Exhibit 10.1

 

DEAN FOODS COMPANY CORPORATE

2019 SHORT-TERM INCENTIVE COMPENSATION PLAN

 

	
Purpose:
    	
To (i) align   employee variable cash compensation with the annual objectives of the   Company, (ii) retain and motivate employees to execute the   Company’s financial and strategic plans, and (iii) attract talent and   retain key employees with competitive variable cash compensation.
    
	
 
    	
 
    
	
Participants:
    	
Employees of Dean Foods   who are in positions to influence and/or control results of the Company   and/or their specific areas of responsibility are eligible to participate.
    
	
 
    	
 
    
	
Payout   Criteria:
    	
The criteria for   payment to Participants under this short-term incentive (“STI”)   compensation plan (the “STI Plan” or “Plan”) and the weighting   of such criteria is based on performance against financial targets,   individual target incentive percentages, and performance against individual   objectives as set forth below.
    


 


	
Participant Group
    	
 
    	
Components
    
	
CEO
    	
 
    	
· 75% Financial Objectives
    
	
All EVPs and SVPs, and
    	
 
    	
(Based on Dean Foods Adjusted Operating Cash Flow   Target)
    
	
All grade 10-20 and grade 99 staff not covered by   another STI Plan
    	
 
    	
· 25% Individual Objectives 
   (Based on Achievement of Individual Objectives)
    




 

	
Payout   Scales:
    	
The financial payout   factor is 0% - 100% based on actual performance against approved financial   objectives. The individual objective factor is 0% - 100% based on actual   performance against approved individual objectives. Payments under the STI   Plan are variable in nature and are subject to the performance payout   criteria set out below.
    


 

	
Financial   Objectives Performance Payout Criteria:
    	
Each Participant has   75% of his or her STI target calculated against the attainment of certain   financial objectives as determined by the Compensation Committee of the   Company’s Board of Directors. Any payout under the financial objectives   portion of the STI award is subject to the Company meeting a minimum Adjusted   Operating Cash Flow (“OCF”) threshold equal to 50.1% of the OCF target   established by the Compensation Committee. Payout under the financial   objectives component for the Plan Year will be capped at 100% of target for   Participants receiving a rating of Solid Performer or better and capped at   50% for Participants receiving a rating of Needs Improvement with no payout   to Participants receiving an Unsatisfactory Performance rating for the Plan   Year. The Participant must be actively employed by the Company on the last   day of the Plan Year to be eligible for a payout under the financial   objectives portion of the Plan. The STI Plan Year is the same as the Dean   Foods fiscal year.
    


 











 

	
Individual   Objectives Performance Payout Criteria:
    	
Each Participant has   25% of his or her STI target calculated against the attainment of certain   specified individual objectives as determined by the Participant’s supervisor   and / or Compensation Committee of the Board of Directors. Depending on the   Participant’s role in the organization, individual objectives may be based on   corporate, functional, business unit, or individual objectives. Actual earned   awards are based on the individual’s performance against individual   objectives and rating under the performance management process, with payout   guaranteed at target for a rating of Solid Performer or better and no payout   for a rating of Needs Improvement or Unsatisfactory Performance in the Plan   Year. In order to be eligible for a payout under the individual objectives   component of the Plan, the Participant must be actively employed by the   Company on the date the payment is made.
    
	
 
    	
 
    
	
Adjustment   of Targets / Actuals:
    	
Upon the recommendation   of the CEO, the Compensation Committee may (but has no obligation to) adjust   the criteria, targets, actuals, or payout scale upon the occurrence of   extraordinary events or circumstances. Significant acquisitions or   dispositions of assets or companies or issuances or repurchases of common   stock or other equity interests may, at the Compensation Committee’s   discretion, result in an adjustment to the Dean Foods financial target or   plan-specific financial target.
    
	
 
    	
 
    
	
Determination   of Individual Target Incentive:
    	
Individual target   incentives for specific positions are included in the Dean Foods Compensation   Program. The Company may make adjustments to an individual’s target incentive   based on market conditions or business requirements, as necessary.
    
	
 
    	
 
    
	
Definitions:
    	
“Disability” is defined   as permanent and total disability (within the meaning of Section 22(e)(3) of   the Internal Revenue Code).
    
	
 
    	
 
    
	
 
    	
“Retirement” is defined   as age sixty-five (65).
    
	
 
    	
 
    
	
Eligibility:
    	
Eligibility is   determined by salary grade in the Company, or as approved by the SVP, Human   Resources, or his/her designate. Except as otherwise provided by State law,   in in order to be eligible to receive an incentive award, participants must   be (i) for the Financial Objectives component, employed by the Company   on the last working day of the Plan Year and (ii) for the Individual   Objectives component, employed by the Company on the date the STI payment is   made.
    
	
 
    	
 
    
	
 
    	
A Participant is   disqualified from receiving any incentive award (financial and / or   individual) under the Plan if: (1) the Participant receives an   Unsatisfactory Performance (or equivalent) rating for the Plan Year or   (2) the Participant is terminated for Cause, as defined below, at any   point during the Plan Year or between the last working day of the Plan Year   and the date the incentive award is paid, except as otherwise provided by   State law.
    
	
 
    	
 
    
	
 
    	
If a Participant dies,   becomes disabled, or retires prior to the payment of awards or if a   Participant’s job is eliminated and such job elimination makes the   Participant eligible to receive benefits under a Company severance plan or   policy, the Participant may receive a payout, at the time other incentive   awards are paid, based on actual time in the position during the Plan Year,   and actual results of the Company.
    
	
 
    	
 
    
	
 
    	
Eligibility and   individual target amounts may be prorated. A Participant’s year-end base   salary will be used to calculate the incentive award in the case of those   individuals actively employed by the Company on the last working day of the   Plan Year. A Participant’s base salary at the time of death, disability, retirement,   or job elimination will be used to calculate the prorated incentive award in   those specific circumstances.
    


 











 

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