Dean Foods 10K 2009 Annual report | DFODQ Filing

Exhibit 10.18

BUSINESS UNIT PRESIDENT – ALPRO

2010 SHORT-TERM INCENTIVE COMPENSATION PLAN

Purpose:

To (i) align employee variable cash compensation with the annual objectives of the Company, (ii) motivate employees to create sustained shareholder value, and (iii) ensure retention of key employees by ensuring that cash compensation remains competitive.

Participants:

Employees of Dean Foods who are in positions to influence and/or control results in their specific areas of responsibility and/or the Corporation.

Payout Criteria:

The criteria for payment to Participants under this Plan andthe weighting of such criteria is based on individual target incentive percentages, performance against financial targets, and performance against individual objectives as set forth below.Depending on the Participant’s role in the organization, Individual Objectives may be based on Corporate, Functional, Business Unit, or Individual Objectives and will be noted as Individual Objectives in the Components.


Participant Group		Components
Business Unit President – Alpro		- 60% Financial Objectives

		20% = Dean Foods Financial Objectives
		40% = Alpro Financial Objective(s)

		- 40% Individual Objectives

Payout Scales:

The financial payout factor is 0% - 200%, rounded to the nearest whole percentage, based on actual performance against approved objectives. The individual objective factor is 0% - 150% of actual performance against approved objectives.

Financial Multiplier:

The financial multiplier is the financial payout factor and isapplied against the individual objective factor, if the financial payout factor exceeds 100%. For plans with multiple financial components, the multiplier will be a weighted average of each financial component. If the financial payout factor does not exceed 100%, no multiplier is applied to the individual objective factor.

Objectives Performance Payout Factor:

Approved financial objectives and the range of performancefor each objective for the Plan Year along with thecorresponding payout factor scale based on actual performance will be included in the Administrative Guidelines for the Plan. The STI Plan Year is the same as the Dean Foods fiscal year.

Individual Objectives:

Each Plan Participant maintains a 40% objectiveagainst the attainment of certain specified individual objectives as determined by the Participant’s supervisor and / or Compensation Committee of the Board of Directors. Actual earned awards are based on the individual’s performance rating under the Performance Management Process. The Company will provide guidelines for the determination of these awards on an annual basis.

Adjustment of Targets / Actuals:

Upon the recommendation of the CEO, the CompensationCommittee may (but has no obligation to) adjust the criteria,targets, actuals, or payout scale upon the occurrence of extraordinary events or circumstances. Significant acquisitions or dispositions of assets or companies or issuances or repurchases of common stock or other equity interests may, at the Compensation Committee’s discretion, result in an adjustment to the Dean Foods financial target or plan-specific financial target.

Determination of Individual Target Incentive:

Individual target incentives for specific positions areincluded in the Dean Foods Integrated CompensationProgram. The Company may make adjustments to an individual’s target incentive based on market conditions or business requirements, as necessary.

Definitions:

“Disability” is defined as permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Service Code (“Code”) or as defined by country legislation.

“Retirement” is defined as (i) age fifty-five (55), so long as the Participant has completed at least ten (10) years of continuous service immediately prior to retirement, or (ii) age sixty-five (65).

“Actively Employed” is defined as the Participant must not have been terminated prior to the identified date.

Eligibility:

Eligibility is determined by salary grade in the Company, or as approved by the Executive Vice President Human Resources, or designate. Participants must be actively employed by the Company on the last working day of the Plan Year in order to receive an incentive award, except as otherwise provided by regulatory provisions. If a Participant dies, becomes disabled, or retires prior to the payment of awards, or if a Participant’s job is eliminated and such job elimination makes the Participant eligible to receive benefits under a Company severance plan or policy, the Participant may receive a payout, at the time other incentive awards are paid, based on actual time in the position and actual results of the company. Eligibility and individual target amounts may be prorated. A Participant’s year-end base salary will be used to calculate the incentive award in the case of those individuals actively employed by the Company on the last working day of the Plan Year. A Participant’s base salary at the time of death, disability, retirement, or job elimination will be used to calculate the pro-rated incentive award in those specific circumstances. All proration of incentive awards will be calculated based on whole month participation. If an employee becomes eligible to participate in the Plan, transfers between Plans, changes target participation in the Plan, or becomes ineligible to participate in the Plan between the first day of the month and the 15^th of the month, the incentive award will be calculated based on full month participation. If the eligibility change occurs between the 16^th of the month and the end of the month, the incentive award will be calculated beginning with the full calendar month following the change. Eligible Participants who join the Company on or after October 1^st will receive a prorated award, if earned, with the individual portion of the award calculated at target performance. There will be no award made for employees hired after December 15^th of the Plan Year.

