EXHIBIT
10.15
CAL-MAINE FOODS,
INC.
DEFERRED COMPENSATION
PLAN
TABLE OF
CONTENTS
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1-1
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Establishment and Name of
Plan.
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1-1
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Intent and Status of Plan.
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1-1
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2-1
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2-1
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2-1
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2-1
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Deferred Compensation Account
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2-1
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2-1
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2-1
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2-2
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2-2
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Employer Contribution Credits
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2-2
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2-2
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In-Service Payment Start Date
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2-2
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2-2
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2-2
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2-2
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2-2
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2-2
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2-2
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ELIGIBILITY AND PARTICIPATION
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3-1
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3-1
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3-1
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4-1
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Deferred Compensation
Accounts.
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4-1
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Employer Contribution Credits.
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4-1
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4-1
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4-1
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Withholding for Payroll Taxes.
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4-2
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4-2
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DISTRIBUTION OF DEFERRED COMPENSATION
BENEFITS
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5-1
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5-1
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5-1
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5-1
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5-1
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Determination of Payment
Amount.
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5-2
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Participant Elections Regarding
Payouts.
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5-2
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Forced Lump Sum Payments.
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5-2
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Designation of Beneficiaries.
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5-3
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Withholding on Distributions.
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5-3
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FINANCING AND UNFUNDED STATUS
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6-1
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Costs Borne by the Employer.
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6-1
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Source of Benefit Payments and Medium of
Financing the Plan.
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6-1
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6-1
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7-1
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7-1
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7-1
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7-1
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Indemnification of Committee
Members.
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7-1
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AMENDMENT AND TERMINATION OF
PLAN
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8-1
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Amendment and Termination.
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8-1
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9-1
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9-1
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No
Assignment or Alienation of Benefits.
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9-1
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9-1
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9-2
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ARTICLE 1
INTRODUCTION
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1.01
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Establishment and Name of
Plan.
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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.”
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1.02
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Intent and Status of
Plan.
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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.
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:
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2.01
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“Board”
means the Board of Directors of the
Employer.
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2.02
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“Code”
means the Internal Revenue Code of 1986, as
amended from time to time.
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2.03
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“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.
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2.04
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“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.
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2.05
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“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.
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2.06
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“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.
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Whether or not a Participant meets the above
condition will be determined solely and exclusively by the
Committee.
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2.07
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“Effective
Date” means December
28, 2006, the date the Plan was established.
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2.08
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“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).
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2.09
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“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.
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2.10
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“Employer Contribution
Credits” means amounts
credited by the Employer to a Participant’s Deferred
Compensation Account pursuant to
Section 4.02.
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2.11
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“ERISA”
means the Employee Retirement Income Security
Act of 1974, as amended from time to time.
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2.12
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“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.
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2.13
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“Investment
Credits” means amounts
credited by the Employer to a Participant’s Deferred
Compensation Account pursuant to
Section 4.04.
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2.14
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“Other Employer
Credits” means amounts
credited by the Employer to a Participant’s Deferred
Compensation Account pursuant to
Section 4.03.
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2.15
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“Participant”
means an eligible Employee participating in the
Plan pursuant to the provisions of Article 3
hereof.
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2.16
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“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.
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2.17
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“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).
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2.18
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“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
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.
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.
ARTICLE 4
ACCOUNTS
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4.01
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Deferred Compensation
Accounts.
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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.
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4.02
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Employer Contribution
Credits.
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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.
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4.03
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Other Employer
Credits.
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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.
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
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