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






RESTRICTED STOCK UNIT AWARD AGREEMENT 

            This
Restricted Stock Unit Award Agreement (the “Agreement”) is entered into
as of March 9, 2017 (the “Award Date”) by and between SunOpta Inc., a
Canadian corporation (the “Company”), and David Colo (the
“Recipient”). 

            IN
CONSIDERATION of the mutual covenants and agreements set forth in this
Agreement, the parties agree to the following: 

            1.       
Award and Terms of Restricted Stock Units. The Company awards to the
Recipient 50,000 restricted stock units (the “Award”), subject to the
restrictions, terms and conditions set forth in this Agreement and the
Employment Agreement. This Award is not, and shall not be deemed to be, granted
under or subject to the terms of the Company’s Amended 2013 Stock Incentive Plan
or any other plan. This Award is granted pursuant to the terms of the Executive
Employment Agreement dated February 2, 2017 between the Company and the
Recipient (the “Employment Agreement”) and in the event of any
inconsistency between this Agreement and the Employment Agreement as to timing
of vesting or any other provision, the terms of the Employment Agreement shall
control and apply. 

                   (a)       
Rights under Restricted Stock Units. A restricted stock unit (an
“RSU”) represents the unfunded, unsecured right to require the Company to
deliver to the Recipient one common share of the Company (“Common
Shares”) for each RSU.

                   (b)       
Vesting Dates. The RSUs awarded under this Agreement shall initially be
100% unvested and subject to forfeiture. One-third of the RSUs shall vest on
each of the following dates: February 6, 2018, February 6, 2019 and February 6,
2020 (each, a “Vesting Date”) if the Recipient is an employee of the
Company on that Vesting Date and has been employed by the Company continuously
from the Award Date to that Vesting Date. 

                   
(c)        Termination of Employment.
Except as provided in (i), (ii) and (iii) below and the Employment
Agreement, if Recipient’s employment by the Company is terminated at any time
prior to the final Vesting Date, the Recipient shall not be entitled to receive
any shares underlying any RSUs that are not vested as of the date of
termination. 

                   (i)
Total Disability. If the Recipient’s employment with the Company is
terminated at any time prior to the final Vesting Date because of Total
Disability (as defined in the Employment Agreement), all unvested RSUs shall
immediately vest upon the determination of Total Disability and be settled in
accordance with the terms of this Agreement.

                   (ii)
Death. If the Recipient’s employment with the Company is terminated at
any time prior to the final Vesting Date because of death, all unvested RSUs
shall immediately vest as of the date of death and be settled in accordance with
the terms of this Agreement.

                   (iii)
Termination without Cause or for Good Reason. If the Recipient’s
employment by the Company is terminated by the Company without Cause or by the
Recipient for Good Reason at any time prior to the final Vesting Date, the RSUs
shall be treated in accordance with Section 5.3 of the Employment Agreement. If
a Release is not executed by the Recipient in accordance
with the Employment Agreement or any other applicable provision of the
Employment Agreement is not complied with by the Recipient, the Recipient shall
not be entitled to receive any shares underlying any RSUs that are not vested as
of the date of employment termination. For the purposes of this Agreement,
“Cause,” “Good Reason” and “Release” shall have the meanings set forth in
Employment Agreement.




                   (d)       
Restrictions on Transfer. The Recipient may not sell, transfer, assign,
pledge or otherwise encumber or dispose of the RSUs subject to this Agreement.
The Recipient may designate beneficiaries to receive any Common Shares to which
the Recipient is entitled under this Agreement if the Recipient dies before
delivery of such Common Shares by so indicating on a form supplied by the
Company. If the Recipient fails to designate a beneficiary, such Common Shares
shall be delivered as directed by the personal representative of the Recipient’s
estate. 

                   (e)       
No Voting Rights or Dividends. The Recipient shall have no rights as a
shareholder with respect to the RSUs or the Common Shares underlying the RSUs
until the underlying Common Shares are issued to the Recipient. The Recipient
will not be entitled to receive cash payments representing any cash dividends
paid with respect to the Common Stock underlying the RSUs.

                   (f)       
Delivery Date for the Shares Underlying the RSUs. Following the vesting
of the RSUs, the Company shall issue shares underlying the vested RSUs to the
Recipient on a date determined by the Company within 60 days of such vesting;
provided, however, that if the Recipient is obligated to deliver a Release in
accordance with Section 1(c)(iii) and if the Recipient’s Termination Date (as
defined and determined pursuant to the Employment Agreement) occurs during the
last 40 days of the calendar year, the payment shall in no event be made earlier
than the first business day of the succeeding calendar year.

                  
(g)        Taxes and Tax Withholding.


            (i)       
The Award is subject to applicable tax withholding. Prior to any relevant
taxable or tax withholding event, as applicable, the Recipient agrees to make
adequate arrangements satisfactory to the Company to satisfy all federal, state,
provincial and other tax withholding obligations. In this regard, the Recipient
authorizes the Company and its agents, at their discretion, to satisfy
applicable withholding obligations by one or a combination of the following:


            (1)
withholding from the Recipient’s other cash compensation paid by the Company;
or

            (2)
withholding from proceeds of the sale of Common Shares acquired upon
vesting/settlement of the RSUs either through a voluntary sale or through a
mandatory sale arranged by the Company on the Recipient’s behalf pursuant to
this authorization; or 

            (3)
withholding in Common Shares to be issued upon vesting/settlement of the RSUs.


