Exhibit 10.1

 

DEAN FOODS CORPORATE

2017 SHORT-TERM INCENTIVE COMPENSATION PLAN

 

 

	
Purpose:
    	
 
    	
To (i) align employee   variable cash compensation with the annual objectives of the Company,   (ii) motivate employees to create sustained shareholder value, and   (iii) attract talent and retain key employees with competitive variable cash   compensation.
    
	
 
    	
 
    	
 
    
	
Participants:
    	
 
    	
Employees of Dean Foods   who are in positions to influence and/or control results of the Corporation   and/or their specific areas of responsibility are eligible to participate.
    
	
 
    	
 
    	
 
    
	
Payout Criteria:
    	
 
    	
The criteria for payment   to Participants under this Plan and the weighting of such criteria is based   on performance against financial targets, individual target incentive   percentages, and performance against individual objectives as set forth   below. Depending on the Participant’s role in the   organization, Individual Objectives may be based on corporate,   functional, business unit, or individual objectives and will be noted as   Individual Objectives in the Components.
    


 

	
Participant Group
    	
 
    	
Components
    
	
CEO
    	
 
    	
· 75%   Financial Objectives
    
	
EVP, CFO
    	
 
    	
     (Based   on Dean Foods Adjusted Operating Income Target)
    
	
EVP, Chief HR Officer
    	
 
    	
· 25%   Individual Objectives
    
	
EVP, General Counsel & Secretary
    	
 
    	
     (Based   on Achievement of Individual Objectives)
    
	
EVP, Supply Chain
    	
 
    	
 
    
	
SVP, Chief Customer, Mktg & Innovation   Officer
    	
 
    	
 
    
	
SVP, CIO
    	
 
    	
 
    
	
SVP, Field Sales
    	
 
    	
 
    
	
SVP, Finance & CAO
    	
 
    	
 
    
	
SVP, Logistics
    	
 
    	
 
    
	
SVP, Procurement
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
All Corporate Staff not covered by another STI plan
    	
 
    	
 
    


 

	
Payout Scales:
    	
 
    	
The financial payout   factor is 0% - 200% based on actual performance against approved financial   objectives. The individual objective factor is 0% - 200% of actual   performance against approved individual objectives. Payments under the Dean   Foods Short-Term Incentive Compensation Plan are variable in nature and are   not guaranteed.
    
	
 
    	
 
    	
 
    
	
Financial Objectives   Performance Payout Factor:
    	
 
    	
Approved financial   objectives and the range of performance for each objective for the Plan Year   along with the corresponding payout factor scale based on actual performance   will be included in the Administrative Guidelines for the Plan. The STI Plan   Year is the same as the Dean Foods fiscal year.
    
	
 
    	
 
    	
 
    
	
Individual Objectives
    	
 
    	
Each Plan Participant has   25% of their STI target calculated against the attainment of certain   specified individual objectives as determined by the Participant’s supervisor   and / or Compensation Committee of the Board of Directors. Actual earned   awards are based on the individual’s performance rating under the Performance   Management Process and the determination of final percentage targets against   which the 25% will apply.
    


 

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Adjustment of Targets /   Actuals:
    	
 
    	
Upon the recommendation of   the CEO, the Compensation Committee may (but has no obligation to) adjust the   criteria, targets, actuals, or payout scale upon the occurrence of   extraordinary events or circumstances. Significant acquisitions or   dispositions of assets or companies or issuances or repurchases of common   stock or other equity interests may, at the Compensation Committee’s   discretion, result in an adjustment to the Dean Foods financial target or   plan-specific financial target.
    
	
 
    	
 
    	
 
    
	
Determination of Individual   Target Incentive:
    	
 
    	
Individual target   incentives for specific positions are included in the Dean Foods Compensation   Program. The Company may make adjustments to an individual’s target incentive   based on market conditions or business requirements, as necessary.
    
	
 
    	
 
    	
 
    
	
Definitions:
    	
 
    	
“Disability” is defined as   permanent and total disability (within the meaning of   Section 22(e)(3) of the Internal Revenue Service Code (“Code”).
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“Retirement” is defined as   (i) age fifty-five (55), so long as the Participant has completed at   least ten (10) years of continuous service immediately prior to   retirement, or (ii) age sixty-five (65).
    
	
 
    	
 
    	
 
    
	
Eligibility:
    	
 
    	
Eligibility is determined   by salary grade in the Company, or as approved by the Executive Vice   President Human Resources, or her designate. Participants must be employed by   the Company on the last working day of the Plan Year in order to be eligible   to receive an incentive award, except as otherwise provided by State law.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
A Participant is   disqualified from receiving any incentive   award (financial and / or individual) under the Plan if: (1) the   Participant receives an Unsatisfactory Performance (or equivalent) rating for   the plan year or (2) the Participant is terminated for Cause, as defined   below, at any point during the Plan year or between the last working day of   the Plan Year and the date the incentive award is paid, except as otherwise   provided by State law.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For a Participant   receiving a Needs Improvement (or equivalent) performance rating for the plan   year, the sum of the financial and individual award cannot exceed 100% of the   Participant’s target incentive.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
If a Participant dies,   becomes disabled, or retires prior to the payment of awards or if a   Participant’s job is eliminated and such job elimination makes the   Participant eligible to receive benefits under a Company severance plan or   policy, the Participant may receive a payout, at the time other incentive   awards are paid, based on actual time in the position during the Plan Year, and   actual results of the company.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Eligibility and individual   target amounts may be prorated. A Participant’s year-end base salary will be   used to calculate the incentive award in the case of those individuals   actively employed by the Company on the last working day of the Plan Year. A   Participant’s base salary at the time of death, disability, retirement, or   job elimination will be used to calculate the prorated incentive award in   those specific circumstances. All proration of incentive awards will be   calculated based on whole month participation. If an employee becomes   eligible to participate in the Plan, transfers between Plans, changes target   participation in the Plan, or becomes ineligible to participate in the Plan   between the first day of the month and the 15th of the month, the incentive   award will be 
    


 

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calculated based on full   month participation. If the eligibility change occurs between the   16th of the month and the end of the month, the incentive award will be   calculated beginning with the full calendar month following the change. There   will be no award made for employees hired after December 15th of   the Plan Year.
    
	
 
    	
 
    	
 
    
	
“Cause” Defined:
    	
 
    	
For purposes of this Plan,   “Cause” means a Participant’s (i) willful failure to perform   substantially a Participant’s duties; (ii) willful or serious misconduct   that has caused, or could reasonably be expected to result in, material   injury to the business or reputation of the Company; (iii) conviction   of, or entering a plea of guilty or nolo contendere to,   a crime constituting a felony; (iv) breach of any written covenant or   agreement with the Company, any material written policy of the Company or any   Company code of conduct or code of ethics, or (v) failure to cooperate   with the Company in any internal investigation or administrative, regulatory   or judicial proceeding.
    
	
 
    	
 
    	
 
    
	
Repayment Provision:
    	
 
    	
All Plan participants   agree and acknowledge that this Plan is subject to the policies that the   Compensation Committee of the Dean Foods Board of Directors may adopt from   time to time, with respect to the repayment to the Company of any plan   benefit received, including “clawback” policies.
    


 

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