exv10w3



 





Exhibit 10.3




May 3, 2007




Mr. Paul Moskowitz

3709 Lake Hollow Way

Plano TX 75093




Dear Paul:




I am very pleased to offer you the position of Executive Vice President/Human Resources, reporting
directly to me. I look forward to having you join our executive team as soon as possible.



Here are the specifics of your offer:



Base Salary




You will be paid (on a bi-weekly basis) an annual salary of $390,000. Your salary will be reviewed
annually.



Signing Bonus




You will receive a signing bonus of $115,000.00, less payroll taxes, to be paid within thirty (30)
days following commencement of employment.



Annual Bonus Opportunity




You will be eligible to earn an annual bonus with a target amount equal to 60% of your annualized
salary, subject to Dean Foods’ achievement of certain operating targets and satisfaction of
to-be-determined personal objectives. You can earn up to 200% of your targeted bonus if such
targets are exceeded. Annual bonuses are typically paid in mid February based on results of the
preceding calendar year. Your bonus for 2007 will be prorated, based on your start date, and will
be guaranteed to be paid at no less than target.



Long-Term Incentive Awards




You will be granted options to purchase 45,000 shares of Dean Foods common stock. The exercise
price of the options will be the closing price of a share of Dean Foods stock on the date of grant
by our Board of Directors. The options will vest in equal installments over a period of three (3)
years, beginning on the date of the grant. You



 









 





Mr. Paul Moskowitz

May 3, 2007

Page 2 of 3




will also be awarded 15,000 restricted shares that will vest in equal installments over a
five-year period, or earlier if certain stock price performance targets are met. You will be
eligible for future equity grants under the Dean Foods Long-Term Incentive Program in the future,
commencing in February 2008. The amount and nature of future long-term incentive awards will be
determined by the Board of Directors.



Additional “Sign On” Long-Term Incentive Awards




On commencement of employment, you will also be awarded options to purchase 21,500 shares of Dean
Foods stock with an exercise price per share equal to the closing price of Dean Foods stock on the
date of grant. Such options will vest over a three-year period commencing on the date of grant.



Management Deferred Compensation Plan




You will be eligible to participate in the Deferred Compensation Plan. The plan provides eligible
executives with the opportunity to save on a tax-deferred basis. You will receive general
information and enrollment materials at your home address approximately 30 — 45 days after your
start date.



Vacation Benefits




You will be granted five (5) weeks vacation. Unused vacation is not carried forward from year to
year.



COBRA Support




Should you elect COBRA (health insurance) coverage from your previous employer, Dean Foods will pay
your COBRA premiums (minus your normal Dean Foods contribution) until you become eligible for Dean
Foods benefits (approximately 60 days following hire).



Benefits Plan Reference




Attached to this letter is an overview of Dean Foods’ Health Benefits, savings and 401k programs,
and other benefits. If you have questions regarding these programs or eligibility, please call
Robby Dunn at 214-303-3557.



Severance




You will be entitled to participate in our Executive Severance Pay Plan. Under this Plan, if your
employment is terminated at any time as a result of a “qualifying termination,” meaning your
voluntary termination for Good Reason, or your involuntary termination without Cause (as defined in
the Executive Severance Pay Plan), you will receive a lump sum severance payment equivalent to 2
times your annual base salary and target
bonus, less lawful deductions in accordance with the Company’s Executive Severance Pay Plan. You
will also receive a lump sum cash payment for the “in the money” value of all equity awards that
would vest over the 24 months following the date of termination in accordance with the terms of the
Executive Severance Pay Plan.



 









 





Mr. Paul Moskowitz

May 3, 2007

Page 3 of 3




Non Qualifying Termination




In the event that your employment with Dean Foods is terminated either for Cause or by you
voluntarily and without Good Reason, no severance payment will be made. If your employment is
terminated either for Cause or by you voluntarily and without Good Reason, all unvested stock
option and other equity grants made to you and your rights thereunder will be automatically
terminated.



Change In Control Provisions




You will be provided a Change in Control agreement comparable to that currently provided to other
Dean Foods executive officers. In general, this agreement provides benefits of three times your
annual salary and target bonus, plus vesting of all equity awards and continued health coverage for
a two-year period in certain circumstances following a Change in Control of Dean Foods. As stated
in the Change in Control Agreement, in order to receive these benefits, your employment must be
terminated, either by the Company within two years after a Change in Control, or by you for good
reason within such two-year period. The details of these provisions will be set forth more fully
in the Change in Control Agreement.



New Hire Processes




You are required to comply with the Dean Foods Code of Ethics as a condition of employment. You
are required to sign the Compliance Certificate contained within the Code of Ethics at the time
your employment begins and periodically thereafter. Your position also requires that you sign a
Non-Competition Agreement.



Conclusion




Paul, I am delighted at the prospect of you joining our team. I look forward to working with you
and am confident that you will make many significant and lasting contributions to our organization.



Best regards,




/s/
Gregg L. Engles




Agreed and accepted:





/s/ Paul Moskowitz





May 3, 2007