SunOpta Inc. (Form: 8-K, Received: 04/02/2019 09:45:13)

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): March 29, 2019

SUNOPTA INC.
(Exact name of registrant as specified in its charter)

Canada	001-34198	Not Applicable
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification
incorporation)		No.)

2233 Argentia Road, Suite 401
Mississauga, Ontario, L5N 2X7, Canada
(Address of Principal Executive Offices)

(905) 821-9669
(Registrant's telephone number, including area code)

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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

[ ] 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 April 1, 2019, SunOpta Inc. (the “Company”) announced the appointment of Joseph D. Ennen as Chief Executive Officer (“CEO”) of the Company. Mr. Ennen was also appointed to the board of directors of the Company (the “Board”). Katrina L. Houde, who had been serving as the Company’s interim CEO, stepped down as interim CEO as of April 1, 2019 and continues to serve as a member of the Board.

Mr. Ennen, age 52, served as President and CEO of Columbus Manufacturing, a food processing company specializing in artisanal salami and other prepared delicatessen meats, from early 2015 until its sale to Hormel Foods in December 2017. Before joining Columbus Manufacturing, Mr. Ennen was Senior Vice President and General Manager of Own Brands at Safeway, Inc., a leading supermarket chain, from 2009-2015. Prior to Safeway, Mr. Ennen spent four years as an executive at Pepsico/Frito Lay Division, including Group Vice President, Innovation and Vice President Marketing, Core Brands. Previously, Mr. Ennen held various leadership roles and general management, marketing and finance positions with ConAgra Foods, Kellogg’s Company and General Mills. Mr. Ennen graduated from the University of Minnesota with a Bachelor of Science degree in business (Finance and Marketing majors) and an MBA (with concentrations in Marketing and Corporate Strategy) from the University of Michigan.

In connection with Mr. Ennen’s appointment as CEO of the Company, the Company entered into an employment agreement (“Employment Agreement”) with Mr. Ennen, which sets forth terms and conditions of his employment. The Employment Agreement, which was approved on March 29, 2019, has an effective date of April 1, 2019. Pursuant to the Employment Agreement, Mr. Ennen will receive a base salary of at least $700,000 annually (subject to annual review by the Board). Mr. Ennen will also be eligible to receive an annual bonus based upon a target bonus amount of at least 125% of his base salary, upon achieving one or more pre-established performance goals to be determined by the Board or the Compensation Committee of the Board (the “Compensation Committee”).

Additionally, as part of the Employment Agreement, the Company and Mr. Ennen entered into the following agreements (collectively, the “Award Agreements”), providing for the grant of one-time equity awards to Mr. Ennen: (i) a Restricted Stock Award Agreement; (ii) a Stock Option Award Agreement; and (iii) a Performance Share Unit Award Agreement.

Under the Restricted Stock Award Agreement, the Company granted Mr. Ennen 297,619 restricted stock units (the “Special RSUs”) as of April 1, 2019. The Special RSUs will vest in three equal annual installments beginning April 1, 2020. Each vested Special RSU will entitle Mr. Ennen to receive one common share of the Company.

Under the Stock Option Award Agreement, the Company granted Mr. Ennen 960,061 time-based stock options (the “Special Stock Options”) as of April 1, 2019. The vesting of the Special Stock Options is subject to Mr. Ennen’s continued employment with the Company through April 1, 2022. Each vested Special Stock Option will entitle Mr. Ennen to purchase one common share of the Company at an exercise price of $3.36, which is equal to the closing price of the Company’s common shares as reported on the NASDAQ Global Select Market on April 1, 2019.

The Performance Share Unit Award Agreement grants Mr. Ennen 1,785,714 performance stock units (the “Special Performance Units”) as of April 1, 2019. The vesting of the Special Performance Units is subject to (i) Mr. Ennen’s continued employment with the Company through December 31, 2022 (the “Performance Period”); and (ii) the satisfaction of certain fiscal year EBITDA (50% weight) and stock price (50% weight) performance conditions during the Performance Period. For the EBITDA performance conditions, 297,619 of the Special Performance Units will vest upon the Company achieving annual adjusted EBITDA of $80,000,000, another 297,619 will vest upon the Company achieving annual adjusted EBITDA of $110,000,000, and the final 297,619 will vest upon the Company achieving annual adjusted EBITDA of $140,000,000, and subject to continued employment through the end of the fiscal year the EBITDA performance condition is achieved. For the stock price performance conditions, 297,619 of the Special Performance Units will vest upon achieving a volume weighted average trading stock price of $5.00 per share, another 297,619 will vest upon achieving a stock price of $9.00 per share, and the final 297,619 will vest upon achieving a stock price of $14.00 per share, in each case for 20 consecutive trading days and subject to continued employment through the date the stock price performance condition is achieved. Each vested Special Performance Unit will entitle Mr. Ennen to receive one common share of the Company without payment of additional consideration.

The Company will issue additional Special RSUs, which will vest in three equal annual installments beginning April 1, 2020, equal to the number of common shares, not to exceed $1,000,000, purchased by Mr. Ennen on the open market within sixty (60) calendar days after his employment begins, with the value per share for this purpose equal to the average cost per share paid by Mr. Ennen in making such purchases. The Board of Directors approved the terms and conditions of the equity awards and the Award Agreements as inducement equity awards outside the Company’s 2013 Stock Incentive Plan, in accordance with NASDAQ Listing Rule 5635(c)(4).

The Employment Agreement also provides that, although Mr. Ennen will be employed on an at-will basis, if his employment is terminated by the Company without cause or by Mr. Ennen for good reason, he will be entitled to receive (i) any accrued but unpaid base salary and unpaid annual bonuses from prior years; (ii) a lump sum payment of up to two times his then-current base salary, plus, his target bonus for the current year; and (iii) the immediate vesting of any unvested Special RSUs and only if Mr. Ennen terminated his employment for good reason all of the Special Stock Options. The Employment Agreement also provides benefits in the event of death or total disability.

In addition to the compensation and equity terms set forth in the Employment Agreement, the Employment Agreement contains customary covenants on confidentiality, non-competition and non-solicitation.

The descriptions of the Employment Agreement and the Award Agreements are qualified in their entirety by the complete terms and conditions of the documents, each of which is filed as exhibit to this report.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.	Description

10.1	Employment Agreement, effective March 29, 2019, between SunOpta Inc. and Joseph D. Ennen.

10.2	Restricted Stock Award Agreement, dated effective April 1, 2019, between SunOpta Inc. and Joseph D. Ennen.

10.3	Stock Option Award Agreement, dated effective April 1, 2019, between SunOpta Inc. and Joseph D. Ennen.

10.4	Performance Share Unit Award Agreement, dated effective April 1, 2019, between SunOpta Inc. and Joseph D. Ennen.

99.1	Press Release, dated April 1, 2019, announcing the appointment of Joseph D. Ennen as Chief Executive Officer.

99.2	Press Release, dated April 2, 2019, reporting inducement grants pursuant to NASDAQ Listing Rule 5635(c)(4) to Joseph D. Ennen .

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.

	SUNOPTA INC.


	By:	/s/ Jill Barnett
		Jill Barnett
		Vice President and General Counsel

	Date:	April 2, 2019

Exhibit 10.2

RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit Award Agreement (the " Agreement ") is entered into as of April 1, 2019 (the " Award Date ") by and between SunOpta Inc., a Canadian corporation (the " Company "), and Joseph D. Ennen (the " Recipient ").

IN CONSIDERATION of the mutual covenants and agreements set forth in this Agreement, the parties agree to the following:

1. Award and Terms of Restricted Stock Units. The Company awards to the Recipient 297,619 restricted stock units (the " Award "), subject to the restrictions, terms and conditions set forth in this Agreement and the Employment Agreement. This Award is not, and shall not be deemed to be, granted under or subject to the terms of the Company's Amended 2013 Stock Incentive Plan or any other plan. This Award is granted pursuant to the terms of the Executive Employment Agreement dated March 29, 2019 between the Company and the Recipient (the " Employment Agreement ") and in the event of any inconsistency between this Agreement and the Employment Agreement as to timing of vesting or any other provision, the terms of the Employment Agreement shall control and apply.

(a) Rights under Restricted Stock Units . A restricted stock unit (an " RSU ") represents the unfunded, unsecured right to require the Company to deliver to the Recipient one common share of the Company (" Common Shares ") for each RSU.

(b) Vesting Dates. The RSUs awarded under this Agreement shall initially be 100% unvested and subject to forfeiture. One-third of the RSUs shall vest on each of the first three (3) anniversaries of the Award Date (each, a " Vesting Date ") if the Recipient is an employee of the Company on that Vesting Date and has been employed by the Company continuously from the Award Date to that Vesting Date.

(c) Termination of Employment. Except as provided in (i), (ii) and (iii) below and the Employment Agreement, if Recipient's employment by the Company is terminated at any time prior to the final Vesting Date, the Recipient shall not be entitled to receive any shares underlying any RSUs that are not vested as of the date of termination.

(i) Total Disability . If the Recipient's employment with the Company is terminated at any time prior to the final Vesting Date because of Total Disability (as defined in the Employment Agreement), all unvested RSUs shall immediately vest upon the determination of Total Disability and be settled in accordance with the terms of this Agreement.

(ii) Death. If the Recipient's employment with the Company is terminated at any time prior to the final Vesting Date because of death, all unvested RSUs shall immediately vest as of the date of death and be settled in accordance with the terms of this Agreement.

(iii) Termination without Cause or for Good Reason. If the Recipient's employment by the Company is terminated by the Company without Cause or by the Recipient for Good Reason at any time prior to the final Vesting Date, the RSUs shall be treated in accordance with Section 5.3 of the Employment Agreement. If

a Release is not executed by the Recipient in accordance with the Employment Agreement or any other applicable provision of the Employment Agreement is not complied with by the Recipient prior to the effective date of the Release, the Recipient shall not be entitled to receive any shares underlying any RSUs that are not vested as of the date of employment termination. For the purposes of this Agreement, "Cause," "Good Reason" and "Release" shall have the meanings set forth in Employment Agreement.

