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






 

March 28, 2018 

Robert McKeracher 
[Address Omitted] 

Dear Rob, 

As we continue transforming our business under the Value
Creation Plan, your leadership and commitment to the organization is essential.
The purpose of this letter is to confirm the understanding between you and
SunOpta regarding your employment as we continue our journey and build upon our
efforts in 2018 and beyond. 

If you voluntarily remain employed with SunOpta through the
later of (i) the date SunOpta’s Annual Report on Form 10-K for the fiscal year
ending December 28, 2019 is filed with the Securities and Exchange Commission or
(ii) March 31, 2020 (the latest of such dates to occur being referred to herein
as the “Retention Date”), you will receive a retention bonus equivalent to sixty
percent (60%) of your annual base salary as of the Retention Date (the
“Retention Bonus”). The Retention Bonus shall be comprised of a 50% cash payment
and 50% of a grant of Restricted Stock Units. The cash portion of the Retention
Bonus, less all applicable withholdings, will be paid to you on the first
regular payroll date following the Retention Date. The Restricted Stock Units
shall be issued within ten (10) days after the date of this letter and shall
vest on the Retention Date if you are entitled to receive the Retention Bonus.


If SunOpta terminates your employment without “Cause” prior to
the Retention Date, you will be paid the entire cash amount of the Retention
Bonus on the first regular payroll date following the date of termination of
your employment and your Restricted Stock Units will vest immediately as of the
termination date of your employment. For purposes of this letter, “Cause” means:
(i) your engagement in dishonesty, illegal conduct or gross misconduct, which
is, in each case, materially injurious to SunOpta; (ii) your embezzlement,
misappropriation or fraud whether or not related to your employment with
SunOpta; or (iii) your conviction of or plea of guilty or nolo contendere
to a crime that constitutes an indictable or felony offence (excluding driving
offences) or a crime that constitutes a misdemeanor involving moral
turpitude.

On the Retention Date you may elect to voluntarily terminate
your employment and receive the severance payment as defined in your executive
employment agreement with SunOpta dated October 10, 2011 (the “Severance
Payment”). If you voluntarily terminate your employment with SunOpta at any time
prior to or following the Retention Date, you will not be entitled to receive
the Severance Payment. If SunOpta terminates your employment without Cause at
any time prior to, on or following the Retention Date, you will be entitled to
receive the Severance Payment. 

If you elect to voluntarily terminate your employment on the
Retention Date or SunOpta terminates your employment without Cause prior to, on
or following the Retention Date, you will continue to be eligible for any
payments earned or owing under the applicable Short-Term Incentive Plan (“STIP”)
for (i) any earned but not yet paid STIP for the prior fiscal year; and (ii) a
pro-rata portion of your 2018 or 2019 STIP based upon your termination date
subject to a payout to senior leaders under the STIP for that year. The payment
of STIP, if any, will be paid out to you in accordance with the normal payout
timeframe for all employees. 

Lastly, it is agreed that if you elect to voluntarily terminate
your employment on the Retention Date (whether or not SunOpta elects to waive
your resignation notice requirement) or SunOpta terminates your employment
without Cause prior to, on or following the Retention Date (i) any long-term
incentive grants awarded to you as of the date of this letter shall continue to
vest through May 24, 2020 and (ii) any vested options can be exercised through
the earlier of the expiration date of the option or June 24, 2020. In the event of a conflict between the terms of this letter and any
applicable award agreement or stock incentive plan document, the terms of this
letter will control.





	 	– 2 – 	March 29, 2018 


Respectfully, 

/s/ David Colo 

David Colo 
President and CEO 

I agree to the above conditions of employment.

	/s/ Robert McKeracher 	March 28, 2018 
	Employee Signature 	Date