S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM S-8

Registration Statement

Under The

Securities Exchange Act of 1933

SOUTHWALL TECHNOLOGIES INC.

(Exact Name Of Registrant As Specified In Its Charter)

DELAWARE	94-2551470
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

3788 Fabian Way, Palo Alto, CA	94303
(Address of Principal Executive Offices)	(Zip Code)

Southwall Technologies Inc. 2007 Long Term Incentive Plan

(Full title of the plan)

Dennis F. Capivolla

Southwall Technologies Inc.

3788 Fabian Way

Palo Alto, California 94303

(Name and Address of agent for service)

(650) 798-1200

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer þ	Smaller reporting company o
(do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered  (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Stock, $.001 par value	10,000,000	$1.08	$1.08	$424.44

(1) The shares of common stock set forth in the Calculation of Registration Fee Table, and which may be offered pursuant to this Registration Statement, includes, pursuant to Rule 416 of the Securities Act of 1933, as amended, such additional number of shares of the Registrant’s common stock that may become issuable as a result of any stock splits, stock dividends or similar events.

(2) The price 1.08 per share, which is the average of the high and low prices reported on The Over-the-Counter Bulletin Board on  November 11, 2008 is set forth solely for purposes of calculating the filing fee pursuant to Rule 457(h).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents filed by the Registrant with the Securities and Exchange Commission (the “SEC”):

(1)           Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed pursuant to the Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

(2)           Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2008, June 30, 2008 and September 30, 2008;

(3)           Current Report on Form 8-K filed with the SEC on January 4, 2008;

(4)           Current Report on Form 8-K filed with the SEC on April 10, 2008;

(5)           Current Report on Form 8-K filed with the SEC on May 20, 2008;

(6)           Current Report on Form 8-K filed with the SEC on May 23, 2008;

(7)           Current Report on Form 8-K filed with the SEC on July 1, 2008;

(8)           Current Report on Form 8-K filed with the SEC on November 5, 2008

(9)           Current Report on Form 8-K filed with the SEC on November 55, 2008

(10)         The “Description of Common Stock” contained in the Registant’s Registration Statement No. 0-15930 on Form 8-A, dated July 6, 1987 under Section 12 of the Securities Exchange Act of 1934, as amended, including any amendment or report filed for the purpose of updating such description.

Current Reports on Form 8-K containing only Regulation FD or Regulation G disclosure furnished under Items 2.02 and 7.01 of Form 8-K and any related exhibits furnished under Item 9.01 of Form 8-K are not incorporated herein by reference.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports on Form 8-K containing only Regulation FD or Regulation G disclosure furnished under Items 2.02 and 7.01 of Form 8-K and any related exhibits furnished under Item 9.01 of Form 8-K, unless otherwise indicated therein), subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed hereby incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

Section 102 of the Delaware General Corporation Law, or DGCL, allows a corporation to eliminate the personal liability of a director of a corporation to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached his or her duty of loyalty to the corporation or its stockholders, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock purchase or redemption in violation of Delaware corporate law or obtained an improper personal benefit.

Section 145 of the DGCL provides, among other things, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the corporation’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding.  The power to indemnify applies (i) if such person is successful on the merits or otherwise in defense of any action, suit or proceeding or (ii) if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.  The power to indemnify applies to actions brought by or in the right of the corporation as well, but only to the extent of defense expenses (including attorneys’ fees, but excluding amounts paid in settlement) actually and reasonably incurred and not to any satisfaction of judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made in the event of any adjudication of negligence or misconduct in the performance of the person’s duties to the corporation, unless a court believes that in light of all the circumstances indemnification should apply.

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Section 174 of the DGCL provides, among other things, that a director who willfully and negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption may be held liable for such actions.  A director who was absent when the unlawful actions were approved or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered on the books containing the minutes of the proceedings of the board of directors at the time the action occurred or immediately after the absent director receives notice of the unlawful acts.

Article 6 of the Registant’s restated certificate of incorporation, as amended, contains a provision that eliminates, to the extent permitted by law, a director’s personal liability for monetary damages resulting from a breach of fiduciary duty.

The Registrant’s bylaws contain provisions indemnifying the Registrant’s directors and officers to the fullest extent permitted by the DGCL.

The Registrant maintains directors and officers’ liability insurance for the benefit of its directors and certain of its officers.

Item 7.  Exemption From Registration Claimed.

Not applicable.

Item 8.  Exhibits.

Exhibit No.	Exhibit Description
5.1	Legal Opinion of Pepper Hamilton LLP*
23.1	Consent of Burr, Pilger & Mayer, LLP*
23.2	Consent of Pepper Hamilton LLP (included in its legal opinion filed as Exhibit 5.1 to this Registration Statement)*
24.1	Powers of Attorney (included on the signature page of the Registration Statement)*
99.1	Southwall Technologies Inc. 2007 Long Term Incentive Plan*
99.2	Form of Southwall Technologies Inc. 2007 Long Term Incentive Plan Stock Option Award Agreement*
99.3	Form of Non-Qualified Stock Option Award to Director Agreement under the Southwall Technologies Inc. 2007 Long Term Incentive Plan*

* Filed herewith.

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Item 9.  Undertakings

Item 512(a) of Regulation S-K

The undersigned Registrant hereby undertakes:

(1)           To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)           To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii)          To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)         To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

(2)           That, for the purpose of determining any liability under the Securities Act each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

Item 512(b) of Regulation S-K

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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Item 512(h) of Regulation S-K

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, on this 14 day of November, 2008.

SOUTHWALL TECHNOLOGIES INC.
By:	/s/ Dennis F. Capovilla
	Dennis F. Capovilla
	President and Chief Executive Officer

POWER OF ATTORNEY SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature appears below constitutes and appoints, jointly and severally Dennis Capovilla and Mallorie Burak his attorneys-in-fact, each with full power of substitution, for him in any and all capacities, to sign any amendments to this registration statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on November 14, 2008.

/s/ Dennis F. Capovilla	President and Chief Executive Officer
Dennis F. Capovilla	(Principal Executive Officer)
/s/ Mallorie Burak	Chief Accounting Officer (Principal
Mallorie Burak	Accounting and Principal Financial Officer)
/s/ Andre R. Horn	Director
Andre R. Horn
/s/ William A. Berry	Director
William A. Berry
/s/ Dennis Bunday	Director
Dennis Bunday
/s/ George Boyadjieff	Director
George Boyadjieff
/s/ Raymond Eugene Goodson	Director
Raymond Eugene Goodson
/s/ Jami K. Nachtsheim	Director
Jami K. Nachtsheim
/s/ Peter E. Salas	Director
Peter E. Salas

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Index of Exhibits.

Exhibit No.	Exhibit Description
5.1	Legal Opinion of Pepper Hamilton LLP*
23.1	Consent of Burr, Pilger & Mayer, LLP*
23.2	Consent of Pepper Hamilton LLP (included in its legal opinion filed as Exhibit 5.1 to this registration statement)*
24.1	Powers of Attorney (included on the signature page of the Registration Statement)*
99.1	Southwall Technologies Inc. 2007 Long Term Incentive Plan*
99.2	Form of Southwall Technologies Inc. 2007 Long Term Incentive Plan Stock Option Award Agreement*
99.3	Form of Non-Qualified Stock Option Award to Director Agreement under the Southwall Technologies Inc. 2007 Long Term Incentive Plan*

* Filed herewith.

