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






Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

     THIS AGREEMENT made as of March
29, 2019 between Joseph D. Ennen (the “Executive”) and SunOpta Inc., a
corporation existing under the laws of Canada (the “Company”);

     WHEREAS effective as of April 1,
2019 (the “Effective Date”), the Company wishes to employ the Executive
as the Chief Executive Officer of the Company pursuant to the terms and
conditions set forth in this Agreement and the Executive wishes to be employed
by the Company on such terms and conditions;

     NOW, THEREFORE, in consideration
of the mutual covenants, promises and obligations set forth herein, the parties
agree as follows:

ARTICLE 1 
TERM

The Executive’s employment hereunder shall be effective as of
the Effective Date and, subject to Article 5, shall be for an indefinite term
ending on the Termination Date (the “Employment Term”). 

     ARTICLE 2

POSITION AND DUTIES

	2.1 	Position. 
	  	  
	 	The Executive shall serve as the
      Chief Executive Officer of the Company, at all times reporting to the
      board of directors of the Company (the “Board”). In such position,
      the Executive shall have such duties, authority and responsibility as
      shall be determined from time to time by the Board, which duties,
      authority and responsibility are consistent with the Executive’s position.
      The Executive shall be an officer of the Company and serve as a director
      of the Company for no additional compensation and, if requested, also
      serve as an officer or director of any affiliate of the Company. On the
      Effective Date, the Executive and the Company will enter into a director
      and officer indemnification agreement in the Company’s standard form. In
      addition, the Company shall provide at its cost, directors and officers
      liability coverage for the Executive with a coverage limit that is
      consistent with what is provided to the officers and directors of the
      Company. 









	  	  
	2.2 	Duties. 
	  	  
	  	During the Employment Term, the
      Executive shall devote his full business time and attention to the
      performance of the Executive’s duties hereunder and will not engage in any
      other business, profession or occupation for compensation or otherwise.
      Notwithstanding the foregoing, the Executive will be permitted to, with
      the prior not be unreasonably withheld or delayed, act or serve as a
      director, trustee or committee member written consent of the Board, which
      consent will of any civic or charitable organization, or a for-profit
      business not to exceed one for-profit board, as long as such activities
      are disclosed in writing to the Company in accordance with the Company’s
      Code of Conduct, and do not materially interfere with the performance of
      the Executive’s duties and responsibilities to the Company. 













     ARTICLE 3 
PLACE
OF PERFORMANCE

     The principal place of the
Executive’s employment shall be the Company’s U.S. head office currently located
in Edina, Minnesota; provided that, the Executive may be required to travel on
Company business during the Employment Term. 

     ARTICLE 4

COMPENSATION

4.1 Base Salary. 

     Commencing as of the Effective
Date, the Company shall pay the Executive an annual rate of base salary of
US$700,000, in periodic installments in accordance with the Company’s customary
U.S. payroll practices, but no less frequently than monthly. The Executive’s
base salary shall be reviewed annually by the Board and the Board: (i) may, but
shall not be required to, increase the base salary during the Employment Term;
and (ii) may not decrease the Base Salary during the Employment Term. The
Executive’s annual base salary, as in effect from time to time, is hereinafter
referred to as “Base Salary”. 

4.2 Annual Bonus. 

     (a) The Executive shall have the
opportunity to earn an annual bonus (the amount actually earned, the “Annual
Bonus”) equal to 125% of Base Salary (the amount available to be earned, the
“Target Bonus”), based on the achievement of annual performance goals
established by the Board of Directors (the “Board”). The Board does not
have discretion to award the Executive an Annual Bonus that would result in the
payment to the Executive of an amount that is greater than 250% of Base Salary.


     (b) Except as otherwise provided
in Article 5, (i) the Annual Bonus (including the Target Bonus) will be subject
to the terms of the Company annual bonus plan under which it is granted, as such
plan may be adopted and revised prospectively from time to time by the Board,
and (ii) in order to be eligible to receive an Annual Bonus, the Executive must
be employed by the Company on the date that Annual Bonuses are paid to other
similarly situated executives of the Company. For this purpose, the Executive’s
employment is deemed to cease on the Termination Date (as defined in Section
5.7) . 

