**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-K/A**

**(Amendment No. 1)**

 

**(Mark one)**

 

**x****     ****ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934**

 

**For the fiscal year ended December 31, 2009**

 

**OR**

 

**o****        ****TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the transition period from                 to                  **

 

**Commission file number 000-52014**

 

**TECHWELL,INC.**

(Exact name of Registrant as specified in itscharter)

 

| **Delaware**                                                    | ** ** | **77-0451738**                       |
|-----------------------------------------------------------------|------------|--------------------------------------|
| (State or other jurisdiction of

incorporation or organization) |       | (I.R.S Employer

Identification No.) |
|                                                            |       |                                 |
| **408 E. Plumeria Drive**

**San Jose, California**             | ** ** | **95134**                            |
| (Address of principal executive offices)                        |       | (Zip Code)                           |

 

Registrant’s telephone number, including area code:**(408) 435-3888**

 

Securities registered pursuant to Section 12(b) ofthe Act:

 
| **Title of each class:**                  | ** ** | **Name of each exchange on which registered** |
|-------------------------------------------|------------|-----------------------------------------------|
| Common  Stock, par value $0.001 per share |       | The  NASDAQ Stock Market LLC                  |

 

Securitiesregistered pursuant to section 12(g) of the Act:

 

**None**

(Title of class)

 

Indicate by check mark if theregistrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act.  o Yes x No

 

Indicate by check mark if theregistrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act.  o Yes x No

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.  x Yes o No

 

Indicate by check mark whether the registrant has submitted electronically andposted on its corporate Web site, if any, every Interactive Data File requiredto be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 ofthis chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files). Yes oNo o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K(§229.405 of this chapter) is not contained herein, and will not be contained,to the best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K orany amendment to this Form 10-K.  o

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer or a smaller reporting company. See definition of “largeaccelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act.

 

| Large  Accelerated filer o                |   | Accelerated  filer x         |
|------------------------------------------------|--------|-----------------------------------|
|                                           |   |                              |
| Non-Accelerated  filer o                  |   | Smaller  Reporting Company o |
| (Do  not check if a smaller reporting company) |   |                              |

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theAct).  o Yes x No

 

The aggregate market value of the registrant’s commonstock held by non-affiliates of the registrant, based upon the closing price ofa share of the registrant’s common stock on June 30, 2009 as reported bythe NASDAQ Global Market on that date, was $134,229,739.

 

Number of shares of the registrant’s common stock outstanding as of February 28,2010: 22,133,012, at $0.001 par value..

 

 

 

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**TECHWELL, INC.**

 

**AMENDMENT NO. 1 TO FORM 10-K FORTHE FISCAL YEAR ENDED DECEMBER 31, 2009**

 

**Explanatory Note**

 

On April 27, 2010, Pursuant to the Agreement andPlan of Merger (the “Merger Agreement”), dated March 22, 2010, by andamong Intersil Corporation, a Delaware corporation (“Parent” or “Intersil”),Navajo Merger Sub, Inc., a Delaware corporation and an indirect whollyowned subsidiary of Parent (‘Purchaser”), and Techwell, Inc., a Delawarecorporation (the “Company”) on March 30, 2010, Purchaser commenced a cashtender offer to acquire all shares of common stock, par value $0.001 per share,of Techwell (“Techwell Common Stock”) and the associated preferred stockpurchase rights issued in connection with and subject to the Rights Agreement,dated August 4, 2009, between Techwell and Computershare Trust Company,N.A. (which Techwell Rights, together with the shares of the Techwell CommonStock are herein referred to as the “Shares”), at a purchase price of $18.50per Share.

 

On April 27, 2010, pursuant to the terms of theMerger Agreement, Intersil caused Purchaser to merge with and into the Company(the “Merger”) in accordance with applicable provisions of Delaware law thatauthorize the completion of the Merger without a vote or meeting of thestockholders of the Company, other than Purchaser.  The Company was thesurviving corporation in the Merger and continues to exist as an indirect,wholly owned subsidiary of Intersil.

 

ThisAmendment No. 1 on Form 10-K/A (the “Amendment”) amends the AnnualReport on Form 10-K of Techwell, Inc. Inc. for the fiscal year ended December 31,2009, originally filed with the Securities and Exchange Commission (“SEC”) on March 24,2010 (the “Original Filing”). We are filing this Amendment to amend Part IIIof the Original Filing to include the information required by and not includedin Part III of the Original Filing because we no longer intend to file ourdefinitive proxy statement within 120 days of the end of our fiscal year ended December 31,2009. We are also including as exhibits the current certifications requiredunder Section 302 of the Sarbanes-Oxley Act of 2002.

 

Except as described above, no other changes have beenmade to the Original Filing. The Original Filing continues to speak as of thedate of the Original Filing, and we have not updated the disclosures containedtherein to reflect any events which occurred at a date subsequent to the filingof the Original Filing other than as expressly indicated in this Amendment.Accordingly, this Amendment should be read in conjunction with the OriginalFiling and our other filings made with the SEC on or subsequent to March 24,2010. In this Amendment, unless the context indicates otherwise, the terms “Company,”“we,” “us,” and “our” refer to Techwell, Inc. and our consolidatedsubsidiaries. Other defined terms used in this Amendment but not defined hereinshall have the meaning specified for such terms in the Original Filing.

 

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**PART III**

 

**ITEM 10.Directors, Executive Officers of the Registrant and Corporate Governance**

 

**Directors and Executive Officers**

 

Set forth below are the name, age and position of eachof our directors, executive officers and other key employees as of March 15,2010.

 
| **Name**                           | ** ** | **Age** | ** ** | **Position**                                                              |
|------------------------------------|------------|---------|------------|---------------------------------------------------------------------------|
| Fumihiro Kozato                    |       | 50      |       | President, Chief Executive Officer and Director                           |
| Mark Voll                          |       | 55      |       | Vice President of Finance and Administration and  Chief Financial Officer |
| Dr. Feng Kuo                  |       | 52      |       | Senior Vice President and Chief Technical Officer                         |
| Dong Wook (David) Nam              |       | 42      |       | Vice President of Sales and Marketing                                     |
| Joe Kamei                          |       | 53      |       | Vice President of Operations                                              |
| Robert D. Cochran                  |       | 52      |       | Director                                                                  |
| Richard H. Kimball(1)(3)           |       | 53      |       | Director                                                                  |
| Dr. C.J. Koomen(1)(2)(3)      |       | 62      |       | Director                                                                  |
| Justine Lien(2)                    |       | 47      |       | Director                                                                  |
| Dr. Phillip Salsbury(1)(2)(3) |       | 67      |       | Director                                                                  |

 

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(1)                                  Member of the Compensation Committee.

(2)                                  Member of the Audit Committee.

