Amendment to Employment Agreement between Dean Foods Company and Joe Scalzo (Severance Terms)
Dean Foods Company and Joe Scalzo have amended their 2005 employment agreement. The amendment updates the severance terms, making Joe Scalzo eligible for benefits under the Dean Foods Executive Severance Plan. If his employment ends due to a qualifying termination (voluntary for good reason or involuntary without cause), he will receive accrued salary, unpaid bonuses, unused vacation, and a severance payment equal to two years of salary and target bonuses. He will also get a lump sum for certain stock options and RSUs. To receive these benefits, he must sign a release of claims. The Severance Plan's terms control the benefits.
Exhibit 10.37
November 18, 2008
The Employment Agreement dated October 7, 2005 between Joe Scalzo and us is hereby amended as follows:
The section of the Employment Agreement entitled “Severance” is hereby deleted and replaced with the following:
As an Executive Officer, you will also be eligible for benefits under the Dean Foods Company Executive Severance Plan (“Severance Plan”). In summary, according to the Severance Plan, if your employment is terminated at any time as a result of a “qualifying termination,” meaning your voluntary termination for good reason, or your involuntary termination without cause, all as defined in the Severance Plan, you will receive payment of all base salary accrued through the date of termination, prior year’s bonus to the extent earned but not paid, target bonus through the date of termination and all unused vacation/PTO. In addition, you will be eligible to receive a severance payment equivalent to two years of your base salary and target bonuses, less lawful deductions. You will also receive a lump sum cash payment for the “in the money” value of all options, and the fair market value of all RSUs, that would vest over the 24 month period following the termination date. You will be required to execute a release of all claims and such other agreements as the Company may deem necessary or appropriate in order to receive such severance pay. The actual terms of the Severance Plan will govern your rights to severance and not this letter.
