SunOpta Inc.: Exhibit 10.2- Filed by newsfilecorp.com






Exhibit 10.2 

SEPARATION AGREEMENT AND FULL AND FINAL RELEASE 

This agreement (Agreement) is
entered into between Joseph Davidson (Employee) and SunOpta, Inc. (Company).
This Agreement has been individually-negotiated and is not provided in
connection with a termination program. 

1.     
Separation From and Termination of Employment Relationship.

	 	A. 	
      Termination of Employment Relationship: Employee
      and the Company will end their employment relationship on February 16,
      2017 (the “Termination Date”). The Company may relieve Employee of all
      duties and place the Employee on administrative leave prior to the
      Termination Date by providing written notice. Employee no longer will be
      authorized to transact business or incur any expenses, obligations and
      liabilities on behalf of the Company after the earlier of being placed on
      administrative leave or the Termination Date. Employee agrees not to seek
      reinstatement, future employment, or other working relationship with the
      Company or any of its affiliates.

	 	 	 
	 	B. 	
      Compensation through Termination Date:
      Irrespective of wither Employee executes this Agreement and to the extent
      that Employee has not already received payment, the Company shall pay
      Employee (i) all unpaid compensation to which he is otherwise entitled
      through the Termination Date, and (ii) for any accrued, unused paid time
      off pay, if any, existing at the Termination Date, all in accordance with
      the Company’s applicable policies. All accrued and unused paid time off
      that is due will be paid on the Company’s first regularly scheduled pay
      date following the Termination Date.

	 	 	 
	 	C. 	
      Retention Bonus: Employee will receive a retention
      bonus payment in the total gross amount of $27,103.57, consistent with
      Employee’s retention bonus agreement dated November 11, 2016.

	 	 	 
	 	D. 	
      SunOpta Stock Awards. Employee’s stock option
      awards or restricted stock awards relating to SunOpta, Inc., as well as
      his ownership of any series of shares of SunOpta, Inc. or any of its
      subsidiaries, if any, will be handled in accordance with the terms,
      provisions and conditions of the applicable plans and agreements governing
      such options, restricted stock and shares. Nothing in this Agreement shall
      modify or override those terms, provisions and conditions of said plans
      and agreements.

	 	 	 
	 	E. 	
      Company Retirement and Incentive Plan(s). Employee
      may have vested interests in a Company-sponsored 401(k) plan or other
      retirement or deferred compensation plan. Employee’s interests in said
      plans shall be paid subject to the terms, provisions and conditions of
      said plans, and nothing in this Agreement shall modify or override those
      terms. Employee’s right to make contributions to any such plans shall
      terminate on the Termination Date, and the Severance Benefits provided for
      in Paragraph 2 shall not constitute wages for purposes of the plans.
      Employee’s participation in the SunOpta Corporate Bonus Plan (“STI”) and
      Long Term Incentive Plan shall terminate on the Termination Date and
      Employee shall forfeit any right to receive any benefit from such
    plan.



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2.      Consideration.
In consideration of Employee’s promises in this Agreement, and upon expiration
of the revocation period so long as Employee has not revoked, the Company will
provide Employee: 

	 	A. 	
      Severance pay in the total gross amount of $426,360, to
      be paid as salary continuation (the “Severance Benefit”). The Severance
      Benefit shall be payable over up to a seventy-six (76) week period
      beginning after the Termination Date and payable in the form of
      substantially equal bi-weekly payments amortized over this seventy-six
      (76) week period. The initial payment shall be made on Company’s first
      regular pay date following, and subject to, the occurrence of all of the
      following: (i) Employee’s termination of employment, (ii) his execution of
      this Agreement, and (iii) expiration of the revocation period described in
      Paragraph 12 without Employee having revoked this Agreement. The Severance
      Benefit shall be paid pursuant to a fixed schedule of the regular payroll
      practices of the Company.

	 	 	 
	 	B. 	
      If Employee elects COBRA, Company will pay Employer
      portion and COBRA fees for medical and dental coverage through February
      2018. Employee is responsible for the Employee portion of such
      coverage.

	 	 	 
	 	C. 	
      Outplacement Benefits. Employer will provide Employee
      with outplacement benefits for six (6) months through Challenger, Gray
      & Christmas.



The Company will apply standard tax and other applicable
withholdings to payments made to Employee. Employee agrees that the
consideration the Company will provide includes amounts in addition to anything
of value to which Employee already is entitled. The Company also will pay
Employee accrued but unused vacation regardless of whether Employee signs this
Agreement. Although the Company is under no obligation to provide reinstatement,
employment, re-employment, consulting or other similar status, if the Company
rehires Employee within twelve months of the Termination Date, Employee’s right
to future severance payments will terminate.

3.      Full
and Final Release. In consideration of the benefits provided by the Company,
Employee, for Employee personally and Employee’s heirs, executors,
administrators, successors and assigns, fully, finally and forever releases and
discharges the Company 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 Agreement
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
Employee signs this Agreement. 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, and
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.

4.      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 Employee signs this Agreement,
(iii) that may arise after Employee signs this Agreement, and (iv) which
cannot be released by private agreement. Employee understands that nothing in
this Agreement (a) limits or affects Employee’s right to challenge the validity
of this Release under the ADEA or the Older Workers Benefit Protection Act or
(b) prevents Employee 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 (c) prevents Employee
from exercising Employee’s rights under Section 7 of the NLRA to engage in
protected, concerted activity with other employees, although by signing this
Agreement, Employee is waiving his 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
Employee or on his behalf by any third party, except for any right Employee may
have to receive a payment from a government agency (and not the Company) for
information provided to the government agency.

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5.      Proprietary
Information. Employee acknowledges access to and receipt of confidential
business and proprietary information regarding the Company and its affiliates
while working. Employee agrees not to make any such information known to any
member of the public. Employee further agrees to return to the Company prior to
the Termination Date all confidential and proprietary information and all other
Company property, as well as all copies or excerpts of any property, files or
documents obtained as a result of employment with the Company, except those
items that the Company specifically agrees in writing to permit Employee to
retain. 

6.      Restrictive
Covenants. Employee understands and acknowledges that by virtue of his
employment with the Company, he had access to and knowledge of Confidential
Information (defined hereafter), was in a position of trust and confidence with
the Company, and benefitted from the Company’s goodwill. Employee further
understands and acknowledges that the restrictive covenants below are necessary
to protect the Company’s legitimate business interests in its Confidential
Information and goodwill. Employee further understands and acknowledges that the
Company’s ability to reserve these for the exclusive knowledge and use of the
Company is of great competitive importance and commercial value to the Company
and that the Company would be irreparably harmed if the Employee violates the
restrictive covenants below. 

	 	 	(a) 	
      Confidentiality. Employee understands and
      acknowledges that during the course of his employment, he has had access
      to and learned about confidential, secret and proprietary documents,
      materials and other information, in tangible and intangible form, of and
      relating to the Company, its businesses and existing and prospective
      customers, suppliers, investors and other associated third parties
      (“Confidential Information”). For purposes of this Agreement, Confidential
      Information includes, but is not limited to, all information not generally
      known to the public, whether oral or written, relating directly or
      indirectly to financial statements, projections, evaluations, plans,
      programs, customers, suppliers, facilities, equipment and other assets,
      products, processes, manufacturing, marketing, research and development,
      trade secrets, know-how, patent applications that have not been published,
      technology and other confidential information and intellectual property of
      the Company. Employee 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 appeal to a reasonable person to be confidential or
proprietary in the context and circumstances in which the information is known
or used. Employee agrees, as a condition of this Agreement, that Employee will
not use or disclose any Confidential Information which Employee learned or that
came into Employee possession during the course of employment with the Company.
Among other things, and without limitation, Employee will not use or disclose,
without the consent of the Company, any trade secrets, confidential or
proprietary information of or concerning the Company, its owners, affiliates,
customers or suppliers. 



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	 	 	(b) 	
      Non-Competition. Employee will not at any time
      within the period of eighteen (18) months following the Termination Date
      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 engage in, own, manage,
      operate, join, control, advise or consult with, participate in the
      ownership, operation or control of, be employed by, or be connected in any
      manner with any person, company or firm that solicits, offers, sells or
      provides any services or products competitive with those offered or
      provided by Company, or which you became aware the Company is planning to
      offer or provide, during the course of your employment in the United
      States or Canada.

	 	 	 	 
	 	 	(c) 	
      Non-Solicitation of Customers. Employee
      understands and acknowledges that the Company has expended and continues
      to expend significant time and expense in developing customer
      relationships, customer information and goodwill, and that because of the
      Employee’s experience with and relationship to the Company, he has had
      access to and learned about much or all of the Company’s customer
      information. Customer information includes, but is not limited to, names,
      phone numbers, addresses, e-mail addresses, order history, order
      preferences, chain of command, product information, pricing information
      and other information identifying facts and circumstances specific to the
      customer. Employee agrees, as a condition of this Agreement, not to
      directly or indirectly solicit, contact, attempt to contact or meet
      without the Company’s consent, any person solicited, serviced, or
      contacted by you on behalf of the Company during your employment for
      purposes of offering or accepting goods or services competitive with those
      offered by the Company during the course of Employee’s employment for a
      period of eighteen (18) months.

	 	 	 	 
	 	 	(d) 	
      Non-Solicitation of Employees. Employee
      understands and acknowledges that the Company has expended and continues
      to expend significant time and expense in recruiting and training its
      employees. Employee agrees, as a condition of this Agreement, 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 for
      a period of eighteen (18) months from the Termination Date.

	 	 	 	 
	 	 	(e) 	
      Reasonableness of Restrictions. If any covenant or
      provision of this Agreement 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 6(a), 6(b), 6(c) and 6(d) are each declared to be
separate and distinct covenants. If any court of law finds that any provision of
this Paragraph 6 is invalid or unenforceable, then such provision shall be
enforced to the extent deemed reasonable and enforceable by the court. 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. 



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	 	(f) 	
      Survivability. The terms of this Paragraph 6 shall
      survive the expiration or termination of this Agreement for any
    reason.



7.     
Confidentiality. The nature and terms of this Agreement are strictly
confidential and they have not been and shall not be disclosed by Employee at
any time to any person other than Employee’s lawyer or accountant, a
governmental agency, or Employee’s immediate family without the prior written
consent of an officer of the Company, except as necessary in any legal
proceedings directly related to the provisions and terms of this Agreement, to
prepare and file income tax forms, or as required by court order after
reasonable notice to the Company.

8.      Insider
Trading. The Company reminds you of that, by virtue of your role as a senior
officer of the Company, you may be in possession of material information with
respect to the Company which has not been publicly disclosed. As a result,
notwithstanding the termination of your employment, you may still be considered
to be in a “special relationship” with the Company under applicable securities
laws in Canada and the United States and therefore subject to restrictions on
trading in securities of the Company or tipping or disclosing material
non-public information to third parties. You are therefore encouraged to consult
with your attorney or the Company’s Compliance Officer in advance of trading in
securities of the Company.

9.      Cooperation.
Employee agrees to cooperate with the Released Parties regarding any pending or
subsequently filed litigation, claims or other disputes involving the Released
Parties that relate to matters within the knowledge or responsibility of
Employee. Without limiting the foregoing, Employee agrees (i) to meet with a
Released Party’s representatives, its counsel or other designees at mutually
convenient times and places with respect to any items within the scope of this
provision; (ii) to provide truthful testimony regarding same to any court,
agency, or other adjudicatory body; and (iii) to provide the Company with notice
of contact by any adverse party or such adverse party’s representative, except
as may be required by law. The Company will reimburse Employee for reasonable
expenses in connection with the cooperation described in this paragraph. 

10.      Non-Admission.
This Agreement shall not be construed as an admission by the Company of any liability or acts of wrongdoing or unlawful
discrimination, nor shall it be considered to be evidence of such liability,
wrongdoing, or unlawful discrimination. 

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11.      Non-Disparagement.
Except as otherwise provided in Paragraph 4 above, Employee agrees not to make
statements to clients, customers and suppliers of the Company (or any of its
affiliates) or to other members of the public that are in any way disparaging or
negative towards the Company, any of its affiliates, or the products, services,
representatives or employees of any of the foregoing. Nothing in this paragraph
prohibits Employee from complying with a court order or lawful subpoena. 

12.      Acknowledgements:
Employee acknowledges and agrees that: (i) Employee has reported to the Company
any and all work-related injuries incurred during employment; and (iii) the
Company properly provided any leave of absence because of Employee’s or a family
member’s health condition and Employee has not been subjected to any improper
treatment, conduct or actions due to a request for or taking such leave, and
(iii) Employee has not filed for bankruptcy and has a legal right to receive the
Severance Benefits out lined above. 

13.      Advice
of Counsel, Consideration and Revocation Periods, Other Information. The
Company advises Employee to consult with an attorney prior to signing this
Agreement. Employee has twenty-one (21) days to consider whether to sign this
Agreement (the “Consideration Period”). Employee must return this signed
Agreement to the Company’s representative set forth below within the
Consideration Period but not prior to the Termination Date. If Employee signs
and returns this Agreement before the end of the Consideration Period, it is
because Employee freely chose to do so after carefully considering its terms.
Additionally, Employee shall have fifteen days from the date of the signing of
this Agreement to revoke this Agreement by delivering a written notice of
revocation within the fifteen-day revocation period to Jill Barnett, General
Counsel, 7301 Ohms Lane, Suite 600 Edina, MN 55439 If the revocation period
expires on a weekend or holiday, Employee will have until the end of the next
business day to revoke. This Agreement will become effective on the sixteenth
day after Employee signs this Agreement provided Employee does not revoke this
Agreement. Any modification or alteration of any terms of this Agreement by
Employee voids this Agreement in its entirety. Employee agrees with the Company
that changes, whether material or immaterial, do not restart the running of the
Consideration Period. Employee knowingly and voluntarily agrees to all of the
terms set forth in this Agreement. 

14.     
Applicable Law and General Provisions. This Agreement shall be
interpreted under Minnesota law. This Agreement sets forth the entire agreement
between the parties. Employee is not relying on any other agreements or oral
representations not fully addressed in this Agreement. Any prior agreements
between or directly involving Employee and the Company are superseded by this
Agreement. To the extent of any conflict between the terms of this Agreement and
the Company’s severance plan, the provisions of this Agreement shall prevail.
The provisions of this individually-negotiated Agreement are severable, and if
any part of this Agreement except Paragraph 3 is found by a court of law to be
unenforceable, the remainder of this Agreement will continue to be valid and
effective. The headings in this Agreement are provided for reference only and
shall not affect the substance of this Agreement.

In exchange for the promises
contained in this Agreement, the Company promises to provide the benefits set
forth in this Agreement. 

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	Date: 2/21/2017 	Michelle Coleman 
Chief Human
      Resources Officer 	/s/ Michelle Coleman 
Signature
  



Employee has read and understood
this Agreement, signs this Agreement waiving valuable rights, and acknowledges
that this Agreement is final and binding.


	Date: 2/21/17 
Not valid if signed before
      Termination Date 	Joe Davidson 	/s/ Joseph Davidson 
Signature
  



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