EX-5.1

EXHIBIT 5.1

LEGAL OPINION OF PEPPER HAMILTON LLP

November 12, 2008

Southwall Technologies, Inc.

3788 Fabian Way

Palo Alto, CA 94303

RE: Southwall Technologies, Inc. Registration

Statement on Form S-8

Ladies and Gentlemen:

We are special legal counsel to Southwall Technologies, Inc., a Delaware corporation (the “Company”).  We have been asked to deliver this opinion in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the “Registration Statement”) relating to 10,000,000 shares of the Company’s Common Stock, $.001 par value (the “Shares”).

The Shares are issuable pursuant to awards granted under the Company’s 2007 Long-Term Incentive Plan (the “2007 Plan”).

In connection with this opinion, we have examined the following documents (collectively, the “Documents”):

1. a copy of the Restated Articles of Incorporation, as amended, of the Company as in effect on the date hereof;

2. a copy of the Bylaws of the Company, as amended and in effect on the date hereof;

3. a Secretary’s Certificate certifying certain proceedings of stockholders and directors of the Company;

4. a certificate of Computershare Trust Company, the Company’s transfer agent and registrar;

5. the 2007 Plan; and

6. the Registration Statement.

For purposes of this opinion, we have assumed without any investigation:  (1) the legal capacity of each natural person; (2) the genuineness of each signature; (3) the completeness of each document submitted to us as an original and the conformity with the original of each document submitted to us as a copy; and (4) the completeness, accuracy and proper indexing of all governmental records.

We have not, except as specifically noted herein, made any independent review or investigation of orders, judgments, rules or other regulations or decrees by which the Company or any of its property may be bound.  Nor have we made any independent investigation as to the existence of actions, suits, investigations or proceedings, if any, pending or threatened against the Company.

Our opinions contained herein are limited to the laws of the State of Delaware, including the statutory provisions, and reported judicial decisions interpreting these laws, and the federal law of the United States of America.

Our opinions hereafter expressed are based solely upon:  (1) our review of the Documents; (2) discussions with those of our attorneys who have devoted substantive attention to the matters contained herein; and (3) such review of published sources of law as we have deemed necessary.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms and conditions of the 2007 Plan, will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm wherever it appears in the Registration Statement.

Very truly yours,

Pepper Hamilton LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Southwall Technologies, Inc.

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 28, 2008, relating to the consolidated financial statements and financial schedule of Southwall Technologies, Inc. appearing in its Annual Report on Form 10-K for the year ended December 31, 2007.

/s/ Burr, Pilger & Mayer LLP

Palo Alto, California

November 12, 2008

EX-99.1

Exhibit 99.1

Southwall Technologies Inc. 2007 Long-Term Incentive Plan

1.             Purposes of the Plan.  The purposes of this 2007 Long-Term Incentive Plan (the “Plan”) are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants, and to promote the success of the Company’s business.  Options, Stock Purchase Rights and other stock-based awards may be granted under the Plan.

2.             Definitions.  As used herein, the following definitions shall apply:

(a)           “Administrator” means the Board or the Committee responsible for administering the Plan, as applicable, in accordance with Section 5 hereof.

(b)           “Applicable Laws” means the requirements relating to the administration of stock options plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are granted under the Plan.

(c)           “Award” means any Option, Stock Purchase Right or other stock-based award granted pursuant to the Plan.

(d)           “Board” means the Board of Directors of the Company, as constituted from time to time.

(e)           “Code” means the Internal Revenue Code of 1986, as amended, or any successor statute or statutes thereto.  References to any particular Code section shall include any successor section.

(f)           “Committee” means a committee of Directors appointed by the Board in accordance with Section 5(b) hereof.

(g)           “Common Stock” means the Common Stock, $0.001 par value per share, of the Company.

(h)           “Company” means Southwall Technologies Inc., a Delaware corporation.

(i)           “Consultant” ” means any consultant or adviser if:  (i) the consultant or adviser renders bona fide services to a Related Company; (ii) the services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for a Related Company’s securities; and (iii) the consultant or adviser is a natural person who has contracted directly with a Related Company to render such services.

(j)           “Director” means a member of the Board.

(k)           “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.

(l)           “Employee” means any person, including Officers and Directors, employed by a Related Company (or who has accepted an offer for employment by a Related Company) who is subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance.  An Employee shall not cease to be an Employee in the case of (i) any leave of absence approved by a Related Company or (ii) transfers between locations of a Related Company or between the Related Companies, or any successor.  For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract.  If reemployment upon expiration of leave of absence approved by the Related Company is not so guaranteed, on the 181st day of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option.  Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

(m)           “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.  References to any particular Exchange Act section shall include any successor section.

(n)           “Exercise Price” or “Purchase Price” means the per Share price to be paid by a Participant or Purchaser to exercise an Option or Stock Purchase Right.

(o)           “Fair Market Value” means, as of any date, the value of a share of Common Stock determined as follows:

(i)           If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or the Nasdaq SmallCap Market of the Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for a share of such stock on that day (or, if there are no quotes for that day, on the last day preceding such date for which quotations were available), as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii)           If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for a share of Common Stock on the last market trading day prior to the day of determination (or, if there are no quotes on that day, on the last day preceding such date for which quotes were available); or

(iii)           In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator.

(p)           “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and which is designated as an Incentive Stock Option by the Administrator.

(q)           “Nonstatutory Stock Option” means an Option (or portion thereof) that is not designated as an Incentive Stock Option by the Administrator, or which is designated as an Incentive Stock Option by the Administrator but fails to qualify as an incentive stock option within the meaning of Section 422 of the Code.

(r)           “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(s)           “Option” means a stock option granted pursuant to the Plan.

(t)           “Optioned Stock” means the Common Stock subject to an Option or a Stock Purchase Right.

(u)           “Parent” means a “parent corporation,” whether now or hereafter existing, as a defined in Section 424(e) of the Code.

(v)           “Participant” means the holder of an outstanding Award.

(w)          “Plan” means this 2007 Long-Term Incentive Plan.

(x)           “Purchased Shares” means the shares of Common Stock purchased by a Participant pursuant to his or her exercise of an Award.

(y)           “Purchaser” means a Participant exercising an Option or Stock Purchase Right.

(z)           “Related Company” means and includes the Company and the Parent and any Subsidiaries of the Company.

(aa)         “Restricted Shares” means unvested shares of Common Stock acquired pursuant to the exercise of an Award which are subject to a Right of Repurchase.

(bb)         “Right of Repurchase” means the right of the Company to repurchase Restricted Shares issued pursuant to any Award.

(cc)          “Sale of the Company” means:  (i) a sale of substantially all of the assets of the Company; or (ii) a sale or transfer of voting securities of the Company to an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), in one transaction or a series of related transactions; or (iii) a consolidation or merger of the Company, in each case, as a result of which the beneficial holders of a majority of the voting power of the Company’s voting securities entitled to vote generally in the election of directors (“Voting Power”) prior to such transaction do not, directly or indirectly, beneficially hold a majority of the Voting Power (or of the voting power of the surviving or acquiring entity) after such transaction.

(dd)         “Section 16(b)” means Section 16(b) of the Exchange Act.

(ee)          “Service” means the Participant’s performance of services for a Related Company in the capacity of an Employee, Director or Consultant.

(ff)           “Service Provider” means an Employee, Director or Consultant.

(gg)         “Share” means a share of the Common Stock, as adjusted in accordance with Section 12 hereof.

