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Mr. Joseph
E. Scalzo
397 Fox Hill Road
Westwood, MA 02090
I am pleased to
offer you the position of President and Chief Executive Officer
of WhiteWave Foods . This position will report directly to me.
We are delighted that you share our passion for this organization
and its tremendous potential. I look forward to having you join our
team as soon as possible after you complete your existing
commitments.
Here are the
specifics of your offer:
You will be
paid $23,076.92 on a bi-weekly basis, which equates to an annual
salary of $600,000. Your salary will be reviewed annually by our
Compensation Committee.
You will
receive a one-time signing bonus of $200,000.00, less payroll
taxes, within 30 days of employment. Please note, should you
voluntarily leave WhiteWave Foods without good reason during your
first year of employment, you will be responsible for reimbursing
WhiteWave Foods on a pro-rata gross share (n/12 based on number of
months worked) of the one-time signing bonus you
receive.
As President of
WhiteWave Foods, you will be eligible to earn an annual bonus with
a target amount equal to 80% of your annualized salary, subject to
the achievement of certain operating targets for the group. You can
earn up to 200% of your targeted bonus if operating targets are
exceeded. For 2005, this bonus will be paid on a pro-rata basis for
the number of months employed.
At hire, you
will be granted options to purchase 245,000 shares of Dean Foods
common stock, subject to approval by the Compensation Committee of
the Board of Directors. The exercise price of the options will be
the closing price of a share of Dean Foods stock on the date
preceding the date of grant. The options will vest in equal
installments over a period of three (3) years, beginning on
the first anniversary date of the grant. You will be eligible for
future equity grants under the Dean Foods Long Term Incentive
Program in the future, commencing in January 2007. The amount
and nature of future long term incentive awards will be determined
by the Board of Directors.
Mr. Joseph Scalzo
October 7, 2005
Page 2 of 4
Management
Deferred Compensation Plan
You will be
eligible to participate in the Deferred Compensation Plan. The plan
provides eligible executives with the opportunity to save on a
tax-deferred basis. You will receive general information and
enrollment materials at your home address approximately 30 —
45 days after your start date.
You will be
granted five (5) weeks vacation. Unused vacation is not
carried forward from year to year.
Should you
elect COBRA (health insurance) coverage from your previous
employer, WhiteWave Foods will pay your COBRA premiums (minus your
normal WhiteWave Foods contribution) until you become eligible for
WhiteWave Foods benefits (approximately 60 days following
hire).
Attached to
this letter is an overview of Dean Foods’ Health Benefits,
savings and 401k programs, and all other benefits. If you have
questions regarding these programs or eligibility, please call
Robby Dunn at 214-303-3557.
WhiteWave Foods
wants your move to Colorado to be a positive one. The relocation
benefits provided to you include: household goods move; temporary
housing; home visits; in-transit expenses; home sale assistance;
duplicate housing costs; and, new home closing assistance. The
policy describing these benefits is enclosed. In addition, we will
arrange for the purchase of your home through our relocation agency
if your home is not sold within 6 mont
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