ex102093019






                     November 6, 2019    {FULL NAME}    Dear {FIRST NAME}:    As we work to transform Dean Foods Company (the “Company”), it is critical that key employees like you  remain with the Company.  You possess a highly valuable skill set and knowledge, and your efforts and  contributions are vital to the stability and future of the business.    The Company has instituted a special retention program for a very limited number of key employees and,  in recognition of your importance to the future of the Company, is pleased to offer you a special one-time  retention bonus of {Retention Amount} (the “Retention Bonus”).    In return for your commitment to remain with the Company, the Retention Bonus will be paid to you on  November 8, 2019, subject to the terms set forth on the following pages.      Please return a signed copy of this letter agreement (this “Agreement”) to Mary Kay Gribbons, Senior Vice  President, Human Resources, by no later than Thursday, November 7, 2019.              Sincerely,               Eric Beringause  President and Chief Executive Officer  Dean Foods                             





 






                                                                                  2            1. Payment Date: The Company will pay the Retention Bonus on November 8, 2019.       2. Clawback:  You agree to repay the entire Retention Bonus to the Company within 30 days following     your voluntarily resignation without Good Reason or your being terminated by the Company for Cause,     in either case prior to the earlier of:              a. November 8, 2020;          b. the consummation of a sale of all or substantially all of the Company’s assets; and         c. the effective date of the Company’s emergence from bankruptcy.          “Cause” to terminate your employment will exist if: (a) you fail to meet the Company’s performance     expectations after being provided a written warning regarding your performance deficiency; (b) you     violate the Company’s Code of Ethics; (c) you engage in conduct that does harm to the Company’s     business; or (d) you violate the terms of this Agreement.           “Good Reason” means any of the following, in each case, without your consent and as compared to     what was in effect on November 8, 2019: (a) a material breach by the Company of any material written     agreement between you and the Company; (b) a reduction in your base salary or target annual bonus     amount; (c) a material diminution of your authority, duties, or responsibilities; or (d) a change in your      principal work location to a location more than fifty (50) miles from such offices immediately prior to     the  relocation.   Notwithstanding  the foregoing,  Good  Reason  will  cease  to exist if: (x) you  fail to     provide written notice to the Company within thirty (30) days of the occurrence, (y) the Company     substantially corrects such occurrence within thirty (30) days following receipt of your written notice,     or  (z)  your  failure  to  actually  terminate  employment  within  the  ten  (10)  day  period  following  the     expiration of the Company’s thirty (30) day cure period.       3. Termination for Good Reason, without Cause, Death, or Disability.  If you voluntarily resign for     Good Reason, or if your employment is terminated by the Company without Cause, due to your death,     or by the Company due to your having a disability (as defined by the Company’s then-current long-    term disability plan), you will be entitled to retain the full amount of the Retention Bonus.          4. Tax Withholding.  The Company may withhold from the Retention Bonus such federal, state and local     taxes as are required to be withheld pursuant to any applicable law or regulation.  The Company is not     making any warranties or representations to you with respect to the income tax consequences of the     Retention Bonus.  You are hereby advised to consult with your own tax advisor with respect the tax     consequences to you of the Retention Bonus and, if applicable, the repayment thereof.          5. Other Benefits.  The Retention Bonus is a special payment to you and will not be taken into account     in  computing  the  amount of  salary  or  compensation  for  purposes  of  determining  any other bonus,     incentive,  pension,  retirement,  death,  or  other  benefit  under  any  other  bonus,  incentive,  pension,     retirement, insurance, or other employee benefit plan of the Company, unless such plan or agreement     expressly provides otherwise.       6. Employment at Will. The payment of the Retention Bonus (and your acceptance thereof) does not     change  the  at-will  nature  of your  employment  relationship,  which  means that both  you  and  the     Company have the right to terminate your employment at any time, with or without advance notice and     with or without cause.      





 






                                                                                  3     7. Miscellaneous.  You agree that you will use your best efforts to perform your duties and responsibilities     to the Company.  You also agree that you will keep the terms of this Agreement confidential, and will     not, except as required by law, disclose the terms of this Agreement to any person other than your     spouse or professional advisors (who must also keep the terms of this Agreement confidential). You     further agree that you will comply with all other confidentiality and other restrictive covenants that you     may be subject to under any other agreement with, or policy of, the Company or any of its affiliates.      This Agreement contains  the  entire  understanding  of  the  parties  with respect  to  the  subject  matter     hereof.  This Agreement will be governed by, and construed in accordance with, the laws of the State     of Delaware without reference to any choice of law provisions.      {FIRST NAME}, we truly appreciate your previous and future dedicated service to the Company.        ACCEPTED    Signature:  __________________________    Name:       __{FULL NAME}___________    Date:       __________________________        cc.   David Bruns        Mary Kay Gribbons