Springworks Therapeutics DEF 14A Definitive proxy

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

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x Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

SOUTHWALL TECHNOLOGIES INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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SOUTHWALL TECHNOLOGIES INC.

3788 Fabian Way

Palo Alto, California 94303

April 11, 2011

Dear Stockholder:

You are cordially invited to attend our Annual Meeting of Stockholders, which will be held on May 11, 2011, at 8:30 a.m., local time, at our principal executive offices at 3788 Fabian Way, Palo Alto, California.

The following Notice of Annual Meeting of Stockholders and Proxy Statement describe the items to be considered and acted upon by the stockholders and contain certain information about us and our officers and directors.

Please sign and return the enclosed proxy card as soon as possible in the envelope provided, or vote by Internet or telephone, so that your shares can be voted at the meeting in accordance with your instructions.  Even if you plan to attend the meeting, we urge you to sign and promptly return the proxy card, or vote by Internet or telephone.  You may revoke it at any time before it is exercised at the meeting or vote your shares personally if you attend the meeting.

Thank you in advance for your participation and prompt attention.  We look forward to seeing you.

Sincerely,

Andre R. Horn

Chairman of the Board

SOUTHWALL TECHNOLOGIES INC.

3788 Fabian Way

Palo Alto, California 94303

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 11, 2011

To the Stockholders of Southwall Technologies Inc.:

The Board of Directors of Southwall Technologies Inc. has called an annual meeting of stockholders to seek stockholder approval of the matters listed below.

Each of the matters submitted to our stockholders at the annual meeting is described in more detail in the accompanying proxy statement.  We encourage you to read the proxy statement in its entirety.  The details of the annual meeting are as follows:

Date: May 11, 2011

Time: 8:30 a.m., local time.

Place: Our principal executive offices at 3788 Fabian Way, Palo Alto, California 94303.

Items of

Business: At the annual meeting, you and our other stockholders will be asked to:

1. Elect directors to serve for the ensuing year;

2. To ratify the appointment of SingerLewak LLP, an independent registered public accounting firm, as our auditors for the fiscal year ending December 31, 2011; and

3. Transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Record Date: You may vote at the annual meeting if you were a stockholder of record at the close of business on April 1, 2011.

Proxy Voting: Your vote is important.  You may vote on these matters in person or by proxy.  We ask that you complete and return the enclosed proxy card promptly, whether or not you plan to attend the annual meeting, in the enclosed addressed, postage-paid envelope, or vote by Internet or telephone pursuant to the instructions on the enclosed proxy card, so that your shares will be represented and voted at the annual meeting in accordance with your wishes.  You can revoke your proxy at any time prior to its exercise by written notice received by us, by submitting another proxy via the Internet, by telephone or by mail that is later dated, and if by mail, that is properly signed, or by attending the annual meeting and voting your shares in person.

This notice, the attached proxy statement and form of proxy card are first being mailed to our stockholders beginning on or about April 11, 2011.

By Order of the Board of Directors,

Andre R. Horn

Chairman of the Board of Directors

Palo Alto, California

April 11, 2011

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON MAY 11, 2011:

The Proxy Statement, the Southwall Technologies Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and the Proxy Card are available at www.southwall.com.

Table of Contents

	Page
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING	1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	6
PROPOSAL 1 – ELECTION OF DIRECTORS	9
CORPORATE GOVERNANCE	12
REPORT OF THE AUDIT COMMITTEE	16
COMPENSATION DISCUSSION AND ANALYSIS	17
COMPENSATION COMMITTEE REPORT	22
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	23
EXECUTIVE COMPENSATION	23
DIRECTOR COMPENSATION	27
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	29
CERTAIN RELATIONSHIPS AND OTHER TRANSACTIONS	30
PRINCIPAL INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES	30
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	31
OTHER BUSINESS	32

SOUTHWALL TECHNOLOGIES INC.

3788 Fabian Way

Palo, Alto, California 94303

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 11, 2011

This proxy statement contains information about the 2011 Annual Meeting of Stockholders of Southwall Technologies Inc. (“Southwall” or the “Company”).  The meeting will be held on May 11, 2011, beginning at 8:30 a.m., local time, at our principal executive offices at 3788 Fabian Way, Palo Alto, California 94303.

This proxy statement is furnished in connection with the solicitation of proxies by our Board of Directors for use at the annual meeting and at any adjournment or postponement of that meeting.  All proxies will be voted in accordance with the instructions they contain.  If no instruction is specified on a proxy, it will be voted “For” the election of the nominees for directors in Proposal 1 and “For” the proposal to ratify the appointment of SingerLewak LLP as our auditors for the fiscal year ending December 31, 2011 in Proposal 2.

Our Annual Report on Form 10-K to Stockholders for the fiscal year ended December 31, 2010 is being mailed to stockholders with the mailing of these proxy materials on or about April 11, 2011.  The Annual Report does not constitute any part of this proxy statement.

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

We have included the following discussion of the matters to be presented at the annual meeting to provide summary answers to some of the questions that you might have about the annual meeting and the proposals to be presented to our stockholders at the annual meeting.  You are encouraged to read the entire proxy statement. The information below is qualified in its entirety by the full text of this proxy statement.

What is the purpose of the annual meeting?

At the annual meeting, stockholders will consider and vote on the following matters:

1. The election of directors to serve for the ensuing year;

2. Ratification of the appointment of SingerLewak LLP, an independent registered public accounting firm, as our auditors for the fiscal year ending December 31, 2011; and

3. Any other business that may properly come before the meeting.

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Who may vote at the annual meeting?

Only holders of our common stock at the close of business on the record date, April 1, 2011, are entitled to receive notice of, and to vote their shares at, the annual meeting.  As of the record date, there were issued and outstanding 5,811,958 shares of common stock. Shares of our Series A 10% Cumulative Convertible Preferred Stock, or the Series A shares, are not entitled to vote on the matters to be presented at the meeting.

How many votes do I have?

At the annual meeting, you will be entitled to one vote for each share of common stock you held on the record date.

Is my vote important?

Your vote is important regardless of how many shares you own.  Please take time to vote.  Take a moment to read the instructions below.

How do I vote?

You can vote your shares in four ways.  You can vote by mail, over the Internet, by telephone, or in person at the meeting.  The Board of Directors recommends that you vote “FOR” the election of the nominees for directors in Proposal 1 and “FOR” the proposal to ratify the appointment of SingerLewak LLP as our auditors for the fiscal year ending December 31, 2011.

You may vote by mail.  You may vote by completing and signing the proxy card that accompanies this proxy statement and promptly mailing it in the enclosed addressed, postage-prepaid envelope.  You do not need to put a stamp on the enclosed envelope if you mail it in the United States.  The shares you own will be voted according to the instructions on the proxy card you mail.  If you return the proxy card but do not give any instructions on a particular matter described in this proxy statement, the shares you own will be voted in accordance with the recommendations of our Board of Directors.

You may vote over the Internet.  If you have Internet access, you may vote your shares from any location in the world by following the “Vote by Internet” instructions set forth on the enclosed proxy card.

You may vote by telephone.  You may vote your shares by following the “Vote by Telephone” instructions set forth on the enclosed proxy card.

You may vote in person.  If you attend the meeting, you may vote by delivering your completed proxy card in person or you can vote by completing a ballot. Ballots will be available at the meeting.  If you elect to vote in person, however, you must bring to the annual meeting a legal proxy from the broker or other nominee authorizing you to vote the shares that are held of record by such broker or other nominee.

May I revoke my proxy?

Yes.  Even if you complete and return a proxy, whether by mail, Internet, or telephone you may revoke it at any time before it is exercised by taking one of the following actions:

· send written notice that you wish to revoke your proxy to Mallorie Burak, at our address set forth in the Notice of Annual Meeting appearing before this proxy statement;

· submit to us another proxy via the Internet, by telephone or by mail that is later dated, and if by mail, the proxy must be properly signed; or

· attend the annual meeting, notify Mallorie Burak that you are present, and then vote in person.

If, however, you elect to vote in person at the annual meeting and a broker or other nominee holds your shares, you must bring to the annual meeting a legal proxy from the broker or other nominee authorizing you to vote the shares.

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What if a broker holds my shares in “street name”?

If your shares are held in “street name” by a bank, broker or other nominee, your bank, broker or nominee, as the record holder of your shares, is required to vote your shares according to your instructions.  You should instruct your bank, broker or other nominee to vote your shares by following the procedure provided by your broker or other nominee.  If you do not give instructions to your bank, broker or other nominee, it will still be able to vote your shares with respect to certain "discretionary" items, but will not be allowed to vote your shares with respect to certain "non-discretionary" items.  The election of directors in Proposal 1 is considered a “non-discretionary” matter.  In the case of a "non-discretionary" item, the shares that do not receive voting instructions will be treated as "broker non-votes."

How many shares must be present in person or by proxy to transact business at the annual meeting?

Our bylaws require that shares representing a majority of the votes entitled to be cast by the holders of common stock outstanding on the record date be present in person or by proxy at the annual meeting to constitute a quorum to transact business with regard to each of the proposals.  Shares as to which holders abstain from voting as to a particular matter and broker non-votes will be counted for purposes of determining whether there is a quorum of stockholders present at the annual meeting.

How many votes are required to approve the proposals?

