DEAN FOODS CO/
FORM OF CHANGE IN CONTROL AGREEMENT
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>5
<FILENAME>d03908exv10w18.txt
<DESCRIPTION>FORM OF CHANGE IN CONTROL AGREEMENT
<TEXT>
<PAGE>
                                                                 EXHIBIT 10.18


                           CHANGE IN CONTROL AGREEMENT


         THIS CHANGE IN CONTROL AGREEMENT (this "Agreement") is entered into
effective as of January 1, 2003, by and between DEAN FOODS COMPANY, a Delaware
corporation (together with its subsidiaries, the "Company"), and <<Executive>>
(the "Executive").

                                    RECITALS

         A. The Board of Directors of the Company (the "Board") has determined
that the interests of the Company will be advanced by providing the key
executives of the Company with certain benefits in the event of the termination
of employment of any such executive in connection with or following a Change in
Control (as hereinafter defined).

         B. The Board believes that such benefits will enable the Company to
continue to attract and retain competent and qualified executives, will assure
continuity and cooperation of management and will encourage such executives to
diligently perform their duties without personal financial concerns, thereby
enhancing shareholder value and ensuring a smooth transition.

         C. The Executive is a key executive of the Company.

                                   AGREEMENTS

         NOW, THEREFORE, for good and valuable consideration, including the
mutual covenants set forth herein, the parties hereto agree as follows:

         1. DEFINITIONS. The following terms shall have the following meanings
for purposes of this Agreement.

         "AFFILIATE" means any entity controlled by, controlling or under common
control with, a person or entity.

         "ANNUAL PAY" means the sum of (i) an amount equal to the annual base
salary rate payable to the Executive by the Company at the time of termination
of his or her employment plus (ii) an amount equal to the target bonus
established for the Executive for the Company's fiscal year in which his or her
termination of employment occurs.

         "CAUSE" means the Executive's (i) willful and intentional material
breach of this Agreement, (ii) willful and intentional misconduct or gross
negligence in the performance of, or willful neglect of, the Executive's duties,
which has caused material injury (monetary or otherwise) to the Company, or
(iii) conviction of, or plea of nolo contendere to, a felony; provided, however,
that no act or omission shall constitute "Cause" for purposes of this Agreement
unless the Board or the Chairman of the Board provides to the Executive (a)
written notice clearly and fully describing the particular acts or omissions
which the Board or the Chairman of the Board reasonably believes in good faith
constitutes "Cause" and (b) an opportunity, within thirty (30) days following
his or her receipt of such notice, to meet in person with the Board or the


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Chairman of the Board to explain or defend the alleged acts or omissions relied
upon by the Board and, to the extent practicable, to cure such acts or
omissions. Further, no act or omission shall be considered as "willful" or
"intentional" if the Executive reasonably believed such acts or omissions were
in the best interests of the Company.

         "CHANGE IN CONTROL" means (1) any "person" (as such term is used in
Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), but specifically excluding the Company, any wholly-owned subsidiary of
the Company and/or any employee benefit plan maintained by the Company or any
wholly-owned subsidiary of the Company) becomes the "beneficial owner" (as
determined pursuant to Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing thirty percent (30%) or
more of the combined voting power of the Company's then outstanding securities;
or (2) individuals who currently serve on the Board, or whose election to the
Board or nomination for election to the Board was approved by a vote of at least
two-thirds (2/3) of the directors who either currently serve on the Board, or
whose election or nomination for election was previously so approved, cease for
any reason to constitute a majority of the Board; or (3) the Company or any
subsidiary of the Company shall merge with or consolidate into any other
corporation, other than a merger or consolidation which would result in the
holders of the voting securities of the Company outstanding immediately prior
thereto holding immediately thereafter securities representing more than sixty
percent (60%) of the combined voting power of the voting securities of the
Company or such surviving entity (or its ultimate parent, if applicable)
outstanding immediately after such merger or consolidation; or (4) the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, or such a plan is commenced.

         "CODE" means the Internal Revenue Code of 1986, as amended.

