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EXHIBIT 10.3
DEAN FOODS COMPANY
EXECUTIVE DEFERRED COMPENSATION PLAN
(As Restated to Incorporate Amendments 1-6)
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DEAN FOODS COMPANY
EXECUTIVE DEFERRED COMPENSATION PLAN
Table of Contents
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Page
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ARTICLE I
DEFINITIONS..............................................1
ARTICLE II
ELIGIBILITY..............................................3
ARTICLE III CREDITS TO
ACCOUNT.......................................3
ARTICLE IV
BENEFITS.................................................5
ARTICLE V
PAYMENT OF BENEFITS AT
TERMINATION.......................6
ARTICLE VI
IN-SERVICE WITHDRAWALS...................................7
ARTICLE VII
ADMINISTRATION OF THE PLAN...............................9
ARTICLE VIII CLAIMS REVIEW
PROCEDURE.................................10
ARTICLE IX
LIMITATION OF RIGHTS....................................11
ARTICLE X
LIMITATION OF ASSIGNMENT AND PAYMENTS TO
LEGALLY INCOMPETENT DISTRIBUTEE.........................11
ARTICLE XI
AMENDMENT TO OR TERMINATION OF THE PLAN.................11
ARTICLE XII GENERAL
AND MISCELLANEOUS...............................12
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DEAN FOODS COMPANY
EXECUTIVE DEFERRED COMPENSATION PLAN
PREAMBLE
WHEREAS, Dean Foods Company (the "Company"), a corporation formed
under
the laws of the State of Delaware,
established the Suiza Foods Corporation
Executive Deferred Compensation Plan (the
"Plan") effective July 1, 1999, for
the exclusive benefit of a select group of
management and highly compensated
employees of the Company and its affiliates
to provide an additional means by
which such employees may defer funds for
their retirement;
WHEREAS the name of the Plan was later changed to Dean Foods
Company
Executive Deferred Compensation Plan to
reflect the new name of the Company;
WHEREAS, the Plan was subsequently amended by Amendments 1-6;
WHEREAS, the Company desires to restate the plan to incorporate
all
such amendments;
NOW, THEREFORE, the Company hereby restates the Plan to read as
follows:
ARTICLE I
DEFINITIONS
1.1 "Account" shall mean the individual bookkeeping record
established
by the Committee showing the monetary value
of the interest in the Plan of each
Participant or Beneficiary.
1.2 "Affiliate" shall mean a member of a controlled group of
corporations (as defined in Section 414(b)
of the Code), a group of trades or
businesses (whether or not incorporated)
which are under common control (as
defined in Section 414(c) of the Code), or
an affiliated service group (as
defined in Section 414(m) of the Code) of
which the Company is a member; and any
entity otherwise required to be aggregated
with the Company pursuant to Section
414(o) of the Code or the regulations
issued thereunder; and any other entity in
which the Company has an ownership interest
and to which the Company elects to
make participation in the Plan
available.
1.3 "Annual Compensation" shall mean the total amounts paid or
accrued
by the Company or an Affiliate to an
employee as remuneration for personal
services rendered during each Plan Year,
including bonuses and commissions, as
reported on the employee's federal income
tax withholding statement or
statements (IRS Form W-2 or its subsequent
equivalent), together with any
amounts not includable in such employee's
gross income pursuant to Sections 125
or 402(g) of the Code, and any amounts
deferred by such employee pursuant to
Section 3.1 hereof. The term "Annual
Compensation" shall also include any
amounts paid as director's fees to members
of the Board or members of the board
of directors of an Affiliate.
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1.4 "Beneficiary" shall mean the Beneficiary designated by each
Participant under the 401(k) Plan;
provided, however, that a Participant may
designate a different Beneficiary hereunder
by delivering to the Committee a
written beneficiary designation, in the
form provided by the Committee, and
executed specifically with respect to this
Plan.
1.5 "Board" shall mean the Board of Directors of the Company.
1.6 "Code" shall mean the Internal Revenue Code of 1986, as it may
be
amended from time to time, and the rules
and regulations promulgated thereunder.
1.7 "Committee" shall mean the Compensation Committee of the
Board.
1.8 "Company" shall mean Dean Foods Company or its successor or
successors.
