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






Exhibit 10.1 

 

November 8, 2016 

HAND DELIVERED 

WITHOUT PREJUDICE 
PRIVILEGED & CONFIDENTIAL


Hendrik Jacobs 
[Address omitted] 

Dear Rik: 

This letter will confirm our discussion today in which we
advised you that SunOpta Inc. ("SunOpta") has decided to terminate your
employment. The effective date of the termination of your employment is November
11, 2016 (the "Date of Termination") and this letter will be your written
notice of termination.

With effect on the Date of Termination, this letter will
terminate any employment you have with any parent, subsidiary, affiliate,
predecessor or successor of SunOpta. Other than as expressly set out herein,
this letter will also terminate any obligations owed to you by SunOpta pursuant
to any agreement, specifically including the Executive Employment Agreement
between you and SunOpta effective as of July 6, 2015 (the "Employment
Agreement"). 

You will, of course, receive all base salary earned by you to
the Date of Termination and payment for any accrued and unused paid time off
("PTO") owed to you, which amounts are set forth in Schedule "A" hereto.
To the extent not otherwise specifically continued pursuant to this letter, all
payments, benefits, perquisites or other entitlements of any type will end on
the Date of Termination. 

	1. 	
      Severance and Other
  Payments



In accordance with the requirements of the Employment
Agreement, SunOpta will provide you with the payments and entitlements described
in Schedule "A", all subject to the terms and conditions set out in this letter
(including delivery by you of a Release in the form attached as Schedule "B"
hereto, and confirmation of your acceptance of these terms and conditions
evidenced by you signing the Acceptance at the end of this letter); once signed
by you, this letter, including Schedule "A" and Schedule "B" hereto, shall also
be referred to as "this agreement". 

	2. 	
      No Other
Payments



The payments, benefits and other entitlements set out in this
letter shall constitute your complete entitlement and SunOpta's complete
obligations to you whatsoever, including with respect to the cessation of your
employment, whether at common law, statute or contract. For greater certainty,
you confirm that, other than the payments and entitlements set out in paragraph
1 above and Schedule "A" hereto, you have no further payment (including any
bonus payments), benefits, perquisites, allowances or entitlements earned or
owing to you from SunOpta pursuant to any employment or any other agreement
whatsoever (specifically including the Employment Agreement), all of which shall
cease on the Date of Termination without further obligation to you from SunOpta.
All amounts paid or benefits provided to you pursuant to this letter shall be
deemed to include all amounts owing pursuant to the Employment Standards Act,
2000 ("ESA") and you specifically agree that such payments and
benefits (including payment on a payroll basis) represent a greater right or
benefit than that required under the ESA. 




- 2 - 

	3. 	Your Continuing
      Obligations 
	  	  	  
		(a) 	
      Employment Agreement: Notwithstanding the
      cessation of your employment and in consideration of the payments and
      benefits set out in this agreement, you represent and warrant that you
      have abided by and you confirm that you will continue to abide by all of
      the obligations set out in the Employment Agreement and, further and for
      greater certainty, you confirm and agree that, the provisions of the
      Employment Agreement relating to Non-Competition and Non-Solicitation
      shall survive the cessation of your employment and the termination of the
      Employment Agreement and shall be enforceable in accordance with their
      terms. 

	  	  	
       

		(b) 	
      Return of Property: You are required to return
      immediately to SunOpta all of the property of SunOpta in your possession
      or in the possession of your family or agents including, without
      limitation, wireless devices and accessories, computer and office
      equipment, keys, passes, credit cards, customer lists, sales materials,
      manuals, computer information, software and codes, files and all
      documentation (and all copies thereof) dealing with the finances,
      operations and activities of SunOpta, its clients, employees, partners,
      investors or suppliers. 

	  	  	
       

		(c) 	
      Non-Disclosure: You will maintain the severance
      arrangements set out in this agreement in the strictest confidence and you
      will not disclose them except to your immediate family, or to your legal
      or professional advisors (but provided any such person agrees not to
      disclose such information to any other persons) or the extent that such
      disclosure may be required by law. 

	  	  	
       

		(d) 	
      Release: You will execute and return the Release
      attached as Schedule "B" hereto, the terms of which are incorporated
      herein and the delivery of which is a condition of any payment to you by
      SunOpta. 

	  	  	
       

		(e) 	
      Co-operation: During the 24-month period following
      the Date of Termination, at SunOpta's request, you agree to cooperate
      reasonably with SunOpta and its legal advisors in connection with (i) any
      business matters in which you were involved or (ii) any existing or
      potential claims, investigations, administrative proceedings, lawsuits and
      other legal and business matters which arose during your employment or
      involving SunOpta with respect to which you have knowledge of the
      underlying facts. 

	  	  	
       

		(f) 	
      Non-Disparagement: You agree not to take any
      action or make any statement that criticizes, ridicules, disparages or is
      derogatory to SunOpta, its affiliates or their employees, services,
      directors, officers, shareholders, or its financial status, or that damages SunOpta in any of its business
      relationships, or encourages the making of such statements or the taking
      of such actions by someone else. SunOpta agrees not to take any action or
      make any statement that criticizes, ridicules, disparages or is derogatory
      to you or that damages you with respect to your business relationships
      (including your relationship with prospective employers), or encourages
      the making of such statements or the taking of such actions by someone
      else.







- 3 - 

		(g) 	
      Consulting Services: You expressly acknowledge and
      agree that you will provide consulting services to SunOpta as may be
      reasonably requested by SunOpta during the 24-month period following the
      Date of Termination.

	 	 	 
		(h) 	
      Endorsement and Support: You expressly acknowledge
      and agree that that you will endorse and actively support the arrangements
      formally announced by SunOpta in its press release dated October 7, 2016
      during the 24-month period following the Date of Termination.

	 	 	 
	4. 	
      General

	 	 	 
		(a) 	
      Entire Agreement: This agreement constitutes the
      entire agreement between you and SunOpta with reference to any of the
      matters herein provided or with reference to your engagement, any
      employment or office with SunOpta or the cessation thereof. All promises,
      representations, collateral agreements, offers and understandings not
      expressly incorporated in this agreement are hereby superseded and have no
      further effect. For certainty, this agreement replaces and supersedes any
      obligation owed to you by SunOpta pursuant to the Employment
    Agreement.

	 	 	 
		(b) 	
      Positive Reference. A positive letter of reference
      will be provided to you by Alan Murray. Alan Murray will also serve as the
      single point of contact for any verbal references you require following
      the Date of Termination.

	 	 	 
		(c) 	
      Full Understanding: By signing this agreement, you
      confirm that: (i) you have had an adequate opportunity to read and
      consider the terms set out herein, including the Release, and that you
      fully understand them and their consequences; (ii) you have been advised
      to consult with legal counsel of your choosing and that you have obtained
      such legal or other advice as you have considered advisable; and (iii) you
      are signing voluntarily, without coercion, and without reliance on any
      representation, express or implied, by SunOpta, or by any director,
      officer, shareholder, employee or other representative of SunOpta; and
      (iv) this agreement and any payment referred to herein is not an admission
      of liability on SunOpta's part.

	 	 	 
		(d) 	
      Taxes: All payments referred to in this agreement
      will be less applicable withholdings and deductions (if any) and you shall
      be responsible for all tax liability resulting from your receipt of the
      payment and benefits referred to in this letter, except to the extent that SunOpta has withheld
      funds for remittance to statutory authorities.







- 4 - 

	 	(e) 	
      Severability: You hereby agree that each provision
      and the subparts of each provision of this agreement shall be treated as
      separate and independent clauses, and the unenforceability of any one
      clause shall in no way impair the enforceability of any of the other
      provisions of this agreement (which shall continue to be
    enforceable).

	 	 	 
	 	(f) 	
      Governing Law: This agreement and any claims
      arising out of this agreement shall be governed by and construed in
      accordance with the laws of the Province of Ontario and the laws of Canada
      applicable therein, shall in all respects be interpreted, enforced and
      governed under the internal and domestic laws of such province, without
      giving effect to the principles of conflicts of laws of such
    province.



*** 

Your acceptance of the terms and conditions of this letter may
be signified by signing and returning a duplicate of this letter, where
indicated, together with the Release attached as Schedule "B" hereto. We would
appreciate hearing from you by no later than one week from the date of this
letter.

We wish you well in your future endeavours. 

Sincerely, 

SUNOPTA INC. 

/s/ Alan Murray 

Alan Murray 
Chair of the Board of Directors


ACCEPTANCE: 

I hereby acknowledge receipt of this letter, and hereby accept
and agree to be bound by the terms and conditions set out in this letter
together with the enclosed Release.

	/s/ Hendrik Jacobs
    	 	November 8, 2016 
	Hendrik Jacobs 	 	Date 






Exhibit 10.1 

SCHEDULE "A" 
Severance and Other
Entitlements 

Note: All amounts are in U.S. Dollars and are subject to
applicable withholdings and deductions 


	  	Employment Agreement
      Entitlement 
	Base Salary and Vacation 
Pay as
      of Date of 
Termination: 	
      Pro-rated portion of base salary (at $650,000 per year) from last pay
      period until the Date of Termination is $25,000 (for 80 hours). Accrued
      and unused PTO owed to you (based on 32 unused PTO hours for 2016) is
      $10,000. 
Your outstanding base salary and PTO will be paid to you in
      Canadian dollars based on the average conversion rate for the 365-day
      period prior to the Date of Termination. 