(3)                                  Member of the Nominating and CorporateGovernance Committee.

 

*FumihiroKozato* foundedTechwell in 1997 and has served as our president, chief executive officer anddirector since inception. From 1995 to 1996, Mr. Kozato was president ofSigmax Technologies, Inc., a CD-ROM controller chip development company.From 1991 to 1995, Mr. Kozato was the business control manager for RicohCo., Ltd, a global manufacturer of office automation equipment. Mr. Kozatoholds a B.S. in mathematics from the University of California, Santa Barbara.As our founder, Mr. Kozato brings to the Board of Directors extensiveexpertise in the Company’s strategy, markets, competitors, financials andoperations.

 

*MarkVoll* has servedas our vice president of finance and administration and chief financial officersince November 2005. From December 2004 to July 2005, Mr. Vollserved as the interim chief executive officer of Monolithic System Technology, Inc.,a semiconductor intellectual property licensing company. From June 2002 toNovember 2005, Mr. Voll served as chief financial officer atMonolithic System Technology, Inc. From June 2000 to June 2002, Mr. Vollserved as the chief financial officer for Axis Systems, Inc., a developerof semiconductor verification tools. Mr. Voll holds a B.S. in accountingfrom Providence College.

 

*Dr. FengKuo* has served asour vice president of engineering from 1998 to 2000, our chief technicalofficer since 2000 and our senior vice president and chief technical officersince 2009. From 1994 to 1996, Dr. Kuo was the vice president ofengineering of Sigmax Technologies, Inc., a CD-ROM controller chipdevelopment company. From 1991 to 1994, Dr. Kuo was a design manager atS-MOS systems, a Seiko Epson Corporation affiliated company responsible forsemiconductor development and silicon foundry service. Dr. Kuo holds aB.S. in electrical engineering from National Taiwan University and an M.S. andPh.D. from Stony Brook University of New York.

 

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*DongWook (David) Nam*has served as our vice president of sales and marketing since July 2005.From October 2002 to June 2005, Mr. Nam served as our directorof sales and from January 2001 to February 2002, he served as ourfield applications engineer manager. From January 1994 to January 2001,Mr. Nam was a technical applications and marketing engineer at SamsungElectronics Co., Ltd., a large consumer electronics company. Mr. Nam holdsa B.S. in electrical engineering from KyungPook National University in SouthKorea.

 

*JoeKamei* has servedas our vice president of operations since July 2007 and our director ofoperations from May 2000 to June 2006. From 1998 to 2000, Mr. Kameiwas a manager at Kanematsu USA Inc., a Japanese general trading company. From1991 to 1998, Mr. Kamei was an engineering manager at Ricoh Co., Ltd., aglobal manufacturer of office automation equipment. Mr. Kamei holds a B.S.of precise machinery engineering from Tokyo University.

 

*RobertD. Cochran, Esq.,* has served as one of our directors since March 2004. Since 1995, Mr. Cochranhas served as principal of the Law Office of Robert D. Cochran, providingprimary, outside corporate, securities and venture capital counsel for emerginggrowth corporations in high-technology areas. Mr. Cochran holds an A.B. ineconomics from Harvard University and a J.D. from Harvard Law School. Mr. Cochranbrings to the Board extensive leadership experience and a strong knowledge oftechnology companies.

 

*RichardH. Kimball* hasserved as one of our directors since September 2003. Since June 1995,Mr. Kimball has served as a founding general partner of TechnologyCrossover Ventures, a venture capital firm. Mr. Kimball holds an A.B. inhistory from Dartmouth College and an M.B.A. from the University of Chicago. Mr. Kimballis an experienced investor and brings exceptional acumen to the Board.

 

*Dr. C.J.Koomen* has servedas one of our directors since August 2004. Since January 2003, Dr. Koomenhas served as chairman of the board of directors at Xceive Inc., asemiconductor company that designs RF-to-baseband transceiver integratedcircuits for the television and set top box markets. From April 2000 to March 2003,Dr. Koomen served as co-founder and chairman of the board of PijnenburgSecurealink, Inc., a fabless semiconductor company that produces securityintegrated circuits for e-commerce transactions. Dr. Koomen has also beenemployed as a systems engineer at Philips Telecommunications Systems, a CAD andsoftware manager at Philips Corporate Product Development, General Manager ofan IC Design group at Philips Research, and CTO at Philips CommunicationsSystems. Dr. Koomen holds an M.S. in electrical engineering from DelftUniversity of Technology and a Ph.D. in technical sciences from DelftUniversity of Technology. Dr. Koomen brings to the Board expertise inbusiness and strategy with an emphasis in semiconductors.

 

*JustineLien* has servedas one of our directors since January 2006. From May 1999 to September 2005,Ms. Lien served as the chief financial officer of Integrated CircuitSystems, Inc., a silicon timing devices company. Prior to May 1999, Ms. Lienserved in various roles at Integrated Circuit Systems, Inc. Ms. Lienserves as a member of the board of Avago Technologies Finance Pte. Ltd. Ms. Lienholds a B.A. degree in accounting from Immaculata College and is a certifiedmanagement accountant. Ms. Lien brings to the Board extensive financialexpertise which is crucial for her role on the Audit Committee.

 

*Dr. PhillipJ. Salsbury* hasserved as one of our directors since October 2005. Since March 2000, Dr. Salsburyhas served as an independent management consultant with a focus on operations,strategic alliances, corporate planning and general management. Dr. Salsburywas a founder, the chief technology officer, and later the president and chiefexecutive officer of SEEQ Technology, Inc., an Ethernet communicationssemiconductor company, from January 1981 until its acquisition by LSILogic Corporation, a large semiconductor company, in June 1999. Dr. Salsburyholds a B.S. degree in electrical engineering from the University of Michigan andan M.S. and a Ph.D. in electrical engineering from Stanford University. Dr. Salsburybrings to the Board extensive expertise and knowledge of the semiconductorindustry from his experiences at SEEQ Technology and LSI Logic Corporation.

 

4

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**Executive Compensation**

 

**Compensation Discussion and Analysis**

 

*Company Philosophy on Compensation*

 

The Compensation Committee of our Board of Directorsis responsible for providing oversight and determining our executive compensationprograms. The Company’s pay program objectives are to:

 

·                  attract, reward and retain talentedexecutives with compensation arrangements that are both externally competitiveand internally balanced;

 

·                  motivate executives to achieve keybusiness and financial objectives through performance-based incentive programs;and

 

·                  align interests of executives andstockholders through equity-based incentives.

 

To that end, our Compensation Committee reviews andapproves corporate goals and objectives relevant to the compensation of ournamed executive officers and works with management and an independentconsultant to establish our executive compensation programs.

