Cal-Maine Foods 8K Entry into a Material Definitive Agreement | CALM 19 Nov 21

CAL-MAINE FOODS, INC.

AMENDED AND RESTATED

DEFERRED COMPENSATION PLAN

RECITALS

This Amended and Restated Deferred Compensation Plan (the “

Plan

”) is adopted by Cal-Maine

Foods,

Inc.

(the

“

Company

”),

Delaware

corporation,

for

the

benefit

select

group

the

Company’s management

or highly compensated employees.

The Company is amending

and restating

the

Plan

reflect

certain

design

changes

the

Plan

and

otherwise

meet

current

needs

the

Company.

The purpose

of the

Plan is

to offer

selected Eligible

Employees

opportunity

to elect

defer a portion of

their Base Salary and/or

Bonus Compensation, and to continue

to provide a deferred

compensation

vehicle

which

the

Company

may

credit

discretionary

amounts

behalf

Participants.

This Plan replaces

and supersedes the

Deferred Compensation

Plan previously adopted

by the

Company

December 11,

2006,

and

subsequently

amended

September 25,

2008

and

December 10,

2008

(the

“

Prior

Plan

”).

Nothing

this

amendment

and

restatement

should

construed as

changing the

time and

form of

payment

of the

Prior Plan.

From and

after the

Effective

Date of this amendment and

restatement, all entitlement to benefits under

the Prior Plan and this

Plan

shall be determined solely in accordance with the terms of this Plan, as amended from time to time in

accordance with Article 10.

The

Company

intends

this

Plan

shall

all

times

administered

and

interpreted

such

manner

constitute

unfunded

nonqualified

plan

maintained

primarily

for

the

purpose

providing deferred

compensation for

a select

group of

management or

highly-compensated Employees,

and as

such, is intended

to be

exempt from the

provisions of Parts

2, 3, and

4 of

Title I of

the Employee

Retirement

Income

Security

Act

of 1974

(“

ERISA

”),

amended,

operation

of Sections

201(2),

301(a)(3) and 401(a)(1) thereof.

The Plan is

intended to

comply in

form and

operation with

all applicable

law, including,

to the

extent applicable, the requirements

of Internal Revenue Code

Section 409A and will

be administered,

operated and construed in accordance with

this intention.

Accordingly,

this amendment and restatement is adopted

as of December 1, 2021.

ARTICLE 1

DEFINITIONS

The words and

phrases defined

in this Article

shall have

the meaning set

out in the

definition,

unless the

context in

which

the word

or phrase

appears reasonably

requires a

broader,

narrower

different meaning.

1.1

“

Account

”

shall

mean

all

bookkeeping

accounts

pertaining

Participant

which

are

maintained by the

Plan Administrator

or Plan recordkeeper

to reflect the

Company’s

obligation to the

Participant under the Plan, including a Deferral

Account, a Long-Term

Incentive Contribution Account,

and In-Service Accounts

(if any). The

Plan Administrator or

Plan recordkeeper shall

establish additional

subaccounts

that

the

Plan

Administrator

considers

necessary

reflect

the

entire

interest

the

Participant under the Plan.

1.2

“

Affiliate

” shall mean any business entity other than the Company that is a member of

a controlled

group of

corporations,

within the

meaning of

Section 414(b)

of the

Code, of

which such

Company

member;

any

other

trade

business

(whether

not

incorporated)

under

common

control, within the meaning of Section 414(c)

of the Internal Revenue

Code.

1.3

“

Base

Salary

”

shall

mean

Participant’s

base

annual

salary

excluding

incentive

and

discretionary

bonuses

and

other

non-regular

forms

compensation,

before

reductions

for

contributions to or deferrals under any

pension, deferred compensation or benefit

plans sponsored by

the Company.

1.4

“

Beneficiary

” or

“

Beneficiaries

”

shall

mean

one

or more

persons,

trusts,

estates

other

entities,

designated

Participant

accordance

with

the

Plan,

that

are

entitled

receive

benefits under the Plan upon the death of a Participant.

1.5

“

Beneficiary Designation

Form

” shall

mean the

form established

from time

to time

by the Plan Administrator that a Participant completes, signs, and returns to the Plan Administrator to

designate one or more Beneficiaries.

1.6

“

Board

” shall mean the Board of Directors of the Company.

1.7

“

Bonus Compensation

” shall mean

amounts paid

to a Participant

by the

Company in

the form of incentive compensation or any other bonus designated

by the Company before reductions

for contributions to or deferrals under any pension, deferred compensation or benefit plans sponsored

by the Company.

1.8

“

Cause

”

shall

mean

conduct

Participant

determined

the

Company

be:

(a)

gross negligence

or willful

malfeasance in

the performance of

his or

her duties;

(b) actions

or omissions

that

harm

the

Company

and

are

undertaken

omitted

knowingly

are

criminal

fraudulent

involve material

dishonesty

or moral

turpitude; (c)

being indicted

in a

court of

law for

any felony

for a crime involving misuse or misappropriation

of Company funds; or (d) breach of fiduciary

duty to

the Company

1.9

“

Change in

Control

” shall

mean and

shall include

a change

in ownership

or effective

control

the

Company

change

the

ownership

substantial

portion

the

assets

the

Company,

within

the meaning

of Internal

Revenue

Code Section

409A and

as described

in Treasury

Regulation §§1.409A

-3(i)(5)(v), (vi)

and (vii);

however,

a Change

in Control

shall not

be deemed

have occurred

if the

aforementioned changes

involve the

purchase or

acquisition of

shares or

assets

by immediate family members of the shareholders

of record as of the Effective Date of this Plan.

1.10

“

Claimant

”

shall

mean

Participant

Beneficiary

who

believes

that

she

entitled to

a benefit

under this

Plan or

is being

denied a

benefit to

which he

or she

is entitled

hereunder.

1.11

“

Code

”

shall

mean

the

U.S.

Internal

Revenue

Code

1986,

amended,

any

successor statue, and the Treasury

Regulations and other authoritative

guidance issued thereunder.

1.12

“

Committee

” shall mean the Committee appointed by the Board to administer the Plan

pursuant to Article 12 hereof. If no such Committee has been appointed,

then the term “

Committee

”

shall mean the Company.

1.13

“

Company

” shall

mean

Cal-Maine Foods,

Inc.,

and its

successors

and assigns,

unless

otherwise

provided

this

Plan,

any

other

corporation

business

organization

which,

with

the

consent

Cal-Maine

Foods,

Inc.,

its

successors

assigns,

assumes

the

Company’s

obligations

under

this

Plan,

any

Affiliate

which

agrees,

with

the

consent

Cal-Maine

Foods,

Inc.,

its

successors or assigns, to become a party to

the Plan.

1.14

“

Deemed

Investment

”

shall

mean

the

notional

conversion

the

balance

held

Participant’s

Account(s)

into

units

the

Deemed

Investment

Options

that

are

used

measuring devices for determining the value

of a Participant’s Account(s).

1.15

“

Deemed

Investment

Options

”

shall

mean

the

hypothetical

securities

other

investments described under

Section 6.1 from which

the Plan Administrator

may select to be

used as

measuring devices to determine the Deemed Investment gains or losses of a Participant’s

Account(s).

A Participant shall have no

real or beneficial ownership in

the security or other

investment represented

by the Deemed Investment Options.

1.16

“

Deferral Account

” shall

mean: (a)

the sum

of a

Participant’s Deferral Amounts (if

any)

for any Plan Year

or Performance Period

that may be allocated,

in whole or in part,

by the Participant

pursuant to his or her Deferral Election to the Deferral

Account, plus (b) Deemed Investment gains

losses

credited

debited

thereon,

less

(c)

any

distributions

made

the

Participant

his

her

Beneficiary,

and tax withholding amounts deducted

(if any) from the Participant’s

Deferral Account.

1.17

“

Deferral Amount

” shall mean that portion

of a Participant’s Base Salary and/or Bonus

Compensation that a Participant elects

to defer for any Plan Year

or Performance Period.

1.18

“

Deferral Election

” shall mean

an election by an

Eligible Employee on an

Election Form

approved by

the Plan

Administrator

(in a

paper or

electronic format)

to defer

a portion

of his

or her

Base Salary and/or Bonus Compensation in accordance

with the provisions of Article 3.

1.19

“

Effective Date

” shall

mean December 1,

2021 for

this amendment

and restatement,

and shall mean December 11, 2006 for the

commencement of the Plan.

1.20

“

Election

Form

”

shall

mean

the

form

forms

established

from

time

the

Plan Administrator

(in a

paper or

electronic format)

on which

the Participant

makes certain

designations

as required under the terms of this Plan.

1.21

“

Eligibility Date

” shall

mean the

date designated

by the

Plan Administrator

on which

an Eligible Employee shall become eligible

to participate in the Plan.

