SunOpta Inc.: Exhibit 10.5 - Filed by newsfilecorp.com






Exhibit 10.5 
 

March 17, 2013 

Michelle Coleman 
[Address omitted] 

Dear Michelle: 

As per our discussions, I am most pleased to offer you the
position of Chief Human Resources Officer with SunOpta Inc. 

Personally, I am extremely confident that you will be a great
fit with SunOpta and vice versa. Even more important, I am sure the role will be
both challenging and rewarding, but also a great deal of fun as we continue to
grow and position SunOpta as a world class leader in natural and organic foods.
I look forward to working with you in this role. 

TITLE 
Chief Human Resources Officer 

REPORTING TO 
Steve Bromley, Chief
Executive Officer 

OFFICE LOCATION 
7301 Ohms Lane
Suite 600, Edina, Minnesota 


START DATE 
TBD 

COMPENSATION 


Starting Salary: Your base
compensation will be set at US $235,000.00 per annum, prorated for any partial
year of work. SunOpta, Inc. has 26 pay periods per year. Your salary and related
compensation package will be reviewed annually with the next review scheduled
for April 1, 2014. 

Short–term incentive
bonus: You will be eligible to participate in the SunOpta Corporate
Bonus Plan (the “STI”). Your target bonus will be 30% of your salary, pursuant
to the terms of the Bonus Plan. The short term inventive plan is administered in
line with the fiscal reporting calendar. You will be eligible for bonus based on
the SunOpta Corporate Bonus Plan, which is based on a combination of budgeted
return on net asset (RONA) results (50%), budgeted corporate return on equity
(25%) and budgeted net earnings at the corporate level (25%). This plan has a
minimum threshold of 90% for all parameters and an upside is payable at 2% for
each 1% of target bonus overachievement for each metric. For net earnings at a
corporate level the over–achievement starts at 100% of the budget before any allowance. The terms of this
plan are reviewed on an annual basis by the Board of Directors and are subject
to change. 




Exhibit 10.5 
 


Long–Term Incentive: You
will be entitled to an annual long–term incentive. Currently the incentive is
awarded via an annual grant of stock options which will be targeted to be
equivalent to 30% of your base salary, rounded to the nearest 100 shares. The
calculation of the value of the options toward the amount equivalent to 30% of
your base salary will be based on the "Black–Scholes" method for determining
stock option value. The actual amount of the annual options grant is at the sole
discretion of the Board of Directors after considering current business
performance, current share price, availability of options in the Stock Option
Plan and other factors as deemed appropriate by the Board. Options have a ten
year term and vest over five years with the first 20% vesting after one year and
20% per year thereafter. 

One–Time Stock
Option Grant: In acknowledgment of your
appointment to this position, 25,000 Stock Options will be granted to you at the
first scheduled Board of Directors meeting following your commencement date, the
exercise price of which shall be the closing price of the Company's common
shares on the last trading day prior to this meeting. These options will vest
20% per annum on the anniversary date of the grant and have a ten year term. For
greater clarity, all terms and conditions relating to these options shall be in
accordance with the Company's Stock Option Plan. In the event the Company is
unable to issue and price stock options at the first meeting following your
commencement date due to restrictions with the issuance of securities by
regulatory authorities, these options will be issued and priced based on the
closing price on such date which is two days after the lifting of applicable
restrictions or the earliest date authorized by the applicable regulatory
authorities. 

Car Allowance: $750.00 per month based on
an allowance paid through payroll at $346.15 per pay. 

Benefits: You will be eligible to participate in the
SunOpta insurance benefit plan (the “Insurance Plan”), effective the
1st day of the month following 30 days of your hire date. You will
find the details of this plan in our Employee manual. 

401K: You will be automatically enrolled
under the SunOpta 401K plan after six months of service. 

Employee Stock Purchase
Plan: You may elect to contribute between 1% and 10% of your base
salary into the Employee Stock Purchase Plan, subject to maximum contribution
limits as detailed in the Plan. (Plan limits value of stock received through the
plan to a maximum of $25,000 per year). Stock is issued at the end of each
quarterly offering period based on a 15% discount to the average share price
immediately before the end of the offering period. You are eligible to enroll in
the plan at the beginning of the next offering period subsequent to your start
date. All senior management are encouraged to utilize this plan as one of the
methods available to establish an ownership position in the Company. 

Professional Fees: The Company will pay
reasonable annual professional fees related to your employment. 




Exhibit 10.5 
 

Paid Time off: You will be
granted PTO in accordance with SunOpta’s policies and procedures and the laws of
Minnesota. You will be able to use four weeks PTO, pro–rated for the remainder
of the calendar year, after completion of 90 days of employment 



Change of Control: In the
event of a Change of Control of the Company (defined as 50% or more of the
common shares owned by one investor group) all unvested options will immediately
vest. 

In addition, should material changes be proposed to your
position, you will have the option to receive a lump sum severance payment equal
to twelve (12) months of the total of your then annual base salary and annual
bonus, plus the continuation of the auto benefits and medical, dental and
insurance benefits, with the exception of short and long term disability
insurance, for a period of twelve (12) months following the date that employment
is terminated. 

For the purposes of calculating severance under a Change of
Control, the bonus will be based on the higher of the average of the prorated
year to date results, assuming a minimum of six (6) months have elapsed for that
current fiscal year plus the preceding year bonus payout or the average bonus
payout of your previous two years of employment. 

Transition Allowance: You will also be
provided the following one time benefits in recognition of your transition from
your current employment. 

	1. 	
      Your eligible bonus for 2013 will not be pro–rated based
      on your starting date, and thus you will qualify for full bonus in 2013.
      

	 	 
	2. 	
      You will be paid an additional US $5,000.00 per month
      ($2,307.69 per pay period) for each month of full–time employment with
      SunOpta through to the end of 2013. 



SUNOPTA POLICIES 

Practices & Policies:
You agree to be bound by and comply with all 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 Business Ethics and Code of Conduct Policy as
described in our employee manual. 


OTHER: 

This employment offer is contingent upon successful completion
of pre–employment drug screening, background screening, and your ability to
produce documentation of your eligibility to work in the United States, as
required by the Immigration Reform and Control Act of 1986 (as amended). Your
employment with SunOpta shall be at will, meaning that either you or SunOpta may
terminate your employment at any time for any reason or no reason at all. 




Exhibit 10.5 
 

Please sign a copy of this letter, and email your acceptance to
the Talent Acquisition Department. Please retain a copy of this letter for
yourself and return the original via mail as confirmation of your understanding
and acceptance of these terms of employment. 

Sincerely, 

/s/ Steve Bromley 

Steve Bromley 
Chief Executive Officer 
SunOpta, Inc.


I have read, understand and accept the terms and conditions set
out in this letter. 

	/s/ Michelle Coleman 	March 18, 2013 
	Signature: 	Date: