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EXHIBIT
10.13




DEAN FOODS COMPANY

2007 RESTRICTED STOCK UNIT (“RSU”)

AWARD AGREEMENT




     This AGREEMENT (this “Agreement”), effective as of the date indicated on the Notice of
Grant delivered herewith (the “Notice of Grant”), is made and entered into by and between
Dean Foods Company, a Delaware corporation (the “Company”), and the individual named on the
Notice of Grant (“you”).



WITNESSETH:




     WHEREAS, the Board of Directors of the Company has adopted and approved the Dean Foods Company
Third Amended and Restated 1989 Stock Awards Plan (the “Plan”), which Plan was approved as
required by the Company’s stockholders and provides for the grant of Options, Restricted Stock and
other stock-based Awards to certain selected Employees and Non-Employee Directors of the Company
and its Subsidiaries. Capitalized terms used and not otherwise defined in this Agreement shall
have the meanings set forth in the Plan; and



     WHEREAS, during your employment, and based upon the position you hold with the Company and/or
its Subsidiaries that makes you eligible to receive this Award, you have acquired and will continue
to acquire, by reason of your position, substantial knowledge of the operations and practices of
the business of the Company;



     WHEREAS, the Company desires to assure that, to the extent and for the period of your service
and for a reasonable period thereafter, it may maintain the confidentiality of its trade secrets
and proprietary information, goodwill and other legitimate business interests, each of which could
be compromised if any competitive business were to secure your services; and



     WHEREAS, the Awards provided for under the Plan are intended to comply with the requirements
of Rule 16b-3 under the Exchange Act; and



     WHEREAS, the Committee has selected you to participate in the Plan and has awarded the
restricted stock units (“RSUs”) described in this Agreement to you.



     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements
herein contained, and as an inducement to you to continue as an employee of the Company (or its
Subsidiaries), you and the Company hereby agree as follows:



     1. Grant of Award. The Company hereby grants to you and you hereby accept, subject to
the terms and conditions set forth in the Plan and in this Agreement, the number of RSUs shown on
the Notice of Grant, effective as of the date indicated on the Notice of Grant (the
“Date of Grant”). Each RSU represents the right to receive one share of the Company’s



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Common Stock, subject to the terms and conditions set forth in the Plan and in this Agreement. The
shares of Common Stock that are issuable upon vesting of the RSUs granted to you pursuant to this
Agreement are referred to in this Agreement as “the Shares.” Subject to the provisions of
Sections 2(c), 3(b) and 7 hereof, this Award of RSUs is irrevocable and is intended to conform in
all respects with the Plan.




     2. Vesting.



          (a) Regular Vesting. Except as otherwise provided in the Plan or in this Section 2,
your RSUs will vest ratably in five equal annual increments commencing on the first anniversary of
the Date of Grant.




          (b) Accelerated Vesting.




               (1) Notwithstanding the vesting schedule in Section 2(a) above, 100% of the unvested RSUs
subject to this Award will become fully vested, on the date specified below, if the Volume Weighted
Average Price (as defined below) of the Company’s Common Stock equals or exceeds $67.30 per share
for any 60 consecutive trading days (the “Stock Performance Target”). For purposes of this
Agreement, “Volume Weighted Average Price” means, for any given 60 consecutive trading
days:




	 	(i)	 	the aggregate sales price of all trades of
Common Stock during such 60 day period,
	 
	 	 	 	divided by
	 
	 	(ii)	 	the total number of shares of Common Stock
traded during such 60 day period.




If the Stock Performance Target is achieved, 100% of your unvested RSUs subject to this Award will
become automatically vested on the later of (i) August 12, 2009, or (ii) the trading day on which
the Stock Performance Target is achieved. The failure of the Common Stock to achieve the Stock
Performance Target will not prevent your RSUs from vesting in accordance with Section 2(a) or
2(b)(2) of this Agreement.




               (2) In addition to the vesting provisions contained in Sections 2(a) and 2(b)(1) above, your
RSUs will automatically and immediately vest in full upon a Change in Control.



          (c) Forfeiture of Unvested RSUs. Notwithstanding the provisions of Sections 2(a) and
2(b) above or any provisions of the Plan to the contrary, if your employment with the Company or
any Subsidiary terminates for any reason (including, without limitation, by reason of your death,
permanent or total disability, Qualifying Retirement or other retirement) before all or any portion
of the RSUs subject to this Award have vested, the unvested RSUs will be
immediately forfeited and neither you nor your estate will have any further rights to such
unvested RSUs or the Shares represented by those forfeited RSUs.




