exv10w1



 





EXHIBIT 10.1




SEPARATION AND RELEASE AGREEMENT




     Dean Foods Company and each of its subsidiaries and affiliates (hereinafter collectively
referred to as the “Company”) and Alan J. Bernon (“Executive”) agree and represent as follows:



     WHEREAS, Executive is entitled to certain separation benefits pursuant to a letter agreement
dated September 1, 2005 (“Employment Letter”), and to the Dean Foods Company Executive Severance
Pay Plan (the “Plan”);



     WHEREAS, the parties agree and wish to ensure that they have amicably resolved and settled all
possible differences, claims, or matters pertaining to, arising from, or associated with
Executive’s employment with the Company and subsequent termination from employment;



     THEREFORE, the parties mutually agree to enter into this Severance and Release Agreement (the
“Agreement”) and agree as follows:



     1. Termination. The Parties acknowledge that Executive’s employment with the Company will be
terminated effective September 1, 2007 (the “Termination Date”). As set forth more fully below and
in consideration for the execution of this Agreement, including, but not limited to, the Release
and Waiver of All Claims described more fully in section 6 below and Executive’s agreement to
comply with the terms of this Agreement, Executive shall receive payments and consideration
described in section 3.



     2. Final Paycheck and Vacation Pay. The Company and Executive agree that Executive shall
receive all earned but unpaid salary through the Termination Date plus five (5) weeks of earned,
accrued and unused vacation pay in the amount of $63,462, on or before September 15, 2007.



     3. Payments and Other Consideration.



          (a) Cash Payments. The Company shall pay and provide Executive the following amounts, less
applicable taxes and withholdings, on the next regular payroll date after the revocation period
specified in subsection 8(g) has lapsed:





          (1) 2007 Bonus. As provided in Section 4.1 of and Exhibit A to the Plan, the Company
shall pay Executive a pro rata target bonus for 2007 in an amount equal to 8/12ths
of the 30% personal component of 80% of his annualized base salary, or $105,600. In
addition, to the extent the Company meets certain predetermined financial targets set forth
in the 2007 bonus plan, which would have allowed Executive to receive additional
compensation under the 2007 bonus plan, the Company agrees to pay Executive in 2008 the
difference, if any, between the pro-rated bonus he would have received less $105,600 at the
same time as active employees receive 2007 bonuses.




          (2) Base Pay/Salary and Incentive Pay/Bonus. As provided in the Employment Letter, the
Company shall pay Executive an amount equal to $2,496,000, representing two (2) years of
base salary and target bonuses.



 









 






          (3) Cash Payment in Lieu of Company-Paid Healthcare Continuation. As provided in
Section 4.1 of and Exhibit A to the Plan, and in lieu of any Company-paid healthcare
continuation, the Company shall pay Executive an amount equal to $25,000.




          (4) Cash Payment in Lieu of Outplacement Benefits. As provided in Section 4.1 of and
Exhibit A to the Plan, the Company shall pay Executive an amount equal to $25,000.




          (5) Cash Payment in Lieu of Relocation Benefit. In satisfaction of the Company’s
obligations to provide relocation benefits to Executive as described in the Employment
Letter, the Company shall pay Executive an amount equal to $700,000.




          (6) Legal Fees. The Company will pay the reasonable and customary legal fees incurred
by Executive in connection with matters pertaining to his separation from service with the
Company and the review of this Agreement. Such invoice shall be promptly submitted to the
Company and paid by the Company prior to November 30, 2007.



          (b) Equity Awards. As provided in the Employment Letter, all unvested stock options and
restricted stock units granted to Executive will automatically vest after the seven (7) days
revocation period specified in subsection 8(g) has lapsed. In addition, all vested and unexercised
options must be exercised on or before the earlier of September 2, 2008, or the applicable 10 year
expiration date. Attached as Exhibit A is a listing of all options currently vested and
all options scheduled to vest after the revocation period specified in subsection 8(g) has lapsed.
Attached as Exhibit B is a listing of all restricted stock units currently vested and all
restricted stock units scheduled to vest following the lapse of the revocation period specified in
subsection 8(g).




