Cal-Maine Foods 8K Names Todd Walters Chief Operating Officer | CALM 27 Mar 23

Exhibit 10.1

CAL-MAINE FOODS, INC.

SUPPLEMENTAL EXECUTIVE

RETIREMENT PLAN

RECITALS

This

Supplemental

Executive

Retirement

Plan

(the

“Plan”)

adopted

Cal-Maine

Foods,

Inc.

(the

“Company”),

Delaware

corporation,

for

the

benefit

select

group

the

Company’s

management

highly

compensated

employees.

The

purpose

the

Plan

provide

Participants,

who

are

largely

responsible

for

the

Company’s

success, the

opportunity

to receive

supplemental

executive

retirement benefits,

thereby

increasing the

incentive of such key employees to remain in the employ of the Company.

The Plan

is an

unfunded nonqualified

deferred compensation

plan maintained

primarily for

the purpose

providing deferred compensation for a select group of management or highly-compensated

Employees, and as such,

intended

exempt

from

the

provisions

Parts

and

Title

the

Employee

Retirement

Income

Security Act of 1974

(“ERISA”) by operation of

Sections 201(2), 301(a)(3) and

401(a)(1) thereof. The Plan

will be

administered, operated and construed in accordance with this intention.

The

Plan

intended

comply

form

and

operation

with

all

applicable

law,

including,

the

extent

applicable, the

requirements of U.S.

Internal Revenue

Code Section

409A (“Section 409A”)

and will

be administered,

operated and construed in accordance with this intention.

Accordingly, the Plan is adopted,

effective as of March 1, 2023.

ARTICLE 1

DEFINITIONS

This

Article

provides

definitions

terms

used

throughout

this

Plan,

and

whenever

used

herein

capitalized form, except as otherwise expressly provided, the terms shall

be deemed to have the following meanings:

1.1

“Affiliate”

shall

mean

any

corporation,

partnership,

joint

venture,

association,

similar

organization or entity,

other than the Company,

that is a member

of a controlled group

of corporations in which

the

Company is a

member, as

defined in U.S.

Internal Revenue

Code Section

414(b) and all

other trades or

businesses

(whether or

not incorporated)

under common

control of

or with

the Company,

as defined

in U.S.

Internal Revenue

Code Section 414(c).

1.2

“Beneficiary” or “Beneficiaries”

shall mean the

person or persons,

natural or otherwise,

designated

by a Participant in accordance with the Plan to receive Plan benefits in the event of the death of the Participant.

1.3

“Beneficiary

Designation

Form”

shall mean

the form

established

from time

time by

the Plan

Administrator

that

Participant

completes,

signs,

and

returns

to the

Plan

Administrator

designate

one

Beneficiaries.

1.4

“Cause”

shall

mean

conduct

Participant

reasonably

and

good

faith

determined

the

Company to

be: (a)

gross negligence

or willful

malfeasance in

the performance

of his

or her

duties; (b)

actions or

omissions that materially harm the Company

and are undertaken or omitted knowingly or

are criminal or fraudulent

or involve material dishonesty or moral turpitude; (c) conviction

of, or entry by Participant of, a guilty or no contest

plea

any

felony

any

other

crime

involving

moral

turpitude;

(d)

material

breach

fiduciary

duty

the

Company.

1.5

“Change in Control”

shall mean and shall

include a change in

ownership of the Company, a change

in effective control of the Company,

or a change in the ownership of a substantial portion of the assets of the

Company,

within

the

meaning

Internal

Revenue

Code

Section

409A

and

described

Treasury

Regulation

§§1.409A-3(i)(5)(v),

(vi)

and

(vii);

however,

Change

Control

shall

not

deemed

have

occurred

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.

1.6

“Claimant”

shall mean

a Participant

or a

Beneficiary

who believes

that he

she is

entitled

to a

benefit under this Plan or being denied a benefit to which he or she is entitled hereunder.

1.7

“Code”

shall mean the

U.S. Internal Revenue

Code of 1986

and the Treasury

Regulations or other

authoritative guidance issued thereunder, as amended from time to time.