The votes necessary to approve each of the proposals are as follows:

· Proposal 1 - Election of Directors.  The eight nominees receiving a plurality (i.e., the highest number) of the votes properly cast at the annual meeting will be elected, regardless of whether that number represents a majority of the votes cast.

· Proposal 2- Ratification of Independent Auditor.  The affirmative vote of a majority of the votes properly cast at the annual meeting is needed toratify the appointment of SingerLewak LLP, an independent registered public accounting firm, as our auditors for the fiscal year ending December 31, 2011.

· Other Matters.  The affirmative vote of a majority of the votes properly cast at the annual meeting is needed to approve other matters if any to be voted on at the annual meeting.

Abstentions and broker non-votes will not be counted as votes cast or shares voting on Proposals 1 or 2.  Accordingly, abstentions and broker non-votes will have no effect on the outcome of voting with respect to Proposal 1 and 2.

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Who will count the votes?

The votes will be counted, tabulated and certified by our transfer agent and registrar, Computershare Trust Company, N.A.

What if additional proposals are presented at the annual meeting?

If other proposals are properly presented at the annual meeting for consideration, and if you have completed and returned a proxy the persons named in the proxy card that accompanies this proxy statement will have the discretion to vote on those proposals for you.  As of the date of the mailing of this proxy statement, we do not know of any other proposals to be presented at the annual meeting.

Where can I find the voting results?

We intend to report the voting results from the annual meeting on a Current Report on Form 8-K, which we expect to file with the Securities and Exchange Commission (“SEC”), within four business days after the annual meeting.

How and when may I submit a stockholder proposal for the 2012 annual meeting?

If you are interested in submitting a proposal for inclusion in the proxy statement for the 2012 annual meeting, you need to follow the procedures outlined in Rule 14a-8 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”).  To be eligible for inclusion, your stockholder proposal intended for inclusion in the proxy statement for the 2012 annual meeting of the stockholders must be received by us at our principal corporate offices in Palo Alto, California as set forth below no later than December 10, 2011.

Our bylaws establish an advance notice procedure with respect to proposals that stockholders desire to present at our annual meeting without inclusion in our proxy statement for that matter.  Specifically, if a stockholder wishes to present a proposal (including nominations for director) before the 2012 annual meeting of stockholders, but does not wish to have the proposal considered for inclusion in the proxy statement and proxy card, the stockholder must provide us with written notice, together with the information required to be provided pursuant to our bylaws, at the address written below on or after January 12, 2012 and not later than February 11, 2012.  The stockholder can alternatively satisfy the notice requirement by notifying us of his or her intention of presenting a proposal or nomination at the meeting in compliance with applicable SEC requirements and such proposal or nomination is included in a proxy statement prepared by us. Compliance with our bylaws shall be the exclusive means for a stockholder to make nominations or submit other business to the annual meeting (other than matters properly brought in compliance with the rules of the Exchange Act).

If a stockholder fails to provide us with timely notice of a proposal to be presented at the 2012 annual meeting of stockholders, the proxies designated by our Board of Directors will have discretionary authority to vote on that proposal. If a stockholder makes a timely notification, the proxies may still exercise discretionary voting authority under circumstances consistent with the proxy rules of the SEC.

Any proposals or notices should be sent to:

Southwall Technologies Inc.

3788 Fabian Way

Palo Alto, California 94303

Attention: Secretary

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Who will bear the costs of soliciting these proxies?

We will bear the costs of solicitation of proxies.  Brokers, bankers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of shares of our common stock they hold in their names.  We will reimburse such brokers, banks, and custodians and fiduciaries for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.

How can I obtain the proxy materials or Southwall’s Annual Report on Form 10-K?

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, is being mailed to stockholders with the mailing of these proxy materials. If you would like a copy of our Annual Report, we will send you one without charge.  Please contact:

Southwall Technologies Inc.

3788 Fabian Way

Palo Alto, California 94303

Attention: Investor Relations

Telephone: (650) 798-1200

This Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and proxy card are also available on our website at www.southwall.com

Whom can I contact for more information regarding the proxy materials or voting my shares?

If you have any additional questions about the proposals in this proxy statement, you should contact Michael Vargas, by telephone at (650) 798-1200 or by e-mail to mvargas@southwall.com.

Householding of Annual Meeting Materials

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports.  This means that only one copy of our proxy statement and Annual Report on Form 10-K may have been sent to multiple stockholders in your household.  We will promptly deliver a separate copy of either document to you if you contact us at the following address or telephone number: Investor Relations, Southwall Technologies Inc., 3788 Fabian Way, Palo Alto, California 94303, Telephone: (650) 798-1200.  If you want to receive separate copies of the proxy statement or Annual Report on Form 10-K in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address or telephone number.

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SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our common stock as of March 21, 2011, by:

· Each person who we know to own beneficially more than 5% of our common stock;

· Each of our current and former executive officers, for whom compensation information is provided elsewhere in this proxy statement;

· Each director and nominee for director; and

· All executive officers and directors as a group.

Except as noted below, the address of each person listed on the table is c/o Southwall Technologies Inc., 3788 Fabian Way, Palo Alto, California at 94303, and each person has sole voting and investment power over the shares shown as beneficially owned, except to the extent authority is shared by spouses under applicable law.  Beneficial ownership is determined in accordance with the rules of the SEC.  The information below regarding persons beneficially owning more than 5% of our common stock is based solely on public filings made by such persons with the SEC through March 21, 2011.

On March 9, 2011, we completed a 1-for-5 reverse stock split of our common stock, pursuant to previously obtained stockholder approval on May 12, 2010.  The reverse stock split reduced the number of shares of our common stock issued and outstanding from approximately 28.8 million to approximately 5.8 million.  In connection with the reverse stock split, we also reduced the number of our authorized shares of common stock from 50 million to 10 million to reflect the reverse stock split ratio.  All share amounts and per share data presented in this proxy statement have been adjusted to reflect the reverse stock split.

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Name and Adress	Amount and Nature of Beneficial Ownership		Percent of Class (1)
Needham Investment Management, LLC (2)		285,601		4.9	%
445 Park Avenue
New York, New York 10022
The Needham Group, Inc.		401,962		6.9	%
445 Park Avenue
New York, New York 10022
Needham Capital Management (Bermuda) L.L.C. (3)		318,694		5.4	%
445 Park Avenue
New York, New York 10022
Needham Capital Management, L.L.C. (4)		1,910,171		32.5	%
445 Park Avenue
New York, New York 10022
Dolphin Direct Equity Partners, L.P. (5)		1,251,603		20.4	%
PO Box 16867
Fernandina, Florida 32035
William A. Berry (6)		33,433		*
George Boyadjieff (7)		129,036		2.2	%
Dennis Bunday (8)		14,500		*
Jami K. Dover Nachtsheim (9)		25,000		*
R. Eugene Goodson (10)		77,200		1.3	%
Andre R. Horn (11)		40,340		*
Peter E. Salas (12)		1,298,879		21.1	%
Dennis Capovilla (13)		155,570		2.6	%
Mallorie Burak (14)		16,850		*
Michael Vargas (15)		59,989		*
All current officers and directors as a group (10 persons) (16)		1,850,797		28.2	%

______________

* Less than 1%

(1) The number of shares of common stock deemed outstanding consists of (i) 5,811,868 shares of common stock outstanding as of March 21, 2011, and (ii) shares of common stock issuable upon conversion of outstanding Series A shares or upon exercise of, options or warrants held by the respective persons or group that are exercisable within 60 days of March 21, 2011, as set forth below.

(2) Consists of shares of common stock owned by private investment partnerships and registered investment companies with respect to which Needham Investment Management, LLC is a general partner or investment adviser and, therefore, may be deemed to own.  Needham Investment Management, LLC disclaims beneficial ownership of these shares.

(3) Consists of 160,813 shares of common stock and 66,541 shares of common stock issuable upon conversion of Series A shares owned by Needham Capital Partners III (Bermuda), L.P. and 64,607 shares of common stock and 26,733 shares of common stock issuable upon conversion of Series A shares owned by Needham Capital Partners II (Bermuda), L.P., with respect to which, in each case, Needham Capital Management (Bermuda) L.L.C. is a general partner and, therefore, may be deemed to own.  Needham Capital Management (Bermuda) L.L.C. disclaims beneficial ownership of these shares.

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(4) Consists of 460,903 shares of common stock and 190,712 shares of common stock issuable upon conversion of Series A shares owned by Needham Capital Partners II, L.P.; 806,876 shares of common stock and 333,868 shares of common stock issuable upon conversion of Series A shares owned by Needham Capital Partners III, L.P.; and 83,331 shares of common stock and 34,481 shares of common stock issuable upon conversion of Series A shares owned by Needham Capital Partners IIIA, L.P., with respect to which, in each case, Needham Capital Management, L.L.C. is a general partner and, therefore, may be deemed to own.  Needham Capital Management, L.L.C. disclaims beneficial ownership of these shares.

(5) Consists of 925,436 shares of common stock and 326,167 shares of common stock issuable upon conversion of Series A shares.

(6) Includes currently exercisable options to purchase 13,000 shares of common stock.

(7) Includes currently exercisable options to purchase 107,000 shares of common stock.

(8) Includes currently exercisable options to purchase 14,500 shares of common stock.

(9) Includes currently exercisable options to purchase 21,000 shares of common stock.

(10) Includes currently exercisable options to purchase 15,000 shares of common stock.

(11) Includes currently exercisable options to purchase 11,500 shares of common stock.

