exv10w1






Exhibit 10.1




DEAN FOODS COMPANY




AMENDED AND RESTATED

EXECUTIVE SEVERANCE PAY PLAN




Article 1. PURPOSE OF THE PLAN




          The purpose of the Dean Foods Company Executive Severance Pay Plan dated September 4, 2006, as
amended and restated as provided for herein as of August 26, 2008 (the “Plan”) is to
provide severance benefits to executive officers and certain other designated officers or employees
of Dean Foods Company (the “Company”) and its Subsidiaries whose employment terminates
under the circumstances described below.




Article 2. DEFINITIONS



Certain Definitions. Whenever used herein, the following terms shall have the respective
meanings set forth below:





“Administrator” means a committee comprised of the following officers of the
Company: the Chief Executive Officer, the General Counsel and the senior HR officer or, if
at any time no person serves in any such office or is then acting in such capacity, the
person fulfilling a substantially similar role; provided, however,
that no such officer shall be authorized to act with respect to any manner that
relates to his or her specific entitlements under the Plan.




“Board” means the Board of Directors of the Company.




“Cause” means (i) Participant’s conviction of any crime deemed by the
Company to make the Participant’s continued employment untenable; (ii) Participant’s
willful and intentional misconduct or negligence that has caused or could reasonably be
expected to result in material injury to the business or reputation of the Company;
(iii) a Participant’s conviction of, or entering a plea of guilty or nolo
contendere to, a crime constituting a felony; (iv) the breach by a
Participant of any written covenant or agreement with the Company or (v) Participant’s
failure to comply with or breach of the Company’s “code of conduct” in effect from time to
time.




“Corresponding Severance Period” means a period of years equal to the multiple
applicable to the Participant’s Base Pay/Salary and Incentive Pay/Bonus in accordance with
Exhibit A.




“Equity Awards” means any grants or awards of stock options, restricted stock and
restricted stock units made to any Participant.




“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.




“Good Reason” means a termination of a Participant’s employment by such Participant
following the occurrence of one or more of the following events: (i) a material
reduction in the Participant’s annual base salary or target annual bonus opportunity (unless
a similar reduction is applied broadly to similarly situated employees), (ii) a
material reduction in the scope of a Participant’s duties and responsibilities, or (iii) the
relocation of the Participant’s













 







principal place of employment to a location that is more than 50 miles from such prior
location of employment. In order for a termination by the Executive to constitute a
termination for Good Reason, (i) the Executive must notify the Company of the circumstances
claimed to constitute Good Reason in writing not later than the 90th day after it has arisen
or occurred, (ii) the Company must not have cured such circumstances within 30 days of
receipt of such notice and (iii) the Executive terminates employment within 6 months of such
occurrence..




“Participant” means any employee who satisfies the eligibility requirements of
Section 3.




“Qualifying Termination” means (i) the involuntary termination of a
Participant’s employment by the Company (other than for Cause) or (ii) the voluntary
termination of a Participant’s employment with the Company for Good Reason. For all
purposes under this Plan, an Executive shall not have a “termination of employment” (and
corollary terms) from the Company unless and until the Executive has a “separation from
service” from the Company (as determined under Treas. Reg. Section 1.409A-1(h), as uniformly
applied in accordance with such rules as shall be established by the Company from time to
time).




“Severance Benefits” means the amounts and benefits provided in Exhibit A.




“Subsidiary” means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if each of the corporations (other than the last
corporation in the unbroken chain) owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in the chain.




Gender and Number. Except when otherwise indicated by the context, words in the
masculine gender used in the Plan shall include the feminine gender, the singular shall
include the plural, and the plural shall include the singular.



Article 3. ELIGIBILITY




          Eligibility under the Plan is limited to the executives and officers of the Company and its
Subsidiaries identified on Exhibit A hereto.




Article 4. SEVERANCE BENEFITS





	4.1	 	 Severance Benefits. Each Participant who experiences a Qualifying Termination
and who satisfies any additional conditions imposed pursuant to Section 4.3 shall receive the
applicable Severance Benefits as provided in Exhibit A. Severance Benefits shall be reduced
by such amounts as may be required under all applicable federal, state, local or other laws or
regulations to be withheld or paid over with respect to such payment. No Participant shall be
entitled to duplicate benefits pursuant to this Plan and any other plan or agreement and no
Participant shall receive any Severance Benefits upon a termination of employment other than a
Qualifying Termination.
	 
