FIRST AMENDED INDEPENDENT
CONTRACTOR
AND NONCOMPETITION AGREEMENT
THIS FIRST
AMENDED INDEPENDENT CONTRACTOR AND NONCOMPETITION AGREEMENT (the
“ First Amended Agreement ”), dated as of the
4th day of April 2008, between Dean Foods Company (“
Dean Foods ” or “ the Company ”), a
Delaware Corporation, having its principal place of business at
2515 McKinney Avenue, Suite 1200, Dallas, Texas 75201, and
Pete Schenkel (“ Mr. Schenkel ”) provides
as follows:
WHEREAS, the
parties entered into an original Independent Contractor and
Noncompetition Agreement dated December 1, 2005, (the
“Original Agreement” )that provided for
Mr. Schenkel to provide Senior Advisory Services, as defined
in the Original Agreement, to the Chief Executive Officer, Chairman
of the Board, and the Dairy Group President;
WHEREAS, the
Original Agreement provided that Mr. Schenkel would cease
providing Senior Advisory Services on December 31, 2009, if
the Original Agreement was not terminated before December 31,
2009 pursuant to its terms;
WHEREAS, the
Original Agreement contemplated an Employment Agreement between the
Company and Mr. Schenkel that, as of the date of this First Amended
Agreement, has been terminated on its own terms based on the
passage of time, and the parties have performed all that was
required of them under the Employment Agreement;
WHEREAS, the
Company wishes to retain access to Mr. Schenkel’s
knowledge and experience as a senior advisor for an additional two
years above what was agreed upon in the Original
Agreement;
WHEREAS,
Section 11(b) of the Original Agreement provides that the Original
Agreement may not be modified except in a written document executed
by both parties to the Original Agreement;
WHEREAS, the
Company still desires to ensure that, to the extent and for the
period of Mr. Schenkel’s service to the Company and for a
reasonable period thereafter, it may maintain the confidentiality
of its trade secrets and proprietary information, goodwill and
other legitimate business interests, each of which could be
compromised; and
WHEREAS, the
parties wish to memorialize this modification to the Original
Agreement through this First Amended Agreement;
NOW, THEREFORE,
it is agreed that the Original Agreement is amended as
follows;
1. The first
sentence of Section 1 of the Original Agreement
(“Services”) is amended to the following:
