exhibit102






1 
CAL-MAINE FOODS, INC. 
AMENDED AND RESTATED 
DEFERRED COMPENSATION PLAN 
RECITALS 
This Amended and Restated Deferred Compensation Plan (the “
Plan
”) is adopted by Cal-Maine 
Foods, 
Inc. 
(the 
“
Company
”), 
a 
Delaware 
corporation, 
for 
the 
benefit 
of 
a 
select 
group 
of 
the 
Company’s management 
or highly compensated employees. 
The Company is amending 
and restating 
the 
Plan 
to 
reflect 
certain 
design 
changes 
to 
the 
Plan 
and 
to 
otherwise 
meet 
current 
needs 
of 
the 
Company. 
The purpose 
of the 
Plan is 
to offer 
selected Eligible 
Employees 
an 
opportunity 
to elect 
to 
defer a portion of 
their Base Salary and/or 
Bonus Compensation, and to continue 
to provide a deferred 
compensation 
vehicle 
to 
which 
the 
Company 
may 
credit 
discretionary 
amounts 
on 
behalf 
of 
Participants. 
This Plan replaces 
and supersedes the 
Deferred Compensation 
Plan previously adopted 
by the 
Company 
on 
December 11, 
2006, 
and 
subsequently 
amended 
on 
September 25, 
2008 
and 
December 10, 
2008 
(the 
“
Prior 
Plan
”). 
Nothing 
in 
this 
amendment 
and 
restatement 
should 
be 
construed as 
changing the 
time and 
form of 
payment 
of the 
Prior Plan. 
From and 
after the 
Effective 
Date of this amendment and 
restatement, all entitlement to benefits under 
the Prior Plan and this 
Plan 
shall be determined solely in accordance with the terms of this Plan, as amended from time to time in 
accordance with Article 10. 
The 
Company 
intends 
this 
Plan 
shall 
at 
all 
times 
be 
administered 
and 
interpreted 
in 
such 
a 
manner 
as 
to 
constitute 
an 
unfunded 
nonqualified 
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
”), 
as 
amended, 
by 
operation 
of Sections 
201(2), 
301(a)(3) and 401(a)(1) thereof. 

The Plan is 
intended to 
comply in 
form and 
operation with 
all applicable 
law, including, 
to the 
extent applicable, the requirements 
of Internal Revenue Code 
Section 409A and will 
be administered, 
operated and construed in accordance with 
this intention. 
Accordingly, 
this amendment and restatement is adopted 
as of December 1, 2021. 
ARTICLE 1 
DEFINITIONS 
The words and 
phrases defined 
in this Article 
shall have 
the meaning set 
out in the 
definition, 
unless the 
context in 
which 
the word 
or phrase 
appears reasonably 
requires a 
broader, 
narrower 
or 
different meaning. 
1.1 
“
Account
” 
shall 
mean 
all 
bookkeeping 
accounts 
pertaining 
to 
a 
Participant 
which 
are 
maintained by the 
Plan Administrator 
or Plan recordkeeper 
to reflect the 
Company’s 
obligation to the 
Participant under the Plan, including a Deferral 
Account, a Long-Term 
Incentive Contribution Account, 
and In-Service Accounts 
(if any). The 
Plan Administrator or 
Plan recordkeeper shall 
establish additional 
subaccounts 
that 
the 
Plan 
Administrator 
considers 
necessary 
to 
reflect 
the 
entire 
interest 
of 
the 
Participant under the Plan. 
1.2 
“
Affiliate
” shall mean any business entity other than the Company that is a member of 
a controlled 
group of 
corporations, 
within the 
meaning of 
Section 414(b) 
of the 
Code, of 
which such 
Company 
is 
a 
member; 
any 
other 
trade 
or 
business 
(whether 
or 
not 
incorporated) 
under 
common 
control, within the meaning of Section 414(c) 
of the Internal Revenue 
Code. 







2 
1.3 
“
Base 
Salary
” 
shall 
mean 
a 
Participant’s 
base 
annual 
salary 
excluding 
incentive 
and 
discretionary 
bonuses 
and 
other 
non-regular 
forms 
of 
compensation, 
before 
reductions 
for 
contributions to or deferrals under any 
pension, deferred compensation or benefit 
plans sponsored by 
the Company. 

1.4 
“
Beneficiary
” or 
“
Beneficiaries
” 
shall 
mean 
one 
or more 
persons, 
trusts, 
estates 
or 
other 
entities, 
designated 
by 
a 
Participant 
in 
accordance 
with 
the 
Plan, 
that 
are 
entitled 
to 
receive 
benefits under the Plan upon the death of a Participant. 
1.5 
“
Beneficiary Designation 
Form
” shall 
mean the 
form established 
from time 
to time 
by the Plan Administrator that a Participant completes, signs, and returns to the Plan Administrator to 
designate one or more Beneficiaries. 
1.6 
“
Board
” shall mean the Board of Directors of the Company. 

1.7 
“
Bonus Compensation
” shall mean 
amounts paid 
to a Participant 
by the 
Company in 
the form of incentive compensation or any other bonus designated 
by the Company before reductions 
for contributions to or deferrals under any pension, deferred compensation or benefit plans sponsored 
by the Company. 

1.8 
“
Cause
” 
shall 
mean 
conduct 
by 
a 
Participant 
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 
harm 
the 
Company 
and 
are 
undertaken 
or 
omitted 
knowingly 
or 
are 
criminal 
or 
fraudulent 
or 
involve material 
dishonesty 
or moral 
turpitude; (c) 
being indicted 
in a 
court of 
law for 
any felony 
or 
for a crime involving misuse or misappropriation 
of Company funds; or (d) breach of fiduciary 
duty to 
the Company 
1.9 
“
Change in 
Control
” shall 
mean and 
shall include 
a change 
in ownership 
or effective 
control 
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. 
1.10 
“
Claimant
” 
shall 
mean 
a 
Participant 
or 
a 
Beneficiary 
who 
believes 
that 
he 
or 
she 
is 
entitled to 
a benefit 
under this 
Plan or 
is being 
denied a 
benefit to 
which he 
or she 
is entitled 
hereunder. 

1.11 
“
Code
” 
shall 
mean 
the 
U.S. 
Internal 
Revenue 
Code 
of 
1986, 
as 
amended, 
or 
any 
successor statue, and the Treasury 
Regulations and other authoritative 
guidance issued thereunder. 
1.12 
“
Committee
” shall mean the Committee appointed by the Board to administer the Plan 
pursuant to Article 12 hereof. If no such Committee has been appointed, 
then the term “
Committee
” 
shall mean the Company. 
1.13 
“
Company
” shall 
mean 
Cal-Maine Foods, 
Inc., 
and its 
successors 
and assigns, 
unless 
otherwise 
provided 
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. 

1.14 
“
Deemed 
Investment
” 
shall 
mean 
the 
notional 
conversion 
of 
the 
balance 
held 
in 
a 
Participant’s 
Account(s) 
into 
shares 
or 
units 
of 
the 
Deemed 
Investment 
Options 
that 
are 
used 
as 
measuring devices for determining the value 
of a Participant’s Account(s). 
1.15 
“
Deemed 
Investment 
Options
” 
shall 
mean 
the 
hypothetical 
securities 
or 
other 
investments described under 
Section 6.1 from which 
the Plan Administrator 
may select to be 
used as 
measuring devices to determine the Deemed Investment gains or losses of a Participant’s 
Account(s). 






3 
A Participant shall have no 
real or beneficial ownership in 
the security or other 
investment represented 
by the Deemed Investment Options. 
1.16 
“
Deferral Account
” shall 
mean: (a) 
the sum 
of a 
Participant’s Deferral Amounts (if 
any) 
for any Plan Year 
or Performance Period 
that may be allocated, 
in whole or in part, 
by the Participant 
pursuant to his or her Deferral Election to the Deferral 
Account, plus (b) Deemed Investment gains 
or 
losses 
credited 
or 
debited 
thereon, 
less 
(c) 
any 
distributions 
made 
to 
the 
Participant 
or 
his 
or 
her 
Beneficiary, 
and tax withholding amounts deducted 
(if any) from the Participant’s 
Deferral Account. 
1.17 
“
Deferral Amount
” shall mean that portion 
of a Participant’s Base Salary and/or Bonus 
Compensation that a Participant elects 
to defer for any Plan Year 
or Performance Period. 

1.18 
“
Deferral Election
” shall mean 
an election by an 
Eligible Employee on an 
Election Form 
approved by 
the Plan 
Administrator 
(in a 
paper or 
electronic format) 
to defer 
a portion 
of his 
or her 
Base Salary and/or Bonus Compensation in accordance 
with the provisions of Article 3. 
1.19 
“
Effective Date
” shall 
mean December 1, 
2021 for 
this amendment 
and restatement, 
and shall mean December 11, 2006 for the 
commencement of the Plan. 

