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1
FORM OF
AMENDED AND RESTATED
 
CAL-MAINE FOODS, INC. 2012 OMNIBUS LONG-TERM INCENTIVE PLAN
PERFORMANCE SHARE UNIT AGREEMENT
Unless otherwise defined herein, capitalized terms used in this Performance Stock Unit Agreement (this
 
“Agreement”)
shall have
 
the meanings
 
ascribed in
 
the Amended
 
and Restated
 
Cal-Maine Foods,
 
Inc. 2012
 
Long-Term
 
Incentive Plan,
 
as it
may be further amended from time to time (the “Plan”).
I
.
NOTICE OF PSU GRANT
 
A.
 
PSU Grant.
Cal-Maine Foods, Inc. (the “Company”
 
or “CALM”) is pleased to inform you
 
that, subject to the terms and conditions
of the Plan and this Agreement,
 
you have been granted performance stock units
 
(“PSUs”), each of which represents the
 
right to
receive one Common Share, subject to the terms and conditions set forth in this Agreement and the Plan,
 
as follows:
Participant Name:
 
________________________________________________
Grant Approval Date:
 
________________________________________________
Number of Target PSUs:
 
________________________________________________
Performance Period:
 
[Start of first Fiscal Year 1 through end of Fiscal Year
 
3]
Vesting
 
Date:
 
[Last
 
day
 
of
 
the
 
Performance
 
Period,
 
subject
 
to
 
the
 
Participant’s
 
continuous
 
employment
through such date, except as otherwise provided in Part II of this Agreement]
Performance Measures:
 
See the Performance Measures set forth on Exhibit A to this Agreement
Withholding Taxes:
 
[Use of Common Shares to cover withholding taxes approved]
B.
 
Target Award
 
.
The number of PSUs granted represents
 
the target award (the “Target
 
PSUs”). The actual number of PSUs
 
earned will
range from
 
0% to
 
150% of
 
the Target
 
PSUs and
 
will depend
 
on the
 
Company’s
 
level of
 
achievement and
 
certification of
 
the
Performance Measures during the Performance Period.
C.
 
Settlement of PSU Grant.
Following the end of the Performance Period, the Committee shall, within a reasonably practicable time, determine the
level of achievement of the Performance Conditions set forth in
 
Exhibit A and the number of PSUs, if any,
 
earned (the “Earned
PSUs”). Such determination shall be final, conclusive
 
and binding on the Participant, and on
 
all other persons, to the maximum
extent
 
permitted
 
by
 
law.
 
Payment
 
in
 
respect
 
of
 
the
 
Earned
 
PSUs
 
and
 
all
 
Related
 
Credits
 
(as
 
defined
 
below)
 
shall
 
be
 
made
following
 
the
 
Committee’s
 
determination
 
of
 
the
 
attainment of
 
the
 
Performance Measures;
 
but
 
in
 
any
 
event,
 
no
 
later
 
than
 
75
days following the end of the Performance Period (the “Settlement Date”).
II.
 
OTHER TERMS AND CONDITIONS OF THE PSU GRANT
 
A.
Dividend Equivalents.
 
The
 
PSUs
 
do
 
not
 
entitle
 
the
 
Participant
 
to
 
any
 
incidents
 
of
 
ownership
 
(including,
 
without
 
limitation,
 
dividend
 
and
voting rights) in any Common
 
Shares until the PSUs vest and
 
the Participant is issued the Common
 
Shares underlying
any Earned
 
PSUs.
 
Any Earned
 
PSUs shall
 
convey the
 
right to
 
receive (i)
 
the amount
 
of any
 
cash dividends
 
and (ii)
any Common Shares, securities, or other property distributed or distributable to which the Participant would have been
entitled had the Participant been a record
 
holder of one Common Share for each
 
Earned PSU at all times from the
 
first
day of the Performance Period until the Settlement Date (collectively, the “Related Credits”).
 
