Dean Foods Company 2009 Short Term Incentive Compensation Plans



 Exhibit 10.17 
 DEAN FOODS CORPORATE 
 2009 SHORT-TERM INCENTIVE COMPENSATION PLAN 
  

			
	Purpose:	  	To (i) align employee 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 compensation remains competitive.
		
	Participants:	  	Key management employees, individual contributors, and senior executive officers of Dean Foods who are in positions to influence and/or control results in their specific areas of
responsibility.
		
	Payout Criteria:	  	The criteria for payment to Participants under this Plan and the weighting of such criteria is based on position level in the organization, performance against financial targets and
performance against individual objectives as set forth below.

  

			
	 Participant Group
	    	 Dean Objectives

	All Participants	    	60% Dean Financial(s)
		
		    	40% Individual Objectives

  

			
	Payout Scales:	  	The payout factor for the financial component is 0% - 200%, rounded to the nearest whole number, based on actual performance against approved objectives. The payout factor for the individual
objective component is 0% - 150% based on actual performance against 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 will have a component of their incentive based on the attainment of certain specified individual performance objectives as determined by the Participant’s
supervisor. Actual earned awards are based on the individual’s performance rating under the One Dean Performance Management Program (PMP). The Company will provide guidelines for the determination of these awards on an annual
basis.
		
		  	If financial performance exceeds 100% of target, then the individual payout factor is multiplied by the financial payout factor, rounded to the nearest whole number, for purposes of
calculating the individual component of the incentive award. If a participant has 2 or more financial measures in the financial component, then the financial payout factors are averaged on a pro rata basis to determine if overall Financial
performance exceeds 100% of target. If the prorata average of the financial payout factors, rounded to the nearest whole number, exceeds 100% of target, then the prorata average of the financial factors is multiplied by the Individual payout factor
for purposes of calculating the individual component of the incentive award.

  


					
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 DEAN FOODS CORPORATE 
 2009 SHORT-TERM INCENTIVE COMPENSATION PLAN 
  

			
	Adjustment of Targets	  	Upon the recommendation of the CEO, the Compensation Committee may (but has no obligation to) adjust the incentive criteria, targets 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 a region’s or business unit’s 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.
		
	Eligibility:	  	Eligibility is determined by level in the company or as approved by the Chairman and CEO, or Executive Vice President Human Resources, or their 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, 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. All proration of incentive awards will be calculated based on whole month participation. If an employee becomes eligible to participate in the plan, transfers 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.
		
	Special Awards:	  	Upon recommendation of the Dean Foods Company Chairman and CEO, special awards may be made to individual employees in the Company in recognition of extraordinary achievement which has created
or will create value for Dean Foods and its shareholders.

  


					
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 DSD DAIRY 
 2009 SHORT-TERM INCENTIVE COMPENSATION PLAN 
  

			
	Purpose:	  	To (i) align employee 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 compensation remains competitive.
		
	Participants:	  	Key management employees, individual contributors, and senior executive officers of Dean Foods DSD Platform who are in positions to influence and/or control results in their specific areas of
responsibility.
		
	Payout Criteria:	  	The criteria for payment to Participants under this Plan and the weighting of such criteria is based on position level in the organization, performance against financial targets and
performance against individual objectives as set forth below.

  

			
	 Participant Group
	    	 DSD Objectives

	President, DSD	    	20% Dean Foods Financial(s)
		    	40% DSD Financial(s)
		    	40% Individual Objectives
		
	Senior Leadership Team (Direct reports	    	60% DSD Financial(s)
	to President, DSD) & DSD Corporate	    	40% Individual Objectives
	Staff	    	
		
	Group Vice Presidents and DSD Group	    	60% Group Financial(s)
	Staff	    	40% Individual Objectives
		
	General Manager and Staff	    	60% Business Unit Financial(s)
		    	40% Individual Objectives

  

			
	Payout Scales:	  	The payout factor for the financial component is 0% - 200%, rounded to the nearest whole number, based on actual performance against approved objectives. The payout factor for the individual
objective component 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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 DSD DAIRY 
 2009 SHORT-TERM INCENTIVE COMPENSATION PLAN 
  

			
	Individual Objectives:	  	Each plan participant will have a component of their incentive based on the attainment of certain specified individual performance objectives as determined by the Participant’s
supervisor. Actual earned awards are based on the individual’s performance rating under the One Dean Performance Management Program (PMP). The Company will provide guidelines for the determination of these awards on an annual
basis
		
		  	If financial performance exceeds 100% of target, then the individual payout factor is multiplied by the financial payout factor, rounded to the nearest whole number, for purposes of
calculating the individual component of the incentive award. If a participant has 2 or more financial measures in the financial component, then the financial payout factors are averaged on a pro rata basis to determine if overall Financial
performance exceeds 100% of target. If the prorata average of the financial payout factors, rounded to the nearest whole number, exceeds 100% of target, then the prorata average of the financial factors is multiplied by the Individual payout factor
for purposes of calculating the individual component of the incentive award.
		
	Adjustment of Targets	  	Upon the recommendation of the CEO, the Compensation Committee may (but has no obligation to) adjust the incentive criteria, targets 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 a region’s or business unit’s 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.
		
	Eligibility:	  	Eligibility is determined by level in the company or as approved by the President, DSD or Executive Vice President Human Resources, or their 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, 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. All proration of incentive awards will be calculated based on whole month participation. If an employee

  


					
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 DSD DAIRY 
 2009 SHORT-TERM INCENTIVE COMPENSATION PLAN 
  

			
		  	becomes eligible to participate in the plan, transfers 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.
		
	Special Awards:	  	Upon recommendation of the Dean Foods Company CEO and the President, DSD special awards may be made to individual employees in the Company in recognition of extraordinary achievement which
has created or will create value for Dean Foods and its shareholders.

  


					
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 WHITEWAVE 
 2009 SHORT-TERM INCENTIVE COMPENSATION PLAN 
  

			
	Purpose:	  	To (i) align employee 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 compensation remains competitive.
		
	Participants:	  	Key management employees, individual contributors, and senior executive officers of Dean Foods WhiteWave Platform who are in positions to influence and/or control results in their specific
areas of responsibility.
		
	Payout Criteria:	  	The criteria for payment to Participants under this Plan and the weighting of such criteria is based on position level in the organization, performance against financial targets and
performance against individual objectives as set forth below.

  

			
	 Participant Group
	    	 WhiteWave Objectives

	CEO & President,	    	20% Dean Foods Financial(s)
	WhiteWave & Morningstar	    	40% Business Unit Financial(s)
		    	40% Individual Objectives
		
	Senior Leadership Team	    	60% WhiteWave Financial(s)
	(Senior Vice Presidents who are direct	    	40% Individual Objectives
	reports to President, WhiteWave)	    	
		
	Brand Business Teams	    	20% WhiteWave Financial(s)
		    	40% Brand Financial(s)
		    	40% Individual Objectives
		
	Functional Vice Presidents and Below	    	60% WhiteWave Financial(s)
		    	40% Individual Objectives

  

			
	Payout Scales:	  	The range of the financial component of the incentive payout, rounded to the next whole number, is 0% - 200% based on actual performance against approved objectives. The range of the
individual objective component is 0% - 150% based on actual performance against approved objectives.
		
	Objectives Performance Factor:	  	Approved financial objectives and the range of performance for each objective for the Plan Year along with the corresponding payout 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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 WHITEWAVE 
 2009 SHORT-TERM INCENTIVE COMPENSATION PLAN 
  

			
	Individual Objectives:	  	Each plan participant will have a component of their incentive based on the attainment of certain specified individual performance objectives as determined by the Participant’s
supervisor. Actual earned awards are based on the individual’s performance rating under the WhiteWave Performance Management Program (PMP). The Company will provide guidelines for the determination of these awards on an annual
basis.
		
		  	If financial performance, rounded to the next whole number, exceeds 100% of target, then the individual payout factor is multiplied by the financial payout factor for purposes of calculating
the individual component of the incentive award. If a participant has 2 or more financial measures in the financial component, then the financial payout factors are averaged on a pro rata basis to determine if overall Financial performance exceeds
100% of target. If the prorata average of the financial payout factors, rounded to the nearest whole number, exceeds 100% of target, then the prorata average of the financial factors is multiplied by the Individual payout factor for purposes of
calculating the individual component of the incentive award.
		
	Adjustment of Targets	  	Upon the recommendation of the CEO, the Compensation Committee may (but has no obligation to) adjust the incentive criteria, targets 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 a region’s or business unit’s 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.
		
	Eligibility:	  	Eligibility is determined by level in the company or as approved by the CEO & President, WhiteWave and Morningstar, or Executive Vice President Human Resources, or their 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, 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. All proration of incentive awards will be calculated based on whole month participation. If

  


					
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 WHITEWAVE 
 2009 SHORT-TERM INCENTIVE COMPENSATION PLAN 
  

			
		  	an employee becomes eligible to participate in the plan, transfers or becomes ineligible 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.

		
	Special Awards:	  	Upon recommendation of the Dean Foods Company CEO and the President, WhiteWave, special awards may be made to individual employees in the Company in recognition of extraordinary achievement
which has created or will create value for Dean Foods and its shareholders.

  


					
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 MORNINGSTAR 
 2009 SHORT-TERM INCENTIVE COMPENSATION PLAN 
  

			
	Purpose:	  	To (i) align employee 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 compensation remains competitive.
		
	Participants:	  	Key management employees, individual contributors, and senior executive officers of Dean Foods Morningstar Platform who are in positions to influence and/or control results in their specific
areas of responsibility.
		
	Payout Criteria:	  	The criteria for payment to Participants under this Plan and the weighting of such criteria is based on position level in the organization, performance against financial targets and
performance against individual objectives as set forth below.