1.22

“

Eligible

Employee

”

shall

mean

for

any

calendar

year

(or

applicable

portion

calendar year), an Employee who is in

the select group of management of the Company

or is a highly

compensated Employee

of the Company,

and is determined

by the Committee,

or its designee,

to be

eligible to participate in the Plan.

1.23

“

Employee

”

shall

mean

individual

who

provides

services

the

Company

the

capacity of a common law Employee

of the Company.

1.24

“

ERISA

” shall

mean the

Employee Retirement Income

Security Act

of 1974,

as amended

from time to time, and the regulations and guidance

promulgated thereunder.

1.25

“

In-Service Account

” shall mean: (a)

the sum of a Participant’s

Deferral Amounts for

any

Plan

Year

Performance

Period

that

may

allocated,

whole

part,

the

Participant

pursuant to his

or her Deferral

Election to an

In-Service Account,

plus (b) Deemed

Investment gains

or losses

credited

or debited

thereon less

distributions made

to the

Participant

or his

or her

Beneficiary,

and tax withholding amounts that relate

to the Participant’s

In-Service Account.

1.26

“

Long-Term Incentive Contribution

” shall mean the

deferred compensation amount

credited on behalf of a

Participant by the

Company to the Long-Term

Incentive Contribution Account,

as described in Section 5.2.

1.27

“

Long-Term Incentive Contribution Account

” shall mean: (a) the sum of

the Long-

Term

Incentive Contribution

amounts (if

any) for

any Plan

Year

that the

Company may

allocate to

Participant’s

Long-Term

Incentive Contribution

Account, plus (b)

Deemed Investment

gains or losses

credited or debited thereon, less

the Participant or his or

her Beneficiary,

and tax

withholding amounts

deducted (if

any) from

the Participant’s Long-Term Incentive Contribution

Account.

1.28

“

Participant

”

shall

mean

Eligible

Employee

the

Company

who

has

met

the

requirements of

participation under

Article 2

and who

participates in

the Plan

in accordance

with the

terms and conditions of the Plan.

1.29

“

Participation

Agreement

”

shall

mean

the

agreement

executed

the

Eligible

Employee whereby he or she agrees

to participate in the Plan.

1.30

“

Performance

Period

”

shall

mean,

with

respect

any

Bonus

Compensation,

the

period of time over which such Bonus Compensation

is earned.

1.31

“

Plan

”

shall

mean

this

Amended

and

Restated

Deferred

Compensation

Plan,

evidenced by this

written instrument,

Participation Agreements,

Election Forms,

and any other

forms

as may be required by the Plan Administrator,

as amended from time to time. For purposes of Section

409A, the

portion of

the amounts

deferred by

a Participant

and Deemed

Investment

gains or

losses

credited or

debited thereon,

shall be

considered an

elective account

balance plan

as defined

in Treasury

Regulations §1.409A-1(c)(2)(i)(A),

or as otherwise provided by the

Code; the portion of the amounts

deferred

Long-Term

Incentive

Contributions

together

with

Deemed

Investment

gains

losses

credited

debited

thereon,

shall

considered

nonelective

account

balance

plan

defined

Treasury

Regulations §1.409A-1(c)(2)(i)(B),

or as otherwise provided in the Code.

1.32

“

Plan Administrator

” shall

mean the

Committee as

appointed by

the Board

pursuant

to Article 12.

A Participant

may not participate

in any

action on a

matter which

applies solely

to that

person’s individual benefits under

the Plan.

1.33

“

Plan Year

” shall

mean, for

the first

Plan Year,

the period

beginning on

the Effective

Date and ending December 31

of such calendar Year;

and thereafter shall mean

a twelve (12) month

period

beginning

January 1

each

calendar

year

and

continuing

through

December 31

such

calendar year during which the Plan is in effect.

1.34

“

Section 409A

” shall

mean Code

Section 409A

and the

Treasury

Regulations or

other

authoritative guidance issued thereunder.

1.35

“

Separation from Service

” or

“

Separates from Service

” shall

mean a

Participant has

experienced a

termination of

employment with

the Company.

Whether a

termination of

employment

or service has occurred is determined based on whether the

facts and circumstances indicate that the

Company and the Participant reasonably anticipated that no further services would

be performed after

certain

date

that

the

level

bona

fide

services

the

Participant

would

perform

after

such

date

(whether as

an Employee

or as

an independent

contractor) would

permanently decrease

to no

than

twenty

percent

(20%)

the

average

level

bona

fide

services

performed

the

Participant

(whether as an Employee or as an independent contractor) over the immediately preceding 36-month

period (or

the full

period during

which the

Participant

performed services

for the

Company,

if that

less than 36 months).

1.36

“

Specified

Time

”

shall

mean,

with

respect

Participant’s

In-Service

Account,

the

date on which the In-Service Account shall

be paid to the Participant.

1.37

“

Treasury

Regulation

”

“

Treasury

Regulations

”

shall

mean

regulations

promulgated by

the Internal

Revenue

Service for

the U.S.

Department of

the Treasury,

as they

may

be amended from time to time.

1.38

“

Unforeseeable

Emergency

”

shall

mean:

(a)

severe

financial

hardship

Participant

resulting

from

illness

accident

the

Participant,

the

Participant’s

spouse,

the

Participant’s

Beneficiary,

the

Participant’s

dependents

(as

defined

Code

Section

152

(without

regard to Code

Sections 152(b)(1), (b)(2),

and (d)(1)(B));

(b ) loss of

the Participant’s

property due

to casualty;

or (c)

other similar

extraordinary and

unforeseeable circumstances

arising as a

result of

events

beyond

the

control

the

Participant.

The

Plan

Administrator

will

determine

whether

Participant incurs an

Unforeseeable Emergency

based on the relevant

facts and circumstances

and in

accordance with Treasury

Regulations §1.409A-3(i)(3).

1.39

“

Valuation Date

” shall mean the date

through which Deemed Investment gains and/or

losses are

credited or

debited to

a Participant’s

Account(s). For

purposes of

providing benefits

under

the terms

of the

Plan, the

Valuation

Date shall

be the

event date

triggering payment

of the

Account

under the terms of the Plan, or such date as close to the payment date as is administratively feasible.

The Valuation

Date shall

be interpreted

as each

day at

the close

of business

of the

New York

Stock

Exchange (currently 4:00

p.m. Eastern Time), on

days that the New York

Stock Exchange is open

for

trading

any

other

day

which

there

sufficient

trading

securities

the

applicable

fund

materially affect

the unit

value of

the fund

and the

corresponding unit

value of

the Participant's Deemed

Investment Option(s).

1.40

“

Year of

Service

” shall

mean a

consecutive twelve

(12) month

period during

which a

Participant

employed

full-time

basis

the

Company,

inclusive

any

approved

leaves

absence, beginning on the Participant’s

date of hire.

ARTICLE 2

ELIGIBILITY AND PARTICIPATION

2.1

Selection

. Participation

in this

Plan shall

be limited

to those

Eligible Employees

of the

Company or Affiliates, as determined by the

Plan Administrator in its sole and

absolute discretion.

2.2

Enrollment

Requirements

condition

participation

this

Plan,

each

Eligible

Employee

shall

complete,

execute,

and

submit

to the

Plan

Administrator

a Participation

Agreement,

Beneficiary Designation Form, and any other Election

Forms required by the Plan Administrator

within

the time specified

by the Plan

Administrator in

accordance with the

terms and conditions

of the Plan.

addition,

the

Plan

Administrator

shall

establish

such

other

enrollment

requirements

deems

necessary or advisable.

2.3

Re-employment

. The re-employment of a

former Participant by the Company shall not

entitle

such

individual

become

Participant

hereunder.

Such

individual

shall

not

become

Participant until the individual

is again designated as an

Eligible Employee in accordance

with Section

2.1.

Participant

who

has

experienced

Separation

from

Service

receiving

installment

distributions pursuant to the terms

of the Plan and is re-employed

by the Company,

distributions due

to the Participant shall not be suspended.

2.4

Ceasing to be an Eligible

Employee

. The Plan Administrator

may remove an Eligible

Employee from

further active

participation in

the Plan

at its

discretion. If

this occurs,

the Participant

shall not have additional amounts credited to the Long

-Term

Incentive Contribution Account and shall

prevented

from

making

Participant

Deferral

Elections

for

subsequent

Plan

Years

Performance

Periods.

Any

existing

Deferral

Election

shall

continue

effect for

the

remainder

of the

Plan

Year

Performance Period and

may only be cancelled in accordance with Sectio

3.4(b) hereof.

2.5

Termination of Participation

. A

Participant will cease

to be

a Participant as

of the

date

on which his or her entire Account balance has

been distributed or forfeited.

ARTICLE 3

DEFERRAL ELECTIONS

3.1

Minimum

and

Maximum

Deferral

Limits.

For

each

Plan

Year

and/or

Performance

Period (as

applicable), if

offered by the

Company,

a Participant

shall specify

the percentage

or dollar

amount

Base

Salary

and/or

Bonus

Compensation

deferred

subject

the

minimums

maximums (if any) established by the

Plan Administrator and communicated

to the Participant on the

Election Form.

