X0304 4 2011-11-28 1 0000813619 SOUTHWALL TECHNOLOGIES INC /DE/ SWTX 0001256340 CAPOVILLA DENNIS C/O SOUTHWALL TECHNOLOGIES INC. 3788 FABIAN WAY PALO ALTO CA 94303 1 1 0 0 OFFICER Incentive Stock Option 2.50 2011-11-28 4 D 0 10734 11.10 D 2005-10-05 2014-10-05 Common Stock 10734 0 D Non-Qualified Stock Option 2.50 2011-11-28 4 D 0 25267 11.10 D 2005-10-05 2014-10-05 Common Stock 25267 0 D Incentive Stock Option 2.90 2011-11-28 4 D 0 26240 10.70 D 2006-12-09 2015-12-09 Common Stock 26240 0 D Non-Qualified Stock Option 2.90 2011-11-28 4 D 0 3761 10.70 D 2006-12-09 2015-12-09 Common Stock 3761 0 D Incentive Stock Option 3.55 2011-11-28 4 D 0 15000 10.05 D 2007-05-11 2016-05-10 Common Stock 15000 0 D Incentive Stock Option 2.25 2011-11-28 4 D 0 30000 11.35 D 2008-02-06 2017-02-05 Common Stock 30000 0 D Incentive Stock Option 4.20 2011-11-28 4 D 0 23810 9.40 D 2009-02-26 2018-02-25 Common Stock 23810 0 D Non-Qualified Stock Option 4.20 2011-11-28 4 D 0 8191 9.40 D 2009-02-26 2018-02-25 Common Stock 8191 0 D Incentive Stock Option 5.85 2011-11-28 4 D 0 20000 7.75 D 2009-05-15 2018-05-15 Common Stock 20000 0 D Incentive Stock Option 3.15 2011-11-28 4 D 0 30000 10.45 D 2010-04-28 2019-04-24 Common Stock 30000 0 D Incentive Stock Option 7.95 2011-11-28 4 D 0 19382 5.65 D 2011-03-24 2020-03-23 Common Stock 19382 0 D Non-Qualified Stock Option 7.95 2011-11-28 4 D 0 1618 5.65 D 2011-03-24 2020-03-23 Common Stock 1618 0 D Incentive Stock Option 11.00 2011-11-28 4 D 0 13648 2.60 D 2012-03-25 2021-03-24 Common Stock 13648 0 D Non-Qualified Stock Option 11.00 2011-11-28 4 D 0 7352 2.60 D 2012-03-25 2021-03-24 Common Stock 7352 0 D The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated October 6, 2011, among the Registrant, Solutia Inc. and Backbone Merger Sub, Inc. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. The reporting person received cash consideration for the cancellation of the option pursuant to the Merger Agreement equal to the number of shares of the Registrant's common stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $13.60 in accordance with the Merger Agreement. /s/ Dennis F. Capovilla 2011-11-30