REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of October 25, 2012, between Dean Foods Company, a Delaware corporation (“Dean Foods”), and The WhiteWave Foods Company, a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products • Delaware
EMPLOYMENT AGREEMENT, dated as of December 4, 2012 to be effective as of October 26, 2012, by and between Dean Foods Company, a Delaware corporation (the “Parent”), The WhiteWave Foods Company, a Delaware corporation (the “Company”), and Kelly J. Haecker (“Executive”).
Amendment To the Amended and Restated Change in Control AgreementChange in Control Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products
WHEREAS, Dean Foods Company, a Delaware Corporation (the “Company”) and Gregg L. Engles (the “Executive”) have previously entered into an Amended and Restated Change in Control Agreement (the “Change in Control Agreement”);
TAX MATTERS AGREEMENTTax Matters Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”) dated as of October 25, 2012 is made and entered into by Dean Foods Company, a Delaware corporation (“Dean Foods”), on behalf of itself and the Dean Foods Affiliates (as defined below), and The WhiteWave Foods Company, a Delaware corporation (“WhiteWave”), on behalf of itself and the WhiteWave Affiliates (as defined below).
AMENDED AND RESTATED CO-PACKING AGREEMENTCo-Packing Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS AMENDED AND RESTATED CO-PACKING AGREEMENT (“Agreement”), dated December 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 Morningstar Foods, LLC, a Delaware limited liability company, on the other hand (“Supplier”).
THE WHITEWAVE FOODS COMPANYDirector’s Non-Qualified Stock Option Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS AGREEMENT (the “Agreement”), effective as of the date indicated on the attached Notice of Grant, is made and entered into by and between The WhiteWave Foods Company, a Delaware corporation (the “Company”), and the individual named on the cover page of this Agreement (“you”).
EMPLOYEE MATTERS AGREEMENT by and between Dean Foods Company The WhiteWave Foods Company and WWF Operating Company dated as of October 25, 2012Employee Matters Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products • Texas
This Employee Matters Agreement (this “Agreement”) dated as of October 25, 2012, is made and entered by and among Dean Foods Company, a Delaware Corporation (“Dean Foods”), The WhiteWave Foods Company, a Delaware corporation and a wholly-owned subsidiary of Dean Foods (“WhiteWave”) and WWF Operating Company, a Delaware corporation and a wholly-owned subsidiary of Dean Foods (“WWF Operating Company” and together with WhiteWave, the “WhiteWave Companies”).
SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of October 25, 2012, by and among Dean Foods Company, a Delaware corporation (“Dean Foods”), The WhiteWave Foods Company, a Delaware corporation and a wholly-owned subsidiary of Dean Foods (“WhiteWave”), and WWF Operating Company, a Delaware corporation and a wholly-owned subsidiary of Dean Foods (“WWF Operating Company”). Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to such terms in Article 1 of this Agreement.
Amendment To the Amended and Restated Change in Control AgreementChange in Control Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products
WHEREAS, Dean Foods Company, a Delaware Corporation (the “Company”) and Roger E. Theodoredis (the “Executive”) have previously entered into an Amended and Restated Change in Control Agreement (the “Change in Control Agreement”);
AMENDMENT 1 TO TRANSITION SERVICES AGREEMENTTransition Services Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products
THIS AMENDMENT 1 TO TRANSITION SERVICES AGREEMENT (this “Amendment”), is dated November 20, 2012 is by and between Dean Foods Company, a Delaware corporation, (“Dean Foods”) and The WhiteWave Foods Company, a Delaware corporation (“WhiteWave”).
AMENDMENT 2 TO TRANSITION SERVICES AGREEMENTTransition Services Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products
THIS AMENDMENT 2 TO TRANSITION SERVICES AGREEMENT (this “Amendment”), dated as of December 28, 2012 but effective as of October 31, 2012, is by and between Dean Foods Company, a Delaware corporation, (“Dean Foods”) and The WhiteWave Foods Company, a Delaware corporation (“WhiteWave”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is dated as of October 25, 2012, between Dean Foods Company, a Delaware corporation (“Dean Foods”), and The WhiteWave Foods Company, a Delaware corporation (“WhiteWave”).
AMENDMENT 1 TO TRANSITIONAL SALES AGREEMENTTransitional Sales Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products
THIS AMENDMENT 1 TO TRANSITIONAL SALES AGREEMENT (this “Amendment”), dated December 2, 2012, but effective as of the Morningstar 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”).
AMENDMENT 1 TO LAND O’ LAKES TRANSITIONAL SALES AGREEMENTLand O’ Lakes Transitional Sales Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products
THIS AMENDMENT 1 TO LAND O’ LAKES TRANSITIONAL SALES AGREEMENT (this “Amendment”), dated December 2, 2012, but effective as of the Morningstar Effective Date (as defined below), is by and between Morningstar Foods, LLC, a Delaware limited liability company, on the one hand (“Seller”), and WWF Operating Company, a Delaware corporation (f/k/a WhiteWave Foods Company), on the other hand (“Buyer”).
LICENSE AGREEMENTLicense Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products • Texas
THIS LICENSE AGREEMENT (the “Agreement”), effective as of December 1, 2012 (the “Effective Date”), is made by and between DEAN FOODS COMPANY, a Delaware corporation, with its principal place of business located at 2711 North Haskell Avenue, Suite 3400, Dallas, TX 75204 (hereinafter referred to as “Licensor”) and WWF OPERATING COMPANY, a Delaware corporation, with its principal place of business located at 12002 Airport Way, Broomfield, CO 80021(hereinafter referred to as “Licensee”). Licensor and Licensee are collectively known as the “Parties”.
