SunOpta Inc.: Exhibit 10.4- Filed by newsfilecorp.com






Exhibit 10.4 

SEPARATION AGREEMENT AND FULL AND FINAL RELEASE 

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

1.      Termination
of Employment Relationship. Employee and the Company will end their
employment relationship on March 3, 2017 (the “Termination Date”). 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. Employee acknowledges (i) receipt of all
compensation and benefits due through the Termination Date as a result of
services performed for the Company with the receipt of a final paycheck except
as provided in this Agreement; (ii) 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.

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 $247,882.50,
      to be paid as salary continuation (the “Severance Benefit”). The Severance
      Benefit shall be payable over a fifty-two (52) week period beginning after
      the Termination Date and payable in the form of substantially equal
      monthly payments made over this fifty- two (52) 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 11 without
      Employee having revoked this Agreement. Severance Benefit shall be made
      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 for twelve (12)
      months. 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.

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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.

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. 

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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.

	 	 	 	 
	 	 	(b) 	
      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 twelve (12) months from the Termination Date.

	 	 	 	 
	 	 	(c) 	
      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) and 6(b), 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.      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. 

9.     
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. 

10.      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. 

11.     
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, SunOpta,
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. 

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12.      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. 


	Date: 3/13/17 	Jill Barnett
SunOpta 
7301 Ohms Lane,
      Suite 600
Edina, MN 55439 	/s/ Jill Barnett 
Signature
  



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


	Date: March 8, 2017 
Not valid if signed before
      Termination Date 	Michael Thyken
Name Printed 	/s/ Michael Thyken 
Signature
  



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