EXHIBIT 10.14
 
 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 long-term, continuing
improvements in stockholder value with an opportunity to participate in a portion of the
wealth created.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 annual base salary rate in
a particular fiscal year of the Company.Board means the Board of Directors of the Company.Bonus Bank means the amount of a Plan Participants Bonus potential that is not yet earned
and which is accounted for by the Company in a non-interest bearing book entry account until
such time as it may be earned and paid in the form of Bonus Paids under the Plan.Bonus Declaredmeans the annual 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 (i) result in the doubling of the Target Bonus for SVA
performance above Target SVA Improvement; or, (ii) result in the realization of no Target
Bonus for SVA performance below Target SVA Improvement.Bonus Paid has the meaning set forth in Section VI(B).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, (i) the breach by the Participant of any
employment agreement, employment arrangement or any other agreement with the Company




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John B. Sanfilippo & Son, Inc. Sanfilippo Value Added Plan
 or a Subsidiary, (ii) the Participant engaging in a business that competes with the Company
or a Subsidiary, (iii) the Participant disclosing business secrets, trade secrets or
confidential information of the Company or a Subsidiary to any party, (iv) dishonesty,
misconduct, fraud or disloyalty by the Participant, (v) misappropriation of corporate funds,
or (vi) such other conduct by the Participant of an incompetent, insubordinate, immoral or
criminal nature as to have rendered the continued employment of the Participant incompatible
with the best interests of the Company and its Subsidiaries.Change in Control means the later of: (i) date on which no shares of the Companys Class A
common stock, $.01 par value per share, remain outstanding, and (ii)(A) a change in the
ownership of the Company, (B) a change in effective control of the Company or (C) a change
in the ownership of a substantial portion of the assets of the Company (each of A, B and C
as defined in Section 409A).Code means the Internal Revenue Code of 1986, as amended.Committee has the meaning set forth in Section IV(A).Company means John B. Sanfilippo & Son, Inc., a Delaware corporation, and its successors
and assigns.Cost of Capital means the Companys cost of equity plus its cost of debt, expressed as a
percentage, as determined by the Committee using a weighted average of the expected return
on the Companys debt and equity capital. Cost of Capital is intended to reflect the rate of
return that an investor could earn by choosing another investment with equivalent risk.Declared Bonus Multiple means the multiple determined in accordance with Section V(B)(4)
of the Plan for purposes of determining a Participants Bonus Declared.Disability means a Participant is (i) unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment which can be expected
to result in death or can be expected to last for a continuous period of not less than 12
months, or (ii) by reason of any medically determinable physical or mental impairment which
can be expected to result in death or can be expected to last for a continuous period of not
less than 12 months, receiving income replacement benefits for a period of not less than 3
months under an accident and health plan covering employees of the Company or Subsidiary;
or, if different, as may be defined for purposes of Section 409A.Key Employee means a Participant who is a specified employee for purposes of Section
409A.NOPAT means the Companys net operating profit after tax, as determined by the Committee
from the Companys audited financial statements.Participant shall be as defined in Section III.
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John B. Sanfilippo & Son, Inc. Sanfilippo Value Added Plan
 Performance Target Bonus means the annual Bonus Declared a Participant would earn, if any,
for a Plan Year if Actual Improvement equaled Target SVA Improvement, determined by
multiplying a Participants Annual Salary for that Plan Year by the Participants
Performance Target Bonus Percentage for that Plan Year.Performance Target Bonus Percentage means the percentage of a Participants Annual Salary,
as established or approved by the Committee for purposes of determining a Participants
Performance Target Bonus.Plan means the John B. Sanfilippo & Son, Inc. Sanfilippo Value Added Plan.Plan Year means the fiscal year of the Company.Retirement means a Participants termination of employment, other than for Cause, either:
(i) on or after age 65, or (ii) on or after age 55 if the Participant has been credited
with, at least, 10 full years of employment at the time of his termination of employment.Section 409A means Code Section 409A and all applicable rules and regulations related
thereto.Subsidiary means any corporation at least eighty percent (80%) of the outstanding
voting stock of which is owned by the Company.SVA means the stockholder value added of the Company determined each Plan Year by
deducting the Companys Capital Charge from NOPAT, as determined by the Committee.Target Bonus means the annual bonus a Participant may earn which shall be based on one or
more of the following with weightings as determined by the Committee: Actual Improvement
(with a minimum weighting of eighty percent (80%))and individual Participant performance.Target SVA Improvement means the targeted improvement in annual SVA growth for the Bonus
Declared Percentage to be earned in full.Termination for Cause means a determination by the Committee following a Participants
termination of employment for any reason that, prior to such termination of employment,
circumstances constituting Cause existed with respect to such Participant.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.IV.
    
    Administration
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John B. Sanfilippo & Son, Inc. Sanfilippo Value Added Plan
 
 A.
    
