SunOpta Inc. - Exhibit 10.15 - Filed by newsfilecorp.com






Exhibit 10.15
 

August 30, 2019

WITHOUT PREJUDICE
PRIVATE &
CONFIDENTIAL


Robert McKeracher
[Address Omitted]


Dear Rob:

Further to our discussions, this letter will confirm our
agreement that your employment with SunOpta Inc. (“SunOpta” or the
“Company”) will cease on December 31, 2019 (the “Departure Date”).
This agreement, including the attached schedules, (“Agreement”) will
serve to memorialize the entirety of the terms of our agreement. 

Transition Period

Between September 3, 2019 and the Departure Date (the
“Transition Period”), your continued support and cooperation is important
to ensure an orderly and efficient transition of the Chief Financial Officer
position (CFO). Effective September 3, 2019, your title and role will change to
“Advisor”, reporting to myself and you will perform the agreed upon duties of
this position in the same professional manner that you always have through the
Transition Period and not leave our employment, for any reason, prior to the
conclusion of the Transition Period. Such duties of this role will include, but
are not limited to: (a) participating in on-site communication activities with
Company employees and the new CFO in order to facilitate a seamless transition;
(b) introducing the new CFO to key lenders, debtholders, investors and analysts
through in-person meetings as requested by the Company; (c) assisting in the
completion and review of the third quarter financials; and (d) assisting with
any other duties as requested by the Company.

In return, the Company will maintain your salary and benefits,
less applicable deductions and withholdings, until the Departure Date subject,
of course, to your continuing to be actively employed through the entirety of
the Transition Period. Should you leave the Company’s employment prior to the
end of the Transition Period, then paragraph 5 of this Agreement will apply.


Upon the earlier of your actual last day of active employment
with the Company or the Departure Date, any employment you have with any parent,
subsidiary, affiliate, predecessor or successor of SunOpta will be terminated.
Other than as expressly set out herein, this Agreement will also terminate any
obligations owed to you by the Company pursuant to any agreement, specifically
including the Employment Agreement between you and SunOpta effective as of
October 10, 2011 and the Letter Agreement dated March 28, 2018 (the
"Employment Agreement").




Departure Date

1.            
Accrued Base Salary, Vacation, 2019 Bonus and Retention
Bonus.

	 	(a) 	
      Accrued Base Salary and Vacation. You will receive
      all base salary earned by you through the Departure Date and payment for
      any accrued and unused vacation owed to you, which shall be calculated
      after the Departure Date and paid out on the following payroll
  date.

	 	 	 
	 	(b) 	
      2019 Bonus. Regarding your 2019 Bonus, any
      resulting payout will be based on the Company’s year-end financial results
      as stated in the 2019 Short Term Incentive Plan. Such bonus payment, if
      any, will be paid out to you (i.e. the vesting of the applicable PSUs) in
      accordance with the normally scheduled payout date for all eligible
      Company employees under the plan and does not require you to be employed
      by the Company on the payout date.

	 	 	 
	 	(c) 	
      Retention Bonus. The 19,207 Restricted Stock Units
      issued to you on April 5, 2018 (“2018 RSUs”) will immediately vest after
      your Departure Date, as further described in this paragraph. Within 2
      business days of the Departure Date, a true-up will be completed such that
      the Company will calculate any difference in the market value of the 2018
      RSUs as of the grant date and the market value of the 2018 RSUs as of the
      Departure Date; if the market value of the 2018 RSUs as of the grant date
      is greater than the market value as of the Departure Date, then the
      difference will be satisfied, at the Company’s option, through either the
      issuance to you of additional RSUs or a cash payment (less applicable
      deductions and withholdings) within two weeks of the Departure Date.
      Additionally, the 50% cash portion of your retention bonus in the amount
      of $140,100 (CAD) (less applicable deductions and withholdings) will be
      paid to you on the first regular payroll date following the Departure
      Date.



To the extent not otherwise
specifically continued pursuant to this Agreement, all payments, benefits,
perquisites or other entitlements of any type will end on the Departure Date.


2.             Severance
and Other Payments

In accordance with the requirements of the Employment Agreement
and commencing after the Departure Date, SunOpta will provide you with the
payments and entitlements described in Schedule "A", all subject to the terms
and conditions set out in this Agreement, including delivery by you of a Release
in the form attached as Schedule "B" hereto, and confirmation of your acceptance
of these terms and conditions evidenced by you signing the Acceptance at the end
of this Agreement. 

