[Employee FY 2024 PSU]
John B. Sanfilippo & Son, Inc. 2023 Omnibus Incentive Plan
Performance Restricted Stock Unit
Award Agreement
[Insert Date]
[Insert Name of Participant]
In accordance with the terms of the John B. Sanfilippo & Son, Inc. 2023 Omnibus Incentive Plan (the “Plan”), pursuant to action of the Compensation and Human Resources 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 Performance Restricted Stock Unit Award Agreement (including Annexes A and B hereto) (the “PSU Award Agreement”), Restricted Stock Units subject to performance vesting (“PSUs”), as set forth below.
Unless otherwise specified, capitalized terms used in this PSU Award Agreement 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 PSU Award Agreement provides otherwise.
Each PSU corresponds to one Share and is an unfunded and unsecured promise by the Company to deliver such Share on a future date as set forth herein, subject to the terms and conditions 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 PSUs.
Number of PSUs Granted: | Target number of PSUs [#] (the “Target PSUs”), subject to adjustment as set forth in Annex B. |
Date of Grant: | []. |
Vesting Date: | As defined in Section 1 of Annex B hereto. |
Performance Period: | [] |
Share Payment Date: | As set forth in Section 5 of Annex B hereto. |
Dividend Equivalents: | During the period from the first day after the Vesting Date through the Share Payment Date, each vested PSU shall include a right to Dividend Equivalents, if any, in respect of 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 PSU |
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[Employee FY 2024 PSU]
| (other than dividends or distributions of securities to the extent covered in Section 4.4 of the Plan) for the period described above. For the avoidance of doubt, no Dividend Equivalents are granted with respect to any dividend record date prior to the Vesting Date. |
PSUs are subject to cancellation as provided herein (including Annexes A and B) and the Plan.
Further terms and conditions of your Award of PSUs are set forth in Annexes A and B, which are integral parts of this PSU Award Agreement.
By accepting this Award, you hereby acknowledge the receipt of a copy of this PSU Award Agreement, including Annexes A and B, and a copy of the Plan and agree to be bound by all terms and provisions hereof (including those in Annexes A and B) and thereto.
John B. Sanfilippo & Son, Inc.
Recipient:
Print Name:
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[Employee FY 2024 PSU]
Annex A
Performance Restricted Stock Unit Award Agreement
Further Terms and Conditions of Award. It is understood and agreed that the Award of PSUs evidenced by the PSU Award Agreement to which this is annexed is subject to the following additional terms and conditions:
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[Employee FY 2024 PSU]
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[Employee FY 2024 PSU]
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[Employee FY 2024 PSU]
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[Employee FY 2024 PSU]
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[Employee FY 2024 PSU]
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[Employee FY 2024 PSU]
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[Employee FY 2024 PSU]
Annex B
Performance Restricted Stock Unit Award Agreement
Further Terms and Conditions of Award. It is understood and agreed that the Award of PSUs evidenced by the PSU Award Agreement to which this Annex B applies is subject to the following additional terms and conditions:
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