CAL-MAINE FOODS, INC. DEFERRED COMPENSATION PLAN

Employee Benefits Plan Agreement

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CAL MAINE FOODS INC

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Title: CAL-MAINE FOODS, INC. DEFERRED COMPENSATION PLAN
Governing Law: Mississippi Date: 1/4/2007
Industry: AGRLIV Sector: NONCYC

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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.

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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.

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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.

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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.

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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