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

Exhibit 10.2

CAL-MAINE FOODS, INC.

SPLIT DOLLAR LIFE INSURANCE PLAN

Economic Benefit Regime – Endorsement Method

THIS

SPLIT

DOLLAR

LIFE

INSURANCE

PLAN

(the

“Plan”)

established

Cal-Maine

Foods,

Inc.

(the “Company”) as of March 1, 2023.

The

purpose

this

Plan

attract,

retain,

and

motivate

certain

highly

compensated

management

employees of

the Company

by assisting

them in

purchasing life

insurance on

his or

her life

that provides

a death

benefit

the

employee’s

Beneficiary.

The

Company

has

determined

that

this

assistance

can

best

provided

under a "split-dollar" arrangement

as defined in IRS

Treasury Regulation §§1.61-22(b)(1)&(2).

The Company will

pay the life insurance premiums due under this Plan from its general assets.

ARTICLE 1

“Definitions”

1.1

“Beneficiary”

“Beneficiaries”

shall

mean

the

person(s),

trust(s)

the

estate

deceased

Participant, entitled to benefits, if any, upon

the death of the Participant.

1.2

“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

Beneficiaries.

1.3

“Code”

shall mean the U.S. Internal Revenue Code of 1986, as amended.

1.4

“Eligible

Employee”

shall

mean

active

employee

the

Company

who

the

Company

has

deemed eligible to participate in this Plan.

1.5

“Insurer”

shall

mean

the

insurance

company

issuing

the

Policy

the

life

Participant,

described on the Participation Agreement.

1.6

“Participant”

shall mean an Eligible

Employee of the Company:

(i) who is selected

to participate

in the Plan; (ii) who elects

to participate in the Plan; and

(iii) who completes the requirements of

Plan participation

listed in Article 2.

1.7

“Participation

Agreement”

shall

mean

the

form

required

the

Plan

Administrator

Eligible Employee to indicate acceptance of participation in this Plan.

1.8

“Plan Administrator”

shall mean the Company or its designee.

1.9

“Policy”

shall mean the

individual life insurance

policy maintained by

the Company for

purposes

of insuring a Participant’s life under this Plan, as further described in

a Participant’s Participation Agreement.

ARTICLE 2

“Participation”

2.1

Selection

Plan

Administrator.

Participation

the

Plan

shall

limited

those

Eligible

Employees of the Company selected by the Company in its sole discretion.

2.2

Enrollment

Requirements.

condition

participation

the

Plan,

each

selected

Eligible

Employee

shall

complete,

execute,

and

return

the

Plan

Administrator

Participation

Agreement

and

Beneficiary

Designation

Form

within

the

time

specified

the

Plan

Administrator

accordance

with

the

terms

and

conditions

the

Plan.

The

Plan

Administrator

shall

establish

such

other

enrollment

requirements

determines necessary or advisable.

2.3

Eligibility;

Commencement

Participation.

Provided

Eligible

Employee

has

met

all

enrollment

requirements

set

forth

this

Plan

and/or

required

the

Plan

Administrator,

and

provided

that

the

Policy or Policies

on such Eligible

Employee have been

issued by the

Insurer, the

Eligible Employee will

become

a Participant and thereby will

be covered by this Plan

and eligible to receive benefits

at the time and in

the manner

provided herein. A Participant’s participation is limited to

only issued Policies where the Participant is the insured.

ARTICLE

"Purchase of Policy"

3.1

The Company

and all

Participants hereto

have taken

or will

take all

necessary action

to cause

the

Insurer to issue the Policies, and shall take any

further action which may be necessary to cause a

Policy to conform

to the provisions of

this Plan. The parties hereto

agree that the Policies

shall be subject to

the terms and conditions

of this Plan and of the endorsements to the Policies filed with the Insurer.

