S&W Seed Co appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On August 18, 2023, S&W Seed Company ("S&W") entered into a separation agreement with Mark W. Wong in connection with his previously-announced retirement as President and Chief Executive Officer of S&W. Subject to S&W's receipt of an effective release and waiver of claims from Mr. Wong, Mr. Wong will receive the following benefits from S&W: (i) payment of $118,125, representing his cash bonus for fiscal year 2023, (ii) a stock option with a target cash value (based on the Black-Scholes valuation model and related assumptions used by S&W for financial accounting purposes) on the date of grant of $150,000, representing his stock option bonus for fiscal year 2023, (iii) a restricted stock unit award with a cash value on the date of grant of $63,000, representing his restricted stock unit bonus for fiscal year 2023, (iv) continued exercisability of outstanding stock options until the expiration of such stock options; and (v) COBRA payments for up to 6 months. Also, all of Mr. Wong's currently outstanding restricted stock unit awards, along with a stock option to purchase 100,787 shares of S&W's common stock, will become fully-vested. The remaining stock options held by Mr. Wong as of July 1, 2023, together with the equity awards to be granted as part of his fiscal year 2023 bonus, will continue to vest in accordance with their terms, subject to full acceleration in the event Mr. Wong's service as a member of S&W's board of directors is terminated involuntarily. 


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