All such Related Credits
shall be
 
made notionally
 
to a
 
dividend equivalent
 
account (an
 
“Account”) established for
 
the Participant
 
with respect
to all
 
PSUs granted on
 
the same date.
 
All such
 
Related Credits shall
 
vest or be
 
forfeited at the
 
same time and
 
on the
same terms as the PSUs to which they relate.
 
B.
Impact of a Change in Control or Termination of Employment.
 
(i)
 
Change in
 
Control.
 
Without
 
limiting the
 
Committee’s
 
authority under
 
Section 12.3
 
of the
 
Plan, in
the event that a
 
Change in Control occurs
 
prior to the end
 
of the Performance Period,
 
then (a) the Performance
 
Period
shall
 
end
 
on
 
the
 
last
 
day
 
of
 
the
 
most
 
recently
 
completed
 
fiscal
 
quarter
 
that
 
ended
 
on
 
or
 
immediately
 
prior
 
to
 
the
consummation of the
 
Change in Control;
 
(b) the
 
number of
 
Common Shares that
 
may be
 
earned under this
 
Award,
 
if
any,
 
shall
 
be
 
calculated,
 
adjusted,
 
and
 
fixed
 
on
 
the
 
basis
 
of
 
actual
 
performance
 
through
 
such
 
date,
 
with
 
such
adjustment effective
 
upon the
 
consummation of
 
the Change
 
in Control;
 
and (c)
 
such number
 
of Common
 
Shares that
may be
 
earned under
 
this Award,
 
as adjusted
 
for performance,
 
and all
 
Related Credits
 
shall continue
 
to be
 
subject to
all other
 
terms and
 
conditions of this
 
PSU Agreement, and
 
shall payout no
 
later than 30
 
days following
 
the earlier of
(i)
 
the
 
last
 
day
 
of
 
the
 
original
 
three-year
 
Performance
 
Period
 
as
 
set
 
forth
 
in
 
Section
 
I(A),
 
or
 
(ii)
 
the
 
date
 
of
 
the
Participant’s
 
termination
 
of
 
continuous
 
Service
 
by
 
reason
 
of
 
the
 
Participant’s
 
termination
 
by
 
the
 
Company
 
without
Cause or Participant’s termination with Good Reason.
 
 
 
 
 
 
 
 
 
2
(ii)
 
Forfeiture
 
of
 
Unvested
 
Shares
 
Upon
 
Early
 
Termination
 
of
 
Service.
 
Except
 
as
 
provided
 
in
subparagraphs (i) and (iii)
 
through (v) below,
 
if the Participant ceases
 
to remain in
 
continuous Service for any
 
reason,
(i) all unvested PSUs provided for in this Agreement and
 
all Related Credits credited to the Participant’s
 
Account with
respect to such PSUs shall immediately be forfeited.
(iii)
 
Death
 
or
 
Disability.
 
In
 
the
 
event
 
of
 
the
 
Participant’s
 
Disability
 
or
 
death
 
during
 
the
 
Performance
Period,
then the number
 
of Target
 
PSUs and all
 
Related Credits with
 
respect to such
 
PSUs shall vest
 
as of the
 
date of
the termination
 
of Participant’s
 
continuous Service,
 
and shall
 
be delivered
 
within 30
 
days following
 
the Participant’s
termination of continuous Service, subject to any requirements under this Agreement, to the Participant, in the event of
his
 
or
 
her
 
Disability,
 
or
 
in
 
the
 
event of
 
the
 
Participant’s
 
death,
 
to
 
the beneficiary
 
or
 
beneficiaries designated
 
by
 
the
Participant, or if the Participant has not
 
so designated any beneficiary(ies), or if no
 
designated beneficiary survives the
Participant, such
 
shares shall
 
be delivered
 
to the
 
personal representative
 
of the
 
Participant’s
 
estate.
 
