0001193125-13-078393 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 27th, 2013 • Dean Foods Co • Ice cream & frozen desserts • Delaware

This Indemnification Agreement (“Agreement”) is made as of by and between DEAN FOODS COMPANY, a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 27th, 2013 • Dean Foods Co • Ice cream & frozen desserts • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of October 25, 2012, between Dean Foods Company, a Delaware corporation (“Dean Foods”), and The WhiteWave Foods Company, a Delaware corporation (the “Company”).

TAX MATTERS AGREEMENT
Tax Matters Agreement • February 27th, 2013 • Dean Foods Co • Ice cream & frozen desserts • Delaware

THIS TAX MATTERS AGREEMENT (this “Agreement”) dated as of October 25, 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).

EMPLOYEE MATTERS AGREEMENT by and between Dean Foods Company The WhiteWave Foods Company and WWF Operating Company dated as of October 25, 2012
Employee Matters Agreement • February 27th, 2013 • Dean Foods Co • Ice cream & frozen desserts • Texas

This Employee Matters Agreement (this “Agreement”) dated as of October 25, 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”).

AMENDMENT 1 TO TRANSITION SERVICES AGREEMENT
Transition Services Agreement • February 27th, 2013 • Dean Foods Co • Ice cream & frozen desserts

THIS AMENDMENT 1 TO TRANSITION SERVICES AGREEMENT (this “Amendment”), is dated November 20, 2012 is by and between Dean Foods Company, a Delaware corporation, (“Dean Foods”) and The WhiteWave Foods Company, a Delaware corporation (“WhiteWave”).

AMENDMENT 2 TO TRANSITION SERVICES AGREEMENT
Transition Services Agreement • February 27th, 2013 • Dean Foods Co • Ice cream & frozen desserts

THIS AMENDMENT 2 TO TRANSITION SERVICES AGREEMENT (this “Amendment”), dated as of December 28, 2012 but effective as of October 31, 2012, is by and between Dean Foods Company, a Delaware corporation, (“Dean Foods”) and The WhiteWave Foods Company, a Delaware corporation (“WhiteWave”).

SEPARATION AND DISTRIBUTION AGREEMENT
Separation and Distribution Agreement • February 27th, 2013 • Dean Foods Co • Ice cream & frozen desserts • Delaware

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of October 25, 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.

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • February 27th, 2013 • Dean Foods Co • Ice cream & frozen desserts

THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is dated as of October 25, 2012, between Dean Foods Company, a Delaware corporation (“Dean Foods”), and The WhiteWave Foods Company, a Delaware corporation (“WhiteWave”).

RETENTION AND SEVERANCE AGREEMENT
Retention and Severance Agreement • February 27th, 2013 • Dean Foods Co • Ice cream & frozen desserts • Texas

This RETENTION AND SEVERANCE AGREEMENT (this “Agreement”) is entered into as of November 20, 2012 by and between MORNINGSTAR FOODS, LLC, a limited liability company under the laws of the State of Delaware (the “Company”), and Kevin C. Yost (the “Employee”).

Contract
2013 Phantom Shares Award Agreement • February 27th, 2013 • 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”).

Contract
2013 Restricted Stock Unit • February 27th, 2013 • 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”).

Contract
2013 Cash Performance Unit • February 27th, 2013 • 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”).

Contract
2013 Dean Cash Award Agreement • February 27th, 2013 • 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”).

February 18, 2013
Dean Foods Co • February 27th, 2013 • Ice cream & frozen desserts
February 18, 2013
Dean Foods Co • February 27th, 2013 • Ice cream & frozen desserts
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