exv10w1







Exhibit 10.1




     [Employee 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 Compensation Committee (the “Committee”) 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:

	 	[#]
	 
	 	 
	Date of Grant:

	 	November 10, 2009
	 
	 	 
	Period of Restriction:

	 	Date of Grant through November 10, 2012.
	 
	 	 
	Share Payment Date:

	 	Each RSU will convert to one Share on the day
following the date the Period of Restriction
ends with respect to that RSU, or such other
date(s) as are specified by the Recipient in
a valid deferral election filed with the
Company, with the Share being delivered to
the Recipient as soon as administratively
possible thereafter, (but no later than 60
days thereafter).






Page 1 of 5









 






[Employee RSU]




	 	 	 
	Dividend Equivalents:

	 	If a valid deferral election is made by the
Recipient, then 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 (less applicable
withholding). “Dividend Equivalents” are a
right to receive an amount equal to the
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.

 	 
	 	 	 
	 	 	 
	 	 	 



Page 2 of 5









 






	 	 	 	 	 



[Employee 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 a pro-rated number of the unvested
RSUs shall immediately become nonforfeitable and the restrictions with respect to the
pro-rated number of RSUs shall lapse as of the date of death or the date the
Committee determines that the Permanent Disability occurred and all remaining
unvested RSUs shall be forfeited; in determining the pro-rated number of unvested
RSUs that shall have their restrictions lapse, the number of unvested RSUs will be
multiplied by a fraction, the numerator of which equals (i) in the case of death, the
number of full months during the Period of Restriction that the Recipient was
employed by the Company or (ii) in the case of a Permanent Disability, the number of
full months during the Period of Restriction prior to the date the Committee
determines that a Permanent Disability occurred, and the denominator of which is
thirty—six (36); 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.	 	Share Payment Date Deferral. If the Recipient makes a valid deferral election with respect
to the RSUs in accordance with the requirements of Code Section 409A and as prescribed by
the Committee, then the Shares underlying the RSUs for which restrictions have lapsed shall
be paid out in accordance with such deferral election. Notwithstanding anything else herein
to the contrary, if Recipient is a “specified employee” for purposes of Code Section 409A
at the time of the Recipient’s Termination of Service and if an exception under Code
Section 409A does not apply, any payment to the Recipient under this RSU Award Agreement
that is payable on account of a Termination of Service (other than death or Permanent
Disability) shall be delayed until six (6) months after the Recipient’s Termination of
Service (other than death or Permanent Disability) as required by Code Section 409A.
	 
	 	3.	 	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.





Page 3 of 5









 










[Employee RSU]





	 	4.	 	Tax Withholding. With respect to the minimum statutory tax withholding required upon the
date the Period of Restriction ends, the Company may satisfy such withholding requirements
by withholding from other wages, compensation and amounts owed to the Recipient or by
withholding Shares upon the date that the restrictions lapse to such RSUs, in whole or in
part, but only with regard to that portion of the RSUs for which the Period of Restriction
has ended.
	 
	 	5.	 	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.
	 
	 	6.	 	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.
	 
	 	7.	 	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.
	 
	 	8.	 	No Employment Rights. This RSU Award Agreement does not provide Recipient with any rights
to continued employment with the Company or a Subsidiary. The Company and its Subsidiaries
reserve the right to terminate Recipient’s employment at any time, with or without cause.
	 
	 	9.	 	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 determined to
be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall
nevertheless be binding and enforceable.
	 
	 	10.	 	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.
	 
	 	11.	 	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.
	 
	 	12.	 	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.




Page 4 of 5









 











[Employee RSU]





	 	13.	 	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.
	 
	 	14.	 	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.




Page 5 of 5