For purposes
 
of
this
 
Agreement,
 
“Disability”
 
means
 
that
 
the
 
Participant,
 
as
 
determined
 
by
 
the
 
Committee
 
in
 
its
 
sole
 
discretion,
 
is
unable
 
to
 
engage
 
in
 
any
 
substantial
 
gainful
 
activity
 
by
 
reason
 
of
 
any
 
medically
 
determinable
 
physical
 
or
 
mental
impairment which can be expected to
 
result in death or can
 
be expected to last for
 
a continuous period of not
 
less than
twelve (12) months.
 
(iv)
 
Retirement.
 
If the Participant’s
 
termination of continuous Service
 
is by reason of
 
Retirement, at the
time of
 
such termination,
 
the Committee
 
in its
 
sole discretion
 
may provide
 
that some
 
or all
 
of the
 
Target
 
PSUs shall
not
 
be
 
forfeited,
 
but
 
shall
 
remain
 
outstanding
 
and
 
vest
 
as
 
of
 
the
 
end
 
of
 
the
 
Performance
 
Period
 
based
 
on
 
the
Company’s
 
level
 
of
 
achievement
 
of
 
the
 
Performance
 
Measures
 
set
 
forth
 
on
 
Exhibit
 
A.
 
For
 
purposes
 
of
 
this
Agreement, “Retirement”
 
means a
 
termination of
 
continuous Service
 
after attainment
 
of the
 
requirements set
 
forth in
the retirement policy of the Company.
(v)
 
Without Cause
 
or For Good
 
Reason. Unless Section
 
II(B)(i) applies, if
 
the Participant’s
 
termination
of
 
continuous
 
Service
 
is
 
by
 
reason
 
of
 
the
 
Participant’s
 
termination
 
by
 
the
 
Company
 
without
 
Cause
 
or
 
Participant’s
termination
 
with
 
Good
 
Reason
 
the
 
PSUs
 
provided
 
for
 
in
 
this
 
Agreement
 
and
 
all
 
Related
 
Credits
 
credited
 
to
 
the
Participant’s Account
 
with respect to
 
such PSUs shall not
 
be forfeited, but
 
shall remain outstanding and
 
vest as of
 
the
end of
 
the Performance
 
Period based
 
on the
 
Company’s
 
level of
 
achievement of
 
the Performance
 
Measures set
 
forth
on Exhibit A.
C.
No Transfer Permitted.
 
The Participant
 
shall not,
 
and shall
 
not purport
 
to, sell,
 
assign, pledge
 
or otherwise
 
transfer any
 
PSUs or
 
the
Related Credits, or any interest therein, either voluntarily or by operation of law,
 
except by will, by the laws of descent
and distribution, or pursuant to a qualified domestic relations order.
 
D.
Tax Matters.
 
(i)
 
The
 
Participant
 
agrees
 
to
 
make
 
appropriate
 
arrangements
 
with
 
the
 
Company
 
(or
 
the
 
Parent,
Subsidiary or Affiliate employing or retaining the Participant) for the satisfaction of all Federal, state, local and foreign
income
 
and
 
employment
 
tax
 
withholding
 
requirements
 
applicable upon
 
the
 
vesting
 
or
 
settlement
 
of
 
the
 
PSUs.
 
The
Participant
 
acknowledges
 
and
 
agrees
 
that
 
the
 
Company
 
may
 
refuse
 
to
 
issue
 
the
 
Common
 
Shares
 
underlying
 
any
Earned PSUs
 
if such
 
withholding amounts
 
are not
 
delivered.
 
These arrangements
 
include payment
 
in cash,
 
but may
also include the
 
following with the
 
Company’s consent
 
(a) payment from
 
the proceeds of
 
the sale of
 
shares through a
Company-approved broker,
 
(b) withholding
 
Common Shares
 
that otherwise
 
would be
 
issued to
 
the Participant
 
upon
settlement of the Earned PSUs, (c) surrendering shares that the Participant
 
previously acquired or (d) withholding cash
from other
 
compensation.
 
The Fair Market
 
Value
 
of withheld or
 
surrendered Shares, determined
 
as of the
 
date when
taxes otherwise would have been withheld in cash, will be applied to the withholding taxes.
 