1.8

“Company”

shall

mean

Cal-Maine

Foods,

Inc.,

and

its

successors

and

assigns,

unless

otherwise

provided in this Plan, or any other corporation

or business organization which, with the consent of Cal-Maine

Foods,

Inc., or its successors or assigns, assumes

the Company’s obligations

under this Plan; or any Affiliate

which agrees,

with the consent of Cal-Maine Foods, Inc., or its successors or assigns, to become a party to the Plan.

1.9

“Disability”

or “Disabled”

shall be

defined as

a condition

of a

Participant whereby

he or

she has

been

deemed

totally

disabled

the

Social

Security

Administration

has

been

determined

disabled

accordance

with

long-term

disability

insurance

program

the

Company,

provided

that

the

program

covers

the

Participant and the definition of disability

applied under such program complies with

Code Section 409A.

Upon the

request of the Plan Administrator, the Participant must submit proof to the Plan Administrator of the Social Security

Administration’s or disability insurance provider’s

determination.

1.10

“Effective Date”

shall mean March 1, 2023.

1.11

“Eligibility

Date”

shall

mean

the

date

designated

the

Plan

Administrator

Participant’s

Participation Agreement at which an Eligible Employee shall become eligible to participate in the Plan.

1.12

“Eligible Employee”

shall mean for any calendar year (or applicable portion of a calendar year),

Employee who is determined by the Company, or its designee, to be eligible

to participate in the Plan, in accordance

with Section 2.1.

1.13

“Employee”

shall mean

an individual

who provides

services to

the Company

in the

capacity of

common law employee of the Company.

1.14

“ERISA”

shall mean the Employee Retirement Income Security Act of 1974, as it may

be amended

from time to time, and the regulations and guidance promulgated thereunder.

1.15

“Participant”

shall mean

an Eligible

Employee of

the Company

who is

designated

as eligible

participate

this

Plan

and

who

completes the

requirements

participation

accordance

with

the

provisions

Article 2

1.16

“Participation

Agreement”

shall

mean

the

agreement

between

the

Eligible

Employee

and

the

Company in which the Eligible Employee agrees to participate in the Plan.

1.17

“Plan”

shall

mean

this

Supplemental

Executive

Retirement

Plan,

evidenced

this

written

agreement, Participation Agreements, and

any other forms

required by the Plan

Administrator or Code Section

409A,

as may be

amended from time

to time. For purposes

of applying Code Section

409A requirements, the benefit

of each

Participant under this Plan is a non-account balance plan under Treasury Regulation §1.409A

-1(c)(2)(i)(C).

1.18

“Plan Administrator”

shall mean the Company or such committee or person as the Company shall

appoint to act in accordance with Article 5.

No Participant who is a Plan Administrator shall

participate in an action

on a matter which applies solely to that person.

1.19

“Retirement

Age

”

shall

mean

age

sixty-five

(65),

unless

otherwise

described

Participant’s

Participation Agreement.

1.20

“Retirement

Benefit”

shall mean

an amount

of five

hundred thousand

dollars ($500,000),

unless

otherwise described in a Participant’s Participation Agreement.

1.21

“Section 409A”

shall mean Code Section 409A and the Treasury Regulations or other

authoritative

guidance issued thereunder.

1.22

“Separation from

Service”

or “Separates

from

Service”

shall mean

a change

in a

Participant's

relationship with

the Company

that constitutes

a separation

from service

within the

meaning of

Section 409A

and

under Treasury

Regulation §1.409A-1(h), treating

as a Separation

from Service an

anticipated permanent reduction

in the level of bona fide services to be performed by

the Participant for the Company to twenty percent (20%) or less

the

average

level

bona

fide

services

performed

the

Participant

for

the

Company

over

the

immediately

preceding

thirty-six

(36) month

period (or

the full

period

during which

the

Participant performed

services for

the

Company if that is less than thirty-six (36) months).

1.23

“Treasury

Regulation” or

“Treasury

Regulations”

shall mean the

regulation(s) promulgated

the Internal Revenue Service for the U.S. Department of the Treasury,

as they may be amended from time to time.