 

*Establishing CompensationOpportunities*

 

In 2009, our Compensation Committee retained theservices of Compensia LLC, an independent compensation consulting firm, toassist in evaluating our executive compensation programs and pay practices. Theuse of a consulting firm is intended to provide additional assurance that ourprograms and practices are reasonable and consistent with our objectives.

 

Compensia helped our Compensation Committee toestablish a comparative framework of public peer companies in the semiconductorindustry in the United States, generally with annual revenue between $25million to $125 million. The peer group of companies identified by Compensiaand used by our Board of Directors in analyzing its compensation programs was:

 

| Advanced  Analogic  Technologies, Inc.

AuthenTec, Inc.

Cavium  Networks, Inc.

Exar Corporation

GSI Technology,  Inc |   | Intellon  Corporation

Mircrotune  Monolithic Power  Systems, Inc.

NetLogic  Microsystems, Inc.

PLX  Technology, Inc.

Supertex, Inc. |   | Transwitch  Corporation

Trident  Microsystems, Inc.

Volterra  Semiconductor  Corporation |
|----------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------|

 

This peer group of companies may fluctuate from yearto year. In October 2009, our Compensation Committee determined it wouldtarget compensation opportunities in the 50th percentile of our peer group with anopportunity to earn above or below this target based on performance.

 

*Compensation Components*

 

Our executive compensation program consists of a mix ofbase salary, cash incentive bonus, long-term incentive and equity compensation,and other supplemental benefits. These compensation components are described inmore detail below.

 

***Base Salary.*** We establish base salaries for our executives basedon the scope of their responsibilities and experience, and take into accountcompetitive market compensation paid by companies in our peer groupcommensurate for similar responsibilities and positions.

 

5

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We review base salaries annually, and adjust basesalaries from time to time in an effort to keep our compensation programscompetitive with market levels. Our Compensation Committee approves the basesalaries for our named executive officers taking into account our ChiefExecutive Officer’s input. In addition, the Compensation Committee reviewsother available information, such as information provided by our independentconsultant.

 

In early 2009, our Compensation Committee reviewed thebase salaries of our executive officers. The Compensation Committee determined,based on the economic conditions at that time and anticipated decrease inrevenues and operating profitably relating to the economic downturn that ournamed executive officers’ base salaries for 2009 would remain the same as theirrespective 2008 base salaries until further determination.

 

In November 2009, our Compensation Committeereviewed the base salaries of our executive officers. In light of our improvedfinancial performance, target compensation, individual performance, internalequity considerations and the recommendation of our Chief Executive Officer,our Compensation Committee increased the base salary of our Chief ExecutiveOfficer, Chief Financial Officer, our Chief Technical Officer and our VP, Salesand Marketing to $270,000, $240,000, $250,000 and $200,000, respectively. Thesesalary adjustments brought the base salaries of our Chief Financial Officer andChief Technical Officer to within 10 basis points of the targeted 50th percentile ofour peer companies. The base salary adjustment for our Chief Executive Officerand Vice President, Sales and Marketing put their salaries below the 50th percentile bymore than 10 basis points but our Compensation Committee determined thesesalary adjustment were substantial relative to their prior base salary.

 

***Cash Incentive Bonuses.*** We utilize cash incentive bonuses to align executivecompensation with our business objectives and performance. Our CompensationCommittee retains the discretion to determine the actual amounts payable underthe cash incentive bonus plan each year along with the ability to grant cashbonus awards outside of our annual incentive plan.

 

Consistent with our Compensation Committee’sdetermination not to adjust salaries in the early part of 2009 as a result ofeconomic conditions and anticipated decrease in revenues and operating profitably,the Compensation Committee suspended cash incentive bonuses for our namedexecutive officers for the first and second quarter of 2009.

 

In the third quarter of 2009, our CompensationCommittee reinstated a cash incentive bonus program for our named executiveofficer in light of our improved financial performance notwithstandingcontinued challenges in the economy. Our Compensation Committee establishedminimum annual financial performance targets based on our revenue and non-GAAPoperating income. If either of these minimum levels were not met, the actualbonus amounts available for payment would be reduced to zero. These minimumannual financial performance levels were established to ensure that paymentswould only be made under the bonus plan if the Company attained growth in thesefinancial metrics from the previous year. Our Compensation Committee determinedthe performance targets should be tied to non-GAAP operating income, whichexcludes stock-based compensation and taxes, because non-GAAP operating incomemore directly reflects the impact of expenses that our named executive officershave the ability to more directly control. Under the bonus plan in effect forthe second half of 2009, upon the attainment of revenue of $37.0 million andnon-GAAP operating income of $7.9 million for the second half of 2009, ourChief Executive Officer would be entitled to receive a cash bonus of $69,000;each of our Chief Financial Officer and Chief Technical Officer would receive acash bonus of $57,500; and our Vice President of Sales and Marketing wouldreceive a cash bonus of $42,000 For this period, our actual results exceededthe target level of performance. The cash bonus plan did not provide foradditional payment amounts beyond the target performance level. As a result,each named executive officer received a bonus equal to the target amountpayable under the plan.

 

***Long-term Incentive and Equity Compensation.*** We believe that long-term companyperformance is best achieved through the use of stock-based awards to encourageperformance that lead to long-term success. We believe this type ofcompensation aligns our named executive officers’ performance with the interestof our long-term investors by rewarding them through equity appreciation. Our2006 Stock Incentive Plan permits the grant of stock options, stockappreciation rights, restricted shares, restricted stock units, performanceshares, and other stock-based awards to our employees.

 

6

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In the fourth quarter of 2009, our CompensationCommittee reviewed the equity incentive awards, including current equityownership and vesting position of each executive officer, the retention powerof unvested equity, total potential ownership levels, individual performanceand internal equity considerations, the mix of restricted stock awards andoptions to purchase stock, relevant market data and our targeted pay objectives.Based on this review, our Compensation Committee granted each of our namedexecutive officer options and restricted stock awards in such amounts thatbrought their equity ownership levels to our target level of the 50th percentile ofour peer group of companies. Our Compensation Committee felt this level ofownership was consistent with and our objective of aligning the interests ofexecutives and stockholders through equity-based incentives.

 

*Post-employment/Change of ControlPayments*

 

Our industry is a dynamic and fast changing industrywhere companies may be acquired or merged to achieve competitive advantage. Webelieve that entering into change of control and severance arrangements withcertain of our executives helps us attract and retain the best-possibleexecutive talent. Without these provisions, these named executive officers maychoose to accept employment with our competing companies. In 2007, ourCompensation Committee approved and authorized change in control arrangementswith our named executive officers. We have since entered into a change incontrol agreement with each of our Chief Executive Officer, Chief FinancialOfficer, Chief Technical Officer and Vice President of Sales and Marketing,which provide for certain benefits upon a change of control. For additionalinformation regarding these change of control arrangements, please see thesection entitled “Employment Offer Letters and Severance and Change-of ControlAgreements.”

