SunOpta Inc.: Exhibit 10.9 - Filed by newsfilecorp.com






Exhibit 10.9 

EMPLOYMENT AGREEMENT AMENDMENT 

This Employment Agreement Amendment (“Agreement”) is between
The Organic Corporation B.V. (hereinafter referred to as “Company”) and G.J.M.
VERSTEEGH (“Employee”). 

In relation to the Employment Agreement dated April 2012 (Annex
1) between Company and Employee, this Agreement serves as an amendment.

For the purposes of this Agreement Company shall mean the
Company and its subsidiaries.

	1. 	
      CHANGE IN CONTROL




	(a) 	
      Definitions. For purposes of this
  Agreement:



“Change in Control” means the
occurrence of any of the following: 

(i) any “person” or “group” (within the
meaning of Sections 13(d) and 14(d)(2) of the U.S. Securities Exchange Act of
1934, as amended (“Exchange Act”) shall, as a result of a tender or exchange
offer, open market purchases or privately negotiated purchases from anyone other
than the Company, have become the beneficial owner (within the meaning of Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company ordinarily having the right to vote for the election of directors
(“Voting Securities”) representing a majority of the combined voting power of
the then outstanding Voting Securities; or 

(ii) at any time during a period of two
consecutive years, individuals who at the beginning of such period constituted
the Board of Directors of the Company (“Incumbent Directors”) shall cease for
any reason to constitute at least a majority thereof; provided, however, that
the term “Incumbent Director” shall also include each new director elected
during such two-year period whose nomination or election was approved by
two-thirds of the Incumbent Directors then in office; or 

(iii) any consolidation, merger or plan
of exchange involving the Company (“Merger”) as a result of which the holders of
outstanding Voting Securities immediately prior to the Merger do not continue to
hold at least 50% of the combined voting power of the outstanding Voting
Securities of the surviving corporation or a parent corporation of the surviving
corporation immediately after the Merger, disregarding any Voting Securities
issued to or retained by such holders in respect of securities of any other
party to the Merger 

(iv) any sale, lease, exchange, or
other transfer (in one transaction or a series of related transactions) of all
or substantially all of the assets of the Company (“Asset Sale”).

	a. 	
      Termination upon Change in
  Control



If, at any time during a period of
twelve (12) months following a Change of Control, the Company terminates the
Employment Agreement without Cause and/or the Company causes “Good Reason,” the
conditions under the Employment Agreement according to clause 1.6 will
apply.

“Good Reason” means:

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	 	Company:____ 
	 	Employee:____
  






(i) a unilateral decrease of the base
salary, or a unilateral amendment of the authority, duties or responsibilities
of the Employee. A unilateral change in reporting line will only cause
Constructive Dismissal in the event this change leads to a deterioration of
Employee’s position; or 

(ii) requiring the Employee to relocate
to another office which is located more than eighty (80) miles from the current
office of the Employee; or 

(iii) if the Company fails to enable
the Employee to reach his targets or the Employee does not receive his employee
benefits (unless such is related to broad organizational changes); or 

(iv) an action or inaction by the
Company that constitutes a material breach of this Agreement or any other
agreement between parties.

“Cause” shall mean:

(i) an act by the Employee that
constitutes a felony under the laws of the United States or any individual State
or under the laws of a foreign country; or 

(ii) an act of fraud, embezzlement,
sexual harassment, dishonesty, theft, or an intentional act that results in a
material loss, damage or injury to the Company; or 

(iii) an act of moral turpitude which
is materially injurious to the Company; or

(iv) the failure of Employee to
participate in the reasonable and lawful business activities of the Company in a
manner consistent with his job duties, provided such failure continues for more
than ten days after written notice to the Employee specifying such failure in
reasonable detail. 

	b. 	
      Equity treatment upon termination due to Change in
      Control



(i) If the Company terminates the
employment agreement without Cause at any time during twelve (12) months
following a Change of Control or the Employee terminates the employment
agreement due to “Good Reason”, all unvested stock options held by the Employee
at that time shall immediately become vested in full and can be exercised
according to the 2002 and 2013 Stock Incentive Plans.

(ii) If a Merger or an Asset Sale
(each, a “Company Sale”) occurs before the vesting date of any
Performance Share Units held by the Employee, the Employee shall be entitled to
receive a payout according to clause 3.1 of Exhibit C (Sunopta Inc. 2016
performance share unit award agreement) which Exhibit is attached as Annex
2. The shares will be issued no later than thirty (30) days following the
Company Sale. The number of shares issued in such event shall be the amount
determined by the payout factor (clause 2.2 Exhibit C). For purposes of this
Agreement the payout factor will be calculated as if the performance period
ended on the last day of the Company’s most recently completed fiscal quarter
prior to the date of the Company Sale. For this purpose, performance measures
and the related payout factors applicable to the awards may be adjusted by the
Board of Directors in accordance with clause 2.3 of Exhibit C.

This Agreement will be governed by the
laws of the Netherlands.

EMPLOYEE: 

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	 	Company:____ 
	 	Employee:____
  







	/s/ G.J.M. Versteegh 	Date: 19-08-2016 
	G.J.M. Versteegh 	 


COMPANY: 

	/s/ Michelle Coleman 	Date: 8-23-2016 
	Michelle Coleman 	 
	CHRO 	 


Firmwide:140976478.1 070321.1000

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	 	Employee:____