EX 10.15


    EXHIBIT
      10.15

    
 

    


    CAL-MAINE
      FOODS, INC.

     

    DEFERRED
      COMPENSATION PLAN

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    TABLE
      OF
      CONTENTS

     

    
      	
              INTRODUCTION

            	
              1-1

            
	
              1.01

            	
              Establishment
                and Name of Plan.

            	
              1-1

            
	
              1.02

            	
              Intent
                and Status of Plan.

            	
              1-1

            
	 	 
	
              DEFINITIONS

            	 
	
              2.01

            	
              Board

            	
              2-1

            
	
              2.02

            	
              Code

            	
              2-1

            
	
              2.03

            	
              Committee

            	
              2-1

            
	
              2.04

            	
              Compensation

            	
              2-1

            
	
              2.05

            	
              Deferred
                Compensation Account

            	
              2-1

            
	
              2.06

            	
              Disability

            	
              2-1

            
	
              2.07

            	
              Effective
                Date

            	
              2-1

            
	
              2.08

            	
              Employee

            	
              2-2

            
	
              2.09

            	
              Employer

            	
              2-2

            
	
              2.10

            	
              Employer
                Contribution Credits

            	
              2-2

            
	
              2.11

            	
              ERISA

            	
              2-2

            
	
              2.12

            	
              In-Service
                Payment Start Date

            	
              2-2

            
	
              2.13

            	
              Investment
                Credits

            	
              2-2

            
	
              2.14

            	
              Other
                Employer Credits

            	
              2-2

            
	
              2.15

            	
              Participant

            	
              2-2

            
	
              2.16

            	
              Plan

            	
              2-2

            
	
              2.17

            	
              Plan
                Year

            	
              2-2

            
	
              2.18

            	
              Valuation
                Date

            	
              2-2

            
	 	 
	
              ELIGIBILITY
                AND PARTICIPATION

            	
              3-1

            
	
              3.01

            	
              Eligibility.

            	
              3-1

            
	
              3.02

            	
              Participation.

            	
              3-1

            
	 	 
	
              ACCOUNTS

            	
              4-1

            
	
              4.01

            	
              Deferred
                Compensation Accounts.

            	
              4-1

            
	
              4.02

            	
              Employer
                Contribution Credits.

            	
              4-1

            
	
              4.03

            	
              Other
                Employer Credits.

            	
              4-1

            
	
              4.04

            	
              Investment
                Credits.

            	
              4-1

            
	
              4.05

            	
              Withholding
                for Payroll Taxes.

            	
              4-2

            
	
              4.06

            	
              Vesting.

            	
              4-2

            
	 	 
	
              DISTRIBUTION
                OF DEFERRED COMPENSATION BENEFITS

            	
              5-1

            
	
              5.01

            	
              In
                General.

            	
              5-1

            
	
              5.02

            	
              Distributable
                Events.

            	
              5-1

            
	
              5.03

            	
              Form
                of Payment.

            	
              5-1

            
	
              5.04

            	
              Timing
                of Payment.

            	
              5-1

            
	
              5.05

            	
              Determination
                of Payment Amount.

            	
              5-2

            
	
              5.06

            	
              Participant
                Elections Regarding Payouts.

            	
              5-2

            
	
              5.07

            	
              Forced
                Lump Sum Payments.

            	
              5-2

            
	
              5.08

            	
              Designation
                of Beneficiaries.

            	
              5-3

            
	
              5.09

            	
              Withholding
                on Distributions.

            	
              5-3

            
	
            	 
	
              FINANCING
                AND UNFUNDED STATUS

            	
              6-1

            
	
              6.01

            	
              Costs
                Borne by the Employer.

            	
              6-1

            
	
              6.02

            	
              Source
                of Benefit Payments and Medium of Financing the Plan.

            	
              6-1

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              6.03

            	
              Unfunded
                Status.

            	
              6-1

            
	 	 
	
              ADMINISTRATION

            	
              7-1

            
	
              7.01

            	
              General
                Administration.

            	
              7-1

            
	
              7.02

            	
              Committee
                Procedures.

            	
              7-1

            
	
              7.03

            	
              Facility
                of Payment.

            	
              7-1

            
	
              7.04

            	
              Indemnification
                of Committee Members.

