8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act

Date of Report (Date of Earliest Event Reported):

March 27, 2023

Cal-Maine Foods, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38695

64-0500378

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1052 Highland Colony Pkwy

,

Suite 200

,

Ridgeland

,

MS

39157

(Address of principal executive offices (zip code))

601

-

948-6813

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the

registrant under any of the following provisions (see General Instruction

A.2 below):

☐

Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange

Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange

Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

CALM

The

NASDAQ

Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities

Act of

1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2

of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period

for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange

Act.

☐

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

Appointment of Chief Operating Officer

On March 27,

2023, Cal-Maine Foods,

Inc. (the “Company”)

issued a press

release announcing that

Todd Walters,

Vice President,

Operations, has been appointed Chief Operating Officer effective March 27, 2023.

Walters (age

52) joined

the Company

in 1997.

Since 2011,

he has

served as

Vice President

of Operations

for the

Company’s

operations in

South Texas,

as well

as our

subsidiary Wharton

County Foods,

LLC’s facility

in Boling,

Texas. He

previously served

in management positions at other locations of

the Company in Mississippi, Kansas, New

Mexico, and Ohio. Walters has served

on the Board of The Ohio

Poultry Association and

The Texas Poultry Federation, where

he is currently an ex-officio member.

He

is also

an active

member of

the United

Egg Producers.

Walters is

a graduate

of Mississippi

State University

with a

bachelor's

degree in agriculture with a major in poultry science.

As a member of the

executive management team of the Company, Walters

receives compensation, including base pay, bonuses,

certain employee

benefits, and

awards under

the Company's

long-term incentive

plan. Walters

will receive

a base

pay of

$229,341.

Walter’s will be

eligible to receive

bonus payments under

our general bonus

program. Officers in this

program are eligible

to earn

a bonus equal to 50% of

the sum of the officer’s

base salary plus such officer’s

prior year’s bonus. Walters

will also be eligible

to

receive

stock

grants

under

the

Company’s

long-term

incentive

plan

(“LTIP”)

which

is

administered

by

the

Long-Term

Incentive Plan

Committee. While

the LTIP

Committee has

not developed

formal policies

concerning the

timing of

grants and

other

matters,

its

practice

has

been

to

authorize

grants

of

restricted

shares

annually

in

mid-December,

with

the

grants

being

effective the following

January. Walters will also receive

other customary

benefits provided

to executive

officers of the

Company.

There are no

arrangements or understandings between

Walters and any

other person pursuant

to which Walters was

selected as

an officer of the Company. Walters does not have any family relationship with any director or executive officer of the Company.

There are

no related

party transactions

involving Walters

and the

Company that

require disclosure

under Item

404(a) of

Regulation

S-K.

A copy of the Company’s press release is attached hereto as

Exhibit 99.1 to this Current Report.

Supplemental Executive Retirement Plan and Split Dollar Life Insurance Plan

On March

24, 2023,

the Company

adopted the

Cal-Maine Foods,

Inc. Supplemental

Executive Retirement

Plan (“SERP”),

an

unfunded

deferred

benefit

plan,

and

a

Split

Dollar

Life

Insurance

Plan

(“Split

Dollar Plan”

and

together

with

the

SERP,

the

“Plans”) designed

to provide

deferred compensation

and a

pre-retirement death

benefit for

a select

group of

management or

highly

compensated

employees

of

the

Company.

The

Plans

are

effective

March

1,

2023

and

are

designed

to

be

exempt

from

the

requirements of the

Employee Retirement Income

Security Act of 1974, as

amended (“ERISA”) as

unfunded arrangements for

the benefit of a select group of highly compensated or management employees.

Sherman

Miller,

President

and

CEO,

Max

Bowman,

Vice-President

and

CFO,

and

Rob

Holladay,

Vice-President

–

General

Counsel are participating in the

Plans. Provided the vesting

conditions are met, participants

in the SERP

are eligible to receive an

aggregate Retirement Benefit (as

defined in the SERP) of

$500,000, which is paid in

annual installments of $50,000

for 10 years.

