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EXHIBIT 10.15
CAL-MAINE FOODS, INC.
DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS
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INTRODUCTION
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1-1
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1.01
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Establishment and Name of Plan.
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1-1
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1.02
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Intent and Status of Plan.
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1-1
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DEFINITIONS
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2.01
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Board
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2-1
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2.02
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Code
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2-1
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2.03
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Committee
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2-1
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2.04
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Compensation
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2-1
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2.05
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Deferred Compensation Account
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2-1
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2.06
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Disability
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2-1
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2.07
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Effective Date
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2-1
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2.08
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Employee
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2-2
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2.09
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Employer
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2-2
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2.10
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Employer Contribution Credits
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2-2
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2.11
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ERISA
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2-2
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2.12
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In-Service Payment Start Date
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2-2
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2.13
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Investment Credits
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2-2
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2.14
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Other Employer Credits
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2-2
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2.15
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Participant
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2-2
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2.16
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Plan
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2-2
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2.17
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Plan Year
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2-2
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2.18
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Valuation Date
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2-2
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ELIGIBILITY AND PARTICIPATION
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3-1
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3.01
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Eligibility.
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3-1
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3.02
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Participation.
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3-1
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ACCOUNTS
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4-1
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4.01
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Deferred Compensation Accounts.
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4-1
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4.02
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Employer Contribution Credits.
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4-1
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4.03
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Other Employer Credits.
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4-1
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4.04
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Investment Credits.
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4-1
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4.05
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Withholding for Payroll Taxes.
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4-2
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4.06
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Vesting.
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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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5.01
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In General.
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5-1
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5.02
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Distributable Events.
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5-1
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5.03
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Form of Payment.
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5-1
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5.04
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Timing of Payment.
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5-1
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5.05
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Determination of Payment Amount.
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5-2
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5.06
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Participant Elections Regarding
Payouts.
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5-2
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5.07
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Forced Lump Sum Payments.
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5-2
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5.08
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Designation of Beneficiaries.
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5-3
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5.09
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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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6.01
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Costs Borne by the Employer.
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6-1
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6.02
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Source of Benefit Payments and Medium of
Financing the Plan.
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6-1
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6.03
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Unfunded Status.
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6-1
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ADMINISTRATION
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7-1
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7.01
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General Administration.
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7-1
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7.02
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Committee Procedures.
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7-1
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7.03
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Facility of Payment.
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7-1
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7.04
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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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8.01
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Amendment and Termination.
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8-1
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GENERAL PROVISIONS
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9-1
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9.01
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Limitation of Rights.
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9-1
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9.02
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No Assignment or Alienation of
Benefits.
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9-1
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9.03
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Successors.
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9-1
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9.04
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Governing Law.
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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.
1 - 1
ARTICLE 2
DEFINITIONS
Each following word, term and phrase shall have
the following respective meanings whenever such word, term or
phrase is capitalized and used in any Article of this Plan unless
the context clearly indicates otherwise:
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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 - 1
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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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2 - 2
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.
3 - 1
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 made
in any manner that the Committee, in its sole discretion, may
direct. The "investment fund" shall consist of a
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