3.2

Deferral Elections

– First Year

of Eligibility.

(a)

Application

This

Section

3.2

applies

each

Eligible

Employee

who

first

becomes

eligible

participate

the

Plan.

The

Plan

Administrator

shall

determine

(in

accordance

with

Treasury

Regulation

§1.409A-2(a)(7)(ii))

the

date

upon

which

Participant

who ceased being eligible to participate

in the Plan, can again

become eligible to participate in

the Plan.

(b)

Deferral Election

. An

Eligible Employee

described in

Section 3.2(a)

may elect

to defer receipt of Base Salary earned during such Plan Year or his or her Bonus Compensation

earned during a Performance

Period by filing

a Deferral Election with

the Plan Administrator

accordance with the following rules:

(i)

Timing; Irrevocability

. The Deferral Election must

be filed with the

Plan

Administrator by,

and shall become irrevocable

as of,

the thirtieth (30th)

day following

the

Participant’s

Eligibility

Date

(or

such

earlier

date

specified

the

Plan

Administrator).

(ii)

Base Salary

. The Deferral Election

shall only apply

to Base Salary

earned

during such

calendar year beginning

with the

first payroll period

that begins immediately

after the date the

Deferral Election becomes

irrevocable. Base Salary

payable after

the

last day of a calendar year

solely for services performed during

the final payroll period,

described in Section 3401(b) of the Code,

containing December 31 of such year shall be

treated as earned during the subsequent calendar

year.

(iii)

Bonus Compensation

. Where a Deferral Election is filed in the first year

eligibility

but

after

the

commencement

the

Performance

Period,

then,

except

otherwise provided

in Section

3.3 below,

the Deferral

Election shall

only apply

to that

portion of

Bonus Compensation

earned for

such Performance

Period

equal to

the total

amount of

the Bonus

Compensation earned

during such

Performance

Period multiplied

fraction,

the

numerator

which

the

number

days

beginning

the

day

immediately after the

date that the

Deferral Election becomes irrevocable and

ending on

the last

day of

the Performance Period,

and the

denominator of

which is

the total

number

of days in the Performance Period.

3.3

Annual

Deferral

Elections

Unless

Section

3.2

applies,

each

Eligible

Employee

may

elect to

defer receipt of

Base Salary

for a

Plan Year or

his or

her Bonus

Compensation for

a Performance

Period, by filing a Deferral Election

with the Plan Administrator in accordance

with the following rules:

(a)

Base Salary

. The

Deferral Election with

respect to

Base Salary

must be

filed with

the Plan

Administrator by, and shall

become irrevocable following,

December 31 (or

such earlier

date as specified by the Plan Administrator

on the Deferral Election ) of the calendar

year next

preceding the calendar year for which such

amounts would otherwise be earned.

(b)

Bonus

Compensation

The

Deferral

Election

with

respect

Bonus

Compensation

must

filed

with

the

Plan

Administrator

by,

and

shall

become

irrevocable

following,

December 31

(or

such

earlier

date

specified

the

Plan

Administrator

the

Deferral Election)

of the

calendar year

next preceding

the first

day of

the Performance

Period

for which

such Bonus

Compensation

would

otherwise be

earned. If

the Company

has a

fiscal

year other

than the

calendar year,

Bonus Compensation

relating to

services in

the fiscal

year

of the Company, of which no amount is paid or payable during the fiscal year,

may be deferred

the

Participant’s

election

the

Deferral

Election

made

not

later

than

the

Company’s fiscal year next preceding

the first fiscal year in which the Participant performs

any

services for which

such Bonus

Compensation is

payable. Any

Deferral Election

with respect

Bonus Compensation

that constitutes

“

performance-based compensation

” under

Treasury

Regulation

§1.409A-1(e)(1),

must

filed

with

the

Plan

Administrator

by,

and

shall

become

irrevocable as of,

the date that is six (6)

months before the end of

the applicable Performance

Period

(or

such

earlier

date

specified

the

Plan

Administrator

the

Deferral

Election),

provided that

in no

event may

such Deferral

Election be

filed after

such Bonus

Compensation

has become “

readily ascertainable

” within the meaning of Section 409A.

3.4

Duration and Cancellation of Deferral

Elections.

(a)

Duration

Once

irrevocable,

Deferral

Election

shall

only

effective

for

the

Plan Year

or Performance

Period with

respect to

which such

election was

timely filed

with the

Plan Administrator.

Except as provided in Section 3.4(b), a

Deferral Election, once irrevocable,

cannot be cancelled or altered during a Plan Year

or Performance Period.

(b)

Cancellation

Pursuant

Treasury

Regulation

§1.409A-3(j)(4)(viii),

the

Plan

Administrator must cancel a Participant's Deferral Election due to an Unforeseeable Emergency

distribution. If a

Participant’s Deferral Election is cancelled, the Participant may

complete a new

Deferral

Election

for

subsequent

Plan

Year

Performance

Period,

only

accordance

with

Section 3.3.

ARTICLE 4

ACCOUNT ALLOCATION AND DISTRIBUTION

ELECTIONS

4.1

Establishment and Maintenance

of Participant Account(s).

The Plan Administrator

shall establish and

maintain a Deferral

Account, a Long-Term

Incentive Contribution

Account, and an

In-Service Account

for each

Plan Year,

as applicable,

in the

name of

each Participant,

and any

other

subaccounts deemed necessary by the Plan Administrator for proper tracking of the

benefit obligation.

4.2

Account Allocation

. Concurrent with any Deferral Election, a Participant may make an

irrevocable

election

allocate

all

or a

portion

of his

or her

elected

Deferral

Amount

to a

Plan

Year

Deferral

Account

and/or

Plan

Year

In-Service

Account.

the

extent

that

Participant

does

not

designate the Account to which Deferral Amounts will be allocated for a Plan

Year,

or such designation

is ambiguous or does not comply with the terms of the Plan, such Deferral

Amounts shall be allocated

and credited to

the Participant’s

Plan Year

Deferral Account.

Long-Term

Incentive Contributions

shall

not be

allocated to

an In-Service

Account, and

instead shall

be allocated

to a

Participant’s

Plan Year

Long-Term

Incentive Contribution Account.

4.3

In-Service Account Elections

. If a Participant

elects to allocate Deferral Amounts

for

a Plan

Year

into an

In-Service Account

in accordance

with Section

4.2, the

Participant shall

make an

election as to the year in

which payment will be made or

commence from that In-Service Account (the

“

Specified Time

”). A Participant may elect to receive a distribution of a Plan Year

In-Service Account

sooner

than

January 1st

of the

fifth

(5th)

Plan

Year

following

the

Plan

Year

of the

deferral.

(For

example:

Participant

elects

allocate

2022

Deferral

Amounts

into

In-Service

Account,

the

earliest

date

these

Deferral

Amounts

could

distributed

would

January 1,

2027).

Participant

must also elect

whether a Plan Year In-Service Account will

be paid in

a lump sum or

in four (4) annual

installments. To

the extent

that the

elections are

ambiguous or

do not

comply with

the terms

of this

Section, then that In-Service Account shall be paid

at the earliest permissible date in accordance with

this Section and/or in a lump sum.

4.4

Other Distribution

Elections

. A

Participant’s

Account shall

be paid

to the

Participant

or Beneficiary in accordance with the terms of the

payment events described in Article 8.

(a)

Separation

from

Service

Within

thirty

(30)

days

following

Participant’s

Eligibility

Date, a

Participant

must elect

whether

to be

paid in

a lump

sum or

in five

(5), ten

(10), or

fifteen (15)

annual installments for

Separation from Service.

Thereafter, coinciding with

each annual

enrollment, Participants

will make

a separate

distribution

election for

Separation

form

Service

which

will

apply

the

following

Plan

Year’s

Deferral

Account

and

Long-Term

Incentive Contribution

Account. To

the extent

that these

distribution elections

are ambiguous

or do not comply with

the terms of this Section,

a Participant shall

be deemed to have

elected

to be

paid in

ten (10)

annual installments.

Notwithstanding

the above,

pursuant to

the terms

of the Prior Plan,

Participants were

allowed a one-time

election upon plan

entry as to the time

and

form

payment

for

distribution

amounts

contributed

the

Plan

prior

January 1,

2022.

(b)

Death

Within

thirty

(30)

days

following

Participant’s

Eligibility

Date,

Participant must elect whether to be paid

in a lump sum or in five (5), ten (10), or fifteen

(15)

annual installments for death. To the extent that the distribution election is ambiguous or does

not comply with the terms

of this Section, a Participant

shall be deemed to

have elected to be

paid in ten (10)

annual installments.

Notwithstanding the above,

pursuant to the

terms of the

Prior

Plan,

Participants

were

allowed

one-time

election

upon

plan

entry

the

form

payment for

amounts contributed

to the

Plan prior

to January 1,

2022. For

those Participants

enrolled in

the Plan

at the

time of

this amendment and

restatement, a

new one-time

distribution

election

for

death

may

made

for

amounts

contributed

the

Plan

after

January 1,

2022.

ARTICLE 5

CREDITING OF AMOUNTS

5.1

Withholding and

Crediting of

Deferral Amounts

. For

each Plan

Year,

the Base

Salary

portion of

the Deferral

Amount shall

be withheld

from each

regularly scheduled

payroll in

approximately

equal amounts (or as otherwise

specified by the Plan Administrator), as adjusted

from time to time

for

increases

and

decreases

Base

Salary

(if

the

Participant’s

Deferral

Election

expressed

percentage).

The

Bonus

Compensation

portion

of the

Deferral

Amount

shall

withheld

soon as

administratively

feasible following

the time

the Bonus

Compensation

otherwise would

be paid

to the

Participant, whether or not this occurs

during the Plan Year or Performance Period as the

case may be.

Participant

Deferral

Amounts

shall

credited

the

Participant

Deferral

Account

and/or

In-

Service Account as soon as administratively feasible following the time such amounts would otherwise

have been paid to a Participant.

5.2

Crediting of

Long-Term Incentive Contributions

. Each

Plan Year, the Company may

credit a Long-Term

Incentive Contribution to the Plan on behalf of a Participant in such amount as the

Company shall determine

in its sole

discretion. The Company

is under no

obligation to credit

a Long-

Term

Incentive

Contribution

for a

Plan

Year,

and

Long-Term

Incentive

Contributions,

if made,

need

not

uniform

among

Participants.

Any

Long-Term

Incentive

Contribution

shall

credited

Participant's

Long-Term

Incentive

Contribution

Account

such

date

determined

the

Plan

Administrator.

ARTICLE 6

DEEMED INVESTMENT GAINS OR LOSSES

6.1

Deemed

Investment

Options

The

Plan

Administrator

will

determine

the

available

Deemed

Investment

Options

for

purposes

crediting

debiting

the

Deemed

Investment

gains

losses to the Account.

The Plan Administrator may discontinue, substitute, or

add Deemed Investment

Options in its sole discretion on a prospective

basis. Any discontinuance, substitution,

or addition of a

Deemed

Investment

Option

will

take

effect

soon

administratively

practicable.

The

Deemed

Investment

Options

are

used

for

measurement

purposes

only,

and

the

Plan

Administrator’s

selection of any such

Deemed Investment Option,

the allocation of such

Deemed Investment Options

to the Account, the calculation of additional amounts, and

the crediting or debiting of such amounts to

the Account

shall not

be considered

or construed

in any

manner as

an actual

investment of

the Account.

The Plan Administrator

will not

be responsible

in any

manner to any

Participant, Beneficiary

or other

person for

any

damages,

losses, liabilities,

costs

or expenses

of any

kind

arising

connection

with

any

designation

elimination

of a

Deemed

Investment

Option.

Without

limiting

the

foregoing,

the

Account shall

at all

times be

a bookkeeping

entry only

and shall

not represent

any investment

made

on his or her

behalf by the

Plan Administrator.

A Participant

(or Beneficiary) shall

at all times

remain

an unsecured

creditor of

the Company.

Any liability

or obligation

of the

Company to

any Participant,

former

Participant,

Beneficiary

with

respect

right

payment

shall

based

solely

upon

contractual obligations created by this

Plan.

6.2

Participant’s

Allocation

Deemed

Investment

Options

Each

Participant

shall

have the right to direct the Plan Administrator as to how the Participant’s Deferral Amounts and Long-

Term

Incentive Contributions shall be deemed to be invested

among the Deemed Investment Options

offered

under

the

Plan,

subject

any

rule,

policy,

practice

procedure

adopted

the

Plan

Administrator.

of each

Valuation

Date,

the

Participant’s

Account(s)

will

credited

or debited

reflect the

performance

of the

Deemed

Investment

Options elected

by the

Participant.

If a

Deemed

Investment

Option

selected

Participant

sustains

loss,

the

Participant’s

Account(s)

shall

reduced to reflect such loss. If

the Participant fails

to elect a Deemed Investment

Option the Deemed

Investment shall be based on an investment

as may be established by the Plan

Administrator.

6.3

Participant

Responsibilities

Each

Participant

solely

responsible

for

any

and

all

consequences of

his or

her investment directions

made pursuant

to this

Article 6.

Neither the

Company,

any

of its

directors,

officers

employees,

nor

the

Plan

Administrator

has

any

responsibility

any

Participant or

other person

for any

damages, losses,

liabilities, costs

or expenses

of any

kind arising

in connection with any investment

direction made by a Participant pursuant

to this Article 6.

6.4

No Required

Investment of

Company Assets

. Notwithstanding

anything contained

herein to the

contrary,

the Company

reserves the right

to invest its

assets, including

any assets that

may have been

set aside for the purpose

of funding the benefits

to be provided under

the Plan, at its

own discretion, and such

assets shall remain the property

of the Company,

or may be held in

a trust,

as the case may be, subject to the claims

of the general creditors of the Company,

and no Participant

shall have any

right to any

portion of such

assets other

than as an

unsecured general

creditor of the

Company.

ARTICLE 7

VESTING / FORFEITURES / TAXES

7.1

Participant Accounts

. A Participant shall

at all times be one hundred

percent (100%)

vested in his or her Deferral Account

and In-Service Account(s).

7.2

Long-Term

Incentive

Contribution

Account

Unless

otherwise

stated

Participant’s

Participation

Agreement, Long-Term

Incentive Contributions

shall be

tracked

separately

for each

Plan

Year

and

shall

become

one hundred

percent

(100%)

vested

on December

31st

of the

fifth

(5th)

Plan

Year

following

the

year

such

contribution

credited

the

Plan.

For

example:

contribution

credited

December

2021

will

100%

vest

12/31/2026;

contribution

credited

December 2022 will 100% vest on 12/31/2027;

and so on.

7.3

Acceleration

Vesting

Notwithstanding

any

vesting

schedule

the

contrary,

Participant shall become one hundred percent (100%) vested upon the earlier of

the following events:

(a) attainment of age sixty

(60) with five (5) Years of Service

or (b) the Company’s Change in

Control.

Additionally,

the

Company

may

accelerate

Participant’s

vesting

any

time

its

sole

discretion

provided that such acceleration complies

with Section 409A.

7.4

Forfeitures

. Notwithstanding any other provision to the contrary herein, in the event a

Participant’s

employment is involuntarily

terminated for Cause,

no benefits of

any kind will

be due or

payable

the

Company

under

the

terms

this

Plan

from

the

Participant’s

Long-Term

Incentive

Contribution

Account,

for

amounts

contributed

after

the

date

this

amendment

and

restatement,

and

all

rights

the

Participant,

his

her

designated

Beneficiary,

executors,

administrators,

any

other

person,

receive

payments

thereof

shall

forfeited.

Additionally,

Participant will forfeit any portion

of an Account that is not vested upon Separation

from Service.

7.5

Taxes

and Withholding

Deferral

Amounts,

Long-Term

Incentive

Contributions,

and

Deemed Investment gains and/or losses on

each are subject to

the Federal Insurance Contribution Act

(FICA) and

the Federal

Unemployment Tax

Act (FUTA)

to the

extent provided

under applicable

Code

provisions, and

benefits payable under

the Plan are

subject to

all applicable

federal, state, city, income,

employment or

other taxes

as may

be required

to be

withheld or

paid. A

Participant is

solely responsible

for the payment of all individual tax liabilities

relating to any such benefits.

ARTICLE 8

PAYMENT OF ACCOUNT(S)

8.1

Payments in General.

(a)

Payment Events

(i)

Participant

(or,

the

event

the

death

the

Participant,

the

Participant’s

Beneficiary) shall

be entitled

to a

benefit equal

to the

Participant’s

vested

Account(s) balance as of the earliest payment

event to occur under Article 8.

(ii)

Unless the vested

balance of a Participant’s

In-Service Account

has been

paid earlier in accordance with

this Article 8, the Participant shall

be entitled to a

benefit

equal to such vested Account balance at the Specified

Time.

(b)

Source of

Payments

. The

Company will

pay, from its

general assets,

the portion

of any benefit

payable pursuant

to this Article

8 that is attributable

to a Participant’s

Account,

and all costs, charges and expenses relating thereto.

(c)

Calculation

Installment

Payments

The

amount

each

subsequent

installment shall

be determined

by dividing

the value

of the

Participant’s

Account(s) as

of the

December 31st preceding each installment by

the number of installments

remaining to be paid.

(By way of

example, if

the Participant is

to receive

payment in annual

installments over a

period

of five (5) years, the

first payment shall equal

1/5 of the Account balance.