1.24

“Year

of Plan Participation”

shall mean a twelve (12)

month period during which a

Participant is

employed by the Company on

a full-time basis, inclusive of

approved leaves of absence, beginning

on a Participant’s

Eligibility Date.

ARTICLE 2

SELECTION, ENROLLMENT, ELIGIBILITY

2.1

Selection.

Participation

the

Plan

shall

limited

select

group

management

highly

compensated employees of the Company,

as determined by the Company in its sole and absolute discretion.

2.2

Enrollment Requirements.

As a condition

of participation, each

selected Eligible Employee

shall

complete, execute, and

return to the

Plan Administrator a

Participation Agreement and

Beneficiary Designation Form

within the

time specified

by the

Plan Administrator.

In addition,

the Plan

Administrator shall

establish such

other

enrollment requirements as it determines necessary or advisable.

2.3

Re-employment.

The re-employment of a former Participant by the Company shall not

entitle such

individual to

resume participation

hereunder.

Such individual

shall not

become a

Participant until

the individual

again designated as

an Eligible Employee

as defined under

the terms of

the Plan. If

a Participant who has

experienced

a Separation

from Service

is receiving

installment distributions

under the

terms of

this Plan

and is

re-employed by

the Company, distributions due to the Participant

shall not be suspended.

2.4

Termination

of Participation.

If the Plan Administrator determines in good faith that a Participant

no longer qualifies as a member of a select group of management or highly compensated employees, as membership

such

group

determined

accordance

with

Section

201(2),

301(a)(3)

and

401(a)(1)

ERISA,

the

Plan

Administrator shall have the

right, in its sole

discretion, to cease further

benefit accruals hereunder

on behalf of the

Participant.

ARTICLE 3

VESTING AND DISTRIBUTION OF BENEFITS

3.1

Vesting.

Unless

otherwise

described

Participant’s

Participation

Agreement,

Participant

becomes vested in the Retirement Benefit based on the following schedule:

Complete Years

of Plan Participation

Percent Vested

Less than 1

1 but less than 2

20%

2 but less than 3

40%

3 but less than 4

60%

4 but less than 5

80%

5 or more

100%

3.2

Acceleration

Vesting.

Notwithstanding

the

foregoing

vesting

schedule,

Participant

becomes

one hundred percent (100%) vested

in the Retirement Benefit upon

the earliest of the

following events to occur while

employed by the Company: (a) Disability,

(b) a Change in Control, or (c) attainment of Retirement Age.

3.3

Payments in General.

A Participant (or, in the

event of the

death of the Participant,

the Participant’s

Beneficiary) shall be

entitled to a

benefit as of

the earliest payment

event to occur

under Article 3.

All payments made

under the Plan shall be made in cash from the Company’s general assets.

3.4

Separation from Service.

(a)

Prior to Retirement Age.

In the event a Participant

Separates from Service (other than

for

Cause or death)

prior to Retirement

Age, the Participant shall

be paid the

vested percentage of

the Retirement

Benefit, calculated as

of the

date of

Separation from Service,

over ten

(10) years

in equal,

annual installments.

(For example: vested

percentage * $500,000

/ 10.) The

first installment shall

be paid on

the first day

of the

sixth month

following Retirement

Age, with

subsequent installments

paid thereafter

on the

anniversary of

the first installment.

(b)

On or After Retirement Age.

In the event a Participant Separates from Service (other than

for Cause or death) on or after Retirement Age, the Participant shall be paid the Retirement Benefit over ten

(10)

years

equal,

annual

installments.

(For

example:

$500,000

$50,000

per

year.)

The

first

installment shall

be paid

on the

first day

of the

sixth month

following the

date of

Separation from

Service,

with subsequent installments paid thereafter on the anniversary of the first installment.

3.5

Disability.

the

event

Participant

becomes

Disabled

while

employed

the

Company,

the

Participant shall be paid

the Retirement Benefit over

ten (10) years

in equal, annual

installments. The first installment

shall be paid on the first day of the second month following the date of Disability,

with subsequent installments paid

thereafter on the anniversary of the first installment.

