SunOpta Inc.: Exhibit 10.52 - Filed by newsfilecorp.com






Exhibit 10.52 

EMPLOYMENT AGREEMENT 

This Employment Agreement
(“Agreement”) is between SunOpta Inc. (such entity together with all past,
present, and future parents, divisions, operating companies, subsidiaries, and
affiliates are referred to collectively herein as “Company”) and Christopher
Whitehair (“Employee”). 

	1. 	
      EMPLOYMENT



This Agreement commences April 10,
2017 (“Effective Date”), and shall continue in effect until terminated by either
party upon two month’s written notice. Employment during the course of the
Agreement shall be on an “at-will” basis, meaning that either party has the
right to terminate the agreement for any reason, or for no reason, upon two
month’s written notice. The Company also has the right to terminate the
Agreement immediately for Cause (as defined in Section 6 below).

	2. 	
      TITLE AND EXCLUSIVE
SERVICES




	(a) 	
      Title and Duties. Employee’s title is Senior Vice
      President Operations, and Employee will perform job duties that are usual
      and customary for this position.

	 	 
	(b) 	
      Exclusive Services. Employee shall not be employed
      or render services elsewhere during the employment period; provided,
      however, that Employee may participate in professional, civic or
      charitable organizations so long as such participation is unpaid and does
      not interfere with the performance of Employee’s
duties.




	3. 	
      COMPENSATION AND
BENEFITS




	(a) 	
      Base Salary. Employee shall be paid an annualized
      salary of Three Hundred Eighty-five Thousand Dollars ($385,000.00) (“Base
      Salary”). The Base Salary shall be payable in accordance with the
      Company’s regular payroll practices and pursuant to Company policy, which
      may be amended from time to time. Employee is also eligible for annual
      salary increases commensurate with Company policy thereafter.

	 	 
	(b) 	
      Short Term Incentive. Eligibility for the annual
      Short Term Incentive is based upon a fifty percent (50%) target of
      Employee’s base salary as of April 1 of each year and is pursuant to the
      terms of the Short Term Incentive Plan Document, which operates at the
      discretion of Company and its Board of Directors, and is not a guarantee
      of compensation. For the 2017 Short Term Incentive Plan year, Employee
      will be eligible for a prorated award calculated from the Effective
      Date.

	 	 
	(c) 	
      Long Term Incentive. Employee is eligible for
      participation in the Long Term Incentive Plan at a target of fifty percent
      (50%) of Employee’s base salary pursuant to the terms of the Long Term
      Incentive Plan Document, which operates at the discretion of Company and
      its Board of Directors, and is not a guarantee of compensation. For 2017,
      Employee will receive a 3 year front loaded long term incentive award at a
      target of 150% of Employee’s base salary, subject to the terms of the 2017
      Long Term Incentive Plan and Employee’s continued employment during the
      three year performance period, comprised of the
  following:




	 	i. 	
      50% performance share units (PSUs) with: a) a 3 year
      cliff vesting period; and b) a stock performance condition whereby
      one-third of the PSUs will vest upon achieving a stock

	 	ii. 	
      price of $11, one-third will vest upon achieving a stock
      price of $14 and one-third will vest upon achieving a stock price of $18,
      in each case for 20 consecutive trading days;

	 	iii. 	
      25% restricted share units with a 3 year ratable vesting
      period; and



1 

	 	Initials: 
	 	Company: _____
	 	Employee: _____







	 	iv. 	
      25% stock options with a 3 year cliff vesting
    period.




	(d) 	
      Equity Award. Employee will be awarded a one-time
      equity award of 22,000 restricted share units in accordance with the
      Amended 2013 Stock Incentive Plan. The restricted share units vest ratably
      over a three year period from the award date. The award will be made
      within the first 30 days of employment.

	 	 
	(e) 	
      Signing Bonus. A signing bonus of one hundred
      thousand dollars ($100,000.00) gross payable within the first 30 days of
      employment. If Employee voluntarily terminates his employment within 12
      months from the Effective Date, Employee agrees to repay the Company a
      prorated portion of the signing bonus based upon the termination
    date.

	 	 
	(f) 	
      Employment Benefit Plans. Employee may participate
      in all employee welfare benefit plans in which other similarly situated
      employees may participate, according to the terms of applicable policies
      and as stated in the Employee Benefits Guide. These benefits include but
      are not limited to medical, dental, vision, short term disability, long
      term disability, life insurance, 401(k) and the Employee Stock Purchase
      Plan.

	 	 
	(g) 	
      Vacation. Employee is eligible for Paid Time Off
      of four weeks (160 hours) per calendar year, prorated as necessary, and
      subject to the Employee Guide.

	 	 
	(h) 	
      Relocation. Employee is eligible for Tier 1
      relocation (as further described in the Tier 1 Relocation Plan previously
      provided to the Employee, except that Employee is entitled to
      reimbursement of reasonable temporary housing expenses for up to 6 months)
      within twenty-four (24) months of Effective Date. In the event Employee
      voluntarily terminates his employment, Employee will reimburse Company for
      all relocation expenses within twelve (12) months of final
  payment.

	 	 
	(i) 	
      Expenses. Company will reimburse Employee for
      business expenses consistent with past practices, and pursuant to Company
      policy. Any reimbursement that would constitute nonqualified deferred
      compensation shall be paid pursuant to Section 409A.

	 	 
	(j) 	
      Taxes and Deductions. Compensation pursuant to
      this section shall in all cases be less applicable payroll taxes and other
      deductions.




	4. 	
      NONDISCLOSURE OF CONFIDENTIAL
  INFORMATION




	(a) 	
      Company has provided and will continue to provide to
      Employee 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 the “Confidential Information”). Employee
      acknowledges that such Confidential Information is proprietary and agrees
      not to disclose it to anyone outside Company except to the extent that:
      (i) it is necessary in connection with performing Employee’s duties; or
      (ii) Employee is required by court order to disclose the Confidential
      Information, provided that Employee 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. Employee agrees to never use trade secrets in competing,
directly or indirectly, with Company. When employment ends, Employee will
immediately return all Confidential Information to Company. 



2 

	 	Initials: 
	 	Company: _____
	 	Employee: _____







	(b) 	
      The terms of this Section 4 shall survive the expiration
      or termination of this Agreement for any
reason.




	5. 	
      NON-COMPETITION AND
  NON-SOLICITATION




	(a) 	
      Employee will not at any time within the period of twelve
      (12) months following the earlier of the expiration of this Agreement or
      any termination of employment hereunder (i) either individually or in
      partnership or jointly or in conjunction with any person or persons as
      principal, agent, consultant, shareholder (except as a shareholder holding
      not more than five (5) percent of the outstanding shares from time to time
      from any class of shares of a publicly traded corporation) or in any other
      manner whatsoever carry on or be engaged in or concerned with or
      interested in, or advise, lend money to, guarantee the debts of or
      obligations of, or permit his name or any part thereof to be used or
      employed by or associated with, any person or persons engaged in or
      concerned with or interested in, any business the same or substantially
      similar products to or competitive with the business the Company products
      carried on during the course of your employment hereunder in the United
      States or Canada at the time of the termination of your employment
      hereunder; (ii) either directly or indirectly, by any means or in any
      capacity, approach, solicit or contact in the course of being engaged in a
      business competitive with the Company products any person solicited,
      serviced, or contacted by you on behalf of the Company during your
      employment; and (iii) either directly or indirectly, by any means or in
      any capacity, interfere with the employment arrangements between the
      Corporation or any of its employees and will not in any way solicit,
      recruit, assist others in recruiting or hiring, or discuss employment or
      similar arrangements with any employees of the Company.

	 	 
	(b) 	
      If any covenant or provision herein is determined to be
      void or unenforceable in whole or in part, it shall not be deemed to
      affect or impair the validity of any other covenant or provision and
      paragraphs (a), (b) and (c) are each declared to be separate and distinct
      covenants. Employee hereby agrees all restrictions contained in this
      section are reasonable and valid and all defenses to the strict
      enforcement thereof by the Company are hereby waived. Employee further
      agrees that the covenants in this section shall not terminate upon the
      termination of employment hereunder and acknowledge that a violation of
      any of the provisions of this section will result in immediate and
      irreparable damage to the Company and agree that in the event of such
      violation, the Company, in addition to any other right of relief, shall be
      entitled to seek equitable relief by way of a temporary or permanent
      injunction and to such other relief that any court of competent
      jurisdiction may deem just and proper. If Employee is in breach of any
      such restrictions, the running of the period of such restrictions shall be
      stayed and shall recommence upon the date Employee ceases to be in breach
      thereof, whether voluntarily or by injunction.

	 	 
	(c) 	
      The terms of this Section 5 shall survive the expiration
      or termination of this Agreement for any
reason.




	6. 	TERMINATION. 


In the event Employee is terminated
without cause as defined under 5(b), the Company Severance Pay Plan will apply.
“Cause” shall mean (I) the commission of an act that constitutes a felony under
the laws of the United States or any individual State or under the laws of a
foreign country, (ii) the commission of an act of fraud, embezzlement, sexual
harassment, dishonesty, theft, or an intentional act that results in a material
loss, damage or injury to the Company; (iii) the commission of an act of moral turpitude which is materially
injurious to the Company; or (iv) the failure of Employee to participate in the
reasonable and lawful business activities of the Company in a manner consistent
with his job duties, provided such failure continues for more than ten days
after written notice to the Employee specifying such failure in reasonable
detail.

3 

	 	Initials: 
	 	Company: _____
	 	Employee: _____







	7. 	
      CONFLICTS OF INTEREST



 Employee acknowledges familiarity
with Company policies on conflicts of interest, and warrants that Employee will
fully comply with such policies. Employee shall certify compliance with the
conflicts of interest policy from time to time as requested by the Company.
Employee shall notify Company immediately in writing if there is any attempt to
induce Employee to violate the conflicts of interest policy. 

	8. 	
      INDEMNIFICATION



Company shall defend and indemnify
Employee for acts committed in the course and scope of employment. Employee
shall indemnify Company for claims of any type concerning Employee’s conduct
outside the scope of employment, or the breach by Employee of this Agreement.


	9. 	
      DISPUTE RESOLUTION




	(a) 	
      Arbitration. This Agreement is governed by the
      Federal Arbitration Act, 9 U.S.C. § 1 et seq. and evidences a
      transaction involving commerce. This Agreement applies to any dispute
      arising out of or related to Employee's employment with Company or
      termination of employment. Nothing contained in this Agreement shall be
      construed to prevent or excuse Employee from using the Company’s existing
      internal procedures for resolution of complaints, and this Agreement is
      not intended to be a substitute for the use of such procedures. Except as
      it otherwise provides, this Agreement is intended to apply to the
      resolution of disputes that otherwise would be resolved in a court of law,
      and therefore this Agreement requires all such disputes to be resolved
      only by an arbitrator through a final and binding individual arbitration
      proceeding and not by way of court or jury trial or class action. Such
      disputes include without limitation disputes arising out of or relating to
      interpretation or application of this Agreement, including the
      enforceability, revocability or validity of this Agreement or any portion
      of this Agreement. This Agreement also applies, without limitation, to
      disputes regarding the employment relationship, trade secrets, unfair
      competition, compensation, breaks and rest periods, termination, or
      harassment and claims arising under the Uniform Trade Secrets Act, Civil
      Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in
      Employment Act, Family Medical Leave Act, Fair Labor Standards Act,
      Employee Retirement Income Security Act, and state statutes, if any,
      addressing the same or similar subject matters, and all other state
      statutory and common law claims (excluding workers compensation, state
      disability insurance and unemployment insurance claims). Claims may be
      brought before an administrative agency but only to the extent applicable
      law permits access to such an agency notwithstanding the existence of an
      agreement to arbitrate. Such administrative claims include without
      limitation claims or charges brought before the Equal Employment
      Opportunity Commission (www.eeoc.gov), the U.S. Department of Labor
      (www.dol.gov), the National Labor Relations Board
      (www.nlrb.gov), the Office of Federal Contract Compliance Programs
      (www.dol.gov/esa/ofccp). Nothing in this Agreement shall be deemed
      to preclude or excuse a party from bringing an administrative claim before
      any agency in order to fulfill the party's obligation to exhaust
      administrative remedies before making a claim in arbitration. Disputes
      that may not be subject to pre-dispute arbitration agreement as provided
      by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public
      Law 111-203) are excluded from the coverage of this
  Agreement.



4 

	 	Initials: 
	 	Company: _____
	 	Employee: _____







	(b) 	
      Injunctive Relief. A party may apply to a court of
      competent jurisdiction for temporary or preliminary injunctive relief in
      connection with an arbitrable controversy, but only upon the ground that
      the award to which that party may be entitled may be rendered ineffectual
      without such provisional relief.

	 	 
	(c) 	
      This Section 9 is the full and complete agreement
      relating to the formal resolution of employment-related disputes. In the
      event any portion of this Section 9 is deemed unenforceable, the remainder
      of this Agreement will be enforceable.

	 	 
	(d) 	
      This Section 9 shall survive the expiration or
      termination of this Agreement for any reason.




	 	Employee Initials: __________	Company Initials:
__________



	10. 	
      MISCELLANEOUS



  This Agreement contains the
entire agreement of the parties and supersedes any prior written or oral
agreements or understandings between the parties. No modification shall be valid
unless in writing and signed by the parties, relating to the subject matter of
this Agreement, unless otherwise noted herein.

  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.

  Company and Employee agree that
the restrictions contained in Section 4, and 5, 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 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. Should
Employee violate the provisions of Sections 4, or 5, then in addition to all
other remedies available to Company, the duration of these covenants shall be
extended for the period of time when Employee began such violation until
Employee permanently ceases such violation. Employee agrees that no bond will be
required if an injunction is sought to enforce any of the covenants previously
set forth herein.

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

  This Agreement shall be governed
in all respects by the internal laws of the State of Minnesota without regard to
conflict of law provisions. Each of the Employee and the Company hereby consents
to the personal jurisdiction of the state and federal courts located in Hennepin
County, Minnesota for any action or proceeding arising from or relating to this
Agreement or relating to any arbitration in which the parties are participants.
Any arbitration proceeding arising from or relating to this Agreement shall take
place in Hennepin County, Minnesota. 

  Upon full execution by all
parties, this Agreement shall be effective on the Effective Date in Section 1.


	EMPLOYEE: 	  
	 	 
	/s/ Christopher Whitehair 	Date: March 27, 2017 
	Christopher Whitehair  	 


5 

	 	Initials: 
	 	Company: _____
	 	Employee: _____







	COMPANY: 	  
	 	 
	/s/ David Colo 	Date: March 27, 2017 
	David Colo, CEO 	  


6 

	 	Initials: 
	 	Company: _____
	 	Employee: _____