	Severance Payment: 	
      You are entitled to receive a severance payment of
      $1,519,442 in accordance with the terms of your Employment Agreement (the
      "Severance Payment"). The Severance Payment will be payable to you
      in equal monthly installments of $42,206.72 for a period of 36 months
      commencing from the Date of Termination and ending on November 11, 2019.
      Your Severance Payment will be paid to you in Canadian dollars based on
      the average conversion rate for the 365-day period prior to the Date of
      Termination. 
The Severance Payment is determined by application of the
      following formula: two times the sum of: (i) your current base salary
      ($650,000); (ii) your average STI for the prior two fiscal years ($92,015,
      being the average of $184,030 for 2014 and nil for 2015); and (iii) the
      annual cost incurred by SunOpta for your automobile allowance, long term
      disability, life insurance and accidental death and dismemberment coverage
      ($17,706). 

	
      Options: 
	
      All unvested options held by you on the Date of
      Termination shall continue to vest for a period of 24 months commencing
      from the Date of Termination and ending on November 11, 2018. Your vested
      options can be exercised until the earlier of (i) the expiry date of the
      option and (ii) May 11, 2019 (the last day of the six-month period
      commencing from November 11, 2018). Your outstanding options are as
      follows: 

	  	       
       • 	100,000 vested options exercisable at $5.14 per share
  
	  	       
       • 	100,000 unvested options exercisable at $5.14 per share
  
	  	       
       • 	54,000 vested options exercisable at $7.36 per share

	  	       
       • 	36,000 unvested options exercisable at $7.36 per share
  
	  	       
       • 	12,378 vested options exercisable at $11.30 per share
  
	  	       
       • 	18,568 unvested options exercisable at $11.30 per share
  
	  	       
       • 	7,383 vested options exercisable at $10.08 per share

	  	       
       • 	29,533 unvested options exercisable at $10.08 per share
  
	  	       
       • 	4,600 vested options exercisable at $10.52 per share

	  	       
       • 	18,400 unvested options exercisable at $10.52 per share
  
	  	         • 	225,400 unvested options
      exercisable at $3.27 per share 
	
      PSUs: 
	
      All Performance Shares Units granted to you prior to the
      Date of Termination will be immediately be forfeited and cancelled
      effective as of the Date of Termination. You will not be entitled to any
      payment in lieu of such forfeited and cancelled Performance Share Units.
      










	  	Employment Agreement
      Entitlement 
	
      Benefits: 
	
      Your employment benefits will be continued for a period
      of four weeks in accordance with the requirements of the ESA. You will be
      entitled to continuation of your medical, prescription and dental care
      benefits for a 24-month period commencing from the Date of Termination and
      ending on November 11, 2018. Your life insurance benefits will terminate
      four weeks following the Date of Termination due to limitations imposed by
      the insurance provider. You may convert your group life insurance benefits
      to individual coverage without evidence of insurability within 31 days of
      the cessation of your group life insurance benefits. 

	
      Expense Reimbursement: 
	
      You will be reimbursed for any incurred but unreimbursed
      business and travel expenses. 

	
      Legal Fees: 
	
      As reimbursement of legal costs incurred by you in
      connection with the termination of your employment and the negotiation of
      this agreement, SunOpta will pay your legal costs up to a maximum of
      $5,000 (inclusive of HST), such sum payable directly to your counsel; an
      appropriate invoice will be required as a condition of payment. 

	
      Phone: 
	
      SunOpta will permit you to keep your iPhone following the
      Date of Termination. You will be responsible for all costs for
      transferring your iPhone from the SunOpta corporate account to your
      personal account. 