1.9 "Company Contribution Account" shall mean the subaccount of
each
Participant's Account showing the monetary
value of the Participant's interest
in the Plan which is attributable to
matching or profit sharing contributions
credited pursuant to Sections 3.2 and
3.3.
1.10 "Company Stock" shall mean the common stock of the
Company.
1.11 "Disability" shall mean a physical or mental condition which,
in
the opinion of the Committee, prevents a
Participant from being able to perform
the substantial duties of his employment
with the Company and is expected to be
of long duration or to result in death.
1.12 "Effective Date" shall mean July 1, 1999.
1.13 "401(k) Plan" shall mean the Dean Foods 401(k) Plan.
1.14 "Participant" shall mean an individual who has been designated
by
the Committee as being eligible to
participate in the Plan.
1.15 "Plan" shall mean the Dean Foods Company Executive
Deferred
Compensation Plan set forth in this
document, as it may be amended from time to
time.
1.16 "Plan Year" shall mean the twelve month period beginning
each
January 1 and ending each December 31,
except that the first Plan Year shall
commence July 1, 1999 and end December 31,
1999.
1.17 "Profit Sharing Credit" shall mean the amount contributed to
the
Participant's Account as a profit sharing
credit pursuant to Section 3.3 hereof.
1.18 "Trust" shall mean the Dean Foods Company Executive
Deferred
Compensation Plan Trust.
1.19 "Valuation Date" shall mean each business day on which the
financial markets are open for trading
activity or such other dates as may be
established by the Committee.
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ARTICLE II
ELIGIBILITY
Participation in the Plan shall be made available to a select group
of
individuals, as determined by the
Committee, who are providing services to the
Company or an Affiliate in key positions of
management and responsibility.
Participation in the Plan shall also be
made available to members of the Board
and any outside directors of subsidiaries
of the Company. Such individuals may
elect to participate hereunder by executing
a participation agreement in such
form and at such time as the Committee
shall require, provided that each
participation agreement shall be executed
no later than the day immediately
preceding the Plan Year for which an
individual elects to make contributions to
the Plan in accordance with the provisions
of Section 3.1 hereof.
Notwithstanding the foregoing, in the first
year in which an individual becomes
eligible to participate in the Plan, he may
elect to participate in the Plan by
executing a participation agreement, in
such form as the Committee shall
require, within thirty (30) days of the
date on which he is notified by the
Committee of his eligibility to participate
in the Plan. In such event, his
election to participate in the Plan shall
become effective as of the first full
payroll period beginning on or after the
Committee's receipt of his
participation agreement. The determination
as to the eligibility of any
individual to participate in the Plan shall
be in the sole and absolute
discretion of the Committee, whose decision
in that regard shall be conclusive
and binding for all purposes hereunder.
ARTICLE III
CREDITS TO ACCOUNT
3.1 For any Plan Year, a Participant may, in the manner prescribed
by
the Committee, irrevocably elect to defer a
portion of the Annual Compensation
otherwise payable to such Participant with
respect to such Plan Year, not to
exceed the maximum amount established by
the Committee. Any amount deferred,
pursuant to this Article III, from the
Annual Compensation otherwise payable to
a Participant shall be transferred to the
Trust and credited to the Account of
such Participant as soon as practicable
after the date on which such amounts
would otherwise have been paid to the
Participant.
3.2 The Committee shall credit a matching contribution, calculated
as
provided in this Section 3.2, to the
Company Contribution Account of each
Participant who has deferred amounts under
the Plan during any Plan Year
pursuant to Section 3.1 above. The matching
contribution, if any, shall be
computed as follows: (i) the Committee
shall first compute a maximum matching
contribution for each Participant for a
Plan Year, on the salary deferrals made
by the Participant under the 401(k) plan in
which the Participant participates,
using the formula applied by such 401(k)
plan with respect to percentage of
salary deferrals matched and the maximum
percentage of compensation which is
subject to the match, but using the
Participant's Annual Compensation as defined
in this Plan up to the maximum compensation
that may be considered on behalf of
a participant under such 401(k) plan
(unless otherwise approved by the Board of
Directors of the Company); (ii) the
Committee shall then determine the amount of
matching contributions made for the
Participant under such 401(k) plan; and
(iii) the difference between (i) and (ii),
if any, is the matching contribution
to be credited to the Participant's Company
Contribution Account
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under the Plan. The Committee shall credit
a matching contribution, if any, to
the Participant's Company Contribution
Account as soon as administratively
practicable following the end of the Plan
Year in which the 401(k) plan year
ends, and the Company shall transfer a
similar amount to the Trust as soon as
administratively practicable following such
date. A member of the Board or an
outside director of a subsidiary who
participates in the Plan is not eligible
for matching contributions.