3.6

Change

Control.

the

event

the

Company’s

Change

Control

while

Participant

employed by the Company,

the Participant shall be paid

the Retirement Benefit over

ten (10) years in equal,

annual

installments. The first installment shall be paid on the

first day of the second month following the

date of the Change

in Control, with subsequent installments paid thereafter on the anniversary of the first installment.

3.7

Death.

(a)

While Employed.

In the event of a Participant’s death while employed by the Company, no

benefit

due

from

this

Plan.

the

intent

the

Company

pay

pre-retirement

death

benefit

the

Participant’s Beneficiary pursuant to a separate endorsement “split dollar”

life insurance arrangement.

(b)

During or Before Installments.

If a Participant dies

after installments have commenced

but

prior to receiving all installments owed under the

Plan, or if the Participant dies after becoming entitled

to a

benefit but dies

prior to the

commencement of installments,

the Company shall

continue to

pay any

remaining

installments

the

Participant’s

Beneficiary

the

installments

would

have

otherwise

been

paid

the

Participant.

3.8

Forfeitures.

Notwithstanding anything in

the Plan to the

contrary,

if a Participant

is terminated for

Cause, the Participant shall not be entitled to any

benefits under the terms of this Plan and his

or her participation in

this Plan

shall be

null and

void. Additionally,

a Participant

shall forfeit

any unvested

amounts at

the time

of his

her Separation from Service.

3.9

Subsequent Deferral Elections.

If approved by the Company, a Participant may delay the time of a

payment or change the form of a payment as expressly provided

under this Section and Section 409A (hereinafter,

“Subsequent Deferral

Election”). Notwithstanding

the foregoing,

a Subsequent

Deferral Election

cannot accelerate

any payment.

A Subsequent

Deferral Election

which delays

payment or

changes the

form of

payment is

permitted

only if all of the following requirements are met:

(a)

The Subsequent Deferral Election does not take effect until at

least twelve (12) months after

the date on which the Subsequent Deferral Election is made and approved

by the Plan Administrator;

(b)

If the Subsequent Deferral Election

relates to a payment based

on Separation from Service,

Change in

Control, or

at a

specified time,

the Subsequent

Deferral Election

must result

payment being

deferred for a period of not less than five (5) years from the date the first amount was scheduled to be paid;

(c)

If the Subsequent Deferral Election relates to a payment

at a specified time, the Subsequent

Deferral

Election

must

made

not

less

than

twelve

(12)

months

before

the

date

the

first

amount

was

scheduled to be paid.

For purposes of applying this Section

3.9, installment payments shall be treated

as a “single payment.” Any

election made pursuant to this Section shall be made on such election forms or 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.

3.10

Permissible Payment

Accelerations.

Except as specifically permitted herein or in other sections of

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

any

Participant),

accordance

with

the

provisions

Treasury

Regulation

§1.409A-3(j)(4)

and

any

subsequent guidance issued

by the United States

Treasury Department.

Accordingly,

payments may be accelerated,

accordance

with

the

provisions

Treasury

Regulation

§1.409A-3(j)(4)

the

following

circumstances:

(a)

limited

cashouts

(but not

in excess

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

comply with the requirements of Section 409A).

3.11

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

made

result

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

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.

3.12

Unsecured General Creditor Status of Participant.

(a)

Payment to any Participant

or Beneficiary hereunder shall

be made from assets which

shall

continue, for all purposes, to be part of the legally available assets of the Company and no person shall have

any interest in

any such asset

by virtue of

any provision of

this Plan. The

Company’s

obligation hereunder

shall

unfunded

and

unsecured

promise

pay

money

the

future.

the

extent

that

any

person

acquires a right

to receive payments

from the

Company under

the provisions hereof,

such right

shall be no

greater than

the right

of any

unsecured general

creditor of

the Company

and no

such person

shall have

acquire any legal or equitable right, interest, or claim in or to any property or assets of the Company.

(b)

In the event that the

Company purchases an insurance policy

or policies insuring the life

a Participant or employee, to allow the Company to recover

or meet the cost of providing benefits, in whole

in part,

hereunder,

no Participant

or Beneficiary

shall

have

any rights

whatsoever

said policy

the

proceeds therefrom. The Company shall be

the primary owner and beneficiary of

any such insurance policy

or property and shall possess

and may exercise all incidents

of ownership therein. 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.

