exv10w8






Exhibit 10.8









FORM
OF RESTRICTED STOCK UNIT (“RSU”) AWARD AGREEMENT



(Non-Employee Directors)





     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
2007 Stock Incentive Plan (the “Plan”), which Plan was approved as required by the
Company’s stockholders and provides for the grant of Restricted Stock Units and other forms of
stock-based compensation 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, the Restricted Stock Units and other Awards provided for under the Plan are intended
to comply with the requirements of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended; and



     WHEREAS, the Committee has selected you to participate in the Plan and has awarded to you the
Restricted Stock Units, which are referred to in this Agreement as RSUs, described in this
Agreement and in the attached Notice of Grant.



     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements
herein contained, 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, 2,550 RSUs, 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 Stock, subject to the terms and conditions set
forth in the Plan and in this Agreement. The shares of 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) and 3(b) 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 three (3) equal annual increments commencing on the first
(1st) anniversary of the Date of Grant.






 









 








          (b) Accelerated Vesting. In addition to the vesting provisions contained in Section
2(a) above, your RSUs will automatically and immediately vest in full upon (i) a Change in Control,
(ii) your death or Disability, or (iii) your Retirement or other retirement from service on the
Board upon expiration of your term. For purposes of this Agreement, “Retirement” shall be
defined as your retirement from service to the Company or any Subsidiary after you reach the age of
sixty-five (65); and “Disability” shall be defined as your permanent and total disability
(within the meaning of Section 22(e)(3) of the Code).




          (c) Forfeiture of Unvested RSUs. If your service as a non-employee Director of the
Company terminates for any reason (other than by reason of your death, Disability, Retirement or
other retirement from service on the Board upon expiration of your term) before all or any portion
of the RSUs subject to this Award have vested, the unvested RSUs will be immediately forfeited and
you will have no further rights to such unvested RSUs or the Shares represented by those forfeited
RSUs.




     3. Distribution of Shares.



          (a) Distribution Upon Vesting. The Company will distribute to you (or to your estate
in the event of your death) the Shares of Stock represented by the RSUs that vested on such vesting
date as soon as administratively practicable after each vesting date.




          (b) Forfeiture of Shares. Notwithstanding any provision of this Agreement or the Plan
to the contrary, if you are discharged from service as a non-employee Director of the Company due
to your willful or intentional fraud, embezzlement, violation of the Company’s Code of Ethics, or
other conduct seriously detrimental to the Company or any Subsidiary, your rights in your unvested
RSUs will be immediately and permanently forfeited. The determination of whether you have been
discharged for any of the reasons specified in the preceding sentence (which will be referred to in
this Agreement as “Cause”) will be determined by the Board or the Committee.




          (d) Compliance With Law. The Plan, the granting and exercising of this RSU, and any
obligations of the Company under the Plan, shall be subject to all applicable federal, state and
foreign country laws, rules and regulations, and to such approvals by any regulatory or
governmental agency as may be required, and to any rules or regulations of any exchange on which
the Stock is listed. The Company, in its discretion, may postpone the granting and exercising of
this RSU, the issuance or delivery of Stock under this RSU or any other action permitted under the
Plan to permit the Company, with reasonable diligence, to complete such stock exchange listing or
registration or qualification of such Stock or other required action under any federal, state or
foreign country law, rule or regulation and may require you to make such representations and
furnish such information as it may consider appropriate in connection with the issuance or delivery
of Stock in compliance with applicable laws, rules and regulations. The Company shall not be
obligated by virtue of any provision of the Plan to
recognize the exercise of this RSU or to otherwise sell or issue Stock in violation of any
such laws, rules or regulations, and any postponement of the exercise or settlement of this RSU
under this provision shall not extend the term of the RSU. Neither the Company nor its directors





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or officers shall have any obligation or liability to you with respect to any RSU (or Stock
issuable thereunder) that shall lapse because of such postponement.




     4. Stockholder 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. 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.



     8. Miscellaneous.



          (a) 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.




          (b) 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.




          (c) 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.




          (d) 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




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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 therefore another provision that
is legal and enforceable and achieves the same objectives.




          (e) 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.




          (f) 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.




          (g) 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.




          (h) 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.




          (i) 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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