(d) Restrictions on Transfer . The Recipient may not sell, transfer, assign, pledge or otherwise encumber or dispose of the RSUs subject to this Agreement. The Recipient may designate beneficiaries to receive any Common Shares to which the Recipient is entitled under this Agreement if the Recipient dies before delivery of such Common Shares by so indicating on a form supplied by the Company. If the Recipient fails to designate a beneficiary, such Common Shares shall be delivered as directed by the personal representative of the Recipient's estate.

(e) No Voting Rights or Dividends . The Recipient shall have no rights as a shareholder with respect to the RSUs or the Common Shares underlying the RSUs until the underlying Common Shares are issued to the Recipient. The Recipient will not be entitled to receive cash payments representing any cash dividends paid with respect to the Common Stock underlying the RSUs.

(f) Delivery Date for the Shares Underlying the RSUs . Following each Vesting Date of the RSUs, the Company shall issue shares underlying the vested RSUs to the Recipient on a date determined by the Company within 60 days of such vesting; provided, however, that if the Recipient is obligated to deliver a Release in accordance with Section 1(c)(iii) and if the Recipient's Termination Date (as defined and determined pursuant to the Employment Agreement) occurs during the last 40 days of the calendar year, the payment shall in no event be made earlier than the first business day of the succeeding calendar year.

(g) Taxes and Tax Withholding.

(i) The Award is subject to applicable tax withholding. Prior to any relevant taxable or tax withholding event, as applicable, the Recipient agrees to make adequate arrangements satisfactory to the Company to satisfy all federal, state, provincial and other tax withholding obligations. In this regard, the Recipient authorizes the Company and its agents, at their discretion, to satisfy applicable withholding obligations by one or a combination of the following:

(1) withholding from the Recipient's other cash compensation paid by the Company; or

(2) withholding from proceeds of the sale of Common Shares acquired upon vesting/settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company on the Recipient's behalf pursuant to this authorization; or

(3) withholding in Common Shares to be issued upon vesting/settlement of the RSUs.

(ii) If the withholding obligation is satisfied by withholding Common Shares, for tax purposes the Recipient will be deemed to have been issued the full number of Common Shares subject to the vested RSUs, notwithstanding that a number of the Common Shares are held back solely for the purpose of satisfying the withholding.

(iii) The Recipient agrees to pay to the Company any amount the Company may be required to withhold as a result of this award that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares if the Recipient fails to comply with these obligations.

(iv) The Recipient acknowledges and agrees that no election under Section 83(b) of the Internal Revenue Code of the United States can or will be made with respect to the RSUs.

(h) Stock Splits, Stock Dividends. If the outstanding Common Shares of the Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any stock split, combination of shares, dividend payable in shares, recapitalization or reclassification, appropriate adjustment shall be made by the Company in the number and kind of shares subject to the RSUs so that the Recipient's proportionate interest before and after the occurrence of the event is maintained. Securities issued in respect of or exchanged for shares issued hereunder that are subject to restrictions (including vesting and forfeiture provisions) shall be subject to similar restrictions unless otherwise determined by the Board of Directors in its discretion. Notwithstanding the foregoing, the Company shall have no obligation to effect any adjustment that would or might result in the issuance of fractional shares, and any fractional shares resulting from any adjustment may be disregarded or provided for in any manner determined by the Company. Any such adjustments made by the Company shall be conclusive.

(i) Mergers, Etc. If, while any unvested RSUs are outstanding, there shall occur a merger, consolidation, amalgamation or plan of exchange, in each case involving the Company pursuant to which outstanding Common Shares are converted into cash or other stock, securities or property (each, a " Transaction "), the Board of Directors, may, in its sole discretion, provide that the unvested RSUs shall be treated in accordance with any of the following alternatives:

(i) The RSUs shall be converted into restricted stock units to acquire stock of the surviving or acquiring corporation in the Transaction (with the vesting schedule applicable to the RSUs continuing with respect to the replacement award, unless otherwise accelerated as determined by the Board of Directors in its sole discretion), with the amount and type of shares subject thereto to be conclusively determined by the Board of Directors, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be held by holders of shares following the Transaction, and disregarding fractional shares;

(ii) The RSUs shall be cancelled effective immediately prior to the consummation of the Transaction, and, in full consideration of the cancellation, the Company or the surviving or acquiring company shall pay to the Recipient at the time the RSUs would otherwise have vested (unless otherwise accelerated by the terms of the Employment Agreement or as determined by the Board of Directors in its sole discretion), with payment subject to continued employment of the Recipient by the Company or any acquiring or surviving company through such vesting date, an amount in cash, for each unvested RSU, equal to the value, as determined by the Board of Directors, of the Common Shares subject to the unvested RSUs, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be held by holders of Common Shares following the Transaction or other consideration paid in the transaction to holders of Common Shares; or

(iii) The RSUs shall become vested in full and all unissued shares subject to the RSUs shall be issued immediately prior to the consummation of the Transaction.

In the event the Board of Directors opts that the remaining RSUs shall be treated in accordance with (i) above, then the surviving or acquiring corporation in the Transaction must agree to all relevant provisions of the Employment Agreement pertaining to the RSUs.

2. Miscellaneous .

(a) Entire Agreement; Amendment . This Agreement and the Employment Agreement constitute the entire agreement of the parties with regard to the subjects hereof and may be amended only by written agreement between the Company and Recipient.

(b) Electronic Delivery . The Recipient consents to the electronic delivery of any prospectus and any other documents relating to this Award in lieu of mailing or other form of delivery.

(c) Rights and Benefits . The rights and benefits of this Agreement shall inure to the benefit of and be enforceable by the Company's successors and assigns and, subject to the restrictions on transfer of this Agreement, be binding upon the Recipient's heirs, executors, administrators, successors and assigns.

(d) Further Action . The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

(e) Governing Law; Jurisdiction and Venue . This Agreement will be interpreted under the laws of the state of Minnesota, exclusive of choice of law rules. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the state of Minnesota.

(f) Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original.

SUNOPTA INC.

RECIPIENT

By: /s/ Jeff Gough

Name: Jeff Gough

Title: CHRO

/s/ Joseph D. Ennen

Joseph D. Ennen

Exhibit 10.3

STOCK OPTION AWARD AGREEMENT

This Stock Option Award Agreement (this "Agreement") is entered into as of April 1, 2019 (the "Award Date") by and between SunOpta Inc., a Canadian corporation (the "Company"), and Joseph D. Ennen (the "Optionee").

The Company and the Optionee agree as follows:

1. Grant . The Company hereby grants to the Optionee an option to purchase 960,061 common shares of the Company on the terms and conditions as set forth herein (the " Options "). The Options will not be treated as Incentive Stock Options as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and are therefore Non-Statutory Stock Options. The Options are not, and shall not be deemed to be, granted under or subject to the Company's Amended 2013 Stock Incentive Plan or any other plan. The Options are granted pursuant to the terms of the Executive Employment Agreement dated March 29, 2019 between the Company and the Optionee (the " Employment Agreement ") and in the event of any inconsistency between this Agreement and the Employment Agreement as to timing of vesting or any other provision, the terms of the Employment Agreement shall control and apply.

2. Exercise Price . The exercise price of the Option is $3.36 per share (the " Exercise Price ").

3. Vesting . The Options will vest on the third anniversary of Optionee's first day of employment subject to the Optionee's continued employment during the entire vesting period, except as otherwise provided in Section 6 or the Employment Agreement.

4. Time of Exercise of Option. Except as provided in Section 6, the Option may not be exercised prior to the vesting date set forth in Section 2. Following such date and until it expires or is terminated as provided in Sections 6 or 11, this Option may be exercised from time to time to purchase whole shares.

5. Expiration Date. The Options shall expire on April 1, 2029 unless earlier terminated pursuant to the provisions hereof (the " Expiration Date ").

6. Termination of Employment .

6.1 General Rul e. Except as provided in this Section 6 or the Employment Agreement, the Options may not be exercised unless at the time of exercise the Optionee is employed by the Company and shall have been so employed continuously from the Award Date through the end of the vesting period. For purposes of this Agreement, the Optionee is considered to be employed by the Company if the Optionee is employed by the Company or any parent or subsidiary of the Company (an "Employer").

6.2 Termination Generally . If the Optionee's employment by the Company terminates for any reason other than as provided in Sections 6.3 or 6.4 below, the Options may be exercised at any time before the Expiration Date or the expiration of 90 days after the date of termination, whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the Option at the date of termination, and all unvested Options shall be forfeited and canceled.

6.3 Total Disability . If the Optionee's employment with the Company is terminated at any time because of Total Disability (as defined in the Employment Agreement), any unvested Options shall immediately vest as of the date of termination and the Options may be exercised at any time before the Expiration Date or the expiration of 12 months after the date of termination, whichever is the shorter period.

6.4 Death . If the Optionee's employment with the Company is terminated at any time because of death, any unvested Options shall immediately vest as of the date of termination and the Options may be exercised at any time before the Expiration Date or the expiration of 12 months after the date of termination, whichever is the shorter period, and only by the Optionee's personal representative or the person or persons to whom the Optionee's rights under the Options shall pass by the Optionee's will or by the laws of descent and distribution of the state or country of domicile at the time of death.

6.5 Failure to Exercise Options . To the extent that following termination of employment, the Options are not exercised within the applicable periods described above (or the Employment Agreement, if applicable), all further rights to purchase shares pursuant to the Options shall cease and terminate.

7. Leave of Absence . Absence on leave approved by the Employer or on account of illness or disability shall not be deemed a termination or interruption of employment. Vesting of the Options shall continue during a medical, family or military leave of absence, whether paid or unpaid, and vesting of the Options shall be suspended during any other unpaid leave of absence.

