EX-10.27



 Exhibit 10.27 

 
  
 



 
 February 25, 2013 
 Dear Mr. Tanner: 
 I am pleased to confirm your new position of Chief Executive Officer
(Grade 99) for Dean Foods Company, which was effective October 31, 2012. 
 Here are the specifics of your new assignment: 

Base Salary 
 You will be paid $41,666.67
on a semi-monthly basis, which equates to an annual salary of $1,000,000. Your new salary is inclusive of your 2013 merit increase and will be reviewed annually (next in March 2014). 
 Annual Incentive Opportunity 
 You will be eligible to earn an annual incentive as a
participant in the Dean Foods Corporate Short-Term Incentive Plan with a target amount equal to 130% of your annualized base salary (as of 12/31 of the incentive plan year), subject to the achievement of certain financial targets for the Corporate
Staff and certain individual objectives. For 2012, you will be eligible to earn an incentive payment that will be prorated based on the amount of time you were in each position. 
 Promotional Long Term Incentive Grant 
 In addition, you were awarded a one-time promotional
RSU equity grant on 11/15/12 with a value of $1,400,000, as approved by the Compensation Committee of the Dean Foods Board of Directors. 

Annual Long Term Incentive Compensation 

You will continue to be eligible for future equity grants under the Dean Foods Long Term Incentive Program. The amount and nature of any future long-term
incentive awards will be determined by the Dean Foods Board of Directors or the Compensation Committee thereof. 
 Executive Deferred
Compensation Plan 
 You will continue to be eligible to participate in the Executive Deferred Compensation Plan. The plan provides eligible
executives with the opportunity to save on a tax-deferred basis. 
 Paid Time Off (PTO) 

You will continue to be eligible for the same number of PTO days you currently receive each calendar year. Unused PTO is not carried forward from year to
year unless state law requires. 







 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 or affiliated with Dean Foods) from time to time in accordance with the company’s Insider Trading Policy. 
 Indemnity Agreement 
 You will continue to be covered under the Director and Officer
Indemnity Agreement signed between you and the company. 
 Severance 
 As the Chief Executive Officer, you will also be eligible for benefits under the Dean Foods Company Executive Severance Plan (“Severance Plan”). In summary, according to the Severance Plan, if
your employment is terminated at any time as a result of a “qualifying termination”, meaning any termination as a result of your voluntary termination for good reason, or your involuntary termination without cause, all as defined in the
Severance Plan, 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/PTO. In addition,
you will be eligible to receive a 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 actual terms of the Severance Plan will govern your rights to severance and not this letter. 
 Good Reason Waiver 
 In consideration of your continued employment, the promotional
long-term incentive grant specified above, the increase in your base salary effected in connection with your promotion, which shall continue to be payable after the date hereof, and your continued eligibility for long-term incentive compensation as
specified above, you hereby waive any right you may currently have, or which you may hereafter have, to terminate your employment for “good reason” under the Severance Plan due to any material reduction in the scope of your duties or
responsibilities by reason of the occurrence of, or any actions taken or effected in relation to or in connection with any or all of (i) the sale by Dean Foods Company of its Morningstar Foods division (the “Morningstar Sale”),
(ii) the sale or other disposition, including any public offering, by Dean Foods Company of any portion of the stock of The WhiteWave Foods Company, whether or not occurring before or after the date hereof (the “WhiteWave Stock
Sales”), and (iii) any future distribution by Dean Foods Company of all or any portion of the stock of The WhiteWave Foods Company to the shareholders of Dean Foods Company (the “WhiteWave Distribution”). This means that, by
signing this letter, you are agreeing that you are not entitled to any Severance Benefits (as defined in the Severance Plan) in connection with the Morningstar Sale, the WhiteWave Stock Sales or the WhiteWave Distribution or any other action taken
in connection therewith, related thereto or arising by reason thereof. 
 Change in Control 

You will continue to be covered by your signed Change in Control agreement, which you previously executed in your former position as an Executive Officer
of Dean Foods. In general, that agreement provides benefits of three times your annual salary and target bonus, plus vesting 







 
of all equity awards and continued health coverage for a period of time following a Change in Control as detailed in the Change in Control Agreement. The details of these provisions are set forth
more fully in your signed Change in Control Agreement. 
 Benefits Plan 
 You will continue to be eligible for benefits programs that are available for similarly-situated employees such as FlexSelect benefits (medical, dental, vision) and 401(k) in addition to the executive
level benefits. 
 Conclusion 

Gregg, I am very excited about your achievements thus far and look forward to your future contributions to Dean Foods. I am confident that with your
experience, skills, vision and standards, you will continue to make significant contributions to our company in the years to come. 
 Best
regards, 
 /s/ Kim Warmbier 
 Kim
Warmbier 
 EVP & CHRO, Dean Foods 
 Agreed and accepted: 
  

	
	 /s/ Gregg Tanner

	Gregg Tanner
	
	  

	Date