(12) Includes currently exercisable options to purchase 17,000 shares of common stock. Includes 925,436 shares of common stock and 326,167 shares of common stock issuable upon conversion of Series A shares owned by Dolphin Direct Equity Partners, L.P.  Mr. Salas disclaims beneficial ownership of shares held by Dolphin Direct Equity Partners, L.P. except to the extent of his individual pecuniary interest therein.

(13) Includes currently exercisable options to purchase 152,505 shares of common stock.

(14) Includes currently exercisable options to purchase 16,750 shares of common stock.

(15) Includes currently exercisable options to purchase 58,500 shares of common stock.

(16) Includes currently exercisable options to purchase 426,755 shares of common stock.

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PROPOSAL 1

ELECTION OF DIRECTORS

There are currently eight members of our Board of Directors.  The Board has fixed the number of directors for the ensuing year at eight and has nominated for such positions the eight people listed below, each of whom is currently serving as a director.  The persons named in the enclosed proxy card as proxies will vote to elect each of the nominees unless you withhold authority to vote for the election of one or more nominees by marking the proxy card to that effect in accordance with the instructions in the proxy card.  Each of the eight nominees has agreed to serve, but if any of them shall become unable or unwilling to serve, the proxies, unless authority has been withheld as to such nominee, may be voted for election of a substitute nominee designated by our Board of Directors or the Board may reduce the number of directors.  Proxies may not be voted for more than eight persons.

In selecting members for our Board of Directors we consider each individual’s unique and diversified background and expertise.  We believe that selecting a board with a wide range of talents and skills provides a functional diversity that allows our Board to provide strong leadership. For additional factors we consider see “Director Candidates” below. The following noteworthy experience, qualifications, attributes and skills for each Board member, together with the biographical information for each nominee described below, led to our conclusion that the person should serve as a director of Southwall in light of our business and structure:

· Mr. Andre R. Horn, the Chairman of our Board, and Mr. Peter Salas each provide valuable experience and insight with respect to the investment and financial community and marketplace.  Mr. Horn has substantial industrial and financial background and experience from his role as Chairman of Joy Manufacturing Company.  Mr. Salas’ qualifications include his background and experience in working with the investment community in his capacity as President of Dolphin Asset Management Corporation, an investment fund which he formed in 1999 after spending 10 years with JP Morgan Investment Managers.

· Mr. William A. Berry and Mr. Dennis Bunday each provide a wealth of knowledge and experience in financial, accounting and administrative matters.  Mr. Berry is the former Chief Financial Officer of Compression Labs, Inc., a manufacturer of visual communications systems based on digital technology, and Mr. Bunday currently serves as Chief Financial Officer of Williams Controls, Inc., a publicly traded manufacturer of electronic throttle controls.

· Mr. George Boyadjieff and Dr. R. Eugene Goodson each provide experience and skills in management and operational matters.  Mr. Boyadjieff is the former Chief Executive Officer of Varco International, Inc., a diversified oil service company.  He also has experience in engineering, having began his career as a mechanical engineer.  Dr. Goodson has a strong operational and manufacturing background, including through his experience as our Chief Operating Officer and Principal Executive Officer during the period from 2006 to 2008.  He is currently teaching operational management at the University of Michigan Business School.  Dr. Goodson possesses an in-depth understanding of operational systems and the mechanics of a business.

· Ms. Jami K. Dover Nachtsheim provides us with valuable experience in the sales and marketing areas.  Ms. Nachtsheim was Corporate Vice President of Sales and Group and Director of Worldwide Marketing at Intel Corporation, a semiconductor manufacturer.

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The following information includes additional information about each director and nominee, including his or her age, all positions he or she holds with us, his or her principal occupation and business experience during the past five years, and the names of other publicly-held companies of which he or she currently serves as a director or held a directorship during the past five years.

Name	Age
William A. Berry (1)	72
George Boyadjieff (3)	72
Dennis Bunday (3)	60
Dennis F. Capovilla	51
R. Eugene Goodson	75
Andre R. Horn (1)(2)	82
Jami K. Dover Nachtsheim (1)(2)	52
Peter E. Salas (2)(3)	56

(1) Member of the Audit Committee.

(2) Member of the Nominating and Corporate Governance Committee.

(3) Member of the Compensation Committee.

Mr. Berry has served on our Board of Directors since May 2003.  Mr. Berry worked for the Electric Power Research Institute (“EPRI”), a non-profit energy research organization providing science and technology-based solutions to global energy companies, from April 1996 until his retirement in December 2003.  While at EPRI, Mr. Berry served as Chief Financial Officer from April 1996 to July 2003.   From August 2003 to December 2003, Mr. Berry served as Special Projects Manager for EPRI.  From 1992 to March 1996, Mr. Berry was the Senior Vice President and Chief Financial Officer of Compression Labs, Inc., a manufacturer of visual communications systems based on digital technology, and from 1989 to 1992 was the President of Optical Shields, Inc. Mr. Berry worked at Raychem Corporation, a producer of industrial electronics components, from 1967 until 1988, where he was a Corporate Vice President and Chief Administrative Officer from 1985 to 1988.  Mr. Berry holds a BS in industrial engineering and an MBA from Stanford University.

Mr. Boyadjieff joined our Board of Directors in December 2003.  From August 9, 2006 to October 31, 2006, Mr. Boyadjieff served as our interim Chief Executive Officer.  Mr. Boyadjieff was the Chief Executive Officer of Varco International, Inc., a diversified oil service company, from 1991 through 2002, and the chairman of the Board of Directors of Varco from 1998 through 2003. Mr. Boyadjieff retired from active leadership of Varco in 2003 at which time he joined the Southwall Technologies Board of Directors.  Mr. Boyadjieff holds a BS and an MS in mechanical engineering from the University of California at Berkeley.

Mr. Bunday joined our Board of Directors in June 2008.  He has been Executive Vice President, Chief Financial Officer, and Secretary of Williams Controls, Inc. (NASDAQ: WMCO), a manufacturer of electronic throttle controls, since July 2002.  From January 2001 until June 2002, he served as Chief Financial Officer for Williams Controls in his capacity as an independent contractor for Williams Controls.  Prior to joining Williams Controls, he served as Vice President-Finance and Chief Financial Officer from 1998 to 2001, for Babler Bros., Inc., a manufacturer of pre-cast concrete products.  From 1996 until 1998, he held the same positions with Quality Veneer & Lumber, Inc., and its predecessor, the Morgan Company, a producer of forest products.  Mr. Bunday received a Bachelors degree in accounting from Washington State University.

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Mr. Capovilla joined Southwall in July 2003 and became Chief Executive Officer in May 2008.  He was appointed President in April 2007. Prior to joining Southwall, Mr. Capovilla was employed by Palm, Inc., a manufacturer of personal digital assistant devices, where he was the Vice President, Enterprise Business from 2002 to June 2003. From 1997 to 2002 he was employed by FATBRAIN, LLC, an e-commerce provider of books and information products, as the President and Chief Executive Officer from 2000 to 2002, the President and Chief Operating Officer from 1999 to 2000, and the VP of Sales and Business Development from 1997 to 1999. From 1993 to 1997, Mr. Capovilla was with Apple Computer, Inc., a computer manufacturer, as the Director, Americas Imaging Division and Worldwide Printer Supplies (1996-1997), Manager Printer Supplies Business unit (1995-1996) and as Worldwide Product Marketing Manager, Imaging Systems (1993-1995).  Mr. Capovilla held various Sales and Marketing Management positions with Versatec, Inc. and Xerox Corporation. He holds a BS in Marketing from the University of Santa Clara.

Dr. Goodson joined our Board of Directors in April 2006 and served as our Chief Operating Officer from September 18, 2006 through October 31, 2006 and as Principal Executive Officer of Southwall from November 1, 2006 through May 15, 2008.  Dr. Goodson was the Chief Executive Officer and President of Williams Controls Inc. (NASDAQ: WMCO), a manufacturer of electronic throttle controls, from July 2002 until October 2004, and the Chairman of the Board of Williams Controls since October 2004.  From 1990 to 1997, Dr. Goodson was the Chairman and Chief Executive Officer of Oshkosh Truck Corporation, a developer and producer of heavy-duty on and off road trucks.  After retiring from Oshkosh in 1998, Dr. Goodson became an Adjunct Professor at the University of Michigan Business School, teaching operations management.  He was a director of the Executive Officer Association of American Industrial Partners, a private equity firm, from 1998 to 2005.

Mr. Horn was appointed to our Board of Directors in February of 2006 and became Chairman of the Board on May 15, 2008.  Mr. Horn retired in 1985 as Chairman of Joy Manufacturing Company in Pittsburgh, Pennsylvania, now known as Joy Global Inc., a manufacturer of heavy equipment.  Mr. Horn served as the Chairman of Needham & Co., Inc. (“Needham”), from which position he retired in 1991, and was elected Chairman Emeritus of Needham.  Mr. Horn is currently a director of Needham.    Mr. Horn holds a BA in Mathematics from the University of Paris and is a graduate from the Ecole des Hautes Etudes Commerciales.

