FORM OF MASTER RESTRICTED STOCK
AGREEMENT
(Non-Employee Directors)
This Master
Restricted Stock Agreement (this “Agreement”) is dated
as of
, 200_, by and between DEAN FOODS COMPANY , a Delaware
corporation (the “Company”), and
(the “Participant”).
WHEREAS ,
the Company has adopted the Dean Foods Company 2007 Stock Incentive
Plan (the “Plan”); and
WHEREAS ,
the Participant is a Non-Employee Director of the Company (as such
term is defined in the Plan); and
WHEREAS ,
the Company currently pays its Non-Employee Directors a fee of
$35,000 for each full year of service, plus $3,000 for each meeting
of the Board of Directors attended in person, plus $1,000 for each
meeting attended by phone , $2,000 annually for each
committee [$5,000 for Audit or Compensation committees] on which
the director serves and an additional $4,000 for chairing any such
committee [$10,000 for chairing Audit or Compensation committees],
plus $25,000 annually for serving as lead director (all such fees,
as they may be increased or decreased from time to time, being
herein referred to collectively as the “Non-Employee Director
Fees”). The Non-Employee Director Fees are payable quarterly
in arrears; and
WHEREAS ,
the Company offers each Non-Employee Director the option of
receiving his or her Non-Employee Director Fees in cash or in
restricted shares of the Company’s common stock, (all such
shares issued pursuant to this Agreement being herein referred to
as (“Restricted Stock”); and
WHEREAS ,
if a Non-Employee Director elects to receive his or her
Non-Employee Director Fees in shares of Restricted Stock rather
than in cash, the number of shares issuable will be determined by
multiplying 1.5 by the amount of Non-Employee Director Fees owed,
and dividing such product by the average closing price of the
Company’s common stock on the New York Stock Exchange over
the 30 trading days preceding the date of award; and
WHEREAS ,
the Participant has elected to receive all or a portion of his or
her Non-Employee Director Fees in shares of Restricted Stock rather
than in cash.
NOW,
THEREFORE , in consideration of the foregoing and of the mutual
promises and other terms and conditions set forth in this
Agreement, the Company and the Participant agree as
follows:
1
1. Grant
of Restricted Stock; Vesting .
(a) Subject
to the terms, conditions and restrictions set forth in this
Agreement, the Company hereby grants, issues and delivers to
Participant, and Participant hereby accepts from the Company (at no
cost to the Participant), that number of shares of Restricted Stock
shown on Exhibit A hereto. In addition, the Company shall
from time to time grant additional shares of Restricted Stock to
Participant pursuant to this Agreement, each time by executing an
addendum to this Agreement which shall reflect the number of shares
granted, the vesting provisions and the grant date. Participant
will have voting rights and rights to receive dividends (to the
extent declared by the Company) with respect to all Restricted
Stock granted to Participant from time to time pursuant to this
Agreement.
(b) All
shares granted as of the date hereof shall vest on the dates set
forth on Exhibit A hereto; and all shares granted after the
date hereof shall vest on the dates set forth on the Addendum
related to such grant; provided that all unvested shares of
Restricted Stock awarded pursuant to this Agreement shall
immediately vest if (i) Participant is removed as a director
of the Company without cause, (ii) Participant ceases to serve
as a director of the Company as a result of death or disability,
(iii) Participant is not re-elected as a director of the
Company or otherwise ceases to serve as a director at the
expiration of his or her term, or (iv) a Change in Control
occurs. A “Change in Control” means the first
occurrence of any of the following events after April 2, 2007
(the “Effective Date”):
(i) any person,
entity or “group” (as defined in Section 13(d) of the
Securities Exchange Act of 1934, as amended, referred to herein as
the “Act”), other than the Company, a wholly-owned
subsidiary of the Company, and any employee benefit plan of the
Company or any wholly-owned subsidiary of the Company, becomes a
“beneficial owner” (as defined in Rule 13d-3 under the
Act), of 30% or more of the combined voting power of the
Company’s then outstanding voting securities;
(ii) the persons
who, as of the Effective Date, are serving as the members of the
Board of Directors (the “Incumbent Directors”) shall
cease for any reason to constitute at least a majority of the Board
of Directors (or the board of directors of any successor to the
Company), provided that any director elected to the Board of
Directors, or nominated for election, by
|