(ii)
 
This
 
Award
 
is
 
intended
 
to
 
satisfy
 
the
 
short-term
 
deferral
 
exception
 
to
 
the
 
requirements of
 
Section
409A
 
of
 
the
 
Code,
 
and
 
shall
 
be
 
interpreted,
 
construed
 
and
 
administered
 
in
 
accordance
 
with
 
such
 
exception.
 
Notwithstanding
 
anything
 
in
 
this
 
Agreement
 
to
 
the
 
contrary,
 
if
 
the
 
PSUs
 
constitute
 
“deferred
 
compensation”
 
under
Section
 
409A
 
of
 
the
 
Code
 
and
 
the
 
vesting
 
and
 
payout
 
of
 
any
 
PSUs
 
is
 
accelerated
 
pursuant
 
to
 
Section
 
II(B),
 
a
distribution
 
of
 
Shares
 
issuable
 
to
 
the
 
Participant
 
and
 
all
 
Related
 
Credits
 
due
 
the
 
Participant
 
shall
 
be
 
delayed
 
for
 
a
period of six months after the Participant’s
 
termination of continuous Service, if the Participant
 
is a Key Employee (as
defined in Section 409A of the Code) and if so
 
required pursuant to Section 409A of the Code, unless the
 
Participant’s
termination is due
 
to death.
 
If settlement of
 
the PSUs is
 
delayed, the PSUs
 
shall be settled
 
within 30 days
 
of the date
that is the six-month anniversary of the Participant’s termination of continuous Service. Notwithstanding any provision
to the contrary herein, distributions to be
 
made upon a termination of continuous Service hereunder
 
may only be made
upon a “separation
 
from service” as defined
 
under Section 409A
 
of the Code.
 
In no event
 
shall a Participant, directly
or indirectly, designate the calendar year of payment.
E.
Entire Agreement; Governing Law.
 
The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and
supersede in
 
their entirety
 
all prior
 
undertakings and
 
agreements of
 
the Company
 
and the
 
Participant with
 
respect to
the subject matter hereof, and may not
 
be modified adversely to the Participant’s
 
interest except by means of a writing
signed
 
by
 
the Company
 
and the
 
Participant. Subject
 
to
 
Article 9
 
of
 
the
 
Plan,
 
in
 
the
 
event of
 
a
 
conflict between
 
the
terms and conditions of
 
the Plan and the
 
terms and conditions of
 
this Agreement, the terms
 
and conditions of the
 
Plan
 
 
 
 
 
3
shall
 
prevail.
 
This
 
Agreement
 
is
 
governed
 
by
 
the
 
laws
 
of
 
the
 
state
 
of
 
Mississippi.
 
In
 
addition,
 
PSUs
 
(and
 
any
compensation paid
 
or Shares
 
issued hereunder)
 
are subject
 
to recoupment
 
in accordance
 
with The
 
Dodd–Frank Wall
Street
 
Reform
 
and
 
Consumer
 
Protection
 
Act
 
and
 
any
 
implementing
 
regulations
 
thereunder,
 
any
 
clawback
 
policy
adopted by the Company and any compensation recovery policy otherwise required by applicable law.
F.
No Rights to Assets.
 
The Participant
 
shall not
 
have any
 
interest in
 
any particular
 
assets of
 
the Company
 
by reason
 
of the
 
right to
 
earn an
Award
 
under
 
the
 
Plan
 
and
 
this
 
Agreement,
 
and
 
the
 
Participant
 
or
 
any
 
other
 
person
 
shall
 
have
 
only
 
the
 
rights
 
of
 
a
general unsecured creditor of the Company with respect to any rights under the Plan or this Agreement.
G.
No Right to Continued Employment.
 
