SunOpta Inc.: Exhibit 10.20 - Filed by newsfilecorp.com






Exhibit 10.20 

 

EMPLOYMENT AGREEMENT 

This Employment Agreement (“Agreement”), dated as of
July 29, 2015, is made by and between SunOpta, Inc. (“SunOpta”) (SunOpta
together with all past, present, and future parents, divisions, operating
companies, subsidiaries, and affiliates are referred to collectively herein as
“Company”) and Edward Haft (“Executive”).

WHEREAS, pursuant to the Purchase and Sale Agreement
dated July 30, 2015, and ancillary agreements (the “Purchase Agreement”),
Company will acquire all of the all of the outstanding equity interests in
Sunrise Holdings (Delaware), Inc. (“Holdings”);

WHEREAS, Executive has been employed as the President
and Chief Executive Officer of Sunrise Growers, Inc. (“Sunrise”), a
wholly-owned subsidiary of Holdings;

WHEREAS, Company desires to employ Executive following
Company’s acquisition of Sunrise (the “Transaction”), and Executive
desires to continue such employment upon the terms and conditions set forth in
this Agreement; 

NOW, THEREFORE, in consideration of the promises and
mutual covenants herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Company and Executive
agree as follows: 

	1. 	
      TERM OF EMPLOYMENT

	 	 
		
      The term of Executive’s employment with Company under the
      terms and conditions of this Agreement commences upon the closing of the
      Transaction (“Effective Date”) and ends on the earlier of the third
      anniversary of the Effective Date or the date on which Executive’s
      employment with the Company ends in accordance with Section 7 of this
      Agreement (the “Employment Term”). If Executive remains employed by
      Company after the Employment Term ends, then such continued employment
      shall be according to the terms and conditions established by Company from
      time to time (provided that any provisions of this Agreement that by their
      terms survive the termination of the Employment Term and this Agreement
      shall remain in full force and effect).

	 	 
	2. 	
      TITLE AND EXCLUSIVE
SERVICES




	(a) 	
      Title and Duties. During the Employment Term,
      Executive’s title will be SVP Frozen Fruit Category, and Executive will
      perform such duties and have such authority consistent with such position
      and as determined from time to time by Company. Executive will report to
      the Company’s Chief Executive Officer. Executive will also serve in such
      other positions and capacities with any affiliate of Company as requested
      from time to time by Company, without additional compensation to
      Executive. Executive will follow all applicable written policies and
      procedures of Company as of the date hereof and as may be updated or
      adopted by Company from time to time, including without limitation
      Company’s employee handbook and all policies relating to business ethics,
      conflict of interest, management and disclosure of Company financial
      information, non-discrimination, non-disparagement, workplace safety, and
      confidentiality and protection of Company and third party trade
      secrets.



1 

	 	Initials: 
	 	Company: MSC 
	 	Executive: EH 







Exhibit 10.20 

 

	(b) 	
      Exclusive Services. During the Employment Term,
      Executive will devote Executive’s full business time and best efforts to
      the performance of Executive’s duties hereunder and will not engage in any
      other business, profession, or occupation for compensation or otherwise,
      without the prior consent of the Company; provided, however, that
      Executive may participate in professional, civic or charitable
      organizations so long as such participation is unpaid and does not
      interfere with the performance of Executive’s duties or responsibilities
      under this Agreement or conflict with Executive’s confidentiality,
      non-competition, non-solicitation or non-disparagement obligations under
      the Purchase Agreement. 

	  	
      

	(c) 	
      Prior Employment. Executive affirms that no
      contractual, fiduciary or other obligation exists with any prior employer
      or entity that would prevent Executive from fully performing duties and
      responsibilities of this Agreement, or that would subject Company to any
      claim with respect to Company’s employment of Executive. Executive
      represents and warrants he will not use or disclose any confidential or
      proprietary information from any prior employer in the course of his
      employment with Company (except with respect to such information purchased
      by Company in connection with the Transaction). 

