Exhibit 10.1


 








 





October
23, 2019


 


Gary
Rahlfs


 


Dear
Gary:


 


I
am pleased to offer you the position of Senior Vice President, Chief Financial Officer (Grade
99) for Dean Foods Company, effective October 23, 2019. This position will report to Eric Beringause, President and Chief Executive
Officer, and will be based out of our Corporate Headquarters in Dallas, Texas. 


 


Here
are the updated specifics of your assignment:


 


Base Salary


You will be paid $20,833.34
on a semi-monthly basis, less applicable payroll taxes and withholdings. Your salary will be
reviewed annually (next in March 2020). 


 


Annual Incentive Opportunity


You
will continue to be eligible to earn an annual incentive. Your new target as a participant in the Dean Foods STI Plan is equal
to 65% of base salary from November 1, 2019 going forward and will be driven by certain
financial targets as well as your performance against certain individual objectives. The STI payment will be calculated using your
annualized base salary as of 12/31 of the incentive plan year. Further, the STI terms of your May 8, 2019 new hire offer
letter remain in effect; specifically, your 2019 STI plan year payment will not be prorated and will be guaranteed at a minimum
of $175,000.


 


Annual Long Term Incentive Compensation


You will
continue to be eligible for consideration for future Long Term Incentive (LTI) grants under the Dean Foods Long Term Incentive
Program. The exact amount and nature of any future long term incentive awards will be determined by the Compensation Committee
of the Dean Foods Board of Directors. 


 


Paid Time Off (PTO)


You will
continue to be eligible for the same number of PTO days that you currently receive. Unused PTO is not carried forward from year
to year unless required by state law.


 


Benefits Plan


You will
continue to be eligible to participate in the Dean Foods SmartChoice Benefits program and the Dean Foods SmartChoice Savings Plan.


 


Supplemental Executive Retirement
Plan


You will
continue to be covered by the Dean Foods Supplemental Executive Retirement Plan (SERP) under the plan rules..


 


Executive Physical


You will
continue to be eligible for a Company-paid Executive Physical every calendar year with the Cooper Institute in Dallas, Texas. To
schedule your physical, call 972.560.3227 and reference Dean Foods.


 






     

     


    

 


Insider Trading


As a
Senior Vice President, you will have access to sensitive business and financial information. Accordingly, from time to time and
in accordance with the company's Insider Trading Policy, you will be prohibited from trading Dean Foods’ securities (or,
in some circumstances, the securities of companies doing business with Dean Foods).


 


Change-In-Control Provisions


You will
continue to be covered under your existing Change in Control agreement.


 


Conclusion


Gary,
I am excited about your achievements thus far and look forward to your future contributions to Dean Foods. I am confident that
with your experience, skills, vision and standards, you will continue to make significant contributions to our company in the years
to come.


 





	 	Best regards,
	 	 
	 	/s/ Harvey Mitchell
	 	 
	 	Harvey Mitchell
	 	Vice President, Human Resources (Interim CHRO)
	 	Dean Foods




 


 





	Agreed and accepted:	 
	 	 
	 	 
	/s/ Gary Rahlfs	 
	Gary Rahlfs	 
	 	 
	10/24/19	 
	Date	 
	 	 
	 	 
	cc.	David Bruns	
	 	 	 
	 	Kristy Waterman	




 





 






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