DEAN FOODS CO (Form: 8-K, Received: 03/07/2018 17:13:33)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

March 7, 2018 (March 1, 2018)

Dean Foods Company

(Exact name of registrant as specified in its charter)

Delaware		1-12755		75-2559681
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2711 North Haskell Avenue, Suite 3400

Dallas, Texas 75204

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (214) 303-3400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Compensatory Arrangements of Certain Officers

On March 1, 2018, the Compensation Committee (the “Committee”) of the Board of Directors of Dean Foods Company, a Delaware corporation (the “Company”), established objectives for 2018 short-term incentive payments payable in 2019 to the executive officers and other employees of the Company under the Company’s 2018 Short-Term Incentive Compensation Plan.

Short-term incentive payments for executive officers for 2018 will be paid based on the achievement of Company financial performance objectives for 75% of the target payment and each executive officer’s individual performance objectives for the remaining 25%; provided that no short-term incentive compensation will be paid unless the Company achieves a minimum adjusted operating income threshold of at least 80.1% of the consolidated adjusted operating income target established by the Committee. The payout factor for both the financial performance component and the individual performance component of short-term incentive compensation for each executive officer ranges from zero to 200% of each executive officer’s target payment, depending on actual performance in 2018 against the consolidated adjusted operating income target established by the Committee and the officer’s performance rating for 2018. The performance rating is determined by the achievement of the individual performance objectives approved by the Committee.

The portion of the 2018 Short-Term Incentive Compensation Plan applicable to the Company’s executive officers is attached to this Form 8-K as Exhibit 10.1, and this description is qualified entirely by reference thereto.

In addition, on March 1, 2018, the Committee approved changes to the form of Restricted Stock Unit Award Agreement, form of Director’s Restricted Stock Unit Award, form of Performance Share Unit Award Agreement and form of Phantom Shares Award Agreement under the Company’s 2016 Stock Incentive Plan. The new forms of agreement, which will be used for grants commencing in 2018, were revised to include a forum selection clause and, where applicable, to clarify non-competition provisions, but are otherwise consistent with the prior versions of the respective forms. The foregoing description is qualified in its entirety by the forms of Restricted Stock Unit Award Agreement, Director’s Restricted Stock Unit Award Agreement, Performance Share Unit Award Agreement and Phantom Shares Award Agreement, filed as Exhibits 10.2 through 10.5 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
10.1		Dean Foods Company 2018 Short-Term Incentive Compensation Plan
10.2		Form of Restricted Stock Unit Award Agreement under the Dean Foods Company 2016 Stock Incentive Plan
10.3		Form of Director’s Restricted Stock Unit Award Agreement under the Dean Foods Company 2016 Stock Incentive Plan
10.4		Form of Performance Stock Unit Award Agreement under the Dean Foods Company 2016 Stock Incentive Plan
10.5		Form of Phantom Shares Award Agreement under the Dean Foods Company 2016 Stock Incentive Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 7, 2018	DEAN FOODS COMPANY

	By:	/s/ Russell F. Coleman
		Russell F. Coleman
		Executive Vice President, General Counsel, Corporate Secretary & Government Affairs

Exhibit 10.1

DEAN FOODS COMPANY CORPORATE

2018 SHORT-TERM INCENTIVE COMPENSATION PLAN

Purpose:		To (i) align employee variable cash compensation with the annual objectives of the Company, (ii) motivate employees to create sustained shareholder value, and (iii) attract talent and retain key employees with competitive variable cash compensation.

Participants:		Employees of Dean Foods who are in positions to influence and/or control results of the Company and/or their specific areas of responsibility are eligible to participate.

Payout Criteria:		The criteria for payment to Participants under this short-term incentive (“STI”) compensation plan (the “STI Plan” or “Plan”) and the weighting of such criteria is based on performance against financial targets, individual target incentive percentages, and performance against individual objectives as set forth below. Depending on the Participant’s role in the organization, Individual Objectives may be based on corporate, functional, business unit, or individual objectives and will be noted as Individual Objectives in the Components; provided that no short-term incentive compensation will be paid unless the Company achieves at least a minimum adjusted operating income target established by the Committee

Participant Group		Components
CEO		· 75% Financial Objectives
EVP, CFO		(Based on Dean Foods Adjusted Operating Income Target)
EVP, General Counsel, Corporate Secretary & Govt. Affairs		· 25% Individual Objectives (Based on Achievement of Individual Objectives; subject to achievement of minimum Adjusted Operating Income Threshold)
EVP, Supply Chain
SVP, Chief Customer, Mktg & Innovation Officer
SVP, CIO
SVP, Field Sales
SVP, Finance & CAO
SVP, Frozen
SVP, Group Sales
SVP, Human Resources
SVP, Logistics
SVP, Operations
SVP, Procurement

All grade 10-20 and grade 99 staff not covered by another STI Plan

Payout Scales:		The financial payout factor is 0% - 200% based on actual performance against approved financial objectives. The individual objective factor is 0% - 200% of actual performance against approved individual objectives. Payments under the STI Plan are variable in nature and are not guaranteed.

Financial Objectives Performance Payout Factor:		Approved financial objectives and the range of performance for each objective for the Plan Year along with the corresponding payout factor scale based on actual performance will be included in the Administrative Guidelines for the Plan. The STI Plan Year is the same as the Dean Foods fiscal year.

Individual Objectives:		Each Participant has 25% of his or her STI target calculated against the attainment of certain specified individual objectives as determined by the Participant’s supervisor and / or Compensation Committee of the Board of Directors. Any payout under the individual objectives portion of the STI award is subject to the Company meeting a

		minimum Adjusted Operating Income threshold equal to 80.1% of the Adjusted Operating Income Target established by the Compensation Committee. Actual earned awards are based on the individual’s performance against individual objectives and rating under the Performance Management Process.

Adjustment of Targets / Actuals:		Upon the recommendation of the CEO, the Compensation Committee may (but has no obligation to) adjust the criteria, targets, actuals, or payout scale upon the occurrence of extraordinary events or circumstances. Significant acquisitions or dispositions of assets or companies or issuances or repurchases of common stock or other equity interests may, at the Compensation Committee’s discretion, result in an adjustment to the Dean Foods financial target or plan-specific financial target.

Determination of Individual Target Incentive:		Individual target incentives for specific positions are included in the Dean Foods Compensation Program. The Company may make adjustments to an individual’s target incentive based on market conditions or business requirements, as necessary.

Definitions:		“Disability” is defined as permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code).

		“Retirement” is defined as age sixty-five (65).

Eligibility:		Eligibility is determined by salary grade in the Company, or as approved by the SVP, Human Resources, or his/her designate. Participants must be employed by the Company on the last working day of the Plan Year in order to be eligible to receive an incentive award, except as otherwise provided by state law.

		A Participant is disqualified from receiving any incentive award (financial and / or individual) under the Plan if: (1) the Participant receives an Unsatisfactory Performance (or equivalent) rating for the Plan Year or (2) the Participant is terminated for Cause, as defined below, at any point during the Plan Year or between the last working day of the Plan Year and the date the incentive award is paid, except as otherwise provided by State law.

		For a Participant receiving a Needs Improvement (or equivalent) performance rating for the Plan Year, the sum of the financial and individual award cannot exceed 100% of the Participant’s target incentive.

		If a Participant dies, becomes disabled, or retires prior to the payment of awards or if a Participant’s job is eliminated and such job elimination makes the Participant eligible to receive benefits under a Company severance plan or policy, the Participant may receive a payout, at the time other incentive awards are paid, based on actual time in the position during the Plan Year, and actual results of the Company.

		Eligibility and individual target amounts may be prorated. A Participant’s year-end base salary will be used to calculate the incentive award in the case of those individuals actively employed by the Company on the last working day of the Plan Year. A Participant’s base salary at the time of death, disability, retirement, or job elimination will be used to calculate the prorated incentive award in those specific circumstances.

		All proration of incentive awards will be calculated based on whole month participation. If an employee becomes eligible to participate in the Plan, transfers between Plans, changes target participation in the Plan, or becomes ineligible to participate in the Plan between the first day of the month and the 15th of the month, the incentive award will be calculated based on full month participation. If the eligibility change occurs between the 16th of the month and the end of the month, the incentive award will be calculated beginning with the full calendar month following the change. There will be no award made for employees hired after December 15th of the Plan Year.