          (c) Office Assistance. The Company agrees to provide Executive with his current cell phone
and will continue to pay the cell phone charges through September 30, 2007. Effective October 1,
2007, all billing associated with the phone number/cell phone shall become Executive’s
responsibility. The Company also agrees to provide Executive with an office phone including
voicemail access and an email address for the remainder of 2007. In addition, because of
Executive’s continued responsibility as a Director of the Company, the Company agrees to provide
Executive with reasonable access to his current executive assistant (or if she leaves the Company,
another executive assistant designated by the Company) to assist with answering and returning
telephone calls, faxing materials, forwarding personal mail, and other customary personal matters
for the remainder of 2007.




          (d) Employee Benefits.





          (1) Health, Vision and Dental Benefits. Executive’s current health, dental and vision
coverage will terminate effective on the Termination Date. Executive may elect COBRA
continuation coverage pursuant to the COBRA materials that have been or will be provided to
Executive by the Company through a third-party service provider under separate cover.



2









 






          (2) Supplemental Executive Retirement Plan. The Company acknowledges that Executive
will be entitled to benefits he has accrued and will accrue for compensation paid to him in
2007 prior to the Termination Date under the terms of the Dean Foods Company Supplemental
Executive Retirement Plan as of the Termination Date, and that such benefits will be
distributed pursuant to the terms thereof, with the terms of such plan incorporated into
this Agreement by reference.




          (3) Other Welfare Benefits. Executive may elect, at Executive’s own expense,
conversion of any other welfare benefits to the extent such conversion is available to
similarly situated employees of the Company. Executive acknowledges that Executive has no
right to continued participation as an employee of the Company in any Company-sponsored
benefit plans, other than as set forth in this Agreement.




          (4) Retirement Plans. Executive understands and agrees that Executive may not make any
additional contributions into any Company-sponsored retirement plan, including any 401(k)
plan, nor will the Company contribute to any Company-sponsored retirement plan on
Executive’s behalf with respect to any amounts paid to Executive other than for services
performed on or before the Termination Date. Executive acknowledges that Executive’s right
to distributions of funds held on Executive’s behalf in any Company-sponsored retirement
plan will continue to be governed by such plan, with the terms of such plan or plans
incorporated into this Agreement by reference.




          (5) Other Benefits. Executive acknowledges that he is waiving his rights, if any, to
continued participation in any other Company-sponsored benefit plans, other than as stated
in this Agreement.



          (e) Executive acknowledges that the cash payments to be paid by the Company and other
consideration provided pursuant to section 3 will be reported to the Internal Revenue Service and
other appropriate taxing authorities as income and will be subject to withholding to the extent
required by law. Although the Company and Executive believe that the payments made and benefits
provided pursuant to this Agreement will not be considered subject to Section 409A of the Internal
Code of 1986, as amended (the “Code”), the parties agree to cooperate to revise and amend this
Agreement in order to satisfy the Code and to prevent the imposition of any excise taxes.
Executive acknowledges that he will be solely responsible for any excise taxes imposed on severance
benefits provided by this Agreement.




          (f) Executive hereby acknowledges that the compensation provided by section 3 does not entitle
Executive to, and Executive specifically waives any rights to, any and all Company vacation,
paid-time off, and bonuses including, but not limited to, holiday, merit, or performance bonuses,
except as otherwise provided herein.




          (g) Executive consents to and agrees that the Company may offset from the payments under
section 3 any business expenses or other debts owed by Executive to the Company that have not been
reconciled to the Company’s satisfaction, and the cost of any Company property that has not been
returned by Executive to the Company, as of the date of Execution of this Agreement.




3









 





     4. Proprietary Information, Inventions and Non-Compete Agreement. Executive and the Company
entered into a Proprietary Information, Inventions and Non-Compete Agreement (“Proprietary
Information Agreement”) dated September 7, 2005. The parties agree that the Proprietary
Information Agreement shall remain in effect according to its terms.



     5. Nondisparagement. Company and Executive agree that neither party will make or cause to be
made any statements, observations or opinions, or communicate any information (whether oral or
written) that disparages or is likely in any way to harm the reputation of the other party.



