CAL-MAINE FOODS INC

Echo Lake Purchase Agreement

On

April 8, 2025,

the

Company

entered

into

a

Securities

(the

“Purchase

Agreement”),

with

Echo

Lake

Foods,

Inc.

(“Echo

Lake

Foods”),

Scott

Meinerz,

as

Sellers’

Representative,

and

certain

selling

entities

owned

by

the

Wisconsin-based

Meinerz

family

(collectively,

the

“Sellers”).

Under

the

the

Company

has

agreed

to

acquire Echo

related companies

(collectively,

the “Echo

Lake Company

Group”) for

a cash

purchase

approximately $258 million, excluding

expected tax

assets resulting from

the transaction,

to be

funded from

available

cash

on

hand

(the

“Echo

Lake

Acquisition”).

The

purchase

price

is

subject

to

customary

working

capital

and

related

adjustments.

Echo

was

founded

in 1941

and

acquired by

the

Meinerz

family

in

1981. Based

in

Burlington, Wisconsin,

Echo

Lake

Foods

produces,

packages,

markets

and

distributes

ready-to-eat

egg

and

breakfast

foods,

waffles,

pancakes, scrambled

eggs, frozen

cooked omelets, egg

patties, toast and

diced eggs.

Echo Lake Foods

had annual

revenues of

Index

approximately $240 million

in 2024.

Foods will

operate as

a stand-alone

component of

integrated

operations with its four production facilities strategically located in Wisconsin, Indiana and Kentucky.

The transaction

is expected

to close

in the

fourth fiscal

The transaction

is not

subject to

approval by

the

Company’s stockholders

or by the

equityholders of any

member of the

Echo Lake Company

Group. The consummation

of the

Echo Lake Acquisition

is subject to

customary closing conditions, including,

among others, (i) the

expiration or termination of

the applicable waiting

period under the

Hart-Scott-Rodino Antitrust Improvements

Act of 1976,

as amended (the

“HSR Act”),

accuracy

of

the

representations

and

of

each

party

(subject

to

certain

materiality

qualifiers),

and

(iii) the

performance in all material respects by each party of its obligations under the Purchase

Agreement. The Company’s obligations

are also conditioned upon the absence of a material adverse effect on the Echo Lake Company Group.

The Purchase

Agreement also

contains customary

representations, warranties

and covenants,

including covenants

by the

Echo

Lake

Company Group

to conduct

its business

in

the ordinary

course consistent

with past

practice

and to

refrain from

taking

certain actions prior to the closing of the transaction without the Company’s

consent. In addition, the Sellers and the Echo Lake

Group have agreed

not to directly

or indirectly solicit

competing acquisition proposals

or to

enter into discussions

concerning,

or provide confidential information in connection with, any unsolicited competing acquisition proposals.

If

the

Echo

Lake

Acquisition

has

not

closed by

July 7, 2025

(“Outside

Date”),

then

either

the

Sellers’

Representative or

the

Company

may

terminate

the

Agreement.

However,

if

the

closing

has

not

occurred

solely

because

the

waiting period under the HSR Act

has not expired or been terminated,

and all other conditions to closing

have been satisfied or

waived

(other than

those pre-closing

restructuring steps

and

conditions that

by

their terms

are to

be satisfied

at

the closing),

either the Company or the Sellers’ Representative may extend the Outside Date for up to an additional 30 days.

The

foregoing

summary

of

the

Purchase Agreement

and

the

transactions contemplated

by

the

Agreement does

not

purport

to

be

complete

and

is

subject

to,

and

qualified

in

its

entirety

by,

the

full

text

of

the

Purchase Agreement,

a

copy

of

which is attached to this

Form 10-Q as Exhibit 10.5 and is incorporated

herein by reference. The Purchase Agreement

has been

to

provide

investors

and

stockholders

with

its

terms.

It

is

not

intended

to

provide

any

other

factual

about

the

or

the

Echo

Lake

Company

Group.

The

representations,

and

covenants

contained in the

Purchase Agreement were

made only for

purposes of the

Purchase Agreement as

of the specific

dates therein,

were

solely

for

the

benefit

of

the

parties

to

the

may

be

subject

to

limitations

agreed

upon

by

the

contracting parties,

including being

qualified by

confidential disclosures

made for

the purposes

of

allocating contractual

risk

between the parties to the Purchase Agreement instead of establishing these matters

as facts, and may be subject to standards of

materiality

to

the

contracting

parties

that

differ

from

those

to

investors.

Investors

are

not

third-party

beneficiaries

under

the

and

should

not

rely

on

the

representations,

and

covenants

or

any

descriptions thereof

as characterizations

of the

actual state

of facts

or condition

of the

Company or

the Echo

Lake Company

Group. Moreover, information concerning

the subject matter of the

representations and warranties may change

after the date of

the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Severance and Change in Control Agreements

Effective as of April 8, 2025, the Company entered into a Severance and Change in Control Agreement (each, an “Agreement”)

with

each

of

Sherman

Miller,

Max

Bowman,

Todd

Walters,

Rob

Holladay

and

Scott

Hull

(each,

an

“Executive”

and

collectively,

the “Executives”).