Repayment Provision:

The Participant in this Plan agrees and acknowledges thatthis Plan is subject to any policies that the Compensation Committee of the Dean Foods Board of Directors may adopt from time to time with respect to the repayment to the Company of any benefit received pursuant to this Plan, including “clawback” policies.

Plan Provisions

Should any of the provisions in the above plan conflict with country regulatory provisions, local provisions govern.

BUSINESS UNIT PRESIDENT

2010 SHORT-TERM INCENTIVE COMPENSATION PLAN

Purpose:

Participants:

Employees of Dean Foods who are in positions to influence and/or control results in their specific areas of responsibility and/or the Corporation.

Payout Criteria:

The criteria for payment to Participants under this Plan and the weighting of such criteria is based on individual target incentive percentages, performance against financial targets, and performance against individual objectives as set forth below.Depending on the Participant’s role in the organization, Individual Objectives may be based on Corporate, Functional, Business Unit, or Individual Objectives and will be noted as Individual Objectives in the Components.


Participant Group		Components
Business Unit Presidents		- 60% Financial Objectives
– FDD
– WhiteWave		20% = Dean Foods Financial Objectives
– Morningstar		40% = Business Unit Financial Objective(s)

		- 40% Individual Objectives

Payout Scales:

The financial payout factor is 0%-200%, rounded to the nearest whole percentage, based on actual performance against approved objectives. The individual objective factor is 0%-150% of actual performance against approved objectives.

Financial Multiplier:

Objectives Performance Payout Factor:

Approved financial objectives and the range of performance for each objective for the Plan Year along with the corresponding payout factor scale based on actual performance will be included in the Administrative Guidelines for the Plan. The STI Plan Year is the same as the Dean Foods fiscal year.

Individual Objectives:

Each Plan Participant maintains a 40% objective against the attainment of certain specified individual objectives as determined by the Participant’s supervisor and / or Compensation Committee of the Board of Directors. Actual earned awards are based on the individual’s performance rating under the Performance Management Process. The Company will provide guidelines for the determination of these awards on an annual basis.

Adjustment of Targets / Actuals:

Upon the recommendation of the CEO, the Compensation Committee may (but has no obligation to) adjust the criteria, targets, actuals, or payout scale upon the occurrence of extraordinary events or circumstances. Significant acquisitions or dispositions of assets or companies or issuances or repurchases of common stock or other equity interests may, at the Compensation Committee’s discretion, result in an adjustment to the Dean Foods financial target or plan-specific financial target.

Determination of Individual Target Incentive:

Individual target incentives for specific positions are included in the Dean Foods Integrated Compensation Program. The Company may make adjustments to an individual’s target incentive based on market conditions or business requirements, as necessary.

Definitions:

“Disability” is defined as permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Service Code (“Code”).

“Actively Employed” is defined as the Participant must not have been terminated prior to the identified date.

Eligibility:

Eligibility is determined by salary grade in the Company, or as approved by the Executive Vice President Human Resources, or designate. Participants must be actively employed by the Company on the last working day of the Plan Year in order to receive an incentive award, except as otherwise provided by State law. If a Participant dies, becomes disabled, or retires prior to the payment of awards, or if a Participant’s job is eliminated and such job elimination makes the Participant eligible to receive benefits under a Company severance plan or policy, the Participant may receive a payout, at the time other incentive awards are paid, based on actual time in the position and actual results of the company. Eligibility and individual target amounts may be prorated. A Participant’s year-end base salary will be used to calculate the incentive award in the case of those individuals actively employed by the Company on the last working day of the Plan Year. A Participant’s base salary at the time of death, disability, retirement, or job elimination will be used to calculate the pro-rated incentive award in those specific circumstances. All proration of incentive awards will be calculated based on whole month participation. If an employee becomes eligible to participate in the Plan, transfers between Plans, changes target participation in the Plan, or becomes ineligible to participate in the Plan between the first day of the month and the 15^th of the month, the incentive award will be calculated based on full month participation. If the eligibility change occurs between the 16^th of the month and the end of the month, the incentive award will be calculated beginning with the full calendar month following the change. Eligible Participants who join the Company on or after October 1^st will receive a prorated award, if earned, with the individual portion of the award calculated at target performance. There will be no award made for employees hired after December 15^th of the Plan Year.

