SunOpta Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






 

January 6, 2013 

John Dietrich 
                                        


                                        
 

Dear John, 

As part of your planned transition from SunOpta Inc. (SO) to
Opta Minerals Inc. (OPM) as Executive Vice President, I am pleased
to outline the terms of this transition and continuing arrangements with SunOpta
Inc. 

As detailed in the Offer Letter provided to you by Opta
Minerals dated January 3, 2013, the following provides the details of your role
at Opta Minerals: 

	Report to: 	 	David Kruse, President & CEO, Opta Minerals
      Inc. 
	 	 	 
	Location: 	 	407 Parkside Drive, Waterdown, Ontario L0R 2H0
    
	 	 	 
	Starting Date: 	 	January 14, 2013 (with transition period)

	 	 	 
	Opta Minerals role: 	 	Responsible for Finance and Administration,
      Legal, Human Resources, Insurance and will also play a key role in
      Business Development. 


Transition: 

	OPM effective January 14, 2013 with transition periods on either side.
  
	Available to OPM prior to January 14 to assist with current processes,
  recruitment, etc.
  
	Available to SO for first quarter of 2013 to complete/transition current
  files and thereafter available to provide services as required related to
  ongoing Corporate development activities. In this regard, you will report to
  me. 


In addition to the terms of the offer provided by Opta Minerals
Inc, you will be provided the following salary and benefits from SO.

Base Salary: 

	$ 92,500 per annum to be paid by SO, paid bi-weekly. 


 







Bonus: 

	Eligible for SO Corporate bonus plan for amount of salary on SO payroll at
  40% level. 


LTI: 

	You will retain all options issued as an employee of SO under existing
  terms and conditions, although no further options will be provided to you by
  SO.
  
	In the event of a sale of OPM during your employment with OPM, all options
  in SO will vest at the time of the sale (similar benefit to that offered to
  employees on sale of SunOpta BioProcess Inc., Canadian Food Distribution and
  Purity Life) and any options you have in OPM will be subject to provisions as
  determined by the OPM Board of Directors. 


Employee Stock Purchase Plan (SO): You may elect to
contribute between 1% and 10% of your compensation into the Employee Stock
Purchase Plan. Stock will be issued at the end of each quarterly offering period
at a 15% discount to the average share price immediately before the end of the
offering period.

Additional LTD: Your current additional LTD policy will
continue to be covered by SO. 

Termination Provisions: 

As part of this agreement, you commit to remain at OPM for at
least eighteen (18) months. In the event the business is in the process of being
sold at the end of the initial eighteen month period, and assuming you remain
with OPM on the same terms and conditions, the terms of this agreement will be
extended through closing and an agreed upon transition period, if required.

At the end of the eighteen month period or when the business is
sold, your options will be as follows: 

	1. 	
      Remain with OPM on employment terms to be negotiated with
      new owners and if agreed upon, no further commitment from SO.

	 	 
	2. 	
      Exit business with severance package as per existing
      employment terms with SO prior to your transition to OPM (18 month
      severance based on annual salary of $327,500 CDN, bonus based on average
      of last two years bonus earned at SunOpta (Fiscal 2011 and 2012), car
      allowance and benefits for severance period, etc.) – costs to be covered
      by SO.



POLICIES 

Practices & Policies: You agree to be bound by and
comply with all SO Company practices and policies whether written or not, of
which you are aware, or of which you ought to be aware and such practices and
policies form part of this contract of employment. 










You confirm that you have read, signed and agree to abide by
the terms and conditions of SunOpta Inc. Corporate Policies (attached) which
form part of this contract of employment. 

The agreement arising from your acceptance of this offer will
be governed by and constructed in accordance with the laws of the Province of
Ontario and the laws of the Canada applicable therein. 

Signing this letter and the attached policies will be
confirmation of your understanding and acceptance of the terms of your new
employment. 

Yours sincerely, 

	/s/ Steve
      Bromley                        
       	January 10, 2013 
	Steve Bromley 	Date 
	Chief Executive Officer 	  
	SunOpta Inc. 	  
	  	  
	  	  
	  	  
	/s/ John
      Dietrich                      
          	January 10, 2013 
	Accepted by: John Dietrich 	Date