ex101063019v2






                        DEAN FOODS COMPANY               EXECUTIVE DEFERRED COMPENSATION PLAN                                                                DEAN FOODS COMPANY          POST-2004 EXECUTIVE DEFERRED COMPENSATION PLAN                                                        TERMINATION AND LIQUIDATION OF PLANS                                              WHEREAS, prior to 2005 Dean Foods Company (the “Company”) had adopted  the Dean Foods Company Executive Deferred Compensation Plan (the “Pre-2005 Plan”);          WHEREAS, in connection with the enactment of Section 409A of the Internal  Revenue Code of 1986, as amended (“Section 409A”), the Company decided to limit the  Pre-2005 Plan to deferrals with respect to periods prior to 2005, and adopted the Dean  Foods Company Post-2004 Executive Deferred Compensation Plan (the “Post- 2004  Plan”) to record amounts deferred with respect compensation earned in respect of  services after 2004;          WHEREAS, the Pre-2005 Plan is a grandfathered plan, not subject to the  provisions of Section 409A,          WHEREAS, the Post-2004 Plan was designed to satisfy the requirements imposed  with respect to deferred compensation subject to the provisions of Section 409A;          WHEREAS, the Company has determined to terminate and liquidate each of the  Pre-2005 Plan and the Post-2004 Plan;          WHEREAS, being a grandfathered plan, not subject to the provisions of Section  409A, the Pre-2005 Plan may be terminated and liquidated solely in accordance with its  terms;           WHEREAS, being subject to the provisions of Section 409A, the Post-2004 Plan  must be terminated and liquidated in accordance with the regulations promulgated under  the provisions of Section 409A;           WHEREAS, pursuant to Article XI of each of the Pre-2005 Plan and the Post- 2004 Plan, the Compensation Committee of the Board of Directors of the Company (the  “Committee”) has the power to amend or terminate each such Plan;           WHEREAS, the Committee has delegated its authority to administer each such  Plan, including its authority pursuant to Article XI of each such Plan to amend and to  terminate the Plan, to certain designated officers of the Company;                                               1005222103v1  





 






      NOW, THEREFORE, the designated officers of the Company have adopted the  following resolutions:          RESOLVED, that pursuant to Article XI thereof, the Pre-2005 Plan is hereby  terminated effective as of May 1, 2019, and the amounts credited to the accounts of each  participant or beneficiary thereunder shall be distributed immediately, but in no event  later than 30 days, following such termination date;          RESOLVED FURTHER, that pursuant to Article XI thereof, the Post-2005 Plan  is hereby terminated, in accordance with the provisions of Treas. Reg. §1.409A- 3(j)(4)(ix)(C), effective as of May 1, 2019 (the “Termination Date”),  and except as  otherwise provided in the amendment to the Post-2004 Plan referenced in the following  resolution, the amounts credited to the accounts of each participant or beneficiary  thereunder shall be distributed on, or within 30 days following, May 1, 2020 (May 1,  2020 hereafter referred to as the “Liquidation Date”);         RESOLVED FURTHER, that to assure that the termination of the Post-2005 Plan  is effected in accordance with the provisions of Treas. Reg. §1.409A-3(j)(4)(ix)(C),  pursuant to Article XI thereof, the Post-2005 Plan is hereby amended, in the manner set  forth in the attached Termination and Liquidation Amendment;         RESOLVED, FURTHER, as a condition to the termination and liquidation of the  Post-2005 Plan in accordance with the provisions of Treas. Reg. §1.409A-3(j)(4)(ix)(C),  the Company hereby terminates and liquidates for itself, and acting as the controlling  shareholder of each of its subsidiaries, on substantially comparable terms and conditions  to those set forth in the Termination and Liquidation Amendment, each agreement,  method, program and other arrangement (the “Terminated Arrangements”) sponsored the  Company and each of its subsidiaries that would be deemed to be a service recipient with  the Company under Treas, Reg. §1.409A-1(g) (the “Company Service Recipients”); and         RESOLVED, FURTHER, as a further condition to the termination and liquidation  of the Post-2005 Plan in accordance with the provisions of Treas. Reg. §1.409A- 3(j)(4)(ix)(C), the Company agrees and acknowledges that, prior to May 1, 2022, neither  the Company nor any other Company Service Recipient may establish any new deferred  compensation plan that would be deemed to be aggregated with this Plan or any other  Terminated Arrangement under the provisions of Treas. Reg. §1.409A-1(c); and          RESOLVED, FURTHER, that each of the officers of the Company be, and each  of them hereby is, in the name of and on behalf of the Committee authorized and  empowered to carry out the purposes and intent of the each of the foregoing resolutions,                                                                  2       1005222103v1  





 






including executing documents that bind the Company, as any such officer shall deem to  be necessary or appropriate to carry out the purposes and intent of each of the foregoing  resolutions.         IN WITNESS WHEROF,  the officers of the Company designated by the  Committee to administer and amend each of the Pre-2005 Plan and the Post-2004 Plan  have caused these resolutions to be adopted on behalf of the Company on this 9th day of  May, 2019.                                       DEAN FOODS COMPANY                                          ______/s/   Jose Motta______________                                      By:   Jose Motta, Senior Vice President                                            Human Resources                                                      ______/s/   Mike Adams____________                                      By:   Mike Adams, Vice President                                            Benefits & HR Systems                                                               3       1005222103v1