Exhibit 10.1

 

DEAN FOODS CORPORATE

2016 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) attract   talent and retain key employees with competitive cash compensation.
    
	
 
    	
 
    	
 
    
	
Participants:
    	
 
    	
Employees of Dean Foods who are in positions to   influence and/or control results of the Corporation and/or their specific   areas of responsibility are eligible to participate.
    
	
 
    	
 
    	
 
    
	
Payout Criteria:
    	
 
    	
The criteria for payment to Participants under this   Plan and the weighting of such criteria is based on performance against   financial targets, individual target incentive percentages, 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
    	
 
    	
- 75% Financial Objectives
    
	
EVP, CFO
    	
 
    	
 
    
	
EVP, COO
    	
 
    	
75% = Dean Foods   Adjusted Operating Income
    
	
EVP, General Counsel & Secretary
    	
 
    	
 
    
	
EVP, Chief HR Officer
    	
 
    	
- 25% Individual Objectives
    
	
EVP, Supply Chain 
    	
 
    	
 
    
	
SVP, CIO
    	
 
    	
 
    
	
SVP, Chief Customer Officer
    	
 
    	
 
    
	
SVP, Finance & CAO
    	
 
    	
 
    
	
SVP, Logistics
    	
 
    	
 
    
	
SVP, Procurement
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
All Corporate Staff not covered by another STI plan
    	
 
    	
 
    


 

	
Payout Scales:
    	
 
    	
The financial payout factor is 0% - 200% based on   actual performance against approved financial objectives. The individual   objective factor is 0% - 200% of actual performance against approved   individual objectives. Payments under the Dean Foods Short-Term Incentive   Compensation Plan are variable in nature and are not guaranteed.
    
	
 
    	
 
    	
 
    
	
Financial 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.
    


 

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Individual Objectives
    	
 
    	
Each Plan Participant has 25% of their STI target   calculated 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 and the   determination of final percentage targets against which the 25% will apply.
    
	
 
    	
 
    	
 
    
	
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 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).
    
	
 
    	
 
    	
 
    
	
Eligibility:
    	
 
    	
Eligibility is determined by salary grade in the   Company, or as approved by the Executive Vice President Human Resources, or   her designate. Participants must be employed by the Company on the last   working day of the Plan Year in order to be eligible to receive an incentive   award, except as otherwise provided by State law.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
A Participant is disqualified from receiving any incentive award (financial and / or individual) under   the Plan if: (1) the Participant receives a Significantly Below Target   (or equivalent) performance rating for the plan year or (2) the   Participant is terminated for Cause, as defined below, at any point during   the Plan year or between the last working day of the Plan Year and the date   the incentive award is paid, except as otherwise provided by State law.
    


 

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For a Participant receiving a Below Target (or equivalent)   performance rating for the plan year, the sum of the financial and individual   award cannot exceed 100% of the Participant’s target incentive.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
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 prorated 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 15th of   the month, the incentive award will be calculated based on full month   participation. If the eligibility change occurs between the 16th of the month and the end of   the month, the incentive award will be calculated beginning with the full   calendar month following the change. There will be no award made for   employees hired after December 15th of the Plan Year.
    
	
 
    	
 
    	
 
    
	
“Cause” Defined:
    	
 
    	
For purposes of this Plan, “Cause” means a   Participant’s (i) willful failure to perform substantially a   Participant’s duties; (ii) willful or serious misconduct that has   caused, or could reasonably be expected to result in, material injury to the   business or reputation of the Company; (iii) conviction of, or entering   a plea of guilty or nolo contendere to,   a crime constituting a felony; (iv) breach of any written covenant or   agreement with the Company, any material written policy of the Company or any   Company code of conduct or code of ethics, or (v) failure to cooperate   with the Company in any internal investigation or administrative, regulatory   or judicial proceeding.
    
	
 
    	
 
    	
 
    
	
Repayment Provision:
    	
 
    	
All Plan participants agree and acknowledge that   this Plan is subject to the 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 plan benefit received, including   “clawback” policies.
    


 

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