	4.2	 	 Time of Payment of Severance Benefits.




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	 	 	(a) If a Participant incurs a Qualifying Termination prior to January 1, 2009, any Severance
Benefits (other than “Base Pay/Salary” and “Incentive Pay/Bonus”) will be paid in a single lump
sum within thirty (30) business days after the Participant’s date of termination of employment.
In such circumstance and subject to the satisfaction of the conditions set forth in section 4.3,
for the period through the end of 2008, “Base Pay/Salary” and “Incentive Pay/Bonus” shall be
paid on a pro-rata basis, in accordance with the Company’s normal payroll practices applicable
to Base Pay/Salary, assuming that the aggregate amount payable would be paid over the
Participant’s Corresponding Severance Period. The first such pro-rated payment shall be made on
the first payroll period commencing after the Participant’s date of termination and similar
pro-rated payments shall be made as of each subsequent payroll period through the remainder of
2008. The remainder of any Severance Benefits in respect of Base Pay/Salary and Incentive
Pay/Bonus shall be paid in a single lump sum payment in 2009, but in no event later than March
15, 2009.
	 
	 	 	(b) If a Participant incurs a Qualifying Termination on or after January 1, 2009, subject to
the satisfaction of the conditions set forth in section 4.3, all Severance Benefits shall be
payable within 75 days after the date of the Participant’s termination of employment.






	4.3	 	 Conditions to Payment. Notwithstanding anything contained in the Plan to the
contrary, (i) payment of any Severance Benefits shall be conditioned upon the
execution and non-revocation by Participant of a release in a form and in substance reasonably
satisfactory to the Administrator within 60 (sixty) days after the Participant’s termination
of employment and (ii) the Administrator may condition the Participant’s receipt of all or any
portion of the Severance Benefits upon the Participant’s agreement to such additional
conditions as the Administrator may deem necessary or appropriate to promote the interests of
the Company, including the execution by Participant of an agreement not to compete with, not
to solicit employees or customers from, and/or not to use or disclose confidential information
of, the Company and its Subsidiaries during a period of time not exceeding the Participant’s
Corresponding Severance Period. Any conditions imposed by the Administrator under subclause
(ii) of the immediately preceding sentence shall be communicated to the Participant not later
than five business days after the date of termination, and must be agreed to by the
Participant within 60 (sixty) days following the Participant’s termination of employment in
order for the Participant to be eligible to receive the Severance Benefits subject to such
condition.
	 
	4.4	 	 Other Benefits. A Participant’s benefits under this Plan shall be reduced by
any severance, separation or early retirement incentive pay or other similar benefits the
Participant receives under any other plan, program, agreement or arrangement, such benefits
shall be treated as satisfying the obligations to the Participant hereunder, to the extent of
such payment, so that there shall be no duplication of benefits. Except as provided in this
Plan, a Participant’s rights under any employee benefit plans maintained by the Company shall
be determined in accordance with the provisions of such plans.





Article 5. METHOD OF FUNDING




          Nothing in the Plan shall be interpreted as requiring the Company to set aside any of its
assets for the purpose of funding its obligations under the Plan. No person entitled to benefits
under the Plan shall have any right, title or claim in or to any specific assets of the Company,
but shall




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have the right only as a general creditor to receive benefits on the terms and conditions
provided in the Plan.




Article 6. ADMINISTRATION OF THE PLAN




          The Plan shall be administered by the Administrator, who shall have full authority, consistent
with the Plan, to administer the Plan, including authority to interpret, construe and apply any
provisions of the Plan. Any decisions of the Administrator shall be final and binding on all
parties.




          The Administrator shall be the Plan Administrator and named fiduciary of the Plan for purposes
of ERISA. The Administrator may delegate to any person, committee or entity any of his or her
respective duties hereunder and the decisions of any such person with respect to such delegated
matters shall be final and binding in accordance with the first paragraph of this section. This
section shall constitute the Plan’s procedures for the allocation of responsibilities for the
operation and administration of the Plan (within the meaning of Section 405(c) of ERISA).