4.3 Equity Compensation.


     (a) On the Effective Date, the
Executive shall be granted special one-time awards of (i) a number of restricted
stock units determined by dividing US$1,000,000 by the closing price of the
Company’s common stock as reported on Nasdaq on the Executive’s first day of
employment, or if there has been no sale on that date, on the last preceding
date on which a sale occurred (the “Closing Price”) pursuant to and
subject to the terms of the Restricted Stock Unit Award Agreement substantially
in the form attached as Appendix A of this Agreement (the “Special
RSUs”), (ii) a number of time-based stock options determined by dividing
US$2,000,000 by the current Black/Scholes value of one option on the terms
described herein with an exercise price equal to the Closing Price and subject
to the terms of the Stock Option Award Agreement substantially in the form attached as Appendix B of this
Agreement (the “Special Options”), and (iii) a number of performance
share units determined by dividing US$4,000,000 by the Closing Price and subject
to the terms of the Performance Share Unit Award Agreement substantially in the
form attached as Appendix C of this Agreement (the “Special PSUs”). 

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     (b) Additionally, the Company
shall grant an additional number of restricted stock units (the “Matching
RSUs”) equal to the number of shares of the Company’s common stock purchased
by Executive on the open market within sixty (60) calendar days after
Executive’s first day of employment, provided that the value of the Matching
RSUs will not exceed US$1,000,000, with the value per share for this purpose
equal to the average cost per share paid by Executive in making such purchases.
The Matching RSUs shall be subject to the restrictions, terms and conditions set
forth in the Restricted Stock Unit Award Agreement substantially in the form
attached as Appendix A of this Agreement. All stock purchases by the Executive
shall be in accordance with the Company’s insider trading policy. 

     (c) On the Effective Date, the
Company and the Executive shall execute the award agreements substantially in
the forms attached as Appendix A (with respect to the Special RSUs), Appendix B
(with respect to the Special Options) and Appendix C (with respect to the
Special PSUs) (collectively, the “Special Award Agreements”), and with
the exercise price of the Special Options equal to the Closing Price. Within 90
days following the Executive’s first day of employment, the Company and the
Executive shall execute a Special Award Agreement substantially in the form
attached as Appendix A with respect to the Matching RSUs and with the same
vesting schedule applicable to the initial grant of the Special RSUs. The stock
purchases made by the Executive during the first 60 days of employment shall be
retained as part of the Executive’s stock ownership requirement as further
described in Section 7.2 and in accordance with the Company’s stock ownership
policy. The Company shall have the right in its sole discretion to cancel all or
part of the additional Matching RSU grant in the event the Executive, during the
vesting period, disposes of any of the purchased stock. 

     The equity grants described in
paragraphs (a) and (b) above are intended to represent sign-on inducement awards
and three years of grants representing annual long-term incentive participation.
Any future restricted stock units (“RSUs”), stock options
(“Options”), performance share units (“PSUs”) or other form of
equity compensation award granted to the Executive shall be determined by the
Board, in its discretion, and subject to terms and conditions of such award
grants. 

4.4 Employee Benefits. 

     Subject to the terms and
conditions of the applicable plans and policies, each as amended from time to
time, during the Employment Term, the Executive shall be entitled to participate
in all employee pension, retirement savings and group benefit plans, practices
and programs maintained by the Company, as in effect from time to time
(collectively, “Employee Benefit Plans”). The Company reserves the right
to amend or cancel any Employee Benefit Plan at any time in its sole discretion,
subject to the terms of such Employee Benefit Plan. 

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4.5 Paid Time-Off. 

     During each fiscal year (prorated
for partial years) of the Employment Term, the Executive shall be entitled to
200 hours of paid time-off in accordance with the Company’s paid time-off
policies, as in effect from time to time. 

4.6 Business Expenses. 

     The Executive shall be entitled
to reimbursement for all reasonable and necessary out-of-pocket business,
entertainment and travel expenses incurred by the Executive in connection with
the performance of the Executive’s duties hereunder in accordance with the
Company’s expense reimbursement policy, as in effect from time to time. 

4.7 Relocation Costs

     The Company shall pay the
Executive US$150,000 (such amount to be grossed up for all taxes) in
satisfaction of Executive’s relocation expenses relating to his relocation from
Walnut Creek, CA to Edina, Minnesota, payable within fifteen (15) days after
Executive lists or offers his primary residence for sale. If the Executive
terminates his employment without Good Reason or is terminated by the Company
for Cause prior to the one year anniversary of the Effective Date, the Executive
shall be required to repay the Company the gross amount of any relocation
expenses paid or reimbursed pursuant to this Section 4.7. 

4.8 Clawback Provisions.


     Notwithstanding any provision in
this Agreement to the contrary, all compensation paid to the Executive pursuant
to this Agreement or any other agreement or arrangement with the Company which
is subject to recovery under the Company’s Clawback Policy (which may be amended
from time to time) or any applicable law, government regulation or stock
exchange listing requirement (the “Clawback Laws”) will be subject to
such deductions and clawback as may be required to be made pursuant to the
Clawback Policy and Clawback Laws. 

ARTICLE 5 
TERMINATION OF EMPLOYMENT; CHANGE OF
CONTROL

5.1 Notice.

     The Executive’s employment
hereunder may be terminated by either the Company or the Executive at any time
during the Employment Term and for any, or no, reason by providing written
notice of the termination of the Executive’s employment (the “Termination
Notice”). Upon termination of the Executive’s employment, the Executive
shall be entitled to the compensation and benefits described in, and subject to,
this Article 5 and shall have no further rights to any compensation or any other
benefits from the Company or any of its affiliates. 

5.2 Termination for Cause or Without Good
Reason. 

     (a) If the Executive’s employment
is terminated by the Company for Cause or by the Executive without Good Reason,
the Executive shall be entitled to the following: 

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     (i) any
accrued but unpaid Base Salary and accrued but unused paid time-off which shall
be paid on the pay date immediately following the Termination Date (as defined
below) in accordance with the Company’s customary payroll procedures;

     (ii)
reimbursement for unreimbursed business expenses properly incurred by the
Executive, which shall be subject to and paid in accordance with the Company’s
expense reimbursement policy, as in effect from time to time;

     (iii) any
Special RSUs, Special PSUs and Matching RSUs that are vested as of the
Termination Date but have not yet been settled shall be settled in accordance
with the terms of the applicable Special Award Agreement, and any Special
Options that are vested as of the Termination Date shall be exercisable
thereafter only in accordance with the terms of the applicable Special Award
Agreement; and

     (iv) all
unvested Special RSUs, unvested Special PSUs, unvested Matching RSUs and
unvested Special Options shall be immediately forfeited and cancelled. 

Paragraphs (i), (ii) and (iii) of this Section 5.2(a) are
referred to herein collectively as the “Accrued Amounts”. 

(b) For purposes of this Agreement, “Cause” shall
mean:

     (i) the
Executive’s engagement in dishonesty, illegal conduct or gross misconduct,
which, in each case, the Board has reasonably determined is or is likely to be
materially injurious to the Company or its affiliates;

     (ii) the
Executive’s embezzlement, misappropriation or fraud, whether or not related to
the Executive’s employment with the Company;

     (iii) the
Executive’s conviction of or plea of guilty or nolo contendere to a crime that
constitutes a felony (or state law equivalent) or a crime that constitutes a
misdemeanor involving moral turpitude;

(iv) the Executive’s violation of a
material policy of the Company;

     (v) the
Executive’s willful unauthorized disclosure of Confidential Information (as
defined below); or

     (vi) the
Executive’s material breach of any material obligation under this Agreement
(including but not limited to the obligations under Section 6.3 and Section 6.4)
or any other written agreement between the Executive and the Company where such
breach is not cured within twenty (20) days of written notice by the Company of
such breach. 

     (c) For purposes of this
Agreement, “Good Reason” shall mean the occurrence of any of the
following, in each case during the Employment Term without the Executive’s
written consent: 

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     (i) a
material reduction in the Executive’s Base Salary other than a general reduction
in Base Salary that affects all similarly situated executives in substantially
the same proportions;

     (ii) a
material reduction in the Executive’s Target Bonus opportunity;

     (iii) any
material breach by the Company of any material provision of this Agreement;

     (iv) the
Company’s failure to obtain an agreement from any successor to the Company to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no succession had taken
place, except where such assumption occurs by operation of law;

     (v) a
material, adverse change in the Executive’s title, authority, duties or
responsibilities (other than temporarily while the Executive is physically or
mentally incapacitated or as required by applicable law) taking into account the
Company’s size, status as a public company and capitalization as of the date of
this Agreement;

     (vi) a
material adverse change in the reporting structure applicable to the Executive;
or

     (vii) a
change in the principal place of Executive’s employment from Edina, Minnesota by
more than 50 miles. 

     The Executive cannot terminate
his employment for Good Reason unless he has provided written notice to the
Company of the existence of the circumstances providing grounds for termination
for Good Reason within 30 days of the Executive’s knowledge of the existence of
such grounds and the Company has had at least 30 days from the date on which
such notice is provided to cure such circumstances, and if not cured, the
Executive terminates his employment within 60 days following the end of such
cure period. If the Executive has not provided such written notice within 30
days of the Executive’s knowledge of the initial existence of the applicable
grounds, then the Executive will be deemed to have waived his right to terminate
for Good Reason with respect to such grounds. 

5.3 Termination Without Cause or for Good
Reason. 

     If the Executive’s employment
hereunder is terminated by the Company without Cause or by the Executive for
Good Reason during the Employment Term, the Executive shall be entitled to
receive the Accrued Amounts and, conditional upon the Executive’s compliance
with Article 6 of this Agreement and his execution of a release of claims in
favor of the Company, its affiliates and their respective officers and directors
substantially in the form attached hereto as Appendix D (the “Release”),
the Executive shall also be entitled to the following, with such payments to be
made on a date determined by the Company but in any event within sixty (60) days
following the Termination Date except as otherwise provided:

     (a) a lump sum payment equal to
two (2) times the sum of (i) the Executive’s Base Salary and (ii) the
Executive’s Target Bonus amount; 

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     (b) the amount of Annual Bonus
earned, but not yet paid, in the fiscal year prior to the fiscal year in which
the Termination Date occurs;

     (c) all unvested Special RSUs and
Matching RSUs, and only in the event the Executive terminates for Good Reason
all the unvested Special Options, shall immediately vest on the Termination Date
and be settled in accordance with the terms of the applicable Special Award
Agreements; and

     (d) any Special Options not
addressed in Section 5.3(c) and Special PSUs which have not vested as of the
Termination Date shall be forfeited and cancelled. 

     The Company’s obligations to make
any payments under this Section 5.3 shall be conditioned on the Executive
executing and delivering to the Company the Release within twenty-one (21) days
following the date the Company delivers the Release to the Executive after the
date the Termination Notice is received by the Executive and the Release
becoming effective by virtue of the Executive not revoking the Release during
the period the Executive is allowed by law to revoke. 

5.4 Death.

     (a) The Executive’s employment
hereunder shall terminate automatically upon the Executive’s death during the
Employment Term. 

     (b) If the Executive’s employment
is terminated during the Employment Term on account of the Executive’s death,
the Executive’s estate shall be entitled to the following, with such payments to
be made on a date determined by the Company within 60 days following death
except as otherwise provided below:

(i) the Accrued Amounts;

(ii) any amount of Annual Bonus earned,
but not yet paid, in the fiscal year prior to the fiscal year in which the
Termination Date occurs;

(iii) all unvested Special RSUs,
Matching RSUs, and Special Options shall immediately vest on the Termination
Date and be settled in accordance with the terms of the applicable Special Award
Agreements or be exercisable thereafter only in accordance with the terms of the
applicable Special Award Agreement; and

(iv) any Special PSUs which have not
vested as of the Termination Date shall be forfeited and cancelled. 

