INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the 3rd day of November , 2008, between, Southwall Technologies Inc., a Delaware corporation (the “ Company ”), and ______________ (“ Indemnitee ”).

WHEREAS, Indemnitee is a member of the Board of Directors of the Company (the “Board of Directors”) and/or an officer or certain agents of the Company and in such capacity, or capacities, is performing valuable services for the Company; and

WHEREAS, the Company’s By-laws, as amended (the “ Company By-Laws ” and, together with the Company’s Certificate of Incorporation, as amended, the “ Governing Instruments ”) provides for the indemnification of the Company’s directors, officers, and certain agents to the fullest extent authorized by the Delaware General Corporation Law (the “ DGCL ”); and  WHEREAS, Section 145 of the DGCL specifically provides that it shall not be deemed exclusive of any other rights to indemnification or advancement of expenses to which directors or officers may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise; and

WHEREAS, the number of lawsuits and shareholders’ derivative lawsuits against corporations, their directors and officers has increased in recent years, such lawsuits frequently are without merit and seek damages in amounts having no reasonable relationship to the amount of compensation received by the directors and officers from the corporation, and such lawsuits whether or not meritorious are expensive and time-consuming to defend; and

WHEREAS, adequate directors and officers liability insurance may not be available at a reasonable cost; and

WHEREAS, the Company desires that Indemnitee continue to serve as a director and/or an officer and or agent of the Company free from undue concern for unpredictable or unreasonable claims for damages by reason of Indemnitee’s status as a director and/or an officer of the Company, by reason of Indemnitee’s decisions or actions on the Company’ behalf or by reason of Indemnitee’s decisions or actions in another capacity for the Company while serving as a director and/or an officer of the Company; acting in the Indemnitee’s capacity as a director, officer, or agent and

WHEREAS, the Board of Directors has determined that the Company’s entry into this Agreement is not only reasonable and prudent but also promotes the best interests of the Company and its stockholders;  and

WHEREAS, Indemnitee has agreed to continue to serve as a director and/or an officer or certain agents of the Company in reliance on the protections afforded to him under this Agreement;

NOW, THEREFORE, in consideration of Indemnitee’s continued service as a director and/or an officer of the Company and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.              Indemnification . Subject only to the exclusions set forth in this Agreement, the Company hereby agrees (i) to hold harmless and indemnify Indemnitee, from time to time, against any and all Expenses and Liabilities (as such terms are defined in Section 1(h) below) to the fullest extent authorized or permitted by the DGCL (or any other applicable law), the Governing Instruments in effect on the date hereof or as such law or the Governing Instruments may from time to time be amended (but in the case of any such amendment, only to the extent such amendment permits the Company to provide broader indemnification rights than such law or Governing Instruments permitted the Company to provide prior to such amendment) and (ii) to take all such action as may reasonably be required or requested to carry out such indemnification. Notwithstanding the foregoing, the Company shall not be required to indemnify Indemnitee for any Expenses and Liabilities to the extent that such amounts have been paid directly to Indemnitee pursuant to any directors and officers liability insurance policy maintained by the Company.  Without limiting the generality of the foregoing:

(a)            Third Party Proceedings . The Company shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (as defined in Section 1(h) below), other than a Proceeding by or in the right of the Company, by reason of the fact that Indemnitee is or was a director and/or an officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise (including, without limitation, service with respect to employee benefit plans), against any and all Expenses and Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding, and any appeal therefrom, provided that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto.

(b)            Proceedings By or in the Right of the Company . The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any Proceeding by or in the right of the Company by reason of the fact that Indemnitee is or was a director and/or an officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise (including, without limitation, service with respect to employee benefit plans), against any and all Expenses and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the defense or settlement of such Proceeding, and any appeal therefrom, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company in the Indemnitee’s capacity as a director, officer, or agent and except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Delaware Court of Chancery or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which the Delaware Court of Chancery or such other court shall deem proper.

(c)            Successful Defense . To the extent that Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding referred to in Section 1(a) or 1(b) above, or in the defense of any claim, issue or matter therein, the Company shall indemnify Indemnitee against any and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. Dismissal of any Proceeding with prejudice, or a settlement not involving any payment or assumption of liability, shall be deemed a successful defense.

(d)            Partial Indemnification . If Indemnitee is entitled to indemnification under any provision of this Agreement for a portion of the Expenses and Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of any Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

(e)            Advancement of Expenses . All Expenses incurred by Indemnitee or on Indemnitee’s behalf in defending a Proceeding, or in enforcing Indemnitee’s rights under any provisions of this Agreement, shall be paid by the Company in advance of the final disposition of such Proceeding in the manner prescribed by Section 3 below.

(f)            Amendments to Indemnification Rights . The Company shall not adopt any amendment to its Governing Instruments, the effect of which would be to deny, diminish or encumber Indemnitee’s rights to indemnity pursuant to the Governing Instruments, the DGCL or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the “ Effective Date ”) upon which the amendment was approved by the Board of Directors. In the event that the Company shall adopt any amendment to its Governing Instruments the effect of which is to change Indemnitee’s rights to indemnity under such instruments, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof. The Company shall give written notice to Indemnitee of any proposal with respect to any such amendment no later than the date such amendment is first presented to the Board of Directors (or any committee thereof) for consideration, and shall provide a copy of any such amendment to Indemnitee promptly after its adoption.

(g)            Indemnification for Expenses as a Witness . To the extent Indemnitee is, by reason of Indemnitee’s status as a director and/or an officer of the Company, a witness in any Proceeding, the Company shall indemnify Indemnitee against all Expenses in connection therewith.

(h)            Certain Definitions .  As used in this Agreement:

(i)           “ Expenses ” shall mean means any and all expenses to the fullest extent permitted by the DGCL (or any other applicable law), the Governing Instruments in effect on the date hereof or as such law or Governing Instruments may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment broadens the range or amount of expenses that may be paid or reimbursed relative to the range or amounts permitted before such amendment), including, without limitation, any and all retainers, court costs, transcript costs, fees of experts, witness fees, private investigators, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, fax transmission charges, secretarial services, delivery service fees, attorneys’ fees, and all other costs, disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparin