X0306 4 2016-10-05 0 0001477246 S&W Seed Co SANW 0001401385 Szot Matthew K 7108 FRESNO STREET, SUITE 380 FRESNO CA 93720 0 1 0 0 EVP Finance & Admin and CFO Restricted Stock Units 2016-10-05 4 A 0 8210 0 A Common Stock 8210 8210 D Employee Stock Option (right to buy) 4.86 2016-10-05 4 A 0 19851 0 A 2017-01-01 2026-10-05 Common Stock 19851 19851 D Each restricted stock unit ("RSU") represents the contingent right to receive one share of common stock upon vesting of the unit. The closing price of the Issuer's common stock on the date of this RSU award was $4.86. The RSUs vest quarterly over three years on the first day of each fiscal quarter, commencing on January 1, 2017 and continuing thereafter on the first day of each succeeding fiscal quarter through and including October 1, 2019, subject to continued service with the Issuer on each respective vesting date. Of the quarterly vesting installments, 11 will vest an aggregate of 684 RSUs, and the 12th installment will vest an aggregate of 686 RSUs. Vested shares will be delivered to the reporting person on the settlement date unless the Issuer elects to settle the RSUs in cash or a combination of shares and cash, in the Issuer's sole discretion. The RSUs and options were granted pursuant to the Issuer's Amended and Restated 2009 Equity Incentive Plan. The options vest in 12 quarterly installments over three years, commencing on January 1, 2017 and continuing thereafter on the first day of each succeeding fiscal quarter to and including October 1, 2019, subject to continued service with the Issuer on each respective vesting date. Of the quarterly vesting installments, 11 will vest an aggregate of 1,654 options, and the 12th installment will vest an aggregate of 1,657 options. Matthew K. Szot 2016-10-07