0000950134-08-014599 Sample Contracts

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • August 8th, 2008 • Dean Foods Co • Ice cream & frozen desserts • Delaware

THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is entered into effective as of August 1, 2008 by and between DEAN FOODS COMPANY, a Delaware corporation (together with its subsidiaries, the “Company”), and Steven J. Kemps (the “Executive”).

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FORM OF RESTRICTED STOCK UNIT (“RSU”) AWARD AGREEMENT (Non-Employee Directors)
Restricted Stock Unit Award Agreement • August 8th, 2008 • Dean Foods Co • Ice cream & frozen desserts • Delaware

This AGREEMENT (this “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 the individual named on the Notice of Grant (“you”).

FORM OF MASTER RESTRICTED STOCK AGREEMENT (Non-Employee Directors)
Master Restricted Stock Agreement • August 8th, 2008 • Dean Foods Co • Ice cream & frozen desserts • Delaware

This Master Restricted Stock Agreement (this “Agreement”) is dated as of , 200_, by and between DEAN FOODS COMPANY, a Delaware corporation (the “Company”), and (the “Participant”).

FIRST AMENDED INDEPENDENT CONTRACTOR AND NONCOMPETITION AGREEMENT
Independent Contractor and Noncompetition Agreement • August 8th, 2008 • Dean Foods Co • Ice cream & frozen desserts

THIS FIRST AMENDED INDEPENDENT CONTRACTOR AND NONCOMPETITION AGREEMENT (the “First Amended Agreement”), dated as of the 4th day of April 2008, between Dean Foods Company (“Dean Foods” or “the Company”), a Delaware Corporation, having its principal place of business at 2515 McKinney Avenue, Suite 1200, Dallas, Texas 75201, and Pete Schenkel (“Mr. Schenkel”) provides as follows:

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