0000950134-05-020909 Sample Contracts

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 9th, 2005 • Dean Foods Co/ • Ice cream & frozen desserts • Delaware

THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is entered into effective as of September _7_, 2005, by and between DEAN FOODS COMPANY, a Delaware corporation (together with its subsidiaries, the “Company”), and Alan Bernon (the “Executive”).

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PROPRIETARY INFORMATION, INVENTIONS AND NON-COMPETE AGREEMENT
Proprietary Information, Inventions and Non-Compete Agreement • November 9th, 2005 • Dean Foods Co/ • Ice cream & frozen desserts • Colorado

THIS PROPRIETARY INFORMATION, INVENTIONS AND NON-COMPETE AGREEMENT (this “Agreement”), dated as of the _7th___day of October, 2005, between WhiteWave Foods Company a Delaware corporation (“the Company”), having its principal place of business at 1890 North 57th Court, Boulder, Colorado 80301, and Joseph E. Scalzo (“Employee”).

PROPRIETARY INFORMATION, INVENTIONS AND NON-COMPETE AGREEMENT
Proprietary Information, Inventions and Non-Compete Agreement • November 9th, 2005 • Dean Foods Co/ • Ice cream & frozen desserts • Delaware

THIS PROPRIETARY INFORMATION, INVENTIONS AND NON-COMPETE AGREEMENT (this “Agreement”), dated as of the _7th___day of September, 2005, between Dean Foods Company, a Delaware corporation, having its principal place of business at 2515 McKinney Avenue, Suite 1200, Dallas TX 75201, and Alan Bernon (“Employee”).

DEAN FOODS COMPANY RESTRICTED STOCK UNIT (“RSU”) AWARD AGREEMENT
Restricted Stock Unit Award Agreement • November 9th, 2005 • Dean Foods Co/ • Ice cream & frozen desserts • Delaware

This AGREEMENT (this “Agreement”), effective as of the date indicated on the Notice of Grant of Award delivered herewith (the “Notice of Grant”), is made and entered into by and between Dean Foods Company, a Delaware corporation (the “Company”), and the individual named on the Notice of Grant (“you”).

EMPLOYMENT AND RELEASE AGREEMENT
Employment Agreement • November 9th, 2005 • Dean Foods Co/ • Ice cream & frozen desserts • Texas

Effective this 7th day of November, 2005, (the “Effective Date”), Dean Foods Company, together with each of its subsidiaries and affiliates, (hereinafter collectively referred to as the “Company”) and Barry Fromberg (the “Executive”) agree and represent as follows:

DEAN FOODS COMPANY NONQUALIFIED STOCK OPTION AGREEMENT SPECIAL INDUCEMENT GRANT
Nonqualified Stock Option Agreement • November 9th, 2005 • Dean Foods Co/ • Ice cream & frozen desserts • Delaware

THIS AGREEMENT (the “Agreement”), effective as of the date indicated on the Notice of Grant delivered herewith (the “Notice of Grant”), is made and entered into by and between Dean Foods Company, a Delaware corporation (the “Company”), and Joseph E. Scalzo (the “Grantee”).

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