8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):
June 26, 2008

Dean Foods Company

(Exact name of registrant as specified in charter)

Delaware	1-12755	75-2559681
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

2515 McKinney Avenue, Suite 1200
Dallas, TX 75201
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (214) 303-3400

Not Applicable.
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

          On June 27, 2008, Dean Foods Company (the “Company”) announced that Michelle P. Goolsby, Executive Vice President – Development, Sustainability & Corporate Affairs, will be leaving her position with the Company effective August 1, 2008. The related press release is attached hereto as Exhibit 99.1.

     From August 1, 2008 through February 15, 2010, Ms. Goolsby will serve as a senior advisor and consulting employee to the Company. Ms. Goolsby will receive her current base salary throughout, and will be eligible for a bonus in respect of, the Company’s 2008 fiscal year. From January 1, 2009 through February 15, 2010, she will receive half of her current base salary. Ms. Goolsby’s stock options and restricted stock units will continue to vest during the term of her service to the Company; her vested outstanding stock options will expire 60 to 90 days following the termination of her services.

     A copy of the letter agreement between Ms. Goolsby and the Company is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The description of the letter agreement is qualified entirely by reference to the full text of Exhibit 10.1

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

10.1	Agreement by and between Michelle P. Goolsby and Dean Foods Company dated June 26, 2008.
99.1	Dean Foods Company press release dated June 27, 2008.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 27, 2008	DEAN FOODS COMPANY
	By:	/s/ Steven J. Kemps
		Steven J. Kemps
		Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.		Description
	10.1	Agreement by and between Michelle P. Goolsby and Dean Foods Company dated June 26, 2008.
	99.1	Dean Foods Company press release dated June 27, 2008.

EX-10.1

Exhibit 10.1

June 26, 2008

Ms. Michelle Goolsby
Dallas, Texas

Dear Michelle:

I am pleased to formalize our discussions regarding your continuing role with Dean Foods Company (the “Company”). Effective August 1, 2008, you have elected to resign from your position as Executive Vice President, Development, Sustainability and Corporate Affairs of Dean Foods Company and its subsidiaries or affiliates. You will no longer be an officer of the Company, but you will continue in a full-time consulting employee role, reporting to me, from August 1, 2008 through December 31, 2008. On January 1, 2009, while you will continue in your consulting employee role, you will move to part-time employment status with the Company.

In your consulting employee role, your responsibilities will include the following:

• Continuing the work that has already begun on the various Company sustainability initiatives, such as setting greenhouse gas reductions goals and the preparation of the Corporate Responsibility Report;

• Consultation and cooperation with various members of our Legal Department on general legal matters in which you have been involved or involve facts or events that may be within your knowledge;

• Consultation and cooperation with various members of our Legal Department, and outside counsel, regarding outstanding litigation, specifically concerning facts or events that may be within your knowledge or facts or events that took place during your employment as an officer of the Company;

• Consultation with our Human Resources Department as needed;

• Consultation on any other business development and/or strategy matters as needed.

On January 1, 2009, your primary responsibility will be consulting with the Legal Department regarding outstanding litigation cases as referenced above. However, you may be called on to consult on the other matters listed above. As and when necessary in the performance of your duties hereunder, you shall perform your continuing services at the

Company’s headquarters or such other location as the Company shall instruct, and at such times as the Company shall specify upon reasonable notice to you.

Except as otherwise provided below, you shall continue in your consulting employee role through February 15, 2010. For the purposes of this agreement, February 15, 2010 will be called your “Resignation Date” with the Company.

Base Salary

For your services as a consulting employee during the period from August 1, 2008 through December 31, 2008, you will be continue to be paid your annual base salary of $567,000, which is the same base salary you received in your position as Executive Vice President, Development, Sustainability and Corporate Affairs.

For the period from January 1, 2009 through February 15, 2010, you will be paid an annual base salary at the rate of $283,500.

All payments of base salary will be paid semi-monthly, in accordance with the Company’s standard payroll procedures. All payments listed in this paragraph are subject to the Termination of Employment provision set forth below.