ARTICLE 4

"Policy Title and Ownership"

4.1

Title

and

ownership

Policy

shall

reside

the

Company

for

its

use

and

for

the

use

the

Participants,

all

accordance

with

this

Plan. The

Company

alone

may,

the

extent

its

interest,

exercise

the

right to borrow or

withdraw on the Policy

cash value. Where the

Company and a

Participant (or assignee,

with the

consent

the Participant)

mutually

agree to

exercise

the

right to

increase the

coverage

under the

subject

Policy

then,

such

event,

the

rights,

duties

and

benefits

the

parties

such

increased

coverage

shall

continue

subject to the terms of this Plan.

ARTICLE 5

“Beneficiary”

5.1

Beneficiary

Designation.

A Participant

shall have

the right

and power

to designate

a Beneficiary

or Beneficiaries to

receive the Participant’s

share of the

proceeds payable upon

the death of the

Participant, and to

elect and change

a payment option

for such Beneficiary,

subject to any

right or interest

the Company may

have in

such

proceeds,

provided

this

Plan.

Participant

shall

have

the

right

name

such

Beneficiary

any

time

prior to

the Participant’s

death and

submit it to

the Plan Administrator

(or Plan

Administrator’s representative)

the written form provided.

5.2

Beneficiary

Acknowledgement.

Once received

and

acknowledged

by the

Plan Administrator,

the

form shall be

effective. A Participant

may change a

Beneficiary designation at

any time by

submitting a new

form

to the Plan

Administrator.

Any such change

shall follow the

same rules as

for the original

Beneficiary designation

and

shall

automatically

supersede

the

existing

Beneficiary

form

file

with

the

Plan

Administrator.

Upon

the

acceptance

the

Plan

Administrator

new

Beneficiary

designation

form,

all

previously

filed

Beneficiary

designation

forms

shall

cancelled.

The

Company

shall

entitled

rely

the

last

Beneficiary

designation

form filed by a Participant and accepted by the Plan Administrator prior to the Participant’s

death.

5.3

No Beneficiary Designation. If a Participant

dies without a valid Beneficiary Designation

Form on

file, or if

all designated Beneficiaries

predecease a Participant

then the Participant’s

surviving spouse

shall be the

designated Beneficiary.

If a Participant has no

surviving spouse, the benefits shall

be made payable to the

personal

representative of the Participant’s estate.

5.4

Facility

Payment.

the

Plan

Administrator

determines

its

discretion

that

benefit

paid to a

minor, to

a person legally

declared incompetent, or

to a person

legally deemed incapable

of handling the

disposition

that

person’s

property,

the

Plan

Administrator

may

direct

distribution

such

benefit

the

guardian, legal representative or person

having the care or custody of

such minor, incompetent

person or incapable

person.

The

Plan

Administrator

may

require

proof

incompetence,

minority

guardianship

may

deem

appropriate prior

to distribution

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 6

"Premium Payment and Taxable

Benefit"

6.1

Premium

Payment.

The

Company

shall

pay

amount

equal

the

planned

premiums

and

any

other premium payments

that might become

necessary to keep

a Participant’s

Policy in force

as determined by

the

Insurer.

Notwithstanding

the

forgoing,

the

Company

shall

have

the

absolute

and

sole

right

terminate

surrender the Policy.

6.2

Taxable

Benefit. The

Company shall

determine the

economic benefit

attributable to

a Participant

based

the

life

insurance

premium

factor

for

the

Participant’s

age

multiplied

the

amount

current

life

insurance protection payable

to the Participant’s

Beneficiary.

The “life insurance

premium factor” is

the minimum

amount

required

imputed

under

Treasury

Regulation

§1.61-22(d)(3)(ii)

any

subsequent

applicable

authority.

6.3

Imputed Income.

The Company

shall impute the

economic benefit to

the Participant

on an annual

basis, by adding the economic benefit to the Participant’s W-2,

or if applicable, Form 1099.

ARTICLE 7

"Ownership of the Cash Surrender Value

of the Policy"

7.1

The Company

shall at

all times

be entitled

to one hundred

percent

(100%)

of the Policy

cash

value, as

that

term

defined

the

Policy

contract,

less

any

Policy

loans

and

unpaid

interest

cash

withdrawals

previously incurred by the Company.

Such cash value shall be determined as of the date of surrender

or death as the

case may be.

