X0306 4 2013-03-16 0 0001477246 S&W Seed Co SANW 0001265078 WICKERSHAM GROVER T 430 CAMBRIDGE AVENUE, SUITE 100 PALO ALTO CA 94306 1 0 0 0 Restricted Stock Units 2013-03-16 4 A 0 80000 0 A Common Stock 80000 80000 D Each restricted stock unit represents the right to receive one share of common stock upon vesting of the unit. The restricted stock units vest on the following schedule, assuming continued service with the Company on each vesting date: (i) 5% (4,000 RSUs) vest on July 1, 2013; and (ii) the remaining 95% (76,000 RSUs) vest in 18 quarterly installments over 4-1/2 years, commencing on July 1, 2013 and continuing thereafter on the first day of each succeeding fiscal quarter through and including October 1, 2017. Of the quarterly vesting installments, 17 shall vest an aggregate of 4,222 RSUs and the 18th installment shall vest an aggregate of 4,226 RSU. Vested shares will be delivered to the reporting person on the settlement date unless the Company elects to settle the RSUs in cash, or a combination of cash and stock, in the Company's sole discretion. The RSUs were issued pursuant to the Company's Amended and Restated 2009 Equity Incentive Plan. Grover T. Wickersham 2013-03-19