THE WHITEWAVE FOODS COMPANY [ ] Shares of Class A Common Stock Underwriting AgreementWHITEWAVE FOODS Co • October 11th, 2012 • Dairy products • New York
EMPLOYMENT AGREEMENTEmployment Agreement • October 11th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware
EMPLOYMENT AGREEMENT, dated as of , 201 , by and between Dean Foods Company, a Delaware corporation (the “Parent”), The WhiteWave Foods Company, a Delaware corporation (the “Company”), and (“Executive”).
TAX MATTERS AGREEMENTTax Matters Agreement • October 11th, 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).
THE WHITEWAVE FOODS COMPANY FOR EXECUTIVE OFFICERSNon-Qualified Stock Option Agreement • October 11th, 2012 • WHITEWAVE FOODS Co • Dairy products • 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 The WhiteWave Foods Company, a Delaware corporation (the “Company”), and the individual named on the Notice of Grant (“you”).
EMPLOYEE MATTERS AGREEMENT by and between Dean Foods Company The WhiteWave Foods Company and WWF Operating Company dated as of , 2012Employee Matters Agreement • October 11th, 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”).
Amendment To the Amended and Restated Change in Control AgreementChange in Control Agreement • October 11th, 2012 • WHITEWAVE FOODS Co • Dairy products
WHEREAS, Dean Foods Company, a Delaware Corporation (the “Company”) and (the “Executive”) have previously entered into an Amended and Restated Change in Control Agreement (the “Change in Control Agreement”);
THE WHITEWAVE FOODS COMPANYWhitewave Foods Company • October 11th, 2012 • WHITEWAVE FOODS Co • Dairy products • 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 The WhiteWave Foods Company, a Delaware corporation (the “Company”), and the individual named on the cover page of this Agreement (“you”).
THE WHITEWAVE FOODS COMPANY FOR EXECUTIVE OFFICERSRestricted Stock Unit • October 11th, 2012 • WHITEWAVE FOODS Co • Dairy products • 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 The Whitewave Foods Company, a Delaware corporation (the “Company”), and the individual named on the Notice of Grant (“you”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • October 11th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of , 2012, between Dean Foods Company, a Delaware corporation (“Dean Foods”), and The WhiteWave Foods Company, a Delaware corporation (the “Company”).
THE WHITEWAVE FOODS COMPANYThe Whitewave Foods Company • October 11th, 2012 • WHITEWAVE FOODS Co • Dairy products • 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 The WhiteWave Foods Company, a Delaware corporation (the “Company”), and the individual named on the Notice of Grant (“you”).
Amendment To the Amended and Restated Change in Control AgreementAmendment • October 11th, 2012 • WHITEWAVE FOODS Co • Dairy products
WHEREAS, Dean Foods Company, a Delaware Corporation (the “Company”) and (the “Executive”) have previously entered into an Amended and Restated Change in Control Agreement (the “Change in Control Agreement”);
AMENDMENT TO COMMERCIAL AGREEMENTSCommercial Agreements • October 11th, 2012 • WHITEWAVE FOODS Co • Dairy products
THIS AMENDMENT TO COMMERCIAL AGREEMENTS (this “Amendment”), dated October 1, 2012, but effective as of the Effective Date (as defined in the Agreements), is by and between WWF Operating Company, a Delaware corporation (f/k/a WhiteWave Foods Company), on the one hand (“WW”), and Morningstar Foods, LLC, a Delaware limited liability company, on the other hand (“MS”).
THE WHITEWAVE FOODS COMPANYThe Whitewave Foods Company • October 11th, 2012 • WHITEWAVE FOODS Co • Dairy products • 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 The WhiteWave Foods Company, a Delaware corporation (the “Company”), and the individual named on the Notice of Grant (“you”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. Cream Supply AgreementCream Supply Agreement • October 11th, 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”).
AMENDMENT TO COMMERCIAL AGREEMENTSCommercial Agreements • October 11th, 2012 • WHITEWAVE FOODS Co • Dairy products
THIS AMENDMENT TO COMMERCIAL AGREEMENTS (this “Amendment”), dated October 1, 2012, but effective as of the Effective Date (as defined in the Agreements), is by and between WWF Operating Company, a Delaware corporation (f/k/a WhiteWave Foods Company), on the one hand (“WW”), 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, “FDD”).
FORM OF TRANSITION SERVICES AGREEMENTForm of Transition Services Agreement • October 11th, 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”).
THE WHITEWAVE FOODS COMPANYWhitewave Foods Company • October 11th, 2012 • WHITEWAVE FOODS Co • Dairy products • 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 The WhiteWave Foods Company, a Delaware corporation (the “Company”), and the individual named on the Notice of Grant (“you”).
FORM OF SEPARATION AND DISTRIBUTION AGREEMENTForm of Separation and Distribution Agreement • October 11th, 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.