(hh)         “Stock Option Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Option grant.  A Stock Option Agreement is subject to the terms and conditions of the Plan.

(ii)           “Stock Purchase Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of a Stock Purchase Right.  A Stock Purchase Agreement is subject to the terms and conditions of the Plan.

(jj)           “Stock Purchase Right’ means the right of a Participant to purchase Common Stock pursuant to Section 10 hereof.

(kk)         “Subsidiary” means “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

(ll)           “10% Stockholder” means the owner of stock (as determined under Section 424(d) of the Code) possessing more than ten percent (10%) of the voting power of all classes of stock of a Related Company.

3.              Effective Date and Term of Plan.  The Plan shall become effective upon its adoption by the Board.  No Awards shall be granted under the Plan after the completion of ten years from the earlier of (i) the date on which the Plan was adopted by the Board or (ii) the date the Plan was approved by the Company’s stockholders, but Awards previously granted may extend beyond that date.

4.             Stock Subject to the Plan.

(a)           Number of Shares.  Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares which may be subject to Awards and issued under the Plan is 10,000,000 Shares.  The Shares may be authorized but unissued shares or treasury shares.  If an Award expires or becomes unexercisable without having been exercised in full, the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated).  However, Shares that have actually been issued under the Plan, upon exercise of an Award, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if Restricted Shares are forfeited and repurchased by the Company at not more than their Exercise Price, such Shares shall become available for future Awards under the Plan.  Shares that are delivered by the Participant or withheld by the Company upon the exercise of an Option under the Plan, in payment of the exercise price thereof or tax withholding thereon, may again by optioned, granted or awarded hereunder, subject to the limitations of this Section 4(a).  Notwithstanding the provisions of this Section 4(a), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an Incentive Stock Option under Section 422 of the Code.

(b)           Per-Participant Limit.  Subject to adjustment under Section 12, for Awards granted after the Common Stock is registered under the Exchange Act, the maximum number of shares of Common Stock with respect to which an Award may be granted to any Participant under the Plan shall be 1,000,000 per calendar year.  The per-Participant limit described in this Section 4(b) shall be construed and applied consistently with Section 162(m) of the Code.

5.           Administration of the Plan.

(a)           Administration by Board of Directors.  The Plan will be administered by the Board.  The Board shall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable.  The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency.  All decisions by the Board shall be made in the Board's sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award.  No director or person acting pursuant to the authority delegated by the Board shall be liable for any action or determination relating to or under the Plan made in good faith.

(b)           Appointment of Committees.  To the extent permitted by Applicable Laws, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board.

(c)           Delegation to Executive Officers.  To the extent permitted by Applicable Laws, the Board may delegate to one or more executive officers of the Company the power to make Awards and exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the maximum number of shares subject to Awards and the maximum number of shares for any one Participant to be made by such executive officers.

(d)           Powers of the Administrator.  Subject to the provisions of the Plan and, in the case of a Committee or executive officer, the specific duties delegated by the Board to such Committee or executive officer, the Administrator shall have the authority in its discretion:

(i)          to determine the Fair Market Value;

(ii)         to select the Service Providers to whom Awards may from time to time be granted hereunder;

(iii)        to determine the number of Shares to be covered by each Award granted hereunder;

(iv)        to approve forms of agreement for use under the Plan;

(v)         to determine the terms and conditions of any Award granted hereunder.  Such terms and conditions include, but are not limited to, the Exercise Price or Purchase Price, the time or times when an Award may be exercised (which may be based on performance criteria), any vesting, acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vi)        to determine whether and under what circumstances an Option may be settled in cash under Section 13(f) instead of Common Stock;

(vii)       to prescribe, amend and rescind rules and regulations relating to the Plan; and

(vii)       to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan.

6.              Eligibility.

(a)           Nonstatutory Stock Options, Stock Purchase Rights and other stock-based awards (other than Incentive Stock Options) may be granted to Service Providers.  Incentive Stock Options may be granted only to Employees.

(b)           Each Option shall be designated in the Stock Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.  However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Related Companies) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options.  For purposes of this Section 6(b), Incentive Stock Options shall be taken into account in the order in which they were granted.  The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted.

7.             Term of Option.  The term of each Option shall be stated in the Stock Option Agreement; provided, however, that the term shall be no more than ten (10) years from the date of grant thereof.  In the case of an Incentive Stock Option granted to a 10% Stockholder, the term of the Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Stock Option Agreement.

8.             Option Exercise Price and Consideration.

(a)           The Exercise Price for the Shares to be issued upon exercise of an Option shall be such price as is determined by the Administrator; provided, however, that, in the case of an Incentive Stock Option granted to a 10% Stockholder, the Exercise Price shall be no less than 110% of the Fair Market Value per Share on the date of grant, and provided further that, in the case of an Incentive Stock Option granted to any other Employee, the Exercise Price shall be no less than 100% of the Fair Market Value per Share on the date of grant.

(b)           The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant and set forth in the Stock Option Agreement).  Such consideration may consist of (i) cash or a check payable to the Company, (ii) a promissory note of the Participant, (iii) wire transfer, (iv) when the Common Stock is registered under the Exchange Act, other Shares which (A) in the case of Shares acquired upon exercise of an Option, have been owned by the Participant for more than six months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, (v) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan, or (vi) any combination of the foregoing methods of payment.

9.             Exercise of Option.

(a)           Procedure for Exercise.  Any Option granted hereunder shall be exercisable according to the terms hereof at such times and under such conditions as determined by the Administrator and set forth in the Stock Option Agreement.  Unless the Administrator provides otherwise, vesting of Options granted hereunder shall be tolled during any unpaid leave of absence.  An Option may not be exercised for a fraction of a Share.

An Option shall be deemed exercised when the Company receives: (i) written notice of exercise (in accordance with the Stock Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised.  Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Stock Option Agreement and the Plan.  Shares issued upon exercise of an Option shall be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse.

Exercise of an Option in any manner shall result in a decrease in the number of Shares thereafter available, both for purposes of the Plan and sale under the Option, by the number of Shares as to which the Option is exercised.

(b)           Termination of Service.  If a Participant terminates Service other than by reason of the Participant’s death or Disability, such Participant may exercise his or her Option within such period of time as is specified in the Stock Option Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as set forth in the Stock Option Agreement).  In the absence of a specified time in the Stock Option Agreement, the Option shall remain exercisable for three months following the Participant’s termination of Service.  If, on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan.  If, after termination of Service, the Participant does not exercise his or her Option within the time specified by the Administrator in the Stock Option Agreement, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(c)           Disability of Participant.  If a Participant terminates Service as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Stock Option Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Stock Option Agreement).  In the absence of a specified time in the Stock Option Agreement, the Option shall remain exercisable for 12 months following the Participant’s termination of Service as the result of the Participant’s Disability.  If, on the date of termination of Service, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan.  If, after termination of Service, the Participant does not exercise his or her Option within the time specified in the Stock Option Agreement, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(d)           Death of Participant.  If a Participant dies while a Service Provider, the Option may be exercised within such period of time as is specified in the Stock Option Agreement to the extent that the Option is vested on the date of death (but in no event later than the expiration of the term of such Option as set forth in the Stock Option Agreement) by the Participant’s estate or by a person who acquires the right to exercise the Option by bequest or inheritance.  In the absence of a specified time in the Stock Option Agreement, the Option shall remain exercisable for 12 months following the Participant’s termination of Service because of death.  If, at the time of death, the Participant is not vested as to the entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to the Plan.  If the Option is not so exercised within the time specified in the Stock Option Agreement, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(e)           Unvested Shares.  The Administrator shall have the discretion to grant Options which are exercisable for Restricted Shares.  Should the Participant terminate Service or fail to satisfy performance objectives while holding such Restricted Shares, the Company shall have a Right of Repurchase, at the Exercise Price paid per Share or such other price determined by the Administrator and set forth in the Stock Option Agreement, with respect to any or all of those Restricted Shares.  The terms upon which such Right of Repurchase shall be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased Shares) shall be established by the Administrator and set forth in the  Stock Option Agreement or other document evidencing such repurchase right.

