X0306 4 2013-03-16 0 0001477246 S&W Seed Co SANW 0001401385 Szot Matthew K P.O. BOX 235 FIVE POINTS CA 93624 0 1 0 0 Senior VP and CFO Restricted Stock Units 2013-03-16 4 A 0 100000 0 A Common Stock 100000 100000 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) 15% (15,000 RSUs) vest on July 1, 2013; and (ii) the remaining 85% (85,000 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 quarter vesting installments, 17 shall vest an aggregate of 4,722 RSUs and the 18th installment shall vest an aggregate of 4,726 RSUs. 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 stock and cash, in the Company's sole discretion. The RSUs were issued pursuant to the Company's Amended and Restated 2009 Equity Incentive Plan. Matthew K. Szot 2013-03-19