“Cause” Defined:		For purposes of this Plan, “ Cause ” means a Participant’s (i) failure to perform substantially a Participant’s duties; (ii) serious misconduct that has caused, or could reasonably be expected to result in, material injury to the business or reputation of the Company; (iii) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) breach of any written covenant or agreement with the Company, any material written policy of the Company or any Company code of conduct or code of ethics, or (v) failure to cooperate with the Company in any internal investigation or administrative, regulatory or judicial proceeding.

Repayment Provision:		All Plan participants agree and acknowledge that this Plan is subject to the policies that the Compensation Committee of the Dean Foods Board of Directors may adopt from time to time, with respect to the repayment to the Company of any plan benefit received, including “clawback” policies.

Exhibit 10.2

2018 RESTRICTED STOCK UNIT (“RSU”) AWARD AGREEMENT

This AGREEMENT (this “ Agreement ”), effective as of the Date of Grant as defined in the Notice of Award of Restricted Stock Units (RSUs) (the “ Notice of Grant ”) delivered herewith, 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 ”).

WITNESSETH:

WHEREAS, the Board of Directors of the Company has adopted and approved the Dean Foods Company 2016 Stock Incentive Plan, as amended (the “ Plan ”), which Plan was approved as required by the Company’s stockholders and provides for the grant of stock-based awards to certain selected Employees of the Company and its Subsidiaries (Capitalized terms used and not otherwise defined in this Agreement shall have the meanings set forth in the Plan); and

WHEREAS, during your employment, and based upon your position with the Company and/or its Subsidiaries, you have acquired and will continue to acquire, by reason of your position, substantial knowledge of the operations and practices of the business of the Company; and

WHEREAS, the Company desires to assure that, to the extent and for the period of your Service and for a reasonable period thereafter, it may maintain the confidentiality of its trade secrets and proprietary information, and protect goodwill and other legitimate business interests, each of which could be compromised if any competitive business were to secure your services; and

WHEREAS, the Restricted Stock Units provided for under the Plan are intended to comply with the requirements of Rule 16b-3 under the Securities Exchange Act of 1934, as amended; and

WHEREAS, the Committee has selected you to participate in the Plan and has approved the award to you of the Restricted Stock Units (referred to in this Agreement as RSUs) described in this Agreement and in the Notice of Grant.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, and as an inducement to you to continue as an employee of the Company (or its Subsidiaries), you and the Company hereby agree as follows:

1. Grant of Award . Effective as of the Date of Grant, the Company hereby grants to you and you hereby accept, subject to the terms and conditions set forth in the Plan and in this Agreement, the number of RSUs shown on the Notice of Grant, Each RSU represents the right to receive one share of the Company’s Stock, subject to the terms and conditions set forth in the Plan and in this Agreement. The shares of Stock that are issuable upon vesting of the RSUs granted to you pursuant to this Agreement are referred to in this Agreement as the “ Shares .” You must accept this RSU Award in the manner designated by the Company in the Notice of Grant (e.g. electronic acceptance) not later than 90 days after the Date of Grant, or electronic notification of such Grant, whichever occurs later, or this Award will be rendered void and without effect. Subject to the provisions of Sections 2(c) , 2(d) , 3(b) and 7 hereof, this Award of RSUs is irrevocable and is intended to conform in all respects with the Plan.

2. Vesting .

(a) Regular Vesting . Except as otherwise provided in the Plan or in this Section 2 , your RSUs will vest ratably in three (3) equal annual increments commencing on the first (1 st ) anniversary of the Date of Grant.

(b) Accelerated Vesting .

(1) Unless otherwise determined by the Committee, or except as provided in another written agreement between you and your Employer, if your Service terminates by reason of death, Disability or Retirement during the Restriction Period, all then unvested RSUs subject to this Award will vest in full at the date of such termination. The Shares issuable pursuant to such vesting shall be distributed as provided in Section 3 . For purposes of this Agreement, “ Retirement ” shall be defined as your retirement from employment or other service to the Company or any Subsidiary after you age 65. “ Disability ” shall be defined as your permanent and total disability (within the meaning of Section 22(e)(3) of the Code).

(2) In the event of a Change in Control, unvested RSUs will be treated in accordance with Section 9 of the Plan.

(c) Forfeiture of Unvested RSUs . Unless otherwise determined by the Committee, or except as provided in another written agreement between you and your Employer, if your Service terminates for any reason other than death, Disability or Retirement during the Restriction Period, all then unvested RSUs subject to this Award will be forfeited and canceled as of the date of such termination of Service and you will have no further rights to such RSUs or the Shares represented by those forfeited RSUs. Notwithstanding anything to the contrary in this Section 2 , your rights with respect to unvested RSUs shall in all events be immediately forfeited and canceled as of the date of your termination of Service for Cause as defined in Section 3(b) below and you will have no further rights to such unvested RSUs or the Shares represented by those forfeited RSUs.

(d) Repayment . Participant agrees and acknowledges that this Agreement is subject to any policies that the Committee may adopt from time to time with respect to the repayment to the Company of any benefit received hereunder, including “clawback” policies.

3. Distribution of Shares .

(a) Distribution Upon Vesting . The Company will distribute to you (or to your estate in the event of your death) the Shares issuable upon the vesting of RSUs subject to this Award (including vesting pursuant to Section 2(b)(1)) as soon as administratively practicable after such vesting date but in no event later than March 15 following the calendar year in which the vesting occurred. Notwithstanding the immediately preceding sentence, any RSUs subject to this grant that become vested, as provided in Section 2(b)(1) , due to Retirement shall be distributed as soon as administratively practicable (but in no event more than 60 days) following the date of your separation from Service from the Company, except that, if you are a specified employee (within the meaning of Section 409A of the Code), such distribution shall be made on the day following the 6-month anniversary of your separation from Service.

(b) Forfeiture of Shares . Notwithstanding any provision of this Agreement or the Plan to the contrary, if you are discharged from the employment of the Company or any of its Subsidiaries for Cause (as defined below), your rights in unvested RSUs subject to this Award will be immediately forfeited and canceled as of such termination date and you will have no further rights to such unvested RSUs or the Shares represented by those forfeited RSUs. For purposes of this Agreement, “ Cause ” means your: (i) willful failure to perform substantially your duties; (ii) willful or serious misconduct that has caused, or could reasonably be expected to result in, material injury to the business or reputation of an Employer; (iii) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) breach of any written covenant or agreement with an Employer, any material written policy of any Employer or any Employer’s code of conduct or code of ethics; or (v) failure to cooperate with an Employer in any internal investigation or administrative, regulatory or judicial proceeding. In addition, your Service shall be deemed to have terminated for Cause if, after your Service has terminated (for a reason other than Cause), facts and circumstances are discovered that would have justified a termination for Cause. Your RSUs will also be immediately forfeited and canceled in accordance with Section 7 upon your breach of the provisions set forth in Section 7 and you will have no further rights to such RSUs or the Shares represented by those forfeited RSUs.

(c) Compliance With Law . The Plan, the granting and of this Award, and any obligations of the Company under the Plan, shall be subject to all applicable federal, state and foreign country laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required, and to any rules or regulations of any exchange on which the Stock is listed. The Company, in its discretion, may postpone the granting and vesting of this RSU, the issuance or delivery of Stock under this RSU or any other action permitted under the Plan to permit the Company, with reasonable diligence, to complete such stock exchange listing or registration or qualification of such Stock or other required action under any federal, state or foreign country law, rule or regulation and may require you to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Stock in compliance with applicable laws, rules and regulations. The Company shall not be obligated by virtue of any provision of the Plan to recognize the vesting of this RSU or to otherwise sell or issue Stock in violation of any such laws, rules or regulations, and any postponement of the vesting or settlement of this RSU under this provision shall not extend the term of the RSU. Neither the Company nor its directors or officers shall have any obligation or liability to you with respect to any RSU (or Stock issuable thereunder) that shall lapse because of such postponement.

the Shares distributed under this Agreement if such Shares had been outstanding between the Date of Grant and the date of distribution of such Shares (i.e., based on the record date for determining the stockholders of the Company entitled to receive cash dividends). Any such dividend equivalents with respect to Shares distributed under this Agreement shall be payable in cash on the date of distribution of such Shares or subject to forfeiture at the same time and to the same extent, and subject to the same terms and conditions, as apply to the underlying RSUs in respect of which such dividend equivalents are credited hereunder.