     6. Release and Waiver of All Claims. Executive, and for Executive’s heirs, executors, and
assigns, does hereby discharge and release the Company, its predecessors and affiliates, including,
but not limited to, Dean Foods Company, its shareholders, representatives, agents, associates,
servants, employees, attorneys, officers, directors, trustees, successors and assigns, from any and
all liability or responsibility for all grievances, disputes, actions, and claims at law or equity,
sounding in contract or tort, whether under any state or federal statutory or common law, arising
out of or related in any way to Executive’s employment with and termination from employment with
the Company, including, but not limited to, claims for wrongful discharge, unlawful discrimination,
retaliation, breach of contract (express or implied), intentional or negligent infliction of
emotional distress, negligence, defamation, duress, fraud, or misrepresentation, any violation of
the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the
Employee Retirement Income Security Act of 1974, the Equal Pay Act of 1963, the Family and Medical
Leave Act of 1993, the Fair Labor Standards Act, the Americans with Disabilities Act, the National
Labor Relations Act, Texas Labor Code, any claim based upon the Dean Foods 401(k) Plan or any
deferred compensation plan maintained on behalf of the Company’s employees, the laws of any state,
and all claims under related common law, statutes, and executive orders at the federal, state and
local levels of government, and any claims to any benefits from employment with the Company, other
than those benefits enumerated herein or those benefits to which Executive is entitled by law. For
good and valuable consideration, the Company irrevocably and unconditionally releases and forever
discharges Executive and his executors, heirs, administrators, assigns, legal and financial
advisors, servants, agents, and anyone else claiming by, through, or under him (the “Executive
Released Parties”) from, and with respect to, any and all debts, demands, actions, causes of
action, suits, covenants, contracts, damages, and any and all claims, demands, liabilities, and
expenses (including attorneys’ fees and costs) whatsoever both in law and in equity which the
Company now has, ever had, or may in the future have against the Executive Released Parties by
reason of any matter, cause, or thing which has happened, developed, or occurred in connection with
his actions as an employee or officer of the Company and its affiliates (but, for avoidance of
doubt, not in connection with his actions as a member of the Board of Directors of the Company)
before the signing of this Agreement. The Company agrees and covenants not to sue or bring any
claims or charges against, as applicable, the Executive Released Parties with respect to any
matters which the Company has released under this Section 6, other than enforcement of the terms of
this Agreement, or any claims that as a matter of law cannot be released.



     7. Effect of Release and Waiver. The effect of this Agreement is to waive and release any and
all claims, demands, actions, or causes of action that Executive may now or



4









 







hereafter have for any liability, whether known or unknown, vicarious, derivative, or direct.
Executive’s waivers and releases include but are not limited to any claims for damages (actual or
punitive), back wages, future wages, commission payments, bonuses, reinstatement, accrued vacation
leave benefits, past and future employee benefits (except to which there is vested entitlement or
as provided for herein) including contributions to the Company’s employee benefit plans,
compensatory damages, penalties, equitable relief, attorneys’ fees, costs of court, interest, and
any and all other loss, expense, or detriment of whatever kind resulting from, growing out of,
connected with, or related in any way to Executive’s employment by the Company or the termination
of such employment. This release does not apply to any claims that may arise after the date on
which Executive and the Company execute this Agreement.



     8. Notice. Executive understands and agrees that Executive:



          (a) Has had a full twenty-one (21) days within which to consider this Agreement before
executing it.




          (b) Has carefully read and fully understands all of the provisions of this Agreement.




          (c) Is, through this Agreement, releasing the Company from any and all claims Executive may
have against the Company, including claims under the Age Discrimination in Employment Act of 1967.




          (d) Knowingly and voluntarily agrees to all of the terms set forth in this Agreement.




          (e) Knowingly and voluntarily intends to be legally bound by the same.




          (f) Was advised and hereby is advised in writing to consider the terms of this Agreement and
consult with an attorney of Executive’s choice prior to executing this Agreement.




          (g) Has a full seven (7) days following the execution of this Agreement to revoke this
Agreement and has been and hereby is advised in writing that this Agreement shall not become
effective or enforceable until the revocation period has expired.




          (h) Understands that rights or claims under the Age Discrimination in Employment Act of 1967
(29 U.S.C. § 621, et seq.) that may arise after the date this Agreement is executed are not waived.




     9. Miscellaneous.



          (a) This Agreement represents the entire agreement and understanding of the parties with
respect to the subject matter hereof and, except as provided below, supersedes all prior agreements
and understandings of the parties in connection therewith. This Agreement may not be altered or
amended except by mutual agreement evidenced by a writing signed by both parties and specifically
identified as an amendment to this Agreement. Specifically, this Agreement cancels and replaces
Executive’s Change in Control Agreement dated September 7, 2005 (the “CIC Agreement”), and any
prior severance agreements; provided, however, that to the




5









 




extent that any payments or benefits made by the Company under or pursuant to this Agreement
are deemed to be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code due
to a change in ownership or effective control of the Company, or a change in ownership of a
substantial portion of the assets of the Company, the Company shall pay to Executive the Gross-Up
Payment described in Section 3 of the CIC Agreement. Executive’s Director and Officer Indemnity
Agreement shall remain in effect.




          (b) Executive also agrees to cooperate fully with the Company in connection with its
investigation and/or defense of significant legal matters pertaining to the Company’s business in
which he has been involved, or which involve facts or events that existed or arose during his
period of employment by the Company, that may be within his actual knowledge. Such cooperation
shall in each case be subject to Executive being given reasonable advance notice and Executive’s
reasonable availability. The Company will reimburse Executive for all reasonable out-of-pocket
expenses incurred by him in connection with fulfilling his obligations under this Section 9(b).
Executive agrees to provide the Company with immediate notice of his receipt, if any, of an
information request or a summons in connection with any investigation or proceeding initiated by a
party other than the Company. In addition, Executive will not, without the Company’s prior written
consent, settle, compromise, consent to the entry of any judgment or otherwise seek to terminate
any investigation or legal proceeding of significant legal matters pertaining to the Company’s
business.




          (c) Executive acknowledges, understands, and agrees that the remedies authorized in Paragraph
6 of the Proprietary Information Agreement, in addition to any other legal or equitable relief
allowed by law, shall also be available to the Company in the event of a breach of this Agreement
by Executive.




          (d) The Parties, by signing this Agreement, acknowledge that they each have been afforded an
opportunity to review this Agreement with an attorney or other advisers of their choice, that they
have read and understand this Agreement, and that they have signed this Agreement knowingly,
voluntarily, and without any form of duress or coercion.




          (e) By signing below, the Parties acknowledge that they have the authority to do so, and such
authority has not been delegated or assigned.




          (f) This Agreement is made pursuant to and shall be governed, construed, and enforced in all
respects and for all purposes in accordance with the laws of the state of Texas without regard to
the law of conflicts. Should any provision of this Agreement be declared or determined by any
court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not
be affected thereby, and said illegal or invalid part, term, or provision shall be deemed not to be
a part of Agreement.




          (g) Executive will be eligible to participate in all non-employee director compensation plans,
programs, and arrangements, including the payment of retainer fees and committee fees, for his
periods of director service beginning on and after September 1, 2007.




     10. Signatures and Counterparts. To signify their agreement to the terms of this Agreement,
the parties have executed this Agreement on the dates set forth opposite their



6









 







signatures. This Agreement may be executed in counterparts. A facsimile of this Agreement
and signatures shall be as effective as an original.



	 	 	 	 	 	 	 
	/s/ Alan J. Bernon	 	 	 	 
	 	 	 	 	 
	Alan J. Bernon	 	 	 	Date: September 21, 2007
	 
	 	 	 	 	 	 
	Company:	 	 	 	 
	 
	 	 	 	 	 	 
	DEAN FOODS COMPANY	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Earl. M Jones
 

	 	 	 	Date: September 21, 2007 
	Title: Vice President, Legal	 	 	 	 






7









 





ACKNOWLEDGMENT AND WAIVER




     I, Alan J. Bernon, as evidenced by my signature below, acknowledge and understand that by
signing the Release Agreement (the “Agreement”) with the Company, sooner than twenty-one (21) days
following my receipt of the Agreement, I am knowingly and voluntarily waiving my right to consider
the Agreement for twenty-one (21) days and accept such lesser time as I utilized. I promise and
guarantee that neither the Company, nor its parent corporation, nor any of its subsidiaries,
affiliates, employees, agents or representatives, induced this waiver of the full twenty-one (21)
day period by fraud, misrepresentation or a threat to withdraw or alter the Agreement before the
expiration of the twenty-one (21) day period.



     I understand that I have until seven (7) days following the date of my signing of the
Agreement to revoke the Agreement by delivering a signed, written revocation to a representative of
the Company’s Human Resources Department.