The Agreements

continue in

effect through

May 31,

2030, after

which they

will automatically

renew

for

additional one-year

periods unless

prior

written notice

of

non-renewal

is

provided by

in

with the terms of the Agreement.

Under each

Agreement, if

terminates the

Executive without

Cause or

the Executive

terminates employment

for

Good Reason during the term of

the Agreement and prior to a

Change in Control (as such terms

are defined in the Agreement),

the Executive will receive

a lump-sum cash payment

equal to the sum

of (a) an amount

in lieu of his

annual bonus for the

year

of

termination

equal

to

the

average

of

the

annual

bonuses

awarded

to

the

for

the

three

fiscal

years

immediately

preceding

the termination

date (the

“Termination

Bonus”), plus

(b)

two times

for Mr.

Miller

and one

and

one-half times

for

each other

Executive the

sum of

(i) the

Executive’s

in effect

at the

time of

termination plus

average of

the

annual bonuses awarded to

the Executive for the

three fiscal years immediately

preceding the termination date.

In addition, the

Company shall continue

to provide insurance

and welfare benefits

to the Executive

until the

earlier of the

third anniversary of

the termination date or the date the Executive accepts new employment (the “Benefit Continuation”).

Additionally,

if

the

Company

or

its

successor

terminates

the

during

the

two-year

period

a

Change

in

Control, other than

by reason of

death, disability or

Cause, or the

Executive terminates employment for

Good Reason (as

such

terms

are

defined

in

the

Agreement),

the

will

receive

a

lump-sum

cash

payment

equal

to

the

sum

of

(a)

his

Termination

Bonus plus

(b) three

times for

Mr.

Miller and

two times

for each

other Executive

the sum

of (i)

the Executive’s

in effect

at the

termination date,

or if

higher, immediately

preceding the

Change in

Control (with

such base

salary

Index

being determined without

regard to any

reduction that would

provide the Executive

a basis to

terminate employment for

Good

Reason),

plus

(ii)

the

average

of

the

annual

cash

bonuses

paid

to

the

for

the

three

full

fiscal

years

immediately

preceding the date of the Change in Control,

or, if a higher amount

results, the termination date. In addition, the Company shall

provide

the

Benefit

Continuation.

If

any

part

of

the

payments

or

received

by

the

in

with

a

termination following a Change in Control constitutes an excess parachute payment under Section 4999 of the Internal Revenue

Code,

the

will

receive

the

greater

of

(a)

the

amount

of

such

payments

and

reduced

so

that

none

of

the

amount constitutes an

excess parachute payment,

net of income

taxes, or (b)

the amount of

such payments and

benefits, net of

income taxes and net of excise taxes under Section 4999 of the Internal Revenue Code.

The

Agreements

also

require

the

Executives

to

deliver

a

release

in

favor

of

the

Company

in

order

to

receive

the

severance

benefits.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the form

of the Severance and Change in Control Agreement, which is filed as Exhibit 10.6 hereto and incorporated herein by reference.

Performance Share Unit Awards

The Compensation

Committee (the

“Committee”) of the

Company’s Board

of Directors

has implemented

a new

performance-

based component under the Company’s

long-term executive compensation program, which provides for awards of performance

share units (“PSUs”) to certain key

executives. On April 8, 2025, the

Committee approved awards of PSUs to

each of Sherman

Miller, Max Bowman, Todd

Walters, Rob

Holladay, Adolphus Baker

and Scott Hull, which awards will be

effective on June 1,

(the

“Grant

Date”).

The

number

of

PSUs

granted,

which

amount

represents

the

target

award,

will

be

determined

by

dividing 40%

of each

executive’s current

by the

per share

closing price

of the

Company’s Common

Shares on

the

Grant Date, and

rounding down to

the nearest unit.

Each PSU represents

the right to

receive one Common

Share, provided the

applicable service and performance conditions are met. Specifically, the terms of the PSUs provide that they will pay out

after a

three-year performance

period contingent

on (a)

the executive’s

continued service

through the

performance period,

except as

otherwise

in

the

Performance

Share

Unit

and

(b)

the

achievement

of

specific

goals

tied

to

the

two

equally

weighted

measures:

the

cumulative

EBITDA

and

relative

total

shareholder

return

to

a

peer

group.

Depending

on

the

level

of

achievement

of

these

two

measures

over

the

performance period, the PSUs will pay out between 0% and 150% of the target award.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the form

of the Performance Share Unit Agreement, which is filed as Exhibit 10.7 hereto and incorporated herein by reference.

Index