1.20 
“
Election 
Form
” 
shall 
mean 
the 
form 
or 
forms 
established 
from 
time 
to 
time 
by 
the 
Plan Administrator 
(in a 
paper or 
electronic format) 
on which 
the Participant 
makes certain 
designations 
as required under the terms of this Plan. 
1.21 
“
Eligibility Date
” shall 
mean the 
date designated 
by the 
Plan Administrator 
on which 
an Eligible Employee shall become eligible 
to participate in the Plan. 
1.22 
“
Eligible 
Employee
” 
shall 
mean 
for 
any 
calendar 
year 
(or 
applicable 
portion 
of 
a 
calendar year), an Employee who is in 
the select group of management of the Company 
or is a highly 
compensated Employee 
of the Company, 
and is determined 
by the Committee, 
or its designee, 
to be 
eligible to participate in the Plan. 

1.23 
“
Employee
” 
shall 
mean 
an 
individual 
who 
provides 
services 
to 
the 
Company 
in 
the 
capacity of a common law Employee 
of the Company. 
1.24 
“
ERISA
” shall 
mean the 
Employee Retirement Income 
Security Act 
of 1974, 
as amended 
from time to time, and the regulations and guidance 
promulgated thereunder. 
1.25 
“
In-Service Account
” shall mean: (a) 
the sum of a Participant’s 
Deferral Amounts for 
any 
Plan 
Year 
or 
Performance 
Period 
that 
may 
be 
allocated, 
in 
whole 
or 
in 
part, 
by 
the 
Participant 
pursuant to his 
or her Deferral 
Election to an 
In-Service Account, 
plus (b) Deemed 
Investment gains 
or losses 
credited 
or debited 
thereon less 
(c) any 
distributions made 
to the 
Participant 
or his 
or her 
Beneficiary, 
and tax withholding amounts that relate 
to the Participant’s 
In-Service Account. 

1.26 
“
Long-Term Incentive Contribution
” shall mean the 
deferred compensation amount 
credited on behalf of a 
Participant by the 
Company to the Long-Term 
Incentive Contribution Account, 
as described in Section 5.2. 

1.27 
“
Long-Term Incentive Contribution Account
” shall mean: (a) the sum of 
the Long-
Term 
Incentive Contribution 
amounts (if 
any) for 
any Plan 
Year 
that the 
Company may 
allocate to 
a 
Participant’s 
Long-Term 
Incentive Contribution 
Account, plus (b) 
Deemed Investment 
gains or losses 
credited or debited thereon, less 
(c) any distributions made to 
the Participant or his or 
her Beneficiary, 
and tax 
withholding amounts 
deducted (if 
any) from 
the Participant’s Long-Term Incentive Contribution 
Account. 
1.28 
“
Participant
” 
shall 
mean 
an 
Eligible 
Employee 
of 
the 
Company 
who 
has 
met 
the 
requirements of 
participation under 
Article 2 
and who 
participates in 
the Plan 
in accordance 
with the 
terms and conditions of the Plan. 






4 
1.29 
“
Participation 
Agreement
” 
shall 
mean 
the 
agreement 
executed 
by 
the 
Eligible 
Employee whereby he or she agrees 
to participate in the Plan. 
1.30 
“
Performance 
Period
” 
shall 
mean, 
with 
respect 
to 
any 
Bonus 
Compensation, 
the 
period of time over which such Bonus Compensation 
is earned. 
1.31 
“
Plan
” 
shall 
mean 
this 
Amended 
and 
Restated 
Deferred 
Compensation 
Plan, 
as 
evidenced by this 
written instrument, 
Participation Agreements, 
Election Forms, 
and any other 
forms 
as may be required by the Plan Administrator, 
as amended from time to time. For purposes of Section 
409A, the 
portion of 
the amounts 
deferred by 
a Participant 
and Deemed 
Investment 
gains or 
losses 
credited or 
debited thereon, 
shall be 
considered an 
elective account 
balance plan 
as defined 
in Treasury 
Regulations §1.409A-1(c)(2)(i)(A), 
or as otherwise provided by the 
Code; the portion of the amounts 
deferred 
as 
Long-Term 
Incentive 
Contributions 
together 
with 
Deemed 
Investment 
gains 
or 
losses 
credited 
or 
debited 
thereon, 
shall 
be 
considered 
a 
nonelective 
account 
balance 
plan 
as 
defined 
in 
Treasury 
Regulations §1.409A-1(c)(2)(i)(B), 
or as otherwise provided in the Code. 
1.32 
“
Plan Administrator
” shall 
mean the 
Committee as 
appointed by 
the Board 
pursuant 
to Article 12. 
A Participant 
may not participate 
in any 
action on a 
matter which 
applies solely 
to that 
person’s individual benefits under 
the Plan. 
1.33 
“
Plan Year
” shall 
mean, for 
the first 
Plan Year, 
the period 
beginning on 
the Effective 
Date and ending December 31 
of such calendar Year; 
and thereafter shall mean 
a twelve (12) month 
period 
beginning 
January 1 
of 
each 
calendar 
year 
and 
continuing 
through 
December 31 
of 
such 
calendar year during which the Plan is in effect. 
1.34 
“
Section 409A
” shall 
mean Code 
Section 409A 
and the 
Treasury 
Regulations or 
other 
authoritative guidance issued thereunder. 
1.35 
“
Separation from Service
” or 
“
Separates from Service
” shall 
mean a 
Participant has 
experienced a 
termination of 
employment with 
the Company. 
Whether a 
termination of 
employment 
or service has occurred is determined based on whether the 
facts and circumstances indicate that the 
Company and the Participant reasonably anticipated that no further services would 
be performed after 
a 
certain 
date 
or 
that 
the 
level 
of 
bona 
fide 
services 
the 
Participant 
would 
perform 
after 
such 
date 
(whether as 
an Employee 
or as 
an independent 
contractor) would 
permanently decrease 
to no 
more 
than 
twenty 
percent 
(20%) 
of 
the 
average 
level 
of 
bona 
fide 
services 
performed 
by 
the 
Participant 
(whether as an Employee or as an independent contractor) over the immediately preceding 36-month 
period (or 
the full 
period during 
which the 
Participant 
performed services 
for the 
Company, 
if that 
is 
less than 36 months). 

1.36 
“
Specified 
Time
” 
shall 
mean, 
with 
respect 
to 
a 
Participant’s 
In-Service 
Account, 
the 
date on which the In-Service Account shall 
be paid to the Participant. 

1.37 
“
Treasury 
Regulation
” 
or 
“
Treasury 
Regulations
” 
shall 
mean 
regulations 
promulgated by 
the Internal 
Revenue 
Service for 
the U.S. 
Department of 
the Treasury, 
as they 
may 
be amended from time to time. 
1.38 
“
Unforeseeable 
Emergency
” 
shall 
mean: 
(a) 
a 
severe 
financial 
hardship 
to 
a 
Participant 
resulting 
from 
an 
illness 
or 
accident 
of 
the 
Participant, 
the 
Participant’s 
spouse, 
the 
Participant’s 
Beneficiary, 
or 
the 
Participant’s 
dependents 
(as 
defined 
in 
Code 
Section 
152 
(without 
regard to Code 
Sections 152(b)(1), (b)(2), 
and (d)(1)(B)); 
(b ) loss of 
the Participant’s 
property due 
to casualty; 
or (c) 
other similar 
extraordinary and 
unforeseeable circumstances 
arising as a 
result of 
events 
beyond 
the 
control 
of 
the 
Participant. 
The 
Plan 
Administrator 
will 
determine 
whether 
a 
Participant incurs an 
Unforeseeable Emergency 
based on the relevant 
facts and circumstances 
and in 
accordance with Treasury 
Regulations §1.409A-3(i)(3). 
1.39 
“
Valuation Date
” shall mean the date 
through which Deemed Investment gains and/or 
losses are 
credited or 
debited to 
a Participant’s 
Account(s). For 
purposes of 
providing benefits 
under 
the terms 
of the 
Plan, the 
Valuation 
Date shall 
be the 
event date 
triggering payment 
of the 
Account 






5 
under the terms of the Plan, or such date as close to the payment date as is administratively feasible. 
The Valuation 
Date shall 
be interpreted 
as each 
day at 
the close 
of business 
of the 
New York 
Stock 
Exchange (currently 4:00 
p.m. Eastern Time), on 
days that the New York 
Stock Exchange is open 
for 
trading 
or 
any 
other 
day 
on 
which 
there 
is 
sufficient 
trading 
in 
securities 
of 
the 
applicable 
fund 
to 
materially affect 
the unit 
value of 
the fund 
and the 
corresponding unit 
value of 
the Participant's Deemed 
Investment Option(s). 