	 	 	 
	/s/ Alan J. Bernon
 


	 	 
	Alan J. Bernon

	 	Date: September 21, 2007






8









 





Exhibit A –Stock Options




	 	 	 	 	 
	

Personnel Grant Status

	 	Dean Foods Company


2515 McKinney Avenue, LB 30, Suite 1200

Dallas, Texas 75201
	 	Page: 1

File: Optstmt

Date: 9/7/2007

Time: 9:26:57AM
	 
	 	 	 	 
	 

	 	 	 	 






AS OF 9/6/2007  




    




	 	 	 
	Alan Bernon

	 	ID:
	2515 McKinney Avenue

	 	 
	Dallas, TX USA 75201

	 	 
	 

	 	 






S T O C K   O P T I O N S  




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Grant	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number	 	Date	 	 	Plan	 	 	Type	 	Granted	 	 	Price	 	 	Exercised	 	 	Vested	 	 	Cancelled	 	 	Unvested	 	 	Outstanding	 	 	Exercisable	 
	SI000769
	 	 	1/2/1998	 	 	 	97	 	 	NQ	 	 	45,000	 	 	$	19.5000	 	 	 	45,000	 	 	 	45,000	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	SI000932
	 	 	1/29/1999	 	 	 	97	 	 	ISO	 	 	25,200	 	 	$	11.7917	 	 	 	25,200	 	 	 	25,200	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	SI001254
	 	 	1/29/1999	 	 	 	97	 	 	NQ	 	 	10,800	 	 	$	11.7917	 	 	 	10,800	 	 	 	10,800	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	SI001307
	 	 	6/4/1999	 	 	 	97	 	 	NQ	 	 	72,000	 	 	$	11.4167	 	 	 	72,000	 	 	 	72,000	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	NE001681
	 	 	1/4/2000	 	 	 	97	 	 	NQ	 	 	120,000	 	 	$	12.4792	 	 	 	120,000	 	 	 	120,000	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	NE001796
	 	 	1/4/2000	 	 	 	97	 	 	NQ	 	 	60,000	 	 	$	12.4792	 	 	 	60,000	 	 	 	60,000	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	SF002307
	 	 	1/22/2001	 	 	 	97	 	 	ISO	 	 	13,974	 	 	$	14.3750	 	 	 	13,974	 	 	 	13,974	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	SF002308
	 	 	1/22/2001	 	 	 	97	 	 	NQ	 	 	72,981	 	 	$	14.3750	 	 	 	72,981	 	 	 	72,981	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	T0000489
	 	 	1/22/2001	 	 	 	97	 	 	NQ	 	 	33,045	 	 	$	12.1383	 	 	 	33,045	 	 	 	33,045	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	T0000674
	 	 	1/22/2001	 	 	 	97	 	 	NQ	 	 	6,089	 	 	$	12.1383	 	 	 	6,089	 	 	 	6,089	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	DF001312
	 	 	1/14/2002	 	 	 	97	 	 	NQ	 	 	25,000	 	 	$	20.3500	 	 	 	25,000	 	 	 	25,000	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	DF001451
	 	 	1/14/2002	 	 	 	97	 	 	NQ	 	 	40,002	 	 	$	20.3500	 	 	 	40,002	 	 	 	40,002	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	DF001452
	 	 	1/14/2002	 	 	 	97	 	 	ISO	 	 	4,914	 	 	$	20.3500	 	 	 	4,914	 	 	 	4,914	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	DV000254
	 	 	1/14/2002	 	 	 	97	 	 	NQ	 	 	35,252	 	 	$	11.6934	 	 	 	0	 	 	 	35,252	 	 	 	0	 	 	 	0	 	 	 	35,252	 	 	 	35,252	 
	DV000257
	 	 	1/14/2002	 	 	 	97	 	 	NQ	 	 	23,475	 	 	$	11.6934	 	 	 	0	 	 	 	23,475	 	 	 	0	 	 	 	0	 	 	 	23,475	 	 	 	23,475	 
	DV000259
	 	 	1/14/2002	 	 	 	97	 	 	NQ	 	 	6,496	 	 	$	11.6934	 	 	 	0	 	 	 	6,496	 	 	 	0	 	 	 	0	 	 	 	6,496	 	 	 	6,496	 
	DV000264
	 	 	1/14/2002	 	 	 	97	 	 	NQ	 	 	4,326	 	 	$	11.6934	 	 	 	0	 	 	 	4,326	 	 	 	0	 	 	 	0	 	 	 	4,326	 	 	 	4,326	 
	T0000354
	 	 	1/14/2002	 	 	 	97	 	 	NQ	 	 	75,084	 	 	$	11.6934	 	 	 	0	 	 	 	75,084	 	 	 	0	 	 	 	0	 	 	 	75,084	 	 	 	75,084	 
	T0000355
	 	 	1/14/2002	 	 	 	97	 	 	NQ	 	 	50,000	 	 	$	11.6934	 	 	 	0	 	 	 	50,000	 	 	 	0	 	 	 	0	 	 	 	50,000	 	 	 	50,000	 
	T0000604
	 	 	1/14/2002	 	 	 	97	 	 	NQ	 	 	9,213	 	 	$	11.6934	 	 	 	0	 	 	 	9,213	 	 	 	0	 	 	 	0	 	 	 	9,213	 	 	 	9,213	 
	T0000616
	 	 	1/14/2002	 	 	 	97	 	 	NQ	 	 	13,836	 	 	$	11.6934	 	 	 	0	 	 	 	13,836	 	 	 	0	 	 	 	0	 	 	 	13,836	 	 	 	13,836	 
	DF002199
	 	 	1/6/2003	 	 	 	97	 	 	ISO	 	 	4,032	 	 	$	20.9355	 	 	 	4,032	 	 	 	4,032	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	DF002200
	 	 	1/6/2003	 	 	 	97	 	 	NQ	 	 	78,468	 	 	$	14.2466	 	 	 	0	 	 	 	78,468	 	 	 	0	 	 	 	0	 	 	 	78,468	 	 	 	78,468	 
	DV000256
	 	 	1/6/2003	 	 	 	97	 	 	NQ	 	 	36,841	 	 	$	14.2466	 	 	 	0	 	 	 	36,841	 	 	 	0	 	 	 	0	 	 	 	36,841	 	 	 	36,841	 
	DV000260
	 	 	1/6/2003	 	 	 	97	 	 	NQ	 	 	6,789	 	 	$	14.2466	 	 	 	0	 	 	 	6,789	 	 	 	0	 	 	 	0	 	 	 	6,789	 	 	 	6,789	 
	T0000606
	 	 	1/6/2003	 	 	 	97	 	 	NQ	 	 	14,459	 	 	$	14.2466	 	 	 	0	 	 	 	14,459	 	 	 	0	 	 	 	0	 	 	 	14,459	 	 	 	14,459	 
	T0001042
	 	 	1/6/2003	 	 	 	97	 	 	ISO	 	 	743	 	 	$	20.9355	 	 	 	743	 	 	 	743	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	DF003298
	 	 	1/13/2004	 	 	 	97	 	 	NQ	 	 	1,070	 	 	$	31.1700	 	 	 	1,070	 	 	 	1,070	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	DF003299
	 	 	1/13/2004	 	 	 	97	 	 	NQ	 	 	36,791	 	 	$	17.9107	 	 	 	0	 	 	 	36,791	 	 	 	0	 	 	 	0	 	 	 	36,791	 	 	 	36,791	 
	DV000253
	 	 	1/13/2004	 	 	 	97	 	 	NQ	 	 	17,273	 	 	$	17.9107	 	 	 	0	 	 	 	17,273	 	 	 	0	 	 	 	0	 	 	 	17,273	 	 	 	17,273	 
	DV000258
	 	 	1/13/2004	 	 	 	97	 	 	NQ	 	 	3,183	 	 	$	17.9107	 	 	 	0	 	 	 	3,183	 	 	 	0	 	 	 	0	 	 	 	3,183	 	 	 	3,183	 






9









 





	 	 	 	 	 
	 
Personnel Grant Status

	 	 
Dean Foods Company


2515 McKinney Avenue, LB 30, Suite 1200

Dallas, Texas 75201
	 	Page: 2

File: Optstmt

Date: 9/7/2007

Time: 9:26:57AM
	 
	 	 	 	 
	 

	 	 	 	 






AS OF 9/6/2007  




   




	 	 	 
	Alan Bernon

	 	ID:
	2515 McKinney Avenue

	 	 
	Dallas, TX USA 75201

	 	 
	 

