exv10w2



 





Exhibit 10.2




DEAN FOODS COMPANY

2007 SHORT TERM INCENTIVE COMPENSATION PLAN

(CORPORATE)




	 	 	 
	Purpose:

	 	To (i) align employee compensation with the
long-term interests of our shareholders, (ii)
motivate employees to create sustained shareholder
value, and (iii) ensure retention of key personnel
by ensuring that compensation remains competitive.
	 
	 	 
	Participants:

	 	Key management personnel and senior executive
officers of Dean Foods Company who are in positions
to influence and/or control results in their
specific areas of responsibility.
	 
	 	 
	Payout Criteria:

	 	The criteria for payment of bonuses to Participants
under this Plan includes: (i) the Company’s
performance against an earnings per share (EPS)
target (the “EPS Target”) and (ii) the Participant’s
performance against his or her individual
objectives. Such individual objectives shall be
set: (i) for the CEO, by the Board of Directors (or
the Compensation Committee of the Board), (ii) for
the executive officers, by the CEO and reviewed with
the Board of Directors (or the Compensation
Committee of the Board), and (iii) for all other
Participants, by their supervisors. The weighting
of such criteria is as follows:






	 	 	 
	Percentage of Bonus

	 	Criteria
	 

	 	 
	 
	 	 
	70% (“EPS Component”)

	 	EPS Target
	30%1 (“IO Component”)

	 	Individual Objectives








 




			
	1	 	20% for the CEO




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	Individual 

objectives:

	 	The amount of the IO Component of the bonus paid to
each individual will be determined based on his or
her attainment of certain specified individual
performance objectives. For each participant, these
objectives will include: (i) supporting the
Company’s strategic initiatives (such as central
purchasing projects and its finance and accounting
realignment), (ii) adhering to the Company’s Code of
Ethics, supporting its training programs and
compliance initiatives and promoting a culture of
compliance and integrity, and (iii) such other
objectives (qualitative and/or quantitative) which
are to be determined by a participants supervisor or
manager and communicated to the participant. Each
objective will be assigned a “weighting” factor
based on the importance of each particular objective
to the overall goals for the year.
	 
	 	 
	 

	 	Each of the objectives should be reviewed
periodically throughout the year and a final
evaluation completed at the end of the year. As
part of this final evaluation, each objective will
be assigned a rating score that will range between
0% and 100%. Each objective will then be multiplied
by its “weighting” factor to determine the raw score
to be utilized for such objective. Once the raw
score has been determined for each objective, total
overall score will be determined.
	 
	 	 
	 

	 	The total overall score will then be utilized to
determine the percentage payment for the IO
Component of the bonus, based on the following
scale:






	 	 	 
	 	 	Payout as a %
	Total	 	of Individual
	Overall Score	 	Target
	100
	 	120%
	99
	 	116%
	98
	 	112%
	97
	 	108%
	96
	 	104%
	75 to 95
	 	100%
	70 to 74
	 	90%
	65 to 69
	 	80%
	60 to 64
	 	70%
	55 to 59
	 	60%
	50 to 54
	 	50%
	Below 50
	 	0%






	 	 	 
	 

	 	In the event Company’s EPS exceeds the EPS Target,
the IO Component payout percentage (determined as
set forth above) will be multiplied by the
percentage payout of the EPS Component.
	 
	 	 
	Adjustment of Targets:

	 	Upon the recommendation of the CEO, the
Compensation Committee may (but has no
obligation to) adjust the bonus
criteria, targets or






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	 	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 EPS Target.
	 
	 	 
	Determination of Target Bonus:

	 	Target Bonuses are determined based upon
competitive peer group and/or general
industry market data for specific
positions. Target Bonus amounts are generally set within ranges
dependent upon base salary ranges as follows:






	 	 	 
	Base
Salary Range	 	Target
Bonus
	$300,000 - $500,000
	 	50% - 70%
	$500,000 - $700,000
	 	70% - 80%
	$700,000+
	 	80% - 120%









	 	 	 
	Eligibility:

	 	Employees who transfer into or out of
Dean Foods’ headquarters will be
eligible to participate in the Plan.
Payment of incentive compensation to
these employees will be made prorata
based on the actual time spent at
headquarters.
	 
	 	 
	 

	 	New hires must be approved as eligible
participants in the Plan by the CEO or
head of HR. All newly hired employees
will have their bonus determined on a
pro-rata basis based on the length of
employment during the year.
	 