  

			
	 Participant Group
	    	 Morningstar Objectives

	COO Morningstar	    	20% Dean Foods Financial(s)
		    	40% Morningstar Financial(s)
		    	40% Individual Objectives
		
	All Other	    	60% Morningstar Financial(s)
		    	40% Individual Objectives

  

			
	Payout Scales:	  	The payout factor for the financial component of the incentive payout is 0% - 200%, rounded to the nearest whole number, based on actual performance against approved objectives. The payout
factor for the individual objective component is 0% - 150% based on 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 will have a component of their incentive based on the attainment of certain specified individual performance objectives as determined by the Participant’s
supervisor. Actual earned awards are based on the individual’s performance rating under the One Dean Performance Management Program (PMP). The Company will provide guidelines for the determination of these awards on an annual
basis.

  


					
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 MORNINGSTAR 
 2009 SHORT-TERM INCENTIVE COMPENSATION PLAN 
  

			
		  	If financial performance exceeds 100% of target, then the individual payout factor is multiplied by the financial payout factor, rounded to the next whole number, for purposes of calculating
the individual component of the incentive award. If a participant has 2 or more financial measures in the financial component, then the financial payout factors are averaged on a pro rata basis to determine if overall Financial performance exceeds
100% of target. If the prorata average of the financial payout factors exceeds 100% of target, then the prorata average of the financial factors, rounded to the next whole number, is multiplied by the Individual payout factor for purposes of
calculating the individual component of the incentive award.
		
	Adjustment of Targets	  	Upon the recommendation of the CEO, the Compensation Committee may (but has no obligation to) adjust the incentive criteria, targets 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 a region’s or business unit’s 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.
		
	Eligibility:	  	Eligibility is determined by level in the company or as approved by the Morningstar Chief Operating Officer, or Executive Vice President Human Resources, or their 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, 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. All proration of incentive awards will be calculated based on whole month participation. If a participant becomes eligible to participate in the plan, transfers or changes jobs from the first day
of the month through the 15th of the month, the incentive award will be calculated based on full month participation. If an employee becomes
eligible to participate in the plan, transfers or becomes ineligible for 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

  


					
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 MORNINGSTAR 
 2009 SHORT-TERM INCENTIVE COMPENSATION PLAN 
  

			
		  	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.
		
	Special Awards:	  	Upon recommendation of the Dean Foods Company CEO and the Morningstar Chief Operating Officer, special awards may be made to individual employees in the Company in recognition of
extraordinary achievement which has created or will create value for Dean Foods and its shareholders.

  


					
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 INNOVATION GROUP 
 2009 SHORT-TERM INCENTIVE COMPENSATION PLAN 
  

			
	Purpose:	  	To (i) align employee 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 compensation remains competitive.
		
	Participants:	  	Key management employees, individual contributors, and senior executive officers of the Dean Foods Innovation Group who are in positions to influence and/or control results in their specific
areas of responsibility.
		
	Payout Criteria:	  	The criteria for payment to Participants under this Plan and the weighting of such criteria is based on position level in the organization, performance against financial targets and performance
against individual objectives as set forth below.

  

			
	 Participant Group
	    	 Innovation Objectives

	SVP Innovation	    	50% Dean Foods Financial(s)
		    	50% Individual Objectives
		
	All Others	    	40% Dean Foods Financial(s)
		    	60% Individual Objectives

  

			
	Payout Scales:	  	The range of the financial component of the incentive payout is 0% - 200%, rounded to the nearest whole number, based on actual performance against approved objectives. The range of the
individual objective component is 0% - 150% based on actual performance against approved objectives.
		
	Objectives Performance Factor:	  	Approved financial objectives and the range of performance for each objective for the Plan Year along with the corresponding payout 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 will have a component of their incentive based on the attainment of certain specified individual performance objectives as determined by the Participant’s supervisor.
Actual earned awards are based on the individual’s performance rating under the One Dean Performance Management Program (PMP). The Company will provide guidelines for the determination of these awards on an annual basis.
		
		  	If financial performance exceeds 100% of target, then the individual payout factor is multiplied by the financial payout factor, rounded to the nearest whole number, for purposes of calculating
the individual component of the incentive award. If a participant has 2 or more financial measures in the financial component, then the financial payout factors are averaged on a pro rata basis to determine if overall Financial performance exceeds
100% of

  


					
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 INNOVATION GROUP 
 2009 SHORT-TERM INCENTIVE COMPENSATION PLAN 
  

			
		  	target. If the prorata average of the financial payout factors exceeds 100% of target, then the prorata average of the financial factors, rounded to the nearest whole number, is multiplied by
the Individual payout factor for purposes of calculating the individual component of the incentive award.
		
	Adjustment of Targets	  	Upon the recommendation of the CEO, the Compensation Committee may (but has no obligation to) adjust the incentive criteria, targets 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 a region’s or business unit’s 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.
		
	Eligibility:	  	Eligibility is determined by level in the company or as approved by the Dean Foods Chairman and CEO, or Executive Vice President Human Resources, or their 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, 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. All proration of incentive awards will be calculated based on whole month participation. If an employee becomes eligible to participate in the plan, transfers or becomes ineligible 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.
		
	Special Awards:	  	Upon recommendation of the Dean Foods Company CEO and the President, White Wave, special awards may be made to individual employees in the Company in recognition of extraordinary achievement
which has created or will create value for Dean Foods and its shareholders.

  


					
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