THIS SEVERANCE AGREEMENT (this "Agreement") is made as of January 1, 1999, by and between SUIZA
FOODS CORPORATION, a Delaware corporation (together with its subsidiaries, the "Company"), and Ron
Justice (the "Executive").
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 Franklin Plastics, Inc. ("Franklin") a subsidiary of the Company.
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 i