	 	 
	 

	 	A Participant must be a full time
employee as of the date payments under
the Plan are made to be eligible to
receive a bonus. Bonus payments are
typically made within 60 days of the end
of the applicable measurement year.
	 
	 	 
	Special Awards:

	 	Upon recommendation of the CEO (and
reviewed with the Board of Directors or
Compensation Committee if such
Participant is an executive officer),
special awards may be made to individual
Participants in the Plan in recognition
of extraordinary achievement which has
created or will create long-term value
for Dean Foods and its shareholders.






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DEAN FOODS DAIRY GROUP

2007 SHORT TERM INCENTIVE COMPENSATION PLAN




	 	 	 
	Purpose:

	 	To (i) align employee compensation with the long-term
interests of our shareholders, (ii) motivate employees to
create sustained shareholder value, and (iii) ensure retention
of key personnel by ensuring that compensation remains
competitive.
	 
	 	 
	Participants:

	 	Key management personnel and senior executive officers of Dean
Foods Dairy Group who are in positions to influence and/or
control results in their specific areas of responsibility.
	 
	 	 
	Payout Criteria:

	 	The criteria for payment to Participants under this Plan and
the weighting of such criteria is based on position in the
organization, performance against business unit financial
targets and performance against individual objectives as set
forth below.
	 
	 	 
	 

	 	Dairy Group Senior Leadership Team
	 
	 	 
	 

	 	     25%      Dairy Group Operating Income vs. Plan
	 

	 	     25%      Growth in Dairy Group Operating Income vs. Prior Year
	 

	 	     25%      Individual Objectives (“IO Component”)
	 

	 	     25%      Overall Dean Foods EPS vs. Plan*








 




			
	*	 	Payout on same scale as Corporate Bonus Plan




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	Individual objectives:

	 	The amount of the IO Component of the bonus paid to each
individual will be determined based on his or her attainment
of certain specified individual performance objectives. For
each participant, these objectives will include: (i)
supporting the Company’s strategic initiatives (such as
central purchasing projects and its finance and accounting
realignment), (ii) adhering to the Company’s Code of Ethics,
supporting its training programs and compliance initiatives
and promoting a culture of compliance and integrity, and (iii)
such other objectives (qualitative and/or quantitative) which
are to be determined by a participants supervisor or manager
and communicated to the participant. Each objective will be
assigned a “weighting” factor based on the importance of each
particular objective to the overall goals for the year.
	 
	 	 
	 

	 	Each of the objectives should be reviewed periodically
throughout the year and a final evaluation completed at the
end of the year. As part of this final evaluation, each
objective will be assigned a rating score that will range
between 0% and 100%. Each objective will then be multiplied
by its “weighting” factor to determine the raw score to be
utilized for such objective. Once the raw score has been
determined for each objective, total overall score will be
determined.
	 
	 	 
	 

	 	The total overall score will then be utilized to determine the
percentage payment for the IO Component of the bonus, based on
the following scale:






	 	 	 
	Total	 	Payout as a % of
	Overall Score	 	Individual Target
	100
	 	120%
	99
	 	116%
	98
	 	112%
	97
	 	108%
	96
	 	104%
	75 to 95
	 	100%
	70 to 74
	 	90%
	65 to 69
	 	80%
	60 to 64
	 	70%
	55 to 59
	 	60%
	50 to 54
	 	50%
	Below 50
	 	0%






	 	 	 
	 

	 	In the event the average of the other bonus targets (actual
operating income, growth in operating income, EPS, as
applicable) exceed target, the IO Component payout percentage
(determined as set forth above) will be multiplied by the
average percentage payout of such other bonus targets.
	 
	 	 
	Adjustment of Targets:

	 	Upon the recommendation of the CEO, the
Compensation Committee may (but has no
obligation to) adjust the bonus
criteria, targets or






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	 	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 EPS Target or a
region’s or business unit’s Operating
Income Target.
	 