Repayment Provision:

The Participant in this Plan agrees and acknowledges that this Plan is subject to any policies that the Compensation Committee of the Dean Foods Board of Directors may adopt from time to time with respect to the repayment to the Company of any benefit received pursuant to this Plan, including “clawback” policies.

EXECUTIVE LEADERSHIP AND CORPORATE STAFF

2010 SHORT-TERM INCENTIVE COMPENSATION PLAN

Purpose:

Participants:

Employees of Dean Foods who are in positions to influence and/or control results in their specific areas of responsibility and/or the Corporation.

Payout Criteria:

The criteria for payment to Participants under this Plan and the weighting of such criteria is based on individual target incentive percentages, performance against financial targets, and performance against individual objectives as set forth below.Depending on the Participant’s role in the organization, Individual Objectives may be based on Corporate, Functional, Business Unit, or Individual Objectives and will be noted as Individual Objectives in the Components.


Participant Group		Components
CEO		- 60% Financial Objectives
COO
Functional EOT Members		30% = Dean Foods Operating Income
– Human Resources		30% = Earnings Per Share
– Finance
– R&D		- 40% Individual Objectives
– Innovation
– Supply Chain
– Legal
– Strategy
All Corporate Staff not covered by another STI plan

Payout Scales:

The financial payout factor is 0%-200%, rounded to the nearest whole percentage, based on actual performance against approved objectives. The individual objective factor is 0%-150% of actual performance against approved objectives.

Financial Multiplier:

The financial multiplier is the financial payout factor and is applied against the individual objective factor, if the financial payout factor exceeds 100%. For plans with multiple financial components, the multiplier will be a weighted average of each financial component. If the financial payout factor does not exceed 100%, no multiplier is applied to the individual objective factor.

Objectives Performance Payout Factor:

Approved financial objectives and the range of performance for each objective for the Plan Year along with the corresponding payout factor scale based on actual performance will be included in the Administrative Guidelines for the Plan. The STI Plan Year is the same as the Dean Foods fiscal year.

Individual Objectives:

Each Plan Participant maintains a 40% objective against the attainment of certain specified individual objectives as determined by the Participant’s supervisor and / or Compensation Committee of the Board of Directors. Actual earned awards are based on the individual’s performance rating under the Performance Management Process. The Company will provide guidelines for the determination of these awards on an annual basis.

Adjustment of Targets / Actuals:

Upon the recommendation of the CEO, the Compensation Committee may (but has no obligation to) adjust the criteria, targets, actuals, or payout scale upon the occurrence of extraordinary events or circumstances. Significant acquisitions or dispositions of assets or companies or issuances or repurchases of common stock or other equity interests may, at the Compensation Committee’s discretion, result in an adjustment to the Dean Foods financial target or plan-specific financial target.

Determination of Individual Target Incentive:

Individual target incentives for specific positions are included in the Dean Foods Integrated Compensation Program. The Company may make adjustments to an individual’s target incentive based on market conditions or business requirements, as necessary.

Definitions:

“Disability” is defined as permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Service Code (“Code”).

“Actively Employed” is defined as the Participant must not have been terminated prior to the identified date.

Eligibility:

Eligibility is determined by salary grade in the Company, or as approved by the Executive Vice President Human Resources, or designate. Participants must be actively employed by the Company on the last working day of the Plan Year in order to receive an incentive award, except as otherwise provided by State law. If a Participant dies, becomes disabled, or retires prior to the payment of awards, or if a Participant’s job is eliminated and such job elimination makes the Participant eligible to receive benefits under a Company severance plan or policy, the Participant may receive a payout, at the time other incentive awards are paid, based on actual time in the position and actual results of the company. Eligibility and individual target amounts may be prorated. A Participant’s year-end base salary will be used to calculate the incentive award in the case of those individuals actively employed by the Company on the last working day of the Plan Year. A Participant’s base salary at the time of death, disability, retirement, or job elimination will be used to calculate the pro-rated incentive award in those specific circumstances. All proration of incentive awards will be calculated based on whole month participation. If an employee becomes eligible to participate in the Plan, transfers between Plans, changes target participation in the Plan, or becomes ineligible to participate in the Plan between the first day of the month and the 15^th of the month, the incentive award will be calculated based on full month participation. If the eligibility change occurs between the 16^th of the month and the end of the month, the incentive award will be calculated beginning with the full calendar month following the change. Eligible Participants who join the Company on or after October 1^st will receive a prorated award, if earned, with the individual portion of the award calculated at target performance. There will be no award made for employees hired after December 15^th of the Plan Year.