 

*Other supplemental benefits*

 

In addition to the compensation opportunities wedescribe above, we also provide our named executive officers with otheremployee benefits such as medical insurance, life and disability insurance, anda Section 401(k) Savings/Retirement Plan that are broadly availableto our other employees in the United States.

 

**Section 162(m) TreatmentRegarding Performance-Based Equity Awards**

 

Section 162(m) of the Internal Revenue Codeprovides that public companies cannot deduct non-performance based compensationpaid to certain named executive officers in excess of $1 million per year.These officers include any employee who, as of the close of the taxable year,is the principal executive officer, and any employee whose total compensationfor the taxable year is required to be reported to stockholders under theSecurities Exchange Act of 1934 by reason of such employee being among thethree highest compensated officers for that taxable year, other than theprincipal executive officer or the principal financial officer. OurCompensation Committee intends to preserve the deductibility of compensationpayable to our executives, although deductibility will be only one of the manyfactors considered in determining appropriate levels or modes of compensation.

 

**Code of Business Conduct**

 

The Company has adopted aCode of Business Conduct for all of its directors, officers and employees. TheCompany’s Code of Business Conduct is available on the Company’s website at*www.techwellinc.com.*To date, there have been no waivers underthe Company’s Code of Business Conduct.

 

**AuditCommittee**

 

The Audit Committee provides assistance to the Boardof Directors in fulfilling its legal and fiduciary obligations in mattersinvolving our accounting, auditing, financial reporting, internal control andlegal compliance functions by approving the services performed by ourindependent accountants and reviewing their reports regarding our accountingpractices and systems of internal accounting controls. The Audit Committee alsooversees the audit efforts of our independent accountants and takes thoseactions as it deems necessary to satisfy itself that the accountants areindependent of management. The Audit Committee currently consists of Dr. C.J.Koomen, Justine Lien and Dr. Phillip J. Salsbury, each of whom is anon-management member of our Board of Directors. Ms. Lien is our auditcommittee financial expert as currently defined under Securities and ExchangeCommission rules and is independent. We believe that the composition ofour Audit Committee meets the criteria for independence under, and thefunctioning of our Audit Committee complies with the applicable requirementsof, the Sarbanes-Oxley Act of 2002, the current rules of The NASDAQ StockMarket and Securities and Exchange Commission rules and regulations. TheAudit Committee held seven meetings in 2009.

 

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**ITEM 11.Executive Compensation**

 

**2009 Director Compensation**

 

Directors who are employees of the Company do notreceive any fees for their service on the Board of Directors or any committee.During 2009, Mr. Kozato was the Company’s only employee director.

 

The following chart shows the compensation paid toeach non-employee director for their service in 2009:

 
| **Director**                  | ** ** | **Fees Earned or  Paid in Cash  ($)(1)** | ** ** | **Option Awards  ($)(2)(3)** | ** ** | **Total ($)** | ** ** |
|-------------------------------|------------|------------------------------------------|------------|------------------------------|------------|---------------|------------|
| Robert D.  Cochran            |       | $                                        | 16,500     |                         | $          | 37,968        |       | $ | 54,468 |   |
| Richard H.  Kimball           |       | 20,000                                   |       | 37,968                       |       | 57,968        |       |
| Dr. C.J.  Koomen         |       | 19,000                                   |       | 37,968                       |       | 56,968        |       |
| Justine Lien                  |       | 19,500                                   |       | 37,968                       |       | 57,468        |       |
| Dr. Phillip  J. Salsbury |       | 21,000                                   |       | 37,968                       |       | 58,968        |       |
|                               |            |                                          |            |                              |            |               |            |  |  |  |

 

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(1)                                  The amounts listed under “Fees Earned orPaid in Cash” is based on actual payments made to our non-employee directors,which include the standard Board retainer fee of $10,000 per year, a committeechair fee of $5,000 for chairing the Audit Committee, $2,500 for chairing theCompensation Committee and the Nominating and Corporate Governance Committee,and a standard attendance fee for each board meeting of $1,000 per meetingattended in person or $500 per meeting attended via telephone.

 

(2)                                  Amounts in this column represent theaggregate grant date fair value of option awards granted in 2009.

 

(3)                                  As of December 31, 2009, thedirectors had the following outstanding option awards:

 
| **Name**                      | ** ** | **Number of Securities  Underlying  Unexercised Options** | ** ** |
|-------------------------------|------------|-----------------------------------------------------------|------------|
| Robert D.  Cochran            |       | 30,000                                                    |       |
| Richard H.  Kimball           |       | 70,000                                                    |       |
| Dr. C.J.  Koomen         |       | 30,000                                                    |       |
| Justine Lien                  |       | 70,000                                                    |       |
| Dr. Phillip  J. Salsbury |       | 30,000                                                    |       |

 

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**2009 Summary Compensation Table**

 

The following table sets forth information regardingcompensation earned during 2009, 2008 and 2007 by our Chief Executive Officer,our Chief Financial Officer and our other named executive officers, who werefer to collectively as our “named executive officers.”

 
| **Name and Principal  Position**            | ** ** | **Year** | ** ** | **Salary  ($)** | ** ** | **Stock  Awards  ($)(1)** | ** ** | **Option  Awards  ($)(1)** | ** ** | **Non-Equity  Incentive Plan  Compensation  ($)(2)** | ** ** | **All  Other********Compensation  ($)(3)** | ** ** | **Total  ($)** | ** ** |
|---------------------------------------------|------------|----------|------------|-----------------|------------|---------------------------|------------|----------------------------|------------|------------------------------------------------------|------------|--------------------------------------------|------------|----------------|------------|
| Fumihiro Kozato                             |       | 2009     |       | $               | 235,000    |                      | $          | 284,160                    |       | $                                                    | 289,079    |                                       | $          | 69,000         |       | $ | 4,873 | (3) | $ | 882,112 |   |
| President, Chief  Executive Officer         |       | 2008     |       | 230,000         |       | —                    |       | —                     |       | —                                               |       | 4,873                                      | (4)        | 234,873        |       |
| and Director                                |       | 2007     |       | 226,933         |       | —                    |       | 1,627,115                  |       | 95,853                                               |       | 4,873                                      | (5)        | 1,954,774      |       |
| Mark Voll                                   |       | 2009     |       | 231,250         |       | 120,700                   |       | 116,120                    |       | 57,500                                               |       | 690                                        | (3)        | 526,260        |       |
| Vice President of  Finance and              |       | 2008     |       | 230,000         |       | —                    |       | —                     |       | —                                               |       | 690                                        | (4)        | 230,690        |       |
| Administration and Chief  Financial Officer |       | 2007     |       | 226,933         |       | —                    |       | 1,162,225                  |       | 95,853                                               |       | 719                                        | (5         | 1,485,730      |       |
| Dr. Feng Kuo                           |       | 2009     |       | 232,500         |       | 120,700                   |       | 123,283                    |       | 57,500                                               |       | 5,113                                      | (3)        | 539,096        |       |
| Senior Vice  President and Chief Technical  |       | 2008     |       | 230,000         |       | —                    |       | —                     |       | —                                               |       | 5,113                                      | (4)        | 235,113        |       |
| Officer                                     |       | 2007     |       | 226,933         |       | —                    |       | 1,162,225                  |       | 95,853                                               |       | 5,113                                      | (5)        | 1,490,124      |       |
| Dong Wook (David)  Nam                      |       | 2009     |       | 172,000         |       | 155,530                   |       | 158,788                    |       | 42,000                                               |       | 3,531                                      | (3)        | 531,849        |       |
| Vice President of  Sales                    |       | 2008     |       | 168,000         |       | 269,750                   |       | —                     |       | —                                               |       | 3,531                                      | (4)        | 441,281        |       |
| and Marketing                               |       | 2007     |       | 157,954         |       | —                    |       | 929,780                    |       | 53,320                                               |       | 3,376                                      | (5)        | 1,144,430      |       |
|                                             |            |          |            |                 |            |                           |            |                            |            |                                                      |            |                                            |            |                |            |  |  |  |  |  |  |