A participant

becomes vested

in the

Retirement Benefit

over five

years of

plan participation

at 20%

per year.

If a

participant

becomes disabled, attains the retirement age of

65, or the Company experiences a change

in control, vesting will be accelerated

to 100%. If a participant dies while employed,

he or she will not receive any benefits

under the SERP, but their beneficiaries will

instead be

entitled to the

life insurance benefit

provided under the

Split Dollar Plan,

which is $500,000.

Participants forfeit all

benefits if terminated for cause.

The Company

has the

right, in

its discretion,

to amend

or terminate

the Plans

at any

time provided

that no

amendment shall

deprive a

participant or beneficiary

of a

vested benefit amount

accrued prior

to the date

of the

amendment without the

written

consent of the

participant or beneficiary. A copy of the

Plans are filed

with this Form

8-K as Exhibits

No. 10.1 and

10.2. As of

the date of this Form 8-K, there are three Participants in the Plans.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits

Exhibit

Number

Description

10.1

Supplement Executive Retirement Plan, adopted March 24, 2023

10.2

Split Dollar Life Insurance Plan, adopted March 24, 2023

99.1

Press Release issued by the Company on March 27, 2023

104

Cover Page Interactive Data File, (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements for the Securities Exchange

Act of 1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned hereunto duly authorized.

CAL-MAINE FOODS, INC.

Date:

March 27, 2023

By:

/s/ Max P. Bowman

Max P. Bowman

Director, Vice President, and Chief Financial Officer

exhibit101

Exhibit 10.1

CAL-MAINE FOODS, INC.

SUPPLEMENTAL EXECUTIVE

RETIREMENT PLAN

RECITALS

This

Supplemental

Executive

Retirement

Plan

(the

“Plan”)

is

adopted

by

Cal-Maine

Foods,

Inc.

(the

“Company”),

a

Delaware

corporation,

for

the

benefit

of

a

select

group

of

the

Company’s

management

or

highly

compensated

employees.

The

purpose

of

the

Plan

is

to

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

of

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”) 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

is

intended

to

comply

in

form

and

operation

with

all

applicable

law,

including,

to

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

of

terms

used

throughout

this

Plan,

and

whenever

used

herein

in

a

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,

or

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

to

time by

the Plan

Administrator

that

a

Participant

completes,

signs,

and

returns

to the

Plan

Administrator

to

designate

one

or

more

Beneficiaries.

1.4

“Cause”

shall

mean

conduct

by

a

Participant

reasonably

and

in

good

faith

determined

by

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

to

any

felony

or

any

other

crime

involving

moral

turpitude;

or

(d)

material

breach

of

fiduciary

duty

to

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

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

to

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.

1.6

“Claimant”

shall mean

a Participant

or a

Beneficiary

who believes

that he

or

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

by

the

Social

Security

Administration

or

has

been

determined

to

be

disabled

in

accordance

with

a

long-term

disability

insurance

program

of

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

by

the

Plan

Administrator

in

a

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),

an

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

a

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

to

participate

in

this

Plan

and

who

completes the

requirements

of

participation

in

accordance

with

the

provisions

of

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

by

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

in

a

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

of

the

average

level

of

bona

fide

services

performed

by

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

by

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

in

the

Plan

shall

be

limited

to

a

select

group

of

management

or

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

is

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

in

such

group

is

determined

in

accordance

with

Section

201(2),

301(a)(3)

and

401(a)(1)

of

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

in

a

Participant’s

Participation

Agreement,

a

Participant

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

Complete Years

of Plan Participation

Percent Vested

Less than 1

0%

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

of

Vesting.

Notwithstanding

the

foregoing

vesting

schedule,

a

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

in

equal,

annual

installments.

(For

example:

$500,000

/

10

=

$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.

In

the

event

a

Participant

becomes

Disabled

while

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 Disability,

with subsequent installments paid

thereafter on the anniversary of the first installment.

3.6

Change

in

Control.

In

the

event

of

the

Company’s

Change

in

Control

while

a

Participant

is

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

is

due

from

this

Plan.

