Summary of DEAN FOODS CO - Yahoo! Finance

Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 17, 2009, the Compensation Committee of the Board of Directors of Dean Foods Company (the "Company") approved the future granting of awards of cash performance units ("CPUs") as part of the Company's long-term incentive compensation program, to be granted pursuant to the terms and conditions of the Company's 2007 Stock Incentive Plan (the "2007 Plan"). It is expected that any CPU awards would be granted in accordance with the Company's timing of grants of stock options and restricted stock units pursuant to the Company's equity grant guidelines. The CPU awards are designed to link compensation of certain executive officers and other key employees to the Company's performance over a three-year period using performance metrics set forth in the 2007 Plan. The first performance period is anticipated to end on December 31, 2012 and is expected to be measured based on comparative total stockholder return, which is a permitted performance metric under the 2007 Plan.

The Company must meet a threshold performance metric at the measurement date in order for the CPU award to be payable. In the event of death, disability or retirement of the grantee prior to the end of the performance period, the CPU award will be prorated for the date of termination of service and performance will be measured at the end of the calendar year in which the termination occurred. In the event of a change in control prior to the end of the performance period, the CPU award will be prorated for the date of the change in control and performance will be measured as of the date of the change in control. In the event the grantee's employment is terminated for any reason other than death, disability, retirement, or change in control prior to the end of the performance period, the CPU award will terminate and no amounts will be payable thereunder. A form of CPU award agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and this description is qualified entirely by reference to such Exhibit.