ARTICLE 8

"Rights of Participants or Assignees"

8.1

A Participant may

not, without the

written consent of the

Company,

assign to any individual,

trust

other organization,

any right,

title or

interest in

the subject

Policy nor

any rights,

options, privileges

or duties

created under this Plan, other than the right to name a Beneficiary

from time

to time.

ARTICLE 9

"Limitations on Company’s Rights in Policy"

9.1

Notwithstanding any

provision hereof

to the

contrary, the

Company shall

have the

right to

sell or

surrender a Policy

without terminating this Plan,

provided: (i) the Company

replaces the Policy with

a comparable

life insurance

policy or

arrangement that

provides the

benefit provided

under this

Plan; and

(ii) the

Company and

the

Participant

(who

will

not

unreasonably

withhold

his

her

signature)

execute

new

Policy

endorsement

for

said

comparable

coverage

arrangement,

which

time

all

references

“Policy”

hereunder

shall

refer

such

replacement coverage arrangement. Without limitation, the Policy at all times

shall be the exclusive property of the

Company and shall be subject to the claims of the Company’s creditors.

ARTICLE 10

"Policy Loans"

10.1

The Company

may pledge

or assign

a Policy,

subject to

the terms

and conditions

of this

Plan, for

the sole

purpose of

securing

a loan

from the

Insurer

or from

a third

party. Interest

charges

on such

loan shall

paid by

the Company.

If the

Company so

encumbers a

Policy, other

than by

a Policy

loan from

the Insurer,

then,

upon

the

death

the

Participant,

the

Company

shall

promptly

take

all

action

necessary

secure

the

release

discharge of such encumbrance.

ARTICLE 11

"Division of Death Proceeds"

11.1

Participant’s

Benefit.

Upon

the

death

Participant

while

this

Agreement

force,

the

Participant’s Beneficiary

shall be entitled to

receive Policy death proceeds in

the amount stated in the

Participant’s

Participation

Agreement.

The

receipt

this

amount

the

Beneficiary

shall

constitute

satisfaction

the

Participant’s rights under this Agreement.

11.2

Company’s

Benefit.

Upon

the

death

the

Participant

while

this

Agreement

force,

the

Company

shall be

entitled

receive the

remainder of

the

Policy

death proceeds

not

payable under

Section

11.1

above.

11.3

Benefit Paid

by Insurer.

The benefit

payable to

a Participant’s

Beneficiary shall

be paid

solely by

the

Insurer

from

the

proceeds

the

Policy

the

life

the

Participant.

event

shall

the

Company

obligated to pay a death benefit under this Plan from its general funds. Should an Insurer refuse or be unable to

pay

death proceeds endorsed to Participant under the express terms of this Plan, or should the Company cancel a Policy

for any reason, neither a Participants nor his or her Beneficiary shall be entitled to a death benefit.

11.4

Suicide or Misstatement.

The amount of

the benefit payable

to a Participant’s

Beneficiary may

reduced

eliminated

Participant

fails

refuses

take

physical

examination,

truthfully

and

completely

supply such

information or

complete any

forms as

may be

required by

the Company

or Insurer,

or otherwise

fails

to cooperate

with the

requests of

the Company

or the

Insurer,

or if

the Participant

dies under

circumstances such

that the

Policy does

not pay

a full

death benefit

(e.g., in

the case

of suicide

within the

exclusionary period

of the

Policy); provided, however the

Company shall evaluate the

reason for the denial,

and upon advice of

legal counsel

and in its sole discretion, consider judicially challenging any denial.

ARTICLE 12

"Termination

of the Plan”

12.1

This Plan shall terminate upon the occurrence of any one of the following:

(1)

The total cessation of the business of the Company;

(2)

The bankruptcy, receivership or dissolution

of the Company;

(3)

The termination of the Insured’s employment;

(4) The Participant’s

“Disability,”

as that term is defined

in the Company’s

separate Supplemental

Executive Retirement Plan;

(5)

The

Company’s

“Change

Control,”

that

term

defined

the

Company’s

separate

Supplemental Executive Retirement Plan;

(6)

While

the

Participant

living

written

notice

thereof

either

the

Company

the

Participant to the other;

(7)

Surrender, lapse, or other termination of the Policy by the Company; or

(8)

Upon distribution of the death benefit proceeds in accordance with Article X.