    The CommitteeThe Compensation Committee of the Board shall 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.B.
    
    PowersThe Committee shall have full and exclusive discretionary power to:
    C.
    
    Adjustment to Payments
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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
 a)
    
    The Committee shall determine the Companys annual SVA as of the end
of the preceding Plan Year.
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John B. Sanfilippo & Son, Inc. Sanfilippo Value Added Plan
 b)
    
    The Committee shall determine or approve
Performance Target Bonus Percentages for each Participant and the
Companys Cost of Capital for the applicable Plan Year.c)
    
    The Committee shall establish the Target SVA
Improvement and the Bonus Interval for the applicable Plan Year, which
standards may be set by the Committee for one or more Plan Years.
 End of Plan Year Determinations.
 a)
    
    The Committee shall determine the Companys annual SVA as of the end
of the Plan Year and the resulting Actual Improvement.b)
    
    The Committee shall determine, or approve the
determination of, the Declared Bonus Multiple for such Plan Year,
consistent with the terms of the Plan.
 B.
    
    Determination of Bonus DeclaredEach Participant shall be credited with a Bonus Declared, if any, for a Plan
Year according to the following:
     a)
    
    If the Actual Improvement equals the Target SVA Improvement, the
Declared Bonus Multiple shall equal one (1).b)
    
    If the Actual Improvement exceeds the Target
SVA Improvement, the Declared Bonus Multiple shall equal the Excess
Improvement divided by the Bonus Interval, plus one (1).
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John B. Sanfilippo & Son, Inc. Sanfilippo Value Added Plan
 c)
    
    If the Actual Improvement is less than the
Target SVA Improvement, the Declared Bonus Multiple shall equal the
Shortfall (expressed as a negative number) divided by the Bonus
Interval, plus one (1).
   VI.
    
    Payment of Bonus Paid
 A.
    
    Bonus Bank Determination
  B.
    
    Determination of Bonus Paid
 1 3 th
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John B. Sanfilippo & Son, Inc. Sanfilippo Value Added Plan
  C.
    
    Payment Upon Termination of Employment
 In General
 Upon Death, Disability, Retirement, or Termination by the Company Other than
for Cause.
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John B. Sanfilippo & Son, Inc. Sanfilippo Value Added Plan
  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 or Bonus Bank. 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. In the event a Participant is not selected to participate in a subsequent
Plan Year, such Participants Bonus Bank shall remain unchanged for such year and
Participant shall not be entitled to any payment of such Bonus Bank unless and until
such Participant again becomes eligible or is again selected to participate in the
Plan.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 or Bonus Bank under the Plan.
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John B. Sanfilippo & Son, Inc. Sanfilippo Value Added 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.
 VIII.
    
    Amendment and Termination of the PlanThe Board may, from time to time, amend the Plan in any respect, or may discontinue or
terminate the Plan at any time, provided, however, that:
 A.
    
    Impact on Existing RightsNo amendment, discontinuance or termination of the Plan shall alter or
otherwise affect the amount credited to a Participants Bonus Bank or affect the
amount of a Bonus Declared which may be earned prior to the date of termination;B.
    
    Impact on SVA Performance Measurement SystemNo amendment shall be made which would replace the SVA performance measurement
system for purposes of determining the Bonus Declared under the Plan during a Plan
Year for such Plan Year, provided that the Board or Committee shall have the
authority to adjust and establish Target SVA Improvement, Performance Target Bonus
Percentages, and other criteria utilized in the SVA performance measurement system;C.
    
    Consequence of Full Termination of PlanIn the event of the termination of this Plan, the full amount, if any, then
credited to a Participants Bonus Bank shall be paid in full within sixty (60) days
following the effective date of termination, but in no event later than the
fifteenth (15th) day of the third month following the Plan Year in which
the Plan is terminated. If the Plan is terminated prior to the end of a Plan Year,
the Bonus Declared for that Plan Year shall be determined and credited to a
Participants Bonus Bank as set forth in Section VI of the Plan, assuming that
Target SVA Improvement for that Plan Year had been achieved, then pro-rated for the
actual number of days in the Plan Year before the Plan was terminated; andD.
    
    Consequence of Change in ControlIn the event of a Change in Control, the Bonus Declared for that Plan Year
shall be determined and credited to a Participants Bonus Bank as set forth in
Section VI of the Plan, assuming that Target SVA Improvement for that Plan Year had
been achieved, then pro-rated for the actual number of days in the Plan Year before
the Change in Control, except that the Bonus Paid shall equal one hundred percent
(100%) of the Participants
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John B. Sanfilippo & Son, Inc. Sanfilippo Value Added Plan
 Bonus Bank after such pro-rated Bonus Declared is credited, and shall be paid at the
effective time of the Change in Control.E.
    
    Section 409ANotwithstanding anything to the contrary in this Plan:
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