         "CONFIDENTIAL INFORMATION" means all information, whether oral or
written, previously or hereafter developed, acquired or used by the Company or
its subsidiaries and relating to the business of the Company and its
subsidiaries that is not generally known to others in the Company's area of
business, including without limitation trade secrets, methods or practices
developed by the Company or any of its subsidiaries, financial results or plans,
customer or client lists, personnel information, information relating to
negotiations with clients or prospective clients, proprietary software,
databases, programming or data transmission methods, or copyrighted materials
(including without limitation, brochures, layouts, letters, art work, copy,
photographs or illustrations). It is expressly understood that the foregoing
list shall be illustrative only and is not intended to be an exclusive or
exhaustive list of "Confidential Information."

         "GOOD REASON" means any of the following events occurring, without the
Executive's prior written consent specifically referring to this Agreement,
within two (2) years following a Change in Control:


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                  (1) (A) Any reduction in the amount of the Executive's Annual
         Pay, (B) any reduction in the amount of Executive's other incentive
         compensation opportunities, or (C) any significant reduction in the
         aggregate value of the Executive's benefits as in effect from time to
         time (unless in the case of either B or C, such reduction is pursuant
         to a general change in compensation or benefits applicable to all
         similarly situated employees of the Company and its Affiliates);

                  (2) (A) the removal of the Executive from the Executive's
         position as <<Position>> of the ultimate parent of the business of the
         Company or (B) any other significant reduction in the nature or status
         of the Executive's duties or responsibilities;

                  (3) transfer of the Executive's principal place of employment
         to a metropolitan area other than that of the Executive's place of
         employment immediately prior to the Change in Control; or

                  (4) failure by the Company to obtain the assumption agreement
         referred to in Section 7 of this Agreement prior to the effectiveness
         of any succession referred to therein, unless the purchaser, successor
         or assignee referred to therein is bound to perform this Agreement by
         operation of law.

         "TERMINATION PAY" means a payment made by the Company to the Executive
pursuant to Section 2(a)(ii) or Section 2(b)(ii) hereof.

         2. BENEFITS.

         (a) Involuntary or Constructive Termination. In the event that the
Executive's employment with the Company or its successor is terminated by the
Company or its successor without Cause or by the Executive for Good Reason in
connection with or within two years after a Change in Control, the Executive
shall be entitled to the following payments and other benefits:

                  (i) The Company shall pay to the Executive a cash payment in
         an amount equal to the sum of (A) the Executive's accrued and unpaid
         salary as of his or her date of termination of employment, plus (B) his
         or her accrued and unpaid bonus, if any, for the Company's prior fiscal
         year, plus (C) an amount equal to the greater of the following, paid on
         a pro rata basis for the portion of the year between January 1 and the
         date of the Executive's termination of employment: (x) Executive's
         target bonus for the year of termination, or (y) the actual bonus to
         which the Executive would be entitled in the year of termination, plus
         (D) reimbursement for all expenses reasonably and necessarily incurred
         by the Executive (in accordance with Company policy) prior to
         termination in connection with the business of the Company. This amount
         shall be paid on the date of the Executive's termination of employment.

                  (ii) The Company shall pay to the Executive a cash payment in
         an amount equal to three (3) times the Executive's Annual Pay. This
         amount shall be paid by the Company in accordance with Section 2(e)
         hereof.

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                  (iii) The Company shall pay to the Executive a cash payment in
         an amount equal to the sum of (A) the Executive's unvested account
         balance under the Company's 401(k) plan, and (B) three (3) times the
         amount of the most recent matching contribution that the Company paid
         into the Executive's 401(k) account. This amount shall be paid as soon
         as administratively practicable after the date of the Executive's
         termination of employment.

                  (iv) The Executive and his or her eligible dependents shall be
         entitled for a period of two (2) years following his or her date of
         termination of employment to continued coverage, on the same basis as
         similarly situated active employees, under the Company's group health,
         dental, long-term disability and life insurance plans as in effect from
         time to time (but not any other welfare benefit plans or any retirement
         plans); provided that coverage under any particular benefit plan shall
         expire with respect to the period after the Executive becomes covered
         under another employer's plan providing for a similar type of benefit.
         In the event the Company is unable to provide such coverage on account
         of any limitations under the terms of any applicable contract with an
         insurance carrier or third party administrator, the Company shall pay
         the Executive an amount equal to the cost of such coverage.

                  (v) The Company shall pay all costs and expenses, up to a
         maximum of $50,000, related to outplacement services for the Executive,
         the provider of which shall be selected by the Executive in his or her
         sole discretion. This amount shall be paid directly to the provider of
         such services.