Upon the termination

of this Plan,

the Company may

make such disposition

of the Policy

as it determines

to be appropriate. Participants will have no

rights in such Policies or the death

benefit proceeds thereof, if this Plan

is terminated.

ARTICLE 13

"Insurer Not a Party��

13.1

The

Insurer

shall

fully

discharged

from

its

obligations

under

Policy

payment

the

Policy’s death

benefit to

the Beneficiary

or Beneficiaries

named in

the Policy,

subject to

the terms

and conditions

of the

Policy. In

no event

shall the

Insurer be

considered a

party to

this Plan,

or any

modification or

amendment

hereof, and

none of

the provisions

herein shall

in any

way be

construed as

enlarging, changing,

varying or

in any

other

way

affecting

the

obligations

the

Insurer

expressly

provided

the

Policy,

except

insofar

the

provisions hereof are

made a part

of the Policy

by the Beneficiary

designation executed by

the Company and

filed

with the Insurer in connection herewith.

ARTICLE 14

"Administration”

14.1

Plan

Administrator.

For

purposes

the

Employee

Retirement

Income

Security

Act

1974 (“ERISA”), as amended,

the Company or its designee

will be the "Named Fiduciary"

and Plan Administrator

the

split-dollar

life

insurance

plan

for

which

this

agreement

hereby

designated

the

written

plan

instrument.

The

Named

Fiduciary

the

Plan

Administrator

may

employ

others

render

advice

with

regard

its

responsibilities

under

this

Plan.

The

Named

Fiduciary

may

also

allocate

fiduciary

responsibilities

others

and

may exercise any other powers necessary for the discharge of its duties to the extent not in conflict with ERISA.

14.2

Plan Administrator

Duties. The

Plan Administrator

shall

have

the

discretion

and

authority

to:

(i)

make, amend, interpret and enforce all

appropriate rules and regulations for the

administration of this Plan; and (ii)

decide or resolve

any and all

questions, including

interpretations of this

Plan, as may

arise in

connection with

this

Plan.

14.3

Binding Effect

of Decisions. Any

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.

14.4

Indemnity

of Plan

Administrator. The

Company

shall indemnify

and

hold

harmless the

members

the

Plan Administrator,

and

those

whom

management

and

operation

responsibilities

the

Plan

have

been

delegated, against

any and

all claims,

losses, damages,

expenses or

liabilities arising

from any

action or

failure to

act

with

respect

this

Plan,

except

the

case

willful

misconduct

the

Plan

Administrator

any

its

members.

ARTICLE 15

"Claims and Review Procedures”

15.1

Written Claim.

A person who believes that he or she

is being denied a benefit to

which he or she

entitled under

this Plan (a “Claimant”)

may file a written request

for such benefit with the Plan

Administrator,

setting

forth his

or her claim.

The request

must be

addressed

to the Company

at its

then principal

place of

business.

15.2

Timing of Response.

Upon receipt

of a claim,

the Plan

Administrator

shall advise the

Claimant that

reply will be forthcoming within ninety (90) days and shall, in

fact, deliver such reply within such period.

The Plan

Administrator may, however, extend the reply period

for an

additional ninety (90) days for

reasonable cause. If the

claim is denied in whole or in part, the Plan

Administrator

shall adopt a written opinion,

using language calculated

be understood

by the Claimant,

setting

forth:

(1) The

specific

reason or

reasons

for such

denial;

(2) The

specific

reference

to pertinent

provisions

of this

Plan on

which such

denial is

based;

(3)

A description

of any additional

material

or information

necessary

for the Claimant

to perfect

his or

her claim

and an

explanation

why such

material

or such

information

is necessary;

(4)

Appropriate

information

as to the steps

to be taken if the

Claimant wishes

to submit the claim

for

review;

and

(5) The

time limits

for requesting a

review under

Section 15.3

and for

review under

Section 15.4

hereof.