5.5 Total Disability.

     (a) The Company may terminate the
Executive’s employment on account of the Executive’s Total Disability. 

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(b) If the Executive’s employment is
terminated during the Employment Term on account of the Executive’s Total
Disability, the Executive shall be entitled to the following, with such payments to be made on a date determined by the Company
within 60 days following the termination due to the Executive’s Total Disability
except as otherwise provided below:

(i) the Accrued Amounts;

(ii) any amount of Annual Bonus earned,
but not yet paid, in the fiscal year prior to the fiscal year in which the
Termination Date occurs;

(iii) all unvested Special RSUs,
Matching RSUs, and Special Options shall immediately vest on the Termination
Date and be settled in accordance with the terms of the applicable Special Award
Agreements or be exercisable thereafter only in accordance with the terms of the
applicable Special Award Agreement; and

(iv) any Special PSUs which have not
vested as of the Termination Date shall be forfeited and cancelled. 

    (c) For purposes of this Agreement,
“Total Disability” means a mental or physical impairment which is
expected to result in death or which has lasted or is expected to last for a
continuous period of 12 months or more and which causes Executive to be unable,
in the reasonable opinion of the Company, to perform his duties as an employee
of the Company, and solely with regards to the Performance Share Unit Award
Agreement only if Executive is considered “disabled” within the meaning of
Treasury Regulations Section 1.409A -3(i)(4). 

5.6 Change of Control. 

     (a) If the Executive’s employment
hereunder is terminated by the Executive for Good Reason or by the Company
without Cause (other than on account of the Executive’s death or Total
Disability) during the Employment Term, in each case during the Change of
Control Period, the Executive shall be entitled to receive the Accrued Amounts
and, conditional upon the Executive’s execution of a Release, shall also be
entitled to the following, on a date determined by the Company (but in any event
within sixty (60) days following the Termination Date except as otherwise
provided below):

     (i) to a
lump sum payment equal to two (2) times the sum of (x) the Executive’s Base
Salary, and (y) the Executive’s Target Bonus;

     (ii) any
amount of Annual Bonus earned, but not yet paid, in the fiscal year prior to the
fiscal year in which the Termination Date occurs; and

     (iii) all
unvested Special RSUs, Matching RSUs and Special Options shall immediately vest
on the Terminate Date and be settled in accordance with the terms of the
applicable Special Award Agreements or be exercisable thereafter only in
accordance with the terms of the applicable Special Award Agreement. 

     The Company’s obligations to make
any payments under this Section 5.6(a) shall be conditioned on the Executive
executing and delivering to the Company the Release within twenty-one (21) days
following the date the Company delivers the Release to the Executive after the
date the Termination Notice is received by the Executive and the Release
becoming effective by virtue of the Executive not revoking the Release during the period the
Executive is allowed by law to revoke. 

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     (b) For purposes of this
Agreement, “Change of Control” shall mean the occurrence of any of the
following after the Effective Date:

     (i) the
acquisition of ownership, directly or indirectly, beneficially or of record, by
any person or combination of persons acting jointly or in concert with each
other, of the outstanding common shares of the Company representing more than
50% of the aggregate ordinary voting power represented by the issued and
outstanding common shares;

     (ii) the
sale, lease, exchange or other disposition, in a single transaction or a series
of related transactions, of assets, rights or properties of the Company and/or
any of its subsidiaries representing all or substantially all of the assets,
rights and properties of the Company and its subsidiaries on a consolidated
basis to any other person or entity, other than a disposition to a wholly owned
subsidiary of the Company in the course of a reorganization of the assets of the
Company and its subsidiaries;

    (iii) a
resolution is adopted to wind-up, dissolve or liquidate the Company;

    (iv) 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

    (v) any
consolidation, merger, amalgamation, or plan of exchange involving the Company
as a result of which the holders of outstanding common shares of the Company
immediately prior to the transaction do not continue to hold at least 50% or
more of the outstanding voting securities of the surviving company or a parent
of the surviving company immediately after the transaction, disregarding any
voting securities issued to or retained by such holders in respect of securities
of any other party to the transaction; or

   (vi) the Board adopts
a resolution to the effect that a Change of Control as defined herein has
occurred or is imminent. 