	 	 






S T O C K   O P T I O N S  




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Grant	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number	 	Date	 	 	Plan	 	 	Type	 	Granted	 	 	Price	 	 	Exercised	 	 	Vested	 	 	Cancelled	 	 	Unvested	 	 	Outstanding	 	 	Exercisable	 
	DV000261
	 	 	1/13/2004	 	 	 	97	 	 	NQ	 	 	502	 	 	$	17.9107	 	 	 	0	 	 	 	502	 	 	 	0	 	 	 	0	 	 	 	502	 	 	 	502	 
	DV000262
	 	 	1/13/2004	 	 	 	97	 	 	NQ	 	 	92	 	 	$	17.9107	 	 	 	0	 	 	 	92	 	 	 	0	 	 	 	0	 	 	 	92	 	 	 	92	 
	T0000015
	 	 	1/13/2004	 	 	 	97	 	 	ISO	 	 	1,070	 	 	$	26.3199	 	 	 	1,070	 	 	 	1,070	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	T0000769
	 	 	1/13/2004	 	 	 	97	 	 	NQ	 	 	6,779	 	 	$	17.9107	 	 	 	0	 	 	 	6,779	 	 	 	0	 	 	 	0	 	 	 	6,779	 	 	 	6,779	 
	T0001703
	 	 	1/13/2004	 	 	 	97	 	 	ISO	 	 	197	 	 	$	26.3199	 	 	 	197	 	 	 	197	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	TU000143
	 	 	1/13/2004	 	 	 	97	 	 	NQ	 	 	1,069	 	 	$	17.9107	 	 	 	0	 	 	 	1,069	 	 	 	0	 	 	 	0	 	 	 	1,069	 	 	 	1,069	 
	TU000144
	 	 	1/13/2004	 	 	 	97	 	 	NQ	 	 	197	 	 	$	17.9107	 	 	 	0	 	 	 	197	 	 	 	0	 	 	 	0	 	 	 	197	 	 	 	197	 
	DF902106
	 	 	1/7/2005	 	 	 	97	 	 	ISO	 	 	5,232	 	 	$	18.3014	 	 	 	2,093	 	 	 	2,093	 	 	 	0	 	 	 	3,139	 	 	 	3,139	 	 	 	0	 
	DF902107
	 	 	1/7/2005	 	 	 	97	 	 	NQ	 	 	23,368	 	 	$	18.3014	 	 	 	0	 	 	 	16,974	 	 	 	0	 	 	 	6,394	 	 	 	23,368	 	 	 	16,974	 
	DV000249
	 	 	1/7/2005	 	 	 	97	 	 	NQ	 	 	10,971	 	 	$	18.3014	 	 	 	0	 	 	 	7,970	 	 	 	0	 	 	 	3,001	 	 	 	10,971	 	 	 	7,970	 
	DV000252
	 	 	1/7/2005	 	 	 	97	 	 	NQ	 	 	151	 	 	$	18.3014	 	 	 	0	 	 	 	151	 	 	 	0	 	 	 	0	 	 	 	151	 	 	 	151	 
	DV000255
	 	 	1/7/2005	 	 	 	97	 	 	NQ	 	 	2,022	 	 	$	18.3014	 	 	 	0	 	 	 	1,348	 	 	 	0	 	 	 	674	 	 	 	2,022	 	 	 	1,348	 
	DV004565
	 	 	1/7/2005	 	 	 	97	 	 	ISO	 	 	1,473	 	 	$	18.3014	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	1,473	 	 	 	1,473	 	 	 	0	 
	DV004566
	 	 	1/7/2005	 	 	 	97	 	 	ISO	 	 	151	 	 	$	18.3014	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	151	 	 	 	151	 	 	 	0	 
	T0000797
	 	 	1/7/2005	 	 	 	97	 	 	NQ	 	 	4,306	 	 	$	18.3014	 	 	 	0	 	 	 	2,870	 	 	 	0	 	 	 	1,436	 	 	 	4,306	 	 	 	2,870	 
	T0001361
	 	 	1/7/2005	 	 	 	97	 	 	ISO	 	 	643	 	 	$	18.3014	 	 	 	321	 	 	 	321	 	 	 	0	 	 	 	322	 	 	 	322	 	 	 	0	 
	TU000145
	 	 	1/7/2005	 	 	 	97	 	 	NQ	 	 	321	 	 	$	18.3014	 	 	 	0	 	 	 	321	 	 	 	0	 	 	 	0	 	 	 	321	 	 	 	321	 
	DF004887
	 	 	1/13/2006	 	 	 	97A	 	 	ISO	 	 	2,878	 	 	$	25.6821	 	 	 	46	 	 	 	46	 	 	 	0	 	 	 	2,832	 	 	 	2,832	 	 	 	0	 
	DF004888
	 	 	1/13/2006	 	 	 	97A	 	 	NQ	 	 	273,122	 	 	$	25.6821	 	 	 	0	 	 	 	91,954	 	 	 	0	 	 	 	181,168	 	 	 	273,122	 	 	 	91,954	 
	DV000251
	 	 	1/13/2006	 	 	 	97A	 	 	NQ	 	 	128,231	 	 	$	25.6821	 	 	 	0	 	 	 	43,173	 	 	 	0	 	 	 	85,058	 	 	 	128,231	 	 	 	43,173	 
	DV004462
	 	 	1/13/2006	 	 	 	97A	 	 	ISO	 	 	1,329	 	 	$	25.6821	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	1,329	 	 	 	1,329	 	 	 	0	 
	DF005340*
	 	 	2/12/2007	 	 	 	97A	 	 	ISO	 	 	2,259	 	 	$	30.1121	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	2,259	 	 	 	2,259	 	 	 	0	 
	DF005345*
	 	 	2/12/2007	 	 	 	97A	 	 	NQ	 	 	47,741	 	 	$	30.1121	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	47,741	 	 	 	47,741	 	 	 	0	 
	DV000250
	 	 	2/12/2007	 	 	 	97A	 	 	NQ	 	 	22,414	 	 	$	30.1121	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	22,414	 	 	 	22,414	 	 	 	0	 
	DV000263
	 	 	2/12/2007	 	 	 	97A	 	 	ISO	 	 	1,061	 	 	$	30.1121	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	1,061	 	 	 	1,061	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	1,483,915	 	 	 	 	 	 	 	538,577	 	 	 	1,123,463	 	 	 	0	 	 	 	360,452	 	 	 	945,338	 	 	 	584,886	 