15.3

Request for Review. Within sixty (60) days

after the receipt by

the Claimant of the

written opinion

described in Section 15.2,

the Claimant may

request in

writing that the

determination of the

Plan Administrator be

reviewed.

Such request

must be addressed

to the Company,

at its then principal

place of business.

The Claimant

or his

her

duly

authorized representative

may,

but

need

not,

review

the

pertinent

documents and

submit

issues

and

comments

in writing

for consideration

by the Plan

Administrator.

If the Claimant

does not request

a review of

the Plan

Administrator’s determination

within

such

sixty

(60)

day

period,

she

shall

barred

and

estopped

from

challenging

the Plan

Administrator’s

determination.

15.4

Review of Decision.

The Plan

Administrator

will review

its determination

within sixty

(60) days after

receipt of a request for review.

After considering

all materials presented

by the Claimant, the Plan Administrator

will

render a written opinion, written in

a manner calculated to be

understood by the Claimant, setting forth the

specific

reasons

for

the

decision and

containing specific

references to

the

pertinent provisions

this

Plan

which

the

decision

based.

special

circumstances

require

that

the

sixty

(60)

day

time

period

extended,

the

Plan

Administrator will so

notify the

Claimant and

will

render the

decision as

soon

possible, but

later than

one

hundred

twenty

(120) days

after receipt

of the request

for review.

ARTICLE 16

"Amendment"

16.1

This Plan may

not be amended,

altered, or modified,

except by a

written instrument signed

by the

parties hereto,

or their

respective successors

or assigns,

and may

not be

otherwise terminated

except as

provided

herein.

ARTICLE 17

"Miscellaneous"

17.1

Binding

Effect. This

Plan

shall be

binding

upon and

inure to

the benefit

of the

Company and

its

successors and

assigns, and

upon the

death of

a Participant,

the Participant’s

successors, assigns,

heirs, executors,

administrators and beneficiaries.

17.2

No Guarantee of Employment. This

Plan is not an

employment policy or contract.

It does not give

a Participant

the

right

remain an

employee

the Company,

nor does

it interfere

with

the

Company’s

right

discharge

Participant.

also

does

not

require

Participant

remain

employee

nor

interfere

with

the

Participant’s right to terminate employment at any time.

17.3

Notices. Any

notice, consent

or demand

required or

permitted to

be given

under the provisions

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 to

a party

hereto, it

shall be

sent by

United States

certified mail,

postage prepaid,

addressed to

such

party’s

last

known

address

shown

the

records

the

Company.

The

date

such

mailing

shall

deemed the date of notice, consent or demand.

17.4

Applicable

Law.

This

Plan

and

the

rights

the

parties

hereunder,

shall

governed

and

construed according to the

laws of the State

of Nebraska, except to

the extent preempted by

the laws of the

United

States of America.

17.5

Gender.

Whenever

this

Plan

words

are

used

the

masculine

neutral

gender,

they

shall

read and construed as in the masculine, feminine or neutral gender, whenever they should so apply.

17.6

No Third Party Beneficiaries. The

benefits of this Plan

shall not inure to any

third party.

This Plan

shall not be

construed as creating

any rights, claims,

or cause of

action against the

Company or any

of its officers,

directors, agents, or employees in favor of any person or entity other than the Participant.

17.7

Severability.

any

one

the

provisions

hereof

declared

invalid,

illegal,

unenforceable in

any jurisdiction,

the validity,

legality,

and enforceability

of the

remaining provisions

shall not

any

way

affected

impaired,

and

that

invalidity,

illegality,

unenforceability

one

jurisdiction

shall

not

affect the validity,

legality, or enforceability of the remaining

provisions hereof.

17.8

Entire

Agreement.

This

written

plan

document,

along

with

Participant’s

Policy

endorsement,

Beneficiary

Designation

Form,

and

Participation

Agreement,

constitutes

the

entire

agreement

between

the

Company and the

Participant as to

the subject matter

hereof. No rights

are granted to

a Participant under

this Plan

other than those specifically set forth herein.

IN WITNESS WHEREOF,

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