SunOpta Inc.: Exhibit 10.3- Filed by newsfilecorp.com






Exhibit 10.3 

SEPARATION AGREEMENT AND FULL AND FINAL RELEASE 

This agreement (Agreement) is
entered into between Michelle Coleman (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”). 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 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 $280,500, to
      be paid as salary continuation (the “Severance Benefit”). The Severance
      Benefit shall be payable over a twelve (12) month period beginning after
      the Termination Date and payable in the form of substantially equal
      monthly payments made over this twelve (12) month 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) her 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.

	 	 	 	 
	 	 	D. 	
      Fifty percent (50%) of the total retention bonus outlined
      in Employee’s Retention Bonus Agreement dated November 8, 2016, in the
      total gross amount of $56,100.



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. The Company is under no obligation to provide reinstatement,
employment, re-employment, consulting or other similar status.

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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 her 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, as well as attorney-client privileged
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.      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 following the Termination Date. 

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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. The Company agrees that it will instruct David
Colo, CEO, Colin Smith, COO, Robert McKeracher, CFO, John Ruelle, SVP, and Jill
Barnett, Chief Legal Counsel, not to make statements to any person or entity
external or internal to the Company that are in any way disparaging or negative
toward Employee.

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 David Colo, CEO, SunOpta,
Inc. 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 individually-negotiated Agreement shall
prevail. The provisions of this 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: 3/3/2017 	David J. Colo 
Company Representative 	/s/ David J. Colo 
Signature
  



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


	Date: 3/3/2017 
Not valid if signed before
      Termination Date 	Michelle Coleman 
Name Printed 	/s/ Michelle Coleman 
Signature
  



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