10









 





Exhibit B – Restricted Stock Units




	 	 	 	 	 
	Personnel Grant Status

	 	Dean Foods Company

ID:

2515 McKinney Avenue, LB 30, Suite 1200

Dallas, Texas 75201
	 	Page: 1

File: Optstmt

Date: 8/29/2007

Time: 9:50:55AM
	 
	 	 	 	 
	 

	 	 	 	 






AS OF 8/28/2007  




   




	 	 	 
	Alan Bernon

	 	ID:
	2515 McKinney Avenue

	 	 
	Dallas, TX USA 75201

	 	 
	 
	 	 
	 

	 	 
	A W A R D S

	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Grant	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number	 	Date	 	 	Plan	 	 	Type	 	 	Granted	 	 	Price	 	 	Released	 	 	Vested	 	 	Cancelled	 	 	Unvested	 
	DU000424
	 	 	9/19/2005	 	 	 	89NQ	 	 	RSU	 	 	20,000	 	 	$	0.0000	 	 	 	6,667	 	 	 	6,667	 	 	 	0	 	 	 	13,333	 
	DU003750
	 	 	1/13/2006	 	 	 	89NQ	 	 	RSU	 	 	75,000	 	 	$	0.0000	 	 	 	25,000	 	 	 	25,000	 	 	 	0	 	 	 	50,000	 
	DV005410
	 	 	9/19/2005	 	 	 	89NQ	 	 	RSU	 	 	6,260	 	 	$	0.0000	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	6,260	 
	DV005426
	 	 	1/13/2006	 	 	 	89NQ	 	 	RSU	 	 	23,475	 	 	$	0.0000	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	23,475	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	124,735	 	 	 	 	 	 	 	31,667	 	 	 	31,667	 	 	 	0	 	 	 	93,068	 






Information Currently on File




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tax	 	Rate %	 	Option Broker	 	Award Broker	 	Registration	 	Alternate Address
	Federal
	 	 	25.000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Medicare
	 	 	1.450	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Social Security
	 	 	6.200	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







11