10.            Stock Purchase Rights.

(a)           Rights to Purchase.  Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other Awards granted under the Plan and/or cash awards made outside of the Plan.  After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the Participant in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid, and the time within which such person must accept such offer.  The offer shall be accepted by execution of a Stock Purchase Agreement in the form determined by the Administrator.

(b)           Right of Repurchase.  Unless the Administrator determines otherwise, the Stock Purchase Agreement shall grant the Company a Right of Repurchase exercisable upon the termination of the Purchaser’s Service with the Company for any reason (including death or disability) or upon the failure to satisfy any performance objectives or other conditions specified in the Stock Purchase Agreement.  Shares issued as Restricted Shares may not be sold, assigned, transferred, pledged or otherwise disposed of, except by will or the laws of descent and distribution, or as otherwise determined by the Administrator in the Stock Purchase Agreement, for such period as the Administrator shall determine.  The purchase price for Restricted Shares repurchased pursuant to the Right of Repurchase shall be the purchase price paid by the Purchaser or such other price determined by the Administrator and set forth in the Stock Purchase Agreement, and may be paid by cancellation of any indebtedness of the Purchaser to the Company.  The Right of Repurchase shall lapse upon such conditions or at such rate as the Administrator may determine and set forth in the Stock Purchase Agreement.

Each certificate for Restricted Shares shall bear an appropriate legend referring to the Right of Repurchase and other restrictions and shall be deposited by the stockholder with the Company together with a stock power endorsed in blank.  Any attempt to dispose of Restricted Shares in contravention of the Right of Repurchase and other restrictions shall be null and void and without effect.  If Restricted Shares shall be repurchased by the Company pursuant to the Right of Repurchase, the stockholder shall forthwith deliver to the Company the certificates for the Restricted Shares, accompanied by such instrument of transfer, if any, as may reasonably be required by the Company.  If the Company does not exercise its Right of Repurchase, such Right of Repurchase shall terminate and be of no further force and effect.

The Administrator may in its discretion waive the surrender and cancellation of one or more Restricted Shares (or other assets attributable thereto) which would otherwise occur upon the non-completion of the vesting schedule or other conditions applicable to those Restricted Shares.  Such waiver shall result in the immediate vesting of the Purchaser’s interest in the Restricted Shares as to which the waiver applies.  Such waiver may be effected at any time, whether before or after the Purchaser’s termination of Service or the attainment or non-attainment of the applicable conditions.

(c)           Other Provisions.  The Stock Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion.

11.           Other Stock-Based Awards.  The Administrator  shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Administrator may determine, including the grant of Shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights.

12.           Adjustments Upon Changes in Capitalization or Dissolution or Sale of the Company.

(a)           Changes in Capitalization.  In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than a normal cash dividend, (i) the number and class of securities available under the Plan, (ii) the per-Participant limit set forth in Section 4(b), (iii) the number and class of securities and exercise price per share subject to each outstanding Award, (iv) the price per share at which outstanding Restricted Shares may be repurchased pursuant to a Right of Repurchase and (v) the terms of each other outstanding Award shall be appropriately adjusted by the Company (or substituted Awards may be made, if applicable) to the extent the Administrator shall determine, in good faith, that such an adjustment (or substitution) is necessary and appropriate.

(b)           Dissolution or Liquidation.  In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction.  The Administrator in its discretion may provide for a Participant to have the right to exercise his or her Award until 15 days prior to such transaction as to all of the Shares covered thereby, including Shares as to which the Award would not otherwise be exercisable.  In addition, the Administrator may provide that any Right of Repurchase applicable to any Restricted Shares purchased upon exercise of an Option or Stock Purchase Right shall lapse as to all such Shares, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated.  To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed dissolution or liquidation of the Company.

(c)           Sale of the Company.  Except as otherwise provided in any Stock Option Agreement or Stock Purchase Agreement or other document evidencing such rights, in the event of a Sale of the Company when any unexercised Award or any Restricted Shares remains outstanding, the Administrator may in its discretion apply one or more or any combination of the following provisions:

(i)           the Administrator may provide that outstanding Awards or Restricted Shares shall be assumed or an equivalent option or right or restricted stock substituted by the successor entity or a Parent or Subsidiary thereof; or

(ii)           the Administrator may, subject to the provisions of clauses (iv) and (v) below, after the effective date of the Sale of the Company, permit a holder of an Award immediately prior to such effective date, upon exercise of the Award, to receive in lieu of Shares of Common Stock, shares of stock or other securities or consideration as the holders of Common Stock received pursuant to the terms of the Sale of the Company; or

(iii)           the Administrator may waive any discretionary limitations imposed with respect to an Award so that some or all Options or Stock Purchase Rights, from and after a date prior to the effective date of the Sale of the Company as specified by the Administrator, are exercisable in full and any Restricted Shares shall cease to be subject to restrictions in whole or in part; or

(iv)           the Administrator may cause any outstanding Awards to be canceled as of the effective date of the Sale of the Company, provided that notice of cancellation is given to each holder of an Award, and each holder of an Award has the right to exercise the Award in full prior to or contemporaneous with the effective date of such Sale of the Company; or

(v)           the Administrator may cause any outstanding Awards to be canceled as of the effective date of the Sale of the Company, provided that notice of such cancellation is given to each holder of an Award, and each holder of an Award has the right to exercise the Award, to the extent exercisable in accordance with any limitations imposed thereon, prior to or contemporaneous with the effective date of such Sale of the Company.

13.           General Provisions Applicable to Awards.  Every Award and all Shares issued pursuant to the Plan shall be subject to the following provisions:

(a)           Time of Granting Awards.  The date of grant of an Award shall, for all purposes, be the date on which the Administrator makes the determination granting such Award, or such other date as is determined by the Administrator.  The Administrator will give notice of the determination to each Service Provider to whom an Award is so granted within a reasonable time after the date of such grant.

(b)           No Rights to Employment or Other Status.  Neither the Plan nor any Award shall confer upon any Participant any rights with respect to continuing in Service with any Related Company, nor shall the Plan or any Award interfere in any way with the Participant’s right or the Related Company’s right to terminate the Participant’s Service at any time, with or without cause.

(c)           Rights as a Stockholder.  Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise of an Award.  The Company shall issue (or cause to be issued) the Shares promptly after an Award is duly exercised.  No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 12 hereof.

(d)           Acceleration.  The Administrator may at any time provide that any Awards shall become immediately exercisable in full or in part or that any Restricted Shares shall be free of restrictions or conditions in full or in part or otherwise realizable in full or in part, as the case may be.

(e)           Buyout Provisions.  The Administrator may at any time and from time to time offer to buy out for a payment in cash or Shares any Award previously granted, based on such terms and conditions as the Administrator shall establish and communicate to the holder of such Award at the time such offer is made.

