Exhibit
10.14
 Amended and Restated
John B. Sanfilippo & Son, Inc.
Sanfilippo Value Added Plan (SVA Plan)
 I.
    
    Purposes of the PlanThe purpose of the Plan is to more closely link incentive cash compensation to the
creation of stockholder value. The Plan is intended to foster a culture of performance and
ownership, promote employee accountability, and establish a framework of manageable risks
imposed by variable pay. The Plan is also intended to reward continuing improvements in
stockholder value with an opportunity to participate in a portion of the wealth created. The
Plan is amended and restated as of August 31, 2011 to be effective for the 2012 Plan Year
and thereafter.
 II.
    
    DefinitionsActual Improvement means the annual change in SVA, as determined under Section
V(B)(1) of the Plan, which can be positive or negative.Annual Salary means, with respect to a Participant, his or her final and actually paid (or
fully earned, but not yet paid) annual or pro-rated (in the case of employment for less than
the full year) base salary in a particular fiscal year of the Company.Board means the Board of Directors of the Company.Bonus Declaredmeans the annual or pro-rated (in the case of employment for less than the
full year) bonus amount for a Plan Year, as determined under Section V of the Plan.Bonus Intervalmeans the amount of SVA growth or diminution as a variance from Target SVA
Improvement that would either (A) result in the doubling of the Target Bonus for SVA
performance above Target SVA Improvement; or, (B) result in the realization of no Target
Bonus for SVA performance below Target SVA Improvement.Capital Charge means the Cost of Capital multiplied by the Companys aggregate capital, as
determined by the Committee.Cause means, in the judgment of the Committee, (A) the breach by the Participant of any
employment agreement, employment arrangement or any other agreement with the Company or a
Subsidiary, (B) the Participant engaging in an activity or a business that competes with the
Company or a Subsidiary, (C) the Participant disclosing business secrets, trade secrets or
confidential information of the Company or a Subsidiary to any party, (D) dishonesty,
misconduct, fraud or disloyalty by the Participant, (E) misappropriation of corporate funds,
or (F) such other conduct by the Participant of an incompetent, disloyal, insubordinate,
immoral or




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Amended and Restated John B. Sanfilippo & Son, Inc. Sanfilippo Value Added Plan
  Change in Control
   Original Directors




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Amended and Restated John B. Sanfilippo & Son, Inc. Sanfilippo Value Added Plan
  Class A Stock
 Code
 Committee
 Common Stock
 Company
 Cost of Capital
 Declared Bonus Multiple
 Disability
 Exchange Act
 Excess Improvement
 Guidelines
 NOPAT
 Participant




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Amended and Restated John B. Sanfilippo & Son, Inc. Sanfilippo Value Added Plan
 Permitted Holder
 Jasper Mathias Family Members
 provided
  provided
 provided
   Plan SVA Plan
 Plan Year
 Retirement
 Section 409A
 Shortfall
 Subsidiary
 SVA




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Amended and Restated John B. Sanfilippo & Son, Inc. Sanfilippo Value Added Plan
 Target Bonus
 Target Bonus Percentage
 Target SVA Improvement
 Termination for Cause
 Termination Year
 III.
    
    EligibilityAn employee of the Company or a Subsidiary who, individually or as part of a group, is
selected by the Committee to be eligible to participate in the Plan for the Plan Year shall
become a participant as of the first day of such Plan Year, unless otherwise determined by
the Committee (each, a Participant).
 IV.
    
    Administration
 A.
    
    The CommitteeThe Board hereby appoints the Compensation Committee of the Board to be the
Committee hereunder unless a new, independent committee is selected by the Board.
For this purpose, a new Committee will be deemed independent if it is comprised
solely of two or more directors who are independent directors within the meaning
of the The Nasdaq Stock Market, Inc.s rules and regulations. The Board hereby
delegates to the Committee all compensation review and approval powers associated
with the Plan and the Guidelines.
 B.
    
    PowersThe Committee shall have full and exclusive discretionary power to:
   Guidelines




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Amended and Restated John B. Sanfilippo & Son, Inc. Sanfilippo Value Added Plan
   C.
    
    Adjustment to Payments
 provided however
 provided however




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Amended and Restated John B. Sanfilippo & Son, Inc. Sanfilippo Value Added Plan
 D.
    
    Third-Party AdvisorsThe Committee may employ attorneys, consultants, accountants, and other
persons. The Board, Committee, the Company and its officers shall be entitled to
rely upon the advice or opinion of such persons.E.
    