	  	  
	3. 	COMPENSATION AND BENEFITS 
	  	  
	(a) 	
      Base Salary. During the Employment Term, Executive
      shall be paid for services rendered an annualized salary of Four Hundred
      and Twelve Thousand Dollars ($412,000.00) (“Base Salary”). The Base
      Salary shall be payable in accordance with Company’s regular payroll
      practices and pursuant to Company policy, which may be amended from time
      to time. Executive’s performance and Base Salary shall be reviewed from
      time to time and Company may increase Executive’s annual Base Salary rate
      in accordance with reasonable practices and Company policy. 

	  	
      

	(b) 	
      Car Allowance: Executive shall be paid an
      annualized car allowance of $18,000 to be paid according to the Company’s
      regular payroll practices including applicable taxes and withholding. In
      addition, customary running expenses (e.g. fuel, insurance) can be
      submitted as expenses. 

	  	
      

	(c) 	
      Incentive Opportunity. For each full fiscal year
      during the Employment Term, Executive shall be eligible to receive an
      annual incentive (the “Annual Incentive”) with a target amount of
      sixty percent (60%) of Executive’s Base Salary, based on the achievement
      of performance targets or goals to be determined by Company after
      consultation with Executive, and in accordance with the terms and
      conditions of Company’s Short Term Incentive Plan as in effect from time
      to time. Subject to Section 8(b), no Annual Incentive will be earned
      unless Executive remains employed as of the payment date for such Annual
      Incentive, with such payment to be made to Executive in the fiscal year
      following the year giving rise to the Annual Incentive. All determinations
      by Company regarding the satisfactory achievement of performance targets
      and all other conditions for the payment of any Annual Incentive shall be
      in the sole discretion of Company and final and binding on Executive.
    

	  	
      

	(d) 	
      Long-Term Incentive. For each full fiscal year
      during the Employment Term, Executive will be eligible to participate in
      Company’s Long Term Incentive Plan at a target of 60% of Base Salary in
      accordance with the terms and conditions of the Company’s Long Term
      Incentive Plan as in effect from time to time. In addition, upon the
      Effective Date and subject to Board of Directors approval, the Company
      will grant Executive a one-time award of 100,000 stock options, with a
    strike price as of the day prior to grant in accordance
      with the terms and conditions of the SunOpta 2013 Stock Plan and a
  definitive award agreement. 



2 

	 	Initials: 
	 	Company: MSC 
	 	Executive: EH 






Exhibit 10.20 

 

	(e) 	
      Employee Stock Purchase Plan: During the
      Employment Term, you will be eligible to participate in the ESPP with 1%
      to 10% contribution up to a maximum stock value of $25,000 and in
      accordance with the ESP Plan document as in effect from time to time.
    

	  	
       

	(f) 	
      Employee Benefits. During the Employment Term,
      Executive will be entitled to participate in each employee benefit plan
      and program of Company as in effect from time to time, on the same basis
      as those benefits are generally made available to similarly-situated
      executives of Company. Company provides no assurance as to the adoption or
      continuance of any particular employee benefit plan or program, and
      Executive’s participation in any such plan or program will be subject to
      the provisions, rules and regulations applicable thereto. Executive will
      also receive reimbursement of up to $6,800.00, less applicable taxes and
      withholding for any voluntary life insurance acquired by Executive,
      subject to the Company’s receipt of acceptable documentation. 

	  	
       

	(g) 	
      Expenses. During the Employment Term, Company will
      reimburse Executive for reasonable business expenses pursuant to Company
      policy. 

	  	
       

	(h) 	
      Withholdings and Deductions. Company will deduct
      or withhold from any payment made or benefit provided hereunder, including
      without limitation compensation specified in this Section 3, all federal,
      state and local taxes and other withholdings the Company is required or
      authorized by law to deduct or withhold therefrom or otherwise collect in
      connection with the wages and benefits provided in connection with the
      Executive’s employment with the Company. 

	  	  
	4. 	NONDISCLOSURE OF CONFIDENTIAL
      INFORMATION 
	  	  
	(a) 	
      Confidential Information. Company will provide to
      Executive confidential information and trade secrets including but not
      limited to Company’s marketing plans, growth strategies, target lists,
      performance goals, operational and programming strategies, specialized
      training expertise, employee development, engineering information, sales
      information, client and customer lists, business and employment contracts,
      representation agreements, pricing and ratings information, production and
      cost data, compensation and fee information, strategic business plans,
      budgets, financial statements, technological initiatives, proprietary
      research or software purchased or developed by Company, content
      distribution, and other information Company treats as confidential or
      proprietary (collectively “Confidential Information”). Confidential
      Information shall not include any information that is in or enters the
      public domain through no fault or action of Executive. 