The following year,

the payment shall be 1/4

of the Account balance. The

final installment payment shall

be equal

to the balance of the Account(s), calculated as of the applicable

anniversary date.) Any unpaid

Account balance

shall continue

to be

deemed to

be credited

or debited

with Deemed

Investment

gains

losses

pursuant

Article

which

case

any

deemed

income,

gains,

losses,

expenses

shall

reflected

the

actual

payments.

Notwithstanding

any

election

installments, if a Participant’s vested Account balance at the due date of the first installment

ten thousand

dollars

($10,000.00)

less,

excluding

In-Service

Accounts,

payment

the

vested Account

balance shall

be made

instead in

one (1)

lump sum

payment, and no

installment

payments shall be available hereunder.

(d)

Changes in Timing or Form

of Distributions

. Upon the Company’s

approval,

Participant

may

delay

the

time

payment

change

the

form

payment

expressly

provided

under

this

Section

8.1(d)

and

Section

409A

(hereinafter,

“

Subsequent

Deferral

Election

”).

Notwithstanding

the foregoing,

a Subsequent

Deferral

Election

cannot

accelerate

any

payment.

Subsequent

Deferral

Election

which

delays

payment

or changes

the

form

payment is permitted only if all of the following

requirements are met:

(i)

The Subsequent Deferral Election

does not take effect

until at least

twelve

(12)

months

after

the

date

which

the

Subsequent

Deferral

Election

made

and

approved by the Plan Administrator;

(ii)

the

Subsequent

Deferral

Election

relates

payment

based

Separation from Service

or at a Specified

Time, the Subsequent

Deferral Election

must

result in

payment

being

deferred for

a period

of not

less than

five (5)

years

from the

date the first amount was scheduled to be

paid;

(iii)

the

Subsequent

Deferral

Election

relates

payment

Specified

Time, the Participant

must make the Subsequent

Deferral Election not

less than twelve

(12) months before the date the first amount was

scheduled to be paid.

For purposes of

applying this Section

8.1(d), installment payments shall

be treated

as a

“

single

payment.

”

Any

election

made

pursuant

this

Section

shall

made

such

Election

Forms

electronic media as is

required by the Plan Administrator,

in accordance with the

rules established by

the Plan Administrator and shall comply

with all requirements of Section 409A.

8.2

Separation from Service

. Except as otherwise stated in Section 8.6,

in the event of a

Participant’s Separation

from Service (other than for death), the Company shall pay to the Participant

his or

her vested

Account balance in

the form

of payment

elected by

the Participant pursuant

to Section

4.4(a).

Payment

shall

made

commence

six

(6)

months

following

the

date

Separation

from

Service

based

the

value

of the

Account

the payout

date as

administratively

feasible.

Subsequent installments,

if any,

shall be

paid on

January 15th

of each

calendar year

thereafter

and

calculated in

accordance with

Section 8.1(c).

In the

event of

a Participant’s

death after

installments

have commenced,

as applicable,

but prior

to the

receipt of

all installments

owed, the

Company shall

continue

pay

any

remaining

installments

the

Participant’s

Beneficiary

accordance

with

the

schedule the installments would have otherwise

been paid to the Participant.

8.3

Death

While

Employed

Except

otherwise

stated

Section

8.6,

the

event

Participant dies

while employed

by the

Company, the Company shall

pay to

the Participant’s Beneficiary

the Participant’s

vested Account

balance, in

the form of

payment elected

by the

Participant pursuant

Section

4.4(b).

Payment

shall

made

commence

six

(6)

months

following

the

date

the

Participant’s death

based on the

value of the

Account as close

to the payout

date as administratively

feasible.

Subsequent

installments,

any,

shall

paid

January 15th

each

calendar

year

thereafter and calculated in accordance with Section

8.1(c).

8.4

Payment at a Specified Time

. A Participant shall be paid the vested balance of an In-

Service

Account

the

time

and

form

payment

elected

the

Participant

his

her

timely

submitted Election Form

in accordance with Section

4.3. Payment

shall be made

or commence at the

Specified Time, with

subsequent installments, if any, paid on

the anniversary of the

Specified Date and

calculated in accordance with Section 8.1(c).

8.5

Payment due to an Unforeseeable Emergency

. A Participant shall have the

right to

request,

form

provided

the

Plan

Administrator,

payment

all

portion

his

her

vested

Deferral

Account

balance, in

a lump

sum payment

due to

Unforeseeable

Emergency.

The

Plan Administrator shall have the sole discretion to determine, in

accordance with the standards under

Section 409A, whether to grant such a

request and the amount to be paid pursuant to

such request.

(a)

Determination of Unforeseeable

Emergency

. Whether a Participant

is faced

with an Unforeseeable

Emergency permitting

a lump sum

payment is to

be determined

based

on the relevant facts

and circumstances of

each case, but, in

any case, a payment

on account

of an Unforeseeable Emergency may not be made to

the extent that such emergency is or may

be relieved

through reimbursement or

compensation from

insurance or

otherwise, by

liquidation

of the Participant’s

assets, to the extent

the liquidation of

such assets would

not cause severe

financial

hardship,

cessation

deferrals

under

the

Plan.

Payments

because

Unforeseeable Emergency

must be

limited to

the amount

reasonably necessary

to satisfy

the

emergency

need

(which

may

include

amounts

necessary

pay

any

federal,

state,

local,

foreign income taxes

or penalties reasonably anticipated to result

from the payment).

(b)

Payment of Account

. Payment

shall be made

within thirty (30)

days following

the determination by

the Plan Administrator

that a payment

will be

permitted under this

Section

8.5.

8.6

Prior

Plan

Distributions

For

Participants

enrolled

the

Plan

of the

date

this

amendment and restatement,

distributions for

Accounts established

prior to the

2022 Plan Year

shall

be made in accordance with the terms of

the Prior Plan. For purposes of clarity, those distributions are

as follows:

(a)

In General

. Upon entry into the Prior Plan, Participants were allowed to elect to

paid

either

(i)

upon

Separation

from

Service

(ii)

upon

the

earlier

Separation

from

Service or an

in-service payment

date elected

by the

Participant that

was the

first day

of any

month coincident with or next following attainment

of age sixty-five (65).

(b)

Separation

from

Service

prior

age

the

event

Participant’s

Separation from

Service (other

than for

death) prior

to age

fifty-five (55),

the Company

shall

pay to the Participant his

or her vested Account balance, based

on the value of the Account

close to the

payout date

as administratively

feasible, in a

lump sum,

six (6) months

following

the date of Separation from Service.

(c)

Separation from

Service on

or after

age 55

. In

the event

of a

Participant’s

Separation from Service on

or after age

fifty-five (55), the Company shall

pay to the

Participant

his

her

vested

Account

balance,

the

number

annual

installments

elected

the

Participant upon his

or her

initial enrollment into

the Plan.

Payment shall be

made or commence

six (6) months following the date

of Separation from Service based on the value of

the Account

as close to the

payout date as

administratively feasible.

Subsequent installments,

if any,

shall

paid

January 15th

each

calendar

year

thereafter

and

calculated

accordance

with

Section 8.1(c).

(d)

Death While

Employed

. In

the event

of a

Participant’s

death while

employed

by the

Company,

the Company

shall pay

to the

Participant his

or her

vested Account

balance

in the

number of

annual installments elected

by the

Participant upon his

or her

initial enrollment

into the Plan. Payment shall be made or commence six (6) months following the date of death,

based

the

value

the

Account

the

payout

date

administratively

feasible.

Subsequent installments, if any, shall be paid on January 15th of each calendar year thereafter

and calculated in accordance with Section 8.1(c).

(e)

Prior Plan

In-Service Payment

Date

. If

a Participant

elected to

be upon

the

earlier

Separation

from

Service

in-service

payment

date,

and

the

Participant

still

employed on the elected in-service payment date,

payment shall be made or commence

on the

date elected by

the Participant

based on the

value of

the Account

as close

to the

payout date

as administratively

feasible. Subsequent

installments, if

any,

shall be paid

on January 15th

each calendar year thereafter and calculated in

accordance with Section 8.1(c).

8.7

Permissible Accelerations

. Except as

specifically permitted herein or

in other sections

this

Plan,

acceleration

the

time

schedule

any

payment

may

made

hereunder.

Notwithstanding the foregoing,

payments may be

accelerated hereunder by the

Company (without any

direct or indirect election on the

part of any Participant), in accordance with the provisions of

Treasury

Regulation

§1.409A-3(j)(4)

and

any

subsequent

guidance

issued

the

United

States

Treasury

Department. Accordingly, payments may be accelerated, in

accordance with the

provisions of Treasury

Regulation §1.409A-3(j)(4)

in the following

circumstances: (a)

in limited cashouts

(but not in

excess

of the limit under

Code Section 402(g)(1)(B)); (b) to

pay employment-related taxes; or (c) to pay

any

taxes that may become

due at any time

that the Plan fails

to meet the requirements

of Section 409A

(but in

no case

shall such

payments

exceed the

amount

to be

included

in income

as a

result

of the

failure to comply with the requirements of Section

409A).

8.8

Specified Employee of a Public

Company

. If a Participant is

considered a “

specified

employee

” of a public company, pursuant to Code Section 409A(a)(2)(B)(i), then solely to the extent

necessary to

avoid

penalties

under Section

409A,

payments

to be

made as

a result

of a

Separation

from Service under

this Article may

not commence

earlier than

six (6) months

after the

Participant’s

Separation from

Service. In

the event

a distribution

is delayed

pursuant to

this paragraph,

any amounts

otherwise payable during the six months shall be accumulated and paid in

a lump sum on the first

day

of the seventh month following Separation

from Service.

8.9

Rights of Participant and Beneficiary

(a)

Creditor

Status

Participant

and

Beneficiary

The

Plan

constitutes

the

unfunded, unsecured promise

of the

Company to make payments

to a Participant or

Beneficiary

the

future

and

shall

liability

solely

against

the

general

assets

the

Company.

The

Company shall

not be

required to

segregate, set

aside or

escrow any

amounts for

the benefit

of a Participant

or Beneficiary.

A Participant

and Beneficiary shall

have the

status of a

general

unsecured creditor

of the Company

and may

look only to

the Company

and its general

assets

for payment of benefits under the Plan.

(b)

Investments

its

sole

discretion,

the

Company

may

acquire

insurance

policies, annuities

or other

financial vehicles

for the

purpose of

providing

future assets

of the

Company

meet

its

anticipated

liabilities

under

the

Plan.

Such

policies,

annuities

other

investments

shall at

all

times be

and

remain unrestricted

general

property

and assets

of the

Company.

A Participant

and his or

her designated

Beneficiary shall

have no

rights, other than

as general

creditors,

with respect

to such

policies,

annuities

or other

acquired assets.

In the

event

that

the

Company

purchases

insurance

policy

policies

insuring

the

life

Participant or

Employee, to

allow the

Company to

recover or

meet the

cost of

providing benefits,

in whole

or in

part, hereunder,

no Participant

or Beneficiary

shall have

any rights

whatsoever

in said policy or the proceeds therefrom. The Company shall

be the sole owner and beneficiary

of any

such insurance

policy

or property

and

shall

possess

and

may

exercise

all

incidents

ownership

therein.

Participant

further

agrees

sign

any

forms

and

consent

necessary

for

such

life

insurance

including

the

consent

under

Code

Section

101(j)

for

the

Company

owner

and

beneficiary

the

insurance

the

Participant’s

life.

the

Company

chooses

obtain insurance

on the

life of

a Participant

in connection

with its

obligations under

this Plan,

the

Participant

hereby

agrees

take

such

physical

examinations

and

truthfully

and

completely

supply

such

information

may

required

the

Company

the

insurance

company designated by the Company. No insurance policy with regard to any director,

“

highly

compensated employee,

” or “

highly compensated individual,

” as defined in Code Section

101(j)

shall

acquired

before

satisfying

the

Code

Section

101(j)

“

Notice

and

Consent

”

requirements.

8.10

Discharge

of Obligations

The

payment

to a

Participant

or his

or her

Beneficiary

the

Account

balance

full

shall

discharge

all

obligations

the

Company

such

Participant

Beneficiary under the Plan.

ARTICLE 9

BENEFICIARY DESIGNATION

9.1

Designation of Beneficiaries

(a)

Each

Participant

may

designate

any

person

persons

(who

may

named

contingently

successively)

receive

any

benefits

payable

under

the

Plan

upon

the

Participant’s

death, and

the designation

may be

changed from time

to time

by the Participant

filing

new

designation.

Each

designation

will

revoke

all

prior

designations

the

same

Participant, shall

be in

the form

prescribed by

the Company,

and shall

be effective

only when

signed by the Participant and filed with

the Company during the Participant’s

lifetime.

(b)

In the

absence

of a

valid

Beneficiary designation,

or if,

at the

time any

benefit

payment is due to a Beneficiary, there is no living Beneficiary validly named by the Participant,

the Company shall pay the

benefit payment to the Participant’s spouse, if then

living, and if the

spouse is not then

living to the

executors or administrators

of the estate

of the Participant.

determining

the

existence

identity

anyone

entitled

benefit

payment,

the

Company

may rely

conclusively

upon information

supplied by

the Participant’s

personal representative,

executor,

or administrator.

(c)

Participant’s

designation

Beneficiary

will

not

revoked

changed

automatically

any

future

marriage

divorce.

Should

the

Participant

wish

change

the

designated Beneficiary in the event of a future marriage or divorce, the Participant

will have to

do so by means of filing a new designation.

(d)

If a question arises as to the existence or identity of anyone entitled to receive a

death benefit payment

under the Plan,

or if a

dispute arises

with respect

to any death

benefit

payment under

the Plan,

the Company

may distribute

the payment

to the Participant’s

estate

without

liability

for

any

tax

other

consequences,

may

take

any

other

action

which

the

Company deems to be appropriate.

9.2

Information to be furnished by Participants and Beneficiaries

; Inability to Locate

Participants or Beneficiaries. Any communication,

statement or notice addressed to a Participant

or to

a Beneficiary at his or her

last post office address as shown on the

Company’s records shall be binding

the

Participant

Beneficiary

for

all

purposes

the

Plan.

The

Company

shall

not

obliged

search for any Participant

or Beneficiary beyond

the sending of a

registered letter to

such last known

address.

9.3

Facility of

Payment

. If

the Plan

Administrator determines in

its discretion

that a

benefit

paid

minor,

person

legally

declared

incompetent,

person

legally

deemed

incapable

handling

the

disposition

that

person’s

property,

the

Plan

Administrator

may

direct

payment of such benefit to

the guardian, legal representative or

person having care or custody

of such

minor,

incompetent

person

incapable

person.

The

Plan

Administrator

may

require

proof

incompetence, minority

or guardianship

as it may

deem appropriate

prior to

payment of

the benefit.

Any distribution

of a

benefit shall

be a

distribution for

the account

of the

Participant and the

Beneficiary,

the

case

may

be,

and

shall

complete

discharge

any

liability

under

the

Plan

for

such

distribution amount.

ARTICLE 10

PLAN AMENDMENT

10.1

Right to Amend

. The Board may amend the

Plan, at any time and with

respect to any

provisions

hereof,

and

all

parties

hereto

claiming

any

interest

hereunder

shall

bound

such

amendment; provided, however,

that no such amendment

shall deprive a Participant

or a Beneficiary

of a benefit amount accrued hereunder prior to the date of the amendment without written consent of

the Participant or Beneficiary.

10.2

Amendments Required

By Law

. Notwithstanding

the provisions of

Section 10.1, the

Plan may be amended

by the Company at any

time, retroactively if required, if

found necessary, in the

opinion of the

Company,

without written

consent of Participants

and Beneficiaries,

in order to

ensure

that the

Plan is

characterized

as a

“

top-hat

” plan

of deferred

compensation maintained

for a

select

group of

management or

highly compensated

employees as

described under

ERISA sections

201(2),

301(a)(3), and 401(a)(1),

to conform the

Plan to the provisions

of Section 409A, and

to conform the

Plan to the

requirements of any other

applicable law (including but

not limited to

ERISA and the Code).

ARTICLE 11

PLAN TERMINATION

11.1

Company’s Right to Suspend Plan

The Board reserves

the right to suspend

the operation of

the Plan for a

fixed or indeterminate

period of time, in its sole discretion.

In the event of a suspension of the Plan, during the period of the

suspension, the Plan Administrator

shall continue all aspects

of the Plan other than

crediting of Long-

Term

Incentive Contributions, and Deferral

Amounts shall be suspended effective

with the first day of

the Plan

Year

following the

date the

Plan is

suspended. Payments

of distributions

will continue

to be

made during the period of the suspension in accordance

with Article 8.

11.2

Plan

Termination

and

Liquidation

under

Section

409A

The

Board

reserves

the

right to terminate the

Plan at any

time without the

consent of Participants.

Notwithstanding anything

to the

contrary

in Section

11.1, any

acceleration

of the

payment

of benefits

due to

Plan termination

and

liquidation

shall

comply

with

the

following

subparagraphs,

but

only

permitted

accordance

with Section 409A

and Treasury Regulation §1.409A-3(j)(4)(ix). The Plan Administrator may

distribute

all

Participants’

vested

Account

balances,

determined

of the

date

the

termination

the

Plan,

subject to the terms below:

(a)

Upon the

Board’s

termination

of this

and all

other arrangements

that would

aggregated

with

this

Plan

pursuant

Treasury

Regulation

§1.409A-1(c)

Participant

participated

such

arrangements

(“

Similar

Arrangements

”),

provided

that:

(i)

the

termination does not occur

proximate to a downturn in

the financial health of

the Company; (ii)

all termination

distributions

are made

earlier than

twelve

(12) months

and no

later

than

twenty-four (24) months following such termination; and (iii) the Company does not

adopt any

new

arrangement

that

would

Similar

Arrangement

for

minimum

three

(3)

years

following the

date the

Company takes

all necessary

action to

irrevocably terminate

and liquidate

the Plan.