Repayment Provision:

The Participant in this Plan agrees and acknowledges that this Plan is subject to any policies that the Compensation Committee of the Dean Foods Board of Directors may adopt from time to time with respect to the repayment to the Company of any benefit received pursuant to this Plan, including “clawback” policies.

FRESH DAIRY DIRECT SENIOR SALES & DISTRIBUTION AND

SUPPLY CHAIN LEADERSHIP TEAMS

2010 SHORT-TERM INCENTIVE COMPENSATION PLAN

Purpose:

Participants:

Employees of Dean Foods who are in positions to influence and/or control results in their specific areas of responsibility and/or the Corporation.

Payout Criteria:

The criteria for payment to Participants under this Plan and the weighting of such criteria is based on individual target incentive percentages, performance against financial targets, and performance against individual objectives as set forth below.Depending on the Participant’s role in the organization, Individual Objectives may be based on Corporate, Functional, Business Unit, or Individual Objectives and will be noted as Individual Objectives in the Components.

Participant Group

Components

All direct reports to President - FDD and FDD functional leads

– Sales

– Marketing

– Finance

– Distribution

– Strategy

– Project Management

– Human Resources

– FDD Chief of Staff

– Supply Chain

– Quality

– Engineering

- 60% Financial Objectives

20%= Dean Foods Financial Objectives

40%= FDD Operating Income

- 40% Individual Objectives

Payout Scales:

Financial Multiplier:

The financial multiplier is the financial payout factor and is applied against the individual objective factor, if the financial payout factor exceeds 100%. For plans with multiple financial components, the multiplier will be a weighted average of each financial component. If the financial payout factor does not exceed 100%, no multiplier is applied to the individual objective factor.

Objectives Performance Payout Factor:

Approved financial objectives and the range of performance for each objective for the Plan Year along with the corresponding payout factor scale based on actual performance will be included in the Administrative Guidelines for the Plan. The STI Plan Year is the same as the Dean Foods fiscal year.

Individual Objectives:

Each Plan Participant maintains a 40% objective against the attainment of certain specified individual objectives as determined by the Participant’s supervisor and / or Compensation Committee of the Board of Directors. Actual earned awards are based on the individual’s performance rating under the Performance Management Process. The Company will provide guidelines for the determination of these awards on an annual basis.

Adjustment of Targets / Actuals:

Upon the recommendation of the CEO, the Compensation Committee may (but has no obligation to) adjust the criteria, targets, actuals, or payout scale upon the occurrence of extraordinary events or circumstances. Significant acquisitions or dispositions of assets or companies or issuances or repurchases of common stock or other equity interests may, at the Compensation Committee’s discretion, result in an adjustment to the Dean Foods financial target or plan-specific financial target.

Determination of Individual Target Incentive:

Individual target incentives for specific positions are included in the Dean Foods Integrated Compensation Program. The Company may make adjustments to an individual’s target incentive based on market conditions or business requirements, as necessary.

Definitions:

“Disability” is defined as permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Service Code (“Code”).

“Actively Employed” is defined as the Participant must not have been terminated prior to the identified date.