 

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(1)                                  Amounts in these columns represent theaggregate grant date fair value of stock and option awards granted in eachfiscal year.

 

(2)                                  Amounts in this column reflect the annualcash incentive awards earned for the fiscal year performance period listed,which were paid the following fiscal year.

 

(3)                                  Consists of life insurance premiums paidby the Company for each of our named executive officers and cash compensationreceived in lieu of paid time off. For fiscal year 2009, the Company paid $450,$690, $690 and $300 in insurance premiums for Messrs. Kozato and Voll, Dr. Kuoand Mr. Nam, respectively. For fiscal year 2009, Mr. Kozato, Dr. Kuoand Mr. Nam received $4,423, $4,423 and $3,231, respectively, in cashcompensation in lieu of paid time off.

 

(4)                                  Consists of life insurance premiums paidby the Company for each of our named executive officers and cash compensationreceived in lieu of paid time off. For fiscal year 2008, the Company paid $450,$690, $690 and $300 in insurance premiums for Messrs. Kozato and Voll, Dr. Kuoand Mr. Nam, respectively. For fiscal year 2008, Mr. Kozato, Dr. Kuoand Mr. Nam received $4,423, $4,423 and $3,231, respectively, in cashcompensation in lieu of paid time off.

 

(5)                                  Consists of life insurance premiums paidby the Company for each of our named executive officers and cash compensationreceived in lieu of paid time off. For fiscal year 2007, the Company paid $450,$719, $690 and $296 in insurance premiums for Messrs. Kozato and Voll, Dr. Kuoand Mr. Nam, respectively. For fiscal year 2007, Mr. Kozato, Dr. Kuoand Mr. Nam received $4,423, $4,423 and $3,080, respectively, in cashcompensation in lieu of paid time off. 

 

9

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**2009 Grants of Plan-Based AwardsTable**

 

The following table shows information regarding allplan-based awards we granted to the named executive officers during the yearended December 31, 2009. The stock awards granted to our named executiveofficers in 2009 were granted under our 2006 Stock Incentive Plan.

 

| ** **            | ** ** | ** **      | ** ** | **Estimated Future Payouts Under  Non-Equity Incentive Plan Awards  (1)** | ** ** | **All Other  Stock  Awards:  Number of  Shares of  Stock or** | ** ** | **All Other  Option  Awards:  Number of  Securities  Underlying** | ** ** | **Exercise of  Base Price  of Option** | ** ** | **Grant  Date Fair  Value of  Stock and  Option** | ** ** |
|-----------------------|------------|-----------------|------------|---------------------------------------------------------------------------|------------|---------------------------------------------------------------|------------|-------------------------------------------------------------------|------------|----------------------------------------|------------|---------------------------------------------------|------------|
| **Name**              | ** ** | **Grant  Date** | ** ** | **Threshold  ($)**                                                        | ** ** | **Target  ($)**                                               | ** ** | **Maximum  ($)**                                                  | ** ** | **Units   (#)(2)**                     | ** ** | **Options   (3)**                                 | ** ** | **Awards   ($/Sh)** | ** ** | **Awards   ($)(4)** | ** ** |
| Fumihiro Kozato       |       | —          |       | $                                                                         | 34,500     |                                                          | $          | 69,000                                                            |       | $                                      | 69,000     |                                              | —     |   | — |   | $ | — |   | $ | — |   |
|                  |       | 11/11/09        |       | —                                                                    |       | —                                                        |       | —                                                            |       | 14,000                                 |       | 31,000                                            |       | 10.69 |   | 296,098 |   |
|                  |       | 12/22/09        |       | —                                                                    |       | —                                                        |       | —                                                            |       | 10,000                                 |       | 24,000                                            |       | 13.45 |   | 277,142 |   |
| Dr. Feng  Kuo    |       | —          |       | 28,750                                                                    |       | 57,500                                                        |       | 57,500                                                            |       | —                                 |       |                                              |       | — |   | — |   |
|                  |       | 11/11/09        |       | —                                                                    |       | —                                                        |       | —                                                            |       | 5,000                                  |       | 11,000                                            |       | 10.69 |   | 105,412 |   |
|                  |       | 12/22/09        |       | —                                                                    |       | —                                                        |       | —                                                            |       | 5,000                                  |       | 12,000                                            |       | 13.45 |   | 138,571 |   |
| Mark Voll             |       | —          |       | 28,750                                                                    |       | 57,000                                                        |       | 57,000                                                            |       | —                                 |       | —                                            |       | — |   | — |   |
|                  |       | 11/11/09        |       | —                                                                    |       | —                                                        |       | —                                                            |       | 5,000                                  |       | 12,000                                            |       | 10.69 |   | 110,136 |   |
|                  |       | 12/22/09        |       | —                                                                    |       | —                                                        |       | —                                                            |       | 5,000                                  |       | 10,000                                            |       | 13.45 |   | 126,684 |   |
| Dongwook (David)  Nam |       | —          |       | 21,000                                                                    |       | 42,000                                                        |       | 42,000                                                            |       | —                                 |       | —                                            |       | — |   | — |   |
|                  |       | 11/11/09        |       | —                                                                    |       | —                                                        |       | —                                                            |       | 7,000                                  |       | 16,000                                            |       | 10.69 |   | 150,411 |   |
|                  |       | 12/22/09        |       | —                                                                    |       | —                                                        |       | —                                                            |       | 6,000                                  |       | 14,000                                            |       | 13.45 |   | 163,908 |   |
|                       |            |                 |            |                                                                           |            |                                                               |            |                                                                   |            |                                        |            |                                                   |            |  |  |  |  |  |  |  |  |  |

 

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(1)                                The threshold incentive amounts shown inthis column reflect our 2009 incentive bonus awards and represent the smallestpayout that could be made if all of the pre-established performance objectivesare achieved at the minimum achievement level. If the threshold level ofperformance is not met, no amounts were payable under the 2009 annual incentiveplan. Actual award amounts are not guaranteed and are determined at the discretionof the Compensation Committee. For additional information, please refer to theCompensation Discussion and Analysis section.

