FORM OF RESTRICTED STOCK UNIT (“RSU”) AWARD AGREEMENTForm of Restricted Stock Unit • February 24th, 2009 • Dean Foods Co • Ice cream & frozen desserts • Delaware
This AGREEMENT (this “Agreement”), effective as of the date indicated on the Notice of Grant delivered herewith (the “Notice of Grant”), is made and entered into by and between Dean Foods Company, a Delaware corporation (the “Company”), and the individual named on the Notice of Grant (“you”).
FORM OF DIRECTOR’S NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 24th, 2009 • Dean Foods Co • Ice cream & frozen desserts • Delaware
THIS AGREEMENT (the “Agreement”), effective as of the date indicated on the attached Notice of Grant, is made and entered into by and between Dean Foods Company, a Delaware corporation (the “Company”), and the individual named on the cover page of this Agreement (“you”).
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENTForm of Non-Qualified Stock Option Agreement • February 24th, 2009 • Dean Foods Co • Ice cream & frozen desserts • Delaware
THIS AGREEMENT (the “Agreement”), effective as of the date indicated on the Notice of Grant delivered herewith (the “Notice of Grant”), is made and entered into by and between Dean Foods Company, a Delaware corporation (the “Company”), and the individual named on the Notice of Grant (“you”).
November 30, 2008 The Employment Agreement dated September 25, 2007 between us and Rick Fehr is hereby amended as follows: The last sentence in the first paragraph under the section entitled “Severance Payments” is hereby amended as follows:Employment Agreement • February 24th, 2009 • Dean Foods Co • Ice cream & frozen desserts
Such payments will be made 6 months after your separation from service from the Company, as defined in Treas. Reg. Section 1.409A-1(h) and as uniformly applied in accordance with such rules as shall be established by the Company from time to time.
November 21, 2008 The Employment Agreement dated April 26, 2007 between us and Jack F. Callahan is hereby amended as follows: The section of the Employment Agreement entitled “Severance” is hereby deleted and replaced with the following:Employment Agreement • February 24th, 2009 • Dean Foods Co • Ice cream & frozen desserts
As an Executive Officer, you will also be eligible for benefits under the Dean Foods Company Executive Severance Plan (“Severance Plan”). In summary, according to the Severance Plan, if your employment is terminated at any time as a result of a “qualifying termination,” meaning your voluntary termination for good reason, or your involuntary termination without cause, all as defined in the Severance Plan, you will receive payment of all base salary accrued through the date of termination, prior year’s bonus to the extent earned but not paid and target bonus through the date of termination. In addition, you will be eligible to receive a severance payment equivalent to two years of your base salary and target bonuses, less lawful deductions. You will also receive a lump sum cash payment for the “in the money” value of all options, and the fair market value of all RSUs, that would vest over the 24 month period following the termination date. You will be required to execute a release of all
FORM OF DIRECTOR’S RESTRICTED STOCK UNIT (“RSU”) AWARD AGREEMENTRestricted Stock Unit • February 24th, 2009 • Dean Foods Co • Ice cream & frozen desserts • Delaware
This AGREEMENT (this “Agreement”), effective as of the date indicated on the Notice of Grant delivered herewith (the “Notice of Grant”), is made and entered into by and between Dean Foods Company, a Delaware corporation (the “Company”), and the individual named on the Notice of Grant (“you”).
November 18, 2008 The Employment Agreement dated October 7, 2005 between Joe Scalzo and us is hereby amended as follows: The section of the Employment Agreement entitled “Severance” is hereby deleted and replaced with the following:Dean Foods Co • February 24th, 2009 • Ice cream & frozen desserts
As an Executive Officer, you will also be eligible for benefits under the Dean Foods Company Executive Severance Plan (“Severance Plan”). In summary, according to the Severance Plan, if your employment is terminated at any time as a result of a “qualifying termination,” meaning your voluntary termination for good reason, or your involuntary termination without cause, all as defined in the Severance Plan, you will receive payment of all base salary accrued through the date of termination, prior year’s bonus to the extent earned but not paid, target bonus through the date of termination and all unused vacation/PTO. In addition, you will be eligible to receive a severance payment equivalent to two years of your base salary and target bonuses, less lawful deductions. You will also receive a lump sum cash payment for the “in the money” value of all options, and the fair market value of all RSUs, that would vest over the 24 month period following the termination date. You will be required to