8. Method of Exercise of Option; Tax Withholding. The Options may be exercised by notice from the Optionee to the Company through the Company's third-party administrator, which is currently Solium Shareworks, of the Optionee's binding commitment to purchase shares, specifying the number of shares the Optionee desires to purchase under the Options, which may not be more than 30 days after delivery of the notice, and, if required to comply with the Securities Act of 1933, containing a representation that it is the Optionee's intention to acquire the shares for investment and not with a view to distribution. On or before the date specified for completion of the purchase, the Optionee must pay the Company the full purchase price of those shares in cash or by certified check, or in whole or in part in common shares of the Company valued at fair market value. The fair market value of common shares provided in payment of the purchase price shall be the closing price of the common shares last reported on Nasdaq before the time payment in common shares are made or, if earlier, committed to be made, if the Common Stock is publicly traded, or another value of the common shares as specified by the Company. No shares shall be issued until full payment for the shares has been made, including all amounts owed for tax withholding. The Optionee shall, immediately upon notification of the amount due, if any, pay to the Company in cash or by certified check amounts necessary to satisfy any applicable federal, state and local tax withholding requirements. If additional withholding is or becomes required beyond any amount deposited before delivery of the electronic transfer of the shares, the Optionee shall pay such amount to the Company, in cash or by certified check, on demand. If the Optionee fails to pay the amount demanded, the Company or the Employer may withhold that amount from other amounts payable to the Optionee, including salary, subject to applicable law.

9. Nontransferability. Except as provided in this Section 9 the Options are nonassignable and nontransferable by the Optionee, either voluntarily or by operation of law, and during the Optionee's lifetime, the Options are exercisable only by the Optionee. The Options may be transferred by will or by the laws of descent and distribution of the state or country of the Optionee's domicile at the time of death.

10. Stock Splits, Stock Dividends . If the outstanding common shares of the Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any stock split, combination of shares, dividend payable in shares, recapitalization or reclassification, appropriate adjustment shall be made by the Company in (i) the number and kind of shares subject to the Options, or the unexercised portion thereof, and (ii) the Exercise Price per share, so that the Optionee's proportionate interest before and after the occurrence of the event is maintained. Notwithstanding the foregoing, the Company shall have no obligation to effect any adjustment that would or might result in the issuance of fractional shares, and any fractional shares resulting from any adjustment may be disregarded or provided for in any manner determined by the Company. Any such adjustments made by the Company shall be conclusive.

11. Mergers, Etc. If, while any Options are outstanding, there shall occur a merger, consolidation, amalgamation, plan of exchange or other transaction, in each case involving the Company pursuant to which outstanding shares are converted into cash or other stock, securities or property (each, a " Transaction "), the Board of Directors, may, in its sole discretion, provide that the remaining outstanding Options shall be treated in accordance with any of the following alternatives:

(i) The remaining Options shall be converted into options to purchase stock of the surviving or acquiring corporation in the Transaction, which Options may not be exercised, in whole or in part, before the completion of the vesting period (unless otherwise accelerated as determined by the Board of Directors in its sole discretion) and shall be subject to continued employment of the Optionee by the Company or any acquiring or surviving company through such vesting date, for a total purchase price equal to the total price applicable to the unexercised portion of the Options, and with the amount and type of shares subject thereto and exercise price per share thereof to be conclusively determined by the Board of Directors, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be held by holders of common shares of the Company following the Transaction in accordance with Treas. Reg. § 1.409A-1(b)(5)(v)(D), and disregarding fractional shares;

(ii) The remaining Options shall be cancelled effective immediately prior to the consummation of the Transaction, and, in full consideration of the cancellation, the Company or any acquiring or surviving company shall pay to the Optionee upon the vesting date (unless otherwise accelerated by the terms of the Employment Agreement or as determined by the Board of Directors in its sole discretion), subject to continued employment of the Optionee by the Company or any acquiring or surviving company through such date, an amount in cash, for each share subject to the Options, equal to the excess of (A) the value, as determined by the Board of Directors, of the property (including cash and securities) received by the holder of a common share of the Company as a result of the transaction over (B) the Exercise Price; or

(iii) The remaining Options shall become exercisable for 100 percent of the shares subject to the Options effective as of the consummation of the Transaction, and the Board of Directors shall approve some arrangement by which the Optionee shall have a reasonable opportunity to exercise all such Options effective as of the consummation of the Transaction or otherwise realize the value of the Options, as determined by the Board of Directors. Any Options that are not exercised in accordance with procedures approved by the Board of Directors shall terminate.

In the event the Board of Directors opts that the remaining outstanding Options shall be treated in accordance with (i) above, then the surviving or acquiring corporation in the Transaction must agree to all relevant provisions of the Employment Agreement pertaining to the Options.

12. Conditions on Obligations. The Company shall not be obligated to issue common shares upon exercise of the Options if the Company is advised by its legal counsel that such issuance would violate applicable state or federal laws, including securities laws. The Company will use its reasonable best efforts to take steps required by state or federal law or applicable regulations in connection with issuance of shares upon exercise of the Options.

13. No Right to Employment . Nothing in this Agreement shall (i) confer upon the Optionee any right to be continued in the employment of an Employer or interfere in any way with the Employer's right to terminate the Optionee's employment at will at any time, for any reason, with or without cause, or to decrease the Optionee's compensation or benefits, or (ii) confer upon the Optionee any right to be retained or employed by the Employer or to the continuation, extension, renewal or modification of any compensation, contract or arrangement with or by the Employer.

14. Successors of Company. This Agreement shall be binding upon and shall inure to the benefit of any successor of the Company but, except as provided herein, the Option may not be assigned or otherwise transferred by the Optionee.

15. Rights as a Shareholder . The Optionee shall have no rights as a shareholder with respect to any shares of Common Stock until the date the Optionee becomes the holder or record of those shares. No adjustment shall be made for dividends or other rights for which the record date occurs before the date the Optionee becomes the holder of record.

16. Amendments . The Company may at any time amend this Agreement if the amendment does not adversely affect the Optionee and no amendment that does adversely affect the Optionee shall be valid or binding. Otherwise, this Agreement may not be amended without the written consent of the Optionee and the Company.

17. Governing Law; Jurisdiction and Venue. This Agreement will be interpreted under the laws of the state of Minnesota, exclusive of choice of law rules. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the state of Minnesota.

18. Complete Agreement . This Agreement and the Employment Agreement constitute the entire agreements between the Optionee and the Company, both oral and written concerning the matters addressed herein, and all prior agreements or representations concerning the matters addressed herein, whether written or oral, express or implied, are terminated and of no further effect.

19. Electronic Delivery of Prospectus . The Optionee consents to the electronic delivery of any prospectus and related documents relating to the Options in lieu of mailing or other form of delivery.

SUNOPTA INC.

RECIPIENT

By: / s/ Jeff Gough

Name: Jeff Gough

Title: CHRO

/s/ Joseph D. Ennen

Joseph D. Ennen

Exhibit 10.4

PERFORMANCE SHARE UNIT AWARD AGREEMENT

This Performance Share Unit Award Agreement (the " Agreement ") is entered into as of April 1, 2019 between SunOpta Inc., a Canadian corporation (the " Company "), and Joseph D. Ennen (the " Recipient ").

On April 1, 2019 (the " Award Date ") the Company's Board of Directors (the " Board ") authorized the grant of performance share units to Recipient pursuant to the terms of this Agreement. Recipient desires to accept the award subject to the terms and conditions of this Agreement. This award is not, and shall not be deemed to be, granted under or subject to the terms of the Company's Amended 2013 Stock Incentive Plan or any other plan. This award is granted pursuant to the terms of the Executive Employment Agreement dated March 29, 2019 between the Company and Recipient (the " Employment Agreement ") and in the event of any inconsistency between this Agreement and the Employment Agreement as to timing of vesting or any other provision, the terms of the Employment Agreement shall control and apply.

NOW, THEREFORE, the parties agree as follows:

1. Award . The Company grants to Recipient 1,785,714 performance share units (" PSUs ") with respect to the Company's common shares (" Common Shares "). Subject to the terms and conditions of this Agreement and the Employment Agreement, the Company shall issue to Recipient the number of Common Shares of the Company corresponding to the number of PSUs determined under this Agreement based on (a) the performance of the Company as described in Section 2 and (b) in the case of PSUs vesting pursuant Section 2.1, Recipient's continued employment through the date the applicable PSUs subject to such section vest, and in the case of PSUs vesting pursuant to Section 2.2, Recipient's continued employment through the end of the Performance Period (as defined below) (a " Vesting Event ") pursuant to Section 3.

2. Performance Conditions .

2.1 The vesting of 892,857 of the PSUs, if vesting occurs at all, is dependent on the Common Shares achieving a volume weighted average trading price set forth below in each case for 20 consecutive trading days (the " Stock Price Hurdles ") during the period commencing on the Award Date and ending on December 31, 2022 (the " Performance Period ") as provided herein; provided, however, that a Stock Price Hurdle shall also be met with respect to any previously unmet hurdles if the Company's Common Shares cease trading as a result of a Change of Control (as defined in the Employment Agreement) transaction in which holders of the Company's Common Shares receive per-share consideration with a value equal to or greater than such Stock Price Hurdle.

During the Performance Period, except as otherwise provided in Section 2.3 below in the event of a Change of Control (as defined in the Employment Agreement), PSUs shall vest on the achievement of each of the three Stock Price Hurdles (with each hurdle only being able to be achieved once for purposes of vesting), as follows, subject to Recipient's continued employment through the date a given Stock Price Hurdle is achieved:

Stock Price Hurdle	Number of PSUs That Will Vest
US$5.00	297,619 shares = incremental/Total
US$9.00	297,619 shares = Incremental; 595,238 shares = Total
US$14.00	297,619 shares = Incremental; 892,857shares = Total

Total Vested Shares	892,857

The Stock Price Hurdles will be subject to appropriate adjustment in the event of any share dividend, share split, combination or other similar recapitalization or any other event described in Section 6.1. If none of the Stock Price Hurdles are met, none of the PSUs dependent on Stock Price Hurdles will vest. If only the US$5.00 Stock Price Hurdle is met, only 297,619 PSUs dependent upon Stock Price Hurdles will vest. If the US$5.00 and US$9.00 Stock Price Hurdles are met, 595,238 PSUs dependent upon Stock Price Hurdles will vest. If all three Stock Price Hurdles are met, 892,857 PSUs will vest. The maximum aggregate number of PSUs that can vest under the Stock Price Hurdles is 892,857. Except as otherwise provided in Section 3, all vested PSUs shall be settled by the Company within 60 days of the date they vest, subject to continued employment through the applicable date of vesting, and all unvested PSUs shall be forfeited and cancelled. In the event of an unusual, extraordinary, non-recurring or similar event as referred to in Section 2.2, the Board will consider, in its reasonable discretion, making adjustments to the Stock Price Hurdles.

2.2 The vesting of 892,857 of the PSUs, if vesting occurs at all, is dependent on the Company achieving cumulative Adjusted EBITDA during fiscal years 2019 through 2022 (the " EBITDA Hurdles ") as provided herein.

During the Performance Period, except as otherwise provided in Section 2.3 below in the event of a Change of Control (as defined in the Employment Agreement), PSUs dependent upon EBITDA Hurdles shall vest at the end of the fiscal year in which each of the three EBITDA Hurdles is achieved (with each hurdle only being able to be achieved once for purposes of vesting), as follows, subject to Recipient's continued employment through the end of the fiscal year in which the applicable EBITDA Hurdle is achieved:

EBITDA Hurdle	Number of PSUs That Will Vest
US$80,000,000	297,619 shares = incremental/Total
US$110,000,000	297,619 shares = Incremental; 595,238 shares = Total
US$140,000,000	297,619 shares = Incremental; 892,857 shares = Total
Total Vested Shares	892,857

If none of the EBITDA Hurdles are met, none of the PSUs dependent upon EBITDA Hurdles will vest. If only the US$80,000,000 EBITDA Hurdle is met, only 297,619 PSUs dependent upon EBITDA Hurdles will vest. If the US$80,000,000 and US$110,000,000 EBITDA Hurdles are met, 595,238 PSUs dependent upon EBITDA Hurdles will vest. If all three EBITDA Hurdles are met, 892,857 PSUs will vest. Except as otherwise provided in Section 3, all vested PSUs shall be settled by the Company within 90 days following the delivery to the Company and acceptance by the Board of Directors of the Company's audited financial statements for each fiscal year during the Performance Period in which a EBITDA Hurdle is achieved, subject to continued employment through the end of the fiscal year in which the applicable EBITDA Hurdle is achieved, and all unvested PSUs shall be forfeited and cancelled.

"Adjusted EBITDA" for a given fiscal year will be calculated in the same manner, using the same adjustments, as adjusted EBITDA is publicly reported by the Company in its Form 10-K for such fiscal year and will be based on the Company's audited financial statements. If the Company ceases reporting adjusted EBITDA in its Form 10-K, then adjusted EBITDA will be calculated in the same manner, using the same adjustments, as calculated in the most recent Form 10-K containing adjusted EBITDA. Notwithstanding the foregoing, adjustments to Adjusted EBITDA may be made by the Board of Directors, in its reasonable discretion, in the event of the occurrence of unusual, extraordinary, non-recurring or other circumstances that, in the judgment of the Board of Directors, would cause the application of the existing performance goals or measures to fail to fairly reflect the performance of the Company. These circumstances may include acquisitions, divestitures, joint ventures, regulatory developments, tax law changes, accounting changes, restructuring or other special charges, and other occurrences.

2.3 In the event of a Change of Control (as defined in the Employment Agreement), unvested PSUs as of the date of the Change of Control will be interpolated as follows: if the actual performance of the performance conditions described above as of the end of the fiscal year immediately prior to the Change of Control date is between (a) first and second vesting levels, or (b) second and third vesting levels for the applicable Stock Price Hurdle or EBITDA Hurdle, the number of earned PSUs shall be equal to the product of: (i) the number of PSUs subject to the performance requirement; and (ii) the actual performance achievement, determined using straight line interpolation between the first vesting level and the second vesting level (or second vesting level and third vesting level, as applicable) rounded down to a whole number, less any PSUs previously earned based on achievement of a lower vesting level. Except as otherwise provided in Section 3, all vested PSUs shall be settled by the Company within 60 days of the date they vest, subject to continued employment through the applicable date of vesting, and all unvested PSUs shall be forfeited and cancelled.

3. Employment Condition .

3.1 Payout . In order to receive a payout of shares under this Agreement, Recipient must be employed by the Company continuously from the Award Date until the Vesting Event applicable to the underlying PSUs, except as provided in the Employment Agreement or Sections 3.2, 3.3 or 3.4 below. For purposes of this Agreement, Recipient is considered to be employed by the Company if Recipient is employed by the Company or any parent or subsidiary of the Company (an " Employer ").

3.2 Total Disability . If Recipient's employment with the Company is terminated at any time prior to a Vesting Event because of Total Disability (as defined in the Employment Agreement), any PSUs that are vested as of the Termination Date (as defined in the Employment Agreement), shall be settled in accordance with the terms of this Agreement.

3.3 Death . If Recipient's employment with the Company is terminated at any time prior to a Vesting Event because of death, any PSUs that are vested as of the Termination Date (as defined in the Employment Agreement), shall be settled in accordance with the terms of this Agreement.

3.4 Other Terminations . If Recipient's employment by the Company is terminated at any time prior to a Vesting Event and neither Section 3.2 or Section 3.3 applies to such termination, Recipient shall not be entitled to receive any shares under this Agreement that have not vested prior to the date of termination.

4. Payment . As soon as practicable following a Vesting Event, the Board shall determine the number, if any, of Common Shares, issuable pursuant to this Agreement. Subject to applicable tax withholding, such shares shall be issued to Recipient as soon as practicable following the Vesting Event. No fractional shares shall be issued and the number of shares deliverable shall be rounded down to the nearest whole share, and any remaining fractional shares shall be paid in cash. Notwithstanding anything hereinabove to the contrary, if either Section 3.2 or 3.3 requires an earlier award payout, a similar process shall be followed in accordance with the timing identified therein.

5. Tax Withholding.

5.1 Recipient acknowledges that on the date that shares underlying the PSUs are issued to Recipient, the fair market value of the Common Shares will be treated as ordinary compensation income for federal and state and provincial income tax purposes and employment tax purposes, and that the Company will be required to withhold taxes on these income amounts pursuant to Section 5.2 below.

5.2 Prior to any relevant taxable or tax withholding event, as applicable, Recipient agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all federal, state and other tax withholding obligations. In this regard, Recipient authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy applicable withholding obligations by one or a combination of the following:

(a) withholding from Recipient's or other cash compensation paid by the Company and/or the Employer; or

(b) withholding from proceeds of the sale of Common Shares acquired upon vesting/settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company on Recipient's behalf pursuant to this authorization; or

5.3 If the withholding obligation is satisfied by withholding in Common Shares, for tax purposes, Recipient is deemed to have been issued the full number of Common Shares subject to the vested PSUs, notwithstanding that a number of the Common Shares are held back solely for the purpose of paying the withholding.

5.4 Recipient agrees to pay to the Company or the Employer any amount the Company or the Employer may be required to withhold or account for as a result of this award that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares if Recipient fails to comply with these obligations.

6. Stock Splits, Stock Dividend; Mergers, Etc .

6.1 If the outstanding common shares of the Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any stock split, combination of shares, dividend payable in shares, recapitalization or reclassification, appropriate adjustment shall be made by the Company in the number and kind of shares subject to the PSUs, so that Recipient's proportionate interest before and after the occurrence of the event is maintained. Notwithstanding the foregoing, the Company shall have no obligation to effect any adjustment that would or might result in the issuance of fractional shares, and any fractional shares resulting from any adjustment may be disregarded or provided for in any manner determined by the Company. Any such adjustments made by the Company shall be conclusive.

6.2 Mergers, Reorganizations, Etc . If, while any unvested PSUs are outstanding, there shall occur a merger, consolidation, amalgamation or plan of exchange, in each case involving the Company pursuant to which outstanding Common Shares are converted into cash or other stock, securities or property (each, a " Transaction "), (i) all outstanding PSUs as to which the applicable vesting requirement set forth in Section 2 has not been satisfied as of the closing of the Transaction shall be forfeited and cancelled and (ii) the Board of Directors, may, in its sole discretion, provide that the remaining PSUs shall be treated in accordance with any of the following alternatives:

(a) The remaining PSUs shall be converted into restricted stock units to acquire stock of the surviving or acquiring corporation in the Transaction (unless otherwise accelerated as determined by the Board of Directors in its sole discretion) and shall be subject to continued employment of Recipient by the Company or any acquiring or surviving company through the Performance Period, with the amount and type of shares subject thereto to be conclusively determined by the Board of Directors, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be held by holders of common shares of the Company following the Transaction, and disregarding fractional shares, and the performance measures adjusted to reflect the circumstances of the Company or any acquiring or surviving corporation as conclusively determined by the Board of Directors;

(b) The remaining PSUs shall be cancelled effective immediately prior to the consummation of the Transaction, and, in full consideration of the cancellation, the surviving corporation shall pay to Recipient ), with payment subject to continued employment of Recipient by the Company or any acquiring or surviving corporation through the Performance Period (unless otherwise accelerated pursuant to Section 3 or the terms of the Employment Agreement), an amount in cash, for each remaining PSU assuming vesting at the 100% level, equal to the value, as determined by the Board of Directors, of the common shares subject to the unvested PSUs at the time of the closing of the Transaction, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be held by holders of common shares of the Company following the Transaction or other consideration paid in the Transaction to holders of common shares of the Company; or

(c) The remaining PSUs shall become vested in full and all unissued shares subject to the PSUs shall be issued immediately prior to the consummation of the Transaction.

In the event the Board of Directors opts that the remaining PSUs shall be treated in accordance with (a) above, then the surviving or acquiring corporation in the Transaction must agree to all relevant provisions of the Employment Agreement pertaining to the PSUs.

7. Section 409A . The awards granted pursuant to this Agreement are intended to be compliant with Section 409A of the Internal Revenue Code (" Section 409A ") and shall be interpreted consistent with such intent. Each of the Section 409A provisions of Section 7.3 of the Employment Agreement shall apply to the award.

8. No Right to Employment . Nothing contained in this Agreement and the Employment Agreement shall confer upon Recipient any right to be employed by the Company or to interfere in any way with the right of the Company to terminate Recipient's employment at any time for any reason, with or without cause.