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     3. Distribution of Shares.



          (a) Distribution Upon Vesting. The Company will distribute to you (or to your estate
in the event that your death occurs after a vesting date but before distribution of the
corresponding Shares) the Shares of Common Stock represented by the RSUs that vested on such
vesting date as soon as administratively practicable after such vesting date but in no event later
than the fifteenth day of the third calendar month beginning after the calendar year in which such
RSUs shall have become vested.




          (b) Forfeiture of Shares. Notwithstanding any provision of this Agreement or the Plan
to the contrary, if you are discharged from the employment of the Company or any of its
Subsidiaries for Cause (as defined below), your rights in your RSUs whether vested or unvested and
your right to receive any undistributed Shares will be immediately and permanently forfeited. For
purposes of this Agreement, your discharge will be deemed to be “for Cause” only if you
have (i) engaged in willful and intentional misconduct or gross negligence in the performance of,
or willful neglect of, your duties, which has caused material injury (monetary or otherwise) to the
Company, or (ii) willfully and without authorization disclosed Confidential Information (as defined
below) that resulted in or could reasonably result in material harm to the Company or any
Subsidiary, or (iii) been convicted of a felony, or (iv) violated the Company’s Code of Ethics.
The determination of whether you have been discharged for Cause will be determined by the Board or
the Committee. For purposes of this Agreement, “Confidential Information” shall mean all
business records, trade secrets, know-how, customer lists or compilations, terms of customer
agreements, sources of supply, pricing or cost information, financial information or personnel data
and other confidential or proprietary information used and/or obtained by you in the course of your
employment with the Company or any Subsidiary; provided that the term “Confidential Information”
will not include information which (i) is or becomes publicly available other than as a result of a
disclosure by you which is prohibited by this agreement or by any other legal, contractual or
fiduciary obligation that you may owe to the Company or any Subsidiary, or (ii) is widely known
within one or more of the industries in which the Company or any Subsidiary operates, or you can
demonstrate was otherwise known to you prior to becoming an employee of the Company or any
Subsidiary, or (iii) is or becomes available to you on a nonconfidential basis from a source (other
than the Company or any Subsidiary, including any employee thereof) that is not prohibited from
disclosing such information to you by a legal, contractual or fiduciary obligation to the Company
or any Subsidiary.




          (c) Compliance With Law. The Company shall not be obligated to issue your Shares upon
the vesting of any RSU or otherwise unless the issuance and delivery of such Shares complies with
all relevant provisions of law and other legal requirements including, without limitation, any
applicable federal or state securities laws and the requirements of any stock exchange upon which
shares of the Company’s Common Stock may then be listed. As a condition to the distribution of
your Shares, the Company may require you to make such representations and warranties as may be
necessary to assure the availability of an exemption from the registration requirements of applicable federal or state securities laws. The Company
shall not be liable for refusing to issue your Shares if the Company cannot obtain authority from




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the appropriate regulatory bodies deemed by the Company to be necessary to lawfully distribute your
Shares. In addition, the Company shall have no obligation to you, express or implied, to list,
register or otherwise qualify any of your Shares of Common Stock.




     4. Shareholder Rights. Except as set forth in the Plan, neither you nor any person
claiming under or through you shall be, or have any of the rights or privileges of, a stockholder
of the Company in respect of the Shares issuable pursuant to this Award unless and until your
Shares shall have been issued.



     5. Tax Withholding. Any provision of this Agreement to the contrary notwithstanding,
the Company may take such steps as it deems necessary or desirable for the withholding of any taxes
that it is required by law or regulation of any governmental authority, federal, state or local,
domestic or foreign, to withhold in connection with vesting of any RSU or issuance of any of the
Shares subject thereto.



     6. Transfer of RSUs. The RSUs granted herein are not transferable except in
accordance with the provisions of the Plan.



     7. Covenant Not to Compete or Solicit. You acknowledge that (i) the Company is
engaged in a continuous program of research, development and production respecting its business
throughout the United States (the foregoing, together with any other businesses in which the
Company engages from the date hereof to the date of the termination of your employment with the
Company and its Subsidiaries as the “Company Business”); (ii) your work for and position with the
Company and/or one of its Subsidiaries has allowed you, and will continue to allow you, access to
trade secrets of, and Confidential Information concerning the Company Business; (iii) the Company
Business is national and international in scope; (iv) the Company would not have agreed to grant
you this Award but for the agreements and covenants contained in this Agreement; and (v) the
agreements and covenants contained in this Agreement are necessary and essential to protect the
business, goodwill, and customer relationships that Company and its Subsidiaries have expended
significant resources to develop. The Company agrees and acknowledges that, on or following the
date hereof, it will provide you with one or more of the following: (a) authorization to access
Confidential Information through a new computer password or by other means, (b) authorization to
represent the Company in communications with customers and other third parties to promote the
goodwill of the business in accordance with generally applicable Company policies and (c) access to
participate in certain restricted access meetings, conferences or training relating to your
position with the Company. You understand and agree that if Confidential Information were used in
competition against the Company, the Company would experience serious harm and the competitor would
have a unique advantage against the Company.



