exv10w2












Exhibit 10.2




[Non-Employee Director RSU]




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




Restricted Stock Unit Award Agreement




November 13, 2008




[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:

	 	[#]
	 
	 	 
	Date of Grant:

	 	November 13, 2008
	 
	 	 
	Period of Restriction:

	 	Date of Grant through the date of the Company’s
fiscal 2009 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
determined to be illegal or otherwise unenforceable, in whole or in part, the remaining
provisions shall nevertheless be binding and enforceable.




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[Non-Employee Director RSU]



	 	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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