Exhibit









June 9, 2017


David Bernard


Dear David:


I am pleased to offer you the position of Senior Vice President – Chief Information Officer (Grade 99) for Dean Foods Company.  This position will report to Ralph Scozzafava, Chief Executive Officer, and will be based out of our Corporate Headquarters in Dallas, Texas.  We look forward to having you join our team, TBD.  Please confirm your acceptance of this offer by June 14, 2017.


Here are the specifics of your assignment:


Base Salary
You will be paid $13,541.67 on a semi-monthly basis, less payroll taxes, which equates to an annual salary of $325,000.00, less payroll taxes.  Your salary will be reviewed annually (next in March 2018).   


Signing Bonuses
You will receive one-time signing bonuses totaling $200,000.00, less payroll taxes, per the following schedule:


	
		
	Payment Within 30 Days 
After Date Listed Below
	Amount

	Completion of 30 days’ employment
	$50,000.00

	Completion of 12 months’ employment
	$75,000.00

	Completion of 24 months’ employment
	$75,000.00






If you voluntarily leave Dean Foods without good reason within 12 months following the payment of a signing bonus, you will be responsible for reimbursing Dean Foods for the full gross amount of the signing bonus (prorated based on the number of full months worked during the 12 months following the payment), and you will not be eligible to receive any unpaid signing bonuses.


Annual Incentive Opportunity
As a Grade 99 executive, you will be eligible to earn an annual incentive as a participant in the Dean Foods Corporate Short-Term Incentive (STI) Plan with a 2017 target amount equal to 55% of your annualized base salary, subject to the achievement of certain financial targets as well as your performance against certain individual objectives.  Your 2017 incentive payment will be prorated based on your actual hire date.


Annual Long-Term Incentive Compensation


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You will 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 Dean Foods Compensation Committee.


One-Time New Hire Long-Term Incentive Award
You will be eligible for a one-time new hire grant under the Dean Foods Long Term Incentive Program.  The target value of the grant will be $150,000.00.  You will receive additional details regarding your new hire grant within 90 days of your new hire effective date.


Paid Time Off (PTO)
You will be granted twenty-five (25) days of PTO per year.  For 2017, your PTO will be prorated based on your actual start date.  Unused PTO is not carried forward from year to year unless required by state law.


Benefits Plan
You will soon be receiving an overview of the health and welfare benefits program. Your eligibility begins on the first day of the month following 60 calendar days of employment; please note that you must complete the health and welfare benefits enrollment process within 45 days of your hire date. Once hired, if you have questions regarding the health and welfare benefits programs or eligibility, please call the Dean Foods Benefits Service Center at 877-224-4909 or go online to www.deanfoods.mercerhrs.com.  


Your eligibility for 401(k) benefits will begin on the first day of the month following 60 calendar days of employment.  You will receive information regarding these benefits approximately two weeks prior to your eligibility. For questions regarding 401(k) programs or eligibility, please call Fidelity Investments at 800-835-5095.


Executive Deferred Compensation Plan
You will be eligible to participate in the Dean Foods Executive Deferred Compensation Plan.  The plan provides eligible executives with the opportunity to defer compensation on a pre-tax basis.  You will receive general information and enrollment materials during the next enrollment cycle.


Supplemental Executive Retirement Plan
You will be covered by the Dean Foods Supplemental Executive Retirement Plan (SERP) under the plan rules.  The SERP is a non-qualified retirement plan that provides an annual Company contribution (currently 4% of eligible excess compensation) to executives whose eligible compensation exceeds the annual IRS-mandated limit for qualified retirement plans.  Company contributions are made in June/July for the prior year period.  You will receive additional information upon receiving your first plan contribution.


Executive Physical
You will 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.


COBRA Support
Should you elect COBRA (health insurance) coverage from your previous employer, Dean Foods will reimburse you, grossed up for taxes, for your COBRA premiums (less your comparable Dean Foods contribution) until you become eligible for Dean Foods benefits (first of the month following 60 days of employment).


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 


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trading Dean Foods’ securities (or, in some circumstances, the securities of companies doing business with Dean Foods).


Severance 
Dean Foods maintains an Executive Severance Plan.  As a Senior Vice President, you will be an eligible participant.  A copy of the plan will be provided to you.


Change-In-Control Provisions 
You will be provided a Change in Control agreement comparable to that currently provided to other Dean Foods Senior Vice Presidents. 


New Hire Process
This offer of employment is contingent upon your submission to and successful completion of a background check and drug screen.  By signing this offer letter, you represent that there is no agreement or promise in place between you and any other company (for example, a non-competition agreement) that would prohibit you from working for Dean Foods.  You are also required to comply with the Dean Foods Code of Ethics as a condition of employment, and you understand and agree that you are not to use or disclose the confidential or proprietary information of any prior employer while performing your job with Dean Foods.  You also agree that to the extent you have any prohibitions on solicitation of customers or employees from your prior employer, you agree that you will honor those provisions for the allotted time in any relevant agreements.  


Conclusion
David, I am very excited about the opportunities at Dean Foods and very excited to have you be a part of our team. I am confident that with your experience, skills, vision and standards, you will make significant contributions to our company in the years to come.


Best regards,


/s/ Kim Warmbier


Kim Warmbier
EVP, Chief Human Resources Officer


Agreed and accepted:




/s/ David Bernard                         
David Bernard


June 12, 2017    
Date






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June 21, 2017


David Bernard


Dear David:


I am very excited that you have accepted our offer to join Dean Foods on June 26, 2017 as our new Senior Vice President – Chief Information Officer.


Regarding your recent offer, we would like to readdress a component of your compensation package related to your Annual Incentive Opportunity.  As provided in your original offer letter, you will be eligible to earn an annual incentive as a participant in the Dean Foods Corporate Short-Term Incentive (STI) Plan with a 2017 target amount equal to 55% of your annualized base salary, subject to the achievement of certain financial targets as well as your performance against certain individual objectives.


We would like to clarify that, although for the 2017 plan year your STI calculation will be prorated based on your actual hire date, the anticipated five months of incentive for which you will be eligible during 2017 will be guaranteed to be paid at target.  The 2017 STI prorated payment will be calculated using your annual base salary as of 12/31.  


David, we’re all very excited to have you be a part of our team. I look forward to greeting you personally very soon.  Feel free to call with any questions.


Best regards,


/s/ Kim Warmbier


Kim Warmbier
EVP, Chief Human Resources Officer






Cc. David Bruns
      Jose Motta




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