     In light of the foregoing and in consideration of this Award, you hereby agree that, during
the term of your employment with the Company or any Subsidiary and for a period of two years
thereafter, you will not, directly or indirectly, individually or on behalf of any person or entity
other than the Company or any of its Subsidiaries:



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          (a) Become associated with (as defined below) any company or business (other than the Company
or any Subsidiary) engaged primarily in the manufacture, distribution, sale or marketing of any of
the Relevant Products (as defined below) in any geographical area in which the Company or any of
its Subsidiaries operates;




          (b) Approach, consult, solicit business from, or contact or otherwise communicate, directly or
indirectly, in any way with any Customer (as defined below) in an attempt to (1) divert business
from, or interfere with any business relationship of the Company or any of its Subsidiaries, or (2)
convince any Customer to change or alter any of such Customer’s existing or prospective contractual
terms and conditions with the Company or any Subsidiary; or




          (c) Solicit, induce, recruit or encourage, either directly or indirectly, any employee of the
Company or any Subsidiary to leave his or her employment with the Company or any Subsidiary or
employ or offer to employ any employee of the Company or any Subsidiary. For the purposes of this
section, an employee of the Company or any Subsidiary shall be deemed to be an employee of the
Company or any Subsidiary while employed by the Company and for a period of 60 days thereafter.




     For purposes of this Agreement, the following terms shall have the meanings indicated:



     “associated with” means to become involved or act as an owner, partner, stockholder,
investor, joint venturer, lender, director, manager, officer, employee, consultant, independent
contractor, representative or agent.



     “Customer” means any and all persons or entities who purchased any Relevant Product
from the Company or any Subsidiary during the term of your employment with the Company or any
Subsidiary and as to whom, within the course of the last two years of your employment with the
Company or any Subsidiary, (a) you or someone under your supervision had contact or (b) you
received or had access to Confidential Information.



     “Relevant Product(s)” means (i) milk and milk-based beverages, (ii) creams and
creamers, (iii) ice cream and ice cream novelties, (iv) ice cream mix, and (v) cultured dairy
products.



     Notwithstanding the foregoing, (1) the restrictions of subsection 7(a) above shall terminate
immediately if your employment with the Company or any Subsidiary is terminated by the Company or
such Subsidiary without Cause (as defined in Section 3(b) hereof), and (2) you are not prohibited
from owning, either of record or beneficially, not more than five percent (5%) of the shares or
other equity of any publicly traded company. Your obligation under this Section 7 shall survive
the vesting or forfeiture of your RSUs and/or the distribution or forfeiture of the underlying
Shares.



     The provisions of this Section 7 are not intended to override, supercede, reduce, modify or
affect in any manner any other non-competition or non-solicitation agreement between you and
the Company or any Subsidiary. Any such covenant or agreement shall remain in full force and
effect in accordance with its terms. Any breach of any provision of this Section 7 will result in
immediate and complete forfeiture of your unvested RSUs and your undistributed Shares. In



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addition, you hereby agree that if you violate any provision of this Section 7, you will return to
the Company any Shares that were previously issued to you or, if you no longer own the Shares, an
amount in cash equal to the fair market value of any such Shares on the date they were issued to
you. In addition, the Company will be entitled to injunctive and other relief to prevent or enjoin
any violation of the provisions of this Agreement. You also agree that, if you are found to have
breached any of the time-limited covenants in this Section 7, the time period during which you are
subject to such covenant shall be extended by one day for each day you are found to have violated
such restriction, up to a maximum of two years.




     You acknowledge that you have given careful consideration to the restraints imposed by this
Agreement, and you fully agree that they are necessary for the reasonable and proper protection of
the business of the Company and its Subsidiaries. The restrictions set forth herein shall be
construed as a series of separate and severable covenants. You agree that each and every restraint
imposed by this Agreement is reasonable with respect to subject matter, time period, and
geographical area. Except as expressly set forth herein, the restraints imposed by this Agreement
shall continue during their full time periods and throughout the geographical area set forth in
this Agreement.