	 	 
	Determination of Target Bonus:

	 	Target Bonuses are determined based upon
competitive general industry market data
for specific positions. Target Bonus amounts are generally set within
ranges dependent upon base salary ranges of follows:






	 	 	 
	Base
Salary Range	 	Target
Bonus
	$300,000 - $500,000
	 	50% - 65%
	$500,000 - $700,000
	 	65% - 80%
	$700,000+
	 	80% - 100%







	 	 	 
	Eligibility:

	 	Employees who transfer into or out of
Dean Foods’ headquarters will be
eligible to participate in the Plan.
Payment of incentive compensation to
these employees will be made prorata
based on the actual time spent at
headquarters.
	 
	 	 
	 

	 	New hires must be approved as eligible
participants in the Plan by the Dairy
Group President, Chief Operating Officer
or Senior Vice President – HR. All
newly hired employees will have their
bonus determined on a pro-rata basis
based on the length of employment during
the year.
	 
	 	 
	 

	 	A Participant must be a full time
employee as of the date payments under
the Plan are made to be eligible to
receive a bonus. Bonus payments are
typically made within 60 days of the end
of the applicable measurement year.
	 
	 	 
	Special Awards:

	 	Upon recommendation of the Dairy Group
President, special awards may be made to
individual participants in the Plan in
recognition of extraordinary achievement
which has created or will create
long-term value for Dean Foods and its
shareholders.






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WHITEWAVE FOODS

2007 SHORT TERM INCENTIVE COMPENSATION PLAN




	 	 	 
	Purpose:

	 	To (i) align employee compensation with the
long-term interests of our shareholders, (ii)
motivate employees to create sustained shareholder
value, and (iii) ensure retention of key personnel
by ensuring that compensation remains competitive.
	 
	 	 
	Participants:

	 	Key management personnel and senior officers of
WhiteWave Foods who are in positions to influence
and/or control results in their specific areas of
responsibility.
	 
	 	 
	Payout Criteria:

	 	The criteria for payment to Participants under
this Plan and the weighting of such criteria is
based on position in the organization, performance
against financial targets and performance against
individual objectives as set forth below.
	 
	 	 
	 

	 	Senior Leadership Team (excluding Brand Leaders)
	 

	 	     25%      WWF Net Sales vs. Plan
	 

	 	     25%      WWF Operating Income vs. Plan
	 

	 	     30%      Company/Individual Objectives
	 

	 	     20%      Dean Foods Operating Income vs. Plan
	 
	 	 
	Individual objectives:

	 	A portion (30% or 50%) of the Target Bonus of each
individual will be based on his or her attainment
of certain specified individual performance
objectives. For each Participant, these
objectives will include specific goals and
objectives in support of the Company’s overall
goals and strategy to be determined and
communicated to each Participant. In addition,
each Participant is expected to adhere to the
Company’s Code of Ethics, support its training
programs and compliance initiatives and promote a
culture of compliance and integrity. The
individual payout percentages will be increased or
decreased by the applicable payout percentage
based on WWF financial performance. (For example,
if an individual achieves 100% of his or her
individual company objectives, and WWF operating
income and net sales are 80% of target, such
individual would receive 80% of his or her Target
Bonus.)
	 
	 	 
	Adjustment of Targets:

	 	Upon the recommendation of the CEO, the
Compensation Committee may (but has no obligation
to) adjust the bonus criteria, targets or payout
scale upon the occurrence of extraordinary events
or






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	 	circumstances. Significant acquisitions or
dispositions of assets or companies may result in
an adjustment to the sales or operating income
targets.
	 
	 	 
	Determination of
Target Bonus:

	 	Target Bonuses are determined based upon
competitive general industry market data for
specific positions. Target Bonus amounts are generally set within
ranges dependent upon base salary ranges of follows:






	 	 	 
	Base
Salary Range	 	Target
Bonus
	$300,000 - $500,000
	 	50% - 60%
	$500,000 - $700,000
	 	60% - 80%
	$700,000+
	 	80% - 100%






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	Eligibility:

	 	New hires must be approved as eligible participants in the
Plan by the President/CEO or Senior Vice President – HR.
All newly hired employees will have their bonus determined
on a pro-rata basis based on the length of employment
during the year.
	 
	 	 
	 

	 	A Participant must be a full time employee as of the date
payments under the Plan are made to be eligible to receive
a bonus. Bonus payments are typically made within 60 days
of the end of the applicable measurement year.
	 
	 	 
	Special Awards:

	 	Upon recommendation of the President/CEO, special awards
may be made to individual participants in the Plan in
recognition of extraordinary achievement which has created
or will create long-term value for Dean Foods and its
shareholders.







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