TAX MATTERS AGREEMENTTax Matters Agreement • October 19th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”) dated as of , 2012 is made and entered into by Dean Foods Company, a Delaware corporation (“Dean Foods”), on behalf of itself and the Dean Foods Affiliates (as defined below), and The WhiteWave Foods Company, a Delaware corporation (“WhiteWave”), on behalf of itself and the WhiteWave Affiliates (as defined below).
CO-PACKING AGREEMENTCo-Packing Agreement • October 19th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS CO-PACKING AGREEMENT (“Agreement”), dated August 1, 2012, but effective as of the Effective Date (as defined below), is by and between WWF Operating Company, a Delaware corporation (f/k/a WhiteWave Foods Company), on the one hand (“Buyer”) and Morningstar Foods, LLC, a Delaware limited liability company, on the other hand (“Supplier”).
EMPLOYEE MATTERS AGREEMENT by and between Dean Foods Company The WhiteWave Foods Company and WWF Operating Company dated as of , 2012Employee Matters Agreement • October 19th, 2012 • WHITEWAVE FOODS Co • Dairy products • Texas
This Employee Matters Agreement (this “Agreement”) dated as of , 2012, is made and entered by and among Dean Foods Company, a Delaware Corporation (“Dean Foods”), The WhiteWave Foods Company, a Delaware corporation and a wholly-owned subsidiary of Dean Foods (“WhiteWave”) and WWF Operating Company, a Delaware corporation and a wholly-owned subsidiary of Dean Foods (“WWF Operating Company” and together with WhiteWave, the “WhiteWave Companies”).
CO-PACKING AGREEMENTPacking Agreement • October 19th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS CO-PACKING AGREEMENT (“Agreement”), dated August 2, 2012, but effective as of the Effective Date (as defined below), is by and between WWF Operating Company, a Delaware corporation (f/k/a WhiteWave Foods Company), on the one hand (“Buyer”), and Suiza Dairy Group, LLC, a Delaware limited liability company and Dean Dairy Holdings, LLC, a Delaware limited liability company, on the other hand (collectively with each of their wholly-owned subsidiaries other than Buyer, “Supplier”).
PRODUCT SALES AND DISTRIBUTION AGREEMENTProduct Sales and Distribution Agreement • October 19th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS PRODUCT SALES AND DISTRIBUTION AGREEMENT (“Agreement”), dated August 1, 2012, but effective as of the Effective Date (as defined below), is by and between Suiza Dairy Group, LLC, a Delaware limited liability company and Dean Dairy Holdings, LLC, a Delaware limited liability company, on the one hand (collectively with each of their wholly-owned subsidiaries other than Seller, “Buyer”) and WWF Operating Company, a Delaware corporation (f/k/a WhiteWave Foods Company), on the other hand (“Seller”).
LAND O’ LAKES TRANSITIONAL SALES AGREEMENTTransitional Sales Agreement • October 19th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS LAND O’ LAKES TRANSITIONAL SALES AGREEMENT (“Agreement”), dated August 1, 2012, but effective as of the Effective Date (as defined below), is by and between WWF Operating Company, a Delaware corporation (f/k/a WhiteWave Foods Company), on the one hand (“Buyer”) and Morningstar Foods, LLC, a Delaware limited liability company, on the other hand (“Seller”).
TRANSITIONAL SALES AGREEMENTTransitional Sales Agreement • October 19th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS TRANSITIONAL SALES AGREEMENT (“Agreement”), dated August 1, 2012, but effective as of the Effective Date (as defined below), is by and between Morningstar Foods, LLC a Delaware limited liability company, on the one hand (“Buyer”) and WWF Operating Company, a Delaware corporation (f/k/a WhiteWave Foods Company), on the other hand (“Seller”).
Cream Supply AgreementCream Supply Agreement • October 19th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware
This Cream Supply Agreement (“Agreement”), dated August 1, 2012, but effective as of the Effective Date (as defined below), is by and between Suiza Dairy Group, LLC, a Delaware limited liability company and Dean Dairy Holdings, LLC, a Delaware limited liability company, on the one hand (collectively, “Seller”) and WWF Operating Company, a Delaware corporation (f/k/a WhiteWave Foods Company), on the other hand (“Buyer”).
FORM OF SEPARATION AND DISTRIBUTION AGREEMENTServices Agreement • October 19th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of , 2012, by and among Dean Foods Company, a Delaware corporation (“Dean Foods”), The WhiteWave Foods Company, a Delaware corporation and a wholly-owned subsidiary of Dean Foods (“WhiteWave”), and WWF Operating Company, a Delaware corporation and a wholly-owned subsidiary of Dean Foods (“WWF Operating Company”). Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to such terms in Article 1 of this Agreement.
THE WHITEWAVE FOODS COMPANY IPO GRANTStock Appreciation Right Agreement • October 19th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS IPO GRANT 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 The WhiteWave Foods Company, a Delaware corporation (the “Company”), and the individual named on the Notice of Grant (“you”).
THE WHITEWAVE FOODS COMPANY IPO GRANTSettled Restricted Stock Unit • October 19th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware
This IPO GRANT 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 The Whitewave Foods Company, a Delaware corporation (the “Company”), and the individual named on the Notice of Grant (“you”).
FORM OF TRANSITION SERVICES AGREEMENTForm of Transition Services Agreement • October 19th, 2012 • WHITEWAVE FOODS Co • Dairy products
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is dated as of , 2012, between Dean Foods Company, a Delaware corporation (“Dean Foods”), and The WhiteWave Foods Company, a Delaware corporation (“WhiteWave”).