Annual Bonus Opportunity

For the 2008 calendar year, your target short term incentive bonus will be equal to 70% of your base salary as of December 31, 2008. Payment of the short term incentive bonus is subject to the achievement of the operating targets that have been previously approved by our Board of Directors and Compensation Committee. The portion of the short term incentive bonus that relates to your individual performance will be paid out based on “On Target” performance, using an Individual Factor of 100%. Payment of the entire short term incentive amount will be made at the time all other participants in the short term incentive plan are paid.

You will not be eligible to participate in any Company-sponsored short term incentive plans for 2009 or 2010.

Stock Options and Restricted Stock

For the purpose of vesting and exercising previously granted stock options and restricted stock units (also referred to as “Prior Equity Compensation Grants”), your employment will continue until the Resignation Date. You must exercise any vested options or options that vest in the future according to the stock option agreement and plan governing the terms of the options. You understand and acknowledge that the Company is under no obligation to provide you any additional equity grants.

Paid Time Off

All PTO accrued during 2008 must be used before the end of 2008 or else such PTO will be forfeited on December 31, 2008.

Because of your status as a part-time employee in accordance with the terms of this letter you will not accrue and therefore cannot use any PTO from January 1, 2009 until the Resignation Date.

Retirement Benefits

You will continue to be allowed to contribute, based on current contribution rates, to both the Company 401(k) plan and the Company Supplemental Employee Retirement Plan (SERP) through December 31, 2008. You acknowledge and understand that, because of your part-time schedule, you will not be eligible to contribute to the 401(k) or SERP plans after December 31, 2008.

However, as you will remain an employee of the Company through your Resignation Date, that date will be your Termination Date for the purpose of triggering the receipt of payments of any monies that you may have vested in any Company Executive Deferred Compensation Plan and SERP.

Other Benefits

Through December 31, 2008, which is the last day you will be providing full-time service for the Company, you will continue to be eligible to participate in all employee benefit plans, programs, and arrangements, including payment of individual life and disability insurance costs, to the extent made available to our senior executives or our employees, on the same terms and conditions as other senior executives.

You agree that your reduction of work time as of January 1, 2009 is a “Qualifying Event” pursuant to federal law know as “COBRA,” 29 U.S.C. § 1161 et seq. As a result of the Qualifying Event, your current benefits coverage through the Company will end at midnight on December 31, 2008. You may elect COBRA continuation coverage pursuant to the COBRA materials that will be provided to you by the Company through a third-party service provider under separate cover. The Company will provide you with a payment of $25,000 to cover such COBRA expenses. This payment will be made on the first payroll following January 1, 2009, and will be subject to all applicable deductions for taxes and other withholdings.

Through the Resignation Date, you will be entitled to reimbursement of business expenses (in accordance with applicable Company policies), bar dues (both Texas State Bar and any local bar associations), costs of any Continuing Legal Education courses taken (although no reimbursement for travel to such courses will be given), and expenses related to your position as Chair-Elect or Chair to the Board of The Organic Center.

Furthermore, through the Resignation Date you will continue to be provided with a Company-issued cell phone, Blackberry, Company email address, and office and secretarial assistance as needed by Carolyn Boulet (so long as she is still employed with the Company). If Ms. Boulet is no longer employed by the Company, other suitable secretarial assistance will be provided.

Termination of Employment

The Company may terminate your employment hereunder at any time only for Cause.

As used herein, the term “Cause” shall mean: (a) your failure to perform the duties contemplated herein which failure shall continue for 30 days after written notice specifying

the facts supporting such failure is delivered to you; (b) your conviction of any crime deemed by the Company to make your continued employment untenable; (c) you commit an act of gross negligence or willful misconduct in connection with your employment with the Company that has caused or could be reasonably expected to result in material injury to the business or reputation of the Company; (d) you commit any act of dishonesty relating to the Company or any of its affiliates, its employees, agents, or other representatives; or (e) you fail to comply with the Dean Foods Code of Ethics.

If at any time after you execute this agreement, and prior to the Resignation Date, your employment is terminated for Cause as defined above you will be paid any accrued and unpaid base salary through the date of termination.

Entire Agreement

This Agreement sets forth the entire understanding of the parties hereto and supersedes all other agreements, written or oral, between the parties relating to the subject matter hereof, except (i) the Indemnification Agreement dated February 21, 2003, which will continue to be valid and applicable concerning matters that occurred prior to the Resignation Date; and (ii) all agreements and other documents which evidence prior Equity Compensation Grants (“Prior Equity Compensation Grant Agreements”).

Conclusion

Michelle, I cannot thank you enough for the lasting contributions you have made to our Company. I look forward to working with you through this transition as we ensure that we are well-positioned for the future. Your continuing service during this transition time will be a valuable asset in achieving this goal.

If you agree that the foregoing sets forth our understanding of the terms and conditions of your continuing employment with the Company for the periods set forth herein, please sign both copies of this agreement where indicated below and return one copy to me (keeping one for your records), and this agreement shall be and become a binding agreement between you and the Company.

DEAN FOODS COMPANY

/s/ Gregg L. Engles

By: Gregg L. Engles

Chairman of the Board and Chief Executive Officer

Agreed and Accepted:

/s/ Michelle P. Goolsby

Michelle P. Goolsby

Date: June 26, 2008

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Michelle Goolsby EVP, Development, Sustainability and
Corporate Affairs to Leave Dean Foods

Steven J. Kemps Promoted to EVP, General Counsel and Corporate Secretary

DALLAS, June 27/PRNewswire-FirstCall/ — Dean Foods Company (NYSE: DF) announced today that Michelle Goolsby, EVP Development, Sustainability and Corporate Affairs, will be leaving her position August 1. She will continue in an advisory role for a period of time to ensure a smooth transition.

“Michelle has been instrumental in building Dean Foods into the company it is today in size, capability and reputation,” said Gregg Engles, Chairman and CEO. “For the past 10 years, we have had the privilege of drawing upon Michelle’s experience, judgment and many talents.” Added Engles, “I would like to thank her personally for her invaluable contributions and her efforts to position our organization for future success. As a result of her hard work, she is leaving a company rich with heritage and full of promise.”

Goolsby joined the Company in 1998 and has been responsible for Dean Foods corporate development activities, government relations, corporate affairs, legal activities and sustainable business initiatives. Goolsby is also Chair-Elect of The Organic Center, a nonprofit organization focused on promoting scientific research proving the benefits of organic products. Goolsby is a Founding Member of The Center for Women in Law at The University of Texas School of Law and serves as a Trustee of The University of Texas Law School Foundation. 

Goolsby’s corporate development responsibilities will be assumed by Jack Callahan, Chief Financial Officer. The Company intends to conduct a search for a new executive officer to head Public Affairs, including its sustainability initiatives.

Moving forward, Steven J. Kemps, 44, SVP, General Counsel and Corporate

Secretary, will be promoted to EVP, General Counsel and Corporate Secretary, and will report directly to Engles. “Over the past two years, Steve has quickly learned our industry and proven himself to be a valuable business partner and a very capable leader,” said Engles.

Kemps joined Dean Foods as Deputy General Counsel in February 2006 and was promoted to General Counsel and Corporate Secretary in January 2008. From 1997 to 2006, Kemps held various positions of increasing responsibility in the legal department at Kimberly-Clark. In previous roles, he was an attorney with the law firm of Dorsey & Whitney and served as a clerk to a federal judge. Kemps is also a CPA and worked with KPMG.

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ABOUT DEAN FOODS

Dean Foods Company is the largest processor and distributor of milk and other dairy products in the United States. The Company sells milk and a full range of other dairy products under more than 50 well-known local and regional brands and a wide array of private labels. The Company’s WhiteWave-Morningstar division produces a variety of nationally branded dairy and dairy-related products, such as Horizon Organic ® dairy products, Silk ® soymilk, and International Delight ® coffee creamers. The division’s Rachel’s Organic ® brand is the largest organic milk brand and second largest organic yogurt brand in the United Kingdom.

CONTACT: Corporate Communications, Marguerite Copel, +1-214-721-1273; or Investor Relations, Barry Sievert, +1-214-303-3437

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