Nothing in
 
this Agreement
 
shall confer
 
upon the
 
Participant any
 
right to
 
continue in
 
the employ
 
of the
 
Company or
any of its Subsidiaries, or
 
to interfere in any way
 
with the right of
 
the Company or any of
 
its Subsidiaries to terminate
the Participant’s Service with the Company or any of its Subsidiaries at any time.
H.
Other Documents.
The
 
Participant
 
acknowledges
 
receipt
 
of
 
and
 
the
 
right
 
to
 
receive
 
a
 
document
 
providing
 
the
 
information
 
required
 
by
Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus.
I.
Electronic Delivery of Documents.
The
 
Participant
 
agrees
 
to
 
accept
 
by
 
email, electronic
 
submission
 
or
 
any
 
other
 
means
 
requested
 
by
 
the
 
Company
 
all
documents relating to the Company, the Plan or this Agreement and all other documents that the Company is required
to deliver to its security holders (including, without limitation, disclosures that may be required by the U.S. Securities
and Exchange
 
Commission). The
 
Participant also
 
agrees that
 
the Company
 
may deliver
 
these documents
 
by posting
them on a website maintained by
 
the Company or by a third party
 
hired by the Company.
 
If the Company posts these
documents
 
on a
 
website, it
 
will notify
 
the Participant
 
by
 
email.
 
The
 
Participant acknowledges
 
that
 
he
 
or
 
she
 
may
incur costs
 
in connection
 
with electronic
 
delivery,
 
including the
 
cost of
 
accessing the
 
internet and
 
printing fees,
 
and
that
 
an
 
interruption
 
of
 
internet
 
access
 
may
 
interfere
 
with
 
the
 
Participant’s
 
ability
 
to
 
access
 
the
 
documents.
 
This
consent
 
will
 
remain
 
in
 
effect
 
until
 
the
 
Participant
 
gives
 
the
 
Company
 
written
 
notice
 
that
 
it
 
should
 
deliver
 
paper
documents.
J.
Insider Trading Policy
The
 
Participant
 
acknowledges
 
that
 
Participant
 
is
 
required
 
to
 
comply
 
with
 
the
 
Company’s
 
Amended
 
and
 
Restated
Trading
 
Policy as
 
a condition
 
of
 
employment and
 
as a
 
condition to
 
receiving the
 
Award.
 
Participant acknowledges
that Participant may not sell the Common Shares during certain periods as set forth in such policy.
* * * * *
By your signature and the signature of the Company’s representative below,
 
you and the Company agree that the PSUs
are granted
 
under and
 
governed by
 
the terms
 
and conditions
 
of the
 
Plan and
 
this Agreement.
 
By your
 
signature below,
 
you
accept this award and acknowledge and agree that you have reviewed the Plan and this Agreement in their entirety,
 
have had an
opportunity to
 
obtain the
 
advice of
 
counsel prior
 
to executing
 
this Agreement
 
and fully
 
understand all
 
provisions of
 
the Plan
and
 
this
 
Agreement.
 
You
 
hereby
 
agree
 
to
 
accept
 
as
 
binding,
 
conclusive
 
and
 
final
 
all
 
decisions
 
or
 
interpretations
 
of
 
the
Committee upon
 
any questions
 
relating to
 
the Plan
 
and this
 
Agreement.
 
You
 
further agree
 
to notify
 
the Company
 
upon any
change in the residence address indicated below.
This Agreement may
 
be executed in
 
counterparts, each of
 
which shall be
 
deemed an original,
 
but both of
 
which shall
constitute one and
 
the same instrument.
 
The parties acknowledge
 
and agree that
 
this Agreement may
 
be executed or
 
accepted
using
 
electronic,
 
stamped
 
or
 
facsimile
 
signatures,
 
and
 
that
 
such
 
a
 
signature
 
shall
 
be
 
legally
 
binding
 
to
 
the
 
same
 
extent
 
as
 
a
written signature by a party or party’s authorized representative.
PARTICIPANT:
 
CAL-MAINE FOODS, INC.
__________________________________________
 
By: ____________________________________
Signature
 
Name:__________________________________
Title:
 
__________________________________
 
__________________________________________
Print Name
Residence Address:
__________________________________________
4
__________________________________________
 
5
EXHIBIT A
[To be determined by the Committee in connection with each grant.]