It

is

the

intent

of

the

Company

to

pay

a

pre-retirement

death

benefit

to

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

to

the

Participant’s

Beneficiary

as

the

installments

would

have

otherwise

been

paid

to

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

or

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,

a

“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

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;

(c)

If the Subsequent Deferral Election relates to a payment

at a specified time, the Subsequent

Deferral

Election

must

be

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,

no

acceleration

of

the

time

or

schedule

of

any

payment

may

be

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

by 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).

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

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.

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

be

an

unfunded

and

unsecured

promise

to

pay

money

in

the

future.

To

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

or

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

of

a 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 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

be

acquired

before

satisfying

the

Code

Section

101(j)

“Notice

and

Consent”

requirements.

(c)

In

the

event

that

the

Company

purchases

an

insurance

policy

or

policies

on

the

life

of

a

Participant as provided

for above, then

all of such

policies shall

be subject to

the claims of

the creditors

of

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

as

may

be

required

by

the

Company

or

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

or

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

be

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

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

Participant’s

then

living

descendants,

if

any,

per

stirpes

,

and

if

there

are

no

living

descendants,

to

the

Participant’s

estate.

In

determining

the

existence

or

identity

of

anyone

entitled

to

a

benefit

payment,

the

Company

may

rely

conclusively

upon

information

supplied

by

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

to

the

Participant’s

estate

without

liability

for

any

tax

or

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

of

the

Plan.

The

Company

shall

not

be

obliged

to

search

for

any

Participant

or

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

be

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

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)

To

construe

and

interpret

the

terms

and

provisions

of

this

Plan

and

to

reconcile

any

inconsistency, in its sole and absolute discretion;

(b)

To

compute and

certify the amount

payable to

the Participant

and his

or her

Beneficiaries;

to

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)

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)

To

make

and

publish

such

rules

for

the

regulation

of

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,

to

render

advice

or

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

to

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

an

exception

or

exclusion

therefrom

to

avoid

the

imposition

of

any

accelerated

or

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

to

distributions

under

the

Plan,

but

only

to

the

extent

required

in

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

be

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

or

Termination

in

General.

Although

the

Company

anticipates

that

it

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

is

suspended

or

terminated,

a

Participant

shall

be

due

a

benefit

to

the

extent

the

Participant

is

vested,

and

such

vested

benefit

shall

be

calculated

as

of

the

date

this

Plan

is

suspended

or

terminated.

Except

as

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

as

permitted

in

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

to

Treasury

Regulation

§1.409A-1(c),

if

the

Participant

participated

in

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

no 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 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,

or

with

approval

of

a

bankruptcy

court, provided

that

the

amounts

deferred

under

the

Plan are

included

in

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

is

no

longer

subject

to

a

substantial

risk

of

forfeiture;

or

(iii)

the

first

calendar

year

in

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

to

receive

all

amounts

of

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

of

all

forms

and

instructions

necessary

to

file

a

claim

for

benefits

or

advise

the

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

the

Plan

Administrator

shall

designate

a

sub-committee

to

conduct

the

initial

review

of

the

claim

(and

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

(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. In the event that

the claim for benefits pertains

to

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

of

extension

must

set

forth

the

special

circumstances

requiring

an

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

in

writing

of

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)

A

statement

of

the

Claimant’s

right

to

bring

a

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

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.

To

initiate the

review,

the Claimant,

within sixty

(60) days

after

receiving

the

Plan

Administrator’s

notice

of

denial,

must

file

with

the

Plan

Administrator

a

written

request for review.

(b)

Review

of

a

Disability

Benefit

Claim.

If

the

Claimant’s

initial

claim

is

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

in

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

to

whether

such

information

was

submitted

or

considered

in

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

in

whole

or

in

part

on

a

medical

judgment,

the

Plan

Administrator

will consult

with

a health

care professional

with

appropriate

training

and experience

in

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

of

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

an

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.

(f)

Notice

of

Decision.

The

Plan

Administrator

shall

notify

the

Claimant

in

writing

of

its

decision

on

review.