Eligibility:

Eligibility is determined by salary grade in the Company, or as approved by the Executive Vice President Human Resources, or designate. Participants must be actively employed by the Company on the last working day of the Plan Year in order to receive an incentive award, except as otherwise provided by State law. If a Participant dies, becomes disabled, or retires prior to the payment of awards, or if a Participant’s job is eliminated and such job elimination makes the Participant eligible to receive benefits under a Company severance plan or policy, the Participant may receive a payout, at the time other incentive awards are paid, based on actual time in the position and actual results of the company. Eligibility and individual target amounts may be prorated. A Participant’s year-end base salary will be used to calculate the incentive award in the case of those individuals actively employed by the Company on the last working day of the Plan Year. A Participant’s base salary at the time of death, disability, retirement, or job elimination will be used to calculate the pro-rated incentive award in those specific circumstances. All proration of incentive awards will be calculated based on whole month participation. If an employee becomes eligible to participate in the Plan, transfers between Plans, changes target participation in the Plan, or becomes ineligible to participate in the Plan between the first day of the month and the 15^th of the month, the incentive award will be calculated based on full month participation. If the eligibility change occurs between the 16^th of the month and the end of the month, the incentive award will be calculated beginning with the full calendar month following the change. Eligible Participants who join the Company on or after October 1^st will receive a prorated award, if earned, with the individual portion of the award calculated at target performance. There will be no award made for employees hired after December 15^th of the Plan Year.

Repayment Provision:

WAREHOUSE SENIOR FUNCTIONAL LEADERSHIP

2010 SHORT-TERM INCENTIVE COMPENSATION PLAN

Purpose:

Participants:

Employees of Dean Foods who are in positions to influence and/or control results in their specific areas of responsibility and/or the Corporation.

Payout Criteria:

The criteria for payment to Participants under this Plan and the weighting of such criteria is based on individual target incentive percentages, performance against financial targets, and performance against individual objectives as set forth below.Depending on the Participant’s role in the organization, Individual Objectives may be based on Corporate, Functional, Business Unit, or Individual Objectives and will be noted as Individual Objectives in the Components.


Participant Group		Components
Functional Leaders		- 60% Financial Objectives

– Human Resources – Finance – Legal		25%= WhiteWave Financial Objectives 25%= Morningstar Financial Objectives 10%= Alpro Financial Objectives

		- 40% Individual Objectives

Payout Scales:

Financial Multiplier:

The financial multiplier is the financial payout factor and is applied against the individual objective factor, if the financial payout factor exceeds 100%. For plans with multiple financial components, the multiplier will be a weighted average of each financial component. If the financial payout factor does not exceed 100%, no multiplier is applied to the individual objective factor.

Objectives Performance Payout Factor:

Approved financial objectives and the range of performance for each objective for the Plan Year along with the corresponding payout factor scale based on actual performance will be included in the Administrative Guidelines for the Plan. The STI Plan Year is the same as the Dean Foods fiscal year.

Individual Objectives:

Each Plan Participant maintains a 40% objective against the attainment of certain specified individual objectives as determined by the Participant’s supervisor and / or Compensation Committee of the Board of Directors. Actual earned awards are based on the individual’s performance rating under the Performance Management Process. The Company will provide guidelines for the determination of these awards on an annual basis.

Adjustment of Targets / Actuals:

Upon the recommendation of the CEO, the Compensation Committee may (but has no obligation to) adjust the criteria, targets, actuals, or payout scale upon the occurrence of extraordinary events or circumstances. Significant acquisitions or dispositions of assets or companies or issuances or repurchases of common stock or other equity interests may, at the Compensation Committee’s discretion, result in an adjustment to the Dean Foods financial target or plan-specific financial target.

Determination of Individual Target Incentive:

Individual target incentives for specific positions are included in the Dean Foods Integrated Compensation Program. The Company may make adjustments to an individual’s target incentive based on market conditions or business requirements, as necessary.

Definitions:

“Disability” is defined as permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Service Code (“Code”). “Retirement” is defined as (i) age fifty-five (55), so long as the Participant has completed at least ten (10) years of continuous service immediately prior to retirement, or (ii) age sixty-five (65).

“Actively Employed” is defined as the Participant must not have been terminated prior to the identified date.

Eligibility:

Eligibility is determined by salary grade in the Company, or as approved by the Executive Vice President Human Resources, or designate. Participants must be actively employed by the Company on the last working day of the Plan Year in order to receive an incentive award, except as otherwise provided by State law. If a Participant dies, becomes disabled, or retires prior to the payment of awards, or if a Participant’s job is eliminated and such job elimination makes the Participant eligible to receive benefits under a Company severance plan or policy, the Participant may receive a payout, at the time other incentive awards are paid, based on actual time in the position and actual results of the company. Eligibility and individual target amounts may be prorated. A Participant’s year-end base salary will be used to calculate the incentive award in the case of those individuals actively employed by the Company on the last working day of the Plan Year. A Participant’s base salary at the time of death, disability, retirement, or job elimination will be used to calculate the pro-rated incentive award in those specific circumstances. All proration of incentive awards will be calculated based on whole month participation. If an employee becomes eligible to participate in the Plan, transfers between Plans, changes target participation in the Plan, or becomes ineligible to participate in the Plan between the first day of the month and the 15^th of the month, the incentive award will be calculated based on full month participation. If the eligibility change occurs between the 16^th of the month and the end of the month, the incentive award will be calculated beginning with the full calendar month following the change. Eligible Participants who join the Company on or after October 1^st will receive a prorated award, if earned, with the individual portion of the award calculated at target performance. There will be no award made for employees hired after December 15^th of the Plan Year.

Repayment Provision:

The Participant in this Plan agrees and acknowledges that this Plan is subject to any policies that the Compensation Committee of the Dean Foods Board of Directors may adopt from time to time with respect to the repayment to the Company of any benefit received pursuant to this Plan, including “clawback” policies.

WHITEWAVE SENIOR LEADERHIP AND STAFF

2010 SHORT-TERM INCENTIVE COMPENSATION PLAN

Purpose:

Participants:

Employees of Dean Foods who are in positions to influence and/or control results in their specific areas of responsibility and/or the Corporation.

Payout Criteria:

Participant Group

Components

All direct reports to the President –

Whitewave, including Brand

Presidents

All WhiteWave Staff not covered by

another STI plan

- 60% Financial Objectives

60% = WhiteWave Financial Objectives

- 40% Individual Objectives

Payout Scales:

Financial Multiplier:

Objectives Performance Payout Factor:

Approved financial objectives and the range of performance for each objective for the Plan Year along with the corresponding payout factor scale based on actual performance will be included in the Administrative Guidelines for the Plan. The STI Plan Year is the same as the Dean Foods fiscal year.

Individual Objectives:

Adjustment of Targets / Actuals:

Determination of Individual Target Incentive:

Individual target incentives for specific positions are included in the Dean Foods Integrated Compensation Program. The Company may make adjustments to an individual’s target incentive based on market conditions or business requirements, as necessary.

Definitions:

“Disability” is defined as permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Service Code (“Code”).

“Actively Employed” is defined as the Participant must not have been terminated prior to the identified date.

Eligibility:

Eligibility is determined by salary grade in the Company, or as approved by the Executive Vice President Human Resources, or designate. Participants must be actively employed by the Company on the last working day of the Plan Year in order to receive an incentive award, except as otherwise provided by State law. If a Participant dies, becomes disabled, or retires prior to the payment of awards, or if a Participant’s job is eliminated and such job elimination makes the Participant eligible to receive benefits under a Company severance plan or policy, the Participant may receive a payout, at the time other incentive awards are paid, based on actual time in the position and actual results of the company. Eligibility and individual target amounts may be prorated. A Participant’s year-end base salary will be used to calculate the incentive award in the case of those individuals actively employed by the Company on the last working day of the Plan Year. A Participant’s base salary at the time of death, disability, retirement, or job elimination will be used to calculate the pro-rated incentive award in those specific circumstances. All proration of incentive awards will be calculated based on whole month participation. If an employee becomes eligible to participate in the Plan, transfers between Plans, changes target participation in the Plan, or becomes ineligible to participate in the Plan between the first day of the month and the 15^th of the month, the incentive award will be calculated based on full month participation. If the eligibility change occurs between the 16^th of the month and the end of the month, the incentive award will be calculated beginning with the full calendar month following the change. Eligible Participants who join the Company on or after October 1^st will receive a prorated award, if earned, with the individual portion of the award calculated at target performance. There will be no award made for employees hired after December 15^th of the Plan Year.

Repayment Provision:

WHITEWAVE / MORNINGSTAR SUPPLY CHAIN SENIOR LEADERSHIP

2010 SHORT-TERM INCENTIVE COMPENSATION PLAN

Purpose:

Participants:

Employees of Dean Foods who are in positions to influence and/or control results in their specific areas of responsibility and/or the Corporation.

Payout Criteria:

The criteria for payment to Participants under this Plan and the weighting of such criteria is based on individual target incentive percentages, performance against financial targets, and performance against individual objectives as set forth below.Depending on the Participant’s role in the organization, Individual Objectives may be based on Corporate, Functional, Business Unit, or Individual Objectives and will be noted as Individual Objectives in the Components.