5. Tax Withholding . The Employer shall have the right to deduct from all amounts paid to you in cash (whether under this Plan or otherwise) any amount required by law to be withheld in respect of Awards under this Plan as may be necessary in the opinion of the Employer to satisfy any applicable tax withholding requirements under the laws of any country, state, province, city or other jurisdiction, including but not limited to income taxes, capital gains taxes, transfer taxes, and social security contributions that are required by law to be withheld. In the case of payments of Awards in the form of Stock, you will be required to either pay to the Employer the amount of any taxes required to be withheld with respect to such Stock or, in lieu thereof, the Employer shall have the right to retain (or you may be offered the opportunity to elect to tender) the number of shares of Stock whose Fair Market Value equals such amount required to be withheld.

6. Transfer of RSUs . The RSUs granted herein are not transferable except in accordance with the provisions of the Plan.

7. Covenants Not to Disclose, Compete or Solicit .

(a) You acknowledge that: (i) the Company is engaged in a continuous program of research, development and production respecting its business throughout the United States (the foregoing, together with any other businesses in which the Company engages from the date hereof to the date of the termination of your employment with the Company and its Subsidiaries as the “ Company Business ”); (ii) your work for and position with the Company and/or one of its Subsidiaries has allowed you, and will continue to allow you, access to trade secrets of, and Confidential Information concerning the Company Business; (iii) the Company Business is national and international in scope; (iv) the Company would not have agreed to grant you this Award but for the agreements and covenants contained in this Agreement; and (v) the agreements and covenants contained in this Agreement are necessary and essential to protect the business, goodwill, and customer relationships that Company and its Subsidiaries have expended significant resources to develop. The Company agrees and acknowledges that, on or following the date hereof, it will provide you with one or more of the following: (a) authorization to access Confidential Information through a new computer password or by other means; (b) authorization to represent the Company in communications with customers and other third parties to promote the goodwill of the business in accordance with generally applicable Company policies; and (c) access to participate in certain restricted access meetings, conferences or training relating to your position with the Company. You understand and agree that if Confidential Information were used in competition against the Company, the Company would experience serious harm and the competitor would have a unique advantage against the Company.

(b) For purposes of this Agreement, “ Confidential Information ” shall mean all business records, trade secrets, know-how, customer lists or compilations, terms of customer agreements, sources of supply, pricing or cost information, financial information or personnel data and other confidential or proprietary information used and/or obtained by you in the course of your employment with the Company or any Subsidiary; provided that the term “Confidential Information” will not include information which (i) is or becomes publicly available other than as a result of a disclosure by you which is prohibited by this agreement or by any other legal, contractual or fiduciary obligation that you may owe to the Company or any Subsidiary, or (ii) is widely known within one or more of the industries in which the Company or any Subsidiary operates, or you can demonstrate was otherwise known to you prior to becoming an employee of the Company or any Subsidiary, or (iii) is or becomes available to you on a non-confidential basis from a source (other than the Company or any Subsidiary, including any employee thereof) that is not prohibited from disclosing such information to you by a legal, contractual or fiduciary obligation to the Company or any Subsidiary. You agree to keep Confidential Information confidential and not to engage in unauthorized use or disclosure of Confidential Information, and agree that upon termination of your employment (or earlier if so requested) you will preserve and return to the Company any and all records in your possession or control, tangible and intangible, containing any Confidential Information. You further agree not to keep or retain any copies of such records without written authorization from a duly authorized officer of the Company covering the specific item retained.

other than the Company or any of its Subsidiaries: (i) provide Competing Services (as defined below) to any company or business (other than the Company or any Subsidiary) engaged primarily in the manufacture, distribution, sale or marketing of any of the Relevant Products (as defined below) in the Relevant Market Area (as defined below); (ii) approach, consult, solicit business from, or contact or otherwise communicate, directly or indirectly, in any way with any Customer (as defined below) in an attempt to (1) divert business from, or interfere with any business relationship of, the Company or any of its Subsidiaries, or (2) convince any Customer to change or alter any of such Customer’s existing or prospective contractual terms and conditions with the Company or any Subsidiary; or (iii) solicit, induce, recruit or encourage, either directly or indirectly, any employee of the Company or any Subsidiary to leave his or her employment with the Company or any Subsidiary or employ or offer to employ any employee of the Company or any Subsidiary. For the purposes of this Section 7 , an employee of the Company or any Subsidiary shall be deemed to be an employee of the Company or any Subsidiary while employed by the Company and for a period of 60 days thereafter.

(d) For purposes of this Agreement, the following terms shall have the meanings indicated:

(i) to provide “ Competing Services ” means to provide, manage, supervise, or consult about (whether as an employee, owner, partner, stockholder, investor, joint venturer, lender, director, manager, officer, employee, consultant, independent contractor, representative or agent, or otherwise) any services that are similar in purpose or function to services you provided to the Company in the 2-year period preceding the termination of your employment.

(ii) “ Customer ” means any and all persons or entities who purchased any Relevant Product from the Company or any Subsidiary during the term of your employment with the Company or any Subsidiary and as to whom, within the course of the last two (2) years of your employment with the Company or any Subsidiary, (a) you or someone under your supervision had contact and/or (b) you received or had access to Confidential Information.

(iii) “ Relevant Product(s) ” means (i) milk (fluid, powder or other) or milk-based beverages, (ii) creams, (iii) dairy or other non-dairy coffee creamers or other coffee whiteners, (iv) ice cream or ice cream novelties, (v) ice cream mix, (vi) cultured dairy products, (vii) organic dairy products (including milk, cream and cultured dairy products) or organic juice, and/or (viii) any other product not listed above that was developed or sold by the Company or a Subsidiary within the course of the last two (2) years of your employment with the Company or any Subsidiary.

(iv) “ Relevant Market Area ” means the counties (or county equivalents) in the United States where the Company does business (including, but not limited to, by developing, processing, manufacturing, selling, distributing or licensing Relevant Products), and in which your services to the Company directly or indirectly related to, impacted or involved such Company business and/or you received Confidential Information about such business, so long as the Company continues to do business in that geographic market area during the Restricted Period.

(e) Notwithstanding the foregoing, you are not prohibited from owning, either of record or beneficially, not more than five percent (5%) of the shares or other equity of any publicly traded company.

(f) Your obligation under this Section 7 shall survive the vesting or forfeiture of your RSUs and/or the distribution or forfeiture of the underlying Shares. Any breach of any provision of this Section 7 will result in immediate and complete forfeiture of your unvested RSUs and your undistributed Shares and you will have no further rights to such unvested RSUs or the Shares represented by those forfeited RSUs. In addition, you hereby agree that if you violate any provision of this Section 7 , the Company will be entitled to injunctive relief, specific performance, or such other legal and equitable relief as is needed to prevent or enjoin any violation of the provisions of this Agreement in addition to and not to the exclusion of any other remedy that may be allowed by law for damages experienced prior to the issuance of injunctive relief. You also agree that, if you are found to have breached any of the time-limited covenants in this Section 7 , the time period during which you are subject to such covenant shall be extended by one day for each day you are found to have violated such restriction, up to a maximum of one (1) year.

(g) You acknowledge that you have given careful consideration to the restraints imposed by this Agreement, and you fully agree that they are necessary for the reasonable and proper protection of the business of the Company and its Subsidiaries. The restrictions set forth herein shall be construed as a series of separate and severable covenants. You agree that each and every restraint imposed by this Agreement is reasonable with respect to services rendered, subject matter, time period, and geographical area. Except as expressly set forth herein, the restraints imposed by this Agreement shall continue during their full time periods and throughout the geographical area set forth in this Agreement.

(h) You stipulate and agree that one of the purposes of this Agreement is to fully resolve and bring finality to any concerns over the enforceability of the restrictive covenants set forth in this Section 7 (the “ Restrictive Covenants ”). You also stipulate and agree that (a) the enforceability of the Restrictive Covenants and (b) the Company’s agreement herein to provide you with this Award are mutually dependent clauses and obligations without which this Agreement would not be made by the parties. Accordingly, you agree not to sue or otherwise pursue a legal claim to set aside or avoid enforcement of the Restrictive Covenants. And, in the event that you or any other party pursues a legal challenge to the enforceability of any material provision of the restrictions in Section 7 of this Agreement and a material provision is found unenforceable by a court of law or other legally binding authority such that you are no longer bound by a material provision of Section 7 , then (1) your unvested RSUs and undistributed Shares shall be forfeited and you will have no further rights to such unvested RSUs or the Shares represented by those forfeited RSUs and (2) you hereby agree that you will (A) return to the Company any Shares that were previously issued to you or, if you no longer own the Shares, an amount in cash equal to the fair market value of any such Shares on the date they were issued to you, and (B) pay to the Company an amount of cash equal to the amount paid to you pursuant to Section 4 (less any taxes paid by you). The foregoing is not intended as a liquidated damage remedy but is instead a return-of-gains and contractual rescission remedy due to the mutual dependent nature of the subject provisions in the Agreement.

(i) If any of the Restrictive Covenants are deemed unenforceable as written, you and the Company expressly authorize the court to revise, delete, or add to the restrictions contained in this Section 7 to the extent necessary to enforce the intent of the parties and to provide the goodwill, Confidential Information, and other business interests of the Company and its Subsidiaries with effective protection.

(j) The provisions of this Section 7 are not intended to override, supercede, reduce, modify or affect in any manner any other non-competition or non-solicitation agreement between you and the Company or any Subsidiary, and instead are intended to supplement any such agreements.

8. Plan Incorporated . You accept the Award hereby granted subject to all the provisions of the Plan, which, except as expressly contradicted by the terms hereof, are incorporated into this Agreement, including the provisions that authorize the Committee to administer and interpret the Plan and which provide that the Committee’s decisions, determinations and interpretations with respect to the Plan are final and conclusive on all persons affected thereby.

9. Assignment of Intellectual Property Rights . In consideration of the granting of this Award, you hereby agree that all right, title and interest to any and all products, improvements or processes (“ Intellectual Property ”) whatsoever, discovered, invented or conceived during the course of employment with the Company or any of its Subsidiaries, relating to the subject matter of the business of the Company or any of its Subsidiaries or which may be directly or indirectly utilized in connection therewith, are vested in the Company, and you hereby forever waive any and all interest you have in such Intellectual Property and agree to assign such Intellectual Property to the Company. In addition, all writings produced in the course of work or employment for the Company or any Subsidiary are works produced for hire and the property of the Company and its Subsidiaries, including any copyrights for those writings.

10. Miscellaneous .

(a) No Guaranteed Employment . Nothing contained in this Agreement shall affect the right of the Company to terminate your employment at any time, with or without Cause, or shall be deemed to create any rights to employment on your part. The rights and obligations arising under this Agreement are not intended to and do not affect the employment relationship that otherwise exists between the Company and you, whether such employment relationship is at will or defined by an employment contract. Moreover, this Agreement is not intended to and does not amend any existing employment contract between the Company and you. To the extent there is a conflict between this Agreement and such an employment contract, the employment contract shall govern and take priority.

(b) Notices . Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company at its principal executive offices, and any notice to be given to you shall be addressed to you at the address contained in the Company’s records, or at such other address for a party as such party may hereafter designate in writing to the other. Any such notice shall be deemed to have been duly given if mailed, postage prepaid, addressed as aforesaid.

(c) Binding Agreement . Subject to the limitations in this Agreement on the transferability by you of the Award granted herein, this Agreement shall be binding upon and inure to the benefit of the representatives, executors, successors or beneficiaries of the parties hereto. This Agreement may only be amended by a written document signed by you and the Company, provided, however, that if the amendment is not adverse to your interests, this

Agreement may be amended by a written document executed solely by the Company.

(d) Governing Law . The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware and the United States, as applicable, without reference to the conflict of laws provisions thereof.

(e) Forum . This Agreement is accepted and entered into in Texas, and any legal proceeding arising from or in any way regarding the Agreement shall have its venue located exclusively in Dallas County, Texas, and the parties hereby expressly consent and submit themselves to the personal jurisdiction and venue of the court.

(f) Severability . Except as otherwise expressly provided for herein in Section 7 above, if any provision of this Agreement is declared or found to be illegal, unenforceable or void, in whole or in part, then the parties shall be relieved of all obligations arising under such provision, but only to the extent that it is illegal, unenforceable or void, it being the intent and agreement of the parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objectives.

(g) Interpretation . All section titles and captions in this Agreement are for convenience only, shall not be deemed part of this Agreement, and in no way shall define, limit, extend or describe the scope or intent of any provisions of this Agreement.

(h) Entire Agreement . Except as otherwise provided for in Section 7 above, this Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

(i) No Waiver . No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.

(j) Counterparts . This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart.

(k) Relief . In addition to all other rights or remedies available at law or in equity, the Company shall be entitled to injunctive and other equitable relief to prevent or enjoin any violation of the provisions of this Agreement.

END OF AGREEMENT

Electronic Signature:	Electronic Signature

Acceptance Date:	Acceptance date

Exhibit 10.3

2018 DIRECTOR’S RESTRICTED STOCK UNIT (“RSU”) AWARD AGREEMENT

WITNESSETH:

WHEREAS, the Board of Directors of the Company has adopted and approved the Dean Foods Company 2016 Stock Incentive Plan, as amended (the “ Plan ”), which Plan was approved as required by the Company’s stockholders and provides for the grant of Restricted Stock Units and other forms of stock-based compensation to certain selected Employees and non-employee Directors of the Company and its Subsidiaries (capitalized terms used and not otherwise defined in this Agreement shall have the meanings set forth in the Plan); and

WHEREAS, the Restricted Stock Units provided for under the Plan are intended to comply with the requirements of Rule 16b-3 under the Securities Exchange Act of 1934, as amended; and

WHEREAS, you are a non-employee Director; and

WHEREAS, the Committee has approved the award to you of the Restricted Stock Units (referred to in this Agreement as RSUs) described in this Agreement and in the Notice of Grant.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, you and the Company hereby agree as follows:

1. Grant of Award . Effective as of the Date of Grant, the Company hereby grants to you, and you hereby accept, subject to the terms and conditions set forth in the Plan and in this Agreement, the number of RSUs shown on the Notice of Grant. Each RSU represents the right to receive one share of the Company’s Stock, subject to the terms and conditions set forth in the Plan and in this Agreement. The shares of Stock that are issuable upon vesting of the RSUs granted to you pursuant to this Agreement are referred to in this Agreement as the “ Shares .” Subject to the provisions of Sections 2(c) and 3(b) hereof, this Award of RSUs is irrevocable and is intended to conform in all respects with the Plan.

2. Vesting .

(b) Accelerated Vesting .

(1) In addition to the vesting provisions contained in Section 2(a) above, unvested RSUs subject to this Award will automatically and immediately vest in full upon (i) your death or Disability, or (ii) your Retirement or other retirement from service on the Board upon expiration of your term. The Shares issuable pursuant such vesting shall be distributed as provided in Section 3 . For purposes of this Agreement, “ Retirement ” shall be defined as your retirement from service to the Company or any Subsidiary after you reach the age of 65; and “ Disability ” shall be defined as your permanent and total disability (within the meaning of Section 22(e)(3) of the Code).

(2) In the event of a Change in Control, unvested RSUs will be treated in accordance with Section 9 of the Plan.

(c) Forfeiture of Unvested RSUs . If your service as a non-employee Director of the Company terminates for any reason (other than by reason of your death, Disability, Retirement or other retirement from service on the Board upon expiration of your term), all then unvested RSUs subject to this Award will be immediately forfeited and you will have no further rights to such unvested RSUs or the Shares represented by those forfeited RSUs.

3. Distribution of Shares .

as soon as administratively practicable after each vesting date, but in no event later than March 15 following the calendar year in which such vesting occurred. Notwithstanding the immediately preceding sentence, any RSUs subject to this Award that become vested, as provided in Section 2(b)(1) , due to Retirement or other retirement from service on the Board upon expiration of your term shall be distributed within 60 days following the date of your separation from Service from the Company.

(b) Forfeiture of Shares . Notwithstanding any provision of this Agreement or the Plan to the contrary, if you are removed as a non-employee Director of the Company due to your willful or intentional fraud, embezzlement, violation of the Company’s Code of Ethics, or other conduct seriously detrimental to the Company or any Subsidiary, your rights in your unvested RSUs subject to this Award will be immediately and permanently forfeited and you will have no further rights to such unvested RSUs or the Shares represented by those forfeited RSUs. The determination of whether you have been removed for any of the reasons specified in the preceding sentence (which will be referred to in this Agreement as “ Cause ”) will be determined by the Board or the Committee.

4. Stockholder Rights; Dividend Equivalent Payment . Except as set forth in the Plan or this Agreement, neither you nor any person claiming under or through you shall be, or have any of the rights or privileges of, a stockholder of the Company in respect of any RSU. Neither you nor any person claiming under or through you shall be entitled to receive dividends in respect of any RSU, but shall receive a dividend equivalent payment from the Company in an amount equal to the aggregate cash dividends that would have been paid on the Shares distributed under this Agreement if such Shares had been outstanding between the Date of Grant and the date of distribution of such Shares (i.e., based on the record date for determining the stockholders of the Company entitled to receive cash dividends). Any such dividend equivalents with respect to Shares distributed under this Agreement shall be payable in cash on the date of distribution of such Shares or subject to forfeiture at the same time and to the same extent, and subject to the same terms and conditions, as apply to the underlying RSUs in respect of which such dividend equivalents are credited hereunder.

5. Tax Withholding . Any provision of this Agreement to the contrary notwithstanding, the Company may take such steps as it deems necessary or desirable for the withholding of any taxes that it is required by law or regulation of any governmental authority, federal, state or local, domestic or foreign, to withhold in connection with vesting of any RSU or issuance of any of the Shares subject thereto.

6. Transfer of RSUs . The RSUs granted herein are not transferable except in accordance with the provisions of the Plan.

7. Plan Incorporated . You accept the RSUs hereby granted subject to all the provisions of the Plan, which, except as expressly contradicted by the terms hereof, are incorporated into this Agreement, including the provisions that authorize the Committee to administer and interpret the Plan and which provide that the Committee’s decisions, determinations and interpretations with respect to the Plan are final and conclusive on all persons affected thereby.

8. Miscellaneous .

(a) Notices . Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company at its principal executive offices, and any notice to be given to you shall be addressed to you at the address contained in the Company’s records, or at such other address for a party as such party may hereafter designate in writing to the other. Any such notice shall be deemed to have been duly given if mailed, postage prepaid, addressed as aforesaid.

(b) Binding Agreement . Subject to the limitations in this Agreement on the transferability by you of the Award granted herein, this Agreement shall be binding

upon and inure to the benefit of the representatives, executors, successors or beneficiaries of the parties hereto. This Agreement may only be amended by a written document signed by you and the Company, provided, however, that if the amendment is not adverse to your interests, this Agreement may be amended by a written document executed solely by the Company.

(c) Governing Law . The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware and the United States, as applicable, without reference to the conflict of laws provisions thereof.

(d) Forum . This Agreement is accepted and entered into in Texas, and any legal proceeding arising from or in any way regarding the Agreement shall have its venue located exclusively in Dallas County, Texas, and the parties hereby expressly consent and submit themselves to the personal jurisdiction and venue of the court.

(e) Severability . If any provision of this Agreement is declared or found to be illegal, unenforceable or void, in whole or in part, then the parties shall be relieved of all obligations arising under such provision, but only to the extent that it is illegal, unenforceable or void, it being the intent and agreement of the parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by substituting therefore another provision that is legal and enforceable and achieves the same objectives.

(f) Interpretation . All section titles and captions in this Agreement are for convenience only, shall not be deemed part of this Agreement, and in no way shall define, limit, extend or describe the scope or intent of any provisions of this Agreement.

(g) Entire Agreement . This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

(h) No Waiver . No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.

(i) Counterparts . This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart.

(j) Relief . In addition to all other rights or remedies available at law or in equity, the Company shall be entitled to injunctive and other equitable relief to prevent or enjoin any violation of the provisions of this Agreement.

END OF AGREEMENT

Electronic Signature:	Electronic Signature

Acceptance Date:	Acceptance date

Exhibit 10.4

2018 PERFORMANCE SHARE UNIT (“PSU”) AWARD AGREEMENT

This AGREEMENT (this “ Agreement ”, effective as of the Date of Grant as defined in the Notice of Award of Performance Share Units (PSUs) (the “ Notice of Grant ”) delivered herewith, 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 ”).

WITNESSETH:

WHEREAS, the Board of Directors of the Company has adopted and approved the Dean Foods Company 2016 Stock Incentive Plan, as amended (the “ Plan ”), which Plan was approved as required by the Company’s stockholders and provides for the grant of Performance Units and other forms of incentive compensation to certain selected Employees and non-employee Directors of the Company and its Subsidiaries. (Capitalized terms used and not otherwise defined in this Agreement shall have the meanings set forth in the Plan.); and

WHEREAS, the Performance Share Units provided for under the Plan are intended to comply with the requirements of Rule 16b-3 under the Securities Exchange Act of 1934, as amended; and

WHEREAS, the Committee has selected you to participate in the Plan and has approved the award to you of the Performance Units (which are referred to in this Agreement as PSUs) described in this Agreement and in the Notice of Grant.

1. Grant of Award . The Company hereby grants to you and you hereby accept, subject to the terms and conditions set forth in the Plan and in this Agreement, the number of PSUs shown on the Notice of Grant. Each PSU represents the right to receive one or more shares of the Company’s Stock, subject to the terms and conditions set forth in the Plan and in this Agreement. The shares of Stock that may become issuable to you upon vesting of the PSUs granted to you pursuant to this Agreement are referred to in this Agreement as the “ Shares .” You must accept this Award in the manner designated by the Company in the Notice of Grant (e.g. electronic acceptance) not later than 90 days after the Date of Grant, or electronic notification of such Grant, whichever occurs later, or this Award will be rendered void and without effect. Once accepted as provided above, but subject to the provisions of Sections 2(c) , 2(d) , 2(e) , 2(f) , 2(g) and 7 hereof, this Award of PSUs is irrevocable and is intended to conform in all respects with the Plan.

2. Establishment of Performance Goals and Vesting .

(a) Establishment of Performance Goals . The performance cycle for this Award is the period commencing January 1, 2018 and ending December 31, 2020 (the “Performance Cycle”). Each calendar year within the Performance Cycle is referred to as an “Annual Performance Period.” The number of Shares that you may receive upon the vesting of this Award is based on the extent to which annual performance goals are achieved. Within the first 90 days of each Annual Performance Period, the Committee shall establish performance goals (the “ Performance Goals ”) for such Annual Performance Period. The Performance Goals for the 2018 Annual Performance Period shall be based on the achievement of performance objectives related to EBITDA, as defined for purposes of the Company’s principal bank credit agreement in effect on the date hereof, established by the Committee. The Performance Goals for each remaining Annual Performance Period in the Performance Cycle shall be established by the Committee using any of the Performance Criteria permitted to be used for the grant of Performance Units under the Plan.

(b) Regular Vesting. Except as otherwise provided in this Section 2 , the PSUs subject to this Award will vest, if at all, to the extent that the Performance Goals established by the Committee for each Annual Performance Period in the Performance Cycle shall be achieved, and provided that, subject to the provisions of Section 2(c), you have been continuously in the Company’s employment from the date hereof to the end of the Performance Cycle.

(c) Accelerated Vesting . Unless otherwise determined by the Committee, or except as provided in another written agreement between you and your Employer, if your Service terminates by reason of death, Disability or Retirement prior to the vesting of this Award, you shall be entitled to receive a distribution of Shares equal to the number of (i) PSUs earned with respect to each already completed Annual Performance Period plus (ii), with respect to the Annual Performance Period in which such termination occurred, the number of PSUS that you would have earned had you continued Service through the end of such period and as determined in accordance with Section 3(a) . If employment terminates due to death or Disability, such distribution shall be made not later than March 15 of the calendar year following your date of termination. If your employment terminates due to Retirement, such distribution shall be made on March 1 of the calendar year following your date of termination, excep t that, if you are a specified employee (within the meaning of Section 409A of the Code), such distribution shall be made on the later of March 1 or the day following the 6-month anniversary of your separation from Service. For purposes of this Agreement, “ Retirement ” shall be defined as your retirement from employment or other Service to the Company or any Subsidiary after you reach age 65 and “ Disability ” shall be defined as your permanent and total disability (within the meaning of Section 22(e)(3) of the Code).

(d) Change in Control . In the event that a Change in Control occurs during the Performance Cycle, all of the PSUs subject to this Award will be cancelled in exchange for a cash payment equal to the value, determined as of the date of the CIC of (i) the number of PSUs earned, as determined pursuant to Section 3(a) , with respect to each completed Annual Performance Period plus (ii) the number of PSUs deemed to have been earned with respect to each current or future Annual Performance Period. The number of PSUs deemed to have been earned for each incomplete Annual Performance Period will be determined by multiplying (x) one-third of the total number of PSUs subject to this Award by (ii) the greater of the percentage of achievement had the performance for such period been achieved at target or the percentage of achievement based on the actual performance for such period measured to the date of the Change in Control (or the closest date to the Change in Control as of which such performance may reasonably be determined). Any amounts payable pursuant to this Section 2(d) shall be made in accordance with Section 9 of the Plan.

Notwithstanding the provisions of Section 2(d) , no cancellation, issuance of shares, cash settlement or other payment shall occur with respect to any Award if such Award shall be honored or assumed, or new rights substituted therefor by a New Employer, upon Committee approval, immediately following the Change in Control.

(e) Forfeiture of Unvested PSUs . Unless otherwise determined by the Committee, or except as provided in another written agreement between you and your Employer, if your Service terminates prior to the end of the Performance Cycle for any reason other than death, Disability or Retirement, all PSUs subject to this Award will be forfeited and canceled as of the date of such termination of Service without any right for you to receive any distribution or payment in respect thereof. For the avoidance of doubt, this means that your rights with respect to all PSUs subject to this Award shall in all events be immediately forfeited and canceled as of the date of your voluntary termination of employment (other than due to death, Disability, Retirement) or the termination of your Service by each of your Employers with or without Cause. For purposes of this Agreement, “ Cause ” means: (i) your willful failure to perform substantially your duties; (ii) your willful or serious misconduct that has caused, or could reasonably be expected to result in, material injury to the business or reputation of an Employer; (iii) your conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) your breach of any written covenant or agreement with an Employer, any material written policy of any Employer or any Employer’s code of conduct or code of ethics; or (v) your failure to cooperate with an Employer in any internal investigation or administrative, regulatory or judicial proceeding. In addition, your Service shall be deemed to have terminated for Cause if, after your Service has terminated (for a reason other than Cause), facts and circumstances are discovered that would have justified a termination for Cause. Your PSUs, both earned and unearned, will also be immediately forfeited and canceled in accordance with Section 7 upon your breach of the provisions set forth in Section 7 and you will have no further rights to such PSUs or the Shares represented by those forfeited PSUs.

(f) Demotion . In the event that, during a Performance Cycle, you are demoted to a position which, under the Company’s generally applicable policies and procedures, would not ordinarily be eligible to receive a grant of PSUs (or which would not be eligible for a grant of a comparable amount of PSUs), the Committee shall have the right, but not the obligation, to forfeit this Award in connection with such demotion, to reduce the number of units subject to this Award or to impose additional

conditions on the vesting of such Award, in each case in its sole discretion.

(g) Repayment . You agree and acknowledge that this Agreement is subject to any policies that the Committee may adopt from time to time with respect to the repayment to the Company of any benefit received hereunder, including “clawback” policies.

3. Determination/Distribution in Respect of PSUs .

(a) Determination of Earned PSUs; Distribution following Performance Cycle . Within 60 days after the end of each Annual Performance Period, the Committee shall determine the extent to which the Performance Goals established for such Annual Performance Period pursuant to Section 2(a) have been achieved. The number of PSUs, if any, that are earned and for which Shares may become distributable in respect to each Annual Performance Period shall be equal to the product of (i) one-third of the total number of PSUs subject to this Award multiplied by (ii) the percentage of achievement of the Performance Goals for such Annual Performance Period, as determined by the Committee based on the criteria established pursuant to Section 2(a) .

The number of Shares, if any, distributable to you pursuant to the vesting of this Award shall be equal to the sum of the PSUs earned with respect to each Annual Performance Period, as determined in accordance with this Section 3(a) , and such Shares will be issued to you (or to your estate in the event of your death) not later than 74 days after the date the Performance Cycle for this Award ends.

(b) Compliance With Law . The Plan, the granting of this Award, and any obligations of the Company under the Plan, shall be subject to all applicable federal, state and foreign country laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required, and to any rules or regulations of any exchange on which the Stock is listed.

4. Stockholder Rights; Dividend Equivalent Payment . Except as set forth in the Plan or this Agreement, neither you nor any person claiming under or through you shall be, or have any of the rights or privileges of, a stockholder of the Company in respect of any PSU. Neither you nor any person claiming under or through you shall be entitled to receive dividends in respect of any PSU, but shall receive a dividend equivalent payment from the Company in an amount equal to the aggregate cash dividends that would have been paid on the Shares distributed under this Agreement if such Shares had been outstanding between the Date of Grant and the date of distribution of such Shares (i.e., based on the record date for determining the stockholders of the Company entitled to receive cash dividends). Any such dividend equivalents shall be payable in cash on the date of distribution of the Shares distributed under this Agreement or subject to forfeiture at the same time and to the same extent, and subject to the same terms and conditions, as apply to the underlying PSUs in respect of which such dividend equivalents are credited hereunder.

5. Tax Withholding . The Employer shall have the right to deduct from all amounts paid to you in cash (whether under the Plan or otherwise) any amount required by law to be withheld in respect of Awards under the Plan as may be necessary in the opinion of the Employer to satisfy any applicable tax withholding requirements under the laws of any country, state, province, city or other jurisdiction, including but not limited to income taxes, capital gains taxes, transfer taxes, and social security contributions that are required by law to be withheld. In the case of payments of Awards in the form of Stock, you will be required to either pay to the Employer the amount of any taxes required to be withheld with respect to such Stock or, in lieu thereof, the Employer shall have the right to retain (or you may be offered the opportunity to elect to tender) the number of shares of Stock whose Fair Market Value equals such amount required to be withheld.

6. Transfer of PSUs . Except to the extent that an amount shall be distributable or payable to your estate or beneficiary under Section 2(c) or 3(a) upon your death, the PSUs granted herein are not transferable.

7. Covenants Not to Disclose, Compete or Solicit .

(a) You acknowledge that: (i) the Company is engaged in a continuous program of research, development and production respecting its business throughout the United States (the foregoing, together with any other businesses in which the Company engages from the date hereof to the date of the termination of your employment with the Company and its Subsidiaries as the “ Company Business ”); (ii) your work for and position with the Company and/or one of its Subsidiaries has allowed you, and will continue to allow you, access to trade secrets of, and Confidential Information (as defined below) concerning the Company Business; (iii) the Company Business is national and international in scope; (iv) the Company would not have agreed to grant you this Award but for the agreements and covenants contained in this Agreement; and (v) the agreements and covenants contained in this Agreement are necessary and essential to protect the business, goodwill, and customer relationships that Company and its Subsidiaries have expended significant resources to develop. The Company agrees and acknowledges that, on or following the date hereof, it will provide you with one or more of the following: (a) authorization to access Confidential Information through a new computer password or by other means; (b) authorization to represent the Company in communications

with customers and other third parties to promote the goodwill of the business in accordance with generally applicable Company policies; and (c) access to participate in certain restricted access meetings, conferences or training relating to your position with the Company. You understand and agree that if Confidential Information were used in competition against the Company, the Company would experience serious harm and the competitor would have a unique advantage against the Company.

(b) For purposes of this Agreement, “ Confidential Information ” shall mean all business records, trade secrets, know-how, customer lists or compilations, terms of customer agreements, sources of supply, pricing or cost information, financial information or personnel data and other confidential or proprietary information used and/or obtained by you in the course of your employment with the Company or any Subsidiary; provided, that the term “Confidential Information” will not include information which (i) is or becomes publicly available other than as a result of a disclosure by you which is prohibited by this agreement or by any other legal, contractual or fiduciary obligation that you may owe to the Company or any Subsidiary, or (ii) is widely known within one or more of the industries in which the Company or any Subsidiary operates, or you can demonstrate was otherwise known to you prior to becoming an employee of the Company or any Subsidiary, or (iii) is or becomes available to you on a non-confidential basis from a source (other than the Company or any Subsidiary, including any employee thereof) that is not prohibited from disclosing such information to you by a legal, contractual or fiduciary obligation to the Company or any Subsidiary. You agree to keep Confidential Information confidential and not to engage in unauthorized use or disclosure of Confidential Information. You further agree that upon termination of your employment (or earlier if so requested) you will preserve and return to the Company any and all records in your possession or control, tangible and intangible, containing any Confidential Information. You further agree not to keep or retain any copies of such records without written authorization from a duly authorized officer of the Company covering the specific item retained.

