Dean Foods Company 2011 Short-Term Incentive Compensation Plan



 Exhibit 10.1 
 EXECUTIVE LEADERSHIP AND CORPORATE STAFF 
 2011 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) ensure
retention of key employees by ensuring that cash compensation remains competitive.
		
	Participants:	  	Employees of Dean Foods who are in positions to influence and/or control results in their specific areas of responsibility and/or the Corporation. In particular, salary grade
levels 9 and above are eligible to participate.
		
	Payout Criteria:	  	The criteria for payment to Participants under this Plan and the weighting of such criteria is based on individual target incentive percentages, performance against financial
targets, 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
	  	 - 60% Financial Objectives

	 President & COO
	  	
	 Functional EOT Members (e.g.)
	  	 60% = Dean Foods Operating Income

	 –    Human Resources
	  	
	 –    Finance
	  	 - 40% Individual Objectives

	 –    R&D
	  	
	 –    Supply Chain
	  	
	 –    Legal
	  	
	 –    Strategy
	  	
	All Corporate Staff not covered by another STI plan	  	

  

			
	Payout Scales:	  	The financial payout factor is 0% - 200%, rounded to the nearest whole percentage, based on actual performance against approved objectives. The individual objective factor is 0%
- 150% of actual performance against approved objectives.
		
	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.


  
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	Individual Objectives:	  	Each Plan Participant maintains a 40% objective 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 40% will
apply.
		
	Financial Multiplier:	  	The financial multiplier is the financial payout factor and is applied against the individual objective factor, if the financial payout factor exceeds 100%. For plans with
multiple financial components, the multiplier will be a weighted average of each financial component. If the financial payout factor does not exceed 100%, no multiplier is applied to the individual objective factor.
		
	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 Integrated 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).
		
		  	“Actively Employed” is defined as the Participant must not have been terminated prior to the identified date.
		
	Eligibility:	  	Eligibility is determined by salary grade in the Company, or as approved by the Executive Vice President Human Resources, or designate. Participants must be actively employed by
the Company on the last working day of the Plan Year in order 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 a Significantly Below Target (or equivalent) performance rating for the plan year or (2) the Participant is


  
 2 









			
		  	terminated for Cause, as defined below, at any point between the last working day of the Plan Year and the date the incentive award is paid, except as otherwise provided by State
law. 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 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 pro-rated 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 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. Eligible Participants who join the Company on or after October 1st will receive a prorated award, if earned, with the individual portion of the award calculated at target performance.
There will be no award made for employees hired after December 15th of the Plan Year.
		
	“Cause” Defined:	  	For purposes of this Agreement, “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:	  	The Participant in this Plan agrees and acknowledges that this Plan is subject to any 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 benefit received pursuant to this Plan, including “clawback” policies.


  
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 BUSINESS UNIT LEADERS 

2011 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) ensure
retention of key employees by ensuring that cash compensation remains competitive.
		
	Participants:	  	Employees of Dean Foods who are in positions to influence and/or control results in their specific areas of responsibility and/or the Corporation. In particular, salary grade
levels 9 and above are eligible to participate.
		
	Payout Criteria:	  	The criteria for payment to Participants under this Plan and the weighting of such criteria is based on individual target incentive percentages, performance against financial
targets, 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

	 Business Unit Leaders
	  	 - 60% Financial Objectives

	 –    Dairy Core
	  	
	 –    WhiteWave
	  	 20% = Dean Foods Operating Income

	 –    Morningstar
	  	 40% = Business Unit Financial(s)

		
		  	 - 40% Individual Objectives


  


			
	Payout Scales:	  	The financial payout factor is 0% - 200%, rounded to the nearest whole percentage, based on actual performance against approved objectives. The individual objective factor is 0%
- 150% of actual performance against approved objectives.
		
	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 maintains a 40% objective 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 40% will
apply.


  
 4 









			
	Financial Multiplier:	  	The financial multiplier is the financial payout factor and is applied against the individual objective factor, if the financial payout factor exceeds 100%. For plans with
multiple financial components, the multiplier will be a weighted average of each financial component. If the financial payout factor does not exceed 100%, no multiplier is applied to the individual objective factor.
		
	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 Integrated 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).
		
		  	“Actively Employed” is defined as the Participant must not have been terminated prior to the identified date.
		
	Eligibility:	  	Eligibility is determined by salary grade in the Company, or as approved by the Executive Vice President Human Resources, or designate. Participants must be actively employed by
the Company on the last working day of the Plan Year in order 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 a Significantly Below Target (or equivalent) performance rating for the plan year or (2) the Participant is terminated for Cause, as defined below, at any point between the last working day of the Plan Year and
the date the incentive award is paid, except as otherwise provided by State law. 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


  
 5 









			
		  	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 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 pro-rated 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 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. Eligible Participants who join the Company on or after October 1st will receive a prorated award, if earned, with the individual portion of the award calculated at target performance. There will be no award made for employees hired after December 15th of the Plan Year.
		
	“Cause” Defined:	  	For purposes of this Agreement, “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:	  	The Participant in this Plan agrees and acknowledges that this Plan is subject to any 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 benefit received pursuant to this Plan, including “clawback” policies.


  
 6 








 BUSINESS UNIT LEADER ALPRO 

2011 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) ensure retention
of key employees by ensuring that cash compensation remains competitive.
		
	Participants:	  	Employees of Dean Foods who are in positions to influence and/or control results in their specific areas of responsibility and/or the Corporation. In particular, salary grade levels
9 and above are eligible to participate.
		
	 Payout

Criteria:
	  	The criteria for payment to Participants under this Plan and the weighting of such criteria is based on individual target incentive percentages, performance against financial
targets, 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

	 Business Unit Leader
	 	 - 60% Financial Objectives

	 —    President, Alpro
	 	  
 60% = Alpro Financial
Objectives

		
		 	 - 40% Individual Objectives


  


			
	Payout Scales:	  	The financial payout factor is 0% - 200%, rounded to the nearest whole percentage, based on actual performance against approved objectives. The individual objective factor is 0% -
150% of actual performance against approved objectives.
		
	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 maintains a 40% objective 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 40% will
apply.


  
 7 









			
	Financial Multiplier:	  	The financial multiplier is the financial payout factor and is applied against the individual objective factor, if the financial payout factor exceeds 100%. For plans with multiple
financial components, the multiplier will be a weighted average of each financial component. If the financial payout factor does not exceed 100%, no multiplier is applied to the individual objective factor.
		
	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 Integrated 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).
		
		  	“Actively Employed” is defined as the Participant must not have been terminated prior to the identified date.
		
	Eligibility:	  	Eligibility is determined by salary grade in the Company, or as approved by the Executive Vice President Human Resources, or designate. Participants must be actively employed by the
Company on the last working day of the Plan Year in order 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 a Significantly Below Target (or equivalent) performance rating for the plan year or (2) the Participant is terminated for Cause, as defined below, at any point between the last working day of the Plan Year and
the date the incentive award is paid, except as otherwise provided by State law. 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


  
 8 









			
		  	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 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 pro-rated 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 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. Eligible Participants who join the Company on or after October 1st will receive a prorated award, if earned, with the individual portion of the award calculated at target performance. There will be no award made for employees hired after December 15th of the Plan Year.
		
	“Cause” Defined:	  	For purposes of this Agreement, “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:	  	The Participant in this Plan agrees and acknowledges that this Plan is subject to any 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 benefit received pursuant to this Plan, including “clawback” policies.


  
 9