(f)            Conditions on Delivery of Shares.  The Company shall not be obligated to deliver any Shares pursuant to the Plan or to remove any restrictions from Shares previously delivered under the Plan, until (i) all conditions of the Award have been met or removed to the satisfaction of the Administrator, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such Shares have been satisfied in accordance with Applicable Laws; and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of Applicable Laws.

(g)           Amendment of Award.  The Administrator may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or different type, converting an Incentive Stock Option to a Nonstatutory Stock Option, provided that the Participant’s consent to such action shall be required unless the Administrator determines that the action would not materially and adversely affect the Participant.

(h)           Withholding Taxes.  Each Participant shall pay to the Company, or make provisions satisfactory to the Administrator for payment of, any taxes required by Applicable Laws to be withheld in connection with any Awards to the Participant no later than the date of the event creating the tax liability.  Except as the Administrator may otherwise provide in an Award, when the Common Stock is registered under the Exchange Act, Participants may satisfy such tax obligations in whole or in part by delivery of Shares, including Shares retained from the Award creating the tax obligation, valued at their Fair Market Value.  The Company may, to the extent permitted by Applicable Laws, deduct any such tax obligations from any payment of any kind otherwise due to a Participant.

(i)           Cancellation and Forfeiture for Misconduct.  Notwithstanding the terms of any Award or other provision of the Plan, in the event of any Misconduct by the Participant or Purchaser (whether before or after the termination of Service), (i) all Awards granted to the Participant shall be terminated and the holder thereof shall have no further rights thereunder and (ii) all Shares then held by the Participant or Purchaser (or any successor) which were acquired by the Participant or Purchaser (or any successor) pursuant to an Award under the Plan shall thereupon be (or revert to being) Restricted Shares and shall be subject to a Right of Repurchase exercisable by the Company at any time within 180 days after the occurrence of such Misconduct or, if later, 180 days after the Company has knowledge of such Misconduct.  The purchase price for Shares repurchased by the Company pursuant to the Right of Repurchase pursuant to this Section 13(j) shall be equal to the purchase price originally paid by the Participant or Purchaser for such Shares.  The following shall constitute “Misconduct” by an Participant or Purchaser:  (i) the unauthorized use or disclosure of the confidential information or trade secrets of any Related Company which use or disclosure causes material harm to the Related Company; (ii) conviction of a crime involving moral turpitude, deceit, dishonesty or fraud; (iii) gross negligence or willful misconduct of the Participant or Purchaser with respect to any Related Company; or (iv) the breach by the Participant or Purchaser of any material term of an agreement with a Related Company including covenants not to compete and provisions relating to confidential information and intellectual property rights.

(j)           Limits on Transferability of Awards.  An Incentive Stock Option shall be exercisable only by the Participant during his or her lifetime and shall not be assignable or transferable other than by will or by the laws of descent and distribution following the Participant’s death.  A Nonstatutory Stock Option, Stock Purchase Right or Shares may be assigned in whole or in part during the Participant’s lifetime to one or more members of the Participant’s family or to a trust established exclusively for one or more such family members or to the Participant’s former spouse, to the extent such assignment is in connection with the Participant’s estate plan or pursuant to a domestic relations order.  The assigned portion may only be exercised by the person or persons who acquired a proprietary interest in the Nonstatutory Stock Option, Stock Purchase Right or Shares pursuant to the assignment.  The terms applicable to such assigned portion shall be the same as those in effect for the Nonstatutory Stock Option, Stock Purchase Right or Shares immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Administrator may deem appropriate.  Notwithstanding the foregoing, the Participant may also designate one or more persons as the beneficiary or beneficiaries of his or her outstanding Awards under the Plan, and those Awards shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon the Participant’s death while holding those Awards.  Such beneficiary or beneficiaries shall take the transferred Awards subject to all terms and conditions of the applicable agreement evidencing each such transferred Award, including (without limitation) the limited time period during which Awards may be exercised following the Participant’s death.

(k)           Documentation.  Each Award shall be evidenced by a written instrument in such form as the Administrator shall determine. Each Award may contain terms and conditions in addition to those set forth in the Plan.

(l)           Administrator Discretion.  Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award.  The terms of each Award need not be identical, and the Administrator need not treat Participants uniformly.

14.           Amendment and Termination of the Plan.

(a)             Amendment and Termination.  The Board may at any time amend, alter, suspend or terminate the Plan.

(b)             Stockholder Approval.  The Board shall obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

(c)             Effect of Amendment or Termination.  No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company.  Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

15.           Reservation of Shares.  The Company, during the term of the Plan, shall at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

16.           Stockholder Approval.  The Plan shall be subject to approval by the stockholders of the Company within 12 months after the date the Plan is adopted.  Such stockholder approval shall be obtained in the degree and manner required under Applicable Laws.

17.           Governing Law.  The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts, without regard to any applicable conflicts of law.

EX-99.2

EXHIBIT 99.2

Southwall Technologies Inc.

Incentive Stock Option Agreement

INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) by and between Southwall Technologies Inc., a Delaware corporation (the “Company”), and the employee of the Company or a Related Company (the “Participant”) specified in Schedule A appended to this Agreement (“Schedule A”).

WHEREAS, the Company maintains the Southwall Technologies Inc. 2007 Long-Term Incentive Plan (the “Plan”); and

WHEREAS, the Participant renders important services to the Company or a Related Company, and the Company desires to grant a stock option to the Participant; and

WHEREAS, the Board of Directors of the Company (the “Board”) or the Administrator (as defined in the Plan), acting pursuant to the Plan, has authorized the grant of this Incentive Stock Option to the Participant subject to the terms and conditions of the Plan and the additional terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Participant hereby agree as follows:

1.        Grant of Option.  The Company hereby grants to the Participant, and the Participant hereby accepts, an Incentive Stock Option (the “Option”) to purchase from the Company that number of shares of the Company’s Common Stock, $0.001 par value per share (the “Shares”), specified in Schedule A.  This Agreement and the Option hereby granted to the Participant are subject to all of the terms and conditions of the Plan which are incorporated herein by this reference; any term used herein shall have the meaning assigned thereto in the Plan, unless such term is otherwise specifically defined herein.

This Option is intended to constitute an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2.        Option Price; Date of Grant.  This Option may be exercised at the option price per Share specified in Schedule A, which the Board or the Administrator has determined, in accordance with Section 8 of the Plan, is either (a) 100% of the fair market value of a Share on the Date of Grant of this Option, if the Participant possesses ten percent or less of the total combined voting power of all classes of stock of the Company or any Related Company, or (b) 110% or more of the fair market value of a Share on the Date of Grant of this Option, if the Participant possesses more than ten percent of the total combined voting power of all classes of stock of the Company or any Related Company.  The Date of Grant of this Option is specified in Schedule A.

3.        Term of Option; Vesting and Service Requirements.  This Option shall expire on the date specified in Schedule A (the “Expiration Date”).  This Option shall be exercisable to the extent of the number of Shares vested as of the date of exercise, in accordance with the vesting schedule provided in Schedule A.  If exercised in part, the Option may be exercised only once in each calendar quarter, except with the express written consent of the Company.  The vesting installments provided in Schedule A are cumulative, and this Option will remain exercisable with respect to all vested but unexercised installments until the Option expires on the Expiration Date, unless the Option is sooner terminated as provided in Section 7 or Section 8 of this Agreement.

4.        Other Conditions and Limitations.  The Option shall not be assignable or transferable by the Participant otherwise than by will or by the laws of descent and distribution, and the Option shall be exercisable during the lifetime of the Participant by the Participant only.

5.        Exercise of Option.  Written notice of the exercise of the Option or any portion thereof shall be given to the Company’s Stock Administration Departmentaccompanied by the option price in (a) cash or a check payable to the Company, (b) other Shares which (i) in the case of Shares acquired upon exercise of an Option, have been owned by the Participant for more than six months on the date of surrender, and (ii) have a fair market value on the date of surrender equal to the aggregate Exercise Price (as defined in the Plan) of the Shares as to which such Option shall be exercised, (c) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan, or (d) any combination of the foregoing methods of payment.

6.        Stock Dividends; Stock Splits; Stock Combinations; Recapitalizations.  Appropriate adjustment shall be made in the maximum number of Shares subject to this Option and in the number, kind and option price of Shares covered by this Option to the extent it remains outstanding, to give effect to any stock dividends, stock splits, stock combinations, recapitalizations and other similar changes in the capital structure of the Company after the Date of Grant of this Option, as determined by the Board or the Administrator in accordance with Section 12 of the Plan.

7.        Capital Changes and Business Successions.  Upon the occurrence of any of the following events, the Participant’s rights with respect to this Option shall be adjusted as hereinafter provided:

a.           Sale of the Company.  If the Company is to be consolidated with or acquired by another entity in a Sale of the Company (as defined in Section 2 of the Plan), the Board or the Administrator or the board of directors of any entity assuming the obligations of the Company hereunder, may, as to this Option: (i) provide that this Option be assumed or an equivalent option be substituted by the successor entity or a parent or subsidiary thereof, (ii) subject to the provisions of clauses (iv) and (v) below, after the effective date of the Sale of the Company, permit the Participant immediately prior to such effective date, upon exercise of this Option, to receive in lieu of Shares, shares of stock or other securities or consideration as the holders of Common Stock received pursuant to the Sale of the Company, (iii) waive any discretionary limitations imposed with respect to the Option so that some or all of this Option, from and after a date prior to the effective date of the Sale of the Company, is exercisable in full, (iv) cause this Option to be cancelled as of the effective date of the Sale of the Company, provided that notice of cancellation is given to the Participant and such Participant has the right to exercise this Option in full prior to or contemporaneously with the effective date of the Sale of the Company, or (v) cause this Option to be cancelled as of the effective date of the Sale of the Company, provided that notice of such cancellation is given to the Participant and such Participant has the right to exercise this Option, to the extent exercisable in accordance with the terms hereof, prior to or contemporaneously with the effective date of the Sale of the Company.

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b.           Dissolution or Liquidation.  Subject to the provisions of Section 12(b) of the Plan, in the event of the proposed dissolution or liquidation of the Company, this Option will terminate immediately prior to the consummation of such proposed action or at such other time and subject to such other conditions as shall be determined by the Board or the Administrator.

c.           Issuances of Securities.  Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to this Option.  No adjustments shall be made for dividends paid in cash or in property other than securities of the Company.

8.        Termination of Option.  In the event that the Participant terminates Service, within the meaning specified in the Plan, with the Company, or a Related Company, for any reason at any time prior to the exercise of this Option in full, this Option shall terminate in accordance with the following provisions:

a.           if the Participant’s Service shall have been terminated by the Company involuntarily for Misconduct, within the meaning specified in the Plan, this Option shall terminate and may no longer be exercised;

b.           if the Participant’s Service shall have terminated by resignation or other voluntary action, the Participant may at any time within a period of thirty (30) days after such termination of Service exercise this Option to the extent it was exercisable on the date of termination of the Participant’s Service, provided however that such thirty (30) day period shall be extended based on the Participant’s years of service with the Company (as determined under the Company’s standard policy for determining years of service) as follows: (i) to three (3) months upon completion of five (5) years of service; (ii) to six (6) months upon completion of ten (10) years of service; (iii) to nine (9) months upon completion of fifteen (15) years of service; and (iv) to one (1) year upon completion of twenty (20) years of service;

c.           if the Participant’s Service shall have been terminated involuntarily and not for Misconduct, the Participant may at any time within a period of three (3) months after such termination of Service exercise this Option to the extent it was exercisable on the date of termination of the Participant’s Service; provided however that such three (3) month period shall be extended based on the Participant’s years of service with the Company (as determined under the Company’s standard policy for determining years of service) as follows: (i) to six (6) months upon completion of ten (10) years of service; (ii) to nine (9) months upon completion of fifteen (15) years of service; and (iii) to one (1) year upon completion of twenty (20) years of service

d.           if the Participant’s Service shall have been terminated because of Disability, within the meaning specified in the Plan, the Participant may at any time within a period of 12 months after such termination of Service exercise this Option to the extent that the Option was exercisable on the date of termination of the Participant’s Service; or

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e.           if the Participant dies while a Service Provider (within the meaning specified in the Plan), the Option, to the extent that the Participant was entitled to exercise it on the date of death, may be exercised within a period of 12 months after the Participant’s death by the person or persons to whom the Participant’s rights under the Option shall pass by will or by the laws of descent and distribution;

provided, however, that this Option may not be exercised to any extent by anyone after the Expiration Date.

9.        Tax Treatment of Option; Notice of Disposition of Shares.  Although this Option is intended to constitute an “incentive stock option” within the meaning of Section 422 of the Code, the Company makes no representations as to the tax treatment of the Participant upon the receipt or exercise of this Option or the sale or other disposition of the Shares issued pursuant to this Option.  The Participant should obtain advice from an appropriate independent professional adviser with respect to the taxation implications of the grant, exercise, assignment, release, cancellation or any other disposal of this Option (each, a “Trigger Event”) and on any subsequent sale or disposition of the Shares. The Participant should also take advice in respect of the taxation indemnity provisions under Section 10 below. The Participant shall notify the Company within seven  days after the date the Participant sells or otherwise disposes of any Shares acquired by the exercise of this Option within either (a) two years from the Date of Grant or (b) one year after the exercise of this Option for such Shares.

10.      The Participant’s Taxation Indemnity.

a.           To the extent permitted by law, the Participant hereby agrees to indemnify and keep indemnified the Company as trustee for and on behalf of any affiliate entity, in respect of any liability or obligation of the Company and/or any affiliate entity to account for income tax or any other taxation provisions under the laws of the Participant’s country or citizenship and/or residence to the extent arising from a Trigger Event or arising out of the acquisition, retention and disposal of the Shares.

b.           The Company shall not be obliged to allot and issue any of the Shares or any interest in the Shares unless and until the Participant has paid to the Company such sum as is, in the opinion of the Company, sufficient to indemnify the Company in full against any liability the Company has for any amount of, or representing, income tax or any other tax arising from a Trigger Event (the “Option Tax Liability”), or the Participant has made such other arrangement as in the opinion of the Company will ensure that the full amount of any Option Tax Liability will be recovered from the Participant within such period as the Company may then determine.

11.      No Rights as a Stockholder; No Obligation to Continue Service.  The Participant shall have no rights as a stockholder with respect to the Shares subject to the Option until the exercise of the Option and the issuance of a stock certificate for the Shares with respect to which the Option shall have been exercised.  Nothing herein contained shall impose any obligation on the Company or any of its subsidiaries or the Participant with respect to the Participant’s continued Service with the Company or any of its subsidiaries.  Nothing herein contained shall impose any obligation upon the Participant to exercise the Option.