Article 7. AMENDMENT OR TERMINATION OF PLAN




          Notwithstanding anything in the Plan to the contrary, the Company’s Board of Directors may
amend, modify or terminate the Plan at any time by written instrument; provided that any such
amendment, modification or termination shall not (i) with respect to any Participant who has an
employment or other written agreement with the Company explicitly providing for participation in
this Plan, result in the loss of any material or substantive rights for such Participant or (ii)
with respect to any Participant, deprive such Participant of any payment or benefit that the Plan
Administrator previously has determined is payable to such Participant under the Plan. In
addition, the Administrator shall have the right at any time to make any amendments to the Plan
that could be made by the Board of Directors under the preceding sentence, including modifying the
timing and form of payment of all or any portion of Severance Benefits or other payments described
herein, if, in the sole discretion of the Plan Administrator, any such amendment is necessary or
advisable as a result of changes in law or to avoid the imposition of an additional tax, interest
or penalty under section 409A of the Internal Revenue Code of 1974, as amended (the “Code”) and
regulations promulgated thereunder.




Article 8. MISCELLANEOUS





	8.1	 	 Headings. Headings of sections in this instrument are for convenience only,
and do not constitute any part of the Plan.
	 
	8.2	 	 Severability. If any provision of this Plan or the rules and regulations made
pursuant to the Plan are held to be invalid or illegal for any reason, such illegality or
invalidity shall not affect the remaining portions of this Plan.
	 
	8.3	 	 Effect on Prior Plans. With respect to any employee who is eligible to receive
benefits under the Plan, the Plan supersedes any and all prior severance plans, agreements,
programs and policies to the extent applicable to such employees.




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	8.4	 	 Successors and Assigns. This Plan shall be binding upon and inure to the
benefit of the Company, and its respective successors and assigns and shall be binding upon
and inure to the benefit of a Participant and his or her legal representatives, heirs and
assigns. No rights, obligations or liabilities of a Participant hereunder shall be assignable
without the prior written consent of the Company.
	 
	8.5	 	 Governing Law. The Plan shall be construed and enforced in accordance with
ERISA and the laws of the State of Delaware to the extent such laws are not preempted by
ERISA.
	 
	8.6	 	  Section 409A. Neither the Company nor any of its directors, officers or
employees shall have any liability to an employee in the event such Section 409A applies to any
benefit provided pursuant to this policy in a manner that results in adverse tax consequences for
the employee or any of his or her beneficiaries or transferees.




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EXHIBIT A




SEVERANCE BENEFITS




	 	 	 	 	 	 	 
	 	 	Executive Vice President, Corporate	 	 	 	 
	 	 	Senior Vice President, Division	 	 	 	 
	 	 	Presidents, and Chief Operating	 	 	 	 
	 	 	Officers	 	Divisional Senior Vice Presidents	 	Corporate Vice Presidents
	Base Pay/Salary

	 	2 x current base salary
	 	1.5 x current base salary
	 	1 x current base salary
	 
	 	 	 	 	 	 
	Incentive Pay/Bonus

	 	2 x current annual bonus target
	 	1.5 x current annual bonus target
	 	1 x current annual bonus target
	 
	 	 	 	 	 	 
	Equity Awards

	 	Cash payment made for the
in-the-money value of stock option
awards and the fair market value
of restricted shares that would
vest over the 24 months following
the date of severance based on
average closing price of Dean
Foods stock for 25 days (or, with
respect to terminations on or
after January 1, 2009, 30 days)
immediately following the date of
severance
	 	Cash payment made for the
in-the-money value of stock
option awards and the fair
market value of restricted
shares that would vest over the
18 months following the date of
severance based on average
closing price of Dean Foods
stock for 25 days (or, with
respect to terminations on or
after January 1, 2009, 30 days)
immediately following the date
of severance
	 	Cash payment made for the
in-the-money value of stock
option awards and the fair
market value of restricted
shares that would vest over
the 12 months following the
date of severance based on
average closing price of Dean
Foods stock for 25 days (or,
with respect to terminations
on or after January 1, 2009,
30 days) immediately following
the date of severance
	 
	 	 	 	 	 	 
	Healthcare

	 	Cash payment of $25,000 which may
be used to pay COBRA expenses
	 	Cash payment of $20,000 which
may be used to pay COBRA
expenses
	 	Cash payment of $15,000 which
may be used to pay COBRA
expenses
	 
	 	 	 	 	 	 
	Outplacement

	 	Cash payment of $25,000
	 	Cash payment of $20,000
	 	Cash payment of $15,000
	 
	 	 	 	 	 	 
	Current Year Bonus

	 	Payment of a pro-rata bonus based
on months employed during the year
and the Participant’s target bonus
for the year of termination
	 	Payment of a pro-rata bonus
based on months employed during
the year and the Participant’s
target bonus for the year of
termination
	 	Payment of a pro-rata bonus
based on months employed
during the year and the
Participant’s target bonus for
the year of termination