(c) Ancillary to the foregoing and this Award, you hereby agree that, during the term of your employment with the Company or any Subsidiary and for a period of one year thereafter (the “ Restricted Period ”), you will not, directly or indirectly, individually or on behalf of any person or entity other than the Company or any of its Subsidiaries:

(i) provide Competing Services (as defined below) to any company or business (other than the Company or any Subsidiary) engaged primarily in the manufacture, distribution, sale or marketing of any of the Relevant Products (as defined below) in the Relevant Market Area (as defined below);

(ii) approach, consult, solicit business from, or contact or otherwise communicate, directly or indirectly, in any way with any Customer (as defined below) in an attempt to (1) divert business from, or interfere with any business relationship of the Company or any of its Subsidiaries, or (2) convince any Customer to change or alter any of such Customer’s existing or prospective contractual terms and conditions with the Company or any Subsidiary; or

(iii) solicit, induce, recruit or encourage, either directly or indirectly, any employee of the Company or any Subsidiary to leave his or her employment with the Company or any Subsidiary or employ or offer to employ any employee of the Company or any Subsidiary. For the purposes of this section, an employee of the Company or any Subsidiary shall be deemed to be an employee of the Company or any Subsidiary while employed by the Company and for a period of 60 days thereafter.

(d) For purposes of this Agreement, the following terms shall have the meanings indicated:

(i) to provide “ Competing Services ” means to provide, manage, supervise, or consult about (whether as an employee, owner, partner, stockholder, investor, joint venturer, lender, director, manager, officer, employee, consultant, independent contractor, representative or agent, or otherwise) any services that are similar in purpose or function to services you provided to the Company in the two year period preceding the termination of your employment.

(e) Notwithstanding the foregoing, you are not prohibited from owning, either of record or beneficially, not more than five percent (5%) of the shares or other equity of any publicly traded company.

(f) Your obligation under this Section 7 shall survive the vesting or forfeiture of your PSUs and/or payment in satisfaction of your rights under this Agreement. Any breach of any provision of this Section 7 will result in immediate and complete forfeiture of your unvested PSUs and you will have no further rights to such unvested PSUs or the Shares represented by those forfeited PSUs. In addition, you hereby agree that if you violate any provision of this Section 7 , the Company will be entitled to injunctive relief, specific performance, or such other legal and equitable relief as is needed to prevent or enjoin any violation of the provisions of this Agreement in addition to and not to the exclusion of any other remedy that may be allowed by law for damages experienced prior to the issuance of injunctive relief. You also agree that, if you are found to have breached any of the time-limited covenants in this Section 7 , the time period during which you are subject to such covenant shall be extended by one day for each day you are found to have violated such restriction, up to a maximum of two (2) years.

(h) You stipulate and agree that one of the purposes of this Agreement is to fully resolve and bring finality to any concerns over the enforceability of the restrictive covenants set forth in this Section 7 (the “ Restrictive Covenants ”). You also stipulate and agree that (a) the enforceability of the Restrictive Covenants and (b) the Company’s agreement herein to provide you with this Award are mutually dependent clauses and obligations without which this Agreement would not be made by the parties. Accordingly, you agree not to sue or otherwise pursue a legal claim to set aside or avoid enforcement of the Restrictive Covenants. And, in the event that you or any other party pursues a legal challenge to the enforceability of any material provision of the restrictions in Section 7 of this Agreement and a material provision is found unenforceable by a court of law or other legally binding authority such that you are no longer bound by a material provision of Section 7 , then (1) your unvested PSUs and undistributed Shares shall be forfeited and (2) you hereby agree that you will (A) return to the Company any Shares that were previously issued to you or, if you no longer own the Shares, an amount in cash equal to the fair market value of any such Shares on the date they were issued to you, and (B) pay to the Company an amount of cash equal to the amount paid to you pursuant to Section 4 (less any taxes paid by you). The foregoing is not intended as a liquidated damage remedy but is instead a return-of-gains and contractual rescission remedy due to the mutual dependent nature of the subject provisions in the Agreement.

(j) The provisions of this Section 7 are not intended to override, supersede, reduce, modify or affect in any manner any other non-competition or non-solicitation agreement between you and the Company or any Subsidiary, and instead are intended to supplement any such agreements.

directly or indirectly utilized in connection therewith, are vested in the Company, and you hereby forever waive any and all interest you have in such Intellectual Property and agree to assign such Intellectual Property to the Company. In addition, all writings produced in the course of work or employment for the Company or any Subsidiary are works produced for hire and the property of the Company and its Subsidiaries, including any copyrights for those writings.

10. Miscellaneous .

END OF AGREEMENT

Electronic Signature:	Electronic Signature

Acceptance Date:	Acceptance date

Exhibit 10.5

2018 PHANTOM SHARES AWARD AGREEMENT

This AGREEMENT (this “ Agreement ”), effective as of the Date of Grant as defined in the Notice of Award of Phantom Shares (the “ Notice of Grant ”) delivered herewith, 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 ”).

WITNESSETH:

WHEREAS, the Committee desires to award phantom shares (the “ Phantom Shares ”) in accordance with the terms and conditions applicable to Other Stock-Based Awards pursuant to the Plan; and

WHEREAS, the Company desires to assure that, to the extent and for the period of your service and for a reasonable period thereafter, it may maintain the confidentiality of its trade secrets and proprietary information, and protect goodwill and other legitimate business interests, each of which could be compromised if any competitive business were to secure your services; and

WHEREAS, the Phantom Shares provided for under the Plan are intended to comply with the requirements of Rule 16b-3 under the Securities Exchange Act of 1934, as amended; and

WHEREAS, the Committee has selected you to participate in the Plan and has approved the award to you of the Phantom Shares, described in this Agreement and in the Notice of Grant.

1. Grant of Award . Effective as of the Date of Grant, the Company hereby grants to you and you hereby accept, subject to the terms and conditions set forth in the Plan and in this Agreement, the number of Phantom Shares shown on the Notice of Grant. Each Phantom Share represents the right to receive the cash value of one share of the Company’s Stock, subject to the terms and conditions set forth in the Plan and in this Agreement. No shares of Stock shall be issuable upon vesting of the Phantom Shares granted to you pursuant to this Agreement. You must accept this Award in the manner designated by the Company in the Notice of Grant (e.g. electronic acceptance) not later than 90 days after the Date of Grant, or electronic notification of such Grant, whichever occurs later, or this Award will be rendered void and without effect. Subject to the provisions of Sections 2(c) , 2(d) , 3(b) and 7 hereof, this Award of Phantom Shares is irrevocable and is intended to conform in all respects with the Plan.

2. Vesting .

(a) Regular Vesting . Except as otherwise provided in the Plan or in this Section 2 , your Phantom Shares will vest ratably in three (3) equal annual increments commencing on the first (1 st ) anniversary of the Date of Grant.

(b) Accelerated Vesting .

(1) Unless otherwise determined by the Committee, or except as provided in another written agreement between you and your Employer, if your Service terminates by reason of death, Disability or Retirement during the Restriction Period, all the unvested Phantom Shares subject to this Award will vest in full at the date of such termination. Payment of amounts due pursuant to this Section 2(b)(1) shall be distributed as provided in Section 3 . For purposes of this Agreement, “ Retirement ” shall be defined as your retirement from employment or other service to the Company or any Subsidiary after you reach age 65. “ Disability ” shall be defined as your permanent and total disability (within the meaning of Section 22(e)(3) of the Code).

(2) In the event of a Change in Control, unvested Phantom Shares will be treated in accordance with Section 9 of the Plan.

(c) Forfeiture of Unvested Phantom Shares . Unless otherwise determined by the Committee, or except as provided in another written agreement between you and your Employer, if your Service terminates for any reason other than death, Disability or Retirement during the Restriction Period, all then unvested Phantom Shares subject to this Award will be forfeited and canceled as of the date of such termination of Service. Notwithstanding anything to the contrary in this Section 2 , your rights with respect to unvested Phantom Shares shall in all events be immediately forfeited and canceled as of the date of your termination of Service for Cause as defined in Section 3(b) below.

(d) Repayment . You agree and acknowledge that this Award Agreement is subject to any policies that the Committee may adopt from time to time with respect to the repayment to the Company of any benefit received hereunder, including “clawback” policies.