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 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)

A

statement

of

the

Claimant's

right

to

bring

a

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

be

tolled

from

the

date

the

notification

is

sent

to

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

be

bound

by

the

decision

of

such

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

Company’s

discharge

of

a

Participant

for

Cause,

such

dispute

shall

likewise

be

submitted

to

arbitration

as

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

to

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

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,

or

sequestration

for

the

payment

of

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,

or

convey

in

advance

of

actual

receipt,

the

amount,

if

any,

payable

hereunder,

or

any

part

thereof, the Plan Administrator,

in 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.

9.3

Not

a

Contract

of

Employment.

The

terms

and

conditions

of

this

Plan

shall

not

be

deemed

to

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

a

Participant

or

a

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

or

appropriate

for

the

withholding

of

any

taxes

which

the

Company

is

required

by

any

law

or

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.

In

the

case

of

a

benefit

payable

on

behalf

of

a

Participant,

if

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.

exhibit102

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”)

is

established

by

Cal-Maine

Foods,

Inc.

(the “Company”) as of March 1, 2023.

The

purpose

of

this

Plan

is

to

attract,

retain,

and

motivate

certain

highly

compensated

or

management

employees of

the Company

by assisting

them in

purchasing life

insurance on

his or

her life

that provides

a death

benefit

to

the

employee’s

Beneficiary.

The

Company

has

determined

that

this

assistance

can

best

be

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”

or

“Beneficiaries”

shall

mean

the

person(s),

trust(s)

or

the

estate

of

a

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

more

Beneficiaries.

1.3

“Code”

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

1.4

“Eligible

Employee”

shall

mean

an

active

employee

of

the

Company

who

the

Company

has

deemed eligible to participate in this Plan.

1.5

“Insurer”

shall

mean

the

insurance

company

issuing

the

Policy

on

the

life

of

a

Participant,

as

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

by

the

Plan

Administrator

of

an

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

by

Plan

Administrator.

Participation

in

the

Plan

shall

be

limited

to

those

Eligible

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

2.2

Enrollment

Requirements.

As

a

condition

of

participation

in

the

Plan,

each

selected

Eligible

Employee

shall

complete,

execute,

and

return

to

the

Plan

Administrator

a

Participation

Agreement

and

a

Beneficiary

Designation

Form

within

the

time

specified

by

the

Plan

Administrator

in

accordance

with

the

terms

and

conditions

of

the

Plan.

The

Plan

Administrator

shall

establish

such

other

enrollment

requirements

as

it

determines necessary or advisable.

2.3

Eligibility;

Commencement

of

Participation.

Provided

an

Eligible

Employee

has

met

all

enrollment

requirements

set

forth

in

this

Plan

and/or

required

by

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

3

"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

of

a

Policy

shall

reside

in

the

Company

for

its

use

and

for

the

use

of

the

Participants,

all

in

accordance

with

this

Plan. The

Company

alone

may,

to

the

extent

of

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

of

the Participant)

mutually

agree to

exercise

the

right to

increase the

coverage

under the

subject

Policy

then,

in

such

event,

the

rights,

duties

and

benefits

of

the

parties

to

such

increased

coverage

shall

continue

to

be

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,

as

provided

in

this

Plan.

A

Participant

shall

have

the

right

to

name

such

Beneficiary

at

any

time

prior to

the Participant’s

death and

submit it to

the Plan Administrator

(or Plan

Administrator’s representative)

on

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

on

file

with

the

Plan

Administrator.

Upon

the

acceptance

by

the

Plan

Administrator

of

a

new

Beneficiary

designation

form,

all

previously

filed

Beneficiary

designation

forms

shall

be

cancelled.

The

Company

shall

be

entitled

to

rely

on

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

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

distribution

of

such

benefit

to

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

of

incompetence,

minority

or

guardianship

as

it

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

an

amount

equal

to

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

to

terminate

or

surrender the Policy.

6.2

Taxable

Benefit. The

Company shall

determine the

economic benefit

attributable to

a Participant

based

on

the

life

insurance

premium

factor

for

the

Participant’s

age

multiplied

by

the

amount

of

current

life

insurance protection payable

to the Participant’s

Beneficiary.

The “life insurance

premium factor” is

the minimum

amount

required

to

be

imputed

under

Treasury

Regulation

§1.61-22(d)(3)(ii)

or

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

is

defined

in

the

Policy

contract,

less

any

Policy

loans

and

unpaid

interest

or

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

or

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

or

her

signature)

execute

a

new

Policy

endorsement

for

said

comparable

coverage

arrangement,

at

which

time

all

references

to

“Policy”

hereunder

shall

refer

to

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

be

paid by

the Company.

If the

Company so

encumbers a

Policy, other

than by

a Policy

loan from

the Insurer,

then,

upon

the

death

of

the

Participant,

the

Company

shall

promptly

take

all

action

necessary

to

secure

the

release

or

discharge of such encumbrance.

ARTICLE 11

"Division of Death Proceeds"

11.1

Participant’s

Benefit.

Upon

the

death

of

a

Participant

while

this

Agreement

is

in

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

of

this

amount

by

the

Beneficiary

shall

constitute

satisfaction

of

the

Participant’s rights under this Agreement.

11.2

Company’s

Benefit.

Upon

the

death

of

the

Participant

while

this

Agreement

is

in

force,

the

Company

shall be

entitled

to

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

of

the

Policy

on

the

life

of

the

Participant.

In

no

event

shall

the

Company

be

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

be

reduced

or

eliminated

if

Participant

fails

or

refuses

to

take

a

physical

examination,

to

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

in

Control,”

as

that

term

is

defined

in

the

Company’s

separate

Supplemental Executive Retirement Plan;

(6)

While

the

Participant

is

living

by

written

notice

thereof

by

either

the

Company

or

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

be

fully

discharged

from

its

obligations

under

a

Policy

by

payment

of

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

of

the

Insurer

as

expressly

provided

in

the

Policy,

except

insofar

as

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

of

the

Employee

Retirement

Income

Security

Act

of

1974 (“ERISA”), as amended,

the Company or its designee

will be the "Named Fiduciary"

and Plan Administrator

of

the

split-dollar

life

insurance

plan

for

which

this

agreement

is

hereby

designated

the

written

plan

instrument.

The

Named

Fiduciary

or

the

Plan

Administrator

may

employ

others

to

render

advice

with

regard

to

its

responsibilities

under

this

Plan.

The

Named

Fiduciary

may

also

allocate

fiduciary

responsibilities

to

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

of

the

Plan Administrator,

and

those

to

whom

management

and

operation

responsibilities

of

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

to

this

Plan,

except

in

the

case

of

willful

misconduct

by

the

Plan

Administrator

or

any

of

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

is

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

a

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

to

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

or

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,

he

or

she

shall

be

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

of

this

Plan

on

which

the

decision

is

based.

If

special

circumstances

require

that

the

sixty

(60)

day

time

period

be

extended,

the

Plan

Administrator will so

notify the

Claimant and

will

render the

decision as

soon

as

possible, but

no

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

to

remain an

employee

of

the Company,

nor does

it interfere

with

the

Company’s

right

to

discharge

a

Participant.

It

also

does

not

require

a

Participant

to

remain

an

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

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 to

a party

hereto, it

shall be

sent by

United States

certified mail,

postage prepaid,

addressed to

such

party’s

last

known

address

as

shown

on

the

records

of

the

Company.

The

date

of

such

mailing

shall

be

deemed the date of notice, consent or demand.

17.4

Applicable

Law.

This

Plan

and

the

rights

of

the

parties

hereunder,

shall

be

governed

by

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

in

this

Plan

words

are

used

in

the

masculine

or

neutral

gender,

they

shall

be

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.

If

any

one

or

more

of

the

provisions

hereof

is

declared

invalid,

illegal,

or

unenforceable in

any jurisdiction,

the validity,

legality,

and enforceability

of the

remaining provisions

shall not

in

any

way

be

affected

or

impaired,

and

that

invalidity,

illegality,

or

unenforceability

in

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

a

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.

exhibit991

Exhibit 99.1

-END-

Contacts:

Sherman

Miller,

President

and

CEO

Max

P.

Bowman,

Vice

President

and

CFO

(601)

948-6813

CAL-MAINE FOODS, INC. NAMES TODD WALTERS CHIEF OPERATING OFFICER

MATT WHITEMAN NAMED VICE PRESIDENT, OPERATIONS

RIDGELAND,

Miss.

(March

27,

2023)

—

Cal-Maine

Foods,

Inc.

(NASDAQ:

CALM)

today

announced

that

Todd

Walters

has

been

named

Chief

Operating

Officer

and

Matt

Whiteman

has

been

named

Vice

President,

Operations,

both

effective

March

27,

2023.

Walters

joined

Cal-Maine

Foods

in

1997.

Since

2011,

he

has

served

as

Vice

President

of

Operations

for

the

Company’s

operations

in

South

Texas,

as

well

as

the

Wharton

County

Foods

facility

in

Boling,

Texas.

He

has

previously

served

in

management

positions

at

the

Company’s

other

locations

in

Mississippi,

Kansas,

New

Mexico,

and

Ohio.

Walters

has

served

on

the

Board

of

The

Ohio

Poultry

Association

and

The

Texas

Poultry

Federation

where

he

is

currently

ex-officio.

He

is

also

an

active

member

of

the

United

Egg

Producers.

Walters

is

a

graduate

of

Mississippi

State

University

with

a

bachelor's

degree

in

poultry

science.

Whiteman

has

been

employed

with

Cal-Maine

Foods

since

2011.

He

most

recently

served

as

General

Manager

of

the

Waelder,

Texas,

operations.

Prior

to

this,

he

served

in

management

positions

at

various

locations

including

Edwards,

Mississippi;

Bremen,

Kentucky;

Guthrie,

Kentucky;

and

Boling,

Texas.

Whiteman

is

active

in

the

Texas

Poultry

industry

and

is

currently

the

President

of

the

Texas

Egg

Council,

along

with

serving

as

a

Board

Member

of

the

Texas

Poultry

Federation.

Whiteman

is

a

graduate

of

Mississippi

State

University

with

a

bachelor’s

degree

in

poultry

science.

Commenting

on

the

announcements,

Sherman

Miller,

president

and

chief

executive

officer

of

Cal-Maine

Foods,

Inc.,

stated,

“We

are

pleased

to

announce

these

important

new

leadership

changes.

Todd

Walters

is

well

qualified

to

assume

this

role,

having

extensive

experience

with

the

various

aspects

of

our

operations

across

different

locations

and

market

regions.

He

has

done

an

exceptional

job

at

every

stage

of

his

26-year

career

with

Cal-Maine

Foods.

He

is

also

a

recognized

leader

outside

the

Company

as

an

active

member

of

industry

associations.

We

will

continue

to

benefit

from

his

valuable

insight

and

experience

as

we

pursue

our

goal

to

be

an

efficient

and

sustainable

producer.

“Matt

Whiteman

brings

over

12

years

of

dedicated

service

to

the

Company

and

has

played

an

important

role

in

managing

our

Texas

operations.

His

previous

experience

working

at

our

other

locations

and

knowledge

of

other

markets

brings

an

added

perspective

to

this

leadership

role.

We

welcome

him

to

our

operations

management

team,

and

we

look

forward

to

working

with

Matt

as

we

continue

to

serve

our

valued

customers

in

the

Texas

markets,”

added

Miller.

Cal-Maine

Foods,

Inc.

is

primarily

engaged

in

the

production,

grading,

packing,

marketing

and

sale

of

fresh

shell

eggs,

including

conventional,

cage-free,

organic,

pasture-raised,

free-range

and

nutritionally

enhanced

eggs.

The

Company,

which

is

headquartered

in

Ridgeland,

Mississippi,

is

the

largest

producer

and

distributor

of

fresh

shell

eggs

in

the

United

States

and

sells

the

majority

of

its

shell

eggs

in

states

across

the

southwestern,

southeastern,

mid-western

and

mid-Atlantic

regions

of

the

United

States.