	  	
       

	(b) 	
      Agreement Not to Use or Disclose. Executive
      acknowledges that Confidential Information is proprietary to Company and
      agrees not to use it or disclose it to anyone outside Company, except to
      the extent that: (i) it is necessary in connection with performing
      Executive’s duties; or (ii) Executive is required by court order to
      disclose the Confidential Information, provided that Executive shall
      promptly inform Company, shall cooperate with Company to obtain a
      protective order or otherwise restrict disclosure, and shall only disclose
      Confidential Information to the minimum extent necessary to comply with
      the court order. Executive agrees to never use Confidential Information,
      including Company trade secrets, in competing, directly or indirectly,
      with Company. When Executive’s employment ends, or at any other time upon
      request of Company, Executive will immediately return all Confidential
      Information to Company. 



3 

	 	Initials: 
	 	Company: MSC 
	 	Executive: EH 






Exhibit 10.20 

 

	5. 	
      RESTRICTIVE COVENANTS




	(a) 	
      Non-Interference. To preserve Company’s
      Confidential Information, goodwill and legitimate business interests,
      Executive agrees that during Executive’s employment with Company
      (including any period of such employment after the Employment Term ends)
      and for twelve (12) months after such employment ends for any reason,
      Executive will not, directly or indirectly, whether for his own account or
      for the account of any other individual, partnership, firm, corporation or
      other business organization (each a “Person”) (other than Company)
      (i) (A) solicit in any capacity, encourage to terminate, or otherwise
      interfere with the relationship of, any individual who is, or was within
      the then-most recent twelve (12)-month period, employed by, or otherwise
      engaged to perform services for, Company, or (B) endeavor to entice away
      from Company any such individual; provided that general advertising not
      directed specifically at employees of Company shall not be deemed to
      violate this clause; or (ii) solicit in any capacity or encourage any
      Person who is, or was within the then-most recent twelve (12)-month
      period, a vendor, supplier or licensor of Company, to terminate or reduce
      its relationship with Company.

	 	 
	(b) 	
      Non-Solicitation. To further preserve Company's
      Confidential Information, goodwill, specialized training expertise, and
      legitimate business interests, Executive agrees that during Executive’s
      employment with Company (including any period of such employment after the
      Employment Term ends) and for twelve (12) months after such employment
      ends for any reason, Executive will not, directly or indirectly, whether
      for his own account or for the account of any other Person, use any
      Confidential Information to solicit or endeavor to entice away from
      Company any Person who is, or was within the then-most recent twelve
      (12)-month period, a customer of Company.

	 	 
	(c) 	
      Extension of Restrictions. The restrictions set
      forth in this Section 5 shall be extended by the length of any period
      during which Executive is in breach of any of the terms
  hereof.




	6. 	
      OWNERSHIP OF MATERIALS




	(a) 	
      Ownership and Assignment. Executive agrees that
      all inventions, improvements, discoveries, designs, technology, and works
      of authorship (including but not limited to computer software) made,
      created, conceived, or reduced to practice by Executive, whether alone or
      in cooperation with others, during Executive’s employment with Company
      (including any period of such employment before or after the Employment
      Term), together with all patent, trademark, copyright, trade secret, and
      other intellectual property rights related to any of the foregoing
      throughout the world, are among other things works made for hire (the
      “Works”) and at all times are owned exclusively by Company, and in any
      event, Executive hereby assigns all ownership in such rights to Company.
      Executive understands that the Works may be modified or altered and
      expressly waives any rights of attribution or integrity or other rights in
      the nature of moral right (droit morale) for all uses of the Works.
      Executive agrees to provide written notification to Company of any Works
      covered by this Agreement, execute any documents, testify in any legal
      proceedings, and do all things necessary or desirable to secure Company’s
      rights to the foregoing, including without limitation executing inventors’
      declarations and assignment forms, even if no longer employed by Company.
      Executive agrees that Executive shall have no right to reproduce,
      distribute copies of, perform publicly, display publicly, or prepare
      derivative works based upon the Works. Executive hereby irrevocably
      designates and appoints the Company as Executive’s agent and
      attorney-in-fact, to act for and on Executive’s behalf regarding obtaining
      and enforcing any intellectual property rights that were created by
      Executive during employment with Company and related to the performance of Executive’s job. Executive
agrees not to incorporate any intellectual property created by Executive prior
to Executive’s employment with Company, or created by any third party, into any
Company work product. The assignment of Works under this Section 6 does not
apply to an invention for which no equipment, supplies, facility, or trade
secret information of Company was used and which invention was developed
entirely on Executive’s own time, so long as the invention does not: (i) relate
directly to the business of the Company; (ii) relate to the Company’s actual or
demonstrably anticipated research or development, or (iii) result from any work
performed by Executive for Company. 



4 

	 	Initials: 
	 	Company: MSC 
	 	Executive: EH 





Exhibit 10.20 

 

	(b) 	
      Third Party Information. Executive shall not
      improperly use for the benefit of, bring to any premises of, divulge,
      disclose, communicate, reveal, transfer or provide access to, or share
      with Company any confidential, proprietary or non-public information or
      intellectual property relating to a former employer or other third party
      without the prior written permission of such third party. Executive hereby
      indemnifies, holds harmless and agrees to defend Company and its officers,
      directors, partners, employees, agents and representatives from any breach
      of the foregoing covenant. Executive shall comply with all relevant
      policies and guidelines of Company in effect from time to time at the
      discretion of the Company, including regarding the protection of
      confidential information and intellectual property and potential conflicts
      of interest.




	7. 	
      RESIGNATION/TERMINATION




	(a) 	
      Termination. Executive’s employment with Company
      may be terminated by either Company or Executive at any time and for any
      reason, except that in the event of Executive’s resignation without Good
      Reason effective prior to the third anniversary of the Effective Date,
      Executive shall provide at least ninety (90) days written notice to
      Company. Executive’s employment with Company will terminate immediately
      upon Executive’s death or Disability. The date upon which Executive’s
      termination of employment with Company for any reason is effective is the
      “Termination Date.” For the purposes of Section 8 of this
      Agreement, with respect to the timing of any severance payments
      thereunder, the Termination Date means the date on which a “separation
      from service” has occurred for the purposes of the Code.

	 	 
	(b) 	
      Resignation From Other Positions. Immediately upon
      termination of Executive’s employment with Company for any reason,
      Executive will resign all positions then held as a director or officer of
      Company, including any and all affiliates.




	8. 	
      COMPENSATION UPON
TERMINATION




	(a) 	
      Termination For Cause, Resignation Without Good
      Reason, Death or Disability. Upon termination of Executive’s
      employment with Company for Cause, upon Executive’s resignation without
      Good Reason, or upon Executive’s death or Disability, Company shall pay to
      Executive or Executive’s beneficiary or Executive’s estate, as the case
      may be, pursuant to this Agreement Executive’s Base Salary earned through
      the Termination Date, the value of Executive’s accrued and unused paid
      time off, and reimbursement for any unreimbursed business expenses
      properly incurred by Executive in accordance with Company policy on or
      prior to the Termination Date provided such claims are accompanied by
      appropriate documentation and are submitted to the Company within 30 days
      following the Termination Date (the “Accrued Compensation”).
      Executive will not be entitled to any other compensation or benefits from
      Company.



5 

	 	Initials: 
	 	Company: MSC 
	 	Executive: EH 






Exhibit 10.20 

 

	(b) 	
      Termination Without Cause or Resignation With Good
      Reason. Upon termination of Executive’s employment by Company without
      Cause (and not due to Executive’s death or Disability), or upon
      Executive’s resignation for Good Reason, then in addition to the Accrued
      Compensation, Company will, subject to Executive satisfying the conditions
      in Section 8(f), provide the following:




	 	(i) 	
      An amount equal to Executive’s annual Base Salary,
      payable in substantially equal installments on Company’s regular payroll
      schedule over a twelve (12)-month period following the Termination Date;
      provided that the first installment shall be paid commencing on the first
      regular payroll date of the Company that occurs more than 60 days after
      the Termination Date (and including any installment that would have
      otherwise been paid on regular payroll dates during the period of 60 days
      following the Termination Date), provided the conditions specified in
      Section 8(f) have been satisfied.

	 	 	 
	 	(ii) 	
      An amount equal to the Annual Bonus for the fiscal year
      prior to the year in which the Termination Date occurs, which would have
      been payable to Executive had he remained employed by Company through the
      Annual Bonus payment date for such prior fiscal year, if such prior year
      Annual Bonus has not yet been paid as of the Termination Date. The prior
      year amount will be calculated and payable in the same manner and at the
      same time as Annual Bonus payments are paid to other participants in the
      Short Term Incentive plan.

	 	 	 
	 	(iii) 	
      An amount equal to a pro-rata portion of the Annual Bonus
      for the fiscal year in which the Termination Date occurs, which would have
      been payable to Executive had he remained employed by Company through the
      Annual Bonus payment date. The pro rata amount shall be calculated based
      on Company’s actual performance during the applicable fiscal year,
      multiplied by a fraction, the numerator of which is the number of days
      during the fiscal year Executive was employed and the denominator of which
      is 365. Any such pro-rata amount will be payable to Executive in a lump
      sum no later than April 30 of the calendar year following the calendar
      year in which the Termination Date occurs.




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




	 	(i) 	
      Executive’s failure to perform materially his duties with
      respect to Company or its affiliates;

	 	 	 
	 	(ii) 	
      Executive’s commission of a felony or any other crime
      involving moral turpitude or Executive’s commission of any material
      dishonest act, fraud, embezzlement or similar conduct against the Company
      or its affiliates;

	 	 	 
	 	(iii) 	
      any act or omission by Executive that is the result of
      misconduct, gross negligence or any other conduct or behavior that is, or
      may reasonably be expected to be, materially detrimental to the financial
      condition, business or reputation of Company or its affiliates;

	 	 	 
	 	(iv) 	
      any material breach or violation by Executive of
      Company’s code of ethics and business conduct or such other material
      policies as may be adopted by Company from time to time;

	 	 	 
	 	(v) 	
      a material breach by Executive of his representations and
      warranties hereunder; or



6 

	 	Initials: 
	 	Company: MSC 
	 	Executive: EH 






Exhibit 10.20 

 

	 	(vi) 	
      a material breach by Executive of any obligations under
      any agreement entered into between Executive on the one hand and Company
      or any of its affiliates, on the other hand.




	(d) 	
      Good Reason. For the purposes of this Agreement,
      “Good Reason” shall mean (i) a material diminution in Executive’s
      Base Salary unless such reduction is consistent with a reduction applied
      to similarly-situated Company employees; (ii) a material diminution in
      Executive’s duties or responsibilities; (iii) a transfer of Executive’s
      primary workplace by more than fifty (50) miles from his current
      workplace; or (iv) Company’s failure to comply with any material
      obligation to Executive under this Agreement.

	 	 
	(e) 	
      Disability. “Disability” shall mean
      Executive’s inability to perform on a full-time basis the duties and
      responsibilities of his employment with Company by reason of his illness
      or other physical or mental impairment or condition, if such inability
      continues for an uninterrupted period of 120 days or more during any
      180-day period.

	 	 
	(f) 	
      Conditions. Notwithstanding the foregoing
      provisions of this Section 8, Company will not be obligated to make any
      payments to Executive under Section 8(b) hereof unless: Executive has
      signed a release of claims in favor of Company and its affiliates and
      related entities, and their directors, officers, insurers, employees and
      agents, in a form prescribed by Company; all applicable rescission periods
      provided by law for releases of claims shall have expired and Executive
      shall have signed and not rescinded the release of claims; and Executive
      is in strict compliance with the terms of this Agreement and any other
      agreements with Company as of the dates of such
payments.




	9. 	
      NON-DISPARAGEMENT

	 	 
		
      During and at any time after Executive’s employment with
      Company, Executive shall not, directly or indirectly, make any disparaging
      or negative comments or criticisms (whether of a professional or personal
      nature) regarding Company or Executive’s relationship with Company or the
      termination of such relationship.

	 	 
	10. 	
      FUTURE COOPERATION

	 	 
		
      During and at any time after Executive’s employment with
      Company, Executive will, upon reasonable request of Company or its
      designee, respond to inquiries and cooperate with Company in connection
      with the transition of his duties and responsibilities for Company and be
      reasonably available at mutually convenient times, with or without
      subpoena, to be interviewed, review documents or things, give depositions,
      testify, or engage in other reasonable activities in connection with any
      litigation, investigation or other matters that Executive then has or may
      have knowledge of by virtue of his employment by or service to Company.
      Company will reimburse Executive for reasonable out-of-pocket costs
      incurred as a result of his compliance with his obligations hereunder,
      and, with respect to cooperation provided during any period for which
      Executive is not receiving payments under Section 8(b), Company shall
      compensate Executive at an hourly rate comparable to his regular salary
      rate in effect as of the Termination Date. Nothing in this Agreement is
      intended to affect the substance of any testimony or other assistance that
      Executive is asked to provide and Executive agrees to provide complete and
      truthful testimony and to otherwise assist Company or its affiliates in
      light of and in full compliance with all applicable laws. Nothing in this
      Agreement shall interfere with Executive’s right to cooperate
  or participate in an investigation or proceeding conducted by, or
report a possible violation of law or regulation or make other disclosures to
the Equal Employment Opportunity Commission, Securities and Exchange Commission,
Department of Justice, any agency Inspector General or any other governmental or
law enforcement agency or entity. 



7 

	 	Initials: 
	 	Company: MSC 
	 	Executive: EH 





Exhibit 10.20 

 

	11. 	
      SECTION 409A

	 	 
		
      This Agreement and the payments and benefits provided
      hereunder are intended to satisfy, or be exempt from, the requirements of
      Internal Revenue Code Sections 409A(a)(2), (3) and (4), including current
      and future guidance and regulations interpreting such provisions
      (“Section 409A”), to the maximum extent possible, whether pursuant
      to the short-term deferral exception, the involuntary separation pay plan
      exception, or otherwise. To the extent Section 409A is applicable to this
      Agreement or the payments or benefits provided hereunder, it is intended
      that this Agreement and such payments and benefits comply with the
      deferral, payout and other limitations and restrictions imposed under
      Section 409A. Notwithstanding anything in this Agreement to the contrary,
      this Agreement and the payments and benefits provided hereunder shall be
      interpreted, operated and administered in a manner consistent with such
      intentions. Without limiting the generality of the foregoing, if and to
      the extent required to comply with Section 409A, (i) each payment made
      under this Agreement shall be treated as a separate payment and the right
      to a series of installment payments under this Agreement shall be treated
      as a right to a series of separate payments; (ii) any expenses eligible
      for reimbursement in one taxable year shall not affect the expenses
      eligible for reimbursement in any other taxable year, the reimbursement of
      an eligible expense shall be made no later than the end of the year after
      the year in which such expense was incurred, and the right to
      reimbursement shall not be subject to liquidation or exchange for another
      benefit; and (iii) no payment or benefit required to be paid under this
      Agreement on account of a termination of Executive’s employment shall be
      made unless and until Executive incurs a “separation from service” within
      the meaning of Section 409A. If Executive is a “specified employee” within
      the meaning of Section 409A(a)(2)(B)(i), then to the extent necessary to
      avoid subjecting Executive to the imposition of any additional tax under
      Section 409A, amounts that would otherwise be payable under this Agreement
      during the six-month period immediately following a “separation from
      service” within the meaning of Section 409A(a)(2)(A)(i) shall not be paid
      during such period, but shall instead be accumulated and paid in a lump
      sum on the first business day following the earlier of (a) the date that
      is six months after the separation from service or (b) Executive’s
      death.

	 	 
	12. 	
      MISCELLANEOUS




	(a) 	
      Governing Law. All matters relating to the
      interpretation, construction, application, validity and enforcement of
      this Agreement shall be governed by the laws of the State of Minnesota
      without giving effect to any choice or conflict of law provision or rule,
      whether of the State of Minnesota or any other jurisdiction, that would
      cause the application of laws of any jurisdiction other than the State of
      Minnesota.

	 	 
	(b) 	
      Jurisdiction and Venue. Executive and Company
      consent to jurisdiction of the courts of the State of Minnesota and/or the
      federal district courts of the District of Minnesota for the purpose of
      resolving all issues of law, equity, or fact, arising out of or in
      connection with this Agreement. Any action involving claims for
      interpretation, breach or enforcement of this Agreement shall be brought
      in such courts. Each party consents to personal jurisdiction over such
      party in the state and/or federal courts of Minnesota and hereby waives any
defense of lack of personal jurisdiction or inconvenient forum.



8 

	 	Initials: 
	 	Company: MSC 
	 	Executive: EH 





Exhibit 10.20 

 

	(c) 	
      Assignment. This Agreement shall be binding upon
      Executive, Executive’s heirs and Executive’s personal representative or
      representatives, and upon Company and its respective successors and
      assigns. Executive hereby consents to the Agreement being enforced by any
      successor or assign of the Company without the need for further notice to
      or consent by Executive. Neither this Agreement nor any rights or
      obligations hereunder may be assigned by Executive.

	 	 
	(d) 	
      Entire Agreement. This Agreement contains the
      entire agreement of the parties and supersedes any prior written or oral
      agreements or understandings between the parties; provided, however, that
      nothing in this Agreement is intended to, and does not, supersede, replace
      or modify any of the rights or obligations that either Executive or
      Company has under the terms and conditions of the Purchase Agreement or
      any documents ancillary to the Purchase Agreement. No modification of this
      Agreement shall be valid unless in writing and signed by the parties,
      relating to the subject matter of this Agreement, unless otherwise noted
      herein.

	 	 
	(e) 	
      Survival. The terms of this Agreement that by
      their terms survive termination of the Employment Term, including without
      limitation Sections 4 through 10, shall survive the expiration or
      termination of the Employment Term and the termination of Executive’s
      employment with Company for any reason, whether such termination is at the
      initiative of Executive or Company.

	 	 
	(f) 	
      Execution. This Agreement is not effective unless
      fully executed by both parties. This Agreement may be executed in
      counterparts, a counterpart transmitted via electronic means, and all
      executed counterparts, when taken together, shall constitute sufficient
      proof of the parties’ entry into this Agreement. The parties agree to
      execute any further or future documents which may be necessary to allow
      the full performance of this Agreement.

	 	 
	(g) 	
      No Waiver. The failure of a party to require
      performance of any provision of this Agreement shall not affect the right
      of such party to later enforce any provision. A waiver of the breach of
      any term or condition of this Agreement shall not be deemed a waiver of
      any subsequent breach of the same or any other term or
condition.

	 	 
	(h) 	
      Reasonable Restrictions; Severability. Company and
      Executive agree that the restrictions contained in Sections 4, 5 and 6 are
      material terms of this Agreement, reasonable in scope and duration and are
      necessary to protect Company’s Confidential Information, goodwill,
      specialized training expertise, and legitimate business interests. If any
      such restrictive covenant is held to be unenforceable because of the
      scope, duration or geographic area, the parties agree that the court or
      arbitrator may reduce the scope, duration, or geographic area, and in its
      reduced form, such provision shall be enforceable. Subject to the
      permissible modification identified in the prior sentence, if any
      provision of this Agreement shall, for any reason, be held unenforceable,
      such unenforceability shall not affect the remaining provisions hereof,
      except as specifically noted in this Agreement, or the application of such
      provisions to other persons or circumstances, all of which shall be
      enforced to the greatest extent permitted by law. Executive agrees that no
      bond will be required if an injunction is sought to enforce any of the
      covenants previously set forth herein.



9 

	 	Initials: 
	 	Company: MSC 
	 	Executive: EH 






Exhibit 10.20 

 

	(i) 	
      Headings. The headings in this Agreement are
      inserted for convenience of reference only and shall not control the
      meaning of any provision hereof.



[signature page follows] 

10 

	 	Initials: 
	 	Company: MSC 
	 	Executive: EH 






Exhibit 10.20 

 

IN WITNESS WHEREOF, the undersigned have executed this
Agreement on the date set forth above: 

EXECUTIVE: 

/s/ Edward Haft
Edward Haft 

COMPANY: 

	
    /s/
      Michelle Coleman  	 
	SunOpta, Inc. 	 


By: Michelle Coleman 
Its: CHRO 

11 

	 	Initials: 
	 	Company: MSC 
	 	Executive: EH