9. Miscellaneous .

9.1 Entire Agreement; Amendment . This Agreement and the Employment Agreement constitute the entire agreements of the parties with regard to the subjects hereof and may be amended only by written agreement between the Company and Recipient.

9.2 Notices . Any notice required or permitted under this Agreement shall be in writing and shall be deemed sufficient when delivered personally to the party to whom it is addressed or when deposited into the United States or Canadian mail as registered or certified mail, return receipt requested, postage prepaid, addressed to the Company, Attention: General Counsel, at its principal executive offices or to Recipient at the address of Recipient in the Company's records, or at such other address as such party may designate by ten (10) days' advance written notice to the other party.

9.3 Assignment; Rights and Benefits . Recipient shall not assign this Agreement or any rights hereunder to any other party or parties without the prior written consent of the Company. The rights and benefits of this Agreement shall inure to the benefit of and be enforceable by the Company's successors and assigns and, subject to the foregoing restriction on assignment, be binding upon Recipient's heirs, executors, administrators, successors and assigns.

9.4 Further Action . The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

9.5 Applicable Law . The terms and conditions of this Agreement will be interpreted under the laws of the state of Minnesota, exclusive of choice of law rules. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the state of Minnesota.

9.6 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original.

SUNOPTA INC.

RECIPIENT

By: /s/ Jeff Gough

Name: Jeff Gough

Title: CHRO

/s/ Joseph D. Ennen

Joseph D. Ennen

Exhibit 99.1

FOR IMMEDIATE RELEASE

SUNOPTA INC. APPOINTS JOSEPH D. ENNEN AS CHIEF EXECUTIVE OFFICER

TORONTO-April 1, 2019- SunOpta Inc. ("SunOpta") (Nasdaq:STKL) (TSX:SOY), a leading global company focused on organic, non-genetically modified and specialty foods, today announced the appointment of Joseph D. Ennen as Chief Executive Officer, effective April 1, 2019. Interim CEO Katrina L. Houde will continue her position on SunOpta's Board of Directors, a position she has held since 2000, and will work closely with Mr. Ennen to ensure a seamless transition. In conjunction with this appointment, Mr. Ennen will also become a member of the SunOpta Board of Directors.

Mr. Ennen brings more than 30 years of extensive food and beverage experience, holding senior management positions at leading companies, including Columbus Manufacturing, Safeway, Pepsico/Frito Lay, ConAgra Foods, Kellogg's and General Mills . Throughout his career, Mr. Ennen has consistently demonstrated a successful record of delivering top and bottom-line results, by building high performing teams, leading change through his relentless focus on execution and his ability to achieve strategic, operational and financial objectives, while fostering positive relationships and confidence with all stakeholders . Mr. Ennen was most recently at Columbus Manufacturing, where he served as President, CEO from early 2015 until its sale to Hormel Foods in December 2017. During his three years at Columbus Manufacturing, Mr. Ennen grew revenue 35%, EBITDA 60%, improved gross margins 500 bps and generated 38% of sales from new and renovated items. Mr. Ennen led the company through a successful sale process to Hormel Foods, receiving an award for the middle market deal of the year in 2018. Prior to his role at Columbus Manufacturing, Mr. Ennen was Senior Vice President and General Manager of Own Brands for Safeway, where he led the $7 billion Own Brands group. Under his leadership, Mr. Ennen restructured the business model, rebuilt underperforming categories and launched over 900 new products annually. Mr. Ennen has a rich history of attacking cost structures, commercializing innovation and leading high performing teams to deliver consistent results.

Dean Hollis, Chairman of SunOpta, said, "We are pleased to announce the hiring of an extraordinarily talented, passionate and driven leader. Joe has a proven history of delivering results and a strong sense of urgency. We are confident Joe is the right person to continue our Value Creation Plan and lead the company to future growth. Joe's track record of attacking costs, improving margins, driving growth and commercializing a robust innovation agenda makes him the ideal leader for SunOpta."

Mr. Hollis continued, "On behalf of the Board, I would also like to thank Kathy Houde for her role as interim CEO during this transition period. We look forward to continuing to benefit from Kathy's experience as an ongoing member of the Board of Directors."

"I am honored to have been selected as the new CEO of SunOpta and look forward to partnering with the Board and the entire SunOpta team to deliver sustainable, long-term growth," said Mr. Ennen. "Over the last several years, I have thoroughly enjoyed the challenge of implementing high growth business plans and leveraging strategic board, investor and advisory relationships. I am committed to continuing the Value Creation Plan and confident that with our portfolio of on trend organic, non-GMO ingredients and products we can build a prosperous future for SunOpta and all of its stakeholders."

Joseph D. Ennen Biography

Joseph D. Ennen served as President, CEO of Columbus Manufacturing, a food processing company specializing in artisanal salami and other prepared delicatessen meats, from early 2015 until its successful sale to Hormel Foods in December 2017. Before joining Columbus Manufacturing, Mr. Ennen was Senior Vice President and General Manager of Own Brands at Safeway, Inc., a leading supermarket chain, from 2009-2015. Prior to Safeway, Mr. Ennen spent four years as an executive at Pepsico/Frito Lay Division, including Group Vice President, Innovation and Vice President Marketing, Core Brands. Previously, Mr. Ennen held various leadership roles and general management, marketing and finance positions with ConAgra Foods, Kellogg's Company and General Mills. Mr. Ennen graduated from the University of Minnesota with a Bachelor of Science degree in business (Finance and Marketing majors) and an MBA (with concentrations in Marketing and Corporate Strategy) from the University of Michigan.

About SunOpta Inc.

SunOpta Inc. is a leading global company focused on organic, non-genetically modified ("non-GMO") and specialty foods. SunOpta specializes in the sourcing, processing and packaging of organic and non-GMO food products, integrated from seed through packaged products; with a focus on strategic vertically integrated business models. SunOpta's organic and non-GMO food operations revolve around value-added grain, seed, fruit and vegetable-based product offerings, supported by a global sourcing and supply infrastructure.

Contact

Scott Van Winkle

ICR

617-956-6736

scott.vanwinkle@icrinc.com

Source: SunOpta Inc.

Exhibit 99.2

FOR IMMEDIATE RELEASE

SunOpta Inc. Reports Inducement Grants to CEO Joseph D. Ennen Under NASDAQ Listing Rule 5635(c)(4)

TORONTO—April 2, 2019— SunOpta Inc. ("SunOpta") (Nasdaq:STKL) (TSX:SOY), a leading global company focused on organic, non-genetically modified and specialty foods, today reported that in connection with the appointment of Joseph D. Ennen as Chief Executive Officer, effective April 1, 2019, the Company entered into an employment agreement with Mr. Ennen which provided for the grant of a stock option award, restricted stock award and performance stock award. These inducement awards were approved by the Compensation Committee of the SunOpta Board of Directors on March 29, 2019, and granted as an inducement equity award outside the Company's 2013 Stock Incentive Plan in accordance with NASDAQ Listing Rule 5635(c)(4).

SunOpta granted Mr. Ennen 297,619 restricted stock units, 960,061 time-based stock options and 1,785,714 performance stock units, effective on his first day of employment. SunOpta will issue additional restricted stock units to Mr. Ennen equal to the number of shares of common stock, not to exceed $1,000,000, purchased by Mr. Ennen in the open marked within a designated timeframe. The restricted stock units will vest in equal annual installments over three years, and each vested restricted stock unit will entitle Mr. Ennen to receive one common share of SunOpta. The stock options will vest on April 1, 2022 and will entitle Mr. Ennen to purchase one common share of SunOpta at an exercise price equal to the closing price of SunOpta’s common shares as reported on Nasdaq on April 1, 2019. The vesting of the performance stock units will be subject to the satisfaction of EBITDA and stock price performance conditions during the performance period beginning April 1, 2019 and ending December 31, 2022. Each vested performance stock unit will entitle Mr. Ennen to receive one common share of SunOpta without payment of additional consideration. Additional information regarding the awards and the terms of Mr. Ennen’s other compensation will be described in a Current Report on Form 8-K to be filed by SunOpta.

About SunOpta Inc.

Contact

Scott Van Winkle
ICR
617-956-6736
scott.vanwinkle@icrinc.com

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT made as of March 29, 2019 between Joseph D. Ennen (the “ Executive ”) and SunOpta Inc., a corporation existing under the laws of Canada (the “ Company ”);

WHEREAS effective as of April 1, 2019 (the “ Effective Date ”), the Company wishes to employ the Executive as the Chief Executive Officer of the Company pursuant to the terms and conditions set forth in this Agreement and the Executive wishes to be employed by the Company on such terms and conditions;

NOW, THEREFORE, in consideration of the mutual covenants, promises and obligations set forth herein, the parties agree as follows:

ARTICLE 1
TERM

The Executive’s employment hereunder shall be effective as of the Effective Date and, subject to Article 5, shall be for an indefinite term ending on the Termination Date (the “ Employment Term ”).

ARTICLE 2
POSITION AND DUTIES

2.1	Position.

	The Executive shall serve as the Chief Executive Officer of the Company, at all times reporting to the board of directors of the Company (the “ Board ”). In such position, the Executive shall have such duties, authority and responsibility as shall be determined from time to time by the Board, which duties, authority and responsibility are consistent with the Executive’s position. The Executive shall be an officer of the Company and serve as a director of the Company for no additional compensation and, if requested, also serve as an officer or director of any affiliate of the Company. On the Effective Date, the Executive and the Company will enter into a director and officer indemnification agreement in the Company’s standard form. In addition, the Company shall provide at its cost, directors and officers liability coverage for the Executive with a coverage limit that is consistent with what is provided to the officers and directors of the Company.

2.2	Duties.

	During the Employment Term, the Executive shall devote his full business time and attention to the performance of the Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise. Notwithstanding the foregoing, the Executive will be permitted to, with the prior not be unreasonably withheld or delayed, act or serve as a director, trustee or committee member written consent of the Board, which consent will of any civic or charitable organization, or a for-profit business not to exceed one for-profit board, as long as such activities are disclosed in writing to the Company in accordance with the Company’s Code of Conduct, and do not materially interfere with the performance of the Executive’s duties and responsibilities to the Company.