(c)

the

event

that

the

Company

purchases

insurance

policy

policies

the

life

Participant as provided

for above, then

all of such

policies shall

be subject to

the claims of

the creditors

the Company.

(d)

If the

Company chooses

to obtain

insurance on

the life

of a

Participant in

connection with

its

obligations

under

this

Plan,

the

Participant

shall

take

such

physical

examinations

and

truthfully

and

completely

supply

such

information

may

required

the

Company

the

insurance

company

designated by the Company.

ARTICLE 4

BENEFICIARY DESIGNATION

4.1

Designation of Beneficiaries.

(a)

Each Participant may

designate any person

or persons (who

may be named contingently

successively) to 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

by filing

a new

Beneficiary Designation

Form. Each

designation will revoke all prior designations by the same

Participant, shall be in the form prescribed by the

Plan

Administrator,

and

shall

effective

only

when

filed

with

the

Plan

Administrator

during

the

Participant’s lifetime.

(b)

In the

absence of

a valid

Beneficiary designation,

or if,

at the

time any

benefit payment

due to a Beneficiary, there is no living

Beneficiary validly named by the Participant, the Company shall pay

the

benefit

payment

the

Participant’s

spouse,

then

living,

and

the

spouse

not

then

living

the

Participant’s

then

living

descendants,

any,

per

stirpes

and

there

are

living

descendants,

the

Participant’s

estate.

determining

the

existence

identity

anyone

entitled

benefit

payment,

the

Company

may

rely

conclusively

upon

information

supplied

the

Participant’s

personal

representative,

executor, or administrator.

(c)

A Participant’s

designation of

a Beneficiary

will not

be revoked

or changed

automatically

by any

future marriage or

divorce. Should

the Participant

wish to 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

Beneficiary

Designation Form with the Plan Administrator.

(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

the

Participant’s

estate

without

liability

for

any

tax

other

consequences, or may take any other action which the Company deems to be appropriate.

4.2

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 on the Participant or Beneficiary for all

purposes

the

Plan.

The

Company

shall

not

obliged

for

any

Participant

Beneficiary

beyond

the

sending of a registered letter to such last known address.

4.3

Facility of Payment.

If the Plan Administrator determines in its discretion that a benefit is to be

paid to a minor, to a person legally declared incompetent, or to a person legally deemed incapable

of handling the

disposition of 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

or incapable person. The

Plan Administrator may require proof of 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, as the case may be, and shall be a complete discharge

of any liability under the Plan for such

distribution amount.

ARTICLE 5

PLAN ADMINISTRATION

5.1

Plan

Administrator

Duties.

The

Plan

Administrator

shall

responsible

for

the

management,

operation, and administration of the Plan. When making a determination or calculation, the Plan Administrator

shall

be entitled

to rely on

information furnished

by the Company,

Participant, or Beneficiary.

No provision

of this Plan

shall be construed as imposing on

the Plan Administrator any fiduciary duty

under ERISA or other law,

or any duty

similar to any fiduciary duty under ERISA or other law.

5.2

Plan Administrator Authority.

The Plan Administrator shall

enforce this Plan in

accordance with

its

terms,

shall

charged

with

the

general

administration

this

Plan,

and

shall

have

all

powers

necessary

accomplish its purposes, including, but not by way of limitation, the following:

(a)

construe

and

interpret

the

terms

and

provisions

this

Plan

and

reconcile

any

inconsistency, in its sole and absolute discretion;

(b)

compute and

certify the amount

payable to

the Participant

and his

or her

Beneficiaries;

determine

the

time

and

manner

which

such

benefits

are

paid;

and

determine

the

amount

any

withholding taxes to be deducted;

(c)

To maintain all records that may be necessary for

the administration of this Plan;

(d)

To provide for the disclosure of all information

and the filing or provision of all reports and

statements to the Participant, Beneficiaries, and governmental agencies as shall be required by law;

(e)

make

and

publish

such

rules

for

the

regulation

this

Plan

and

procedures

for

the

administration of this Plan so long as such rules or procedures are not inconsistent with the terms hereof;

(f)

To administer this Plan’s

claims procedures;

(g)

To approve the forms and procedures for

use under this Plan; and

(h)

To employ such persons or organizations,

including without limitation, actuaries, attorneys,

accountants,

independent

fiduciaries,

recordkeepers

and

administrative

consultants,

render

advice

perform services with respect to the responsibilities of the Plan Administrator under the Plan.

