THE WHITEWAVE FOODS COMPANY 2015 SHORT-TERM INCENTIVE COMPENSATION PLAN (the Plan) CORPORATE LEADERSHIP AND FUNCTIONS

The components for payment to Participants under this Plan and the weighting of such components is based on individual target incentive percentages, performance against specified financial objectives (the “Financial Objectives”), and performance against specified individual objectives (the “Individual Objectives”), as set forth below.

 

Corporate Senior Leadership, including:

•    CEO

•    The CFO & all EVPs

•    All other direct reports to the CEO (all direct reports to the CEO, the “ELT”)

•    80% Financial Objectives, which is comprised of:

o    60% = EPS of WWAV (excluding the impact of the China joint venture)

o    20% = WWAV Net Sales

•    20% Individual Objectives

 

All Corporate staff not covered by another STI plan, including:

•    Direct reports of the ELT

•    Participants below the direct reports of the ELT

•    80% Financial Objectives, which is comprised of:

o    60% = EPS of WWAV (excluding the impact of the China joint venture)

o    20% = WWAV Net Sales

•    20% Individual Objectives

 

Payout Scales:

The following types of transactions will be excluded from the calculation of the Company’s actual financial results as measured against the Financial Objectives, if the transaction is material and was not included in the Company’s 2015 annual operating plan: (i) business acquisitions, mergers, consolidations and investments in joint ventures consummated during 2015, and (ii) the impact of any capital transaction, including without limitation equity offerings or capital restructurings, completed during 2015; provided, however, that the Compensation Committee reserves the right, in its discretion, to include any of such transactions to prevent undue and/or unintended impacts.

Upon the recommendation of the CEO, the Compensation Committee may (but has no obligation to) adjust the criteria, targets, actuals, or payout scale upon the occurrence of extraordinary events or circumstances or to prevent undue and/or unintended impacts.

Definitions:

•    “Disability” is defined as permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Service Code (“Code”)).

•    “Retirement” is defined as (i) age fifty-five (55), so long as the Participant has completed at least ten (10) years of continuous service immediately prior to retirement, or (ii) age sixty-five (65).

•    “Actively Employed” means that the Participant’s employment must not have been terminated, voluntarily or involuntarily, prior to the identified date.

Eligibility:

Eligibility is determined by salary grade in the Company, or as otherwise approved by the Executive Vice President, Human Resources or his designate. Only regular, full time employees of the Company or its subsidiaries are eligible to participate.

In order to ensure continuity of services through the completion of the fiscal year end close, Participants must be Actively Employed by the Company during the Plan Year and through March 1, 2016 in order to receive an incentive award under this Plan.

Notwithstanding the foregoing:

•    If a Participant dies, becomes disabled, or retires prior to March 1, 2016, the Participant may receive a payout at the time other incentive awards are paid; however the incentive award amount will be prorated based on the period during the Plan Year when such Participant was Actively Employed

•    If a Participant’s job is eliminated prior to March 1, 2016 and such job elimination makes the Participant eligible to receive benefits under a severance plan or policy of the Company, the Participant may receive a payout; however the incentive award amount will be (i) prorated based on the period during the Plan Year when such Participant was Actively Employed, (ii) paid out at 100% of Target, and (iii) paid during the Participant’s severance period or (if severance is paid in a lump sum) within 30 days after the termination date.

•    If a Participant receives a Below Target (or equivalent) performance rating for the Plan Year, the maximum incentive award amount payout to which such Participant will be entitled for that Plan Year is 100% of Target.

•    If a Participant takes an unpaid leave of absence during the Plan Year that is not protected by the Family and Medical Leave Act (“FMLA”), the incentive award amount will be prorated to exclude the period during which such Participant was on non-FMLA protected unpaid leave during the Plan Year.

Even if the other eligibility standards of this Plan are met, a Participant will be disqualified from receiving any incentive award (based on either Financial Objectives or Individual Objectives) under the Plan if: (1) the Participant receives a Significantly Below Target (or equivalent) performance rating for the Plan Year, (2) the Participant’s employment is terminated for Cause, as defined below, before the date the incentive award is paid, (3) the Participant’s employment is terminated for any reason, voluntarily or involuntarily and, before the date the incentive award is paid, the Participant is discovered to have engaged in conduct that would have justified termination for Cause, as defined below, (4) the Participant is involuntarily terminated due to the Participant’s failure to meet performance expectations, which failure does not constitute termination for Cause, or (5) the Participant voluntarily terminates employment before March 1, 2016.

 

The base salary that will be used to calculate a participant’s incentive award payout will be (i) a Participant’s year-end base salary, in the case of Participants Actively Employed by the Company on the last working day of the Plan Year, or (ii) a Participant’s base salary at the time of death, disability, retirement, or job elimination, in the case of Participants subject to those specific circumstances.

All prorations of incentive awards will be calculated based on the number of whole months in which the Participant was Actively Employed. If an employee becomes eligible to participate in this Plan or a Participant transfers between Plans, changes target participation in the Plan, or becomes ineligible to participate in the Plan between the first day of the month and the 15^th of the month, the incentive award will be calculated based on full month participation. If the eligibility change occurs between the 16^th of the month and the end of the month, the incentive award will be calculated beginning with the full calendar month following the change. Employees hired after December 15^th of the Plan Year are not eligible for any incentive award for that Plan Year.

For purposes of this Agreement, “Cause” means a Participant’s (i) willful failure to substantially perform a Participant’s duties; (ii) willful or serious misconduct that has caused, or could reasonably be expected to result in, material injury to the business or reputation of the Company; (iii) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony or a serious misdemeanor; (iv) breach of any written covenant or agreement with the Company, any material written policy of the Company or any Company code of conduct or code of ethics, or (v) failure to cooperate with the Company in any internal investigation or administrative, regulatory or judicial proceeding. The determination of whether a termination of employment is for Cause shall be made by the Company, in its discretion, and the Company’s determination shall be final.