SCHEDULE "B" 
Release 

	FROM: 	Hendrik Jacobs 
	  	  
	TO: 	SunOpta Inc., its affiliates, subsidiaries,
      parents and related organizations and their respective partners,
      directors, officers, shareholders, employees and agents
      (collectively "SunOpta") 



	1. 	
      In consideration of the terms of the letter from SunOpta
      Inc. to me, Hendrik Jacobs, dated November 8, 2016 (the "Letter
      Agreement"), which terms are deemed to be and are accepted by me in
      full and final satisfaction of the Executive Employment Agreement between
      SunOpta and me, Hendrik Jacobs, dated July 6, 2015 (the receipt and
      sufficiency of which consideration are hereby acknowledged) and except for
      SunOpta's obligations referred to in the Letter Agreement, I hereby
      remise, release and forever discharge SunOpta of and from all manner of
      actions, causes of action, suits, debts, dues, accounts, bonds, contracts,
      liens, claims and demands whatsoever which I now have, ever had or
      hereafter can, shall or may have for or by reason of any cause, matter or
      thing whatsoever existing to the present time, and particularly and
      without limiting the generality of the foregoing, of and from all claims
      and demands of every nature and kind in any way related to or arising from
      my employment or other engagement with SunOpta, or from any employment
      agreement between me and SunOpta (express or implied and specifically
      including the Employment Agreement), or the termination of such
      employment, engagement or employment agreement, and specifically including
      all damages, salary, remuneration, commission, vacation pay, overtime pay,
      termination pay, severance pay, notice of termination, profit-sharing,
      employee stock options or other equity arrangements, bonus, proceeds of
      any insurance or disability plans, or any other fringe benefit or
      perquisite of any kind whatsoever. The payments contemplated by the
      Executive Agreement are deemed to satisfy all requirements or money owing
      under all applicable laws including without limitation, Part XV of the
      Employment Standards Act, 2000 (Ontario).

	 	 
	2. 	
      I acknowledge that the payments referred to in paragraph
      1 above will be made for the purposes of fully and finally resolving all
      possible claims that I might have against SunOpta in respect of my
      employment with SunOpta and, therefore, in this respect, I covenant and
      agree not to file any complaint under the Employment Standards Act,
      2000 (Ontario), under the Human Rights Code (Ontario), under
      the Workplace Safety and Insurance Act (Ontario) re-employment
      provisions, under the Occupational Health & Safety Act
      (Ontario), under the Pay Equity Act (Ontario), under the
      Labour Relations Act (Ontario), or pursuant to any other applicable
      law or legislation governing or related to my employment with SunOpta. For
      greater certainty, I agree that I am aware of my rights under the Human
      Right Code (Ontario) and I represent, warrant, and hereby confirm that
      I am not asserting such rights, alleging that any such rights have been
      breached, or advancing a human rights claim or complaint. In the event
      that I hereafter make any claim or demand or commence or threaten to
      commence any action, claim or proceeding or to make any complaint against
      SunOpta in this respect, this Release may be raised as an estoppel and
      complete bar to any such action, claim or proceeding.
I confirm that I have no right to re-instatement, recall or
      re-employment with SunOpta and I waive and release all rights I had or may
      have had in this regard.








	3. 	
      I further agree not to make or cause to be initiated any
      claims (expressly including any cross-claim, counterclaim, third party
      action or application) against any other person or corporation who might
      claim contribution or indemnity against the persons or corporations
      discharged by this Release, but solely with respect to matters covered by
      this Release.

	 	 
	4. 	
      I agree that the terms and contents of this Release and
      the payments contemplated in paragraph 1 above shall all remain
      confidential and shall not be disclosed except to the extent required by
      law or as otherwise agreed to in writing by SunOpta. I confirm that it
      shall not be a violation of this paragraph to make disclosure to my
      immediate family or to my legal or professional advisors.

	 	 
	5. 	
      This Release shall be binding upon me and my heirs,
      executors and administrators and shall ensure to your benefit and to the
      benefit of your respective heirs, executors, administrators, successors
      and assigns.

	 	 
	6. 	
      I acknowledge having had an opportunity to review this
      Release and to obtain independent legal advice and that the only
      consideration for this Release is as referred to above. I confirm that no
      other promises or representations of any kind have been made to me to
      cause me to sign this Release.

	 	 
	7. 	
      I acknowledge that this Release or the payment of any
      monies to me by SunOpta, shall not constitute an admission of liability on
      the part of SunOpta, which liability is denied.

	 	 
	8. 	
      I alone shall be responsible for all tax liability
      resulting from my receipt of the payments referred to in paragraph 1 as
      contemplated by the Employment Agreement except to the extent that SunOpta
      has withheld funds for remittance to statutory authorities. I agree to
      indemnify and save SunOpta harmless from any and all amounts payable or
      incurred by SunOpta (or any of you) if it is subsequently determined that
      any greater amount should have been withheld in respect of income tax,
      employment insurance, Canada Pension Plan, or any other statutory
      withholding.




	SIGNED this 8th day of November, 2016 	 )	
	  	 )	  
	/s/ Michelle
      Coleman 	 )	/s/
      Hendrik Jacobs 
	Witness 	 )	Hendrik Jacobs