0001193125-13-211146 Sample Contracts

AMENDED AND RESTATED TAX MATTERS AGREEMENT
Tax Matters Agreement • May 9th, 2013 • WHITEWAVE FOODS Co • Dairy products • Delaware

THIS AMENDED AND RESTATED TAX MATTERS AGREEMENT (this “Agreement”) dated as of May 1, 2013 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).

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THE WHITEWAVE FOODS COMPANY FOR EXECUTIVE OFFICERS
Non-Qualified Stock Option Agreement • May 9th, 2013 • WHITEWAVE FOODS Co • Dairy products • 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 The WhiteWave Foods Company, a Delaware corporation (the “Company”), and the individual named on the Notice of Grant (“you”).

THE WHITEWAVE FOODS COMPANY FOR EXECUTIVE OFFICERS
Restricted Stock Unit • May 9th, 2013 • WHITEWAVE FOODS Co • Dairy products • 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 The WhiteWave Foods Company, a Delaware corporation (the “Company”), and the individual named on the Notice of Grant (“you”).

THE WHITEWAVE FOODS COMPANY CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • May 9th, 2013 • WHITEWAVE FOODS Co • Dairy products • Delaware

THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is entered into as of May 1, 2013, by and between The WhiteWave Foods Company, a Delaware corporation (together with its subsidiaries, the “Company”), and [ ] (the “Executive”), and will be effective as of the Distribution Effective Date (as defined below).

THE WHITEWAVE FOODS COMPANY
S Restricted Stock Award Agreement • May 9th, 2013 • WHITEWAVE FOODS Co • Dairy products • 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 The WhiteWave Foods Company, a Delaware corporation (the “Company”), and the individual named on the Notice of Grant (“you”).

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