 

(2)                                Vests as to 25% of the shares on thefirst anniversary of the grant date, with the remaining shares vesting ratablyeach month thereafter over the following three years. The stock award has aterm of ten years, subject to earlier termination in certain events relating totermination of employment. Vesting of the stock award is subject toacceleration under the circumstances described under “Post-employment/Change ofControl Payments.”

 

(3)                                Options listed in this column becomeexercisable as to 25% on the first anniversary of the grant date, with theremaining shares vesting ratably each month thereafter over the following threeyears.

 

(4)                                Represents the aggregate grant date fairvalue of the stock and option award.

 

10

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**Outstanding Equity Awards At FiscalYear-End 2009**

 

The following table sets forth information regardingthe outstanding equity awards held by our named executive officers as of December 31,2009:

 
| ** **            | ** ** | **Option Awards**                                                            | ** ** | **Stock Awards**                                                  | ** ** |
|-----------------------|------------|------------------------------------------------------------------------------|------------|-------------------------------------------------------------------|------------|
| **Name**              | ** ** | **Number of  Securities  Underlying  Unexercised  Options (#)  Exercisable** | ** ** | **Number of  Securities  Underlying  Options (#)  UnExercisable** | ** ** | **Option  Exercise  Price ($)** | ** ** | **Option  Expiration  Date** | ** ** | **Number of  Shares or  Units of  Stock that  have Not  Vested** | ** ** | **Market  Value of  Shares or  Units That  Have Not  Vested ($)(4)** | ** ** |
| Fumihiro Kozato       |       | 123,958                                                                      | (1)        | 51,042                                                            |       | 13.94 |   | 2/20/2017 |   |   |   |   |   |
|                  |       |                                                                         |       |                                                              |       |   |   |   |   | 24,000 |   | 314,880 |   |
|                  |       |                                                                         |       |                                                              |       |   |   |   |   |   |   |   |   |
| Mark Voll             |       | 77,501                                                                       | (2)        |                                                              |       | 4.00 |   | 11/17/2015 |   |   |   |   |   |
|                  |       | 14,584                                                                       | (2)        |                                                              |       | 4.00 |   | 11/17/2015 |   |   |   |   |   |
|                  |       | 75,000                                                                       | (3)        | 5,000                                                             |       | 11.00 |   | 3/31/2016 |   |   |   |   |   |
|                  |       | 88,541                                                                       | (1)        | 36,459                                                            |       | 13.94 |   | 2/20/2017 |   |   |   |   |   |
|                  |       |                                                                         |       | 12,000                                                            |       | 10.69 |   | 11/11/2019 |   |   |   |   |   |
|                  |       |                                                                         |       | 10,000                                                            |       | 13.45 |   | 12/12/2019 |   | 10,000 |   | 132,100 |   |
|                  |       |                                                                         |       |                                                              |       |   |   |   |   |   |   |   |   |
| Dr. Feng  Kuo    |       | 74,999                                                                       | (3)        | 5,001                                                             |       | 11.00 |   | 3/31/2016 |   |   |   |   |   |
|                  |       | 66,478                                                                       | (3)        | 4,432                                                             |       | 11.00 |   | 3/31/2016 |   |   |   |   |   |
|                  |       | 88,541                                                                       | (1)        | 36,549                                                            |       | 13.94 |   | 2/20/2017 |   |   |   |   |   |
|                  |       |                                                                         |       | 11,000                                                            |       | 10.69 |   | 11/11/2019 |   |   |   |   |   |
|                  |       |                                                                         |       | 12,000                                                            |       | 13.45 |   | 12/22/2019 |   | 10,000 |   | 132,100 |   |
|                  |       |                                                                         |       |                                                              |       |   |   |   |   |   |   |   |   |
| Dongwook (David)  Nam |       | 2,709                                                                        |       |                                                              |       | 0.90 |   | 5/28/2013 |   |   |   |   |   |
|                  |       | 8,438                                                                        |       |                                                              |       | 0.90 |   | 5/21/2014 |   |   |   |   |   |
|                  |       | 20,000                                                                       |       |                                                              |       | 0.90 |   | 2/10/2015 |   |   |   |   |   |
|                  |       | 25,000                                                                       |       |                                                              |       | 1.50 |   | 6/29/2015 |   |   |   |   |   |
|                  |       | 23,437                                                                       | (3)        | 1,563                                                             |       | 11.00 |   | 3/31/2016 |   |   |   |   |   |
|                  |       | 13,274                                                                       | (3)        | 885                                                               |       | 11.00 |   | 3/31/2016 |   |   |   |   |   |
|                  |       | 70,833                                                                       | (1)        | 29,167                                                            |       | 13.94 |   | 2/20/2017 |   |   |   |   |   |
|                  |       |                                                                         |       | 16,000                                                            |       | 10.69 |   | 11/11/2019 |   |   |   |   |   |
|                  |       |                                                                         |       | 14,000                                                            |       | 13.45 |   | 12/22/2019 |   | 29,146 |   | 385,019 |   |

 

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(1)                                Vested as to 25% on February 20,2008, with the remaining shares vesting ratably each month thereafter over thefollowing three years.

 

(2)                                Vested as to 25% on November 17,2006, with the remaining shares vesting ratably each month thereafter over thefollowing three years.

 

(3)                                Vested as to 25% on March 31, 2007,with the remaining shares vesting ratably each month thereafter over thefollowing three years.

 

(4)                                Vests 25% on November 11, 2010, withthe remaining shares vesting ratably each month thereafter over the followingthree years.

 

(5)                                Vests 25% on December 22, 2010, withthe remaining shares vesting ratably each month thereafter over the followingthree years.

 

(6)                                The market price has been calculatedusing the closing price of our common stock on December 31, 2009.

 

11

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**Compensation Committee Interlocks andInsider Participation**

 

No member of our Compensation Committee was at anytime during fiscal 2009 one of our officers or employees. None of our executiveofficers serves as a member of the Board of Directors or Compensation Committeeof any entity that has one or more executive officers serving as a member ofour Board or Compensation Committee.

