Letter Agreement, dated February 14, 2016, between Dean Foods Company and Kurt Laufer

                                    

February 8, 2016

Kurt Laufer

Dear Kurt:

I am pleased to offer you the position of Senior Vice President of National Sales and Chief Customer Officer (Grade 99) for Dean Foods Company. This position will report to Ralph Scozzafava, EVP, Chief Operating Officer, and will be based out of Dallas, Texas. We look forward to having you join our team on or before April 11, 2016.

Here are the specifics of your assignment:

As a Grade 99 executive, you will be eligible to earn an annual incentive as a participant in the Dean Foods Corporate Short-Term Incentive (STI) Plan with a 2016 target amount equal to 60% of your annualized base salary, subject to the achievement of certain financial targets as well as your performance against certain individual objectives. Your 2016 incentive payment will not be prorated based on your actual hire date.

You will be eligible for consideration for future Long Term Incentive (LTI) grants under the Dean Foods Long Term Incentive Program. The exact amount and nature of any future long term incentive awards will be determined by the Compensation Committee of the Dean Foods Board of Directors.

You will be eligible for a one-time new hire grant under the Dean Foods Long Term Incentive Program. The target value of the grant will be $400,000.00. You will receive additional details regarding your new hire grant within 90 days of your new hire effective date.

You will be eligible to participate in the Dean Foods Executive Deferred Compensation Plan. The plan provides eligible executives with the opportunity to defer compensation on a pre-tax basis. You will receive general information and enrollment materials during the next enrollment cycle.

You will be covered by the Dean Foods Supplemental Executive Retirement Plan (SERP) under the plan rules.

You will be granted twenty five (25) days of PTO per year. For 2016, your PTO will be prorated based on your actual start date. Unused PTO is not carried forward from year to year unless required by state law.

You will be eligible for a company paid Executive Physical every calendar year with The Cooper Clinic Institute in Dallas.

You will soon be receiving an overview of the health and welfare benefits program.  Your eligibility begins on the first day of the month following 60 calendar days of employment; please note that you must complete the health and welfare benefits enrollment process within 45 days of your hire date. Once hired, if you have questions regarding the health and welfare benefits programs or eligibility, please call the Dean Foods Benefits Service Center at ###-###-#### or go online to www.deanfoods.mercerhrs.com.  

Your eligibility for 401(k) benefits will begin on the first day of the month following 60 calendar days of employment.  You will receive information regarding these benefits approximately two weeks prior to your eligibility. For questions regarding 401(k) programs or eligibility, please call Fidelity Investments at ###-###-####.

Should you elect COBRA (health insurance) coverage from your previous employer, Dean Foods will reimburse you, grossed up for taxes, for your COBRA premiums (less your comparable Dean Foods contribution) until you become eligible for Dean Foods benefits (first of the month following 60 days of employment).

As a Senior Vice President, you will have access to sensitive business and financial information. Accordingly, from time to time and in accordance with the company's Insider Trading Policy, you will be prohibited from trading Dean Foods’ securities (or, in some circumstances, the securities of companies doing business with Dean Foods).

This offer of employment is contingent upon your submission to and successful completion of a background check and drug screen. By signing this offer letter, you represent that there is no agreement or promise in place between you and any other company (for example, a non-competition agreement) that would prohibit you from working for Dean Foods. You are also required to comply with the Dean Foods Code of Ethics as a condition of employment, and you understand and agree that you are not to use or disclose the confidential or proprietary information of any prior employer while performing your job with Dean Foods.  You also agree that to the extent you have any prohibitions on solicitation of customers or employees from your prior employer, you agree that you will honor those provisions for the allotted time in any relevant agreements.

Dean Foods wants your transfer to Dallas to be a positive one, and is offering relocation assistance pursuant to the Company’s current Relocation Policy. The Level One policy describing these benefits is enclosed. Your acceptance of this offer includes the acceptance and agreement of this relocation policy. If you have questions regarding this program or eligibility, please contact our relocation department by phone at ###-###-#### or via email at ***@***.

Kurt, I am very excited about the opportunities at Dean Foods and very excited to have you be a part of our team. I am confident that with your experience, skills, vision and standards, you will make significant contributions to our company in the years to come.

Best regards,

/s/ Kim Warmbier

Kim Warmbier

EVP, Chief Human Resources Officer