Dean Foods Company 2010 Short Term Incentive Compensation Plans



 Exhibit 10.18 
 BUSINESS UNIT PRESIDENT – ALPRO 
 2010
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. 

  

	 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 President – Alpro
	  	- 60% Financial Objectives
		
		  	 20% = Dean Foods Financial Objectives

		  	 40% = Alpro Financial Objective(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. 

  

	 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. 









	 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. The Company will provide guidelines for the determination of these awards on an annual basis.


  

	 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”) or as defined by country
legislation. 

  

	 	“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. 

  

 2 









	 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 regulatory provisions. 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. 

  

	 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. 

  

	 Plan Provisions 
	Should any of the provisions in the above plan conflict with country regulatory provisions, local provisions govern. 

  

 3 








 BUSINESS UNIT PRESIDENT 
 2010 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. 

  

	 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 Presidents
	  	- 60% Financial Objectives
	 –       FDD
	  	
	 –       WhiteWave
	  	   20% = Dean Foods Financial Objectives

	 –       Morningstar
	  	   40% = Business Unit Financial Objective(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. 

  

	 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. 

  

 4 









	 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. The Company will provide guidelines for the determination of these awards on an annual basis.


  

	 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. 

  

 5 









	 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. 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. 

  

	 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 








 EXECUTIVE LEADERSHIP AND CORPORATE STAFF 
 2010 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. 

  

	 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
	 COO
	  	
	 Functional EOT Members
	  	   30% = Dean Foods Operating Income

	 –       Human Resources
	  	   30% = Earnings Per Share

	 –       Finance
	  	
	 –       R&D
	  	- 40% Individual Objectives
	 –       Innovation
	  	
	 –       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. 

  

	 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. 

  

 7 









	 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. The Company will provide guidelines for the determination of these awards on an annual basis.


  

	 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. 

  

 8 









	 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. 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. 

  

	 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 








 FRESH DAIRY DIRECT SENIOR SALES & DISTRIBUTION AND 
 SUPPLY CHAIN LEADERSHIP TEAMS 
 2010 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. 

  

	 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

	 All direct reports to President - FDD and FDD functional leads
 –       Sales
 –       Marketing
 –       Finance
 –       Distribution
 –       Strategy
 –       Project Management
 –       Human Resources
 –       FDD Chief of Staff
 –       Supply Chain
 –       Quality
 –       Engineering
	  	 - 60% Financial Objectives
  
 20%= Dean Foods Financial Objectives
 40%= FDD Operating Income
  
 - 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. 

  

	 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. 

  

 10 









	 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. The Company will provide guidelines for the determination of these awards on an annual basis.


  

	 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. 
  

 11 









	 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. 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. 

  

	 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. 

  

 12 








 WAREHOUSE SENIOR FUNCTIONAL LEADERSHIP 
 2010 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. 

  

	 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

	 Functional Leaders
	  	- 60% Financial Objectives
		
	 – Human Resources
 – Finance
 – Legal
	  	 25%= WhiteWave Financial Objectives
 25%= Morningstar Financial Objectives
 10%= 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. 

  

	 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. 

  

 13 









	 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. The Company will provide guidelines for the determination of these awards on an annual basis.


  

	 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. 
  

 14 









	 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. 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. 

  

	 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. 

  

 15 








 WHITEWAVE SENIOR LEADERHIP AND STAFF 
 2010 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. 

  

	 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

	 All direct reports to the President –
 Whitewave, including Brand
 Presidents
 All WhiteWave Staff not covered by
 another STI plan
	 	 - 60% Financial Objectives
  
 60% = WhiteWave 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. 

  

	 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. 

  

 16 









	 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. The Company will provide guidelines for the determination of these awards on an annual basis.


  

	 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. 
  

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	 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. 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. 

  

	 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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 WHITEWAVE / MORNINGSTAR SUPPLY CHAIN SENIOR LEADERSHIP 
 2010 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. 

  

	 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

	 SVP Supply Chain
	  	 - 60% Financial Objectives
  
 20%= Dean Foods Financial Objectives
 20%= Morningstar Financial Objectives
 20%= WhiteWave 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. 

  

	 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. 

  

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	 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. The Company will provide guidelines for the determination of these awards on an annual basis.


  

	 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. 
  

 20 









	 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. 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. 

  

	 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. 

  

 21 








 Individual Objectives: 40% Individual Objectives 
  

					
	 Performance Management
Process

	 Rating
	  	 Definition
	  	 Individual Payout Factor*

			
	 Significantly Above Target (SAT)
	  	Met all and exceeded most of the objectives for the year	  	 140%
  
 (135% - 150%)

			
	 Above Target (AT)
	  	Met all and exceeded some of the objectives for the year	  	 125%
  
 (115% - 130%)

			
	 On Target (OT)
	  	Met objectives for the year	  	 100%
  
 (90% - 110%)

			
	 Below Target (BT)
	  	Met some objectives for the year	  	 80%
  
 (70% - 85%)

			
	 Significantly Below Target (SBT)
	  	Met few or none of the objectives for the year	  	50% or below

 * The target Individual
Payout Factor for each Performance Rating is shown in bold. Supervisors retain discretion within the ranges noted above. 
  

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