1.40 
“
Year of 
Service
” shall 
mean a 
consecutive twelve 
(12) month 
period during 
which a 
Participant 
is 
employed 
on 
a 
full-time 
basis 
by 
the 
Company, 
inclusive 
of 
any 
approved 
leaves 
of 
absence, beginning on the Participant’s 
date of hire. 
ARTICLE 2 
ELIGIBILITY AND PARTICIPATION 
2.1 
Selection
. Participation 
in this 
Plan shall 
be limited 
to those 
Eligible Employees 
of the 
Company or Affiliates, as determined by the 
Plan Administrator in its sole and 
absolute discretion. 

2.2 
Enrollment 
Requirements
. 
As 
a 
condition 
of 
participation 
in 
this 
Plan, 
each 
Eligible 
Employee 
shall 
complete, 
execute, 
and 
submit 
to the 
Plan 
Administrator 
a Participation 
Agreement, 
Beneficiary Designation Form, and any other Election 
Forms required by the Plan Administrator 
within 
the time specified 
by the Plan 
Administrator in 
accordance with the 
terms and conditions 
of the Plan. 
In 
addition, 
the 
Plan 
Administrator 
shall 
establish 
such 
other 
enrollment 
requirements 
as 
it 
deems 
necessary or advisable. 

2.3 
Re-employment
. The re-employment of a 
former Participant by the Company shall not 
entitle 
such 
individual 
to 
become 
a 
Participant 
hereunder. 
Such 
individual 
shall 
not 
become 
a 
Participant until the individual 
is again designated as an 
Eligible Employee in accordance 
with Section 
2.1. 
If 
a 
Participant 
who 
has 
experienced 
a 
Separation 
from 
Service 
is 
receiving 
installment 
distributions pursuant to the terms 
of the Plan and is re-employed 
by the Company, 
distributions due 
to the Participant shall not be suspended. 
2.4 
Ceasing to be an Eligible 
Employee
. The Plan Administrator 
may remove an Eligible 
Employee from 
further active 
participation in 
the Plan 
at its 
discretion. If 
this occurs, 
the Participant 
shall not have additional amounts credited to the Long 
-Term 
Incentive Contribution Account and shall 
be 
prevented 
from 
making 
Participant 
Deferral 
Elections 
for 
subsequent 
Plan 
Years 
or 
Performance 
Periods. 
Any 
existing 
Deferral 
Election 
shall 
continue 
in 
effect for 
the 
remainder 
of the 
Plan 
Year 
or 
Performance Period and 
may only be cancelled in accordance with Sectio 
n 
3.4(b) hereof. 

2.5 
Termination of Participation
. A 
Participant will cease 
to be 
a Participant as 
of the 
date 
on which his or her entire Account balance has 
been distributed or forfeited. 
ARTICLE 3 
DEFERRAL ELECTIONS 
3.1 
Minimum 
and 
Maximum
 
Deferral 
Limits. 
For 
each 
Plan 
Year 
and/or 
Performance 
Period (as 
applicable), if 
offered by the 
Company, 
a Participant 
shall specify 
the percentage 
or dollar 
amount 
of 
Base 
Salary 
and/or 
Bonus 
Compensation 
to 
be 
deferred 
subject 
to 
the 
minimums 
or 
maximums (if any) established by the 
Plan Administrator and communicated 
to the Participant on the 
Election Form. 

3.2 
Deferral Elections
 
– First Year 
of Eligibility. 
(a) 
Application
. 
This 
Section 
3.2 
applies 
to 
each 
Eligible 
Employee 
who 
first 
becomes 
eligible 
to 
participate 
in 
the 
Plan. 
The 
Plan 
Administrator 
shall 
determine 
(in 
accordance 
with 
Treasury 
Regulation 
§1.409A-2(a)(7)(ii)) 
the 
date 
upon 
which 
a 
Participant 






6 
who ceased being eligible to participate 
in the Plan, can again 
become eligible to participate in 
the Plan. 

(b) 
Deferral Election
. An 
Eligible Employee 
described in 
Section 3.2(a) 
may elect 
to defer receipt of Base Salary earned during such Plan Year or his or her Bonus Compensation 
earned during a Performance 
Period by filing 
a Deferral Election with 
the Plan Administrator 
in 
accordance with the following rules: 
(i) 
Timing; Irrevocability
. The Deferral Election must 
be filed with the 
Plan 
Administrator by, 
and shall become irrevocable 
as of, 
the thirtieth (30th) 
day following 
the 
Participant’s 
Eligibility 
Date 
(or 
such 
earlier 
date 
as 
specified 
by 
the 
Plan 
Administrator). 
(ii) 
Base Salary
. The Deferral Election 
shall only apply 
to Base Salary 
earned 
during such 
calendar year beginning 
with the 
first payroll period 
that begins immediately 
after the date the 
Deferral Election becomes 
irrevocable. Base Salary 
payable after 
the 
last day of a calendar year 
solely for services performed during 
the final payroll period, 
described in Section 3401(b) of the Code, 
containing December 31 of such year shall be 
treated as earned during the subsequent calendar 
year. 
(iii) 
Bonus Compensation
. Where a Deferral Election is filed in the first year 
of 
eligibility 
but 
after 
the 
commencement 
of 
the 
Performance 
Period, 
then, 
except 
as 
otherwise provided 
in Section 
3.3 below, 
the Deferral 
Election shall 
only apply 
to that 
portion of 
Bonus Compensation 
earned for 
such Performance 
Period 
equal to 
the total 
amount of 
the Bonus 
Compensation earned 
during such 
Performance 
Period multiplied 
by 
a 
fraction, 
the 
numerator 
of 
which 
is 
the 
number 
of 
days 
beginning 
on 
the 
day 
immediately after the 
date that the 
Deferral Election becomes irrevocable and 
ending on 
the last 
day of 
the Performance Period, 
and the 
denominator of 
which is 
the total 
number 
of days in the Performance Period. 
3.3 
Annual 
Deferral 
Elections
. 
Unless 
Section 
3.2 
applies, 
each 
Eligible 
Employee 
may 
elect to 
defer receipt of 
Base Salary 
for a 
Plan Year or 
his or 
her Bonus 
Compensation for 
a Performance 
Period, by filing a Deferral Election 
with the Plan Administrator in accordance 
with the following rules: 
(a) 
Base Salary
. The 
Deferral Election with 
respect to 
Base Salary 
must be 
filed with 
the Plan 
Administrator by, and shall 
become irrevocable following, 
December 31 (or 
such earlier 
date as specified by the Plan Administrator 
on the Deferral Election ) of the calendar 
year next 
preceding the calendar year for which such 
amounts would otherwise be earned. 
(b) 
Bonus 
Compensation
. 
The 
Deferral 
Election 
with 
respect 
to 
Bonus 
Compensation 
must 
be 
filed 
with 
the 
Plan 
Administrator 
by, 
and 
shall 
become 
irrevocable 
following, 
December 31 
(or 
such 
earlier 
date 
as 
specified 
by 
the 
Plan 
Administrator 
on 
the 
Deferral Election) 
of the 
calendar year 
next preceding 
the first 
day of 
the Performance 
Period 
for which 
such Bonus 
Compensation 
would 
otherwise be 
earned. If 
the Company 
has a 
fiscal 
year other 
than the 
calendar year, 
Bonus Compensation 
relating to 
services in 
the fiscal 
year 
of the Company, of which no amount is paid or payable during the fiscal year, 
may be deferred 
at 
the 
Participant’s 
election 
if 
the 
Deferral 
Election 
is 
made 
not 
later 
than 
the 
close 
of 
the 
Company’s fiscal year next preceding 
the first fiscal year in which the Participant performs 
any 
services for which 
such Bonus 
Compensation is 
payable. Any 
Deferral Election 
with respect 
to 
Bonus Compensation 
that constitutes 
“
performance-based compensation
” under 
Treasury 
Regulation 
§1.409A-1(e)(1), 
must 
be 
filed 
with 
the 
Plan 
Administrator 
by, 
and 
shall 
become 
irrevocable as of, 
the date that is six (6) 
months before the end of 
the applicable Performance 
Period 
(or 
such 
earlier 
date 
as 
specified 
by 
the 
Plan 
Administrator 
on 
the 
Deferral 
Election), 
provided that 
in no 
event may 
such Deferral 
Election be 
filed after 
such Bonus 
Compensation 
has become “
readily ascertainable
” within the meaning of Section 409A. 
3.4 
Duration and Cancellation of Deferral 
Elections. 







7 
(a) 
Duration
. 
Once 
irrevocable, 
a 
Deferral 
Election 
shall 
only 
be 
effective 
for 
the 
Plan Year 
or Performance 
Period with 
respect to 
which such 
election was 
timely filed 
with the 
Plan Administrator. 
Except as provided in Section 3.4(b), a 
Deferral Election, once irrevocable, 
cannot be cancelled or altered during a Plan Year 
or Performance Period. 