(b)

Upon the Company’s dissolution taxed under Code Section 331, or with approval

of a bankruptcy

court, provided

that the

amounts deferred

under the

Plan are

included in

the

Participant’s

gross income

in the latest

of: (i) the

calendar year

in which

the Plan terminates;

(ii) the calendar

year in which

the amount is

no longer subject

to a substantial

risk of

forfeiture;

or (iii) the first calendar year in which the

payment is administratively practicable;

(c)

Within thirty

(30) days before

or twelve (12)

months after a

Change in Control,

provided

that

all

distributions

are

made

later

than

twelve

(12)

months

following

such

termination of the

Plan and further

provided that

all the Company’s

Similar Arrangements

are

terminated so

the Participant

and all

participants in

the Similar

Arrangements

are required

receive all

amounts of

compensation deferred

under the

terminated arrangements within

twelve

(12) months of the termination of the Plan.

ARTICLE 12

PLAN ADMINISTRATION

12.1

General

Plan

Administration

The

Board

or its

designee

shall

appoint

a Committee

consisting of

not less

than three

(3) persons

to administer

the Plan.

Any member

of the

Committee

may at any time

be removed, with

or without cause,

and his or her

successor appointed by

the Chief

Executive Officer of

the Company or

his or

her designee, and

any vacancy caused

by death,

resignation

or other

reason shall

be filled

by the

Chief Executive

Officer of

the Company

his or her

designee.

The Committee shall

be the Plan

Administrator and in general

shall be responsible

for the management

and administration of the Plan. The Committee shall

have full power to administer the Plan in all of its

details, subject to

applicable requirements

of law.

No member of

the Committee who

is an Employee

of the Company shall receive compensation for

his or her services

to the Plan. The fiscal records

of the

Plan shall be maintained on the basis of the Plan

Year.

12.2

Plan

Administrator

Authority

The

Plan

Administrator

shall

enforce

this

Plan

accordance with its terms,

shall be charged with

the general administration of this

Plan, and shall have

all powers necessary to accomplish its purposes, including, but not by way of limitation, the

following:

(a)

construe and interpret

the terms

and provisions

of this Plan

and to

reconcile

any inconsistency,

in its sole and absolute discretion;

(b)

compute and certify the

amount payable to

Participants and Beneficiaries;

determine the time and manner in which such

benefits are paid; and to determine the

amount

of any withholding taxes to be deducted;

(c)

To maintain all records that may be

necessary for the administration of

this Plan;

(d)

provide

for the

disclosure

of all

information

and the

filing or

provision

of all

reports

and

statements

to Participants,

Beneficiaries,

and

governmental

agencies

as shall

required by law;

(e)

To make and publish such rules for the regulation of this Plan and

procedures for

the administration of this Plan so long as no such

rules or procedures are not inconsistent with

the terms hereof;

(f)

administer this Plan’s claims

procedures;

(g)

approve the forms and procedures

for use under this Plan; and

(h)

employ

such

persons

organizations,

including

without

limitation,

actuaries,

attorneys,

accountants,

independent

fiduciaries,

recordkeepers,

and

administrative

consultants, to render advice or

perform services with respect to

the responsibilities of the Plan

Administrator under the Plan.

12.3

Committee Procedures

The

Committee

may

act

meeting

writing

without

meeting.

The

Committee

may

adopt such

by-laws

and regulations

as it

deems desirable

for the

conduct

of its

affairs. All

decisions

shall

made

majority

vote

(whether

meeting

written

action).

member

the

Committee

who

any

time

Participant

this

Plan

shall

vote

decision

the

Committee

(whether in

a meeting

or by

written action)

made specifically

and uniquely

with respect

to such

member

of the

Committee

regarding

amount,

payment,

timing,

form

other

aspect

of the

benefits

of such

Committee member under this Plan.

12.4

Indemnification of Committee Members

The Company

shall indemnify

and hold

harmless each

member of

the Committee

against any

and

all

liability,

claims,

damages

and

expense

(including

all

expenses

reasonably

incurred

the

Committee member’s

defense in

the event

that the

Company fails

to provide

such defense

upon the

Committee Member’s

written request)

which the

Committee member

may incur

while acting

in good

faith in the administration of the Plan.

12.5

Compliance with Section 409A

(a)

Notwithstanding

anything

contained

herein

the

contrary,

the

interpretation

and distribution of Participants’ benefits under

the Plan shall be made in a manner and at such

times

comply

with

all

applicable

provisions

Section

409A

and

the

regulations

and

guidance

promulgated

thereunder,

exception

exclusion

therefrom

avoid

the

imposition

any

accelerated

additional

taxes.

Any

defined

terms

shall

construed

consistent with Section 409A and any terms not specifically defined shall have the meaning set

forth in Section 409A.

(b)

The intent of this Section is

to ensure that the Participants are not

subject to any

tax liability

or interest

penalty,

by reason

of the

application

of Code

Section 409A(a)(1)

as a

result of any failure to comply with all the requirements of Section 409A, and this Section shall

be interpreted

in light

of,

and consistent

with, such

requirements. This

Section shall

apply to

distributions under

the Plan,

but only

to the

extent

required

in order

to avoid

taxation

of,

interest

penalties

on,

Participant

under

Section

409A.

These

rules

shall

also

deemed

modified

supplemented

such

other

rules

may

necessary,

from

time

time,

comply with Section 409A.

ARTICLE 13

CLAIMS PROCEDURES

13.1

Claims

Procedure

This

Article

based

Department

Labor

Regulation

Section

2560.503-1.

If any

provision

of this

Article

conflicts with

the requirements

of those

regulations, the

requirements of those

regulations will prevail. A

Claimant who has

not received benefits

under the Plan

that he or she believes should be paid

shall make a claim for such benefits as

follows:

(a)

Initiation

- Written Claim. The Claimant

initiates a claim by

submitting a written

request

for

the

benefits

the

Plan

Administrator.

The

Plan

Administrator

will,

upon

written

request of

a Claimant,

make available

copies of

all forms

and instructions

necessary to

file a

claim for benefits or advise the Claimant where

such forms and instructions may be obtained.

(b)

Timing of

Company Response

. The

Plan Administrator

shall respond

to such

Claimant within ninety (90) days

after receiving the claim. If

the Plan Administrator determines

that

special

circumstances

require

additional

time

for

processing

the

claim,

the

Plan

Administrator

can

extend

the response

period

by an

additional

ninety

(90)

days

by notifying

the Claimant in writing

prior to the end

of the initial

90-day period that

an additional period is

required.

Any

notice

extension

must

set

forth

the

special

circumstances

requiring

extension of time and the date by which the

Plan Administrator expects to render its

decision.

(c)

Notice of

Decision

. If

the Plan

Administrator

denies

the claim,

in whole

or in

part,

the

Plan

Administrator

shall

notify

the

Claimant

writing

such

denial.

The

Plan

Administrator

shall

write

the

notification

manner

calculated

understood

the

Claimant. The notification shall set forth:

(i)

The specific reasons for the denial;

(ii)

A reference

the

specific

provisions

of the

Plan

on which

the

denial

based;

(iii)

A description

of any

additional information

or material

necessary for

the

Claimant to perfect the claim and an explanation

of why it is needed;

(iv)

explanation

the

Plan's

review

procedures

and

the

time

limits

applicable to such procedures; and

(v)

statement

the

Claimant’s

right

bring

civil

action

under

ERISA

Section 502(a) following an adverse benefit determination

on review.

13.2

Review Procedure

. If the Plan Administrator denies the claim,

in whole or in part, the

Claimant shall have

the opportunity

for a full

and fair review

by the

Plan Administrator

of the denial,

as follows:

(a)

Initiation

- Written

Request.

initiate

the review,

the

Claimant,

within

sixty

(60)

days

after

receiving

the

Plan

Administrator’s

notice

denial,

must

file

with

the

Plan

Administrator a written request for review.

(b)

Additional

Submissions

Information

Access.

The

Claimant

shall

then

have

the opportunity

to submit

written comments,

documents, records

and other

information relating

to the claim.

The Plan Administrator shall

also provide the Claimant, upon

request and free of

charge,

reasonable

access

to,

and

copies

of,

all

documents,

records

and

other

information

relevant (as defined in applicable ERISA

regulations) to the Claimant’s

claim for benefits.

(c)

Considerations on

Review

. In

considering the

review,

the Plan

Administrator

shall take into

account all comments,

documents, records and

other information submitted

the Claimant relating

to the claim,

without regard to

whether such information

was submitted

or considered in the initial benefit determination.

(d)

Timing of Company Response

. The Plan Administrator shall

respond in writing

such

Claimant

within

sixty

(60)

days

after

receiving

the

request

for

review.

the

Plan

Administrator determines that

special circumstances require additional

time for processing the

claim, the Plan

Administrator can

extend the response

period by an

additional sixty

(60) days

notifying

the

Claimant

writing,

prior

the

end

the

initial

60-day

period

that

additional period is

required. The notice

of extension must

set forth the

special circumstances

and the date by which the Plan Administrator

expects to render its decision.

(e)

Notice of Decision

. The

Plan Administrator

shall notify

the Claimant

in writing

its

decision

review.

The

Plan

Administrator

shall

write

the

notification

manner

calculated to be understood by the Claimant.

The notification shall set forth:

(i)

The specific reasons for the denial;

(ii)

A reference

the

specific

provisions

of the

Plan

on which

the

denial

based;

(iii)

statement

that

the

Claimant

entitled

receive,

upon

request

and

free of

charge,

reasonable

access

to,

and copies

of,

all documents,

records

and

other

information relevant (as defined

in applicable ERISA regulations)

to the Claimant's claim

for benefits; and

(iv)

statement

the

Claimant's

right

bring

civil

action

under

ERISA

Section 502(a).

13.3

Calculation of Time Periods

. For purposes of the

time periods specified in this Article,

the period

of time

during which

a benefit

determination

is required

to be

made begins

at the

time a

claim

filed

accordance

with

the

Plan

procedures

without

regard

whether

all

the

information

necessary to

make a

decision accompanies

the claim.

If a

period of

time is

extended due

to a

Claimant's

failure

submit

all

information

necessary,

the

period

for

making

the

determination

shall

tolled

from the date the notification is sent to the Claimant

until the date the Claimant responds.

13.4

Exhaustion of Remedies

A Claimant must follow the

claims review procedures under

this Plan and exhaust his or her administrative

remedies before taking any further action with respect

to a claim for benefits.

13.5

Failure of Plan

to Follow Procedures

. If

the Plan fails

to establish or

follow the claims

procedures required by this Article, a Claimant

shall be deemed to have exhausted

the administrative

remedies available

under the

Plan and

shall be

entitled to

immediately pursue

any available

remedy

under

ERISA

Section

502(a)

the

basis

that

the

Plan

has

failed

provide

reasonable

claims

procedure that would yield

a decision on the

merits of the claim.

The Claimant may

request a written

explanation of the violation from the Plan, and the Plan must provide such explanation within ten (10)

days,

including

specific

description

its

bases,

any,

for

asserting

that

the

violation

should

not

cause the administrative

remedies to be deemed

exhausted. If a

court rejects the

Claimant’s request

for immediate

review on

the basis

that the

Plan met

the standards

for the

exception, the

claim shall

considered

re-filed

appeal

upon

the

Plan’s

receipt

the

decision

the

court.

Within

reasonable time after the receipt of the decision, the Plan shall provide the claimant with notice of the

resubmission.

ARTICLE 14

THE TRUST

14.1

Establishment of Trust

. The Company may establish a grantor trust (the

“

Trust

”), of

which the Company is the grantor,

within the meaning of subpart E, part I, subchapter J,

subtitle A of

the Code, to pay benefits under this Plan. To

the extent such benefits are not paid from the Trust,

the

benefits shall

be paid

from the

general

assets of

the Company.

The Trust

(if any)

shall be

a grantor

trust

similar

the

terms

the

model

trust

described

IRS

Revenue

Procedure

92-64,

I.R.B.

1992-33, as same

may be amended

or modified from

time to time.

If the Company

establishes a Trust,

the

assets

the

Trust

will

subject

the

claims

the

Company’s

creditors

the

event

its

insolvency. Except

as may otherwise be provided under the Trust, the Company shall not be obligated

to set

aside, earmark,

or escrow

any funds

or other

assets to

satisfy its

obligations under

this Plan,

and a Participant and/or his or her

designated Beneficiaries shall not have any property interest in any

specific assets of

the Company other

than the unsecured

right to receive

payments from the

Company,

as provided in this Plan.

14.2

Interrelationship of the Plan and the Trust

. The provisions of this Plan shall govern

the rights of a Participant

to receive distributions pursuant

to this Plan. The provisions

of the Trust

(if

established)

shall

govern

the rights

of a

Participant

and the

creditors

of the

Company

to the

assets

transferred to the Trust. The Company and each Participant shall at all times

remain liable to carry out

its obligations under this

Plan. The Company’s

obligations under this Plan

may be satisfied with

Trust

assets distributed pursuant to the terms of the

Trust.

14.3

Contribution to the Trust

. Amounts may be contributed by the Company to the Trust

at the sole discretion of the Company.

ARTICLE 15

MISCELLANEOUS

15.1

Validity

. In case any provision of this

Plan shall be illegal or invalid for any reason,

said

illegality or invalidity

shall not affect

the remaining parts

hereof,

but this Plan

shall be construed

and

enforced as if such illegal or invalid

provision had never been inserted

herein.

15.2

Nonassignability

. Neither

a Participant

nor any

other

person

shall

have

any

right

commute,

sell,

assign,

transfer,

pledge,

anticipate,

mortgage,

otherwise

encumber,

transfer,

hypothecate, alienate, or convey in advance of

actual receipt, the amounts, if

any, payable hereunder,

or any part

hereof,

which are, and

all rights to

which are expressly

declared to be,

unassignable and

non-transferable. No part of the amounts

payable shall, prior to actual payment,

be subject to seizure,

attachment,

garnishment

sequestration

for

the

payment

any

debts,

judgments,

alimony,

separate maintenance owed

by a Participant

or any other person,

be transferable by

operation of law

in the event of

a Participant’s

or any other

person’s bankruptcy

or insolvency,

or be transferable

to a

spouse as a result

of a property

settlement or otherwise.

If any Participant,

Beneficiary,

or successor

in interest

is adjudicated

bankrupt or

purports to

commute, sell,

assign, transfer,

pledge, anticipate,

mortgage

otherwise

encumber

transfer,

hypothecate,

alienate,

convey

advance

actual

receipt,

the

amount,

any,

payable

hereunder,

any

part

thereof,

the

Plan

Administrator,

its

discretion, may cancel such distribution

or payment (or any part

thereof) to or for the benefit of such

Participant, Beneficiary,

or successor in interest in such manner as the Plan Administrator shall direct.

15.3

Not

Contract

Employment

The

terms

and

conditions

this

Plan

shall

not

deemed to constitute a contract of employment between the Company and any Participant. Nothing in

this Plan shall be

deemed to give

a Participant

the right to be

retained in the

service of the Company

as an Employee

or otherwise, or

to interfere with

the right of

the Company

to discipline

or discharge

the Participant at any time.

15.4

Governing Law

. The

Plan shall be

administered, construed and governed

in all respects

under and by the laws of the State of Mississippi, without reference to the principles of conflicts of law

(except and to the extent preempted by

applicable federal law).

15.5

Notice

Any

notice,

consent

demand

required

permitted

given

under

the

provisions of this Plan shall

be in writing and shall

be signed by the party

giving or making the

same.

If such

notice, consent

or demand

is mailed,

it shall

be sent

by United

States certified

mail, postage

prepaid, addressed

to the

addressee’s

last known

address as

shown on

the records

of the

Company.

The date

such mailing

shall

deemed

the

date

of notice

consent

or demand.

Any

person

may

change

the

address

which

notice

sent

giving

notice

the

change

address

the

manner aforesaid.

15.6

Coordination

with

Other

Benefits

The

benefits

provided

for

Participant

Participant’s

Beneficiary

under

this

Plan

are

addition

any

other

benefits

available

such

Participant under any

other plan or

program for employees of

the Company. This Plan shall

supplement

and shall not

supersede, modify,

or amend any

other such plan

or program except

as may otherwise

be expressly provided herein.

15.7

Unclaimed Benefits

. In the case of

a benefit payable

on behalf of a

Participant, if the

Plan Administrator is unable to

locate such Participant or his or

her Beneficiary after reasonable efforts

have been

undertaken

by the

Plan Administrator

to locate

such party(ies),

such Plan

benefit may

forfeited to the Company upon the Plan Administrator’s determination. Notwithstanding the foregoing,

if,

subsequent

any

such

forfeiture,

the

Participant

Beneficiary

whom

such

Plan

benefit

payable makes a valid claim for such Plan benefit, such forfeited Plan benefit

shall be paid by the Plan

Administrator to the Participant

or Beneficiary,

without interest from the date it would have otherwise

been paid.

15.8

Classification

Retirement

Payments

termination

employment

after

attainment

age

sixty-two

(62)

shall

considered

retirement,

and

payments

from

the

Plan

subsequent

termination

employment

after

age

sixty-two

(62)

shall

considered

retirement payments.

IN WITNESS WHEREOF,

the Company adopts this Plan as of the

Effective Date written above.

CAL-MAINE FOODS,

INC.:

By:

Title:

Printed Name:

Cal-Maine Foods (CALM) 8-KEntry into a Material Definitive Agreement