3.             No
Other Payments 

The payments, benefits and other entitlements set out in this
Agreement shall constitute your complete entitlement and SunOpta's complete
obligations to you whatsoever, including with respect to the cessation of your
employment, whether at common law, statute or contract. For greater certainty,
you confirm that, other than the payments and entitlements set out in paragraphs
1 and 2 above and Schedule "A" hereto, you have no further payment, benefits,
perquisites, allowances or entitlements earned or owing to you from SunOpta
pursuant to any employment or any other agreement whatsoever (specifically
including the Employment Agreement), all of which shall cease on the Departure
Date without further obligation to you from SunOpta, excluding any compensation
arrangement for advisory services that may be agreed upon between you and the Company
after the date of this Agreement. All amounts paid or benefits provided to you
pursuant to this Agreement shall be deemed to include all amounts owing pursuant
to the Employment Standards Act, 2000 ("ESA") and you specifically
agree that such payments and benefits (including payment on a payroll basis)
represent a greater right or benefit than that required under the ESA. 




4.             Your
Continuing Obligations 

	 	(a) 	
      Employment Agreement: Notwithstanding the
      cessation of your employment and in consideration of the payments and
      benefits set out in this Agreement, you represent and warrant that you
      have abided by and you confirm that you will continue to abide by all of
      the obligations set out in the Employment Agreement.

	 	 	 
	 	(b) 	
      Return of Property: Upon your Departure Date, you
      are required to return immediately to SunOpta all of the property of
      SunOpta in your possession or in the possession of your family or agents
      including, without limitation, wireless devices and accessories, computer
      and office equipment, keys, passes, credit cards, customer lists, sales
      materials, manuals, computer information, software and codes, files and
      all documentation (and all copies thereof) dealing with the finances,
      operations and activities of SunOpta, its clients, employees, partners,
      investors or suppliers.

	 	 	 
	 	(c) 	
      Non-Disclosure: You will maintain the severance
      arrangements set out in this Agreement in the strictest confidence and you
      will not disclose them except to your immediate family, or to your legal
      or professional advisors (but provided any such person agrees not to
      disclose such information to any other persons) or to the extent that such
      disclosure may be required by law.

	 	 	 
	 	(d) 	
      Confidentiality: You agree you will not use or
      disclose, without the prior written consent of SunOpta, any trade secrets,
      confidential or proprietary information of or concerning SunOpta, its
      affiliates, subsidiaries, directors, officers, employees, customers or
      suppliers.

	 	 	 
	 	(e) 	
      Non-Solicitation: You understand and acknowledge
      that the Company has expended and continues to expend significant time and
      expense in recruiting and training its employees. You agree not to
      directly or indirectly solicit, hire, recruit, attempt to hire or recruit,
      or induce the termination of employment of any SunOpta Finance Employee
      (as hereafter defined) for a period of twelve (12) months from your
      Departure Date. The foregoing solicitation and recruitment prohibitions
      shall not apply to generalized solicitations or other non-targeted
      recruiting efforts. As used herein, “SunOpta Finance Employee” means any
      person employed by SunOpta that has principal responsibilities in the
      finance, financial reporting, accounting, treasury and/or tax functions at
      the Mississauga office.

	 	 	 
	 	(f) 	
      Release: You will execute and return the Release
      attached as Schedule "B" hereto, the terms of which are incorporated
      herein and the delivery of which is a condition of any payment to you by
      SunOpta.

	 	 	 
	 	(g) 	
      Co-operation: During the 18-month period following
      the Departure Date, at SunOpta's request, you agree to cooperate
      reasonably with SunOpta and its legal advisors in connection with any
      existing or potential claims, investigations,
  administrative proceedings, lawsuits and other legal and business
      matters which arose during your employment or involving SunOpta with
      respect to which you have knowledge of the underlying facts. The Company
      will reimburse you for reasonable out of pocket expenses in connection
  with the cooperation described in this paragraph.









	 	(h) 	
      Non-Disparagement: You agree not to take any
      action or make any statement that criticizes, ridicules, disparages or is
      derogatory to SunOpta, its affiliates or their employees, services,
      directors, officers, shareholders, or its financial status, or that
      damages SunOpta in any of its business relationships, or encourages the
      making of such statements or the taking of such actions by someone else.
      SunOpta agrees not to take any action or make any statement that
      criticizes, ridicules, disparages or is derogatory to you or that damages
      you with respect to your business relationships (including your
      relationship with prospective employers), or encourages the making of such
      statements or the taking of such actions by someone
else.



5.             Early
Departure

Notwithstanding the above and any other provision of this
Agreement, in the event you end your employment with the Company, for any
reason, prior to the Departure Date, and such early departure is not mutually
agreed upon between you and the Company, then subject to the requirements in
paragraph 2, the Severance Payment (as defined in Schedule A) will be payable to
you after your actual last day of active employment with the Company. You will,
of course, by your early departure be foregoing any salary or other payments or
entitlements between your actual last day of active employment and the Departure
Date. 

6.             Death

If you die at any time prior to the Departure Date, the Company
shall, upon receipt of written notification of such event, pay the Severance
Payment in a lump sum to your estate, to the extent permitted by law and upon
receipt of such documents and other information as might reasonably be requested
by the Company to permit it to consider the matter and effect such payment. Your
estate will also be entitled to any Accrued Base Salary or vacation earned as of
your last date of active employment as well as the 2019 Bonus, if applicable,
and the Retention Bonus. 

7.           
 General

	 	(a) 	
      Entire Agreement: This Agreement constitutes the
      entire agreement between you and SunOpta with reference to any of the
      matters herein provided or with reference to your engagement, any
      employment or office with SunOpta or the cessation thereof. All promises,
      representations, collateral agreements, offers and understandings not
      expressly incorporated in this Agreement are hereby superseded and have no
      further effect. For certainty, this Agreement replaces and supersedes any
      obligation owed to you by SunOpta pursuant to the Employment
    Agreement.

	 	 	 
	 	(b) 	
      Full Understanding: By signing this Agreement, you
      confirm that: (i) you have had an adequate opportunity to read and
      consider the terms set out herein, including the Release, and that you
      fully understand them and their consequences; (ii) you have been advised
      to consult with legal counsel of your choosing and that you have obtained
      such legal or other advice as you have considered advisable; and (iii) you
      are signing voluntarily, without coercion, and without reliance on
      any representation, express or implied, by SunOpta, or by any director,
      officer, shareholder, employee or other representative of SunOpta; and
      (iv) this Agreement and any payment referred to herein is not an admission
  of liability on SunOpta's part.









	 	(c) 	
      Taxes: All payments referred to in this Agreement
      will be less applicable withholdings and deductions (if any) and you shall
      be responsible for all tax liability resulting from your receipt of the
      payment and benefits referred to in this Agreement, except to the extent
      that SunOpta has withheld funds for remittance to statutory
      authorities.

	 	 	 
	 	(d) 	
      Severability: You hereby agree that each provision
      and the subparts of each provision of this Agreement shall be treated as
      separate and independent clauses, and the unenforceability of any one
      clause shall in no way impair the enforceability of any of the other
      provisions of this Agreement (which shall continue to be
    enforceable).

	 	 	 
	 	(e) 	
      Governing Law: This Agreement and any claims
      arising out of this Agreement shall be governed by and construed in
      accordance with the laws of the Province of Ontario and the laws of Canada
      applicable therein, shall in all respects be interpreted, enforced and
      governed under the internal and domestic laws of such province, without
      giving effect to the principles of conflicts of laws of such
    province.



***

Your acceptance of the terms and conditions of this Agreement
may be signified by signing and returning a duplicate of this Agreement, where
indicated, together with the Release attached as Schedule "B" hereto.

Thank you again for your valued contributions to SunOpta. We
wish you well in your future endeavors. 

Sincerely,

SUNOPTA INC. 

 

/s/ Joe Ennen 
Joseph Ennen
Chief
Executive Officer


 

ACCEPTANCE:

I hereby acknowledge receipt of this Agreement, and hereby
accept and agree to be bound by the terms and conditions set out in this
Agreement together with the enclosed Release.

 

	/s/ Robert
      McKeracher 	 	November 5, 2019 
	Robert McKeracher 	 	Date 






Schedule "A" 

Severance and Other Entitlements

Note: All amounts are in Canadian Dollars and are subject to
applicable withholdings and deductions. 


	  	Employment Agreement
      Entitlement 
	Severance Payment: 	You are entitled to receive a severance payment of
      $792,056.27 in accordance with the terms of your Employment Agreement (the
      "Severance Payment"). The Severance Payment will be payable to you
      in a lump sum on the next payroll following the Departure Date. 
	  	The Severance Payment is determined by application
      of the following formula: 1.5 times the sum of: (i) your current base
      salary ($467,000); (ii) your average STI for the prorated year to date and
      the prior year (38,527.50); (iii) and the annual cost incurred by SunOpta
      for your auto allowance, life insurance and accidental death and
      dismemberment coverage ($22,510.01). 
	Equity: 	Any unvested long-term incentive awards granted to
      you shall continue to vest through May 24, 2020, subject to and in
      accordance with the terms of the applicable award agreements. Any equity
      awards that do not meet the performance requirements will be forfeited and
      cancelled and you will not be entitled to any payment in lieu of such
      forfeited and cancelled awards. Your vested options can be exercised until
      the earlier of (i) the expiry date of the option or (ii) June 24, 2020. A
      summary of your equity awards is provided below. 
	  	RSUs: Your outstanding RSUs are as follows: 
	  	      
      •        3,500 RSUs scheduled to vest
      on March 5, 2020 
	  	      
      •        5,545 RSUs scheduled to vest
      on May 24, 2020 
	  	PSUs: Your outstanding PSUs are as follows: 
	  	      
      •        83,172 PSUs scheduled to vest
      on May 24, 2020 
	  	Options: Your outstanding options are as follows:
    
	  	      
      •        70,000 vested options
      exercisable at $5.73 per share 
	  	      
      •        60,000 vested options
      exercisable at $7.36 per share 
	  	      
      •        18,861 vested options
      exercisable at $11.30 per share 
	  	      
      •        45,658 vested options
      exercisable at $3.27 per share 
	  	      
      •        17,696 vested options
      exercisable at $10.08 per share 
	  	      
      •        4,424 unvested options
      scheduled to vest on May 24, 2020 exercisable at $10.08 per share 
	  	      
      •        37,131 unvested options
      scheduled to vest on May 24, 2020 exercisable at $9.50 per share 
	Benefits: 	Your employment benefits will be continued for a
      period of eight weeks in accordance with the requirements of the ESA. You
      will be entitled to continuation of your medical, prescription and dental
      care benefits for an 18-month period commencing from the Departure Date
      and ending on June 30, 2021. Your life insurance benefits will terminate
      eight weeks following the Departure Date due to limitations imposed by the
      insurance provider. You may convert your group life insurance benefits to
      individual coverage without evidence of insurability within 31 days of the
      cessation of your group life insurance benefits. 
	Expense Reimbursement: 	You will be reimbursed for any incurred but
      unreimbursed business and travel expenses. 







SCHEDULE "B"
Release


	FROM: 	
      Robert McKeracher 

	  	     
	TO: 	
      SunOpta Inc., its affiliates, subsidiaries, parents
      and related organizations and their respective partners, directors,
      officers, shareholders, employees and agents (collectively
      "SunOpta") 




	1. 	
      In consideration of the terms of the letter from SunOpta
      Inc. to me, Robert McKeracher, dated August 30, 2019 (the "Agreement"),
      which terms are deemed to be and are accepted by me in full and final
      satisfaction of the Employment Agreement between SunOpta and me, Robert
      McKeracher, dated October 10, 2011 (including the Letter Agreement dated
      March 28, 2018) (the receipt and sufficiency of which consideration are
      hereby acknowledged) and except for SunOpta's obligations referred to in
      the Agreement or a claim by me for indemnification of a third party claim
      for actions taken as a former officer of the Company in accordance with
      the Indemnity Agreement between myself and SunOpta Inc. dated July 17,
      2008, I hereby remise, release and forever discharge SunOpta of and from
      all manner of actions, causes of action, suits, debts, dues, accounts,
      bonds, contracts, liens, claims and demands whatsoever which I now have,
      ever had or hereafter can, shall or may have for or by reason of any
      cause, matter or thing whatsoever existing to the present time, and
      particularly and without limiting the generality of the foregoing, of and
      from all claims and demands of every nature and kind in any way related to
      or arising from my employment or other engagement with SunOpta, or from
      any employment agreement between me and SunOpta (express or implied and
      specifically including the Employment Agreement), or the termination of
      such employment, engagement or employment agreement, and specifically
      including all damages, salary, remuneration, commission, vacation pay,
      overtime pay, termination pay, severance pay, notice of termination,
      profit-sharing, employee stock options or other equity arrangements,
      bonus, proceeds of any insurance or disability plans, or any other fringe
      benefit or perquisite of any kind whatsoever, excluding any compensation
      arrangement for advisory services that may be agreed upon between myself
      and the Company after the date of this Release. The payments contemplated
      by the Agreement are deemed to satisfy all requirements or money owing
      under all applicable laws including without limitation, Part XV of the
      Employment Standards Act, 2000 (Ontario).

	 	 
	2. 	
      I acknowledge that the payments referred to in paragraph
      1 above will be made for the purposes of fully and finally resolving all
      possible claims that I might have against SunOpta in respect of my
      employment with SunOpta and, therefore, in this respect, I covenant and
      agree not to file any complaint under the Employment Standards Act,
      2000 (Ontario), under the Human Rights Code (Ontario), under
      the Workplace Safety and Insurance Act (Ontario) re-employment
      provisions, under the Occupational Health & Safety Act
      (Ontario), under the Pay Equity Act (Ontario), under the Labour Relations Act (Ontario), or pursuant to any other applicable law or legislation
      governing or related to my employment with SunOpta. For greater certainty,
      I agree that I am aware of my rights under the Human Right Code (Ontario) and I represent, warrant, and hereby confirm that I am not
      asserting such rights, alleging that any such rights have been breached,
      or advancing a human rights claim or complaint. In the event that I
      hereafter make any claim or demand or commence or threaten to commence any
      action, claim or proceeding or to make any complaint against SunOpta in
      this respect, this Release may be raised as an estoppel and complete bar
      to any such action, claim or proceeding. I confirm that I have
  no right to re-instatement, recall or re-employment with
      SunOpta and I waive and release all rights I had or may have had in this
  regard.









	3. 	
      I further agree not to make or cause to be initiated any
      claims (expressly including any cross- claim, counterclaim, third party
      action or application) against any other person or corporation who might
      claim contribution or indemnity against the persons or corporations
      discharged by this Release, but solely with respect to matters covered by
      this Release.

	 	 
	4. 	
      I agree that the terms and contents of this Release and
      the payments contemplated in paragraph 1 above shall all remain
      confidential and shall not be disclosed except to the extent required by
      law or as otherwise agreed to in writing by SunOpta. I confirm that it
      shall not be a violation of this paragraph to make disclosure to my
      immediate family or to my legal or professional advisors.

	 	 
	5. 	
      This Release shall be binding upon me and my heirs,
      executors and administrators and shall ensure to your benefit and to the
      benefit of your respective heirs, executors, administrators, successors
      and assigns.

	 	 
	6. 	
      I acknowledge having had an opportunity to review this
      Release and to obtain independent legal advice and that the only
      consideration for this Release is as referred to above. I confirm that no
      other promises or representations of any kind have been made to me to
      cause me to sign this Release.

	 	 
	7. 	
      I acknowledge that this Release or the payment of any
      monies to me by SunOpta, shall not constitute an admission of liability on
      the part of SunOpta, which liability is denied.

	 	 
	8. 	
      I alone shall be responsible for all tax liability
      resulting from my receipt of the payments referred to in paragraph 1 as
      contemplated by the Employment Agreement except to the extent that SunOpta
      has withheld funds for remittance to statutory authorities. I agree to
      indemnify and save SunOpta harmless from any and all amounts payable or
      incurred by SunOpta (or any of you) if it is subsequently determined that
      any greater amount should have been withheld in respect of income tax,
      employment insurance, Canada Pension Plan, or any other statutory
      withholding.



SIGNED this 5th day of November, 2019. 

	/s/
      G. K. McBride 		 
  /s/ Robert McKeracher 

	
      Witness 

       
	 Robert
  McKeracher