(b) 
Cancellation
. 
Pursuant 
to 
Treasury 
Regulation 
§1.409A-3(j)(4)(viii), 
the 
Plan 
Administrator must cancel a Participant's Deferral Election due to an Unforeseeable Emergency 
distribution. If a 
Participant’s Deferral Election is cancelled, the Participant may 
complete a new 
Deferral 
Election 
for 
a 
subsequent 
Plan 
Year 
or 
Performance 
Period, 
only 
in 
accordance 
with 
Section 3.3. 
ARTICLE 4 
ACCOUNT ALLOCATION AND DISTRIBUTION 
ELECTIONS 
4.1 
Establishment and Maintenance 
of Participant Account(s).
 
The Plan Administrator 
shall establish and 
maintain a Deferral 
Account, a Long-Term 
Incentive Contribution 
Account, and an 
In-Service Account 
for each 
Plan Year, 
as applicable, 
in the 
name of 
each Participant, 
and any 
other 
subaccounts deemed necessary by the Plan Administrator for proper tracking of the 
benefit obligation. 

4.2 
Account Allocation
. Concurrent with any Deferral Election, a Participant may make an 
irrevocable 
election 
to 
allocate 
all 
or a 
portion 
of his 
or her 
elected 
Deferral 
Amount 
to a 
Plan 
Year 
Deferral 
Account 
and/or 
a 
Plan 
Year 
In-Service 
Account. 
To 
the 
extent 
that 
a 
Participant 
does 
not 
designate the Account to which Deferral Amounts will be allocated for a Plan 
Year, 
or such designation 
is ambiguous or does not comply with the terms of the Plan, such Deferral 
Amounts shall be allocated 
and credited to 
the Participant’s 
Plan Year 
Deferral Account. 
Long-Term 
Incentive Contributions 
shall 
not be 
allocated to 
an In-Service 
Account, and 
instead shall 
be allocated 
to a 
Participant’s 
Plan Year 
Long-Term 
Incentive Contribution Account. 

4.3 
In-Service Account Elections
. If a Participant 
elects to allocate Deferral Amounts 
for 
a Plan 
Year 
into an 
In-Service Account 
in accordance 
with Section 
4.2, the 
Participant shall 
make an 
election as to the year in 
which payment will be made or 
commence from that In-Service Account (the 
“
Specified Time
”). A Participant may elect to receive a distribution of a Plan Year 
In-Service Account 
no 
sooner 
than 
January 1st 
of the 
fifth 
(5th) 
Plan 
Year 
following 
the 
Plan 
Year 
of the 
deferral. 
(For 
example: 
If 
a 
Participant 
elects 
to 
allocate 
2022 
Deferral 
Amounts 
into 
an 
In-Service 
Account, 
the 
earliest 
date 
these 
Deferral 
Amounts 
could 
be 
distributed 
would 
be 
January 1, 
2027). 
A 
Participant 
must also elect 
whether a Plan Year In-Service Account will 
be paid in 
a lump sum or 
in four (4) annual 
installments. To 
the extent 
that the 
elections are 
ambiguous or 
do not 
comply with 
the terms 
of this 
Section, then that In-Service Account shall be paid 
at the earliest permissible date in accordance with 
this Section and/or in a lump sum. 
4.4 
Other Distribution 
Elections
. A 
Participant’s 
Account shall 
be paid 
to the 
Participant 
or Beneficiary in accordance with the terms of the 
payment events described in Article 8. 

(a) 
Separation 
from 
Service
. 
Within 
thirty 
(30) 
days 
following 
a 
Participant’s 
Eligibility 
Date, a 
Participant 
must elect 
whether 
to be 
paid in 
a lump 
sum or 
in five 
(5), ten 
(10), or 
fifteen (15) 
annual installments for 
Separation from Service. 
Thereafter, coinciding with 
each annual 
enrollment, Participants 
will make 
a separate 
distribution 
election for 
Separation 
form 
Service 
which 
will 
apply 
to 
the 
following 
Plan 
Year’s 
Deferral 
Account 
and 
Long-Term 
Incentive Contribution 
Account. To 
the extent 
that these 
distribution elections 
are ambiguous 
or do not comply with 
the terms of this Section, 
a Participant shall 
be deemed to have 
elected 
to be 
paid in 
ten (10) 
annual installments. 
Notwithstanding 
the above, 
pursuant to 
the terms 
of the Prior Plan, 
Participants were 
allowed a one-time 
election upon plan 
entry as to the time 
and 
form 
of 
payment 
for 
distribution 
of 
amounts 
contributed 
to 
the 
Plan 
prior 
to 
January 1, 
2022. 

(b) 
Death
. 
Within 
thirty 
(30) 
days 
following 
a 
Participant’s 
Eligibility 
Date, 
a 
Participant must elect whether to be paid 
in a lump sum or in five (5), ten (10), or fifteen 
(15) 






8 
annual installments for death. To the extent that the distribution election is ambiguous or does 
not comply with the terms 
of this Section, a Participant 
shall be deemed to 
have elected to be 
paid in ten (10) 
annual installments. 
Notwithstanding the above, 
pursuant to the 
terms of the 
Prior 
Plan, 
Participants 
were 
allowed 
a 
one-time 
election 
upon 
plan 
entry 
as 
to 
the 
form 
of 
payment for 
amounts contributed 
to the 
Plan prior 
to January 1, 
2022. For 
those Participants 
enrolled in 
the Plan 
at the 
time of 
this amendment and 
restatement, a 
new one-time 
distribution 
election 
for 
death 
may 
be 
made 
for 
amounts 
contributed 
to 
the 
Plan 
on 
or 
after 
January 1, 
2022. 

ARTICLE 5 
CREDITING OF AMOUNTS 
5.1 
Withholding and 
Crediting of 
Deferral Amounts
. For 
each Plan 
Year, 
the Base 
Salary 
portion of 
the Deferral 
Amount shall 
be withheld 
from each 
regularly scheduled 
payroll in 
approximately 
equal amounts (or as otherwise 
specified by the Plan Administrator), as adjusted 
from time to time 
for 
increases 
and 
decreases 
in 
Base 
Salary 
(if 
the 
Participant’s 
Deferral 
Election 
is 
expressed 
as 
a 
percentage). 
The 
Bonus 
Compensation 
portion 
of the 
Deferral 
Amount 
shall 
be 
withheld 
as 
soon as 
administratively 
feasible following 
the time 
the Bonus 
Compensation 
otherwise would 
be paid 
to the 
Participant, whether or not this occurs 
during the Plan Year or Performance Period as the 
case may be. 
Participant 
Deferral 
Amounts 
shall 
be 
credited 
to 
the 
Participant 
Deferral 
Account 
and/or 
to 
an 
In-
Service Account as soon as administratively feasible following the time such amounts would otherwise 
have been paid to a Participant. 
5.2 

Crediting of 
Long-Term Incentive Contributions
. Each 
Plan Year, the Company may 
credit a Long-Term 
Incentive Contribution to the Plan on behalf of a Participant in such amount as the 
Company shall determine 
in its sole 
discretion. The Company 
is under no 
obligation to credit 
a Long-
Term 
Incentive 
Contribution 
for a 
Plan 
Year, 
and 
Long-Term 
Incentive 
Contributions, 
if made, 
need 
not 
be 
uniform 
among 
Participants. 
Any 
Long-Term 
Incentive 
Contribution 
shall 
be 
credited 
to 
a 
Participant's 
Long-Term 
Incentive 
Contribution 
Account 
on 
such 
date 
as 
determined 
by 
the 
Plan 
Administrator. 
ARTICLE 6 
DEEMED INVESTMENT GAINS OR LOSSES 
6.1 
Deemed 
Investment 
Options
. 
The 
Plan 
Administrator 
will 
determine 
the 
available 
Deemed 
Investment 
Options 
for 
purposes 
of 
crediting 
or 
debiting 
the 
Deemed 
Investment 
gains 
or 
losses to the Account. 
The Plan Administrator may discontinue, substitute, or 
add Deemed Investment 
Options in its sole discretion on a prospective 
basis. Any discontinuance, substitution, 
or addition of a 
Deemed 
Investment 
Option 
will 
take 
effect 
as 
soon 
as 
administratively 
practicable. 
The 
Deemed 
Investment 
Options 
are 
to 
be 
used 
for 
measurement 
purposes 
only, 
and 
the 
Plan 
Administrator’s 
selection of any such 
Deemed Investment Option, 
the allocation of such 
Deemed Investment Options 
to the Account, the calculation of additional amounts, and 
the crediting or debiting of such amounts to 
the Account 
shall not 
be considered 
or construed 
in any 
manner as 
an actual 
investment of 
the Account. 
The Plan Administrator 
will not 
be responsible 
in any 
manner to any 
Participant, Beneficiary 
or other 
person for 
any 
damages, 
losses, liabilities, 
costs 
or expenses 
of any 
kind 
arising 
in 
connection 
with 
any 
designation 
or 
elimination 
of a 
Deemed 
Investment 
Option. 
Without 
limiting 
the 
foregoing, 
the 
Account shall 
at all 
times be 
a bookkeeping 
entry only 
and shall 
not represent 
any investment 
made 
on his or her 
behalf by the 
Plan Administrator. 
A Participant 
(or Beneficiary) shall 
at all times 
remain 
an unsecured 
creditor of 
the Company. 
Any liability 
or obligation 
of the 
Company to 
any Participant, 
former 
Participant, 
or 
Beneficiary 
with 
respect 
to 
a 
right 
to 
payment 
shall 
be 
based 
solely 
upon 
contractual obligations created by this 
Plan. 
6.2 
Participant’s 
Allocation 
of 
Deemed 
Investment 
Options
. 
Each 
Participant 
shall 
have the right to direct the Plan Administrator as to how the Participant’s Deferral Amounts and Long-
Term 
Incentive Contributions shall be deemed to be invested 
among the Deemed Investment Options 
offered 
under 
the 
Plan, 
subject 
to 
any 
rule, 
policy, 
practice 
or 
procedure 
adopted 
by 
the 
Plan 