         (b) Voluntary Termination. If, at any time during the 13th month after
a Change in Control, the Executive voluntarily terminates his or her employment
with the Company for any reason, the Executive shall be entitled to receive the
same payments and benefits as set forth in Sections 2(a)(i) through 2(a)(v)
hereof.

         (c) Accelerated Vesting. All of the Executive's unvested awards under
the Company's stock award plans shall automatically and immediately vest in full
upon the occurrence of a Change in Control.

         (d) No Duplication; Other Severance Pay. There shall be no duplication
of severance pay in any manner. In this regard, the Executive shall not be
entitled to Termination Pay hereunder for more than one position with the
Company and its Affiliates. If the Executive is entitled to any notice or
payment in lieu of any notice of termination of employment required by Federal,
state or local law, including but not limited to the Worker Adjustment and
Retraining Notification Act, the severance compensation to which the Executive
would otherwise be entitled under this Agreement shall be reduced by the amount
of any such payment in lieu of notice. If Executive is entitled to any severance
or termination payments under any employment or other agreement (other than
stock award agreements) with the Company or any of its Affiliates, the severance
compensation to which Executive would otherwise be entitled under this Agreement
shall be reduced by the amount of such payment. Except as set forth above, the
foregoing


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payments and benefits shall be in addition to and not in lieu of any payments or
benefits to which the Executive and his or her dependents may otherwise be
entitled to under the Company's compensation and employee benefit plans. Nothing
herein shall be deemed to restrict the right of the Company from amending or
terminating any such plan in a manner generally applicable to similarly situated
active employees of the Company and its Affiliates, in which event the Executive
shall be entitled to participate on the same basis (including payment of
applicable contributions) as similarly situated active executives of the Company
and its Affiliates.

            (e) Mutual Release. Termination Pay shall be conditioned upon the
execution by the Executive and the Company of a valid mutual release to be
prepared by the Company pursuant to which the Executive and the Company shall
each mutually release each other, to the maximum extent permitted by law, from
any and all claims either party may have against the other that relate to or
arise out of the employment or termination of employment of the Executive,
except such claims arising under this Agreement, any employee benefit plan, or
any other written plan or agreement (a "Mutual Release"). The full amount of
Termination Pay shall be paid in a lump sum in cash to the Executive within ten
(10) days following receipt by the Company of a Mutual Release which is properly
executed by the Executive; provided, however, that in the event applicable law
allows the Executive to revoke the Mutual Release for a period of time, and the
Mutual Release is not revoked during such period, the full amount of Termination
Pay shall be paid to the Executive following the expiration of such period.

         3. EXCISE TAXES.

            (a) Gross-Up Payment. Anything in this Agreement to the contrary
notwithstanding and except as set forth below, if it is determined that any
payment or distribution (a "Payment") by the Company to or for the benefit of
the Executive (whether paid or payable or distributed or distributable pursuant
to the terms of this Agreement or otherwise, but determined without regard to
any additional payments required under this Section 3) including, without
limitation, vesting of options, would be subject to the excise tax imposed by
Section 4999 of the Code, or if any interest or penalties are incurred by the
Executive with respect to such excise tax (such excise tax, together with any
such interest and penalties, being hereinafter collectively referred to as the
"Excise Tax"), then the Executive shall be entitled to receive an additional
payment (a "Gross-Up Payment") in an amount sufficient to pay all taxes
(including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any interest and penalties
imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment.

            (b) Calculation of Gross-Up Payment. Subject to the provisions of
paragraph (c) of this Section 3, all determinations required to be made under
this Section 3, including whether and when a Gross-Up Payment is required and
the amount of such Gross-Up Payment and the assumptions to be used in arriving
at such determination, shall be made by a certified public accounting firm
selected by the Company and reasonably acceptable to the Executive (the
"Accounting Firm"), which shall be retained to provide detailed supporting
calculations both to the Company and the Executive. If the Accounting Firm is
serving as accountant or auditor for the individual, entity or group effecting
the Change in Control, the Executive shall have the right

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to appoint another nationally recognized accounting firm to make the
determinations required hereunder (which accounting firm shall then be referred
to as the Accounting Firm hereunder). All fees and expenses of the Accounting
Firm shall be paid solely by the Company. Any Gross-Up Payment, as determined
pursuant to this Section 3, shall be paid by the Company to the Executive within
five (5) days of the receipt of the Accounting Firm's determination. Any
determination by the Accounting Firm shall be binding upon the Company and the
Executive. As a result of the uncertainty in the application of Section 4999 of
the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Gross-Up Payments which should have been made
will not have been made by the Company ("Underpayment"), consistent with the
calculations required to be made hereunder. If the Company exhausts its remedies
pursuant to paragraph (c) of this Section 3 and the Executive thereafter is
required to pay an Excise Tax in an amount that exceeds the Gross-Up Payment
received by the Executive the Accounting Firm shall determine the amount of the
Underpayment that has occurred and any such Underpayment shall be promptly paid
by the Company to or for the benefit of the Executive.

            (c) Contested Taxes. The Executive shall notify the Company in
writing of any claim by the Internal Revenue Service that, if successful, would
result in an Underpayment. Such notification shall be given as soon as
practicable but no later than ten (10) business days after the Executive is
informed in writing of such claim and shall apprise the Company of the nature of
such claim and the date on which such claim is requested to be paid or appealed.
The Executive shall not pay such claim prior to the expiration of the 30-day
period following the date on which it gives such notice to the Company (or such
shorter period ending on the date that any payment of taxes with respect to such
claim is due). If the Company notifies the Executive in writing prior to the
expiration of such period that it desires to contest such claim, the Executive
shall:

                        (i) give the Company any information reasonably
            requested by the Company relating to such claim,

                        (ii) take such action in connection with contesting such
            claims as the Company shall reasonably request in writing from time
            to time, including, without limitation, accepting legal
            representation with respect to such claim by an attorney reasonably
            selected by the Company,

                        (iii) cooperate with the Company in good faith in order
            to effectively contest such claim, and

                        (iv) permit the Company to participate in any
            proceedings relating to such claim;

            provided, however, that the Company shall bear and pay directly all
costs and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a result of such

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representation and payment of costs and expenses. Without limitation on the
foregoing provisions of this paragraph (c), the Company shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forego any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Executive to pay the tax claimed and sue for a
refund or to contest the claim in any permissible manner, and the Executive
agrees to prosecute such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more appellate
courts, as the Company shall determine; provided, however, that if the Company
directs the Executive to pay such claim and sue for a refund, the Company shall
advance the amount of such payment to the Executive, on an interest-free basis,
and shall indemnify and hold the Executive harmless, on an after-tax basis, from
any Excise Tax or income tax (including interest or penalties with respect
thereto) imposed with respect to such advance or with respect to any imputed
income with respect to such advance; and further provided that any extension of
the statute of limitations relating to payment of taxes for the taxable year of
the Executive with respect to which such contested amount is claimed to be due
is limited solely to such contested amount. Furthermore, the Company's control
of the contest shall be limited to issues with respect to the amount of the
Gross-Up Payment, and the Executive shall be entitled to settle or contest, as
the case may be, any other issue raised by the Internal Revenue Service or any
other taxing authority.

            (d) Refunds. If, after the receipt by the Executive of an amount
advanced by the Company pursuant to this Section 3, the Executive becomes
entitled to receive any refund with respect to such claim, the Executive shall
promptly pay to the Company the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto).

         4. CERTAIN COVENANTS BY THE EXECUTIVE.

            (a) Covenant Not to Compete. In consideration of the payments made
to the Executive pursuant to this Agreement, the Executive shall not during the
term of his or her employment with the Company and for a period of two years
after termination of the Executive's employment with the Company, directly or
indirectly, become associated with (whether as owner, partner, stockholder,
joint venturer, manager, investor, employee, consultant, independent contractor
or agent) any business engaged in the manufacture, distribution or sale of fluid
dairy products anywhere in the United States with gross annual revenues equal to
or greater than $500 million (provided that the Executive shall not be
restricted hereby from owning or acquiring 5% or less of the outstanding voting
securities of a public company), provided that, the foregoing restriction will
terminate immediately if the Executive's employment with the Company is
terminated by the Company without Cause or by the Executive for Good Reason. The
foregoing provision is not intended to override, supercede, reduce, modify or
affect in any manner any other noncompetition covenant or agreement entered into
between Executive and the Company or any of its Affiliates. Any such covenant or
agreement shall remain in full force and effect in accordance with its terms.

