exv10w2












Exhibit 10.2




     [Non-Employee Director RSU]



John B. Sanfilippo & Son, Inc. 2008 Equity Incentive Plan



 




Restricted Stock Unit Award Agreement



 




November 10, 2009




[Name]

[Address]

[City]



In accordance with the terms of the John B. Sanfilippo & Son, Inc. 2008 Equity Incentive Plan (the
“Plan”), pursuant to action of the Board of John B. Sanfilippo & Son, Inc. (the “Company”), the
Company hereby grants to you (the “Recipient”), subject to the terms and conditions set forth in
this Restricted Stock Unit Award Agreement (including Annex A hereto), Restricted Stock Units
(“RSUs”), as set forth below.



Unless otherwise specified, capitalized terms shall have the meanings specified in the Plan. The
terms and conditions of the Plan are incorporated by reference and govern except to the extent
that, when permitted by the Plan, this RSU Award Agreement provides otherwise.



Each RSU corresponds to one share of the Company’s Common Stock (“Share”). An RSU is an unfunded
and unsecured promise by the Company to deliver one Share on a future date as set forth herein.
Until such delivery, you only have the rights of a general unsecured creditor of the Company and
not as a stockholder with respect to the Shares underlying your RSUs.




	 	 	 
	Number of RSUs Granted:

	 	2,000
	 
	 	 
	Date of Grant:

	 	November 10, 2009

	 
	 	 
	Period of Restriction:

	 	Date of Grant through the date of
the Company’s fiscal 2010 Annual
Meeting of stockholders.

	 
	 	 
	Share Payment Date:

	 	Each RSU for which the Period of
Restrictions has lapsed will
convert to one Share on the day
following the Recipient’s
Termination of Service, with the
Share being delivered to the
Recipient as soon as
administratively possible
thereafter (but no later than 60
days thereafter).







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[Non-Employee Director RSU]




	 	 	 
	Dividend Equivalents:

	 	During the period from the first
day after the Period of Restriction
through the Share Payment Date,
each RSU shall include a right to
Dividend Equivalents, if any,
issuable during such period and for
which the applicable record date
occurs during such period. Such
Dividend Equivalents shall be paid
to the Recipient on a current
basis. “Dividend Equivalents” are
dividends or property distributions
that would have been made in
respect of each Share underlying an
RSU (other than dividends or
distributions of securities to the
extent covered in Section 12.6 of
the Plan).






RSUs are subject to forfeiture as provided herein (including Annex A) and the Plan.




Further terms and conditions of your Award of RSUs are set forth in Annex A, which is an integral
part of this RSU Award Agreement.




By accepting this Award, you hereby acknowledge the receipt of a copy of this RSU Award Agreement
including Annex A, and a copy of the Plan and agree to be bound by all terms and provisions hereof
and thereto.




	 	 	 	 	 
	 	Tom Fordonski

Vice President, Human Resources

John B. Sanfilippo & Son, Inc.

 	 
	 	 	 
	 	 	 
	 	 	 



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[Non-Employee Director RSU]




Annex A



 




Restricted Stock Unit Award Agreement



 



Further Terms and Conditions of Award. It is understood and agreed that the Award of RSUs evidenced
by the RSU Award Agreement to which this is annexed is subject to the following additional terms
and conditions:





	 	1.	 	Termination of Service. Upon the Recipient’s Termination of Service, all unvested RSUs, (RSUs
for which the Period of Restriction has not lapsed) shall be treated as follows:






	 	a.	 	Death or Permanent Disability — If the Recipient’s Termination of Service is on
account of death or Permanent Disability, then all of the unvested RSUs shall
immediately become nonforfeitable and the restrictions with respect to the RSUs shall
lapse as of the date of death or the date the Compensation Committee of the Company
(the “Committee”) determines that a Permanent Disability occurred; and
	 
	 	b.	 	Any Other Reason — If the Recipient’s Termination of Service is on account of
any other reason, including Retirement, then all unvested RSUs shall be forfeited as
of the end of the day of such Termination of Service.






	 	2.	 	Fractional Shares. If any calculation of Shares to be awarded or to be forfeited or to be
released from restrictions or limitations would result in a fraction, any fraction of 0.5
or greater will be rounded to one, and any fraction of less than 0.5 will be rounded to
zero.
	 
	 	3.	 	Ratification of Actions. By accepting the RSU Award or other benefit under the Plan, the
Recipient and each person claiming under or through him shall be conclusively deemed to
have indicated the Recipient’s acceptance and ratification of, and consent to, any action
taken under the Plan or the RSU Award by the Company, the Board or the Committee.
	 
	 	4.	 	Notices. Any notice hereunder to the Company shall be addressed to its Vice President, Human
Resources, and any notice hereunder to Recipient shall be addressed to him or her at the
address contained in the Company’s records, subject to the right of either party to
designate at any time hereafter in writing some other address.
	 
	 	5.	 	Nontransferability. Recipient may not sell, transfer, assign, pledge or otherwise dispose of
the RSUs covered by this RSU Award Agreement, other than by will or by the laws of descent
and distribution until the Share Payment Date.
	 
	 	6.	 	Governing Law and Severability. This RSU Award Agreement shall be subject to all applicable
laws, rules, and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required. To the extent not preempted by Federal
law, the RSU Award Agreement will be governed by and construed in accordance with the laws
of the State of Delaware, without regard to conflicts of law provisions. The provisions of
this RSU Award Agreement are severable and if any one or more provisions are




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[Non-Employee Director RSU]





	 	 	 	determined to
be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall
nevertheless be binding and enforceable.
	 
	 	7.	 	Definitions. Capitalized terms not otherwise defined in the RSU Award Agreement or in this Annex
A attached thereto shall have the meanings given them in the Plan.
	 
	 	8.	 	Code Section 409A. It is intended that this RSU Award Agreement will comply with Code
Section 409A to the extent applicable, and the Plan and the RSU Award Agreement shall be
interpreted and construed on a basis consistent with such intent. The RSU Award Agreement
may be amended in any respect deemed necessary
(including retroactively) by the Committee in order to preserve compliance with (or exemption
from) Code Section 409A. The preceding shall not be construed as a guarantee of any
particular tax effect for any benefits or amounts deferred or paid pursuant to this RSU Award
Agreement.
	 
	 	9.	 	Waiver. The Recipient and every person claiming under or through the Recipient hereby waives to
the fullest extent permitted by applicable law any right to a trial by jury with respect to
any litigation directly or indirectly arising out of, under, or in connection with the Plan
or this RSU Award Agreement issued pursuant to the Plan.
	 
	 	10.	 	Interpretation. The Committee shall have final authority to interpret and construe the Plan and
this RSU Award Agreement and to make any and all determinations thereunder, and its
decision shall be binding and conclusive upon the Recipient and his/her legal
representative in respect of any questions arising under the Plan or this RSU Award
Agreement.
	 
	 	11.	 	Securities Laws. The Recipient acknowledges that certain restrictions under state or federal
securities laws may apply with respect to the Shares underlying the RSUs granted pursuant
to this RSU Award Agreement, even after the Shares have been delivered to the Recipient.
Specifically, Recipient acknowledges that, to the extent he or she is an “affiliate” of the
Company (as that term is defined by the Securities Act of 1933), the Shares underlying the
RSUs granted pursuant to this RSU Award Agreement are subject to certain trading
restrictions under applicable securities laws (including particularly the Securities and
Exchange Commission’s Rule 144). Recipient hereby agrees to execute such documents and take
such actions as the Company may reasonably require with respect to state and federal
securities laws and any restrictions on the resale of such shares which may pertain under
such laws.






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