ARTICLE 3
PLACE OF PERFORMANCE

The principal place of the Executive’s employment shall be the Company’s U.S. head office currently located in Edina, Minnesota; provided that, the Executive may be required to travel on Company business during the Employment Term.

ARTICLE 4
COMPENSATION

4.1 Base Salary.

Commencing as of the Effective Date, the Company shall pay the Executive an annual rate of base salary of US$700,000, in periodic installments in accordance with the Company’s customary U.S. payroll practices, but no less frequently than monthly. The Executive’s base salary shall be reviewed annually by the Board and the Board: (i) may, but shall not be required to, increase the base salary during the Employment Term; and (ii) may not decrease the Base Salary during the Employment Term. The Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as “ Base Salary ”.

4.2 Annual Bonus.

(a) The Executive shall have the opportunity to earn an annual bonus (the amount actually earned, the “ Annual Bonus ”) equal to 125% of Base Salary (the amount available to be earned, the “ Target Bonus ”), based on the achievement of annual performance goals established by the Board of Directors (the “ Board ”). The Board does not have discretion to award the Executive an Annual Bonus that would result in the payment to the Executive of an amount that is greater than 250% of Base Salary.

(b) Except as otherwise provided in Article 5, (i) the Annual Bonus (including the Target Bonus) will be subject to the terms of the Company annual bonus plan under which it is granted, as such plan may be adopted and revised prospectively from time to time by the Board, and (ii) in order to be eligible to receive an Annual Bonus, the Executive must be employed by the Company on the date that Annual Bonuses are paid to other similarly situated executives of the Company. For this purpose, the Executive’s employment is deemed to cease on the Termination Date (as defined in Section 5.7) .

4.3 Equity Compensation.

(a) On the Effective Date, the Executive shall be granted special one-time awards of (i) a number of restricted stock units determined by dividing US$1,000,000 by the closing price of the Company’s common stock as reported on Nasdaq on the Executive’s first day of employment, or if there has been no sale on that date, on the last preceding date on which a sale occurred (the “ Closing Price ”) pursuant to and subject to the terms of the Restricted Stock Unit Award Agreement substantially in the form attached as Appendix A of this Agreement (the “ Special RSUs ”), (ii) a number of time-based stock options determined by dividing US$2,000,000 by the current Black/Scholes value of one option on the terms described herein with an exercise price equal to the Closing Price and subject to the terms of the Stock Option Award Agreement substantially in the form attached as Appendix B of this Agreement (the “ Special Options ”), and (iii) a number of performance share units determined by dividing US$4,000,000 by the Closing Price and subject to the terms of the Performance Share Unit Award Agreement substantially in the form attached as Appendix C of this Agreement (the “ Special PSUs ”).

(b) Additionally, the Company shall grant an additional number of restricted stock units (the “ Matching RSUs ”) equal to the number of shares of the Company’s common stock purchased by Executive on the open market within sixty (60) calendar days after Executive’s first day of employment, provided that the value of the Matching RSUs will not exceed US$1,000,000, with the value per share for this purpose equal to the average cost per share paid by Executive in making such purchases. The Matching RSUs shall be subject to the restrictions, terms and conditions set forth in the Restricted Stock Unit Award Agreement substantially in the form attached as Appendix A of this Agreement. All stock purchases by the Executive shall be in accordance with the Company’s insider trading policy.

(c) On the Effective Date, the Company and the Executive shall execute the award agreements substantially in the forms attached as Appendix A (with respect to the Special RSUs), Appendix B (with respect to the Special Options) and Appendix C (with respect to the Special PSUs) (collectively, the “ Special Award Agreements ”), and with the exercise price of the Special Options equal to the Closing Price. Within 90 days following the Executive’s first day of employment, the Company and the Executive shall execute a Special Award Agreement substantially in the form attached as Appendix A with respect to the Matching RSUs and with the same vesting schedule applicable to the initial grant of the Special RSUs. The stock purchases made by the Executive during the first 60 days of employment shall be retained as part of the Executive’s stock ownership requirement as further described in Section 7.2 and in accordance with the Company’s stock ownership policy. The Company shall have the right in its sole discretion to cancel all or part of the additional Matching RSU grant in the event the Executive, during the vesting period, disposes of any of the purchased stock.

The equity grants described in paragraphs (a) and (b) above are intended to represent sign-on inducement awards and three years of grants representing annual long-term incentive participation. Any future restricted stock units (“ RSUs ”), stock options (“ Options ”), performance share units (“ PSUs ”) or other form of equity compensation award granted to the Executive shall be determined by the Board, in its discretion, and subject to terms and conditions of such award grants.

4.4 Employee Benefits.

Subject to the terms and conditions of the applicable plans and policies, each as amended from time to time, during the Employment Term, the Executive shall be entitled to participate in all employee pension, retirement savings and group benefit plans, practices and programs maintained by the Company, as in effect from time to time (collectively, “ Employee Benefit Plans ”). The Company reserves the right to amend or cancel any Employee Benefit Plan at any time in its sole discretion, subject to the terms of such Employee Benefit Plan.

4.5 Paid Time-Off.

During each fiscal year (prorated for partial years) of the Employment Term, the Executive shall be entitled to 200 hours of paid time-off in accordance with the Company’s paid time-off policies, as in effect from time to time.

4.6 Business Expenses.

The Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel expenses incurred by the Executive in connection with the performance of the Executive’s duties hereunder in accordance with the Company’s expense reimbursement policy, as in effect from time to time.

4.7 Relocation Costs

The Company shall pay the Executive US$150,000 (such amount to be grossed up for all taxes) in satisfaction of Executive’s relocation expenses relating to his relocation from Walnut Creek, CA to Edina, Minnesota, payable within fifteen (15) days after Executive lists or offers his primary residence for sale. If the Executive terminates his employment without Good Reason or is terminated by the Company for Cause prior to the one year anniversary of the Effective Date, the Executive shall be required to repay the Company the gross amount of any relocation expenses paid or reimbursed pursuant to this Section 4.7.

4.8 Clawback Provisions.

Notwithstanding any provision in this Agreement to the contrary, all compensation paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under the Company’s Clawback Policy (which may be amended from time to time) or any applicable law, government regulation or stock exchange listing requirement (the “ Clawback Laws ”) will be subject to such deductions and clawback as may be required to be made pursuant to the Clawback Policy and Clawback Laws.

ARTICLE 5
TERMINATION OF EMPLOYMENT; CHANGE OF CONTROL

5.1 Notice.

The Executive’s employment hereunder may be terminated by either the Company or the Executive at any time during the Employment Term and for any, or no, reason by providing written notice of the termination of the Executive’s employment (the “ Termination Notice ”). Upon termination of the Executive’s employment, the Executive shall be entitled to the compensation and benefits described in, and subject to, this Article 5 and shall have no further rights to any compensation or any other benefits from the Company or any of its affiliates.

5.2 Termination for Cause or Without Good Reason.

(a) If the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason, the Executive shall be entitled to the following:

(i) any accrued but unpaid Base Salary and accrued but unused paid time-off which shall be paid on the pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures;

(ii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy, as in effect from time to time;

(iii) any Special RSUs, Special PSUs and Matching RSUs that are vested as of the Termination Date but have not yet been settled shall be settled in accordance with the terms of the applicable Special Award Agreement, and any Special Options that are vested as of the Termination Date shall be exercisable thereafter only in accordance with the terms of the applicable Special Award Agreement; and

(iv) all unvested Special RSUs, unvested Special PSUs, unvested Matching RSUs and unvested Special Options shall be immediately forfeited and cancelled.

Paragraphs (i), (ii) and (iii) of this Section 5.2(a) are referred to herein collectively as the “ Accrued Amounts ”.

(b) For purposes of this Agreement, “ Cause ” shall mean:

(i) the Executive’s engagement in dishonesty, illegal conduct or gross misconduct, which, in each case, the Board has reasonably determined is or is likely to be materially injurious to the Company or its affiliates;

(ii) the Executive’s embezzlement, misappropriation or fraud, whether or not related to the Executive’s employment with the Company;

(iii) the Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude;

(iv) the Executive’s violation of a material policy of the Company;

(v) the Executive’s willful unauthorized disclosure of Confidential Information (as defined below); or

(vi) the Executive’s material breach of any material obligation under this Agreement (including but not limited to the obligations under Section 6.3 and Section 6.4) or any other written agreement between the Executive and the Company where such breach is not cured within twenty (20) days of written notice by the Company of such breach.

(c) For purposes of this Agreement, “ Good Reason ” shall mean the occurrence of any of the following, in each case during the Employment Term without the Executive’s written consent:

(i) a material reduction in the Executive’s Base Salary other than a general reduction in Base Salary that affects all similarly situated executives in substantially the same proportions;

(ii) a material reduction in the Executive’s Target Bonus opportunity;

(iii) any material breach by the Company of any material provision of this Agreement;

(iv) the Company’s failure to obtain an agreement from any successor to the Company to 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, except where such assumption occurs by operation of law;

(v) a material, adverse change in the Executive’s title, authority, duties or responsibilities (other than temporarily while the Executive is physically or mentally incapacitated or as required by applicable law) taking into account the Company’s size, status as a public company and capitalization as of the date of this Agreement;

(vi) a material adverse change in the reporting structure applicable to the Executive; or

(vii) a change in the principal place of Executive’s employment from Edina, Minnesota by more than 50 miles.

The Executive cannot terminate his employment for Good Reason unless he has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within 30 days of the Executive’s knowledge of the existence of such grounds and the Company has had at least 30 days from the date on which such notice is provided to cure such circumstances, and if not cured, the Executive terminates his employment within 60 days following the end of such cure period. If the Executive has not provided such written notice within 30 days of the Executive’s knowledge of the initial existence of the applicable grounds, then the Executive will be deemed to have waived his right to terminate for Good Reason with respect to such grounds.