 

**REPORTOF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS**

 

*Thefollowing report of the Compensation Committee does not constitute solicitationmaterial, and shall not be deemed filed or incorporated by reference into anyother filing by the Company under the Securities Act of 1933, or the SecuritiesExchange Act of 1934.*

 

The Compensation Committee has reviewed and discussedthe above Compensation Discussion and Analysis with the Company’s management.Based on this review and these discussions, the Compensation Committeerecommended to the Board of Directors that the Compensation Discussion andAnalysis be included in the Company’s annual report on Form 10-K.

 

Respectfully submitted,

 

Richard H. Kimball, ChairDr. C.J. KoomenDr. Phillip J. Salsbury

 

12

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**ITEM 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters**

 

**Equity Compensation Plan Information**

 

The following table sets forth information relating toour equity compensation plans as of December 31, 2009.

 
| ** **                                                  | ** ** | **Number of securities to  be issued upon exercise  of outstanding options,  warrants and rights** | ** ** | **Weighted-average  exercise price of  outstanding options,  warrants and rights(1)** | ** ** | **Number of securities  remaining available for  future issuance under  equity compensation  plans (excluding  securities reflected in  column (a))(2)** | ** ** |
|-------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| **Plan  Category**                                          | ** ** | **(a)**                                                                                            | ** ** | **(b)**                                                                               | ** ** | **(c)**                                                                                                                                                  | ** ** |
| Equity  compensation plans approved by security holders     |       | 2,069,336                                                                                          |       | $                                                                                     | 8.62       |                                                                                                                                                     | 2,069,336  |   |
| Equity  compensation plans not approved by security holders |       | —                                                                                             |       | —                                                                                |       | —                                                                                                                                                   |       |
| Total                                                       |       | 2,069,336                                                                                          |       | $                                                                                     | 8.62       |                                                                                                                                                     | 2,069,336  |   |

 

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(1)                                The weighed average exercise price ofoutstanding options, warrants, and rights does not take restricted stock awardsinto account as restricted stock awards have a de minimis purchase price.

 

(2)                                The 2006 Stock Incentive Plan contains aprovision that automatically increases the number of shares reserved forissuance on January 1 of each succeeding year by the lessor of i)1,750,000 shares, ii) 4% of our outstanding common stock on the last day of theimmediately preceding fiscal year or iii) the number of shares determined bythe Board of Directors. On January 1, the number of securities remainingavailable for future issuance under

 

**SecurityOwnership of Certain Beneficial Owners and Management**

 

The following table sets forth certain information asof March 15, 2010, as to shares of Common Stock beneficially owned by: (i) eachperson who is known by the Company to own beneficially more than 5% of theCommon Stock, (ii) each of the Company’s directors, (iii) each of theCompany’s named executive officers and (iv) all directors and executiveofficers of the Company as a group. Ownership information is based uponinformation furnished by the respective individuals or entities, as the casemay be. Unless otherwise indicated below, the address of each beneficial ownerlisted on the table is c/o Techwell, Inc., 408 E. Plumeria Drive, SanJose, California 95134. The percentage of Common Stock beneficially owned isbased on 22,171,424 shares outstanding as of March 24, 2010. In addition,shares issuable pursuant to options or other convertible securities which maybe acquired within 60 days of March 15, 2010 are deemed to be issued andoutstanding and have been treated as outstanding in calculating the beneficialownership and percentage ownership of those persons possessing such interest,but not for any other individuals.

 

13

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| **Name and  Address of Beneficial Owner(1)**                       | ** ** | **Shares  Beneficially  Owned** | ** ** | **Percentage  Beneficially  Owned** | ** ** |
|--------------------------------------------------------------------|------------|---------------------------------|------------|-------------------------------------|------------|
| **5%  Stockholders**                                               |       |                            |       |                                |       |
| Ameriprise  Financial, Inc.(1)                                |       | 1,209,667                       |       | 5.5                                 | %          |
| Capital Research  Global Investors(2)                              |       | 1,390,000                       |       | 6.2                                 |       |
| Entities  affiliated with TCV, IV(3)                               |       | 4,272,200                       |       | 19.3                                |       |
| ** **                                                         |       |                            |       |                                |       |
| **Named  Executive Officers, Directors and Nominees for Director** |       |                            |       |                                |       |
| Fumihiro  Kozato(4)                                                |       | 1,200,207                       |       | 5.3                                 |       |
| Mark Voll(5)                                                       |       | 246,459                         |       | *                                   |       |
| Dr. Feng  Kuo(6)                                              |       | 789,201                         |       | *                                   |       |
| Dong Wook  (David) Nam(7)                                          |       | 163,166                         |       | *                                   |       |
| Robert D.  Cochran(8)                                              |       | 130,642                         |       | *                                   |       |
| Richard H.  Kimball(9)                                             |       | 4,332,200                       |       | 19.5                                |       |
| Dr. C.J.  Koomen(10)                                          |       | 67,000                          |       | *                                   |       |
| Justine Lien(11)                                                   |       | 60,000                          |       | *                                   |       |
| Dr. Phillip  Salsbury(12)                                     |       | 75,000                          |       | *                                   |       |
| **All  directors and executive officers as a group (12)**          |       | 7,063,875                       |       | 30.3                                |       |

 

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*                                         Represents less than 1% of our CommonStock.

 

(1)                                 Based on information contained in theamended Schedule 13G which was filed by this stockholder pursuant to Section 13of the Securities and Exchange Act of 1934, as amended, on February 12,2010. The address for Ameriprise Financial, Inc. is: 145 AmeripriseFinancial Center, Minneapolis, MN 55474.

 

(2)                                 Based on information contained in theSchedule 13G which was filed by this stockholder pursuant to Section 13 ofthe Securities and Exchange Act of 1934, as amended, on February 10, 2010.The address for Capital Research Global Investors is: 333 South Hope Street,Los Angeles, CA 90071.

 

(3)                                 Based on information contained in theamended Schedule 13D/A which was filed by this stockholder pursuant to Section 13of the Securities and Exchange Act of 1934, as amended, on March 26, 2010.Includes 4,118,622 shares held by TCV IV, L.P. and 153,578 shares held by TCVIV Strategic Partners, L.P. The address for each of these entities is: c/oTechnology Crossover Ventures, 528 Ramona Street, Palo Alto, California 94301.

 

(4)                                 Includes 346,985 shares underlyingoptions that are exercisable within 60 days of March 24, 2010.

 

(5)                                 Includes 246,459 shares underlyingoptions that are exercisable within 60 days of March 24, 2010.

 

(6)                                 Includes 178,958 shares underlyingoptions that are exercisable within 60 days of March 24, 2010.

