exv10w10



 





Exhibit 10.10




DESCRIPTION OF COMPENSATION ARRANGEMENTS FOR EXECUTIVE OFFICERS




     Set forth below is a description of the compensation arrangements for each of our executive
officers. The compensation arrangements consist of salary, annual incentive compensation, equity
awards and certain perquisites. We do not have agreements with any of our executive officers
except as set forth below.



     The cash salary and bonus payable to each executive officer for 2007 is set forth below.



	 	 	 	 	 
	NAME AND POSITION	 	2007 BASE SALARY	 	2007 TARGET BONUS %(1)
	 
	Gregg L. Engles, Chairman of the Board and Chief Executive Officer
	 	$1,275,000	 	120
	Jack F. Callahan, Chief Financial Officer (2)
	 	480,000	 	65
	Alan Bernon, President-Dairy Group(3)
	 	620,000	 	80
	Joseph Scalzo, President-WhiteWave Foods Company(4)
	 	660,000	 	80
	Michelle P. Goolsby, Chief Administrative Officer and General Counsel
	 	535,000	 	70
	Pete Schenkel, Vice Chairman(5)
	 	350,000	 	50
	Ronald H. Klein, Senior Vice President-Corporate Development
	 	370,000	 	55





 





	(1)	 	Target bonus percentages included in the table are expressed as a percentage of base
salary. Pursuant to our Executive Incentive Compensation Plan, executive officers are
eligible to receive 0% to 200% of their target bonuses, depending on the level of achievement
of the performance criteria established by the Compensation Committee of our Board of
Directors. The Executive Incentive Compensation Plan was filed as Exhibit 10.6 to our Annual
Report on Form 10-K for the year ended December 31, 2005.
	 
	(2)	 	On May 9, 2006, we entered into an employment agreement and certain related agreements with
Mr. Callahan pursuant to which he became CFO of our Company. Copy of the agreement was filed
as an Exhibit to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.
	 
	(3)	 	On October 7, 2005, we entered into an employment agreement and certain related agreements
with Mr. Scalzo pursuant to which he became President of WhiteWave Foods Company. The terms
of our agreement are disclosed in our current report on Form 8-K dated August 30, 2005. Copy
of the agreement we entered into with Mr. Scalzo was filed as an Exhibit to our Quarterly
Report on Form 10-Q for the quarter ended September 30, 2005.
	 
	(4)	 	On September 7, 2005, we entered into an employment agreement and certain related agreements
with Mr. Bernon, pursuant to which he became President of the Dairy Group effective January 1,
2006. The terms of the agreement are disclosed in our Current Report on Form 8-K dated
September 13, 2005. Copy of the agreement was filed as an Exhibit to our Quarterly Report on
Form 10-Q for the quarter ended September 30, 2005.
	 
	(5)	 	Mr. Schenkel resigned as President of Dean Dairy Group effective December 31, 2005.
Beginning January 1, 2006 Mr. Schenkel became Vice Chairman of our Board of Directors for a
period of 2 years. On December 2, 2005, we entered into an agreement with Mr. Schenkel
pursuant to which we agreed to the terms of his employment as vice chairman, including his
compensation. The terms of the agreement are disclosed in our Current Report on Form 8-K
filed December 7, 2005. A copy of the agreement was filed as Exhibit 10.21 to our Annual
Report on Form 10-K for the year ended December 31, 2005.





     Awards of equity compensation are made in accordance with our 1997 Eighth Amended and Restated
Stock Option and Restricted Stock Plan and our 1989 Third Amended and Restated Stock Award Plan (or
any successor plans), filed as Exhibits 10.1 and 10.2, respectively, to our Annual Report on Form
10-K for the year ended December 31, 2005.



     All executive officers are eligible to participate in our Post-2004 Executive Deferred
Compensation Plan, filed as Exhibit 10.3 to our Annual Report on Form 10-K for the year ended
December 31, 2004.



     Our executive officers are entitled to all benefits generally available to all employees. In
addition, our executive officers receive certain benefits payable under our Supplemental Executive
Retirement Plan, filed as Exhibit 10.8 to our Annual Report on Form 10-K for the year ended
December 31, 2004, for the benefit of employees who received salary and cash bonus in excess of the
amount which IRS regulations allow to be taken into account under a 401K plan. Our executives also
receive an annual physical examination benefit. Certain executive officers occasionally use our
company plans for personal travel. Mr. Schenkel receives an automobile allowance and certain club
memberships. Also, pursuant to certain agreements between Mr. Schenkel and our Southern Foods
subsidiary that pre-date our purchase of that business from Mr. Schenkel in January 2000, Mr.
Schenkel received a lifetime supplemental health insurance benefit for himself and his wife. We
have entered into certain Change in Control agreements with our executive officers in substantially
the Form filed as Exhibit 10.24 to our Annual Report on Form 10-K for the year ended December 31,
2005. Our executive officers are also entitled to benefits under the Executive Severance Plan in
the event of a qualifying termination. A copy of the Executive Severance Plan is filed herewith as
Exhibit 10.12.