Participant Group

Components

SVP Supply Chain

- 60% Financial Objectives

20%= Dean Foods Financial Objectives

20%= Morningstar Financial Objectives

20%= WhiteWave Financial Objectives

- 40% Individual Objectives

Payout Scales:

Financial Multiplier:

Objectives Performance Payout Factor:

Approved financial objectives and the range of performance for each objective for the Plan Year along with the corresponding payout factor scale based on actual performance will be included in the Administrative Guidelines for the Plan. The STI Plan Year is the same as the Dean Foods fiscal year.

Individual Objectives:

Each Plan Participant maintains a 40% objective against the attainment of certain specified individual objectives as determined by the Participant’s supervisor and / or Compensation Committee of the Board of Directors. Actual earned awards are based on the individual’s performance rating under the Performance Management Process. The Company will provide guidelines for the determination of these awards on an annual basis.

Adjustment of Targets / Actuals:

Upon the recommendation of the CEO, the Compensation Committee may (but has no obligation to) adjust the criteria, targets, actuals, or payout scale upon the occurrence of extraordinary events or circumstances. Significant acquisitions or dispositions of assets or companies or issuances or repurchases of common stock or other equity interests may, at the Compensation Committee’s discretion, result in an adjustment to the Dean Foods financial target or plan-specific financial target.

Determination of Individual Target Incentive:

Individual target incentives for specific positions are included in the Dean Foods Integrated Compensation Program. The Company may make adjustments to an individual’s target incentive based on market conditions or business requirements, as necessary.

Definitions:

“Disability” is defined as permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Service Code (“Code”).

“Actively Employed” is defined as the Participant must not have been terminated prior to the identified date.

Eligibility:

Eligibility is determined by salary grade in the Company, or as approved by the Executive Vice President Human Resources, or designate. Participants must be actively employed by the Company on the last working day of the Plan Year in order to receive an incentive award, except as otherwise provided by State law. If a Participant dies, becomes disabled, or retires prior to the payment of awards, or if a Participant’s job is eliminated and such job elimination makes the Participant eligible to receive benefits under a Company severance plan or policy, the Participant may receive a payout, at the time other incentive awards are paid, based on actual time in the position and actual results of the company. Eligibility and individual target amounts may be prorated. A Participant’s year-end base salary will be used to calculate the incentive award in the case of those individuals actively employed by the Company on the last working day of the Plan Year. A Participant’s base salary at the time of death, disability, retirement, or job elimination will be used to calculate the pro-rated incentive award in those specific circumstances. All proration of incentive awards will be calculated based on whole month participation. If an employee becomes eligible to participate in the Plan, transfers between Plans, changes target participation in the Plan, or becomes ineligible to participate in the Plan between the first day of the month and the 15^th of the month, the incentive award will be calculated based on full month participation. If the eligibility change occurs between the 16^th of the month and the end of the month, the incentive award will be calculated beginning with the full calendar month following the change. Eligible Participants who join the Company on or after October 1^st will receive a prorated award, if earned, with the individual portion of the award calculated at target performance. There will be no award made for employees hired after December 15^th of the Plan Year.

Repayment Provision:

The Participant in this Plan agrees and acknowledges that this Plan is subject to any policies that the Compensation Committee of the Dean Foods Board of Directors may adopt from time to time with respect to the repayment to the Company of any benefit received pursuant to this Plan, including “clawback” policies.

Individual Objectives: 40% Individual Objectives


Performance Management Process
Rating	Definition	Individual Payout Factor*

Significantly Above Target (SAT)	Met all and exceeded most of the objectives for the year	140% (135% - 150%)

Above Target (AT)	Met all and exceeded some of the objectives for the year	125% (115% - 130%)

On Target (OT)	Met objectives for the year	100% (90% - 110%)

Below Target (BT)	Met some objectives for the year	80% (70% - 85%)

Significantly Below Target (SBT)	Met few or none of the objectives for the year	50% or below

* The target Individual Payout Factor for each Performance Rating is shown inbold. Supervisors retain discretion within the ranges noted above.

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	H.S. freshman Avg

Dean Foods (DFODQ) 10-K2009 FY Annual report

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