9 
Administrator. 
As 
of each 
Valuation 
Date, 
the 
Participant’s 
Account(s) 
will 
be 
credited 
or debited 
to 
reflect the 
performance 
of the 
Deemed 
Investment 
Options elected 
by the 
Participant. 
If a 
Deemed 
Investment 
Option 
selected 
by 
a 
Participant 
sustains 
a 
loss, 
the 
Participant’s 
Account(s) 
shall 
be 
reduced to reflect such loss. If 
the Participant fails 
to elect a Deemed Investment 
Option the Deemed 
Investment shall be based on an investment 
as may be established by the Plan 
Administrator. 

6.3 
Participant 
Responsibilities
. 
Each 
Participant 
is 
solely 
responsible 
for 
any 
and 
all 
consequences of 
his or 
her investment directions 
made pursuant 
to this 
Article 6. 
Neither the 
Company, 
any 
of its 
directors, 
officers 
or 
employees, 
nor 
the 
Plan 
Administrator 
has 
any 
responsibility 
to 
any 
Participant or 
other person 
for any 
damages, losses, 
liabilities, costs 
or expenses 
of any 
kind arising 
in connection with any investment 
direction made by a Participant pursuant 
to this Article 6. 
6.4 
No Required 
Investment of 
Company Assets
. Notwithstanding 
anything contained 
herein to the 
contrary, 
the Company 
reserves the right 
to invest its 
assets, including 
any assets that 
may have been 
set aside for the purpose 
of funding the benefits 
to be provided under 
the Plan, at its 
own discretion, and such 
assets shall remain the property 
of the Company, 
or may be held in 
a trust, 
as the case may be, subject to the claims 
of the general creditors of the Company, 
and no Participant 
shall have any 
right to any 
portion of such 
assets other 
than as an 
unsecured general 
creditor of the 
Company. 
ARTICLE 7 
VESTING / FORFEITURES / TAXES 
7.1 
Participant Accounts
. A Participant shall 
at all times be one hundred 
percent (100%) 
vested in his or her Deferral Account 
and In-Service Account(s). 

7.2 
Long-Term 
Incentive 
Contribution 
Account
. 
Unless 
otherwise 
stated 
in 
a 
Participant’s 
Participation 
Agreement, Long-Term 
Incentive Contributions 
shall be 
tracked 
separately 
for each 
Plan 
Year 
and 
shall 
become 
one hundred 
percent 
(100%) 
vested 
on December 
31st 
of the 
fifth 
(5th) 
Plan 
Year 
following 
the 
year 
such 
contribution 
is 
credited 
to 
the 
Plan. 
For 
example: 
a 
contribution 
credited 
in 
December 
2021 
will 
100% 
vest 
on 
12/31/2026; 
a 
contribution 
credited 
in 
December 2022 will 100% vest on 12/31/2027; 
and so on. 

7.3 
Acceleration 
of 
Vesting
. 
Notwithstanding 
any 
vesting 
schedule 
to 
the 
contrary, 
a 
Participant shall become one hundred percent (100%) vested upon the earlier of 
the following events: 
(a) attainment of age sixty 
(60) with five (5) Years of Service 
or (b) the Company’s Change in 
Control. 
Additionally, 
the 
Company 
may 
accelerate 
a 
Participant’s 
vesting 
at 
any 
time 
in 
its 
sole 
discretion 
provided that such acceleration complies 
with Section 409A. 
7.4 
Forfeitures
. Notwithstanding any other provision to the contrary herein, in the event a 
Participant’s 
employment is involuntarily 
terminated for Cause, 
no benefits of 
any kind will 
be due or 
payable 
by 
the 
Company 
under 
the 
terms 
of 
this 
Plan 
from 
the 
Participant’s 
Long-Term 
Incentive 
Contribution 
Account, 
for 
amounts 
contributed 
on 
or 
after 
the 
date 
of 
this 
amendment 
and 
restatement, 
and 
all 
rights 
of 
the 
Participant, 
his 
or 
her 
designated 
Beneficiary, 
executors, 
or 
administrators, 
or 
any 
other 
person, 
to 
receive 
payments 
thereof 
shall 
be 
forfeited. 
Additionally, 
a 
Participant will forfeit any portion 
of an Account that is not vested upon Separation 
from Service. 
7.5 
Taxes 
and Withholding
. 
Deferral 
Amounts, 
Long-Term 
Incentive 
Contributions, 
and 
Deemed Investment gains and/or losses on 
each are subject to 
the Federal Insurance Contribution Act 
(FICA) and 
the Federal 
Unemployment Tax 
Act (FUTA) 
to the 
extent provided 
under applicable 
Code 
provisions, and 
benefits payable under 
the Plan are 
subject to 
all applicable 
federal, state, city, income, 
employment or 
other taxes 
as may 
be required 
to be 
withheld or 
paid. A 
Participant is 
solely responsible 
for the payment of all individual tax liabilities 
relating to any such benefits. 






10 
ARTICLE 8 
PAYMENT OF ACCOUNT(S) 
8.1 
Payments in General. 

(a) 
Payment Events
. 
(i) 
A 
Participant 
(or, 
in 
the 
event 
of 
the 
death 
of 
the 
Participant, 
the 
Participant’s 
Beneficiary) shall 
be entitled 
to a 
benefit equal 
to the 
Participant’s 
vested 
Account(s) balance as of the earliest payment 
event to occur under Article 8. 
(ii) 
Unless the vested 
balance of a Participant’s 
In-Service Account 
has been 
paid earlier in accordance with 
this Article 8, the Participant shall 
be entitled to a 
benefit 
equal to such vested Account balance at the Specified 
Time. 

(b) 
Source of 
Payments
. The 
Company will 
pay, from its 
general assets, 
the portion 
of any benefit 
payable pursuant 
to this Article 
8 that is attributable 
to a Participant’s 
Account, 
and all costs, charges and expenses relating thereto. 

(c) 
Calculation 
of 
Installment 
Payments
. 
The 
amount 
of 
each 
subsequent 
installment shall 
be determined 
by dividing 
the value 
of the 
Participant’s 
Account(s) as 
of the 
December 31st preceding each installment by 
the number of installments 
remaining to be paid. 
(By way of 
example, if 
the Participant is 
to receive 
payment in annual 
installments over a 
period 
of five (5) years, the 
first payment shall equal 
1/5 of the Account balance. 
The following year, 
the payment shall be 1/4 
of the Account balance. The 
final installment payment shall 
be equal 
to the balance of the Account(s), calculated as of the applicable 
anniversary date.) Any unpaid 
Account balance 
shall continue 
to be 
deemed to 
be credited 
or debited 
with Deemed 
Investment 
gains 
or 
losses 
pursuant 
to 
Article 
6, 
in 
which 
case 
any 
deemed 
income, 
gains, 
losses, 
or 
expenses 
shall 
be 
reflected 
in 
the 
actual 
payments. 
Notwithstanding 
any 
election 
of 
installments, if a Participant’s vested Account balance at the due date of the first installment 
is 
ten thousand 
dollars 
($10,000.00) 
or 
less, 
excluding 
In-Service 
Accounts, 
payment 
of 
the 
vested Account 
balance shall 
be made 
instead in 
one (1) 
lump sum 
payment, and no 
installment 
payments shall be available hereunder. 
(d) 
Changes in Timing or Form 
of Distributions
. Upon the Company’s 
approval, 
a 
Participant 
may 
delay 
the 
time 
of 
payment 
or 
change 
the 
form 
of 
payment 
as 
expressly 
provided 
under 
this 
Section 
8.1(d) 
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: 

(i) 
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; 
(ii) 
If 
the 
Subsequent 
Deferral 
Election 
relates 
to 
a 
payment 
based 
on 
Separation from Service 
or at a Specified 
Time, the Subsequent 
Deferral Election 
must 
result in 
payment 
being 
deferred for 
a period 
of not 
less than 
five (5) 
years 
from the 
date the first amount was scheduled to be 
paid; 

(iii) 
If 
the 
Subsequent 
Deferral 
Election 
relates 
to 
a 
payment 
at 
a 
Specified 
Time, the Participant 
must make the Subsequent 
Deferral Election not 
less than twelve 
(12) months before the date the first amount was 
scheduled to be paid. 