Ms. Nachtsheim has been a member of our Board of Directors since April 2003.  Ms. Nachtsheim retired in June, 2000 after 20 years with Intel Corporation, a semiconductor manufacturer.  Ms. Nachtsheim served in a variety of positions at Intel, including Corporate Vice President of the Sales and Marketing Group and Director of Worldwide Marketing, from 1998 until her retirement.   Ms. Nachtsheim is a member of the Board of Directors for Affymetrix, Inc., a biotechnology company, and was a member of the Board of ACT Conferencing, Inc., a telephone conferencing services company.  From January 2003 to December 2003, Ms. Nachtsheim served on the Board of Directors of Vixel Corporation, a creator of disruptive storage networking technologies.  Ms. Nachtsheim is a graduate of Arizona State University with a BA in Business Management.

Mr. Salas was appointed to our Board of Directors in November of 2005.  Mr. Salas has been President of Dolphin Asset Management Corporation and its related companies (“Dolphin”) since he founded it in 1988. Prior to founding Dolphin, he was with J.P. Morgan Investment Management, Inc. for ten years.  Mr. Salas is currently a director and Chairman of the Board of Tengasco, Inc. (AMEX: TGC), an independent oil and gas producer and Williams Controls, Inc. (NASDAQ: WMCO), a manufacturer of electronic throttle controls.  Mr.Salas also serves as a director and principal executive officer of ACT Conferencing Inc., a conferencing services company.  Mr. Salas received an A.B. degree from Harvard.

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The Board of Directors recommends a vote “FOR” the election of all of the above nominees.

CORPORATE GOVERNANCE

General

We believe that good corporate governance is important to ensure that Southwall is managed for the long-term benefit of its stockholders.  We are committed to having sound corporate governance principles.  We continually review our corporate governance policies and practices and compare them to those suggested by various authorities in corporate governance and the practices of other public companies.  We also review the provisions of the Sarbanes-Oxley Act of 2002, the rules of the SEC and the NASDAQ listing standards.

Determination of Independence

Our Board of Directors has determined that none of Messrs. Berry, Boyadjieff, Bunday, Horn or Salas or Ms. Nachtsheim has a material relationship with us (directly or as a partner, shareholder or officer of an organization that has a relationship with us) and that each of these directors is an “independent director” within the meaning of NASDAQ’s director independence standards.  In addition, our Board of Directors has determined that each of the members of each of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee has no material relationship with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us) and is an “independent director” within the meaning of NASDAQ’s director independence standards.

Director Candidates

Our stockholders may recommend director candidates for inclusion by the Board of Directors in the slate of nominees that the Board recommends to our stockholders for election.  The qualifications of recommended candidates will be reviewed by our Nominating and Corporate Governance Committee. Following its review, the Nominating and Corporate Governance Committee will decide whether to recommend that such candidate be nominated by the Board of Directors for election as a director by the stockholders.  If the Board determines to nominate a stockholder-recommended candidate and recommends his or her election as a director by the stockholders, the name will be included in our proxy card for the stockholders meeting at which his or her election is recommended.

Stockholders may recommend individuals for the Nominating and Corporate Governance Committee to consider as potential director candidates by submitting their names and background to the “Southwall Technologies Inc. Nominating and Corporate Governance Committee” c/o Southwall Technologies Inc., 3788 Fabian Way, Palo Alto, California 94303.  The Nominating and Corporate Governance Committee will consider a recommendation only if appropriate biographical information and background material is provided on a timely basis and in accordance with our bylaws.  The process followed by the Nominating and Corporate Governance Committee to identify and evaluate candidates includes requests to Board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the Nominating and Corporate Governance Committee and the Board.  Assuming that appropriate biographical and background material is provided for candidates recommended by stockholders, the Nominating and Corporate Governance Committee will evaluate those candidates by following substantially the same process, and applying substantially the same criteria, as for candidates submitted by Board members.

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In considering whether to recommend candidates for inclusion in the Board’s slate of recommended director nominees, including candidates recommended by stockholders, the Nominating and Corporate Governance Committee will apply the criteria set forth in Southwall’s Nominating and Corporate Governance Committee Charter.  These criteria specifically include whether the candidate assists in achieving a mix of Board members that represents diversity of background and professional experience, including with respect to ethnic background, age and gender.  Other criteria include the candidate’s demonstrated character and integrity, business acumen, the current composition and mix of Board members, expertise and experience, commitment, independence, diligence, conflicts of interest and the candidate’s ability to act in the interest of all stockholders.  The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees.  We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities.  We have not paid, to date, any third party a fee to assist in evaluating and identifying nominees.

Communications from Stockholders and Other Interested Parties with the Board

The Board of Directors will give appropriate attention to written communications on issues that are submitted by stockholders and other interested parties, and will respond if and as appropriate.  Absent unusual circumstances or as contemplated by committee charters, the Chairman of the Nominating and Corporate Governance Committee will, with the assistance of our legal counsel, (1) be primarily responsible for monitoring communications from stockholders and other interested parties and (2) provide copies or summaries of such communications to the other directors as he or she considers appropriate.

Communications will be forwarded to all directors if they relate to substantive matters and include suggestions or comments that the Chairman of the Nominating and Corporate Governance Committee considers to be important to be brought to the attention of the directors.  Stockholders and other interested parties who wish to send communications on any topic to the Board should address such communications to:

Ms. Jami K. Dover Nachtsheim

Chair of the Nominating and Corporate Governance Committee

c/o Southwall Technologies Inc.

3788 Fabian Way

Palo Alto, CA 94303

Board Leadership Structure and Role in Risk Oversight

The Board of Directors has responsibility for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations.  The Board’s primary responsibility is to oversee the management of the Company and, in so doing, serve the best interests of the Company and its stockholders.  The Board selects, evaluates and provides for the succession of executive officers and, subject to stockholder election, directors.  It reviews and approves corporate objectives and strategies, and evaluates significant policies and proposed major commitments of corporate resources.  The Board participates in decisions that have a potential major economic impact on the Company and its stockholders.  Management keeps the directors informed of Company activity through regular written reports and presentations at Board and committee meetings.

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The Board of Directors is led by its Chairman, Mr. Horn.  Each of our Audit, Nominating and Corporate Governance and Compensation Committees provide oversight and assess risk in their respective areas.  In addition, the Board and each committee have an active role in overseeing management of our company’s risk.  The Board regularly reviews information regarding our operations, credit, and liquidity, as well as the risks associated with each.

Board of Directors Meetings and Committees

The Board of Directors met five times in 2010.  During 2010, each of our directors attended 75% or more of the total number of meetings of the Board of Directors and the committees of which such director was a member.  The Board has standing Audit, Compensation and Nominating and Corporate Governance Committees.  Each committee has a written charter that has been approved by the Board, current copies of which may be found on our website at www.southwall.com.  You can also request copies of these charters, as well as our Corporate Governance Guidelines and Code of Business Conduct and Ethics, by writing to:

Michael Vargas

c/o Southwall Technologies Inc.

3788 Fabian Way

Palo Alto, CA  94303

Executive sessions of non-management directors are held at least four times per year, and during 2010, there were four such sessions.  The sessions are scheduled and chaired by Mr. Horn.  Any non-management director can request that an additional executive session be scheduled.

It is our current policy to have the Chairman of the Board and the President and Chief Executive Officer attend the annual meetings of stockholders.  All of our then current directors and our current President and Chief Executive Officer attended the 2010 annual meeting of stockholders.

Audit Committee

The current members of our Audit Committee are Messrs. Berry (Chair) and Horn and Ms. Nachtsheim.  The Board of Directors has determined that each of Messrs. Berry and Horn qualifies as an “audit committee financial expert” under applicable SEC rules.  The Board of Directors has determined that each of Messrs. Berry and Horn and Ms. Nachtsheim is an “independent director” under the NASDAQ rules governing the qualifications of the members of audit committees.  In addition, our Board of Directors has determined that each member of the Audit Committee meets the financial literacy and sophistication requirements under NASDAQ rules.  None of Messrs. Berry and Horn and Ms. Nachtsheim serves on the audit committees of more than two other public companies.  The Audit Committee met four times during 2010.  The responsibilities of our Audit Committee and its activities during 2010 are summarized in the Report of the Audit Committee contained below in this proxy statement.

Compensation Committee

The current members of the Compensation Committee are Messrs. Salas (Chair), Boyadjieff and Bunday.  The Board of Directors has determined that Messrs. Salas, Boyadjieff, and Bunday are “independent directors” under NASDAQ rules.  Our Compensation Committee held five meetings during 2010.  For more information regarding our Compensation Committee, see “Compensation Discussion and Analysis” below.

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Nominating and Corporate Governance Committee

The current members of the Nominating and Corporate Governance Committee are Ms. Nachtsheim (Chair) and Messrs. Horn and Salas.  The Board of Directors has determined that each of Ms. Nachtsheim and Messrs. Horn and Salas is an “independent director” under NASDAQ rules.  The purpose of the Nominating and Corporate Governance Committee is to identify individuals qualified to become nominees for director, recommend candidates to be nominated by the Board for election as directors, develop and recommend to the Board a set of corporate governance principles and oversee the evaluation of the Board.  The Nominating and Corporate Governance Committee is authorized to retain any advisers or consultants.  For information relating to nominations of directors by our stockholders, see “Proposal 1- Election of Directors” above.  Our Nominating and Corporate Governance Committee met four times in 2010.