 

(7)                                 Includes 160,313 shares underlyingoptions that are exercisable within 60 days of March 24, 2010.

 

(8)                                 Includes 20,000 shares underlying optionsthat are exercisable within 60 days of March 24, 2010.

 

(9)                                 Includes 60,000 shares underlying optionsthat are exercisable within 60 days of March 24, 2010. Includes 4,118,622shares held by TCV IV, L.P. and 153,578 shares held by TCV IV StrategicPartners, L.P. Mr. Kimball is a managing member of Technology CrossoverManagement IV, L.L.C., which is the general partner of each of TCV IV, L.P. andTCV IV Strategic Partners, L.P. Mr. Kimball shares voting and dispositivepower over these shares with Jay Hoag, the other managing member of TechnologyCrossover Management IV, L.L.C., which is the general partner of each of TCVIV, L.P. and TCV IV Strategic Partners, L.P. Mr. Kimball disclaimsbeneficial ownership of such shares except to the extent of his pecuniaryinterest therein. The address for Mr. Kimball is: c/o Technology CrossoverVentures, 528 Ramona St., Palo Alto, CA 94301. The address for Mr. Kimballis: c/o Technology Crossover Ventures, 528 Ramona Street, Palo Alto, California94301.

 

(10)                           Includes 20,000 shares underlying optionsthat are exercisable within 60 days of March 24, 2010.

 

(11)                           Includes 60,000 shares underlying optionsthat are exercisable within 60 days of March 24, 2010.

 

(12)                           Includes 20,000 shares underlying optionsthat are exercisable within 60 days of March 24, 2010.

 

14

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**ITEM 13.Certain Relationships, Related Transactions and Director Independence**

 

**Certain Relationships and RelatedTransactions**

 

It is the Company’s policy that all employees,officers and directors must avoid any activity that is or has the appearance ofconflicting with the interests of the Company. This policy is included in theCompany’s Code of Business Conduct and Code of Ethics for Senior Executives. TheCompany conducts a review of all related party transactions for potentialconflict of interest situations on an ongoing basis. The Company’s AuditCommittee must approve any waiver of the Code of Ethics for Senior Executives,including related party transactions. All waivers to the Code of BusinessConduct must be approved by the Company’s Board or a committee of the Boardresponsible for corporate governance.

 

**Director Independence**

 

The Board of Directors has determined that each of Ms. Lienand Messrs. Cochran, Kimball, Koomen and Salsbury is an “independentdirector” within the meaning of Rule 5605(a)(2) of The NASDAQ Market.

 

15

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**ITEM 14.Principal Accountant Fees and Services**

 

**Principal Accountant Fees andServices**

 

The following table sets forth the aggregate feesbilled and expected to be billed by Deloitte & Touche LLP for auditand other services rendered.

 

| ** **            | ** ** | **Year Ended December 31,** | ** ** |
|-----------------------|------------|----------------------------------|------------|
| ** **            | ** ** | **2009**                         | ** ** | **2008** | ** ** |
| ** **            | ** ** | **(in thousands)**               | ** ** |
| Audit Fees(1)         |       | $                                | 679        |   | $ | 751 |   |
| Tax Services  Fees(2) |       | 105                              |       | 58 |   |
| All other  fees(3)    |       | 67                               |       | — |   |
|                  |       | $                                | 851        |   | $ | 809 |   |

 

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(1)                                    Audit fees include fees billed for theaudit of the Company’s consolidated financial statements and the effectivenessof the Company’s internal control over financial reporting and reviews of theCompany’s unaudited condensed consolidated interim financial statements.

 

(2)                                    Tax services fees consist of taxcompliance and consultation services.

 

(3)                                    All other fees relate to consultingservices and fees related to the tender Offer by Intersil Corporation.

 

The Audit Committee considered whether the provisionof the services other than the audit services is compatible with maintainingDeloitte & Touche LLP’s independence.

 

**Audit Committee Pre-Approval Policiesand Procedures**

 

The Audit Committee has established a policy topre-approve all audit and permissible non-audit services provided by theCompany’s independent registered public accounting firm. All of the servicesprovided in 2009 were pre-approved.

 

16

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**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, Techwell, Inc. has duly caused this Report on Form 10-K/Ato be signed on its behalf by the undersigned, thereunto duly authorized.

 
|                       | **TECHWELL, INC.** |
|----------------------------|-------------------------|
|                       | ** **              | ** ** |
|                       | ** **              | ** ** |
|  April 30,  2010 | By                      | /s/  Fumihiro Kozato |
|                       |                    | Fumihiro  Kozato |
|                       |                    | *President and Chief Executive Officer* |

 

Pursuant to the requirements of the Securities Exchange Actof 1934, this Report on Form 10-K/A has been signed below by the followingpersons on behalf of the registrant in the capacities and on the datesindicated.

 
| **Name**                 | ** ** | **Title**                                         | ** ** | **Date**             |
|--------------------------|------------|---------------------------------------------------|------------|----------------------|
|                     |       |                                              |       |                 |
| /s/ Fumihiro Kozato      |       | President and Chief  Executive Officer (Principal |       | April 30,  2010 |
| Fumihiro  Kozato         |       | Executive Officer)                                |       |                 |
|                     |       |                                              |       |                 |
|                     |       |                                              |       |                 |
| /s/ Mark Voll            |       |                                              |       | April 30,  2010 |
| Mark Voll                |       | Chief Financial Officer  (Principal Financial and |       |                 |
|                     |       | Accounting Officer)                               |       |                 |
|                     |       |                                              |       |                 |
| /s/ Scott L. Ashworth    |       |                                              |       |                 |
| Scott  L. Ashworth       |       | Director                                          |       | April 30,  2010 |
|                     |       |                                              |       |                 |
| /s/ Douglas A.  Balog    |       |                                              |       |                 |
| Douglas  A. Balog        |       | Director                                          |       | April 30,  2010 |
|                     |       |                                              |       |                 |
| /s/ Jonathan A.  Kennedy |       |                                              |       |                 |
| Jonathan  A. Kennedy     |       | Director                                          |       | April 30,  2010 |
|                     |       |                                              |       |                 |
| /s/ Thomas C.  Tokos     |       |                                              |       |                 |
| Thomas  C. Tokos         |       | Director                                          |       | April 30,  2010 |
|                     |       |                                              |       |                 |

 

17

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**EXHIBIT INDEX**

 
| **Exhibit** | ** ** | **Description of**                                                  |
|-------------|------------|---------------------------------------------------------------------|
| **Number**  | ** ** | **Document**                                                        |
| 32.1        |       | Rule 13a-14(a) Certification  of Chief Executive Officer. |
|        |       |                                                                |
| 32.2        |       | Rule 13a-14(a) Certification  of Chief Financial Officer. |

 

18

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