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12.      Relationship to Plan.  The Option contained in this Agreement has been granted pursuant to the Plan, and is in all respects subject to the terms, conditions and definitions of the Plan, as amended from time to time.  The Participant hereby accepts this Option subject to all the terms and provisions of the Plan and agrees that all decisions under and interpretations of the Plan by the Board shall be final, binding and conclusive upon the Participant and the Participant’s permitted heirs, executors, administrators, successors and assigns.

13.       Miscellaneous.  In case any one or more of the provisions or part of any provision contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or part of a provision had never been contained herein.  This Agreement shall be binding upon and inure to the benefit of the parties hereto, and to their respective heirs, executors, administrators, successors and assigns.  This Agreement shall be governed by and construed and administered in accordance with the laws of the State of Delaware.

14.      Data Protection.

a.           To facilitate the administration of the Plan and this Agreement, it will be necessary for the Company (or its payroll administrators) to collect, hold and process certain personal information about the Participant and to transfer this data to certain third parties such as brokers with whom the Participant may elect to deposit any share capital under the Plan.  The Participant consents to the Company (or its payroll administrators) collecting, holding and processing the Participant’s personal data and transferring this data to the Company or any other third parties insofar as is reasonably necessary to implement, administer and manage the Plan.

b.           The Participant understands that the Participant may, at any time, view the Participant’s personal data, require any necessary corrections to it or withdraw the consents herein in writing by contacting the Company, but acknowledges that without the use of such data it may not be practicable for the Company to administer the Participant’s involvement in the Plan in a timely fashion or at all and this may be detrimental to the Participant.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Date of Grant specified in Schedule A.

SOUTHWALL TECHNOLOGIES INC.

By:

Name:

Title:

Participant:

Print Name:

____________________________________

IRS Circular 230 Disclosure:  To ensure compliance with requirements imposed by the IRS, we inform you that any tax advice contained in this communication (including any attachments) (i) was not intended or written to be used, and cannot be used, for the purpose of avoiding any tax penalty and (ii) was not written to promote, market or recommend the transaction or matter addressed in the communication.  Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

Southwall Technologies Inc.

Incentive Stock Option Agreement

SCHEDULE A

This Schedule A sets forth certain information and provisions referred to in the Incentive Stock Option Agreement to which this Schedule A is appended.

1. The Participant is [NAME], whose address is [ADDRESS], and whose social security number is [SS].

2. The number of option Shares is [NUMBER OF SHARES].

3. The option price per Share for such option Shares is $[___].

4. The Date of Grant of the Option is [_____________].

5. The Expiration Date of the Option is [_____________].

6. The Shares shall “vest” and become exercisable as follows: 25% shall vest on each anniversary of the Date of Grant set forth above such that the Option shall be fully vested on the fourth anniversary of the Date of Grant, provided that the Participant remains a Service Provider of the Company or a Related Company.

EX-99.3

EXHIBIT 99.3

Southwall Technologies Inc.

Non-Qualified Stock Option Agreement

NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) by and between Southwall Technologies Inc., a Delaware corporation (the “Company”), and the employee of the Company or a Related Company (the “Participant”) specified in Schedule A appended to this Agreement (“Schedule A”).

WHEREAS, the Company maintains the Southwall Technologies Inc. 2007 Long-Term Incentive Plan (the “Plan”); and

WHEREAS, the Participant renders important services to the Company or a Related Company, and the Company desires to grant a stock option to the Participant; and

WHEREAS, the Board of Directors of the Company (the “Board”) or the Administrator (as defined in the Plan), acting pursuant to the Plan, has authorized the grant of this Non-Qualified Stock Option to the Participant subject to the terms and conditions of the Plan and the additional terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Participant hereby agree as follows:

1.         Grant of Option.  The Company hereby grants to the Participant, and the Participant hereby accepts, a Non-Qualified Stock Option (the “Option”) to purchase from the Company that number of shares of the Company’s Common Stock, $0.001 par value per share (the “Shares”), specified in Schedule A.  This Agreement and the Option hereby granted to the Participant are subject to all of the terms and conditions of the Plan which are incorporated herein by this reference; any term used herein shall have the meaning assigned thereto in the Plan, unless such term is otherwise specifically defined herein.

2.         Option Price; Date of Grant.  This Option may be exercised at the option price per Share specified in Schedule A, which the Board or the Administrator has determined, in accordance with Section 8 of the Plan.  The Date of Grant of this Option is specified in Schedule A.

3.         Term of Option; Vesting and Service Requirements.  This Option shall expire on the date specified in Schedule A (the “Expiration Date”).  This Option shall be exercisable to the extent of the number of Shares vested as of the date of exercise, in accordance with the vesting schedule provided in Schedule A.  If exercised in part, the Option may be exercised only once in each calendar quarter, except with the express written consent of the Company.  The vesting installments provided in Schedule A are cumulative, and this Option will remain exercisable with respect to all vested but unexercised installments until the Option expires on the Expiration Date, unless the Option is sooner terminated as provided in Section 7 or Section 8 of this Agreement.

4.         Other Conditions and Limitations.  The Option shall not be assignable or transferable by the Participant otherwise than by will or by the laws of descent and distribution, and the Option shall be exercisable during the lifetime of the Participant by the Participant only.

5.         Exercise of Option.  Written notice of the exercise of the Option or any portion thereof shall be given to the Company’s Stock Administration Department accompanied by the option price in (a) cash or a check payable to the Company, (b) other Shares which (i) in the case of Shares acquired upon exercise of an Option, have been owned by the Participant for more than six months on the date of surrender, and (ii) have a fair market value on the date of surrender equal to the aggregate Exercise Price (as defined in the Plan) of the Shares as to which such Option shall be exercised, (c) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan, or (d) any combination of the foregoing methods of payment.

6.         Stock Dividends; Stock Splits; Stock Combinations; Recapitalizations.  Appropriate adjustment shall be made in the maximum number of Shares subject to this Option and in the number, kind and option price of Shares covered by this Option to the extent it remains outstanding, to give effect to any stock dividends, stock splits, stock combinations, recapitalizations and other similar changes in the capital structure of the Company after the Date of Grant of this Option, as determined by the Board or the Administrator in accordance with Section 12 of the Plan.

7.         Capital Changes and Business Successions.  Upon the occurrence of any of the following events, the Participant’s rights with respect to this Option shall be adjusted as hereinafter provided:

a.           Sale of the Company.  If the Company is to be consolidated with or acquired by another entity in a Sale of the Company (as defined in Section 2 of the Plan), the Board or the Administrator or the board of directors of any entity assuming the obligations of the Company hereunder, may, as to this Option, (i) provide that this Option be assumed or an equivalent option be substituted by the successor entity or a parent or subsidiary thereof, (ii) subject to the provisions of clauses (iv) and (v) below, after the effective date of the Sale of the Company, permit the Participant immediately prior to such effective date, upon exercise of this Option, to receive in lieu of Shares, shares of stock or other securities or consideration as the holders of Common Stock received pursuant to the Sale of the Company, (iii) waive any discretionary limitations imposed with respect to the Option so that some or all of this Option, from and after a date prior to the effective date of the Sale of the Company, is exercisable in full, (iv) cause this Option to be cancelled as of the effective date of the Sale of the Company, provided that notice of cancellation is given to the Participant and such Participant has the right to exercise this Option in full prior to or contemporaneously with the effective date of the Sale of the Company, or (v) cause this Option to be cancelled as of the effective date of the Sale of the Company, provided that notice of such cancellation is given to the Participant and such Participant has the right to exercise this Option, to the extent exercisable in accordance with the terms hereof, prior to or contemporaneously with the effective date of the Sale of the Company.

b.           Dissolution or Liquidation.  Subject to the provisions of Section 12(b) of the Plan, in the event of the proposed dissolution or liquidation of the Company, this Option will terminate immediately prior to the consummation of such proposed action or at such other time and subject to such other conditions as shall be determined by the Board or the Administrator.