Audit Committee’s Pre-Approval Policy and Procedures

Our Audit Committee pre-approves all services, including both audit and non-audit services, provided by our independent registered public accounting firm for the purpose of maintaining the independence of our independent registered public accounting firm.  For audit services, each year the independent registered public accounting firm outlines the scope of the audit services proposed to be performed during the year, which must be approved by the Audit Committee before the audit commences.  The independent registered public accounting firm also submits an audit services fee proposal, which also must be approved by the Audit Committee before the audit commences.  Unless a type of service to be provided by the independent registered public accounting firm has received a general pre-approval, it will require specific pre-approval by the Audit Committee.  Any proposed service exceeding pre-approved cost levels requires specific pre-approval by the Audit Committee.

Each year, management also submits to the Audit Committee a list of non-audit services that it recommends the independent registered public accounting firm be engaged to provide and an estimate of the fees to be paid for each. Management and the independent registered public accounting firm must each confirm to the Audit Committee that the performance of the non-audit services on the list would not compromise the independence of the independent registered public accounting firm and would be permissible under all applicable legal requirements.  The Audit Committee must approve both the list of non-audit services and the budget for each such service before commencement of the work.  Management and the independent registered public accounting firm report to the Audit Committee at each of its regularly scheduled meetings as to the non-audit services actually provided by the independent registered public accounting firm and the approximate fees incurred by us for those services.

During 2010, no services were provided to us by Burr Pilger Mayer, Inc., our independent registered public accounting firm through May 11, 2010, or SingerLewak LLP, our independent registered public accounting firm since May 11, 2010, or any other accounting firm other than in accordance with the pre-approval policies and procedures described above.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls.  The primary duties and responsibilities of the Audit Committee are to:  (1) select and approve our independentregistered public accounting firm; (2) monitor our financial reporting process and internal control systems and ensure that deficiencies in the financial reporting process and internal control system, as reported by our independent registered public accounting firm, are corrected; (3) review and appraise the audit efforts of our independentregistered public accounting firm; (4) review and authorize the independent registered public accounting firm’s fee; and (5) provide an open avenue of communication among the independentregistered public accounting firm, financial and senior management and the Board of Directors.

In fulfilling its oversight responsibilities regarding the 2010 financial statements, the Audit Committee reviewed and discussed with management the audited financial statements in our Annual Report on Form 10-K for year ended December 31, 2010, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.  The Audit Committee also reviewed and discussed with the independentregistered public accounting firm, who is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgment as to the quality, not just the acceptability, of Southwall’s accounting principles and such other matters as are required to be discussed with the Audit Committee by the statement on Auditing Standards No. 114, as amended (The Auditor’s Communication with Those Charged with Governance), and the Public Company Accounting Oversight Board rules and regulations, as currently in effect.   In addition, the Audit Committee has received the written disclosures and the letter from the independent registered accounting firm required by applicable requirements of the Public Company Accounting Oversight Board (Independence Discussions with Audit Committees) regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm their independence from management and Southwall.

The Audit Committee discussed with Southwall’s independent registered public accounting firm the overall scope and plans for their audit in 2010.  The Audit Committee meets with the independentregistered public accounting firm, with and without management present, to discuss the results of their examination, and the overall quality of Southwall’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors has approved, that the audited financial statements of Southwall Technologies be included in its Annual Report on Form 10-K for the year ended December 31, 2010, for filing with the SEC.

The Audit Committee:

William A. Berry, Chairman

Jami K. Dover Nachtsheim

Andre R. Horn

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COMPENSATION DISCUSSION AND ANALYSIS

Overview of Compensation Program

The Compensation Committee (for purposes of this discussion, the “Committee”) of the Board of Directors has responsibility for establishing, implementing and continually monitoring adherence with Southwall’s compensation philosophy.  The Committee ensures that the total compensation paid to our executive officers is fair, reasonable and competitive.  The members of the Committee are Messrs. Salas (Chair), Boyadjieff and Bunday.  Messrs. Salas, Boyadjieff and Bunday, are independent directors under NASDAQ rules and regulations.   Our Compensation Committee held five meetings during 2010. Messrs. Salas, Boyadjieff and Bunday were chosen to serve on the Committee because of their status as independent directors and their experience in compensation matters.

The Committee operates pursuant to a written charter, which can be found on our website at www.southwall.com.  The Committee charter gives the Committee authority to determine or recommend to the Board for determination the Chief Executive Officer and other executive officers’ compensation.  The Committee charter also gives the Committee authority to hire outside consultants to provide assistance in determining market levels of executive compensation.  The Committee did not retain an outside compensation consultant in 2010 as part of the process in determining executive compensation.

Throughout this proxy statement, the individuals included in the Summary Compensation Table below, are referred to as the “named executive officers.”

Compensation Philosophy and Objectives

The Committee believes that the most effective executive compensation program is one that evaluates both performance and compensation to ensure that we maintain our ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives of our Compensation Peer Group, as defined below.  To that end, the Committee believes compensation packages provided by Southwall to its executives, including the named executive officers should include both cash and stock-based compensation that reward performance as measured against established goals.

Role of Executive Officers in Compensation Decisions

The Committee makes or recommends to the Board all compensation decisions for the Company’s executive officers and approves recommendations from the Board of Directors regarding equity awards to all executive officers of the Company.  Decisions regarding the compensation of non-executive officers are made by the functional Vice Presidents.

The Chief Executive Officer annually reviews the performance of each executive officer (other than the Chief Executive Officer whose performance is reviewed by the Committee).  The conclusions reached and recommendations based on these reviews, including with respect to salary adjustments and annual award amounts, are made by the Committee.

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Setting Executive Compensation

Based on the foregoing objectives, the Committee has structured Southwall’s annual and long-term incentive-based cash and non-cash executive compensation to motivate executives to achieve the business goals set by the Company and reward the executives for achieving such goals.

In determining the particular elements of compensation that are used to implement our overall compensation policies, the Committee takes into consideration a number of factors related to our performance including competitive practices among our Compensation Peer Group.  The Compensation Peer Group, against which we believe we compete for talent, consists of both public and private similarly situated companies in the California market.  The Committee compares each element of compensation given to executive officers against the Compensation Peer Group. Data on the compensation practices of the Compensation Peer Group generally is gathered through searches of publicly available information, including publicly available databases.  Publicly available information does not typically include information regarding target cash compensation, so we rely upon compensation surveys.   Compensation Peer Group data is gathered with respect to base salary, bonus targets and all equity awards (including stock options, performance shares, restricted stock and long-term, cash-based awards).  It does not include deferred compensation benefits or generally available benefits, such as 401(k) plans or health care coverage.  We compete with many larger companies for top executive-level talent.  Because of the competitive marketplace for talent, the Committee generally sets compensation for its executive officers at approximately the midpoint of compensation paid to similarly situated executives of the companies comprising the Compensation Peer Group.  Variations to this objective may occur as dictated by the experience level and performance of the individual and market factors.

Compensation Components

For the fiscal year ended December 31, 2010, the principal components of compensation for the named executive officers were: (i) base salary, (ii) bonuses, (iii) long-term equity incentive compensation, (iv) retirement benefits provided under a 401(k) plan and (v) perquisites and other generally available benefit programs.  The Committee has selected these elements because each is considered useful and/or necessary to meet one or more of the principal objectives of our compensation policy.  For instance, base salary and bonus target percentage are set with the goal of attracting employees and adequately compensating and rewarding them on a day-to-day basis for the time spent and the services they perform, while our equity programs are geared toward providing an incentive and reward for the achievement of long-term business objectives and retaining key talent.  We believe that these elements of compensation, when combined, are effective, and will continue to be effective, in achieving the objectives of our compensation program.

Base Salary

We provide executive officers and other employees with base salary to compensate them for services rendered during the fiscal year.  Base salary ranges for executive officers are determined for each executive based on his or her position and responsibility by using market data from the Compensation Peer Group.  Base salary ranges are designed so that salary opportunities for a given position will be at the midpoint of the base salary established for each range.

During its review of base salaries for executives, the Committee primarily considers:

· market data for the Compensation Peer Group

· internal review of the executive’s compensation

· individual performance of the executive

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Salary levels are typically considered annually as part of the Company’s performance review process, as well as upon a promotion or other change in job responsibility.  Merit based increases to salaries of executive officers are based on the Committee’s assessment of the individual’s performance.

Annual Bonus

Annual bonuses also are paid to our named executive officers to reward the achievement of Southwall’s business goals.  Bonuses are intended to reflect an individual’s accomplishment of both corporate and functional objectives.  Substantial weight is given to the achievement of corporate rather than functional objectives such as: profitability improvement, asset management, market position, product leadership and product development.

Achievement of the targeted goals under the bonus plan are intended to result in compensation that the Committee believes reflects an appropriate range to enable us to attract and retain key personnel and to motivate the executives to meet our business goals.  While the achievement of our business goals is a significant factor in determining an individual’s bonus, the Board of Directors retains discretion and may evaluate criteria other than defined performance objectives.  As business and economic conditions change throughout the year, our Board of Directors may re-evaluate and modify performance targets. In 2010, no adjustments were made to the performance targets.

At the beginning of each fiscal year, the Committee meets with the Chief Executive Officer to review Company and individual objectives for the current year and establish performance-based target bonuses expressed as a percentage of base salary paid during the year.   The Committee, the Board of Directors, and the Chief Executive Officer establish the quantitative and qualitative goals.  These goals are based on the achievement of specified operating income levels and other key performance measures, such as product development and strategic vertical alliances. Once the current target bonus is agreed upon, our current policy provides opportunities for employees to earn between 0% and 150% of their target bonuses.  For 2010, our named executive officers were eligible to receive a target bonus calculated as a percentage of their respective base annual salaries as follows:  Dennis Capovilla (50%), Mallorie Burak (35%), and Michael Vargas (35%).