For purposes of 
applying this Section 
8.1(d), installment payments shall 
be treated 
as a 
“
single 
payment.
” 
Any 
election 
made 
pursuant 
to 
this 
Section 
shall 
be 
made 
on 
such 
Election 
Forms 
or 






11 
electronic media as is 
required by the Plan Administrator, 
in accordance with the 
rules established by 
the Plan Administrator and shall comply 
with all requirements of Section 409A. 
8.2 
Separation from Service
. Except as otherwise stated in Section 8.6, 
in the event of a 
Participant’s Separation 
from Service (other than for death), the Company shall pay to the Participant 
his or 
her vested 
Account balance in 
the form 
of payment 
elected by 
the Participant pursuant 
to Section 
4.4(a). 
Payment 
shall 
be 
made 
or 
commence 
six 
(6) 
months 
following 
the 
date 
of 
Separation 
from 
Service 
based 
on 
the 
value 
of the 
Account 
as 
close 
to 
the payout 
date as 
administratively 
feasible. 
Subsequent installments, 
if any, 
shall be 
paid on 
January 15th 
of each 
calendar year 
thereafter 
and 
calculated in 
accordance with 
Section 8.1(c). 
In the 
event of 
a Participant’s 
death after 
installments 
have commenced, 
as applicable, 
but prior 
to the 
receipt of 
all installments 
owed, the 
Company shall 
continue 
to 
pay 
any 
remaining 
installments 
to 
the 
Participant’s 
Beneficiary 
in 
accordance 
with 
the 
schedule the installments would have otherwise 
been paid to the Participant. 
8.3 
Death 
While 
Employed
. 
Except 
as 
otherwise 
stated 
in 
Section 
8.6, 
in 
the 
event 
a 
Participant dies 
while employed 
by the 
Company, the Company shall 
pay to 
the Participant’s Beneficiary 
the Participant’s 
vested Account 
balance, in 
the form of 
payment elected 
by the 
Participant pursuant 
to 
Section 
4.4(b). 
Payment 
shall 
be 
made 
or 
commence 
six 
(6) 
months 
following 
the 
date 
of 
the 
Participant’s death 
based on the 
value of the 
Account as close 
to the payout 
date as administratively 
feasible. 
Subsequent 
installments, 
if 
any, 
shall 
be 
paid 
on 
January 15th 
of 
each 
calendar 
year 
thereafter and calculated in accordance with Section 
8.1(c). 
8.4 
Payment at a Specified Time
. A Participant shall be paid the vested balance of an In-
Service 
Account 
in 
the 
time 
and 
form 
of 
payment 
elected 
by 
the 
Participant 
on 
his 
or 
her 
timely 
submitted Election Form 
in accordance with Section 
4.3. Payment 
shall be made 
or commence at the 
Specified Time, with 
subsequent installments, if any, paid on 
the anniversary of the 
Specified Date and 
calculated in accordance with Section 8.1(c). 

8.5 
Payment due to an Unforeseeable Emergency
. A Participant shall have the 
right to 
request, 
on 
a 
form 
provided 
by 
the 
Plan 
Administrator, 
a 
payment 
of 
all 
or 
a 
portion 
of 
his 
or 
her 
vested 
Deferral 
Account 
balance, in 
a lump 
sum payment 
due to 
an 
Unforeseeable 
Emergency. 
The 
Plan Administrator shall have the sole discretion to determine, in 
accordance with the standards under 
Section 409A, whether to grant such a 
request and the amount to be paid pursuant to 
such request. 

(a) 
Determination of Unforeseeable 
Emergency
. Whether a Participant 
is faced 
with an Unforeseeable 
Emergency permitting 
a lump sum 
payment is to 
be determined 
based 
on the relevant facts 
and circumstances of 
each case, but, in 
any case, a payment 
on account 
of an Unforeseeable Emergency may not be made to 
the extent that such emergency is or may 
be relieved 
through reimbursement or 
compensation from 
insurance or 
otherwise, by 
liquidation 
of the Participant’s 
assets, to the extent 
the liquidation of 
such assets would 
not cause severe 
financial 
hardship, 
or 
by 
cessation 
of 
deferrals 
under 
the 
Plan. 
Payments 
because 
of 
an 
Unforeseeable Emergency 
must be 
limited to 
the amount 
reasonably necessary 
to satisfy 
the 
emergency 
need 
(which 
may 
include 
amounts 
necessary 
to 
pay 
any 
federal, 
state, 
local, 
or 
foreign income taxes 
or penalties reasonably anticipated to result 
from the payment). 

(b) 
Payment of Account
. Payment 
shall be made 
within thirty (30) 
days following 
the determination by 
the Plan Administrator 
that a payment 
will be 
permitted under this 
Section 
8.5. 
8.6 
Prior 
Plan 
Distributions
. 
For 
Participants 
enrolled 
in 
the 
Plan 
as 
of the 
date 
of 
this 
amendment and restatement, 
distributions for 
Accounts established 
prior to the 
2022 Plan Year 
shall 
be made in accordance with the terms of 
the Prior Plan. For purposes of clarity, those distributions are 
as follows: 






12 
(a) 
In General
. Upon entry into the Prior Plan, Participants were allowed to elect to 
be 
paid 
either 
(i) 
upon 
Separation 
from 
Service 
or 
(ii) 
upon 
the 
earlier 
of 
Separation 
from 
Service or an 
in-service payment 
date elected 
by the 
Participant that 
was the 
first day 
of any 
month coincident with or next following attainment 
of age sixty-five (65). 
(b) 

Separation 
from 
Service 
prior 
to 
age 
55
. 
In 
the 
event 
of 
a 
Participant’s 
Separation from 
Service (other 
than for 
death) prior 
to age 
fifty-five (55), 
the Company 
shall 
pay to the Participant his 
or her vested Account balance, based 
on the value of the Account 
as 
close to the 
payout date 
as administratively 
feasible, in a 
lump sum, 
six (6) months 
following 
the date of Separation from Service. 

(c) 
Separation from 
Service on 
or after 
age 55
. In 
the event 
of a 
Participant’s 
Separation from Service on 
or after age 
fifty-five (55), the Company shall 
pay to the 
Participant 
his 
or 
her 
vested 
Account 
balance, 
in 
the 
number 
of 
annual 
installments 
elected 
by 
the 
Participant upon his 
or her 
initial enrollment into 
the Plan. 
Payment shall be 
made or commence 
six (6) months following the date 
of Separation from Service based on the value of 
the Account 
as close to the 
payout date as 
administratively feasible. 
Subsequent installments, 
if any, 
shall 
be 
paid 
on 
January 15th 
of 
each 
calendar 
year 
thereafter 
and 
calculated 
in 
accordance 
with 
Section 8.1(c). 
(d) 
Death While 
Employed
. In 
the event 
of a 
Participant’s 
death while 
employed 
by the 
Company, 
the Company 
shall pay 
to the 
Participant his 
or her 
vested Account 
balance 
in the 
number of 
annual installments elected 
by the 
Participant upon his 
or her 
initial enrollment 
into the Plan. Payment shall be made or commence six (6) months following the date of death, 
based 
on 
the 
value 
of 
the 
Account 
as 
close 
to 
the 
payout 
date 
as 
administratively 
feasible. 
Subsequent installments, if any, shall be paid on January 15th of each calendar year thereafter 
and calculated in accordance with Section 8.1(c). 
(e) 
Prior Plan 
In-Service Payment 
Date
. If 
a Participant 
elected to 
be upon 
the 
earlier 
of 
Separation 
from 
Service 
or 
an 
in-service 
payment 
date, 
and 
the 
Participant 
is 
still 
employed on the elected in-service payment date, 
payment shall be made or commence 
on the 
date elected by 
the Participant 
based on the 
value of 
the Account 
as close 
to the 
payout date 
as administratively 
feasible. Subsequent 
installments, if 
any, 
shall be paid 
on January 15th 
of 
each calendar year thereafter and calculated in 
accordance with Section 8.1(c). 
8.7 
Permissible Accelerations
. Except as 
specifically permitted herein or 
in other sections 
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). 
8.8 
Specified Employee of a Public 
Company
. If a Participant is 
considered a “
specified 
employee
” of a public company, pursuant to Code Section 409A(a)(2)(B)(i), then solely to the extent 
necessary to 
avoid 
penalties 
under Section 
409A, 
payments 
to be 
made as 
a result 
of a 
Separation 
from Service under 
this Article may 
not commence 
earlier than 
six (6) months 
after the 
Participant’s 
Separation from 
Service. In 
the event 
a distribution 
is delayed 
pursuant to 
this paragraph, 
any amounts 
otherwise payable during the six months shall be accumulated and paid in 
a lump sum on the first 
day 
of the seventh month following Separation 
from Service. 






