SunOpta Inc.: Exhibit 10.10 - Filed by newsfilecorp.com






Exhibit 10.10 

SEPARATION AGREEMENT AND FULL AND FINAL RELEASE 

This agreement (the “Agreement”) is entered into between Daniel
Turney (“Employee”) and SunOpta Inc. (the “Company”). 

1.     Termination of Employment
Relationship. Employee and the Company will end their employment
relationship on August 23, 2016 (the “Termination Date”). The Company may
relieve Employee of all duties and place the Employee on administrative leave
prior to the Termination Date by providing written notice. Employee no longer
will be authorized to transact business or incur any expenses, obligations and
liabilities on behalf of the Company after the earlier of being placed on
administrative leave or the Termination Date. Employee agrees not to seek
reinstatement, future employment, or other working relationship with the Company
or any of its affiliates. Employee acknowledges (i) receipt of all compensation
and benefits due through the Termination Date as a result of services performed
for the Company with the receipt of a final paycheck except as provided in this
Agreement; (ii) Employee has reported to the Company any and all work-related
injuries incurred during employment; and (iii) the Company properly provided any
leave of absence because of Employee’s or a family member’s health condition and
Employee has not been subjected to any improper treatment, conduct or actions
due to a request for or taking such leave.

2.    
Consideration. In consideration of Employee’s promises in this Agreement,
and upon expiration of the revocation period so long as Employee has not
revoked, the Company will provide Employee: 

	 	A. 	
      Severance pay in the total gross amount of $138,053.08 to
      be paid as soon as administratively feasible; and

	 	 	 
	 	B. 	
      If Employee elects COBRA, Company will pay the employer
      portion and COBRA fees for medical and dental coverage for five (5)
      months. Employee is responsible for the Employee portion of such
      coverage.



The Company will apply standard tax and other applicable
withholdings to payments made to Employee. Employee agrees that the
consideration the Company will provide includes amounts in addition to anything
of value to which Employee already is entitled. The Company also will pay
Employee accrued but unused vacation regardless of whether Employee signs this
Agreement. Although the Company is under no obligation to provide reinstatement,
employment, re-employment, consulting or other similar status, if the Company
recalls Employee within three months of termination, Employee may be obligated
to repay certain severance benefits as more fully explained in the Company
Severance Plan.

3.     Full and Final Release. In
consideration of the benefits provided by the Company, Employee, for Employee
personally and Employee’s heirs, executors, administrators, successors and
assigns, fully, finally and forever releases and discharges the Company and its
affiliates, as well as their respective successors, assigns, officers, owners,
directors, agents, representatives, attorneys, and employees (all of whom are
referred to throughout this Agreement as the “Released Parties”), of and from
all claims, demands, actions, causes of action, suits, damages, losses, and
expenses, of any and every nature whatsoever, as a result of actions or 1omissions occurring through the date Employee signs this
Agreement. Specifically included in this waiver and release are, among other
things, any and all claims of alleged employment discrimination and retaliation
prohibited by Title VII of the Civil Rights Act of 1964, the Americans with
Disabilities Act, the Age Discrimination in Employment Act, including the
amendments provided by the Older Workers Benefits Protection Act, or any other
federal, state or local statute, rule, ordinance, or regulation, as well as any
claims under common law for tort, contract, or wrongful discharge.

1





The above release does not waive claims (i) for unemployment or
workers’ compensation benefits, (ii) for vested rights under ERISA-covered
employee benefit plans as applicable on the date Employee signs this Agreement,
(iii) that may arise after Employee signs this Agreement, and (iv) which cannot
be released by private agreement. Nothing in this Agreement prevents Employee
from filing a charge or complaint with or from participating in an investigation
or proceeding conducted by any federal, state or local agency charged with the
enforcement of any employment laws, although by signing this release Employee is
waiving rights to individual relief based on claims asserted in such a charge or
complaint, except charges before the National Labor Relations Board or otherwise
where such a waiver of individual relief is prohibited.

4.     Restrictive Covenants.
Employee understands and acknowledges that by virtue of his employment with
the Company, he had access to and knowledge of Confidential Information (defined
hereafter), was in a position of trust and confidence with the Company, and
benefitted from the Company’s goodwill. Employee further understands and
acknowledges that the restrictive covenants below are necessary to protect the
Company's legitimate business interests in its Confidential Information and
goodwill. Employee further understands and acknowledges that the Company's
ability to reserve these for the exclusive knowledge and use of the Company is
of great competitive importance and commercial value to the Company and that the
Company would be irreparably harmed if the Employee violates the restrictive
covenants below. 

(a)     Confidentiality. Employee
understands and acknowledges that during the course of his employment, he has
had access to and learned about confidential, secret and proprietary documents,
materials and other information, in tangible and intangible form, of and
relating to the Company, its businesses and existing and prospective customers,
suppliers, investors and other associated third parties ("Confidential
Information"). For purposes of this Agreement, Confidential Information
includes, but is not limited to, all information not generally known to the
public, whether oral or written, relating directly or indirectly to financial
statements, projections, evaluations, plans, programs, customers, suppliers,
facilities, equipment and other assets, products, processes, manufacturing,
marketing, research and development, trade secrets, know-how, patent
applications that have not been published, technology and other confidential
information and intellectual property of the Company. Employee understands that
the above list is not exhaustive, and that Confidential Information also
includes other information that is marked or otherwise identified as
confidential or proprietary, or that would otherwise appear to a reasonable
person to be confidential or proprietary in the context and circumstances in
which the information is known or used. Employee agrees, as a condition of this
Agreement, that Employee will not use or disclose any Confidential Information
which Employee learned or that came into Employee possession during the course
of employment with the Company. Among other things, and without limitation,
Employee will not use or disclose, without the consent of the Company, any trade
secrets, confidential or proprietary information of or concerning the Company,
its owners, affiliates, customers or suppliers.

