SunOpta Inc.: Exhibit 10.5- Filed by newsfilecorp.com






Exhibit10.5 

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 Robert
Duchscher (“Employee”). 

	1. 	
      EMPLOYMENT



 This Agreement commences March 13,
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 7 below).



	2. 	
      TITLE AND EXCLUSIVE
SERVICES



	 	
       
	(a) 	
      Title and Duties. Employee’s title is Chief
      Information Officer, 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 Fifteen Thousand Dollars ($315,000.00) (“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 forty percent (40%) target of
      Employee base annual 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 month of the
      Effective Date and a payment guarantee at target.

	 	 
	(c) 	
      Long Term Incentive. Employee is eligible for
      participation in the Long Term Incentive Plan at a forty percent (40%)
      incentive target 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.

	 	 
	(d) 	
      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.



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	(e) 	
      Vacation. Employee is eligible for Paid Time Off
      of five weeks (200 hours) per calendar year, prorated as necessary, and
      subject to the Employee Guide.

	 	 
	(f) 	
      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.

	 	 
	(g) 	
      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.

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




	5. 	
      NON-INTERFERENCE WITH COMPANY
  EMPLOYEES




	(a) 	
      To further preserve Company’s Confidential Information,
      goodwill and legitimate business interests, during employment and for
      twelve (12) months after employment ends (the “Non- Interference Period”),
      Employee will not, directly or indirectly, hire, engage or solicit any
      current employee of Company with whom Employee had contact, supervised, or
      received Confidential Information about within the twelve (12) months
      prior to Employee’s termination, to provide services elsewhere or cease
      providing services to Company.

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




	6. 	
      NON-SOLICITATION OF
CUSTOMERS




	(a) 	
      To further preserve Company’s Confidential Information,
      goodwill and legitimate business interests, for twelve (12) months after
      employment ends (the “Non-Solicitation Period”),Employee will not, directly or indirectly, solicit Company’s
customers with whom Employee engaged or had contact, or received Confidential
Information about within the twelve (12) months prior to Employee’s
termination.



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	(b) 	
      The terms of this Section 6 shall survive the expiration
      or termination of this Agreement for any
reason.




	7. 	
      TERMINATION



 In the event Employee is
involuntarily terminated without cause, 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
failure in reasonable detail.

	8. 	
      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. 

	9. 	
      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. 

	10. 	
      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.



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	(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 10 is the full and complete agreement
      relating to the formal resolution of employment-related disputes. In the
      event any portion of this Section 10 is deemed unenforceable, the
      remainder of this Agreement will be enforceable.

	 	 
	(d) 	
      This Section 10 shall survive the expiration or
      termination of this Agreement for any reason.




	 	Employee Initials: ________	Company Initials: __________



	11. 	
      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, 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 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, 5, or 6, 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.

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 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/ Robert Duchscher 	Date: February 22, 2017 
	Robert Duchscher 	 


COMPANY: 

	/s/ Michelle Coleman 	Date: February 22, 2017 
	Michelle Coleman 	 
	Chief Human Resources Officer 	 


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