1
INSIDER
TRADING
POLICY AND
RELATED
MATTERS
1.
General Applicability
of Policy
This Policy applies
to all transactions
in the securities of Cal
-Maine Foods,
Inc. and
its direct and
indirect subsidiaries
(collectively,
the “Company”),
including all classes of
stock, options
for all classes of
stock and
any
other securities the
Company
may
issue from time
to time, such
as preferred
stock, restricted
stock, restricted
stock units,
warrants
and
convertible
debentures,
as well as to
derivative
securities relating
to the
Company’s
stock, whether
or not issued by
the Company,
such as
exchang
e-traded
options
(“Company’s
securities”).
Except
as otherwise stated
below, the
Policy applies to such
securities
regardless of
whether they
are held in a
brokerage
account,
a KSOP or similar account,
through an
employee
stock purchase
plan
or otherwise. Transactions
subject
to this Policy include purchases,
sales and
gifts. The Policy also applies
to transactions
in the
securities of
other companies
in certain circumstances
as set forth
below. The Policy applies
to all officers
of the
Company,
all member
s
of the
Company’s
Board
of Directors, and
all employees
of, and
consultants
and
contractors
to, the
Company.
This group of people,
and
members
of their immediate
families, members
of their households,
and
their controlled
entities, are
referred to in
this Policy
as “Insiders.”
For purposes
of this Policy,
“immediate
family” means
any family
members whose
transactions
in the Company’s
securities are
directed by
an
Insider or subject
to an
Insider’s influence
or control, and
“controlled entities”
means
any
entity when
transactions
in the Company’s
securities by the entity
are directed
by an
Insider or subject
to an
Insider’s influence
or control.
Insiders
are responsible
for transactions
in the Company’s
securities of immediate
family,
members
of their households
and
of
their controlled
entities and
therefore
should make
them
aware
of the
need to
confer
with the Insider before
transacting
in the
In addition
to the
requirements
of this Policy for all Insiders,
this Policy
contains
additional
requirements
for the
named
individuals
and
individuals holding certain
positions who are
notified by
the Company
of such
additional
requirements
as
2.
2.1.
Transacting
on Material
Nonpublic Information.
No Insider
shall engage
in any
transaction
involving a
purchase,
sale or gift of the
Company’s
securities, including any
offer
to purchase
or offer
to sell, during any period
commencing
with the date
that
he or she possesses
or is aware of
Material
Nonpublic
Information
(defined
below) concerning
the Company,
and
ending at
the time
the information
has
been publicly
disclosed for one
full Trading D
ay
such nonpublic
information
is no longer material.
As used herein,
the term
“Trading Day”
shall mean
a day
on which national
stock exchanges
and
the Nasdaq
Stock Market
(“Nasdaq”)
are open
for trading.
This restriction on transacting
does not
apply
to transactions
made
under a
plan
adopted
pursuant
to Securities and
Exchange
Commission
(“SEC”) Rule 10b5
-1(c) (17
C.F.R.
§ 240.10b5
-1(c)) (“Rule 10b5-1(c)”) and
approved
in writing by the Company
(an “approved
Rule 10b5
-1 plan”).
2.2.
No Insider
shall disclose
(“tip”) Material
Nonpublic Information
to any
other
person (including
family
members
and
other employees)
nor shall such
Insider make
recommendations
or express opinions
on the
basis of
Material
Nonpublic Information
as to
transactions
in the Company’s
securities.
2.3.
Confidentiality
of Nonpublic
Information.
Nonpublic
Information
relating to the
Company
is the property
of the Company
and the unauthorized
disclosure of such
information
is forbidden.
In the event
any
Insider receives any
inquiry
from outside
the Company,
such as
from
a stock
analyst,
for information
(particularly
financial
results and/or
projections)
that
may
involve Material
Nonpublic Information,
the inquiry should
be referred to
the Company’s
Disclosure Committee
which is
responsible
for coordinating
and
overseeing the release
of such
information
to the
public, shareholders,
analysts
and
others in
compliance
with applicable
laws and
regulations.
2.4.
Applicability
of Policy
to Material Nonpublic
Information
Regarding Other
Companies.
This Policy
also applies
to Material
Nonpublic Information
relating to other
companies
(a) with which the Company
does business
or (b)
that are
involved in a
potential
transaction
or business relationship
with the Company,
when that
information
is obtained
in the
course of
employment
with, or the performance
of services to
or on behalf
of, the
Company.
Civil and criminal penalties,
and
termination
of employment,
may
result from
transacting
on or “tipping” Material
Nonpublic Information
regarding such other
companies.
All officers, directors,
employees,
consultants
and
contractors
should treat
Material
Nonpublic Information
about
such other
companies
with the same
care required
with respect to information
related
directly to the
Company.