            (b) Protection of Confidential Information. The Executive agrees
that he or she will not at any time during or following his or her employment by
the Company, without the

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Company's prior written consent, divulge any Confidential Information to any
other person or entity or use any Confidential Information for his or her own
benefit. Upon termination of employment, for any reason whatsoever, regardless
of whether either party may be at fault, the Executive will return to the
Company all physical Confidential Information in the Executive's possession.


            (c) Nondisclosure of Agreement. The Executive agrees, at all times
during his or her employment by the Company, not to disclose or discuss in any
manner (whether to individuals inside or outside the Company), the existence or
terms of, this Agreement without the prior written consent of the Company,
except to the extent required by law.

            (d) Non-Solicitation of Employees. The Executive agrees, for so long
as the Executive remains employed by the Company, and for a period of two years
following the termination of the Executive's employment, that the Executive
shall not, either for the Executive's own account, or on behalf of any other
person or entity, solicit, suggest or request that any other person employed by
the Company or one of its Affiliates leave such employment for the purpose of
becoming employed by the Executive or any other person or entity.

            (e) Nondisparagement. The Executive and the Company agree that, for
so long as the Executive remains employed by the Company, and for a period of
two years following the termination of the Executive's employment, neither the
Executive nor the Company will make or authorize any public statement, whether
orally or in writing, that disparages the other party hereto with respect to
such other party's business interests or practices; provided, that neither party
shall be restricted in connection with statements made in context of any
litigation, arbitration or similar proceeding involving the other party hereto.

            (f) Extent of Restrictions. The Executive acknowledges that the
restrictions contained in this Section 4 correctly set forth the understanding
of the parties at the time this Agreement is entered into, are reasonable and
necessary to protect the legitimate interests of the Company, and that any
violation will cause substantial injury to the Company. In the event of any such
violation, the Company shall be entitled, in addition to any other remedy, to
preliminary or permanent injunctive relief. If any court having jurisdiction
shall find that any part of the restrictions set forth in this Agreement are
unreasonable in any respect, it is the intent of the parties that the
restrictions set forth herein shall not be terminated, but that this Agreement
shall remain in full force and effect to the extent (as to time periods and
other relevant factors) that the court shall find reasonable.

         5. TAX WITHHOLDING. All payments to the Executive under this Agreement
will be subject to the withholding of all applicable employment and income
taxes.

         6. SEVERABILITY. In the event that any provision or portion of this
Agreement shall be determined to be invalid or unenforceable for any reason, the
remaining provisions of this Agreement shall be unaffected thereby and shall
remain in full force and effect.

         7. SUCCESSORS. This Agreement shall be binding upon and inure to the
benefit of the Company and any successor of the Company. The Company will
require any successor to all or


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substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no succession had taken
place.

         8. ENTIRE AGREEMENT. By executing this Agreement, the Executive agrees
that any and all agreements executed between the Company (or any subsidiary of
the Company or any predecessor of the Company or any subsidiary of the Company)
and the Executive prior to the date hereof regarding benefits resulting from a
Change in Control are hereby nullified and cancelled in their entirety, and this
Agreement shall substitute for and fully replace any such prior agreements. This
Agreement shall constitute the entire agreement between the parties hereto with
respect to the subject matter hereof. This Agreement may not be modified in any
manner except by a written instrument signed by both the Company and the
Executive.

         9. NOTICES. Any notice required under this Agreement shall be in
writing and shall be delivered by certified mail return receipt requested to
each of the parties as follows:

                           To the Executive:

                           <<Executive>>
                           <<Address1>>
                           <<Address2>>

                           To the Company:

                           DEAN FOODS COMPANY
                           2515 McKinney Avenue, Suite 1200, LB 30
                           Dallas, Texas 75201
                           Attn.:  General Counsel
                           Tel.: 214-303-3400
                           Fax: 214-303-3499

         10. GOVERNING LAW. The provisions of this Agreement shall be construed
in accordance of the laws of the State of Delaware, except to the extent
preempted by ERISA or other federal laws, as applicable, without reference to
the conflicts of laws provisions thereof.



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         IN WITNESS WHEREOF, the Executive and the Company have executed this
Agreement as of the date and year first above written.

                                    DEAN FOODS COMPANY




                                     Name:
                                           -------------------------------------
                                    Title:
                                           -------------------------------------

                                           -------------------------------------



                                           -------------------------------------
                                           <<Executive>>


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