3. Value; Forfeiture .

(a) Payment Upon Vesting . The Company will pay to you (or to your estate in the event of your death) the cash value of vested Phantom Shares (including vesting pursuant to Section 2(b)(1)) as soon as administratively practicable after such vesting date but in no event later than March 15 following the calendar year in which such vesting occurred. Notwithstanding the immediately preceding sentence, payments with respect to any Phantom Shares subject to this Award that become vested, as provided in Section 2(b)(1) , due to Retirement shall be distributed as soon as administratively practicable (but in no event more than 60 days) following the date of your separation from Service from the Company, except that, if you are a specified employee (within the meaning of Section 409A of the Code), such distribution shall be made on the day following the 6-month anniversary of your separation from Service.

Any payment made hereunder shall be calculated by multiplying the closing sales price of the Stock on the vesting date (or, in the case of a distribution due to Retirement, the date of your separation from service) times the number of Phantom Shares vesting on such date in accordance with Section 2 of this Agreement.

(b) Forfeiture of Phantom Shares . Notwithstanding any provision of this Agreement or the Plan to the contrary, if you are discharged from the employment of the Company or any of its Subsidiaries for Cause (as defined below), your rights in unvested Phantom Shares subject to this Award will be immediately forfeited and canceled as of such termination date. For purposes of this Agreement, “ Cause ” means your: (i) willful failure to perform substantially your duties; (ii) willful or serious misconduct that has caused, or could reasonably be expected to result in, material injury to the business or reputation of an Employer; (iii) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) breach of any written covenant or agreement with an Employer, any material written policy of any Employer or any Employer’s code of conduct or code of ethics, or (v) failure to cooperate with an Employer in any internal investigation or administrative, regulatory or judicial proceeding. In addition, your Service shall be deemed to have terminated for Cause if, after your Service has terminated (for a reason other than Cause), facts and circumstances are discovered that would have justified a termination for Cause. Your Phantom Shares will also be immediately forfeited and canceled in accordance with Section 7 upon your breach of the provisions set forth in Section 7 .

(c) Compliance With Law . The Plan, the granting and payment with respect to any Phantom Shares and any obligations of the Company under the Plan, shall be subject to all applicable federal, state and foreign country laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required. The Company, in its discretion, may postpone the granting and payment with respect to any Phantom Shares, and neither the Company nor its directors or officers shall have any obligation or liability to you with respect to any Phantom Shares that shall lapse because of such postponement.

4. Stockholder Rights; Dividend Equivalent Payments . Except as set forth in the Plan or this Agreement, neither you nor any person claiming under or through you shall be, or have any of the rights or privileges of, a stockholder of the Company in respect of the Phantom Shares. Neither you nor any person claiming under or through you shall be entitled to receive dividends in respect of the Phantom Shares, but shall receive a dividend equivalent payment from the Company with respect to vested Phantom Shares in an amount equal to the aggregate cash dividends that would have been paid on the number of shares of Stock represented by such vested Phantom Shares if such shares of Stock had been outstanding between the Date of Grant and the vesting date of such vested Phantom Shares (i.e., based on the record date for determining the stockholders of the Company entitled to receive cash dividends). Any such dividend equivalents shall be payable in cash on the date of payment with respect to such vested Phantom Shares or subject to forfeiture at the

same time and to the same extent, and subject to the same terms and conditions, as apply to the underlying Phantom Shares in respect of which such dividend equivalents are credited hereunder.

6. Transfer of Phantom Shares . The Phantom Shares granted herein are not transferable except in accordance with the provisions of the Plan.

7. Covenants Not to Disclose, Compete or Solicit .

(c) Ancillary to the foregoing and this Award, you hereby agree that, during the term of your employment with the Company or any Subsidiary and for a period of one (1) year thereafter (the “ Restricted Period ”), you will not, directly or indirectly, individually or on behalf of any person or entity other than the Company or any of its Subsidiaries: (i) provide Competing Services (as defined below) to any company or business (other than the Company or any Subsidiary) engaged primarily in the manufacture, distribution, sale or marketing of any of the Relevant Products (as defined below) in the Relevant Market Area (as defined below); (ii) approach, consult, solicit business from, or contact or otherwise communicate, directly or indirectly, in any way with any Customer (as defined below) in an attempt to (1) divert business from, or interfere with any business relationship of the Company or any of its Subsidiaries, or (2) convince any Customer to change or alter any of such Customer’s existing or prospective contractual terms and

conditions with the Company or any Subsidiary; or (iii) solicit, induce, recruit or encourage, either directly or indirectly, any employee of the Company or any Subsidiary to leave his or her employment with the Company or any Subsidiary or employ or offer to employ any employee of the Company or any Subsidiary. For the purposes of this Section 7 , an employee of the Company or any Subsidiary shall be deemed to be an employee of the Company or any Subsidiary while employed by the Company and for a period of 60 days thereafter.

(d) For purposes of this Agreement, the following terms shall have the meanings indicated:

(iv) “ Relevant Market Area ” means the counties (or county equivalents) in the United States where the Company does business (including, but not limited to, by developing, processing, manufacturing, selling, distributing or licensing Relevant Products), and in which your services to the Company directly or indirectly related to, impacted or involved such Company business and./or you received Confidential Information about such business, so long as the Company continues to do business in that geographic market area during the Restricted Period.

(e) Notwithstanding the foregoing, you are not prohibited from owning, either of record or beneficially, not more than five percent (5%) of the shares or other equity of any publicly traded company.

(f) Your obligation under this Section 7 shall survive the vesting or forfeiture of your Phantom Shares. Any breach of any provision of this Section 7 will result in immediate and complete forfeiture of your unvested Phantom Shares. In addition, you hereby agree that if you violate any provision of this Section 7 , the Company will be entitled to injunctive relief, specific performance, or such other legal and equitable relief as is needed to prevent or enjoin any violation of the provisions of this Agreement in addition to and not to the exclusion of any other remedy that may be allowed by law for damages experienced prior to the issuance of injunctive relief. You also agree that, if you are found to have breached any of the time-limited covenants in this Section 7 , the time period during which you are subject to such covenant shall be extended by one day for each day you are found to have violated such restriction, up to a maximum of one year.

(h) You stipulate and agree that one of the purposes of this Agreement is to fully resolve and bring finality to any concerns over the enforceability of the restrictive covenants described in this Section 7 (the “ Restrictive Covenants ”). You also stipulate and agree that (a) the enforceability of the Restrictive Covenants and (b) the Company’s agreement herein to provide you with this Award are mutually dependent clauses and obligations without which this Agreement would not be made by the parties. Accordingly, you agree not to sue or otherwise pursue a legal claim to set aside or avoid enforcement of the Restrictive Covenants. And, in the event that you or any other party pursues a legal challenge to the enforceability of any material provision of the restrictions in Section 7 of this Agreement and a material provision is found unenforceable by a court of law or other legally binding authority such that you are no longer bound by a material provision of Section 7 , then (1) your unvested Phantom Shares shall be forfeited and (2) you hereby agree that you

will return to the Company any payments paid to you hereunder (less any taxes paid by you). The foregoing is not intended as a liquidated damage remedy but is instead a return-of-gains and contractual rescission remedy due to the mutual dependent nature of the subject provisions in the Agreement.

8. Plan Incorporated . You accept the Phantom Shares hereby granted subject to all the provisions of the Plan, which, except as expressly contradicted by the terms hereof, are incorporated into this Agreement, including the provisions that authorize the Committee to administer and interpret the Plan and which provide that the Committee’s decisions, determinations and interpretations with respect to the Plan are final and conclusive on all persons affected thereby.

9. Assignment of Intellectual Property Rights . In consideration of the granting of this Phantom Share Award, you hereby agree that all right, title and interest to any and all products, improvements or processes (“ Intellectual Property ”) whatsoever, discovered, invented or conceived during the course of employment with the Company or any of its Subsidiaries, relating to the subject matter of the business of the Company or any of its Subsidiaries or which may be directly or indirectly utilized in connection therewith, are vested in the Company, and you hereby forever waive any and all interest you have in such Intellectual Property and agree to assign such Intellectual Property to the Company. In addition, all writings produced in the course of work or employment for the Company or any Subsidiary are works produced for hire and the property of the Company and its Subsidiaries, including any copyrights for those writings.

10. Miscellaneous .

(d) Governing Law . The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware and the United States, as applicable, without reference to the conflict of laws provisions thereof.

legal and enforceable while preserving its intent or, if that is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objectives.

END OF AGREEMENT

Electronic Signature:	Electronic Signature

Acceptance Date:	Acceptance date