5.3

Binding Effect

of Decision.

The decision

or action

of the

Plan Administrator

with respect

to any

question arising

out of or

in connection with

the administration,

interpretation, and

application of

this Plan

and the

rules and regulations

promulgated hereunder shall

be final and

conclusive and binding

upon all persons

having any

interest in this Plan.

5.4

Compensation

and

Expenses.

The

Plan

Administrator

shall

serve

without

compensation

for

services rendered

hereunder.

The Plan

Administrator is

authorized at

the expense

of the

Company to

employ such

legal counsel and/or Plan recordkeeper as it may deem advisable to assist in the performance of its duties hereunder.

Expense and fees in connection with the administration of this Plan shall be paid by the Company.

5.5

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 as to

comply

with all applicable provisions of Section 409A

and the regulations and guidance promulgated thereunder, or

exception

exclusion

therefrom

avoid

the

imposition

any

accelerated

additional

taxes.

Any

defined terms

shall be

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 Participant is

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

distributions

under

the

Plan,

but

only

the

extent

required

order to

avoid

taxation

of, or

interest penalties

on,

the Participant

under

Section

409A.

These

rules shall also be deemed modified

or supplemented by such other rules

as may be necessary,

from time to

time, to comply with Section 409A.

ARTICLE 6

PLAN AMENDMENT

6.1

Right to Amend.

Subject to Section 409A,

the Company shall have

the right to amend

the Plan, at

any time and with respect to any provisions hereof,

and all parties hereto or claiming any interest hereunder shall

bound by 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.

6.2

Amendments Required

By Law.

Notwithstanding the

provisions of

Section 6.1,

the Plan

may be

amended by the

Company at any

time, retroactively if

required, if found

necessary,

in the opinion of

the Company,

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).

No such

amendment shall

be considered

prejudicial to any interest of a Participant or a Beneficiary hereunder.

ARTICLE 7

PLAN TERMINATION

7.1

Plan

Suspension

Termination

General.

Although

the

Company

anticipates

that

will

continue the Plan for an indefinite period of time, there is no guarantee it will

do so. The Company reserves the right

to terminate or suspend the operation of the Plan for a fixed or indeterminate period of time, in its sole discretion. In

the

event

the

Plan

suspended

terminated,

Participant

shall

due

benefit

the

extent

the

Participant

vested,

and

such

vested

benefit

shall

calculated

the

date

this

Plan

suspended

terminated.

Except

provided in Section 7.2,

the suspension or termination

of this Plan shall

not cause a distribution

of benefits. Rather,

after such

suspension or

termination, benefit

distributions will

be made

at the

earliest distribution

event permitted

under Article 3.

7.2

Plan Termination and Liquidation under

Section 409A.

Notwithstanding anything to

the contrary

in Section 7.1, 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

Company may

distribute a

benefit, calculated

as of

the date

the Plan

is terminated,

to all

Participants subject to the terms below:

(a)

Upon the

Company’s termination of

this and

all other

arrangements that

would be

aggregated

with

this

Plan,

pursuant

Treasury

Regulation

§1.409A-1(c),

the

Participant

participated

such

arrangements

(“Similar

Arrangements”),

provided

that:

(i)

the

termination

does

not

occur

proximate

downturn in

the financial

health of

the Company;

(ii) all

termination distributions

are made

no earlier

than

twelve

(12)

months

and

later

than

twenty-four

(24)

months

following

such

termination;

and

(iii)

the

Company does not adopt any new arrangement

that would be a Similar Arrangement for

a minimum of 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,

with

approval

bankruptcy

court, provided

that

the

amounts

deferred

under

the

Plan are

included

a 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

longer

subject

substantial

risk

forfeiture;

(iii)

the

first

calendar

year

which

the

payment is administratively practicable; or

(c)

Within

thirty (30)

days before,

or twelve

(12) months

after a

Change in

Control, provided

that all distributions

are made no

later than twelve

(12) months

following such

termination of the

Plan and

further provided that all the Company’s

Similar Arrangements are terminated and all

participants in Similar

Arrangements

are

required

receive

all

amounts

compensation

deferred

under

the

terminated

arrangements within twelve (12) months of the termination of the Plan.

