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Publication Title | CAPSTONE TURBINE CORP AGM

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CAPSTONE TURBINE CORP AGM Date: 2013-08-29

1.01 Re-elect Gary D. Simon For

1.02 Re-elect Richard K. Atkinson For

1.03 Re-elect John V. Jaggers For

Non-Executive Director. Independent by Company but not considered to be independent as he has served on the Board for more than nine years. However, there is sufficient independent representation on the Board.

1.04 Re-elect Darren R. Jamison For 1.05 Re-elect Noam Lotan For 1.06 Re-elect Gary J. Mayo For

1.07 Re-elect Eliot G. Protsch For

Non-Executive Director. Independent by Company but not considered to be independent as he has served on the Board for more than nine years. However, there is sufficient independent representation on the Board.

1.08 Re-elect Holly A. Van Deursen For 1.09 Re-elect Darrell J. Wilk For

2 Re-approve performance criteria under the Company's Oppose Executive Incentive Performance Plan

Stockholders are being asked to re-approve the business criteria

that the Compensation Committee must use for setting performance

goals with respect to awards granted under the Executive Plan so that the Executive Plan will continue to qualify under Section 162(m).

The Compensation Committee is not comprised wholly of independent directors. No quantified performance targets have been disclosed for the long term incentives, it is therefore not possible to determine the extent to which performance measures are challenging. 25% of options vest on the first anniversary and monthly thereafter on a pro rata basis the next 36 months and as such should not be considered long term. Awards automatically vest on merger or change of control. The Board may at any time and for any reason amend, alter, revise, suspend or terminate the Equity Plan. The total potential awards are above 200% of base salary and as such are considered excessive.

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