AMENDMENT NO. 1

to the

AMENDED AND RESTATEDCAL-MAINE FOODS, INC. 2012 OMNIBUS

LONG-TERM INCENTIVE PLAN

This Amendment No. 1, effectiveMarch 25, 2025 (the “Amendment Date”),amends the Amended

and Restated Cal-MaineFoods, Inc. 2012Omnibus Long-Term Incentive Plan (the“Plan”), which Planwas

adopted by the Board of Directors(the “Board”) of Cal-Maine Foods, Inc.(the “Company”) and approved

bytheCompany’sstockholdersonOctober2,2020.Capitalizedtermsusedandnototherwisedefined

herein shall have the meanings ascribed thereto in the Plan.

ARTICLE I

AMENDMENTS

The Plan is hereby amended as follows as of the Amendment Date to designate the Compensation

Committee of the Board as the administrator of the Plan:

1.Section 2.8 is amended and restated in its entirety as follows:

“2.8“

Committee

” meansthe CompensationCommittee ofthe Board,as furtherdescribed

in Article 3.”

2.Section 3.1 is amended and restated in its entirety as follows:

“3.1

Committee Composition

. The Committeeshall administer thePlan. The Committee

shall consistof atleast twoor moremembers ofthe Board,who shallbe appointedby the

Board. In addition, each member of the Committee shall meet the following requirements:

(a)Any listing standards prescribedby the principal securitiesmarket on which the

Company's equity securities are traded;

(b)Such requirementsas theSecurities andExchange Commissionmay establish

for administrators acting under plans in order forawards under such plans to qualify for the

exemption under Rule 16b-3 (or its successor) under the Exchange Act; and

(c)Any other requirements imposed by applicable law, regulations or rules.

ARTICLE II

GENERAL

Except as expressly set forth in Article I, this Amendment No. 1 does notby implication or otherwise alter,

modify, amend or in anyway affect anyof the otherterms, conditions, obligations,covenants or agreements

contained in the Plan,all of which areratified and affirmed inall respects andwill continue in fullforce and

effect.

* * * * * * *

I hereby certifythat the foregoingAmendment No. 1to Amended andRestated Cal-Maine Foods,

Inc. 2012 Omnibus Long-TermIncentive Plan was duly approvedby the Board ofDirectors of Cal-Maine

Foods, Inc. on March 25, 2025.

 

Executed on this 25

th

day of March, 2025.

/s/ Max Bowman

Max P.Bowman

VicePresident–ChiefFinancialOfficer,Treasurer,

and Secretary