ARTICLE 8

CLAIMS PROCEDURE

8.1

Claims Procedure.

This Article

is based

on Department

of Labor

Regulation §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 to

the Plan Administrator.

The Plan Administrator will,

upon written request of

a Claimant,

make

available

copies

all

forms

and

instructions

necessary

file

claim

for

benefits

advise

the

Claimant where such forms and instructions may be obtained. If the claim relates to Disability benefits, then

the

Plan

Administrator

shall

designate

sub-committee

conduct

the

initial

review

the

claim

(and

applicable references below to the Plan Administrator shall mean such sub-committee).

(b)

Timing

Company

Response.

The

Plan

Administrator

shall

respond

such

Claimant

within

ninety

(90)

days

after

receiving

the

claim.

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. In the event that

the claim for benefits pertains

Disability, the

Plan Administrator shall provide written response

within forty-five (45) days, but can

extend

this response

period by

an additional

thirty (30)

days, if

necessary,

due to

circumstances beyond

the Plan

Administrator’s

control.

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 in a manner calculated to be understood by the Claimant. The notification shall set forth:

(i)

The specific reasons for the denial;

(ii)

A reference to the specific provisions of the Plan on which the denial is 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)

An explanation

of 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.

8.2

Review Procedure.

If the

Plan

Administrator

denies

the

claim, in

whole

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

written

request for review.

(b)

Review

Disability

Benefit

Claim.

the

Claimant’s

initial

claim

for

Disability

benefits, any

review of

a denied

claim shall

be made

by members

of the

Plan Administrator

other than

the

original decision maker(s) and such person(s) shall not be a subordinate of the original decision maker(s).

(c)

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

applicable

ERISA

regulations) to the Claimant’s claim for benefits.

(d)

Considerations on Review.

In considering

the review, the Plan

Administrator shall

take into

account all

comments, documents,

records and

other information

submitted by

the Claimant

relating to

the

claim,

without

regard

whether

such

information

was

submitted

considered

the

initial

benefit

determination. Additional considerations

shall be required in the

case of a claim for

Disability benefits. For

example, the

claim will

be reviewed

without deference

to the

initial adverse

benefits determination

and, if

the

initial

adverse

benefit

determination

was

based

whole

part

medical

judgment,

the

Plan

Administrator

will consult

with

a health

care professional

with

appropriate

training

and experience

the

field of medicine

involving the medical

judgment. The health

care professional who

is consulted on

appeal

will not be the same

individual who was consulted during the

initial determination or the subordinate of

such

individual. If

the Plan

Administrator obtained

the advice

of medical

or vocational experts

in making

the initial

adverse benefits

determination (regardless

of whether

the advice

was relied

upon), the

Plan Administrator

will identify such experts.

(e)

Timing

Company Response.

The

Plan Administrator

shall respond

in writing

to such

Claimant within sixty (60)

days after receiving the

request for review.

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 sixty (60) days by

notifying the Claimant in writing, prior to the end of

the

initial

60-day

period

that

additional

period

required.

The

notice

extension

must

set

forth

the

special circumstances and the date by which the Plan Administrator expects to render its decision.

(f)

Notice

Decision.

The

Plan

Administrator

shall

notify

the

Claimant

writing

its

decision

review.

The

Plan

Administrator

shall

write

the

notification

manner

calculated

understood by the Claimant. The notification shall set forth:

(i)

The specific reasons for the denial;

(ii)

A reference to the specific provisions of the Plan on which the denial is based;

(iii)

A statement that the Claimant is

entitled to 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).

8.3

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 is filed

in accordance

with the Plan procedures

without regard to 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 to submit

all information necessary,

the period for

making

the

determination

shall

tolled

from

the

date

the

notification

sent

the

Claimant

until

the

date

the

Claimant responds.