    Binding Effect of Committee ActionsAll actions taken and all interpretations and determinations made by the
Committee shall be final and binding upon the Participants, the Company, and all
other interested persons. No member of the Committee shall be personally liable for
any action, determination, or interpretations made in good faith with respect to the
Plan. All members of the Committee shall be fully protected and indemnified by the
Company, to the fullest extent permitted by applicable law, in respect of any such
action, determination, or interpretation of the Plan.F.
    
    Foreign JurisdictionThe Committee shall have the discretion to modify or amend the Plan, or adopt
additional terms and/or conditions, as may be deemed necessary or advisable in order
to comply with the local laws and regulations of any jurisdiction.
 V.
    
    Determination of Bonus Declared
 A.
    
    Determination of SVA and Actual Improvement
 Beginning of Plan Year Determinations
    End of Plan Year Determinations.




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Amended and Restated John B. Sanfilippo & Son, Inc. Sanfilippo Value Added Plan
  B.
    
    Determination of Bonus Declared
   Excess Improvement
 Shortfall
   provided, however
 provided, however
  VI.
    
    Payment of Bonus Declared
 A.
    
    Payment




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Amended and Restated John B. Sanfilippo & Son, Inc. Sanfilippo Value Added Plan
 th
 B.
    
    Payment Upon Termination of Employment
 In General
 a)
    
    the Participant shall not be paid any Bonus
Declared for the Plan Year in which the termination occurs (the
Termination Year);b)
    
    in the event that the prior Plan Years Bonus
Declared has not yet been paid, the Participant shall not be paid any
Bonus Declared for such prior Plan Year; provided, however, that any
amounts forfeited pursuant to this VI(B)(1)(b) shall be distributed to
other Participant(s) on a pro-rata basis, or distributed to other
Participant(s) as otherwise determined by the Committee; andc)
    
    the Participant shall have no rights or
interests in the Plan thereafter.
  Upon Death, Disability, Retirement, or Termination by the Company Other than for
Cause.
 a)
    
    to the extent not previously paid, any Bonus
Declared with respect to the Plan Year preceding the Termination Year
shall be paid by the Company to the former Participant, or in the event
of his or her death, to his or her estate or designated beneficiary,
within the time set forth in Section VI(A);b)
    
    with respect to the Termination Year, a
Participant shall receive a pro-rated Bonus Declared determined in
accordance with Section VI(A) of the Plan and such pro-rated Bonus
Declared shall be paid by the Company to the former Participant, or in
the event of his or her death, to his or her estate or designated
beneficiary, within the time set forth in Section VI(A), for the
avoidance of doubt the Bonus Declared is




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Amended and Restated John B. Sanfilippo & Son, Inc. Sanfilippo Value Added Plan
  c)
    
    the Participant shall have no rights or
interests in the Plan thereafter.
 Condition of Payments.
 VII.
    
    General Provisions
 A.
    
    No Right to Employment or ParticipationNo Participant or other person shall have any claim or right to be retained in
the employment of the Company or a Subsidiary by reason of the Plan or any Bonus
Declared. Selection for eligibility to participate in the Plan for any given Plan
Year shall not entitle the Participant to participate in any subsequent Plan Year.B.
    
    Plan ExpensesThe expenses of the Plan and its administration shall be borne by the Company.C.
    
    Plan Not FundedThe Plan shall be unfunded. The Company shall not be required to establish any
special or separate fund or to make any other segregation of assets to assure the
payment of any Bonus Declared under the Plan.D.
    
    ReportsThe appropriate officers of the Company shall cause to be filed any reports,
returns, or other information regarding the Plan, as may be required by applicable
statute, rule, or regulation.E.
    
    Governing LawThe validity, construction, and effect of the Plan, and any actions relating to
the Plan, shall be determined in accordance with the laws of the state of Illinois
and applicable federal law, without regard to the conflicts of laws provisions of
any state.




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Amended and Restated John B. Sanfilippo & Son, Inc. Sanfilippo Value Added Plan
 VIII.
    
    Amendment and Termination of the Plan; Change in Control; 409A
 A.
    
    Amendment and Termination of the Plan.
 provided however
 Impact on Existing Rights
 Impact on SVA Performance Measurement System provided
 Consequence of Full Termination of Plan
 B.
    
    Consequence of Change in Control




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Amended and Restated John B. Sanfilippo & Son, Inc. Sanfilippo Value Added Plan
  C.
    
    Section 409A