3RD Amended/Restated 1997 Employee Stock Plan

THIRD AMENDED AND RESTATED
1997 EMPLOYEE STOCK PURCHASE PLAN OF
DEAN FOODS COMPANY


I. INTRODUCTION


The purpose of the Third Amended and Restated 1997 Employee Stock Purchase Plan (the "Plan") is to make available to eligible employees of Dean Foods Company (the "Company"), and certain related companies a means of purchasing shares of Dean Common Stock through voluntary, regular payroll deductions. The Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974, but is intended to qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). The Plan shall be administered, interpreted and construed in accordance with Section 423 of the Code.


Participation in the Plan is entirely voluntary, and the Company makes no recommendations to employees as to whether they should or should not participate.


II. DEFINITIONS


2.1. DEFINITIONS. The following words and phrases shall have the following meanings:


"ADMINISTRATOR" means the entity or person designated to act as Administrator of the Plan pursuant to Section 6.1.


"BASE COMPENSATION" means gross compensation for the relevant pay period, including overtime pay, but excluding all bonuses, severance pay, any extraordinary pay, expense allowances/reimbursements, moving expenses and income from restricted stock or stock option awards. For these purposes, gross compensation includes any amount that would be included in taxable income but for the fact that it was contributed to a qualified plan pursuant to an elective deferral under Section 401(k) of the Code or contributed under a salary reduction agreement pursuant to Section 125 of the Code.


"BOARD" means the Board of Directors of the Company.


"BROKER" means a duly licensed securities dealer, broker or agent designated to act as Broker of the Plan pursuant to Section 6.2.


"COMMITTEE" means the Compensation Committee of the Board, which, to the extent required by Rule 16b-3, shall consist entirely of non-employee directors (as defined in Rule 16b-3).


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"COMPANY" means Dean Foods Company (formerly known as Suiza Foods Corporation).


"COMMON STOCK" means Dean's Common Stock, par value $.01 per share.


"CODE" has the meaning set forth in Article I.


"DEAN COMPANY" means the Company or any Related Corporation.


"ELIGIBLE EMPLOYEE" means any employee of any Dean Company, excluding any employee (a) who has been employed by a Dean Company for less than 60 days, (b) whose customary employment with the employee's Employer is 20 hours or less per week, (c) whose customary employment with the employee's Employer is not for more than five months in any calendar year, or (d) who immediately after the grant of an option under this Plan to the employee would (in accordance with the provisions of Sections 423 and 424(d) of the Code) own stock possessing 5% or more of the total combined voting power or value of all classes of stock of the "employer corporation" or of its "Parent Corporations" or "Subsidiary Corporations," as defined in Section 424 of the Code.


"EMPLOYER" means, with respect to any Participant, the Dean Company of which the Participant is an Eligible Employee.


"FAIR MARKET VALUE" means, with respect to a share of Common Stock, the last sales price (or average of the quoted closing bid and asked prices if there is no closing sales price reported) of a share of Common Stock as reported by the New York Stock Exchange (or by the principal national stock exchange on which the Common Stock is then listed) on the date of valuation, if such date is a business day, or the immediately preceding business day, if such date is not a business day.


"INDEMNIFIED PERSON" has the meaning set forth in SECTION 9.2.


"INITIAL OPTION PERIOD" means the Option Period commencing on the Plan Start Date and ending on July 31, 1997.


"1933 ACT" means the Securities Act of 1933, as amended.


"OPTION" means an option granted pursuant to this Plan at the beginning of each Option Period to acquire Common Stock.


"OPTION EXERCISE DATE" means the last day of each Option Period.


"OPTION PERIOD" means each calendar month during the period beginning on the Plan Start Date and ending on June 30, 2007, unless the Plan is terminated earlier.


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"PAYROLL DEDUCTION ACCOUNT" means, with respect to each Participant, the amounts credited to the Participant's account from the payroll deductions made by the Participant under this Plan, less any amounts withdrawn from such account (for payment of Common Stock, payment to the Participant, payment of withholding and other taxes or amounts or payment of other obligations or amounts).


"PARTICIPANT" has the meaning set forth in SECTION 3.2.


"PLAN" means the Third Amended and Restated 1997 Employee Stock Purchase Plan of Dean Foods Company as the same may be amended from time to time.


"PLAN START DATE" means July 1, 1997.


"RELATED CORPORATION" means any present or future corporation which would be a "subsidiary corporation" or "parent corporation" of the Company as such terms are defined in Section 424 of the Code.


"RULE 16B-3" means Rule 16b-3 under the 1933 Act.


"STOCK ACCOUNT" means, with respect to each Participant, the number of shares of Common Stock credited under this Plan to the Participant's account. Dividends with respect to shares of Common Stock credited to a Participant's Stock Account shall be paid to the Participant and shall not be held in either the Participant's Stock Account or Payroll Deduction Account.


III. PARTICIPATION


3.1. ELIGIBLE EMPLOYEES. Subject to ARTICLE VIII, all Eligible Employees as of the beginning of each Option Period may participate in the Plan for such Option Period at their election.


3.2. PARTICIPATION PROCEDURES. If an Eligible Employee does not otherwise have an election to become a Participant in effect, each Eligible Employee choosing to participate in the Plan (herein called a "Participant") during an Option Period shall enroll as a Participant in the Plan by filing with the Participant's Employer a completed enrollment form (authorized by the Administrator) no later than 15 days prior to the beginning of any Option Period (including the Initial Option Period).


3.3. EMPLOYEE CONTRIBUTIONS. Subject to other limitations provided in this Plan, a Participant may contribute under the Plan a minimum of one percent (1%) and a maximum of fifteen percent (15%) of the Participant's Base Compensation. Contributions may be made only through regular payroll deductions, net of any tax or other withholdings.


An enrollment form and payroll deduction authorization will remain effective for each Option Period until terminated in writing by a Participant or until the Participant is no longer


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eligible to participate in the Plan. The payroll deduction authorization may be reduced or terminated at any time by the Participant's written request submitted to the Participant's Employer; provided, however, that a Participant may not recommence or increase payroll deductions until the beginning of the next Option Period, nor may a Participant make more than one revision of the Participant's payroll deduction authorization in any Option Period. Termination of deductions shall constitute withdrawal from the Plan as set forth in Section 3.5 and cancellation of any outstanding Options of the Participant. Reduction or termination of deductions will become effective as soon as practicable after a Participant's written request is received by the Participant's Employer.


3.4. PARTICIPANT RESTRICTION. Notwithstanding any provisions of this Plan to the contrary, no Participant will be granted an option under this Plan which would permit the Participant's rights to purchase shares of stock under all employee stock purchase plans of the Company and "parent corporations" and "subsidiary cor ...