     If you have violated any provision of this Section 7 and any of the provisions of subsections
(a), (b) or (c) of this Section 7 are deemed to be unenforceable, then (1) your unvested RSUs and
undistributed Shares shall be forfeited and (2) you hereby agree that you will return to the
Company any Shares that were previously issued to you or, if you no longer own the Shares, an
amount in cash equal to the fair market value of any such Shares on the date they were issued to
you. In addition, if any of the restrictions of this Section 7 are deemed unenforceable as
written, you and the Company expressly authorize the court to revise, delete, or add to the
restrictions contained in this Section 7 to the extent necessary to enforce the intent of the
parties and to provide the goodwill, confidential information, and other business interests of the
Company and its Subsidiaries with effective protection.



     8. Plan Incorporated. You accept the RSUs hereby granted subject to all the
provisions of the Plan, which, except as expressly contradicted by the terms hereof, are
incorporated into this Agreement, including the provisions that authorize the Committee to
administer and interpret the Plan and which provide that the Committee’s decisions, determinations
and interpretations with respect to the Plan are final and conclusive on all persons affected
thereby.



     9. Assignment of Intellectual Property Rights. In consideration of the granting of
the Option, the Participant hereby agrees that all right, title and interest to any and all
products, improvements or processes (“Intellectual Property”) whatsoever, discovered,
invented or conceived during the course of employment with the Company or any of its Subsidiaries,
relating to the subject matter of the business of the Company or any of its Subsidiaries or which
may be directly or indirectly utilized in connection therewith, are vested in the Company, and the
Participant hereby forever waives any and all interest he or she may have in such Intellectual
Property and agrees to assign such Intellectual Property to the Company. In addition, all writings
produced in the course of work or employment for the Company or any Subsidiary are



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works produced
for hire and the property of the Company and its Subsidiaries, including any copyrights for those
writings.




     10. Miscellaneous.



          (a) No Guaranteed Employment. Nothing contained in this Agreement shall affect the
right of the Company to terminate your employment at any time, with or without Cause, or shall be
deemed to create any rights to employment on your part. The rights and obligations arising under
this Agreement are not intended to and do not affect the employment relationship that otherwise
exists between the Company and you, whether such employment relationship is at will or defined by
an employment contract. Moreover, this Agreement is not intended to and does not amend any
existing employment contract between the Company and you. To the extent there is a conflict
between this Agreement and such an employment contract, the employment contract shall govern and
take priority.




          (b) Notices. Any notice to be given to the Company under the terms of this Agreement
shall be addressed to the Company at its principal executive offices, and any notice to be given to
you shall be addressed to you at the address set forth on the attached Notice of Grant, or at such
other address for a party as such party may hereafter designate in writing to the other. Any such
notice shall be deemed to have been duly given if mailed, postage prepaid, addressed as aforesaid.




          (c) Binding Agreement. Subject to the limitations in this Agreement on the
transferability by you of the Award granted herein, this Agreement shall be binding upon and inure
to the benefit of the representatives, executors, successors or beneficiaries of the parties
hereto.




          (d) Governing Law. The interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the State of Delaware and the United States, as applicable,
without reference to the conflict of laws provisions thereof.




          (e) Severability. If any provision of this Agreement is declared or found to be
illegal, unenforceable or void, in whole or in part, then the parties shall be relieved of all
obligations arising under such provision, but only to the extent that it is illegal, unenforceable
or void, it being the intent and agreement of the parties that this Agreement shall be deemed
amended by modifying such provision to the extent necessary to make it legal and enforceable while
preserving its intent or, if that is not possible, by substituting therefor another provision that
is legal and enforceable and achieves the same objectives.




          (f) Interpretation. All section titles and captions in this Agreement are for
convenience only, shall not be deemed part of this Agreement, and in no way shall define, limit,
extend or describe the scope or intent of any provisions of this Agreement.




          (g) Entire Agreement. This Agreement constitutes the entire agreement among the
parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and
understandings pertaining thereto.




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          (h) No Waiver. No failure by any party to insist upon the strict performance of any
covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy
consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant,
duty, agreement or condition.




          (i) Counterparts. This Agreement may be executed in counterparts, all of which
together shall constitute one agreement binding on all the parties hereto, notwithstanding that all
such parties are not signatories to the original or the same counterpart.




          (j) Relief. In addition to all other rights or remedies available at law or in
equity, the Company shall be entitled to injunctive and other equitable relief to prevent or enjoin
any violation of the provisions of this Agreement.




END OF AGREEMENT




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