5.3 Termination Without Cause or for Good Reason.

If the Executive’s employment hereunder is terminated by the Company without Cause or by the Executive for Good Reason during the Employment Term, the Executive shall be entitled to receive the Accrued Amounts and, conditional upon the Executive’s compliance with Article 6 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors substantially in the form attached hereto as Appendix D (the “ Release ”), the Executive shall also be entitled to the following, with such payments to be made on a date determined by the Company but in any event within sixty (60) days following the Termination Date except as otherwise provided:

(a) a lump sum payment equal to two (2) times the sum of (i) the Executive’s Base Salary and (ii) the Executive’s Target Bonus amount;

(b) the amount of Annual Bonus earned, but not yet paid, in the fiscal year prior to the fiscal year in which the Termination Date occurs;

(c) all unvested Special RSUs and Matching RSUs, and only in the event the Executive terminates for Good Reason all the unvested Special Options, shall immediately vest on the Termination Date and be settled in accordance with the terms of the applicable Special Award Agreements; and

(d) any Special Options not addressed in Section 5.3(c) and Special PSUs which have not vested as of the Termination Date shall be forfeited and cancelled.

The Company’s obligations to make any payments under this Section 5.3 shall be conditioned on the Executive executing and delivering to the Company the Release within twenty-one (21) days following the date the Company delivers the Release to the Executive after the date the Termination Notice is received by the Executive and the Release becoming effective by virtue of the Executive not revoking the Release during the period the Executive is allowed by law to revoke.

5.4 Death.

(a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term.

(b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death, the Executive’s estate shall be entitled to the following, with such payments to be made on a date determined by the Company within 60 days following death except as otherwise provided below:

(i) the Accrued Amounts;

(ii) any amount of Annual Bonus earned, but not yet paid, in the fiscal year prior to the fiscal year in which the Termination Date occurs;

(iii) all unvested Special RSUs, Matching RSUs, and Special Options shall immediately vest on the Termination Date and be settled in accordance with the terms of the applicable Special Award Agreements or be exercisable thereafter only in accordance with the terms of the applicable Special Award Agreement; and

(iv) any Special PSUs which have not vested as of the Termination Date shall be forfeited and cancelled.

5.5 Total Disability.

(a) The Company may terminate the Executive’s employment on account of the Executive’s Total Disability.

(b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s Total Disability, the Executive shall be entitled to the following, with such payments to be made on a date determined by the Company within 60 days following the termination due to the Executive’s Total Disability except as otherwise provided below:

(i) the Accrued Amounts;

(ii) any amount of Annual Bonus earned, but not yet paid, in the fiscal year prior to the fiscal year in which the Termination Date occurs;

(iv) any Special PSUs which have not vested as of the Termination Date shall be forfeited and cancelled.

(c) For purposes of this Agreement, “ Total Disability ” means a mental or physical impairment which is expected to result in death or which has lasted or is expected to last for a continuous period of 12 months or more and which causes Executive to be unable, in the reasonable opinion of the Company, to perform his duties as an employee of the Company, and solely with regards to the Performance Share Unit Award Agreement only if Executive is considered “disabled” within the meaning of Treasury Regulations Section 1.409A -3(i)(4).

5.6 Change of Control.

(a) If the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive’s death or Total Disability) during the Employment Term, in each case during the Change of Control Period, the Executive shall be entitled to receive the Accrued Amounts and, conditional upon the Executive’s execution of a Release, shall also be entitled to the following, on a date determined by the Company (but in any event within sixty (60) days following the Termination Date except as otherwise provided below):

(i) to a lump sum payment equal to two (2) times the sum of (x) the Executive’s Base Salary, and (y) the Executive’s Target Bonus;

(ii) any amount of Annual Bonus earned, but not yet paid, in the fiscal year prior to the fiscal year in which the Termination Date occurs; and

(iii) all unvested Special RSUs, Matching RSUs and Special Options shall immediately vest on the Terminate Date and be settled in accordance with the terms of the applicable Special Award Agreements or be exercisable thereafter only in accordance with the terms of the applicable Special Award Agreement.

The Company’s obligations to make any payments under this Section 5.6(a) shall be conditioned on the Executive executing and delivering to the Company the Release within twenty-one (21) days following the date the Company delivers the Release to the Executive after the date the Termination Notice is received by the Executive and the Release becoming effective by virtue of the Executive not revoking the Release during the period the Executive is allowed by law to revoke.

(b) For purposes of this Agreement, “ Change of Control ” shall mean the occurrence of any of the following after the Effective Date:

(i) the acquisition of ownership, directly or indirectly, beneficially or of record, by any person or combination of persons acting jointly or in concert with each other, of the outstanding common shares of the Company representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding common shares;

(ii) the sale, lease, exchange or other disposition, in a single transaction or a series of related transactions, of assets, rights or properties of the Company and/or any of its subsidiaries representing all or substantially all of the assets, rights and properties of the Company and its subsidiaries on a consolidated basis to any other person or entity, other than a disposition to a wholly owned subsidiary of the Company in the course of a reorganization of the assets of the Company and its subsidiaries;

(iii) a resolution is adopted to wind-up, dissolve or liquidate the Company;

(iv) at any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company (“ Incumbent Directors ”) shall cease for any reason to constitute at least a majority thereof; provided, however, that the term “ Incumbent Director ” shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; or

(v) any consolidation, merger, amalgamation, or plan of exchange involving the Company as a result of which the holders of outstanding common shares of the Company immediately prior to the transaction do not continue to hold at least 50% or more of the outstanding voting securities of the surviving company or a parent of the surviving company immediately after the transaction, disregarding any voting securities issued to or retained by such holders in respect of securities of any other party to the transaction; or

(vi) the Board adopts a resolution to the effect that a Change of Control as defined herein has occurred or is imminent.

Notwithstanding the foregoing, and solely with regards to the Performance Share Unit Award Agreement, a Change of Control shall only occur if the Change of Control constitutes a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, within the meaning of Treasury Regulations Section 1.409A -3(i)(5).

(c) In the event of a Change of Control any Special PSUs which have not vested as of the date of the Change of Control shall be handled in accordance with the terms of the Performance Share Unit Award Agreement.

(d) For purposes of this Agreement, “ Change of Control Period ” shall mean any of the following:

(i) within 12 months following a Change of Control; or

(ii) within two (2) months prior to a Change of Control if (a) the Executive is terminated by the Company without Cause; and (b) it is reasonably demonstrated by the Executive that such termination of employment arose in connection with, or anticipation of, a Change of Control.

5.7 Termination Date.

The Executive’s Termination Date shall be:

(a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death;

(b) If the Executive’s employment hereunder is terminated on account of the Executive’s Total Disability, the date that it is determined that the Executive has a Total Disability;

(c) If the Company terminates the Executive’s employment hereunder for Cause, the date the Termination Notice is delivered to the Executive;

(d) If the Company terminates the Executive’s employment hereunder without Cause, the date which is the later of the date specified in the Termination Notice or the date the Termination Notice is received by the Executive;

(e) If the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Termination Notice, which shall be not less than 60 days following the date on which the Termination Notice is delivered; and

(f) Any other date mutually agreed upon by the Company and the Executive.

5.8 Other Equity Compensation and Employee Benefits.

Upon the termination of the Executive’s employment hereunder for any reason, (i) the treatment of all RSUs, Options, PSUs or other form of equity compensation award other than Special RSUs, Special PSUs, Matching RSUs and Special Options granted to the Executive shall be governed by the terms of any applicable plan or any successor or replacement plan and the applicable award agreements, and (ii) subject to any requirements of applicable law regarding continuation of employee benefits following termination of employment, the treatment of all benefits provided to the Executive pursuant to the Employee Benefit Plans shall be governed by the terms of the respective plans.

5.9 Resignation of All Other Positions.

Upon termination of the Executive’s employment hereunder for any reason, the Executive agrees to resign, effective on the Termination Date, from all positions that the Executive holds as an officer or member of the board of directors (or a committee thereof) of the Company or any of its affiliates.

5.10 Section 280G.

(a) If any of the payments or benefits received or to be received by the Executive including, without limitation, any payment or benefits received in connection with a Change of Control or the Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise (all such payments collectively referred to herein as the “ 280G Payments ”) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (the “ Code ”) and would, but for this Section 5.10, be subject to the excise tax imposed under Section 4999 of the Code (the “ Excise Tax ”), then prior to making the 280G Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to the Executive of the 280G Payments after payment of the Excise Tax to (ii) the Net Benefit to the Executive if the 280G Payments are limited to the extent necessary to avoid being subject to the Excise Tax. If, and only if, the amount calculated under (i) above is less than the amount under (ii) above, the 280G Payments will be reduced to the minimum extent necessary so that no portion of the 280G Payments is subject to the Excise Tax. “ Net Benefit ” shall mean the present value of the 280G Payments net of all federal, state, local, foreign income, payroll, and excise taxes. If multiple amounts are subject to reduction, the amounts shall be reduced (but not below zero) in a manner determined by the Company that is consistent with the requirements of Section 409A of the Code (“ Section 409A ”) and otherwise so as to maximize the after-tax benefit to the Executive.

(b) All calculations and determinations under this Section 5.10 shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the “ Tax Counsel ”) whose determinations shall be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations and determinations required by this Section 5.10, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and the Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section 5.10. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

ARTICLE 6
CONFIDENTIALITY, NON-COMPETITION
AND NON-SOLICITATION

6.1 Confidential Information Defined.

(a) For purposes of this Agreement, “ Confidential Information ” includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: business processes, practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, computer programs, computer software, applications, operating systems, work-in-process, databases, manuals, records, financial information, results, developments, reports, internal controls and security procedures. The Executive understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. Confidential Information shall not include information that is generally available to and known by the public at the time of disclosure to the Executive; provided that, such disclosure is through no direct or indirect fault of the Executive or person(s) acting on the Executive’s behalf.

6.2 Disclosure and Use Restrictions of Confidential Information.

The Executive agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated or made available, in whole or part, to any entity or person whatsoever (including other employees of the Company) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of the Executive’s authorized employment duties to the Company. Nothing stated herein shall preclude the disclosure of Confidential Information by the Executive in response to a valid order of a court, governmental agency or other governmental body of the United States or any political subdivision thereof or as otherwise required by law, provided that prior to any such disclosure the Executive shall notify the Company to enable the Company to seek a protective order.

The Executive understands and acknowledges that his obligations under this Agreement with regard to any Confidential Information shall commence immediately upon the Executive first having access to such Confidential Information (whether before or after the Effective Date) and shall continue during and after his employment by the Company until such time as such Confidential Information has become public knowledge other than as a result of the Executive’s breach of this Agreement.

6.3 Non-Competition.

(a) During the Employment Term and during the 24-month period immediately following the Termination Date, the Executive agrees and covenants not to engage in Prohibited Activity in the United States or Canada without the prior written consent of the Company Chair of the Board, which such consent may be withheld at his or her sole and absolute discretion.

(b) For purposes of this Agreement, “ Prohibited Activity ” is activity in which the Executive contributes his knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, investor, agent, employee, partner, director, stockholder, officer, volunteer, intern or any other similar capacity to any entity engaged in the same business as the Company, including those engaged in any business in the private label frozen fruit, beverage, snacks or organic ingredients foods sector.

(c) Nothing herein shall prohibit the Executive from purchasing or owning less than two percent (2%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation.

6.4 Non-Solicitation of Customers and Employees.

(a) The Executive agrees and covenants not to directly or indirectly solicit or attempt to solicit any customer or prospective customer of the Company or any affiliate of the Company during the 24-month period immediately following the Termination Date.

(b) The Executive agrees and covenants not to directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the Company or any affiliate of the Company during the 24-month period immediately following the Termination Date. This prohibition shall not apply to general solicitations or other non-targeted recruiting efforts.

6.5 Acknowledgement.

(a) The Executive acknowledges and agrees that the services to be rendered by him to the Company are of a special and unique character; that the Executive will obtain knowledge and skill relevant to the Company’s industry, methods of doing business and marketing strategies by virtue of the Executive’s employment; and that the restrictive covenants and other terms and conditions of this Agreement are reasonable and reasonably necessary to protect the legitimate business interest of the Company.

(b) The Executive further acknowledges that the amount of his compensation reflects, in part, his obligations and the Company’s rights under Article 6; that he has no expectation of any additional compensation, royalties or other payment of any kind not otherwise referenced herein in connection herewith; that he will not be subject to undue hardship by reason of his full compliance with the terms and conditions of Article 6 or the Company’s enforcement thereof.

6.6 Remedies.

In the event of a breach or threatened breach by the Executive of Article 6, the Executive hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that monetary damages would not afford an adequate remedy. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.

ARTICLE 7
GENERAL

7.1 Governing Law; Jurisdiction and Venue.

This Agreement, for all purposes, shall be construed in accordance with the laws of the state of Minnesota without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the state of Minnesota. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

7.2 Stock Ownership Requirements.

The Executive shall be expected to maintain ownership of Company common stock having a value equal to five times his Base Salary in accordance with guidelines established by the Compensation Committee from time to time. The Executive will be required to meet this ownership requirement within five years after the Effective Date.

7.3 Section 409A.

(a) General Compliance. This Agreement and all payments under this Agreement are intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other section of this Agreement, any payment under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. All payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment under this Agreement shall be treated as a separate payment. References in this Agreement to “payments under this Agreement” shall include all payments pursuant to the Special RSUs, Matching RSUs and the Special Options. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

(b) Separation from Service. Any payment under this Agreement that constitutes “nonqualified deferred compensation” within the meaning of Section 409A and is payable upon a termination of employment of the Executive shall only be made upon the Executive’s “separation from service” with the Company within the meaning of Section 409A, and any reference to Termination Date shall similarly mean the date of such “separation from service” with the Company.

(c) Specified Employee. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with his termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Termination Date or, if earlier, on the Executive’s death (the “ Specified Employee Payment Date ”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date and interest on such amounts calculated based on the applicable federal rate published by the Internal Revenue Service for the month in which the Executive’s separation from service occurs shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

(d) Reimbursements. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following:

(i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;

(ii) any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and

(iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

(a) Payments Contingent Upon Execution and Delivery of Release. If any payment under this Agreement is contingent upon the execution and delivery of a Release and if the Termination Date with respect to which such payment is being made occurs during the last 40 days of the calendar year, the payment shall in no event be made earlier than the first business day of the succeeding calendar year.

7.4 Entire Agreement.

Unless specifically provided herein, this Agreement, along with the agreements appended hereto, contain all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement.

7.5 Modification and Waiver.

No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and by the Chair of the Board. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the parties in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

7.6 Severability.

If any portion of this Agreement shall be held by a court as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties.

7.7 Counterparts.

This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

7.8 Notice.

Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, or by overnight carrier to the parties at the addresses set forth below (or such other addresses as specified by the parties by like notice):

	If to the Company:

	SunOpta Inc.
	2233 Argentia Road, Suite 401
	Mississauga, Ontario L5N 2X7
	Phone: (905) 821-9669
	Fax: (905) 819-7971

	Attention: Chair of the Board
	With a copy to: General Counsel

	If to the Executive:

	The last known address of the Executive in the Company’s records.

7.9 Representations of the Executive.

The Executive represents and warrants to the Company that:

(a) The Executive’s acceptance of employment with the Company and the performance of his duties hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement or understanding to which he is a party or is otherwise bound.

(b) The Executive’s acceptance of employment with the Company and the performance of his duties hereunder will not violate any non-competition, non-solicitation or other similar covenant or agreement with a prior employer.

7.10 Withholding.

The Company shall have the right to withhold from any amount payable hereunder any taxes, contributions, premiums or other amounts in order for the Company to satisfy any withholding obligation it may have under any applicable law or regulation.

7.11 Survival.

Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.

7.12 Acknowledgment of Full Understanding.

THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH INDEPENDENT COUNSEL BEFORE SIGNING THIS AGREEMENT.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

	SUNOPTA INC.


	By: /s/ Dean Hollis
	Name: Dean Hollis
	Title: Chair of the Board

JOSEPH D. ENNEN

Signature:	/s/ Joseph D. Ennen

[Signature Page to Executive Employment Agreement]

APPENDIX “A”

RESTRICTED STOCK UNIT AWARD AGREEMENT

APPENDIX “B”

STOCK OPTION AWARD AGREEMENT

APPENDIX “C”

PERFORMANCE SHARE UNIT AWARD AGREEMENT

APPENDIX “D”

FORM OF RELEASE OF CLAIMS

Release

FROM:	Joseph Ennen

TO:	SunOpta Inc., its affiliates, subsidiaries, parents and related organizations and their respective partners, directors, officers, shareholders, employees and agents (collectively "SunOpta")

1. Full and Final Release . In consideration of the terms of the letter from SunOpta Inc. to me, Joseph Ennen, dated ____________, 20__ (the " Letter Agreement "), which terms are deemed to be and are accepted by me in full and final satisfaction of the Executive Employment Agreement between SunOpta and me, Joseph Ennen, made on March 29, 2019 (the receipt and sufficiency of which consideration are hereby acknowledged) and except for SunOpta's obligations referred to in the Letter Agreement, I, Joseph Ennen, personally and for my heirs, executors, administrators, successors and assigns, fully, finally and forever releases and discharges SunOpta and its affiliates, as well as their respective successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees (all of whom are referred to throughout this Release as the “Released Parties”), of and from all claims, demands, actions, causes of action, suits, damages, losses, and expenses, of any and every nature whatsoever, as a result of actions or omissions occurring through the date I sign this Release. Specifically included in this waiver and release are, among other things, any and all claims of alleged employment discrimination and retaliation prohibited by Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, including the amendments provided by the Older Workers Benefits Protection Act, or any other federal, state or local statute, rule, ordinance, or regulation, as well as any claims under common law for tort, contract, or wrongful discharge.

2. Compliance with Older Worker Benefit Protection Act . This Release is subject to the Older Workers Benefit Protection Act (“OWBPA”), which provides that I cannot waive a right or claim under the Age Discrimination in Employment Act (the “ADEA”) unless the waiver is knowing and voluntary. I acknowledge and agree that I have executed this Release voluntarily and with full knowledge of its consequences. I acknowledge and agree that: (a) this Release is written in language I understand; (b) this Release applies to any rights I may have under the ADEA; (c) this Release does not apply to any rights or claims I may have under the ADEA which arise after the date I execute this Agreement; (d) I am advised to consult with an attorney before signing this Release; (e) SunOpta is giving me a period of twenty-one (21) days to consider this Release. I may accept and sign this Release before the expiration of the twenty-one (21) day period, but I am not required to do so by SunOpta; (f) for a period of fifteen (15) days following the signing of this Release, I may revoke the waiver of the ADEA claims in this Release by personally delivering or by mailing (postmarked within fifteen days after I sign this release) written notice of revocation to SunOpta; (g) this Release shall become effective on the sixteenth day after I sign it, and any revocation shall apply only to ADEA claims. Except as to the ADEA claims, this Release will remain in full force and effect.

Exceptions to the Release . The above release does not waive claims (i) for unemployment or workers’ compensation benefits, (ii) for vested rights under ERISA-covered employee benefit plans as applicable on the date I sign this Release, (iii) any claims under Executive’s director and officer indemnification agreement or pursuant to the Company’s or any Subsidiary’s charter documents; (iv) rights to group medical or group dental insurance coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”), (v) with respect to any rights under the equity award agreements with the Company, as the same may be modified by the terms of the Employment Agreement, (vi) that may arise after I sign this Release, and (vi) which cannot be released by private agreement. I understand that nothing in this Release (a) prevents me from filing a charge or complaint with or from participating in an investigation or proceeding conducted by the EEOC, the National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state or local agency charged with the enforcement of any laws, including providing documents or other information, or (b) prevents me from exercising my rights under Section 7 of the NLRA to engage in protected, concerted activity with other employees, although by signing this Release, I am waiving my right to recover any individual relief (including any backpay, frontpay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by me or a third party on my behalf, except for any right I may have to receive a payment from a government agency (and not SunOpta) for information provided to the government agency.

SIGNED this ___ day of _____________, 20__.

__________________________________________
Joseph Ennen