For 2010, a portion of the performance goals for our named executive officers, included achieving specified operating income ranging from $2,640,000 to $4,950,000.  For fiscal 2010, the net income and key performance initiatives were achieved.

Long-Term Equity Incentive Compensation

Southwall provides long-term incentive compensation through awards of stock options that generally vest over four years.  Our equity compensation program is intended to align the interests of our officers with those of our stockholders by creating an incentive for our officers to maximize stockholder value.  The equity compensation program also is designed to encourage our officers to remain employed with Southwall despite a very competitive labor market.

Equity-based incentives are granted to our officers under our 2007 Long Term Incentive Plan.  The Committee has granted equity awards at its scheduled meetings or by unanimous written consent.  Grants approved during scheduled meetings become effective and are priced as of the date of approval. Grants approved by unanimous written consent become effective and are priced as of the date the last signature is obtained or as of a predetermined future date.  All stock option grants have a per share exercise price equal to the fair market value of our common stock on the grant date.  The Committee has not granted, nor does it intend in the future to grant, equity compensation awards to executives in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement.  Similarly, the Committee has not timed, nor does it intend in the future to time, the release of material nonpublic information based on equity award grant dates.   Because equity compensation awards typically vest over a four-year period, the value to recipients of any immediate increase in the price of our stock following a grant is diminished.

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We grant stock options because they can be an effective tool for meeting our compensation objective to increase long-term stockholder value by tying the value of the stock options to our performance in the future.  Employees are able to profit from stock options only if the trading price our stock increases over the stock option’s exercise price.

The number of stock options our Committee grants to each officer and the vesting schedule for each grant is determined based on a variety of factors, including the number of options already held by the officer, market data collected regarding the equity grant ranges for the Compensation Peer Group listed above and our goal to award grants in line with the competitive benchmark data, as well as the performance rating each executive is given by our Chief Executive Officer.The Chief Executive Officer assigns a performance rating to each named executive officer based on a number of factors, including the individual’s accomplishments during the prior fiscal year and over the course of his or her service with Southwall.  The Chief Executive Officer then makes a recommendation to the Committee as to the number of options to be granted to each named executive officer, as well as the total options to be granted to other employees.  In deciding the number of stock options granted to the named executive officers, the Chief  Executive Officer and the Committee consider the officer’s position, the number of options already held by the officer, the performance assessment (both historical and future potential), and the number of shares available in the 2007 Long Term Incentive Plan.  For 2010, the Committee accepted the Chief Executive Officer’s recommendations with respect to stock option grants, and the Board of Directors voted to grant the stock options as presented by the Committee.

In 2010, the Committee and our Board of Directors relied upon the above-mentioned factors to approve stock option grants for the named executive officers and other senior officers.  The Chief Executive Officer made recommendations to the Committee based on guidelines that include award ranges for employees at specific job responsibility levels and performance ratings.  Stock options generally vest 25% per year over a period of four years.  Stock option awards to employees were made under our 2007 Long Term Incentive Plan for Employees and Consultants.

Retirement Benefits under 401(k) Plans, Perquisites and Generally Available Benefit Programs

In fiscal 2010, the named executive officers were eligible to receive health care coverage that is generally available to other Southwall employees.  We also maintain a tax-qualified 401(k) Plan and Roth 401(k) Plan, which provides for broad-based employee participation.  Under both 401(k) Plans, all Southwall employees are eligible to receive matching contributions from Southwall.  The matching contribution for the 401(k) Plan in 2010 was 25% on the first $6,000 contributed by the employee up to a maximum company match of $1,500 subject to applicable Federal limits.  We do not provide defined benefit pension plans or defined contribution retirement plans to our executives or other employees other than the 401(k) Plan or Roth 401(k) Plan.

We also offer a number of other benefits to the named executive officers pursuant to benefit programs that provide for broad-based employee participation.  These benefits programs include medical insurance, including flexible spending accounts, dental and vision insurance, long-term and short-term disability insurance, life and accidental death and dismemberment insurance, business travel insurance, employee assistance plans and certain other benefits.

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The 401(k) Plan and other generally available benefit programs allow us to remain competitive for qualified employees, and we believe that the availability of the benefit programs generally enhances employee productivity and loyalty to Southwall.  The main objectives of our benefit programs are to give our employees access to quality healthcare, financial protection from unforeseen extraordinary events, assistance in achieving retirement financial goals, enhanced health and productivity and to provide support for global workforce mobility, in full compliance with applicable legal requirements.  These generally available benefits typically do not specifically factor into decisions regarding an individual executive’s total compensation or equity award package.

On an annual basis, we benchmark our overall benefits programs, including our 401(k) Plan, against external benchmark data and surveys from our benefit consultants and plan administrators.  We generally target our overall benefits programs to be the mid range of overall benefits offered by our Compensation Peer Group to their employees, which we believe allows us to remain competitive in attracting and retaining talent.  We consider possible changes to our benefits programs in light of the overall objectives of the program, including the effectiveness of the retention and incentive features of such programs and our targeted percentile range compared to our Compensation Peer Group.

Stock Ownership Guidelines

We have not adopted stock ownership guidelines that require our directors and named executive officers to maintain a certain amount of Southwall stock.  We believe such guidelines are unnecessary because we believe that the interests of directors and named executive officers are already closely aligned with the interests of stockholders through grants of stock options made under our 2007 Long Term Incentive Plan.  We have an insider trading policy which, among other things, prohibits covered employees from short sales and trading in publicly listed options for Southwall shares.  We have no specific policy regarding hedging of stock ownership positions, but any such hedging must be accomplished within the requirements of the insider trading policy.

Compensation of Principal Executive Officer

Dennis Capovilla, our Chief Executive Officer, received a salary of $340,000 for 2010.  In setting Mr. Capovilla’s salary, target bonus and equity compensation grant, the Committee relied on market-competitive pay data and the strong belief that the Chief Executive Officer significantly and directly influences Southwall’s overall performance.  The Committee also took into consideration the overall compensation policies discussed above.

Accounting and Tax Considerations

In designing our compensation programs, we take into consideration the accounting and tax effect that each element will or may have on Southwall and the executive officers and other employees as a group.  Our goal is to keep the expense related to our compensation programs, as a whole, within certain affordability levels.  We recognize a charge to earnings for accounting purposes when stock options are granted.  We also take into account that the 401(k) Plan provides a tax-advantaged retirement planning vehicle for our executives.

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In determining which elements of compensation are to be paid and how they are weighted, we also take into account whether a particular form of compensation will be considered “performance-based” compensation for purposes of Section 162(m) of the Internal Revenue Code.  Under Section 162(m), we generally receive a federal income tax deduction for compensation paid to any of our named executive officers only if the compensation is less than $1 million during any fiscal year or is “performance-based” under Section 162(m).  Our prior 1997 Stock Incentive Plan and 1998 Stock Option Plan for Employees and Consultants, as well as the current 2007 Long Term Incentive Plan, permit our Committee to pay compensation that is “performance-based” and thus fully tax-deductible by Southwall.  Our Committee currently intends to continue seeking a tax deduction for all of our executive compensation, to the extent we determine it is in the best interests of Southwall.  All of the stock options granted to our executive officers qualify under Section 162(m) as performance-based compensation.

Severance Agreements

During 2010, we had in place a severance policy that covered the three named executive officers, under which they might become entitled to annual benefits in connection with certain changes in control of Southwall in connection with a merger, liquidation or tender offer.  Under the policy, each participant might become entitled to a lump sum severance payment upon his or her involuntary termination or a material change in responsibilities within twelve months after a change in control.   The lump sum payment would have been equal to (i) in the case of our Chief Executive Officer, one and half times the sum of the Chief Executive Officer’s annual base salary in effect at the time of his involuntary termination plus the bonuses earned by him or her for the immediately preceding fiscal year and (ii) in the case of each other participant, up to twelve months severance based on the sum of the participant’s annual rate salary in effect at the time of his or her involuntary termination.  In addition, the amount paid to each participant would have been grossed up if the amount received by the participant is subject to federal excise tax as an “excess parachute payment” for federal tax purposes.

RISK CONSIDERATIONS IN OUR COMPENSATION PROGRAMS

We believe the risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the Company.  In addition, the Compensation Committee believes that the mix and design of the components of executive compensation as described in our Compensation Discussion and Analysis do not encourage management to assume excessive risks.  Furthermore, as described in our Compensation Discussion and Analysis, compensation decisions include subjective considerations, which restrain the influence or formulae or objective factors on excessive risk taking.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors oversees our compensation program on behalf of the Board of Directors.  In fulfilling its oversight responsibilities, the Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis set forth in this proxy statement.

In reliance on this review and these discussions referred to above, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

The Compensation Committee:

Peter E. Salas, Chairman

George Boyadjieff

Dennis Bunday

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Our Compensation Committee is composed of Messrs. Salas, Boyadjieff and Bunday.  Mr. Salas has not at any time since our formation been an officer or employee of Southwall.  Mr. Boyadjieff was interim Chief Executive Officer of Southwall from August 9, 2006 through October 31, 2006.  At that time, he was not a member of the Compensation Committee.  Mr. Bunday has served as a consultant to Southwall since 2007.  None of our present executive officers currently serves, or in the past has served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

EXECUTIVE COMPENSATION

Management

The following sets forth certain information with respect to the Company’s officers as of March 21, 2011.