2




(b)     Non-Solicitation of
Employees. Employee understands and acknowledges that the Company has
expended and continues to expend significant time and expense in recruiting and
training its employees. Employee agrees, as a condition of this Agreement, not
to directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or
induce the termination of employment of any employee of the Company for a period
of twenty-four (24) months from the Termination Date. 

(c)     Non-Solicitation of Customers.
Employee understands and acknowledges that the Company has expended and
continues to expend significant time and expense in developing customer
relationships, customer information and goodwill, and that because of the
Employee's experience with and relationship to the Company, he has had access to
and learned about much or all of the Company’s customer information. Customer
information includes, but is not limited to, names, phone numbers, addresses,
e-mail addresses, order history, order preferences, chain of command, product
information, pricing information and other information identifying facts and
circumstances specific to the customer. Employee agrees, as a condition of this
Agreement, not to directly or indirectly solicit, contact, attempt to contact or
meet with the Company's current, former or prospective customers for purposes of
offering or accepting goods or services similar to or competitive with those
offered by the Company for a period of twenty-four (24) months from the
Termination Date. 

5.     Agreement Confidentiality.
The nature and terms of this Agreement are strictly confidential and they have
not been and shall not be disclosed by Employee at any time to any person other
than Employee’s lawyer or accountant, a governmental agency, or Employee’s
immediate family without the prior written consent of an officer of the Company,
except as necessary in any legal proceedings directly related to the provisions
and terms of this Agreement, to prepare and file income tax forms, or as
required by court order after reasonable notice to the Company.

6.     Cooperation. Employee agrees
to cooperate with the Released Parties regarding any pending or subsequently
filed litigation, claims or other disputes involving the Released Parties that
relate to matters within the knowledge or responsibility of Employee. Without
limiting the foregoing, Employee agrees (i) to meet with a Released Party’s
representatives, its counsel or other designees at mutually convenient times and
places with respect to any items within the scope of this provision; (ii) to
provide truthful testimony regarding same to any court, agency, or other
adjudicatory body; and (iii) to provide the Company with notice of contact by
any adverse party or such adverse party’s representative, except as may be
required by law. The Company will reimburse Employee for reasonable expenses in
connection with the cooperation described in this paragraph. 

7.     Non-Admission. This Agreement
shall not be construed as an admission by the Company of any liability or acts
of wrongdoing or unlawful discrimination, nor shall it be considered to be
evidence of such liability, wrongdoing, or unlawful discrimination. 

8.     Non-Disparagement. Except as
otherwise provided in Paragraph 4 above, Employee agrees not to make statements
to clients, customers and suppliers of the Company (or any of its affiliates) or
to other members of the public that are in any way disparaging or negative
towards the Company, any of its affiliates, or the products, services,
representatives or employees of any of the foregoing. Nothing in this paragraph
prohibits Employee from complying with a court order or lawful subpoena. 

3




9.     Advice of Counsel, Consideration
and Revocation Periods, Other Information. The Company advises Employee to
consult with an attorney prior to signing this Agreement. Employee has
twenty-one (21) days to consider whether to sign this Agreement (the
“Consideration Period”). Employee must return this signed Agreement to the
Company’s representative set forth below within the Consideration Period but not
prior to the Termination Date. If Employee signs and returns this Agreement
before the end of the Consideration Period, it is because Employee freely chose
to do so after carefully considering its terms. Additionally, Employee shall
have fifteen days (15) from the date of the signing of this Agreement to revoke
this Agreement by delivering a written notice of revocation within the
fifteen-day revocation period to Michelle Coleman, SunOpta, 7301 Ohms Lane,
Suite 600, Edina, MN 55439. If the revocation period expires on a weekend or
holiday, Employee will have until the end of the next business day to revoke.
This Agreement will become effective on the sixteenth day after Employee signs
this Agreement provided Employee does not revoke this Agreement. Any
modification or alteration of any terms of this Agreement by Employee voids this
Agreement in its entirety. Employee agrees with the Company that changes,
whether material or immaterial, do not restart the running of the Consideration
Period. Employee knowingly and voluntarily agrees to all of the terms set forth
in this Agreement. 

10.     Applicable Law and General
Provisions. This Agreement shall be interpreted under Minnesota law. This
Agreement sets forth the entire agreement between the parties. Employee is not
relying on any other agreements or oral representations not fully addressed in
this Agreement. Any prior agreements between or directly involving Employee and
the Company are superseded by this Agreement, except any prior agreements
related to inventions, business ideas, confidentiality of corporate information,
and non-competition remain intact. To the extent of any conflict between the
terms of this Agreement and the Company’s severance plan, the provisions of this
Agreement shall prevail. The provisions of this Agreement are severable, and if
any part of this Agreement, except Paragraph 3, is found by a court of law to be
unenforceable, the remainder of this Agreement will continue to be valid and
effective. The headings in this Agreement are provided for reference only and
shall not affect the substance of this Agreement.

In exchange for the promises contained in this Agreement, the
Company promises to provide the benefits set forth in this Agreement. 

	 	 	 
	Date: 8/23/2016 	Michelle Coleman 	/s/ Michelle Coleman 
	  	7301 Ohms Lane, Suite 600 	Signature 
	  	Edina, MN 55439 	  


Employee has read and understood this Agreement, signs this
Agreement waiving valuable rights, and acknowledges that this Agreement is final
and binding.

	 	 	 
	Date: 8/23/16 	Daniel E. Turney 	/s/ Daniel E. Turney 
	Not valid if signed 	Name Printed 	Signature 
	before Termination 	  	  
	Date 	  	  



    4