            	
              7-1

            
	 	 
	
              AMENDMENT
                AND TERMINATION OF PLAN

            	
              8-1

            
	
              8.01

            	
              Amendment
                and Termination.

            	
              8-1

            
	
            	 
	
              GENERAL
                PROVISIONS

            	
              9-1

            
	
              9.01

            	
              Limitation
                of Rights.

            	
              9-1

            
	
              9.02

            	
              No
                Assignment or Alienation of Benefits.

            	
              9-1

            
	
              9.03

            	
              Successors.

            	
              9-1

            
	
              9.04

            	
              Governing
                Law.

            	
              9-2

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      1

    


    INTRODUCTION

     

    
      	
              1.01

            	
              Establishment
                and Name of Plan.

            


    

     

    Cal-Maine
      Foods, Inc. establishes, as of the Effective Date, an unfunded, deferred
      compensation plan primarily for the purpose of providing deferred compensation
      for a select group of management or highly compensated employees of the
      Employer, entitled the “Cal-Maine Foods, Inc. Deferred Compensation
      Plan.”

     

    
      	
              1.02

            	
              Intent
                and Status of Plan.

            


    

     

    The
      Plan
      is intended to be an unfunded plan maintained by the Employer primarily for
      the
      purpose of providing deferred compensation for a select group of management
      or
      highly compensated employees (and intended to be within the exemptions therefore
      in, without limitation, sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6)
      of
      ERISA and section 2520.104-23 of the Labor Regulations). The Plan is intended
      to
      be “unfunded” for purposes of both ERISA and the Code. The Plan is not intended
      to be qualified as a qualified plan under section 401(a) of the Code; rather,
      the Plan is intended to be a “nonqualified” plan.

    
      
         

      

      
        1
          -
          1

        
          

        

      

      
         

      

    

     

    ARTICLE
      2

    


    DEFINITIONS

     

    Each
      following word, term and phrase shall have the following respective meanings
      whenever such word, term or phrase is capitalized and used in any Article of
      this Plan unless the context clearly indicates otherwise:

     

    
      	
              2.01

            	
              “Board”
                means
                the Board of Directors of the
                Employer.

            


    

     

    
      	
              2.02

            	
              “Code”
                means the Internal Revenue Code of 1986, as amended from time to
                time.

            


    

     

    
      	
              2.03

            	
              “Committee”
                means the Committee appointed by the Board to administer the Plan
                pursuant
                to Article 7 hereof. If no such Committee has been appointed, then
                the
                term Committee shall mean the
                Employer.

            


    

     

    
      	
              2.04

            	
              “Compensation”
                means the portion of a Participant’s cash compensation which is paid by
                the Employer in the form of base salary, including any amounts that
                would
                be payable as base salary cash compensation except for the Participant’s
                election to defer such amount under a plan under Code section 401(k)
                or Code section 125. 

            


    

     

    
      	
              2.05

            	
              “Deferred
                Compensation Account”
                means the account established by the Employer pursuant to Article
                4 of
                this Plan for each Participant to which shall be credited (added)
                the
                Participant’s Employer Contribution Credits, Other Employer Credits, and
                Investment Credits and from which any distributions and in-service
                withdrawals shall be subtracted. All amounts which are credited to
                such
                Deferred Compensation Account are credited solely for computation
                purposes
                and are at all times general assets of the Employer and subject to
                the
                claims of the general creditors of the Employer.
                

            


    

     

    
      	
              2.06

            	
              “Disability”
                means a physical or mental condition of a Participant resulting in
                the
                Participant being unable to engage in any substantial gainful activity
                by
                reason of any medically determinable physical or mental impairment
                that
                can be expected to result in death or can be expected to last for
                a
                continuous period of not less than 12
                months.

            


    

     

    Whether
      or not a Participant meets the above condition will be determined solely and
      exclusively by the Committee.

     

    
      	
              2.07

            	
              “Effective
                Date”
                means December 28, 2006, the date the Plan was
                established.

            



      
        
           

        

        
          2
            -
            1

          
            

          

        

        
           

        

      

    

     

    
      	
              2.08

            	
              “Employee”
                means a person, other than an independent contractor, who is receiving
                remuneration from the Employer for services rendered to, or labor
                performed for, the Employer (or who would be receiving such remuneration
                except for an authorized leave of absence).


            


    

     

    
      	
              2.09

            	
              “Employer”
                means Cal-Maine Foods, Inc., a Delaware corporation and any business
                organization or corporation into which Cal-Maine Foods, Inc. may
                be merged
                or consolidated or by which it may be succeeded. The term shall also
                include affiliates of Cal-Maine Foods, Inc. which are authorized
                by
                Cal-Maine Foods, Inc. to participate in the Plan and which agree
                to
                participate in the Plan. Provided, however, that entities other than
                Cal-Maine Foods, Inc. shall have no authority or rights otherwise
                assigned
                to the Employer with regard to design or control over the terms of
                the
                Plan or operation of the Plan. 

            


    

     

    
      	
              2.10

            	
              “Employer
                Contribution Credits”
                means amounts credited by the Employer to a Participant’s Deferred
                Compensation Account pursuant to
                Section 4.02.

            


    

     

    
      	
              2.11

            	
              “ERISA”
                means the Employee Retirement Income Security Act of 1974, as amended
                from
                time to time.

            


    

     

    
      	
              2.12

            	
              “In-Service
                Payment Start Date”
                means the date in-service benefit payments are scheduled to commence
                for a
                Participant, provided a valid in-service payout election is in force
                pursuant to Section 5.06 hereof. The In-Service Payment Start Date
                may be
                the first day of any month coincident with or next following attainment
                of
                age 65.

            


    

     

    
      	
              2.13

            	
              “Investment
                Credits”
                means amounts credited by the Employer to a Participant’s Deferred
                Compensation Account pursuant to
                Section 4.04.

            


    

     

    
      	
              2.14

            	
              “Other
                Employer Credits”
                means amounts credited by the Employer to a Participant’s Deferred
                Compensation Account pursuant to
                Section 4.03.

            


    

     

    
      	
              2.15

            	
              “Participant”
                means an eligible Employee participating in the Plan pursuant to
                the
                provisions of Article 3 hereof.

            


    

     

    
      	
              2.16

            	
              “Plan”
                means this Cal-Maine Foods, Inc. Deferred Compensation Plan as established
                and set forth herein (together with any and all supplements hereto),
                and
                as amended from time to time.

            


    

     

    
      	
              2.17

            	
              “Plan
                Year”
                means the twelve (12) consecutive month period beginning on each
                January 1
                and ending on each following December 31 thereafter (the calendar
                year).

            


    

     

    
      	
              2.18

            	
              “Valuation
                Date”
                means the date or dates on which Participants’ Deferred Compensation
                Accounts are valued. Valuation Dates shall be December 15 each year
                and
                such other date or dates as may be selected by the
                Committee.

            


    

     

    
      
         

      

      
        2
          -
          2

        
          

        

      

      
         

      

    

     

    ARTICLE
      3

    


    ELIGIBILITY
      AND PARTICIPATION

     

    
      	
              3.01

            	
              Eligibility.

            


    

     

    Eligibility
      to participate in the Plan shall be limited to salaried Employees of the
      Employer who are in a select group of management or highly compensated Employees
      and who are designated, from time to time, by the Committee as eligible to
      participate in the Plan. 

     

    
      	
              3.02

            	
              Participation.

            


    

     

    An
      Employee eligible to participate in the Plan as provided in Section 3.01 hereof
      shall become a Participant on the date designated by the Committee.

    
      
         

      

      
        3
          -
          1

        
          

        

      

      
         

      

    

     

    ARTICLE
      4

    


    ACCOUNTS

     

    
      	
              4.01

            	
              Deferred
                Compensation Accounts.

            


    

     

    On
      behalf
      of the Employer, the Committee shall establish and maintain for each Participant
      or former Participant under the Plan a book reserve account (the Deferred
      Compensation Account as defined in Section 2.05 hereof) for the purpose of
      determining deferred compensation payable to the Participant attributable to
      Employer Contribution Credits under Section 4.02, Other Employer Credits
      under Section 4.03 and Investment Credits under Section 4.04. 

     

    
      	
              4.02

            	
              Employer
                Contribution Credits.

            


    

     

    For
      each
      Plan Year, the Committee shall designate a percentage of Compensation for each
      Participant to be credited to the Participant’s Deferred Compensation Account as
      an Employer Contribution Credit. The Committee may, in its sole discretion,
      designate the same percentage for all Participants or a different percentage
      for
      each Participant. Percentages may be zero percent (0%) or any positive
      percentage. If, for a Plan Year, the Committee does not designate a percentage
      for a Participant, the percentage shall be assumed to be zero percent
      (0%).

     

    Employer
      Contribution Credits shall be credited to the Participants’ Deferred
      Compensation Accounts as of December 15 each plan year.

     

    
      	
              4.03

            	
              Other
                Employer Credits.

            


    

     

    At
      the
      discretion of the Committee, other amounts (as deferred compensation), if any,
      may be credited to a Participant’s Deferred Compensation Account in such amount
      or amounts and at such time or times as the Committee may in its sole discretion
      determine. Any such amounts shall constitute “Other Employer Credits” for
      purposes of this Plan.

     

    
      	
              4.04

            	
              Investment
                Credits.

            


    

     

    As
      of
      each Valuation Date, the Participant’s Deferred Compensation Account will be
      credited with an Investment Credit representing the amount by which the Deferred
      Compensation Account would have been credited or charged since the prior
      Valuation Date had the Participant’s Deferred Compensation Account been invested
      in the investment fund (as defined herein). The adjustments made as of each
      Valuation Date to the Participant’s Deferred Compensation Account shall be made
      in any manner that the Committee, in its sole discretion, may direct. The
“investment fund” shall consist of a mutual fund, collective fund or other
      similar fund or arrangement designated by the Committee, in its sole discretion,
      for this purpose. The Committee may, in its sole discretion, change the
      investment fund at any time.

    
      
         

      

      
        4
          -
          1

        
          

        

      

      
         

      

       

    

    
      	
              4.05

            	
              Withholding
                for Payroll Taxes.

            


    

     

    Amounts
      to be deferred into this Plan may be withheld by the Employer to the extent
      necessary to pay the Participant’s share of any payroll taxes that may be due on
      compensation deferred under the Plan.

     

    
      	
              4.06

            	
              Vesting.

            


    

     

    A
      Participant’s Deferred Compensation Account shall be 100% vested at all
      times.

    
      
         

      

      
        4
          -
          2

        
          

        

      

      
         

      

    

     

    ARTICLE
      5

    


    DISTRIBUTION
      OF DEFERRED COMPENSATION BENEFITS

     

    
      	
              5.01

            	
              In
                General.

            


    

     

    The
      benefits to be paid as deferred compensation are governed by the provisions
      of
      this Article 5, subject to the provisions of Articles 7 and 8.

     

    
      	
              5.02

            	
              Distributable
                Events.

            


    

     

    Pursuant
      to the terms and conditions described elsewhere in this Article 5, a participant
      shall become eligible for benefits upon the occurrence of any of the
      following:

     

    
      	
            	(a)	
              Upon
                termination of employment for any reason (including death or Disability),
                provided such termination of employment involves a separation from
                service. The determination of whether or not a termination of employment
                and separation from service has occurred shall be made by the Committee
                based on all the facts and circumstances and pursuant to the definitions
                of such terms, as provided in Internal Revenue Service regulation
                section
                1.409A-1(h).

            


    

     

    
      	
            	(b)	
              Upon
                the earlier of termination of employment (as described in (a) above)
                or
                attainment of the In-Service Payment Start Date while still in employment
                with the Employer, provided a valid in-service election pursuant
                to
                Section 5.06 is in force.

            


    

     

    
      	
              5.03

            	
              Form
                of Payment.

            


    

     

    Benefit
      payments shall be made in annual installments at the time or times indicated
      in
      Section 5.04 hereof, and for the term selected by the Participant pursuant
      to
      Section 5.06 hereof. If the Participant elects to receive only one installment,
      the entire balance shall be paid in a single lump sum payment.

     

    
      	
              5.04

            	
              Timing
                of Payment.

            


    

     

    The
      due
      date of the initial installment for payouts due to termination of employment
      shall be six (6) months after the date of termination of employment. The due
      date of the initial installment for payouts due to attainment of the In-Service
      Payment Start Date shall be the In-Service Payment Start Date. The due date
      for
      additional installments (if any), regardless of reason for payment, shall be
      January 15 of each calendar year following the calendar year in which the
      initial installment is paid.

     

    Notwithstanding
      the foregoing, the Employer may delay actual payment beyond the due date in
      the
      following circumstances:

     

    
      	
            	(a)	
              Short-Term
                Delays - A payment will be deemed paid on the date otherwise designated
                for payment if it is paid at any time during the same calendar year
                or, if
                later, by the 15th
                day of the third calendar month following the designated date of
                payment.

            


    

     

    
      	
            	(b)	
              Employer’s
                Insolvency - If
                the employer has insufficient funds and cannot, therefore, make payment
                on
                the designated date without jeopardizing the employer’s solvency, the
                payment will be treated as made on the designated date if payment
                is made
                during the first calendar year in which the employer’s funds are
                sufficient for payment without jeopardizing its
                solvency.

            


    

    


    
      
        
           

        

        
          5
            -
            1

          
            

          

        

        
           

        

      

    

     

    
      	5.05	
              Determination
                of Payment Amount.

            


    

     

    The
      payment amount for any payment shall be determined as the value of the
      Participant’s Deferred Compensation Account on the Valuation Date coincident
      with or next preceding the payment date divided by the number of remaining
      payments (including the current payment). The Valuation Date used to determine
      a
      payment amount shall be within a reasonable period, generally not more than
      forty-five (45) days, prior to the payment date.

     

    
      	
              5.06

            	
              Participant
                Elections Regarding
                Payouts.

            


    

     

    
      	
            	(a)	
              Initial
                Elections - Upon initial enrollment in the Plan, a Participant shall
                make
                the following elections:

            


    

     

    
      	
            	(i)	
              The
                number of annual installments to be
                made.

            


    

     

    
      	
            	(ii)	
              Whether
                payment will be made pursuant to Section 5.02(a) hereof (based on
                termination of employment only) or Section 5.02(b) hereof (based
                on the
                earlier of termination of employment or attainment of the In-Service
                Payment Start Date).

            


    

     

    
      	
            	(iii)	
              If
                applicable, the In-Service Payment Start
                Date.

            


    

     

    
      	
            	(b)	
              Changes
                - A participant may change his or her payout elections with regard
                to
                number of installments, distributable event or (if applicable) In-Service
                Payment Start Date as provided
                below:

            


    

     

    
      	
            	(i)	
              Any
                such change election shall not be effective until 12 months after
                the date
                on which the election is made.

            


    

     

    
      	
            	(ii)	
              Any
                such change election related to a payment subject to an In-Service
                Payment
                Start Date (even if such change relates only to the number of
                installments) shall result in a 5 year delay in the In-Service Payment
                Start Date.

            


    

     

    
      	
            	(iii)	
              Any
                such change election related to a payment subject to an In-Service
                Payment
                Start Date (even if such change relates only to the number of
                installments) must be made at least 12 months prior to the In-Service
                Payment Start Date.

            


    

     

    For
      purposes of the timing rules for payment elections described in this subsection
      (b), installment payments shall be treated as a single payment which occurs
      on
      the date of the first installment.

     

    
      	
              5.07

            	
              Forced
                Lump Sum Payments.

            


    

     

    Notwithstanding
      the foregoing, a Participant’s election with regard to number of installments
      shall be disregarded and payment shall be made in the form of a single lump
      sum
      payment in the following circumstances:

     

    
      	
            	(a)	
              if
                the Participant terminates employment prior to age 55 for reasons
                other
                than death or Disability; or

            


    

     

    
      	
            	(b)	
              if
                the value of the Participant’s Deferred Compensation Account is less than
                or equal to ten thousand dollars ($10,000) on termination of employment
                (regardless of the reason for
                termination).

            



      
        
           

        

        
          5
            -
            2

          
            

          

        

        
           

        

      

    

     

    
      	5.08	
              Designation
                of Beneficiaries.

            


    

     

    The
      Participant may designate in such manner as is required by the Committee primary
      and contingent beneficiaries to receive any deferred compensation benefit
      payments which may be payable hereunder following the Participant’s death and
      the proportions in which such beneficiaries are to receive such payments. The
      Participant may change such designation from time to time and the last
      designation delivered to the Committee prior to the Participant’s death will
      control. If the Participant fails to specifically designate such a beneficiary,
      or if no designated beneficiary survives the Participant, or if all designated
      beneficiaries who survive the Participant die before all payments are made,
      then
      the remaining payments shall be made to the Participant’s surviving spouse if
      such spouse is then living; if such spouse is not living, then to the executors
      or administrators of the estate of the Participant. The Committee may determine
      the identity of such persons and shall incur no responsibility by reason of
      the
      payment of such interest in accordance with any such determination made in
      good
      faith.

     

    
      	
              5.09

            	
              Withholding
                on Distributions.

            


    

     

    If,
      at
      the time of distribution, the Participant does not tender to the Employer an
      amount equal to the amount required to be withheld for income taxes due as
      a
      result of the distribution, then the Participant shall be deemed to have
      authorized the Employer to withhold enough of the distribution to pay such
      tax
      withholding amount.

    
      
         

      

      
        5
          -
          3

        
          

        

      

      
         

      

    

     

    ARTICLE
      6

    


    FINANCING
      AND UNFUNDED STATUS

     

    
      	
              6.01

            	
              Costs
                Borne by the Employer.

            


    

     

    The
      costs
      of administering the Plan shall be borne by the Employer.

     

    
      	
              6.02

            	
              Source
                of Benefit Payments and Medium of Financing the
                Plan.

            


    

     

    Benefits
      payable under the Plan to any Participant shall be paid directly by the
      Employer. The Employer shall not be required to fund or otherwise segregate
      assets to be used for payment of benefits under the Plan. While the Employer
      may, in the discretion of the Committee, make investments in the fund designated
      by the Committee as the investment fund in amounts equal or unequal to
      Participants’ Deferred Compensation Accounts hereunder, the Employer shall not
      be under any obligation to make such investments and any such investments shall
      remain an asset of the Employer subject to the claims of its general creditors.
      Notwithstanding the foregoing, the Employer, in the discretion of the Committee,
      may maintain one or more grantor trusts to hold assets to be used for payment
      of
      benefits under the Plan. The assets of the trust with respect to benefits
      payable to the employees of the Employer shall remain the assets of the Employer
      subject to the claims of its general creditors. Any payments by a trust of
      benefits provided to a Participant under the Plan shall be considered payment
      by
      the Employer and shall discharge the Employer of any further liability under
      the
      Plan for such payments.

     

    
      	
              6.03

            	
              Unfunded
                Status.

            


    

     

    This
      Plan
      is intended to be unfunded for purposes of both ERISA and the Code.

    
      
         

      

      
        6
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    ARTICLE
      7

    


    ADMINISTRATION

     

    
      	
              7.01

            	
              General
                Administration.

            


    

     

    The
      Board
      or its designee shall appoint a Committee consisting of not less than three
      (3)
      persons to administer the Plan. Any member of the Committee may at any time
      be
      removed, with or without cause, and his successor appointed by the Chief
      Executive Officer of the Employer or his designee, and any vacancy caused by
      death, resignation or other reason shall be filled by the Chief Executive
      Officer of the Employer or his designee. The Committee shall be the named
      fiduciary and the plan administrator of the Plan and in general shall be
      responsible for the management and administration of the Plan. The Committee
      shall have full power to administer the Plan in all of its details (including
      establishing claims procedures and other rules), subject to applicable
      requirements of law. No member of the Committee who is an employee of the
      Employer shall receive compensation for his services to the Plan. The Committee
      shall have such duties and powers as may be necessary to discharge its duties
      under this Plan.

     

    The
      fiscal records of the Plan shall be maintained on the basis of the Plan
      Year.

     

    
      	
              7.02

            	
              Committee
                Procedures.

            


    

     

    The
      Committee may act at a meeting or in writing without a meeting. The Committee
      may adopt such by-laws and regulations as it deems desirable for the conduct
      of
      its affairs. All decisions shall be made by majority vote. No member of the
      Committee who is at any time a Participant in this Plan shall vote in a decision
      of the Committee (whether in a meeting or by written action) made specifically
      and uniquely with respect to such member of the Committee regarding amount,
      payment, timing, form or other aspect of the benefits of such Committee member
      under this Plan.

     

    
      	
              7.03

            	
              Facility
                of Payment.