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c.           Issuances of Securities.  Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to this Option.  No adjustments shall be made for dividends paid in cash or in property other than securities of the Company.

8.        Termination of Option.  In the event that the Participant terminates Service, within the meaning specified in the Plan, with the Company, or a Related Company, for any reason at any time prior to the exercise of this Option in full, this Option shall terminate in accordance with the following provisions:

a.           if the Participant’s Service shall have been terminated by the Company involuntarily for Misconduct, within the meaning specified in the Plan, this Option shall terminate and may no longer be exercised;

b.           if the Participant’s Service shall have terminated by resignation or other voluntary action, the Participant may at any time within a period of thirty (30) days after such termination of Service exercise this Option to the extent it was exercisable on the date of termination of the Participant’s Service, provided however that such thirty (30) day period shall be extended based on the Participant’s years of service with the Company (as determined under the Company’s standard policy for determining years of service) as follows: (i) to three (3) months upon completion of five (5) years of service; (ii) to six (6) months upon completion of ten (10) years of service; (iii) to nine (9) months upon completion of fifteen (15) years of service; and (iv) to one (1) year upon completion of twenty (20) years of service;

c.           if the Participant’s Service shall have been terminated involuntarily and not for Misconduct, the Participant may at any time within a period of three (3) months after such termination of Service exercise this Option to the extent it was exercisable on the date of termination of the Participant’s Service; provided however that such three (3) month period shall be extended based on the Participant’s years of service with the Company (as determined under the Company’s standard policy for determining years of service) as follows: (i) to six (6) months upon completion of ten (10) years of service; (ii) to nine (9) months upon completion of fifteen (15) years of service; and (iii) to one (1) year upon completion of twenty (20) years of service

d.           if the Participant’s Service shall have been terminated because of Disability, within the meaning specified in the Plan, the Participant may at any time within a period of 12 months after such termination of Service exercise this Option to the extent that the Option was exercisable on the date of termination of the Participant’s Service; or

e.           if the Participant dies while a Service Provider, within the meaning specified in the Plan, the Option, to the extent that the Participant was entitled to exercise it on the date of death, may be exercised within a period of 12 months after the Participant’s death by the person or persons to whom the Participant’s rights under the Option shall pass by will or by the laws of descent and distribution;

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provided, however, that this Option may not be exercised to any extent by anyone after the Expiration Date.

9.         Tax Treatment of Option.  This Option is not intended to constitute an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Company makes no representations as to the tax treatment of the Participant upon the receipt or exercise of this Option or the sale or other disposition of the Shares issued pursuant to this Option.  The Participant should obtain advice from an appropriate independent professional adviser with respect to the taxation implications of the grant, exercise, assignment, release, cancellation or any other disposal of this Option (each, a “Trigger Event”) and on any subsequent sale or disposition of the Shares. The Participant should also take advice in respect of the taxation indemnity provisions under Section 10 below.

10.       The Participant’s Taxation Indemnity.

a.           To the extent permitted by law, the Participant hereby agrees to indemnify and keep indemnified the Company as trustee for and on behalf of any affiliate entity, in respect of any liability or obligation of the Company and/or any affiliate entity to account for income tax or any other taxation provisions under the laws of the Participant’s country or citizenship and/or residence to the extent arising from a Trigger Event or arising out of the acquisition, retention and disposal of the Shares.

b.           The Company shall not be obliged to allot and issue any of the Shares or any interest in the Shares unless and until the Participant has paid to the Company such sum as is, in the opinion of the Company, sufficient to indemnify the Company in full against any liability the Company has for any amount of, or representing, income tax or any other tax arising from a Trigger Event (the “Option Tax Liability”), or the Participant has made such other arrangement as in the opinion of the Company will ensure that the full amount of any Option Tax Liability will be recovered from the Participant within such period as the Company may then determine.

11.      No Rights as a Stockholder; No Obligation to Continue Service.  The Participant shall have no rights as a stockholder with respect to the Shares subject to the Option until the exercise of the Option and the issuance of a stock certificate for the Shares with respect to which the Option shall have been exercised.  Nothing herein contained shall impose any obligation on the Company or any of its subsidiaries or the Participant with respect to the Participant’s continued Service with the Company or any of its subsidiaries.  Nothing herein contained shall impose any obligation upon the Participant to exercise the Option.

12.      Relationship to Plan.  The Option contained in this Agreement has been granted pursuant to the Plan, and is in all respects subject to the terms, conditions and definitions of the Plan, as amended from time to time.  The Participant hereby accepts this Option subject to all the terms and provisions of the Plan and agrees that all decisions under and interpretations of the Plan by the Board shall be final, binding and conclusive upon the Participant and the Participant’s permitted heirs, executors, administrators, successors and assigns.

13.      Miscellaneous.  In case any one or more of the provisions or part of any provision contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or part of a provision had never been contained herein.  This Agreement shall be binding upon and inure to the benefit of the parties hereto, and to their respective heirs, executors, administrators, successors and assigns.  This Agreement shall be governed by and construed and administered in accordance with the laws of the State of Delaware.

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14.       Data Protection.

a.           To facilitate the administration of the Plan and this Agreement, it will be necessary for the Company (or its payroll administrators) to collect, hold and process certain personal information about the Participant and to transfer this data to certain third parties such as brokers with whom the Participant may elect to deposit any share capital under the Plan.  The Participant consents to the Company (or its payroll administrators) collecting, holding and processing the Participant’s personal data and transferring this data to the Company or any other third parties insofar as is reasonably necessary to implement, administer and manage the Plan.

b.           The Participant understands that the Participant may, at any time, view the Participant’s personal data, require any necessary corrections to it or withdraw the consents herein in writing by contacting the Company, but acknowledges that without the use of such data it may not be practicable for the Company to administer the Participant’s involvement in the Plan in a timely fashion or at all and this may be detrimental to the Participant.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Date of Grant specified in Schedule A.

SOUTHWALL TECHNOLOGIES INC.

By:

Name:

Title:

Participant:

Print Name:

IRS Circular 230 Disclosure:  To ensure compliance with requirements imposed by the IRS, we inform you that any tax advice contained in this communication (including any attachments) (i) was not intended or written to be used, and cannot be used, for the purpose of avoiding any tax penalty and (ii) was not written to promote, market or recommend the transaction or matter addressed in the communication.  Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

5

Southwall Technologies Inc.

Non-Qualified Stock Option Agreement

SCHEDULE A

This Schedule A sets forth certain information and provisions referred to in the Non-Qualified Stock Option Agreement to which this Schedule A is appended.

1. The Participant is [NAME], whose address is [ADDRESS], and whose social security number is [SS].

2. The number of option Shares is [NUMBER OF SHARES].

3. The option price per Share for such option Shares is $[___].

4. The Date of Grant of the Option is [_____________].

5. The Expiration Date of the Option is [_____________].

6. The Shares shall “vest” and become exercisable as follows: 25% shall vest on each anniversary of the Date of Grant set forth above such that the Option shall be fully vested on the fourth anniversary of the Date of Grant, provided that the Participant remains a Service Provider of the Company or a Related Company.