EXHIBIT 10.39

MAXWELL TECHNOLOGIES, INC.

2005 OMNIBUS EQUITY INCENTIVE PLAN

NOTICE OF RESTRICTED STOCK AWARD

AND RESTRICTED STOCK AGREEMENT

«First» «Last»

«Address»

Dear
«First»:

You have been granted an award of shares of common stock of Maxwell Technologies, Inc. (the Company)
constituting a Restricted Stock award under the Maxwell Technologies, Inc. 2005 Omnibus Equity Incentive Plan (the Plan) with the following terms and conditions:



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|Grant Date:                           |  | «Grant_Date»                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|Number of Restricted Shares:          |  | (such shares, the Restricted Shares)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|Performance-Based Vesting
Conditions: |  | Provided your service as an employee or Director continues through the applicable Vesting Date (as further described below), you will
vest in the Restricted Shares as follows:      The vesting of 50% of the Restricted Shares is contingent upon the Companys first achieving [            ],
during any fiscal year completed prior to [            ]. 
    The vesting of the remaining 50% of the Restricted Shares is contingent upon the
Companys first achieving [            ], during any fiscal year completed prior to [            ].
 No Restricted Shares will vest unless and until the above-referenced respective
performance goals (each, a Performance Goal) have occurred, which occurrence has been certified by the Committee, as defined in Section 2.h. of the Plan. A Performance Goal will not be deemed satisfied or achieved until the Committee,
having sufficient information on which to base its conclusion, determines that it has been satisfied or achieved. The applicable Vesting Date with respect to a Performance Goal will be the first business day that follows the date on which the
Committee certifies satisfaction or achievement of the Performance Goal and, provided that your service as an employee or Director continues through such date, you will vest in the portion of the Restricted Shares corresponding to that Performance
Goal on such date.  Subject also to the Service-Based Vesting Conditions
described below, to the extent that a Performance Goal has not been achieved with respect to a fiscal year ending on or prior to [            ], with such achievement certified by the
Committee not later than March 1 of the year following the end of the applicable fiscal year, then any remaining unvested Restricted Shares corresponding to the Performance Goal will be forfeited, and this award shall in all events terminate and
cease to remain outstanding, as of [            ].



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|Adjustment of
Performance-Based Vesting
Conditions: |  | The Committee, at its sole discretion, may make appropriate adjustments to the Performance Goals as follows: (a) to exclude restructuring and/or other nonrecurring charges; (b)
to exclude exchange rate effects, as applicable, for non-U.S. dollar denominated Performance Goals; (c) to exclude the effects of changes to generally accepted accounting principles; (d) to exclude the effects of any statutory adjustments to
corporate tax rates; (e) to exclude the effects of any extraordinary items as determined under generally accepted accounting principles; (f) to exclude the dilutive effects of acquisitions or joint ventures; (g) to assume that any
business divested by the Company achieved performance objectives at targeted levels during the balance of a Performance Period following such divestiture; (h) to exclude the effect of any change in the outstanding shares of common stock of the
Company by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common shareholders
other than regular cash dividends; (i) to exclude the effects of stock based compensation and/or the award of bonuses under the Companys bonus plans, and (j) to exclude the effect of any other unusual, non-recurring gain or loss or other
extraordinary item.
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|Service-Based Vesting
Conditions:                   |  | Except as set forth in the following sentence, if your service as an employee or Director terminates prior to Vesting Date applicable
to a Performance Goal, you will forfeit all then-unvested Restricted Shares immediately upon your last day of service. However, if your service terminates prior to a Vesting Date as a result of your death or Disability, your then-unvested Restricted
Shares will become fully vested on your last day of service. In the event of a Disability that results in termination of your service, the Company may require you to submit such medical evidence or to undergo a medical examination by a doctor
selected by the Company as the Company determines is necessary in order to make a determination hereunder. If your service as an employee or Director continues until immediately prior to the closing of a Change of Control, as defined in Section 2.f.
of the Plan, your then-unvested Restricted Shares will become fully vested as of immediately prior to the effective time of such transaction. 
Upon any other termination of service as an employee or Director prior to the Vesting Date for any Restricted Shares, you will forfeit such unvested
Restricted Shares.                                                                                                                                                                                                                       
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|Withholding Taxes:                                  |  | You are responsible for all applicable federal, state, local and foreign taxes incurred as a result of issuance, vesting and/or sale of these Restricted Shares including without
limitation any income and employment withholding taxes. At its discretion, the Company may satisfy its withholding obligations by any of the following means (a) causing you to tender a cash payment or surrender other shares that you previously
acquired; (b) taking payment from the proceeds of the sale of Restricted Shares through a Company-approved broker; (c) withholding Restricted Shares that otherwise would be delivered to you from escrow when the shares vest, provided that no shares
are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (d) withholding cash from other compensation payable to you.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



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|Escrow of
Certificates:               |  | Your Restricted Shares will be held in escrow by the Company, as escrow agent. The Company will give you a receipt for the shares held in escrow that
will state that the Company holds such shares in escrow for your account, subject to the terms of this award, and you will give the Company a stock power for such shares duly endorsed in blank which will be used in the event such shares are
forfeited in whole or in part. As soon as practicable after the applicable vesting date, the Restricted Shares will cease to be held in escrow, and certificate(s) for such number of shares will be delivered to you or, in the case of your death, to
your estate.
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|Transferability of Restricted Shares: |  | You may not sell, transfer or otherwise alienate or hypothecate any of your Restricted Shares until they are vested. In addition, by accepting this award, you agree not to sell any
shares acquired under this award at a time when applicable laws, Company policies (including, without limitation, the Companys insider trading policy) or an agreement between the Company and its underwriters prohibit a sale.                                                                                                                                                                                                                                                     
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|Voting and
Dividends:                 |  | While the Restricted Shares are subject to forfeiture, you may exercise full voting rights and will receive all dividends and other distributions paid with respect to the Restricted
Shares, in each case so long as the applicable record date occurs before you forfeit such shares. If, however, any such dividends or distributions are paid in shares, such shares will be subject to the same risk of forfeiture, restrictions on
transferability and other terms of this award as are the Restricted Shares with respect to which they were paid.                                                                                                                  
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|Transferability of
Award:             |  | You may not transfer or assign this award for any reason, other than under your will or as required by intestate laws, or pursuant to a beneficiary designation filed with the
secretary of the Company prior to the date of your death on the form provided by the Company for this purpose. Any attempted transfer or assignment in violation of this provision will be null and void.                                                                                                                                                                                                                                                                                   
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|Retention Rights:                     |  | This Restricted Stock award does not give you the right to be retained by the Company or any of its Affiliates in any capacity. The Company and its Affiliates reserve the right to
terminate your service at any time, with or without cause.                                                                                                                                                                                                                                                                                                                                                                                                                             
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|Amendment:                            |  | This Restricted Stock award may be amended only by written consent of the Company and the recipient, unless the amendment is not to the detriment of the recipient.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|Counterparts:                         |  | This Restricted Stock award may be executed in counterparts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|Governing Law:                        |  | The provisions of Section 17.f. of the Plan apply to this Restricted Stock award.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

This Restricted Stock award is granted under and governed by the terms and conditions of the Plan. Additional provisions regarding your award and definitions of capitalized terms used and not defined in
this award can be found in the Plan.

By signing below and accepting this Restricted Stock award, you agree to all of the terms and
conditions described herein and in the Plan. You also acknowledge receipt of the Plan.



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|Authorized Officer |  | «First»
«Last»



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