            


    

     

    Whenever,
      in the Committee’s opinion, a person entitled to receive any payment of a
      benefit or installment thereof hereunder is under a legal disability or is
      incapacitated in any way so as to be unable to manage his financial affairs,
      the
      Committee may direct payments to such person or to his legal representative
      or
      to a relative or friend of such person for his benefit, or the Committee may
      direct the payment for the benefit of such person in such manner as the
      Committee considers advisable. Any payment of a benefit or installment thereof
      in accordance with the provisions of this Section shall be a complete discharge
      to the Committee and the Employer of any liability for the making of such
      payment under the provisions of the Plan.

     

    
      	
              7.04

            	
              Indemnification
                of Committee Members.

            


    

     

    The
      Employer shall indemnify and hold harmless each member of the Committee against
      any and all liability, claims, damages and expense (including all expenses
      reasonably incurred in his defense in the event that the Employer fails to
      provide such defense upon his written request) which the Committee member may
      incur while acting in good faith in the administration of the Plan.

    
      
         

      

      
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    ARTICLE
      8

    


    AMENDMENT
      AND TERMINATION OF PLAN

     

    
      	
              8.01

            	
              Amendment
                and Termination.

            


    

     

    The
      Board
      may amend or terminate the Plan (without the consent of any Participant, former
      Participant or beneficiary) at any time, provided that such amendment does
      not
      decrease or divest any then Participant or former Participant of the amounts
      in
      his Deferred Compensation Account as of the date of amendment. Upon termination
      of the Plan, the Employer may, in its sole discretion, pay benefits under the
      terms of and to the extent permitted by Internal Revenue Service regulations
      pursuant to Code section 409A as they relate to payments upon Plan
      termination.

    
      
         

      

      
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    ARTICLE
      9

    


    GENERAL
      PROVISIONS

     

    
      	
              9.01

            	
              Limitation
                of Rights.

            


    

     

    Neither
      the establishment of this Plan nor any amendment thereof, nor the payment of
      any
      benefits, will be construed as giving to any Employee, Participant, beneficiary,
      or other person any legal or equitable right against the Employer, except as
      provided herein. Neither the establishment of this Plan nor any amendment
      thereof, nor the payment of benefits, nor any action taken with respect to
      this
      Plan shall confer upon any person the right to be continued in the employment
      of
      the Employer or its subsidiaries.

     

    
      	
              9.02

            	
              No
                Assignment or Alienation of
                Benefits.

            


    

     

    The
      rights of a Participant, former Participant, beneficiary or any other person
      entitled to payment of benefits under this Plan shall not be assigned,
      transferred, anticipated, conveyed, pledged or encumbered except by will or
      the
      laws of descent or distribution; nor shall any such right be in any manner
      subject to levy, attachment, execution, garnishment or any other seizure under
      legal, equitable or other process for payment of any debts, judgments, alimony,
      or separate maintenance, or reached or transferred by operation of law in the
      event of bankruptcy, insolvency or otherwise. Provided, however, that a
      Participant shall have the right to designate in accordance with the provisions
      of Section 5.08 hereof primary and contingent beneficiaries to receive benefit
      payments subsequent to the death of the Participant.

     

    
      	
              9.03

            	
              Successors.

            


    

     

    The
      provisions of this Plan shall be binding upon and inure to the benefit of the
      Employer, its successors, and assigns, and each Participant and his heirs,
      executors, administrators and legal representatives. The term successors as used
      herein shall include any corporate or other business entity which shall, whether
      by merger, consolidation, purchase or otherwise, acquire all or substantially
      all of the assets of the Employer, and successors of any such corporation or
      other business entity.

    
      
         

      

      
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              9.04

            	
              Governing
                Law.

            


    

     

    Except
      to
      the extent Federal law is controlling, the provisions of this Plan shall be
      interpreted and construed according to the laws of the State of Mississippi
      to
      the extent not preempted by applicable law.

    
 

    IN
      WITNESS WHEREOF, the Employer has caused this Plan to be duly executed for
      and
      on behalf of the Employer by its duly authorized officers on this the
      28th
      day of
      December, 2006.

     

     

    CAL-MAINE
      FOODS, INC.

     

     

    By: 
      Fred
      R.
      Adams, Jr.

      
        

      

    

    Title: 
      Chairman
      of the Board and Chief Executive Officer

     

    


     

     

    ATTEST:

    


    


    Timothy
      A. Dawson,  Secretary

    
      
        

      

       

      
        
           

        

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