Exhibit 10.1

 

DEAN FOODS COMPANY CORPORATE

2018 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 variable cash compensation.
    
	
 
    	
 
    	
 
    
	
Participants:
    	
 
    	
Employees of Dean Foods who are in positions to   influence and/or control results of the Company and/or their specific areas   of responsibility are eligible to participate.
    
	
 
    	
 
    	
 
    
	
Payout Criteria:
    	
 
    	
The criteria for payment to Participants under this   short-term incentive (“STI”) compensation plan (the “STI Plan” or “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; provided that no short-term   incentive compensation will be paid unless the Company achieves at least a   minimum adjusted operating income target established by the Committee
    


 

	
Participant Group
    	
 
    	
Components
    
	
CEO
    	
 
    	
· 75%   Financial Objectives
    
	
EVP, CFO
    	
 
    	
(Based on Dean Foods Adjusted Operating Income   Target)
    
	
EVP, General Counsel, Corporate Secretary &   Govt. Affairs
    	
 
    	
· 25%   Individual Objectives

(Based on Achievement of Individual Objectives;   subject to achievement of minimum Adjusted Operating Income Threshold)
    
	
EVP, Supply Chain
    	
 
    	
 
    
	
SVP, Chief Customer, Mktg & Innovation   Officer
    	
 
    	
 
    
	
SVP, CIO
    	
 
    	
 
    
	
SVP, Field Sales
    	
 
    	
 
    
	
SVP, Finance & CAO
    	
 
    	
 
    
	
SVP, Frozen
    	
 
    	
 
    
	
SVP, Group Sales
    	
 
    	
 
    
	
SVP, Human Resources
    	
 
    	
 
    
	
SVP, Logistics
    	
 
    	
 
    
	
SVP, Operations
    	
 
    	
 
    
	
SVP, Procurement
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
All grade 10-20 and grade 99 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 STI 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.
    
	
 
    	
 
    	
 
    
	
Individual Objectives:
    	
 
    	
Each Participant has 25% of his or her 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. Any payout under the individual objectives portion   of the STI award is subject to the Company meeting a 
    


 











 


	
 
    	
 
    	
minimum Adjusted Operating Income threshold equal to   80.1% of the Adjusted Operating Income Target established by the Compensation   Committee. Actual earned awards are based on the individual’s performance against   individual objectives and rating under the Performance Management Process.
    
	
 
    	
 
    	
 
    
	
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 Code).
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“Retirement” is defined as age sixty-five (65).
    
	
 
    	
 
    	
 
    
	
Eligibility:
    	
 
    	
Eligibility is determined by salary grade in the   Company, or as approved by the SVP, Human Resources, or his/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 an Unsatisfactory Performance (or equivalent) 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.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For a Participant receiving a Needs Improvement (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 during the Plan Year, 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) failure to perform substantially a Participant’s   duties; (ii) 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.