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            (ii)       
If the withholding obligation is satisfied by withholding Common Shares, for tax
purposes the Recipient will be deemed to have been issued the full number of
Common Shares subject to the vested RSUs, notwithstanding that a number of the
Common Shares are held back solely for the purpose of satisfying the
withholding. 

            (iii)       
The Recipient agrees to pay to the Company any amount the Company may be
required to withhold as a result of this award that cannot be satisfied by the
means previously described. The Company may refuse to issue or deliver the
shares or the proceeds of the sale of shares if the Recipient fails to comply
with these obligations. 

            (iv)       
The Recipient acknowledges and agrees that no election under Section 83(b) of
the Internal Revenue Code of the United States can or will be made with respect
to the RSUs. 

                   (h)       
Stock Splits, Stock Dividends. If the outstanding Common Shares of the
Company are hereafter increased or decreased or changed into or exchanged for a
different number or kind of shares or other securities of the Company by reason
of any stock split, combination of shares, dividend payable in shares,
recapitalization or reclassification, appropriate adjustment shall be made by
the Company in the number and kind of shares subject to the RSUs so that the
Recipient’s proportionate interest before and after the occurrence of the event
is maintained. Securities issued in respect of or exchanged for shares issued
hereunder that are subject to restrictions (including vesting and forfeiture
provisions) shall be subject to similar restrictions unless otherwise determined
by the Board of Directors in its discretion. Notwithstanding the foregoing, the
Company shall have no obligation to effect any adjustment that would or might
result in the issuance of fractional shares, and any fractional shares resulting
from any adjustment may be disregarded or provided for in any manner determined
by the Company. Any such adjustments made by the Company shall be conclusive.

                  (i)       
Mergers, Etc. If, while any unvested RSUs are outstanding, there shall
occur a merger, consolidation, amalgamation or plan of exchange, in each case
involving the Company pursuant to which outstanding Common Shares are converted
into cash or other stock, securities or property (each, a “Transaction”),
the Board of Directors, may, in its sole discretion, provide that the unvested
RSUs shall be treated in accordance with any of the following alternatives: 

            (i)       
The RSUs shall be converted into restricted stock units to acquire stock of the
surviving or acquiring corporation in the Transaction (with the vesting schedule
applicable to the RSUs continuing with respect to the replacement award, unless
otherwise accelerated as determined by the Board of Directors in its sole
discretion), with the amount and type of shares subject thereto to be
conclusively determined by the Board of Directors, taking into account the
relative values of the companies involved in the Transaction and the exchange
rate, if any, used in determining shares of the surviving corporation to be held
by holders of shares following the Transaction, and disregarding fractional
shares; 

            (ii)       
The RSUs shall be cancelled effective immediately prior to the consummation of
the Transaction, and, in full consideration of the cancellation, the Company or
the surviving or acquiring company shall pay to the Recipient at the time the RSUs would otherwise have
vested (unless otherwise accelerated by the terms of the Employment Agreement or
as determined by the Board of Directors in its sole discretion), with payment
subject to continued employment of the Recipient by the Company or any acquiring
or surviving company through such vesting date, an amount in cash, for each
unvested RSU, equal to the value, as determined by the Board of Directors, of
the Common Shares subject to the unvested RSUs, taking into account the relative
values of the companies involved in the Transaction and the exchange rate, if
any, used in determining shares of the surviving corporation to be held by
holders of Common Shares following the Transaction or other consideration paid
in the transaction to holders of Common Shares; or 

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            (iii)       
The RSUs shall become vested in full and all unissued shares subject to the RSUs
shall be issued immediately prior to the consummation of the Transaction. 

            (iv)       
In the event the Board of Directors opts that the remaining RSUs shall be
treated in accordance with (i) above, then the surviving or acquiring
corporation in the Transaction must agree to all relevant provisions of the
Employment Agreement pertaining to the RSUs. 

              2.       
Miscellaneous. 

                   (a)       
Entire Agreement; Amendment. This Agreement and the Employment Agreement
constitute the entire agreement of the parties with regard to the subjects
hereof and may be amended only by written agreement between the Company and
Recipient. 

                   (b)       
Electronic Delivery. The Recipient consents to the electronic delivery of
any prospectus and any other documents relating to this Award in lieu of mailing
or other form of delivery. 

                   (c)       
Rights and Benefits. The rights and benefits of this Agreement shall
inure to the benefit of and be enforceable by the Company’s successors and
assigns and, subject to the restrictions on transfer of this Agreement, be
binding upon the Recipient’s heirs, executors, administrators, successors and
assigns. 

                   (d)       
Further Action. The parties agree to execute such further instruments and
to take such further action as may reasonably be necessary to carry out the
intent of this Agreement. 

                   (e)       
Governing Law; Jurisdiction and Venue. This Agreement will be interpreted
under the laws of the state of Minnesota, exclusive of choice of law rules. Any
action or proceeding by either of the parties to enforce this Agreement shall be
brought only in a state or federal court located in the state of Minnesota. 

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                   (f)       
Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original. 

	SUNOPTA INC. 	RECIPIENT 
	  	  
	  	  
	By: /s/ Jill
      Barnett                                               	/s/ David
      Colo                                                 
	Name: Jill Barnett 	David Colo 
	Title: General Counsel 	  


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