13 
8.9 
Rights of Participant and Beneficiary
. 
(a) 
Creditor 
Status 
of 
Participant 
and 
Beneficiary
. 
The 
Plan 
constitutes 
the 
unfunded, unsecured promise 
of the 
Company to make payments 
to a Participant or 
Beneficiary 
in 
the 
future 
and 
shall 
be 
a 
liability 
solely 
against 
the 
general 
assets 
of 
the 
Company. 
The 
Company shall 
not be 
required to 
segregate, set 
aside or 
escrow any 
amounts for 
the benefit 
of a Participant 
or Beneficiary. 
A Participant 
and Beneficiary shall 
have the 
status of a 
general 
unsecured creditor 
of the Company 
and may 
look only to 
the Company 
and its general 
assets 
for payment of benefits under the Plan. 
(b) 
Investments
. 
In 
its 
sole 
discretion, 
the 
Company 
may 
acquire 
insurance 
policies, annuities 
or other 
financial vehicles 
for the 
purpose of 
providing 
future assets 
of the 
Company 
to 
meet 
its 
anticipated 
liabilities 
under 
the 
Plan. 
Such 
policies, 
annuities 
or 
other 
investments 
shall at 
all 
times be 
and 
remain unrestricted 
general 
property 
and assets 
of the 
Company. 
A Participant 
and his or 
her designated 
Beneficiary shall 
have no 
rights, other than 
as general 
creditors, 
with respect 
to such 
policies, 
annuities 
or other 
acquired assets. 
In the 
event 
that 
the 
Company 
purchases 
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 sole owner and beneficiary 
of any 
such insurance 
policy 
or property 
and 
shall 
possess 
and 
may 
exercise 
all 
incidents 
of 
ownership 
therein. 
A 
Participant 
further 
agrees 
to 
sign 
any 
forms 
and 
consent 
necessary 
for 
such 
life 
insurance 
including 
the 
consent 
under 
Code 
Section 
101(j) 
for 
the 
Company 
to 
be 
owner 
and 
beneficiary 
of 
the 
insurance 
on 
the 
Participant’s 
life. 
If 
the 
Company 
chooses 
to 
obtain insurance 
on the 
life of 
a Participant 
in connection 
with its 
obligations under 
this Plan, 
the 
Participant 
hereby 
agrees 
to 
take 
such 
physical 
examinations 
and 
to 
truthfully 
and 
completely 
supply 
such 
information 
as 
may 
be 
required 
by 
the 
Company 
or 
the 
insurance 
company designated by the Company. No insurance policy with regard to any director, 
“
highly 
compensated employee,
” or “
highly compensated individual,
” as defined in Code Section 
101(j) 
shall 
be 
acquired 
before 
satisfying 
the 
Code 
Section 
101(j) 
“
Notice 
and 
Consent
” 
requirements. 
8.10 
Discharge 
of Obligations
. 
The 
payment 
to a 
Participant 
or his 
or her 
Beneficiary 
of 
the 
Account 
balance 
in 
full 
shall 
discharge 
all 
obligations 
of 
the 
Company 
to 
such 
Participant 
or 
Beneficiary under the Plan. 
ARTICLE 9 
BENEFICIARY DESIGNATION 
9.1 
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 
designation. 
Each 
designation 
will 
revoke 
all 
prior 
designations 
by 
the 
same 
Participant, shall 
be in 
the form 
prescribed by 
the Company, 
and shall 
be effective 
only when 
signed by the Participant and filed with 
the Company during the Participant’s 
lifetime. 
(b) 
In the 
absence 
of a 
valid 
Beneficiary designation, 
or if, 
at the 
time any 
benefit 
payment is due to a Beneficiary, there is no living Beneficiary validly named by the Participant, 
the Company shall pay the 
benefit payment to the Participant’s spouse, if then 
living, and if the 
spouse is not then 
living to the 
executors or administrators 
of the estate 
of the Participant. 
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. 






14 
(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 designation. 

(d) 
If a question arises as to the existence or identity of anyone entitled to receive a 
death benefit payment 
under the Plan, 
or if a 
dispute arises 
with respect 
to any death 
benefit 
payment under 
the Plan, 
the Company 
may distribute 
the payment 
to the Participant’s 
estate 
without 
liability 
for 
any 
tax 
or 
other 
consequences, 
or 
may 
take 
any 
other 
action 
which 
the 
Company deems to be appropriate. 
9.2 
Information to be furnished by Participants and Beneficiaries
; Inability to Locate 
Participants or Beneficiaries. Any communication, 
statement or notice addressed to a Participant 
or to 
a Beneficiary at his or her 
last post office address as shown on the 
Company’s records shall be binding 
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. 
9.3 
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 10 
PLAN AMENDMENT 
10.1 
Right to Amend
. The Board may amend the 
Plan, at any time and with 
respect to any 
provisions 
hereof, 
and 
all 
parties 
hereto 
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. 

10.2 
Amendments Required 
By Law
. Notwithstanding 
the provisions of 
Section 10.1, the 
Plan may be amended 
by the Company at any 
time, retroactively if required, if 
found necessary, in the 
opinion of the 
Company, 
without written 
consent of Participants 
and Beneficiaries, 
in order to 
ensure 
that the 
Plan is 
characterized 
as a 
“
top-hat
” plan 
of deferred 
compensation maintained 
for a 
select 
group of 
management or 
highly compensated 
employees as 
described under 
ERISA sections 
201(2), 
301(a)(3), and 401(a)(1), 
to conform the 
Plan to the provisions 
of Section 409A, and 
to conform the 
Plan to the 
requirements of any other 
applicable law (including but 
not limited to 
ERISA and the Code). 

ARTICLE 11 
PLAN TERMINATION 
11.1 
Company’s Right to Suspend Plan
. 

The Board reserves 
the right to suspend 
the operation of 
the Plan for a 
fixed or indeterminate 
period of time, in its sole discretion. 
In the event of a suspension of the Plan, during the period of the 
suspension, the Plan Administrator 
shall continue all aspects 
of the Plan other than 
crediting of Long-
Term 
Incentive Contributions, and Deferral 
Amounts shall be suspended effective 
with the first day of 
the Plan 
Year 
following the 
date the 
Plan is 
suspended. Payments 
of distributions 
will continue 
to be 
made during the period of the suspension in accordance 
with Article 8. 






15 
11.2 
Plan 
Termination 
and 
Liquidation 
under 
Section 
409A
. 
The 
Board 
reserves 
the 
right to terminate the 
Plan at any 
time without the 
consent of Participants. 
Notwithstanding anything 
to the 
contrary 
in Section 
11.1, any 
acceleration 
of the 
payment 
of benefits 
due to 
Plan termination 
and 
liquidation 
shall 
comply 
with 
the 
following 
subparagraphs, 
but 
only 
as 
permitted 
in 
accordance 
with Section 409A 
and Treasury Regulation §1.409A-3(j)(4)(ix). The Plan Administrator may 
distribute 
all 
Participants’ 
vested 
Account 
balances, 
determined 
as 
of the 
date 
of 
the 
termination 
of 
the 
Plan, 
subject to the terms below: 
(a) 
Upon the 
Board’s 
termination 
of this 
and all 
other arrangements 
that would 
be 
aggregated 
with 
this 
Plan 
pursuant 
to 
Treasury 
Regulation 
§1.409A-1(c) 
if 
a 
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 
the 
Participant’s 
gross income 
in the latest 
of: (i) the 
calendar year 
in which 
the Plan terminates; 
(ii) the calendar 
year in which 
the amount is 
no longer subject 
to a substantial 
risk of 
forfeiture; 
or (iii) the first calendar year in which the 
payment is administratively practicable; 
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 so 
the Participant 
and all 
participants in 
the 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 12 
PLAN ADMINISTRATION 
12.1 
General 
Plan 
Administration
. 
The 
Board 
or its 
designee 
shall 
appoint 
a Committee 
consisting of 
not less 
than three 
(3) persons 
to administer 
the Plan. 
Any member 
of the 
Committee 
may at any time 
be removed, with 
or without cause, 
and his or her 
successor appointed by 
the Chief 
Executive Officer of 
the Company or 
his or 
her designee, and 
any vacancy caused 
by death, 
resignation 
or other 
reason shall 
be filled 
by the 
Chief Executive 
Officer of 
the Company 
or 
his or her 
designee. 
The Committee shall 
be the Plan 
Administrator and in general 
shall be responsible 
for the management 
and administration of the Plan. The Committee shall 
have full power to administer the Plan in all of its 
details, subject to 
applicable requirements 
of law. 
No member of 
the Committee who 
is an Employee 
of the Company shall receive compensation for 
his or her services 
to the Plan. The fiscal records 
of the 
Plan shall be maintained on the basis of the Plan 
Year. 
12.2 
Plan 
Administrator 
Authority
. 
The 
Plan 
Administrator 
shall 
enforce 
this 
Plan 
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 
Participants and 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; 






16 
(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 Participants, 
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 no 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. 
 