3.3 For each Plan Year, the Committee shall credit each
Participant's
Company Contribution Account with an amount
that represents a Profit Sharing
Credit. The Profit Sharing Credit shall be
equal in amount to the additional
contribution, if any, which would have been
allocated as a non-matching
contribution to the Participant's account
in the 401(k) plan in which the
Participant is eligible to participate, if
the Participant had not elected to
defer, pursuant to this Plan, Annual
Compensation that otherwise would have been
paid during the plan year of the 401(k)
plan which ends in the Plan Year. The
Committee shall credit the Profit Sharing
Credit to the Company Contribution
Account of each Participant entitled
thereto as soon as administratively
practicable following the end of the Plan
Year. A member of the Board or an
outside director of a subsidiary who
participates in the Plan is not eligible
for a Profit Sharing Credit.
3.4 At the time of making the deferrals elections described in
Section
3.1 and at such other times as is allowed
by the Committee, the Participant
shall designate, on a form provided by the
Committee, the types of investments,
including life insurance policies, in which
the Participant's Account will be
deemed to be invested for purposes of
determining the amount of earnings to be
credited to that Account. On a quarterly or
other basis selected by the
Committee, the Committee shall credit to
each Participant's Account an amount
equal to the interest, earnings or losses
that would have resulted to the
Account if the amounts credited to the
Account were invested as elected by the
Participant. If the Participant designates
a deemed investment in a life
insurance policy, the rate of earnings to
be credited to such Participant's
Account shall be as set forth in a
split-dollar life insurance agreement or
other agreement concerning such a
policy.
3.5 In addition to the other investments which the Participant
may
designate in which such Participant's
Account shall be deemed to be invested for
the purpose of determining the amount of
earnings to be credited to that
Account, a Participant may designate that
all or a portion of such Participant's
bonus be deemed to be invested in Company
stock. If a Participant makes such an
election, the Committee shall credit to the
Participant's Account the number of
shares that could have been purchased on
the open market on a date and at a time
selected by the Company which is not more
than two business days after the bonus
is determined by the Company, but applying
a 15% discount to the purchase price.
If the Participant makes such a designation
with respect to a bonus, such
designation shall remain in force
throughout the Participant's participation in
the Plan and the Participant shall not be
entitled to change such designation. A
Participant who makes such a designation
with respect to bonuses paid in one
year can make another investment
designation for bonuses paid in other years.
3.6 At any time, the Company may, in its sole discretion, credit
an
amount on behalf of a particular
Participant to his or her account. The
crediting of such an amount shall be
evidenced by providing the Participant a
notice or statement specifying the amount
of the credit.
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Thereafter, the amount credited to the
Participant's Account shall be subject to
all of the same terms and provisions as
amounts credited to the Account under
Sections 3.1 through 3.4 of the Plan.
ARTICLE IV
BENEFITS
4.1 After the death of a Participant, the Beneficiary of such
Participant shall be entitled to the entire
value of all amounts credited to
such Participant's Account, determined as
of the Valuation Date coincident with
or preceding the date of distribution,
including any additional amount credited
to such Participant's Account as a result
of life insurance proceeds payable on
the Participant's death.
4.2 After the
Disability of a Participant, such Participant shall be
entitled to the entire value of all amounts
credited to such Participant's
Account, determined as of the Valuation
Date coincident with or preceding the
date of Disability. Such amount shall be
payable to the Participant at the time
and in the manner determined by the
Committee.
4.3 After a Participant's employment terminates or such
Participant
ceases to be a member of the Board or a
board of directors of a subsidiary for
any reason other than death or Disability,
such Participant shall be entitled to
the entire value of all amounts credited to
the Account of such Participant,
determined as of the Valuation Date
coincident with or preceding the date of
distribution, except that the Participant
shall only be entitled to the vested
portion, if any, of his Company
Contribution Account. Th
