This Consulting Agreement (“Agreement”), is entered into as of the 30 day of June, 2010 by and between Maxwell
Technologies, Inc., a Delaware corporation having a principal place of business at 5271 Viewridge Ct., Ste. 100, San Diego, CA
92123 (hereinafter referred to as “M AXWELL ”), and Edward Caudill (hereinafter referred to as “C ONSULTANT ”).
WHEREAS, M AXWELL is currently engaged in the business of designing, manufacturing, marketing, and selling energy
storage technology and related applications throughout the world; and
WHEREAS, C ONSULTANT was previously a member of M AXWELL ’ S Board of Directors until June 30, 2010 and, in
connection with C ONSULTANT ’s resignation from M AXWELL ’ S Board of Directors effective as of June 30, 2010, M AXWELL and
C ONSULTANT have agreed on the terms and conditions pursuant to which C ONSULTANT will be retained to provide consulting
services to M AXWELL .
NOW, THEREFORE, the parties agree as follows:
1. A PPOINTMENT OF C ONSULTANT . By this Agreement, M AXWELL appoints C ONSULTANT , and C ONSULTANT accepts such
appointment, to provide advice and consulting services to M AXWELL in accordance with the terms and conditions of this
Agreement. It is expressly understood and agreed that C ONSULTANT is appointed by M AXWELL and shall report to M
AXWELL ’s Chairman of the Board (the “Chairman”).
1.1. Scope of Consulting Services . C ONSULTANT is retained to perform certain market analysis and related services
(hereinafter the “Services”) on topics reasonably and mutually agreed upon by C ONSULTANT and the Chairman in
writing. The deliverables for each consulting project shall include a written report to M AXWELL ’ S Board of Directors
regarding the agreed upon subject matter. Unless otherwise agreed to in writing between C ONSULTANT and Chairman,
it is the understanding of the parties that a written report on the agreed upon subject matter will be provided on a
quarterly basis, no l