0001193125-12-392922 Sample Contracts

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • September 17th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (this “Agreement”) is entered into effective as of [Date], by and between DEAN FOODS COMPANY, a Delaware corporation (together with its subsidiaries, the “Company”), and «Executive» (the “Executive”).

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CO-PACKING AGREEMENT
Co-Packing Agreement • September 17th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware

THIS CO-PACKING AGREEMENT (“Agreement”), dated August 1, 2012, but effective as of the Effective Date (as defined below), is by and between WWF Operating Company, a Delaware corporation (f/k/a WhiteWave Foods Company), on the one hand (“Buyer”) and Morningstar Foods, LLC, a Delaware limited liability company, on the other hand (“Supplier”).

FOR TRANSLATION PURPOSES ONLY – ORIGINAL AGREEMENT TO BE EXECUTED IN DUTCH AMENDMENT TO THE EMPLOYMENT AGREEMENT
Employment Agreement • September 17th, 2012 • WHITEWAVE FOODS Co • Dairy products

WHEREAS ALPRO N.V. has been converted into a commanditaire vennootschap op aandelen under Belgian corporate law by decision of an extraordinary shareholders meeting.

CO-PACKING AGREEMENT
Co-Packing Agreement • September 17th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware

THIS CO-PACKING AGREEMENT (“Agreement”), dated August 2, 2012, but effective as of the Effective Date (as defined below), is by and between WWF Operating Company, a Delaware corporation (f/k/a WhiteWave Foods Company), on the one hand (“Buyer”), and Suiza Dairy Group, LLC, a Delaware limited liability company and Dean Dairy Holdings, LLC, a Delaware limited liability company, on the other hand (collectively with each of their wholly-owned subsidiaries other than Buyer, “Supplier”).

PRODUCT SALES AND DISTRIBUTION AGREEMENT
Product Sales and Distribution Agreement • September 17th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware

THIS PRODUCT SALES AND DISTRIBUTION AGREEMENT (“Agreement”), dated August 1, 2012, but effective as of the Effective Date (as defined below), is by and between Suiza Dairy Group, LLC, a Delaware limited liability company and Dean Dairy Holdings, LLC, a Delaware limited liability company, on the one hand (collectively with each of their wholly-owned subsidiaries other than Seller, “Buyer”) and WWF Operating Company, a Delaware corporation (f/k/a WhiteWave Foods Company), on the other hand (“Seller”).

LAND O’ LAKES TRANSITIONAL SALES AGREEMENT
Transitional Sales Agreement • September 17th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware

THIS LAND O’ LAKES TRANSITIONAL SALES AGREEMENT (“Agreement”), dated August 1, 2012, but effective as of the Effective Date (as defined below), is by and between WWF Operating Company, a Delaware corporation (f/k/a WhiteWave Foods Company), on the one hand (“Buyer”) and Morningstar Foods, LLC, a Delaware limited liability company, on the other hand (“Seller”).

TRANSITIONAL SALES AGREEMENT
Transitional Sales Agreement • September 17th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware

THIS TRANSITIONAL SALES AGREEMENT (“Agreement”), dated August 1, 2012, but effective as of the Effective Date (as defined below), is by and between Morningstar Foods, LLC a Delaware limited liability company, on the one hand (“Buyer”) and WWF Operating Company, a Delaware corporation (f/k/a WhiteWave Foods Company), on the other hand (“Seller”).

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • September 17th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (this “Agreement”) is entered into effective as of , by and between WhiteWave Foods Company (the “Company”), and «Executive» (the “Executive”).

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