8.4

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.

8.5

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) on the basis

that the

Plan has

failed to

provide

a 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

a specific description

of its bases, if

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 be considered

as re-

filed on appeal upon

the Plan’s

receipt of the decision

of the court. Within

a reasonable time after

the receipt of the

decision, the Plan shall provide the claimant with notice of the resubmission.

8.6

Arbitration.

If a

Claimant continues

to dispute

the benefit

denial based

upon completed

performance

of the Plan or the meaning and effect of the terms

and conditions thereof, then the Claimant must submit the dispute

to an

arbitrator for

final arbitration.

The arbitrator

shall be

selected by

mutual agreement

of the

Company and

the

Claimant. The arbitrator shall

operate under any generally

recognized set of arbitration

rules. The parties

hereto agree

that

they

and

their

heirs,

personal

representatives,

successors

and

assigns

shall

bound

the

decision

such

arbitrator with respect to any controversy properly submitted to it for determination. Where a dispute arises as to the

Company’s

discharge

Participant

for

Cause,

such

dispute

shall

likewise

submitted

arbitration

above

described and the parties hereto agree to be bound by the decision thereunder.

ARTICLE 9

MISCELLANEOUS

9.1

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.

9.2

Nonassignability.

Neither

any

Participant

nor

any

other

person

shall have

any

right

commute,

sell, assign, transfer, pledge, anticipate,

mortgage, or 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

which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall,

prior to

actual

payment,

subject

seizure,

attachment,

garnishment,

sequestration

for

the

payment

any

debts,

judgments, alimony, or 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 or otherwise encumber transfer,

hypothecate,

alienate,

convey

advance

actual

receipt,

the

amount,

any,

payable

hereunder,

any

part

thereof, the Plan Administrator,

in its discretion, may cancel such distribution

or payment (or any part thereof) to

for the benefit

of such Participant,

Beneficiary, or successor in interest

in such manner

as the Plan

Administrator shall

direct.

9.3

Not

Contract

Employment.

The

terms

and

conditions

this

Plan

shall

not

deemed

constitute a contract of employment between the Company and the 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.

9.4

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).

9.5

Notice

Any notice or filing required or permitted under

this Plan shall be sufficient if in writing and

hand delivered, or sent

by registered or certified

mail or overnight delivery

service to the Company’s

address. Such

notice shall be deemed given

as of the date of

delivery or, if

delivery is made by mail,

or overnight delivery service

as of the date

shown on the postmark

on the receipt for

registration or certification.

Any notice or filing

required or

permitted to be

given to a

Participant under this

Plan shall be

sufficient if in

writing and hand-delivered,

or sent by

mail or overnight delivery service, to the last known address of Participant.

9.6

Coordination

with

Other

Benefits.

The

benefits

provided

for

Participant

Participant’s

Beneficiary under this Plan are in addition to any other benefits available to 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.

9.7

Income Tax Withholding.

The Company may make such provisions and take such action as it may

deem

necessary

appropriate

for

the

withholding

any

taxes

which

the

Company

required

any

law

regulation of any governmental authority, whether federal, state,

or local, to withhold

in connection with any

benefits

under the

Plan, including,

but not

limited to,

the withholding

of appropriate

sums from

any amounts

otherwise payable

to the Participant

(or his or

her Beneficiary). Each

Participant, however,

shall be responsible

for the payment

of all

individual tax liabilities relating to any such benefits.

9.8

Unclaimed

Benefits.

the

case

benefit

payable

behalf

Participant,

the

Plan

Administrator is

unable to

locate the

Participant or

Beneficiary to

whom such

benefit is

payable, such

Plan benefit

may be

forfeited to

the Company

upon the

Plan Administrator’s

determination. Notwithstanding

the foregoing,

if,

subsequent to any such forfeiture, the Participant or Beneficiary to whom such Plan benefit is 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 earnings, from the

date it would have otherwise been paid.

The Company executes this Plan as of the date first written above.

Cal-Maine Foods (CALM) 8-KCal-maine Foods, Inc. Names Todd Walters Chief Operating Officer