EXHIBIT 10.6 DEAN FOODS COMPANY EXECUTIVE INCENTIVE COMPENSATION PLANExecutive Compensation Plan Agreement |
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EXHIBIT 10.6
DEAN FOODS COMPANY
EXECUTIVE INCENTIVE COMPENSATION PLAN
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PURPOSE: To (i) align executive compensation with the long-term
interests of our shareholders, (ii) motivate executive
management to create sustained shareholder value, and
(iii) ensure retention of key executive personnel by
ensuring that compensation remains competitive.
PARTICIPANTS: The executive officers of Dean Foods Company, including
the Chief Executive Officer ("CEO"), the Chief
Financial Officer, the Chief Administrative Officer and
General Counsel and the Senior Vice President -
Corporate Development of Dean Foods Company ("Dean
Foods"), the President of the Dean Dairy Group, and the
President of WhiteWave Foods (the "Participants").
TARGET BONUS: Each Participant will have a target bonus equal to a
specified percentage of his or her base salary that
could range from approximately 50% to 150% of his or
her base salary, as determined by the Compensation
Committee of the Board of Directors of Dean Foods (the
"Committee") in its sole discretion (the "Target
Bonus"). The amount of the Target Bonus to be paid will
range from 0% to 200% of the Target Bonus, depending on
the level of achievement of the performance criteria
established by the Committee.
CORPORATE PARTICIPANT Each executive officer of Dean Foods who is a
BONUS CRITERIA: Participant in the Plan, other than the Presidents of
Dean Dairy Group and WhiteWave Foods, (the "Corporate
Participants") will be eligible to receive incentive
compensation based on Dean Foods' achievement of its
(i) adjusted earnings per share target for each
calendar year and (ii) targeted growth in adjusted
earnings per share over the prior year, in each case as
determined each year and as may be modified from time
to time by the Committee.
EPS TARGET COMPONENT. 40%(1) of a Corporate
Participant's Target Bonus will be determined based
upon the percentage that Dean Foods' fully diluted
earnings per share for the year, before non-recurring
items and restructuring charges ("Adjusted EPS") bears






