exv10w5



 





Exhibit 10.5





October 7, 2005




Mr. Joseph E. Scalzo

397 Fox Hill Road

Westwood, MA 02090




Dear Joe:



I am pleased to offer you the position of President and Chief Executive Officer of WhiteWave Foods.
This position will report directly to me. We are delighted that you share our passion for this
organization and its tremendous potential. I look forward to having you join our team as soon as
possible after you complete your existing commitments.



Here are the specifics of your offer:



Base
Salary



You will be paid $23,076.92 on a bi-weekly basis, which equates to an annual salary of $600,000.
Your salary will be reviewed annually by our Compensation Committee.



Signing
Bonus



You will receive a one-time signing bonus of $200,000.00, less payroll taxes, within 30 days of
employment. Please note, should you voluntarily leave WhiteWave Foods without good reason during
your first year of employment, you will be responsible for reimbursing WhiteWave Foods on a
pro-rata gross share (n/12 based on number of months worked) of the one-time signing bonus you
receive.



Annual
Bonus Opportunity


As President of WhiteWave Foods, you will be eligible to earn an annual bonus with a target amount
equal to 80% of your annualized salary, subject to the achievement of certain operating targets for
the group. You can earn up to 200% of your targeted bonus if operating targets are exceeded. For
2005, this bonus will be paid on a pro-rata basis for the number of months employed.



Stock Options



At hire, you will be granted options to purchase 245,000 shares of Dean Foods common stock, subject
to approval by the Compensation Committee of the Board of Directors. The exercise price of the
options will be the closing price of a share of Dean Foods stock on the date preceding the date of
grant. The options will vest in equal installments over a period of three (3) years, beginning on
the first anniversary date of the grant. You will be eligible for future equity grants under the
Dean Foods Long Term Incentive Program in the future, commencing in January 2007. The amount and
nature of future long term incentive awards will be determined by the Board of Directors.




 









 








Mr. Joseph Scalzo

October 7, 2005

Page 2 of 4



Management Deferred Compensation Plan


You will be eligible to participate in the Deferred Compensation Plan. The plan provides eligible
executives with the opportunity to save on a tax-deferred basis. You will receive general
information and enrollment materials at your home address approximately 30 — 45 days after your
start date.



Vacation Benefits



You will be granted five (5) weeks vacation. Unused vacation is not carried forward from year to
year.



COBRA Support



Should you elect COBRA (health insurance) coverage from your previous employer, WhiteWave Foods
will pay your COBRA premiums (minus your normal WhiteWave Foods contribution) until you become
eligible for WhiteWave Foods benefits (approximately 60 days following hire).



Benefits Plan Reference




Attached to this letter is an overview of Dean Foods’ Health Benefits, savings and 401k programs,
and all other benefits. If you have questions regarding these programs or eligibility, please call
Robby Dunn at 214-303-3557.



Relocation Benefits




WhiteWave Foods wants your move to Colorado to be a positive one. The relocation benefits provided
to you include: household goods move; temporary housing; home visits; in-transit expenses; home
sale assistance; duplicate housing costs; and, new home closing assistance. The policy describing
these benefits is enclosed. In addition, we will arrange for the purchase of your home through our
relocation agency if your home is not sold within 6 months. The specifics of this arrangement are
as follows:



If you select the Quantum Home Sale Program, you will need to choose two independent appraisers
from a designated list that is provided to you by Quantum Relocation. The average of the two (2)
appraisals will determine the appraised value of your home. If the two appraisals vary by more
than 10%, a third appraisal will be required and all three appraisals will be averaged to determine
the appraised value. Once the average has been determined, Quantum Relocation Services will
present you with an offer. You may take up to 60 days to accept or reject the offer, while
marketing the property for sale.



A general home inspection of your home is required. Should your home need repairs, it will be your
responsibility to have all necessary repairs corrected before Quantum Relocation Services will
acquire the home. If the necessary repairs are not corrected, the cost of the repairs will be
deducted from your equity payment.



Once your home has passed necessary inspections and the appraised value offer has been accepted,
your home will be placed into the Quantum Relocation Service inventory. Closing on your home
buy-out will be agreed upon and your equity funded within 48 hours after closing.




 









 








Mr. Joseph Scalzo

October 7, 2005

Page 3 of 4



Insider Trading



As an executive officer, you will have access to sensitive business and financial information.
Accordingly, you will be prohibited from trading Dean Foods securities (or, in some circumstances,
the securities of companies doing business with Dean Foods) from time to time in accordance with
the company’s Insider Trading Policy.



Severance



If your employment is terminated at any time as a result of a “qualifying termination,” meaning any
termination as a result of death, disability, your voluntary termination for good reason, or your
involuntary termination without cause (as defined below), you will receive payment of all base
salary accrued through the date of termination, prior year’s bonus to the extent earned but not
paid, target bonus through the date of termination and all unused vacation. In addition, you will
receive a lump sum severance payment equivalent to two years of your base salary and target
bonuses, less lawful deductions. You will be required to execute a release of all claims and such
other agreements as the company may deem necessary or appropriate in order to receive such
severance pay.



The term “cause” shall mean: (a) your conviction of any crime deemed by the company to make your
continued employment untenable; (b) any act of gross negligence or willful misconduct in the
conduct of your employment; (c) your committing any act of dishonesty whether relating to the
company or any of its affiliates, its employees, agents or otherwise; or (d) your failure to comply
with the Company’s Code of Ethics, or any conduct which brings the Company or any of its affiliates
into disrepute, in each case as determined by the Board of Directors.



The term “good reason” shall have the meaning given such term under the Change in Control Agreement
referenced below.



Non Qualifying Termination




In the event that your employment with WhiteWave Foods is terminated either for cause or by you
voluntarily and without good reason, no severance payment will be made. If your employment is
terminated either for cause or by you voluntarily and without good reason, all unvested stock
option and other equity grants made to you and your rights thereunder will be automatically
terminated.



Change-In-Control Provisions




You will be provided a Change in Control agreement comparable to that currently provided to other
Dean Foods executive officers. In general, this agreement provides benefits of three times your
annual salary and target bonus, plus vesting of all equity awards and continued health coverage for
a two-year period in certain circumstances following a Change in Control. As stated in the Change
in Control Agreement, in order to receive these benefits, your employment must be terminated,
either by the company within two years after a Change in Control, or by you for good reason within
such two-year period, or by you for any reason during the 13th month after a Change in
Control. The details of these provisions are set forth more fully in the enclosed Change of
Control Agreement. Enclosed are two copies for your signature.




 









 








Mr. Joseph Scalzo

October 7, 2005

Page 4 of 4



In addition, if it is necessary for you to obtain legal representation or to bring any legal
proceeding in order to enforce your rights under the Change in Control Agreement, the Company will
pay all legal fees incurred by you in connection with such action.



New Hire Processes




You are required to comply with the Dean Foods Code of Ethics as a condition of employment. You
are required to sign the Compliance Certificate contained within the Code of Ethics at the time
your employment begins and periodically thereafter.



Your position also requires that you sign a Non-Competition Agreement. Enclosed are two copies for
your signature.



Conclusion




Joe, I am delighted at the prospect of you joining WhiteWave Foods. I am confident that you share
our vision and standards, embody our values and beliefs, and will make a profound contribution to
our company. We are very eager for you to begin to exert your leadership.




	 	 	 	 	 
	 	Best regards,





Gregg L. Engles

 	 
	 	 	 
	 	 	 
	 	 	 
	 



	 	 
	Agreed and accepted:

	 

	/s/ Joseph E. Scalzo

	Joseph E. Scalzo

	 

	/s/
October 7, 2005

	Date