Mr. Capovilla’s biography is presented on page 11.

Mallorie Burak, age 40, joined Southwall in September 2007 and serves as Vice President and Principal Financial Officer. Ms. Burak was previously employed by Oracle Corporation, a software company, where she was the Finance Director for the Communications Global Business Unit, a business unit created as a result of Oracle’s acquisition of Portal Software, where Ms. Burak served as Director of Revenue from 2005 to 2007.  Prior to Portal Software, Ms. Burak was the US Corporate Controller at Ilog, Inc., a software company from 2004 to 2005.  From 2002 to 2004, Ms. Burak was with Iverson Financial Systems, Inc., a financial reference data management company, as Director of Finance.  Ms. Burak has held various financial management positions with TrueSan Networks, Zilog, Inc. and Hewlett Packard Company.  Ms. Burak earned her Masters in Business Administration and Bachelor of Science in Business Administration from San Jose State University.

Michael Vargas, age 52, joined Southwall in 2004 and serves as Vice President Administration and Human Resources.  Mr. Vargas joined us from Agilent Technologies, Inc., where he was Senior Business Human Resources Manager for a $150 million Storage Networking Solutions Business called I/O Solutions Division and the Worldwide Controllership function for a $2 billion Semiconductor Products Group from 1999 to 2004.  Previously he spent 15 years at Hewlett Packard in various human resources businesses and recruiting management roles in the semiconductor and personal computer businesses.  Mr. Vargas earned his Bachelor of Arts in Behavioral Sciences from San Jose State University.

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Summary Compensation Table

The following table sets forth information about the compensation of each person who served as Principal Executive Officer, and the two other most highly compensated executive officers (the “named executive officers”) whose total compensation exceeded $100,000 during 2010.

Name and Principal Position	Year	Salary $		Bonus $ (1)		Option Awards $ (2)		All Other Compensation $			$
Dennis Capovilla	2010		340,000		209,017		128,403		1,500	(3)		678,920
Chief Executive Officer	2009		325,000		154,700		74,021		1,500	(3)		555,221
	2008		324,423		186,875		159,746		1,500	(3)		672,544
Mallorie Burak	2010		180,000		65,928		97,830		1,500	(3)		345,258
Vice President and	2009		165,000		47,124		39,478		1,500	(3)		253,102
Chief Accounting Officer	2008		165,000		56,925		5,075		1,500	(3)		228,500
Michael Vargas	2010		165,000		63,525		67,258		1,500	(3)		297,283
Vice President Administration	2009		165,000		54,978		34,543		1,500	(3)		256,021
and Human Resources	2008		164,492		66,413		40,598		1,500	(3)		273,003

______

(1) Represents bonus paid in 2011, 2010 and 2009 for annual performance in 2010, 2009 and 2008, respectively.

(2) The assumptions used to value these option awards are consistent with contemporary practices for their accounting treatment and recognized in accordance with ASC 718, “Share Based Payments.”  These assumptions are set forth in Note 2, “Stock Based Compensation,” of the footnotes to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for year ended December 31, 2010, which is being mailed along with this proxy statement.

(3) Consists of $1,500 of Company matching contributions to 401(k) plan.

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Grants of Plan-Based Awards

All grants of plan-based awards to the named executive officers in 2010 are presented in the table below.

Name	Grant Date		All Other Option Awards: Number of Underlying Securities Underlying Options (1)		Exercise or Base Price of Option Awards ($/Share)		Grant Date Fair Value of Stock and Option Awards ($)(2)
Dennis Capovilla		03-24-2010		21,000	$	7.95	$	128,403
Mallorie Burak		03-24-2010		16,000	$	7.95	$	97,830
Michael Vargas		03-24-2010		11,000	$	7.95	$	67,258

______

(1) These options will vest in four equal annual installments beginning with the first anniversary of the grant date.

(2) The amounts shown do not reflect realized compensation by the named executive officer.  The amounts shown represent the value of the stock options granted to the named executive officer based on the grant date fair value of the award as determined in accordance with ASC 718.

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Outstanding Equity Awards at Fiscal Year-End

The following table provides information about all equity awards held by the named executive officers at December 31, 2010.

Executive Officer	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date
Dennis Capovilla		10,734		-		$	2.50	10/05/2014
		25,267		-		$	2.50	10/05/2014
		26,240		-		$	2.90	12/09/2015
		3,761		-		$	2.90	12/09/2015
		15,000		-		$	3.55	05/11/2016
		22,500		7,500	(1)	$	2.25	02/06/2017
		11,906		11,904	(2)	$	4.20	02/26/2018
		4,096		4,095	(2)	$	4.20	02/26/2018
		10,000		10,000	(2)	$	5.85	05/15/2018
		7,500		22,500	(3)	$	3.15	04/28/2019
		-		19,382	(4)	$	7.95	03/24/2020
		-		1,618	(4)	$	7.95	03/24/2020
Mallorie Burak		11,250		3,750	(1)	$	3.20	10/30/2017
		1,000		1,000	(2)	$	4.20	02/26/2018
		4,000		12,000	(3)	$	3.15	04/28/2019
		-		16,000		$	7.95	03/24/2020
Michael Vargas		14,000		-		$	6.10	12/09/2014
		10,000		-		$	2.90	12/09/2015
		6,000		-		$	3.55	05/11/2016
		7,500		2,500		$	2.25	02/06/2017
		2,250		750		$	2.55	02/12/2017
		8,000		8,000		$	4.20	02/26/2018
		3,500		10,500		$	3.15	04/28/2019
		-		11,000		$	7.95	03/24/2020

_________

(1) These options vest at a rate of 25% per year over four years from 2007-2011 and will be fully vested in 2011.

(2) These options vest at a rate of 25% per year over four years from 2008-2012 and will be fully vested in 2012.

(3) These options vest at a rate of 25% per year over four years from 2009-2013 and will be fully vested in 2013.

(4) These options vest at a rate of 25% per year over four years from 2010-2014 and will be fully vested in 2014.

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Option Exercises and Stock Vested Table

The following table provides information about stock option exercises in 2010 and the value realized on the date of exercise.

Name	Shares Acquired on Exercise (#)		Value Realized on Exercise ($) (1)
Dennis Capovilla		14,000	$	44,800

________

(1) Value realized is calculated based on the difference between the closing market price of our common stock on the date of exercise and the exercise price.

Pension Benefits: Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plan.

We do not have any pension plans nor do we have any nonqualified defined contribution or other nonqualified deferred compensation plans.

DIRECTOR COMPENSATION

During the first two quarters of 2010, we paid each of our non-employee directors a $1,000 per month retainer and for the last two quarters of 2010 we paid each of non-employee directors $1,500 per month retainer for his or her services.  As chairman of the Audit Committee, Mr. Berry was paid an additional retainer of $6,000. As Chairman of the Company, Mr. Horn was paid an additional retainer of $9,000.  As chairman of the Compensation Committee, Mr. Salas was paid an additional retainer of $3,000.  As chairperson of the Nominating and Corporate Governance Committees, Ms. Nachtsheim was paid an additional retainer of $3,000.  In 2010, non-employee directors who served on committees of the Board also received $750 for each committee meeting attended for each committee meeting in person and a fee of $500 for each committee meeting attended by teleconference held other than on the day of the board of directors meetings.

Directors may also from time to time be granted options to purchase shares of common stock under our 2007 Stock Incentive Plan.  During 2010, each non-employee director received options to purchase 4,000 shares of common stock, except Mr. Horn, who received an option to purchase 5,000 shares of common stock, all at an exercise price of $7.95 per share.  Dr. Goodson and Mr. Bunday each received additional options to purchase 1,000 shares of common stock at an exercise price of $7.95 per share.  These options vest at a rate of 25% per year over four years.

Assuming the election of the nominees for directors presented pursuant to Proposal 1, the non-employee director’s aggregate annual retainer fees for 2011 are as follows: Mr. Berry - $24,000; Mr. Boyadjieff - $18,000; Mr. Bunday - $18,000; Mr. Horn - $27,000; Ms. Nachtsheim - $21,000; and Mr. Salas - $21,000.  In addition, each non-employee director will receive $1,000 plus expenses for each Board meeting attended.  Each non-employee director also receives a fee of $500 for each Board meeting held via teleconference.

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The total compensation paid to our non-employee directors during 2010 is shown in the following table.

Director	Fees Earned or Paid in Cash ($)		Option Awards ($) (1)		Total ($)
William A. Berry		30,750		24,458		55,208
George Boyadjeff		24,500		24,458		48,958
Dennis Bunday  (2)		52,000		30,572		82,572
Andre R. Horn		35,000		30,572		65,572
Jami K. Dover Nachtsheim		32,250		24,458		56,708
Peter E. Salas		26,500		24,458		50,958
R. Eugene Goodson (3)		51,750		30,572		82,322

(1) On March 24, 2010, each of the above directors received an option to purchase 4,000 shares of common stock, except Mr. Horn who received an option to purchase 5,000 shares of common stock, at $7.95 per share, the closing price of our common stock on the OTC Bulletin Board.

On March 24, 2010, Dr. Goodson and Mr. Bunday each received an option to purchase 1,000 shares of common stock at $7.95 per share, the closing price of our common stock on the OTC Bulletin Board.

All of the above options vest at the rate of 25% per year commencing on the first anniversary of the date of this grant and each successive year thereafter for three years. The amounts in the columns reflect the dollar amount to be recognized for financial statements reporting purposes, in accordance with ASC 718.   Assumptions used in the calculation of amounts are described in Note 2 to the Company’s audited financial statements for the year ended December 31, 2010, included in the Company’s Annual Report on Form 10-k mailed with this proxy statement.

(2) During 2010, Mr. Bunday was paid $30,000 for consulting services and $22,000 for director fees.

(3) During 2010, Dr. Goodson was paid $27,500 for consulting services and $24,250 for director fees.

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The table below shows the aggregate number of shares underlying outstanding stock options held by our non-employee directors as of December 31, 2010:

Director	Option Awards Outstanding at Fiscal Year-End (#)
William A. Berry		28,000
George Boyadjeff		114,000
Dennis Bunday		27,000
Andre R. Horn		20,000
Jami K. Dover Nachtsheim		28,000
Peter E. Salas		24,000
R. Eugene Goodson		25,000

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth information as of March 21, 2011 regarding our 1997 Stock Incentive Plan, 1998 Stock Option Plan for Employees and Consultants and 2007 Long-Term Incentive Plan.  Our stockholders previously approved each of these plans and all amendments that were subject to stockholder approval.  We have no other equity compensation plans that have not been approved by stockholders.

	Number of Shares of Common Stock to be Issued Upon Exercise of Outstanding Stock Options, Warrants and Rights		Weighted-Average Exercise Price of Stock Options, Warrants and Rights ($/Sh)		Number of Shares of Common Stock Remaining Available for Future Issuance (excluding securities reflected in column (a)
	(a)		(b)		(c)
1997 Stock Incentive Plan (2)		291,630		3.77		-
1998 Stock Option Plan for Employees and Consultants (2)		278,694		3.22		-
2007 Long-Term Incentive Plan (2)		702,851		5.27		1,294,399
Total		1,273,175		4.47		1,294,399

_________

(1) In addition to the issuance of stock options, each of the 1997 Stock Incentive Plan and the 1998 Stock Option Plan for Employees and Consultants allows for the issuance of stock and restricted stock.  No additional equity awards or other grants will be made pursuant to the 1997 Stock Incentive Plan or the 1998 Stock Option Plan for Employees and Consultants.

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CERTAIN RELATIONSHIPS AND OTHER TRANSACTIONS

Pursuant to our Audit Committee Charter, our Audit Committee is responsible for reviewing and approving transactions involving the Company and related parties.  During 2010, no transactions were required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the SEC.

PROPOSAL 2 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed SingerLewak LLP (“SingerLewak”), an independent registered public accounting firm, to serve as our independent auditors for the fiscal year ending December 31, 2011.  Representatives of SingerLewak will be present at the annual meeting to answer questions. They also will have the opportunity to make a statement if they desire to do so.

We are asking our stockholders to ratify the appointment of SingerLewak as our independent auditors.  Although ratification is not required by our bylaws or otherwise, the Board is submitting the appointment of SingerLewak as our independent registered public accounting firm, to our stockholders for ratification because we value our stockholders’ views on our independent auditors and as a matter of good corporate practice.  In the event that our stockholders fail to ratify the appointment, the Audit Committee will consider it as a direction to consider the appointment of a different firm.  Even if the appointment is ratified, the Audit Committee in its discretion may select a different independent auditor at any time during the fiscal year if it determines that such a change would be in the best interests of our company and our shareholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 2.

Information Regarding Change in Independent Registered Public Accounting Firm

Singer Lewak has served as our independent registered public accounting firm since May 12, 2010. Previously, Burr Pilger Mayer, Inc. (“BPM”) was our independent registered public accounting firm. The following information was included in a Current Report on Form 8-K filed by us with the SEC on May 14, 2010. This information is included in this proxy statement in accordance with SEC regulations.

On May 11, 2010, our Audit Committee of the Board of Directors dismissed BPM as our independent registered public accounting firm.

The reports of BPM on our consolidated financial statements for the fiscal years ended December 31, 2008 and 2009 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. During the fiscal years ended December 31, 2008 and 2009, and through May 11, 2010, there were no disagreements with BPM on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of BPM, would have caused them to make reference thereto in their reports on the consolidated financial statements for such years.  During the fiscal years ended December 31, 2008 and 2009, and through May 11, 2010, there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

We provided BPM with a copy of the above statements and requested that BPM furnish us with a letter addressed to the United States Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter dated May 12, 2010 was previously filed with our current Report on Form 8-K filed with the SEC on May 14, 2010.

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On May 12, 2010, our Audit Committee of the Board of Directors appointed SingerLewak as our independent registered public accounting firm.  During the fiscal years ended December 31, 2008 and 2009, and through the date of the appointment of SingerLewak as our independent registered public accounting firm for fiscal year 2010, we did not consult with SingerLewak regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, or any other reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

Independent Registered Public Accounting Firm Fees

The following table shows the fees paid or accrued by us for the audit and other services provided by SingerLewak and BPM for 2010 and 2009.

	2010				2009
Description of Fees	Singer Lewak (1)		BPM (2)		BPM
Audit fees (1)	$	306,228	$	37,875	$	335,525
Tax fees		-		-		-
Audit related fees		-		-		-
Total	$	306,228	$	37,875	$	335,525

_________

(1) Audit fees represent fees for professional services provided by SingerLewak in connection with the audit of our financial statements for the fiscal year ended December 31, 2010 and the review of quarterly reports for the second and third quarters of 2010 on Form 10-Q filed during 2010.

(2) Audit fees represent fees for professional services provided by BPM in connection with the audit of our financial statements for the fiscal year ended December 31, 2009 and the review of our quarterly report for the three months ended March 31, 2010 on Form 10-Q filed on May 12, 2010.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our officers and directors and persons who own more than ten percent of our common stock to file reports with the SEC disclosing their ownership of stock in Southwall and changes in such ownership.  Officers, directors and 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.  Based solely on a review of the copies of such reports received by us and the written representations received from one or more such persons, these reports were timely filed.

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OTHER BUSINESS

We know of no other business that may be presented for consideration at the 2011 annual meeting.  If any other matters are properly presented to the annual meeting, however, it is the intention of the persons named in the accompanying proxy card to vote, or otherwise to act, in accordance with their best judgment on such matters.

The Board of Directors hopes that stockholders will attend the annual meeting.  Whether or not you plan to attend, you are urged to complete, sign and return the enclosed proxy in the accompanying envelope, or vote by Internet or telephone. A prompt response will greatly facilitate arrangements for the annual meeting, and your cooperation will be appreciated.  Stockholders who attend the annual meeting may vote their shares personally even though they have sent in their proxies.

By Order of the Board of Directors

Andre R. Horn

Chairman of the Board of Directors

Palo Alto, California

April 11, 2011

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Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. x

Annual Meeting Proxy Card 123456 C0123456789 12345

IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

A  Proposals — The Board of Directors recommends a vote FOR all the nominees listed below.

1. Election of Directors to hold office until the 2012 Annual Meeting of Stockholders and until their successors are elected:

01 - William A. Berry	02 - George I. Boyadjieff	03-Dennis E. Bunday	04 - R. Eugene Goodson
05 - Andre R. Horn	06 - Jami K. Dover Nachtsheim	07 - Peter E. Salas	08 – Dennis F.Capovilla

o Mark here to vote FOR all nominees o Mark here to WITHHOLD vote from all nominees

		01	02	03	04	05	06	07	08
o	For All EXCEPT- To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right.	o	o	o	o	o	o	o	o

		For	Against	Abstain
2.	Ratification of the appointment of SingerLewak LLP, an independent registered public accounting firm, as our independent auditors for the fiscal year ending December 31, 2011.	o	o	o

		For	Against	Abstain
3.	In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting and at any adjournment or postponement thereof.	o	o	o

B Non-Voting Items

Change of Address— Please print your new address below.	Comments— Please print your comments below.	Meeting Attendance
		Mark the box to the right if you plan to attend the Annual Meeting.	o

C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

Please sign exactly as your name appears hereon. If the stock is registered in the names of two or more persons, each should sign. If signer is a corporation, please give full corporate name and have a duly authorized officer sign stating title. If signer is a partnership, please sign in partnership name by authorized person.

Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.

FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

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Proxy — SOUTHWALL TECHNOLOGIES INC.

Annual Meeting of Stockholders - May 11, 2011

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Dennis Capovilla and Michael Vargas, and each of them, as attorneys and proxies of the undersigned, with full power of substitution, to vote all of the shares of stock of Southwall Technologies Inc. (the “Company”) which the undersigned may be entitled to vote at the Annual Meeting of Stockholders of the Company to be held at the Company’s principal executive offices at 3788 Fabian Way, Palo Alto, California 94303 on Wednesday, May 11, 2011 at 8:30 a.m., local time, and at all continuations, and adjournments or postponements thereof, with all of the powers the undersigned would possess if personally present, upon and in respect of the matters as listed on the reverse side and in accordance with the instructions designated on the reverse side, with the discretionary authority as to all other matters that may properly come before the meeting.

Receipt is hereby acknowledged of the Notice of Annual Meeting of Stockholders and Proxy Statement dated on or about April 11, 2011 (the “Proxy Statement”).

UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1 AND “FOR” PROPOSAL 2, AS MORE SPECIFICALLY SET FORTH IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.

SEE REVERSE SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

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