12.3 

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 
(whether 
in 
a 
meeting 
or 
by 
written 
action). 
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. 
12.4 
Indemnification of Committee Members
The Company 
shall indemnify 
and hold 
harmless each 
member of 
the Committee 
against any 
and 
all 
liability, 
claims, 
damages 
and 
expense 
(including 
all 
expenses 
reasonably 
incurred 
in 
the 
Committee member’s 
defense in 
the event 
that the 
Company fails 
to provide 
such defense 
upon the 
Committee Member’s 
written request) 
which the 
Committee member 
may incur 
while acting 
in good 
faith in the administration of the Plan. 
12.5 
Compliance with Section 409A
. 
(a) 
Notwithstanding 
anything 
contained 
herein 
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 Participants are not 
subject to any 
tax liability 
or interest 
penalty, 
by reason 
of the 
application 
of Code 
Section 409A(a)(1) 
as a 
result of any failure to comply with all the requirements of Section 409A, and this Section shall 
be interpreted 
in light 
of, 
and consistent 
with, such 
requirements. This 
Section shall 
apply to 
distributions under 
the Plan, 
but only 
to the 
extent 
required 
in order 
to avoid 
taxation 
of, 
or 
interest 
penalties 
on, 
a 
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. 






17 
ARTICLE 13 
CLAIMS PROCEDURES 
13.1 
Claims 
Procedure
. 
This 
Article 
is 
based 
on 
Department 
of 
Labor 
Regulation 
Section 
2560.503-1. 
If any 
provision 
of this 
Article 
conflicts with 
the requirements 
of those 
regulations, the 
requirements of those 
regulations will prevail. A 
Claimant who has 
not received benefits 
under the Plan 
that he or she believes should be paid 
shall make a claim for such benefits as 
follows: 

(a) 
Initiation
 
- Written Claim. The Claimant 
initiates a claim by 
submitting a written 
request 
for 
the 
benefits 
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. 

(b) 
Timing of 
Company Response
. The 
Plan Administrator 
shall respond 
to such 
Claimant within ninety (90) days 
after receiving the claim. If 
the Plan Administrator determines 
that 
special 
circumstances 
require 
additional 
time 
for 
processing 
the 
claim, 
the 
Plan 
Administrator 
can 
extend 
the response 
period 
by an 
additional 
ninety 
(90) 
days 
by notifying 
the Claimant in writing 
prior to the end 
of the initial 
90-day period that 
an additional period is 
required. 
Any 
notice 
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. 
13.2 

Review Procedure
. If the Plan Administrator denies the claim, 
in whole or in part, the 
Claimant shall have 
the opportunity 
for a full 
and fair review 
by the 
Plan Administrator 
of the denial, 
as follows: 

(a) 
Initiation
 
- Written 
Request. 
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) 
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. 






18 
(c) 
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. 

(d) 
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. 

(e) 
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). 

13.3 
Calculation of Time Periods
. For purposes of the 
time periods specified in this Article, 
the period 
of time 
during which 
a benefit 
determination 
is required 
to be 
made begins 
at the 
time a 
claim 
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. 
13.4 
Exhaustion of Remedies
. 
A Claimant must follow the 
claims review procedures under 
this Plan and exhaust his or her administrative 
remedies before taking any further action with respect 
to a claim for benefits. 
13.5 
Failure of Plan 
to Follow Procedures
. If 
the Plan fails 
to establish or 
follow the claims 
procedures required by this Article, a Claimant 
shall be deemed to have exhausted 
the administrative 
remedies available 
under the 
Plan and 
shall be 
entitled to 
immediately pursue 
any available 
remedy 
under 
ERISA 
Section 
502(a) 
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. 







19 
ARTICLE 14 
THE TRUST 
14.1 
Establishment of Trust
. The Company may establish a grantor trust (the 
“
Trust
”), of 
which the Company is the grantor, 
within the meaning of subpart E, part I, subchapter J, 
subtitle A of 
the Code, to pay benefits under this Plan. To 
the extent such benefits are not paid from the Trust, 
the 
benefits shall 
be paid 
from the 
general 
assets of 
the Company. 
The Trust 
(if any) 
shall be 
a grantor 
trust 
similar 
to 
the 
terms 
of 
the 
model 
trust 
as 
described 
in 
IRS 
Revenue 
Procedure 
92-64, 
I.R.B. 
1992-33, as same 
may be amended 
or modified from 
time to time. 
If the Company 
establishes a Trust, 
the 
assets 
of 
the 
Trust 
will 
be 
subject 
to 
the 
claims 
of 
the 
Company’s 
creditors 
in 
the 
event 
of 
its 
insolvency. Except 
as may otherwise be provided under the Trust, the Company shall not be obligated 
to set 
aside, earmark, 
or escrow 
any funds 
or other 
assets to 
satisfy its 
obligations under 
this Plan, 
and a Participant and/or his or her 
designated Beneficiaries shall not have any property interest in any 
specific assets of 
the Company other 
than the unsecured 
right to receive 
payments from the 
Company, 
as provided in this Plan. 
14.2 
Interrelationship of the Plan and the Trust
. The provisions of this Plan shall govern 
the rights of a Participant 
to receive distributions pursuant 
to this Plan. The provisions 
of the Trust 
(if 
established) 
shall 
govern 
the rights 
of a 
Participant 
and the 
creditors 
of the 
Company 
to the 
assets 
transferred to the Trust. The Company and each Participant shall at all times 
remain liable to carry out 
its obligations under this 
Plan. The Company’s 
obligations under this Plan 
may be satisfied with 
Trust 
assets distributed pursuant to the terms of the 
Trust. 
14.3 
Contribution to the Trust
. Amounts may be contributed by the Company to the Trust 
at the sole discretion of the Company. 
ARTICLE 15 
MISCELLANEOUS 
15.1 
Validity
. In case any provision of this 
Plan shall be illegal or invalid for any reason, 
said 
illegality or invalidity 
shall not affect 
the remaining parts 
hereof, 
but this Plan 
shall be construed 
and 
enforced as if such illegal or invalid 
provision had never been inserted 
herein. 

15.2 
Nonassignability
. Neither 
a Participant 
nor any 
other 
person 
shall 
have 
any 
right 
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. 
15.3 
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 any Participant. Nothing in 
this Plan shall be 
deemed to give 
a Participant 
the right to be 
retained in the 
service of the Company 
as an Employee 
or otherwise, or 
to interfere with 
the right of 
the Company 
to discipline 
or discharge 
the Participant at any time. 







20 
15.4 
Governing Law
. The 
Plan shall be 
administered, construed and governed 
in all respects 
under and by the laws of the State of Mississippi, without reference to the principles of conflicts of law 
(except and to the extent preempted by 
applicable federal law). 

15.5 
Notice
. 
Any 
notice, 
consent 
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, 
it shall 
be sent 
by United 
States certified 
mail, postage 
prepaid, addressed 
to the 
addressee’s 
last known 
address as 
shown on 
the records 
of the 
Company. 
The date 
of 
such mailing 
shall 
be 
deemed 
the 
date 
of notice 
consent 
or demand. 
Any 
person 
may 
change 
the 
address 
to 
which 
notice 
is 
to 
be 
sent 
by 
giving 
notice 
of 
the 
change 
of 
address 
in 
the 
manner aforesaid. 
15.6 
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. 
15.7 
Unclaimed Benefits
. In the case of 
a benefit payable 
on behalf of a 
Participant, if the 
Plan Administrator is unable to 
locate such Participant or his or 
her Beneficiary after reasonable efforts 
have been 
undertaken 
by the 
Plan Administrator 
to locate 
such party(ies), 
such Plan 
benefit may 
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 interest from the date it would have otherwise 
been paid. 
15.8 
Classification 
of 
Retirement 
Payments
. 
A 
termination 
of 
employment 
at 
or 
after 
attainment 
of 
age 
sixty-two 
(62) 
shall 
be 
considered 
as 
retirement, 
and 
payments 
from 
the 
Plan 
subsequent 
to 
termination 
of 
employment 
at 
or 
after 
age 
sixty-two 
(62) 
shall 
be 
considered 
as 
retirement payments. 
IN WITNESS WHEREOF, 
the Company adopts this Plan as of the 
Effective Date written above. 

CAL-MAINE FOODS, 
INC.: 
By: 

Title: 

Printed Name: