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






Exhibit 10.2 

RESTRICTED STOCK UNIT AWARD AGREEMENT 

     This Restricted Stock Unit Award
Agreement (the “Agreement”) is entered into as of February 6, 2017 (the
“Award Date”) by and between SunOpta Inc., a Canadian corporation (the
“Company”), and David Colo (the “Recipient”). 

     IN CONSIDERATION of the mutual
covenants and agreements set forth in this Agreement, the parties agree to the
following: 

     1. Award and Terms of Restricted
Stock Units. The Company awards to the Recipient 50,000 restricted stock
units (the “Award”), subject to the restrictions, terms and conditions
set forth in this Agreement and the Employment Agreement. This Award is not, and
shall not be deemed to be, granted under or subject to the terms of the
Company’s Amended 2013 Stock Incentive Plan or any other plan. This Award is
granted pursuant to the terms of the Executive Employment Agreement dated
February 2, 2017 between the Company and the Recipient (the “Employment
Agreement”) and in the event of any inconsistency between this Agreement and
the Employment Agreement as to timing of vesting or any other provision, the
terms of the Employment Agreement shall control and apply. 

          (a)
Rights under Restricted Stock Units. A restricted stock unit (an
“RSU”) represents the unfunded, unsecured right to require the Company to
deliver to the Recipient one common share of the Company (“Common
Shares”) for each RSU.

          (b)
Vesting Dates. The RSUs awarded under this Agreement shall initially be
100% unvested and subject to forfeiture. One-third of the RSUs shall vest on
each of the first three (3) anniversaries of the Award Date (each, a “Vesting
Date”) if the Recipient is an employee of the Company on that Vesting Date
and has been employed by the Company continuously from the Award Date to that
Vesting Date. 

           (c)
Termination of Employment. Except as provided in (i), (ii) and (iii)
below and the Employment Agreement, if Recipient’s employment by the Company is
terminated at any time prior to the final Vesting Date, the Recipient shall not
be entitled to receive any shares underlying any RSUs that are not vested as of
the date of termination. 

     (i)
Total Disability. If the Recipient’s employment with the Company is
terminated at any time prior to the final Vesting Date because of Total
Disability (as defined in the Employment Agreement), all unvested RSUs shall
immediately vest upon the determination of Total Disability and be settled in
accordance with the terms of this Agreement. 

     (ii)
Death. If the Recipient’s employment with the Company is terminated at
any time prior to the final Vesting Date because of death, all unvested RSUs
shall immediately vest as of the date of death and be settled in accordance with
the terms of this Agreement.

     (iii)
Termination without Cause or for Good Reason. If the Recipient’s
employment by the Company is terminated by the Company without Cause or by the
Recipient for Good Reason at any time prior to the final Vesting Date, the RSUs
shall be treated in accordance with Section 5.3 of the Employment Agreement. If
a Release is not executed by the Recipient in accordance
with the Employment Agreement or any other applicable provision of the
Employment Agreement is not complied with by the Recipient, the Recipient shall
not be entitled to receive any shares underlying any RSUs that are not vested as
of the date of employment termination. For the purposes of this Agreement,
“Cause,” “Good Reason” and “Release” shall have the meanings set forth in
Employment Agreement.




          (d)
Restrictions on Transfer. The Recipient may not sell, transfer, assign,
pledge or otherwise encumber or dispose of the RSUs subject to this Agreement.
The Recipient may designate beneficiaries to receive any Common Shares to which
the Recipient is entitled under this Agreement if the Recipient dies before
delivery of such Common Shares by so indicating on a form supplied by the
Company. If the Recipient fails to designate a beneficiary, such Common Shares
shall be delivered as directed by the personal representative of the Recipient’s
estate. 

          (e)
No Voting Rights or Dividends. The Recipient shall have no rights as a
shareholder with respect to the RSUs or the Common Shares underlying the RSUs
until the underlying Common Shares are issued to the Recipient. The Recipient
will not be entitled to receive cash payments representing any cash dividends
paid with respect to the Common Stock underlying the RSUs.

          (f)
Delivery Date for the Shares Underlying the RSUs. Following the vesting
of the RSUs, the Company shall issue shares underlying the vested RSUs to the
Recipient on a date determined by the Company within 60 days of such vesting;
provided, however, that if the Recipient is obligated to deliver a Release in
accordance with Section 1(c)(iii) and if the Recipient’s Termination Date (as
defined and determined pursuant to the Employment Agreement) occurs during the
last 40 days of the calendar year, the payment shall in no event be made earlier
than the first business day of the succeeding calendar year.

          (g)
Taxes and Tax Withholding. 

     (i) The
Award is subject to applicable tax withholding. Prior to any relevant taxable or
tax withholding event, as applicable, the Recipient agrees to make adequate
arrangements satisfactory to the Company to satisfy all federal, state,
provincial and other tax withholding obligations. In this regard, the Recipient
authorizes the Company and its agents, at their discretion, to satisfy
applicable withholding obligations by one or a combination of the following:


     (1)
withholding from the Recipient’s other cash compensation paid by the Company;
or 

     (2)
withholding from proceeds of the sale of Common Shares acquired upon
vesting/settlement of the RSUs either through a voluntary sale or through a
mandatory sale arranged by the Company on the Recipient’s behalf pursuant to
this authorization; or 

     (3)
withholding in Common Shares to be issued upon vesting/settlement of the RSUs.


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     (ii) If
the withholding obligation is satisfied by withholding Common Shares, for tax
purposes the Recipient will be deemed to have been issued the full number of
Common Shares subject to the vested RSUs, notwithstanding that a number of the
Common Shares are held back solely for the purpose of satisfying the
withholding. 

     (iii) The
Recipient agrees to pay to the Company any amount the Company may be required to
withhold as a result of this award that cannot be satisfied by the means
previously described. The Company may refuse to issue or deliver the shares or
the proceeds of the sale of shares if the Recipient fails to comply with these
obligations. 

     (iv) The
Recipient acknowledges and agrees that no election under Section 83(b) of the
Internal Revenue Code of the United States can or will be made with respect to
the RSUs. 

          (h)
Stock Splits, Stock Dividends. If the outstanding Common Shares of the
Company are hereafter increased or decreased or changed into or exchanged for a
different number or kind of shares or other securities of the Company by reason
of any stock split, combination of shares, dividend payable in shares,
recapitalization or reclassification, appropriate adjustment shall be made by
the Company in the number and kind of shares subject to the RSUs so that the
Recipient’s proportionate interest before and after the occurrence of the event
is maintained. Securities issued in respect of or exchanged for shares issued
hereunder that are subject to restrictions (including vesting and forfeiture
provisions) shall be subject to similar restrictions unless otherwise determined
by the Board of Directors in its discretion. Notwithstanding the foregoing, the
Company shall have no obligation to effect any adjustment that would or might
result in the issuance of fractional shares, and any fractional shares resulting
from any adjustment may be disregarded or provided for in any manner determined
by the Company. Any such adjustments made by the Company shall be conclusive.


          (i)
Mergers, Etc. If, while any unvested RSUs are outstanding, there shall
occur a merger, consolidation, amalgamation or plan of exchange, in each case
involving the Company pursuant to which outstanding Common Shares are converted
into cash or other stock, securities or property (each, a “Transaction”),
the Board of Directors, may, in its sole discretion, provide that the unvested
RSUs shall be treated in accordance with any of the following alternatives: 

     (i) The RSUs
shall be converted into restricted stock units to acquire stock of the surviving
or acquiring corporation in the Transaction (with the vesting schedule
applicable to the RSUs continuing with respect to the replacement award, unless
otherwise accelerated as determined by the Board of Directors in its sole
discretion), with the amount and type of shares subject thereto to be
conclusively determined by the Board of Directors, taking into account the
relative values of the companies involved in the Transaction and the exchange
rate, if any, used in determining shares of the surviving corporation to be held
by holders of shares following the Transaction, and disregarding fractional
shares; 

     (ii) The RSUs
shall be cancelled effective immediately prior to the consummation of the
Transaction, and, in full consideration of the cancellation, the Company or the
surviving or acquiring company shall pay to the Recipient at the time the RSUs would otherwise have
vested (unless otherwise accelerated by the terms of the Employment Agreement or
as determined by the Board of Directors in its sole discretion), with payment
subject to continued employment of the Recipient by the Company or any acquiring
or surviving company through such vesting date, an amount in cash, for each
unvested RSU, equal to the value, as determined by the Board of Directors, of
the Common Shares subject to the unvested RSUs, taking into account the relative
values of the companies involved in the Transaction and the exchange rate, if
any, used in determining shares of the surviving corporation to be held by
holders of Common Shares following the Transaction or other consideration paid
in the transaction to holders of Common Shares; or 

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     (iii) The RSUs
shall become vested in full and all unissued shares subject to the RSUs shall be
issued immediately prior to the consummation of the Transaction. 

     (iv) In
the event the Board of Directors opts that the remaining RSUs shall be treated
in accordance with (i) above, then the surviving or acquiring corporation in the
Transaction must agree to all relevant provisions of the Employment Agreement
pertaining to the RSUs. 

2. Miscellaneous. 

     (a) Entire Agreement;
Amendment. This Agreement and the Employment Agreement constitute the entire
agreement of the parties with regard to the subjects hereof and may be amended
only by written agreement between the Company and Recipient. 

     (b) Electronic Delivery.
The Recipient consents to the electronic delivery of any prospectus and any
other documents relating to this Award in lieu of mailing or other form of
delivery. 

     (c) Rights and Benefits.
The rights and benefits of this Agreement shall inure to the benefit of and be
enforceable by the Company’s successors and assigns and, subject to the
restrictions on transfer of this Agreement, be binding upon the Recipient’s
heirs, executors, administrators, successors and assigns. 

     (d) Further Action. The
parties agree to execute such further instruments and to take such further
action as may reasonably be necessary to carry out the intent of this Agreement.


     (e) Governing Law;
Jurisdiction and Venue. This Agreement will be interpreted under the laws of
the state of Minnesota, exclusive of choice of law rules. Any action or
proceeding by either of the parties to enforce this Agreement shall be brought
only in a state or federal court located in the state of Minnesota. 

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     (f) Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original. 

	SUNOPTA INC. 	RECIPIENT 
	  	  
	  	  
	By: /s/ R. Dean Hollis 	/s/ David J. Colo 
	Name: Dean Hollis 	David Colo 
	Title: Chair 	  


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