Notwithstanding the foregoing, and solely with regards to the
Performance Share Unit Award Agreement, a Change of Control shall only occur if
the Change of Control constitutes a change in the ownership or effective control
of the Company, or a change in the ownership of a substantial portion of the
assets of the Company, within the meaning of Treasury Regulations Section 1.409A
-3(i)(5).

     (c) In the event of a Change of
Control any Special PSUs which have not vested as of the date of the Change of
Control shall be handled in accordance with the terms of the Performance Share
Unit Award Agreement.

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     (d) For purposes of this
Agreement, “Change of Control Period” shall mean any of the
following:

(i) within 12 months following a Change
of Control; or

(ii) within two (2) months prior to a
Change of Control if (a) the Executive is terminated by the Company without
Cause; and (b) it is reasonably demonstrated by the Executive that such
termination of employment arose in connection with, or anticipation of, a Change
of Control. 

5.7 Termination Date. 

The Executive’s Termination Date shall be:

     (a) If the Executive’s employment
hereunder terminates on account of the Executive’s death, the date of the
Executive’s death;

     (b) If the Executive’s employment
hereunder is terminated on account of the Executive’s Total Disability, the date
that it is determined that the Executive has a Total Disability;

     (c) If the Company terminates the
Executive’s employment hereunder for Cause, the date the Termination Notice is
delivered to the Executive;

     (d) If the Company terminates the
Executive’s employment hereunder without Cause, the date which is the later of
the date specified in the Termination Notice or the date the Termination Notice
is received by the Executive;

     (e) If the Executive terminates
his employment hereunder with or without Good Reason, the date specified in the
Termination Notice, which shall be not less than 60 days following the date on
which the Termination Notice is delivered; and

(f) Any other date mutually agreed upon by the Company and the
Executive. 

5.8 Other Equity Compensation and Employee
Benefits. 

     Upon the termination of the
Executive’s employment hereunder for any reason, (i) the treatment of all RSUs,
Options, PSUs or other form of equity compensation award other than Special
RSUs, Special PSUs, Matching RSUs and Special Options granted to the Executive
shall be governed by the terms of any applicable plan or any successor or
replacement plan and the applicable award agreements, and (ii) subject to any
requirements of applicable law regarding continuation of employee benefits
following termination of employment, the treatment of all benefits provided to
the Executive pursuant to the Employee Benefit Plans shall be governed by the
terms of the respective plans. 

5.9 Resignation of All Other
Positions. 

     Upon termination of the
Executive’s employment hereunder for any reason, the Executive agrees to resign,
effective on the Termination Date, from all positions that the Executive holds
as an officer or member of the board of directors (or a committee
thereof) of the Company or any of its affiliates. 

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5.10 Section 280G.

     (a) If any of the payments or
benefits received or to be received by the Executive including, without
limitation, any payment or benefits received in connection with a Change of
Control or the Executive’s termination of employment, whether pursuant to the
terms of this Agreement or any other plan, arrangement or agreement, or
otherwise (all such payments collectively referred to herein as the “280G
Payments”) constitute “parachute payments” within the meaning of Section
280G of the Internal Revenue Code (the “Code”) and would, but for this
Section 5.10, be subject to the excise tax imposed under Section 4999 of the
Code (the “Excise Tax”), then prior to making the 280G Payments, a
calculation shall be made comparing (i) the Net Benefit (as defined below) to
the Executive of the 280G Payments after payment of the Excise Tax to (ii) the
Net Benefit to the Executive if the 280G Payments are limited to the extent
necessary to avoid being subject to the Excise Tax. If, and only if, the amount
calculated under (i) above is less than the amount under (ii) above, the 280G
Payments will be reduced to the minimum extent necessary so that no portion of
the 280G Payments is subject to the Excise Tax. “Net Benefit” shall mean
the present value of the 280G Payments net of all federal, state, local, foreign
income, payroll, and excise taxes. If multiple amounts are subject to reduction,
the amounts shall be reduced (but not below zero) in a manner determined by the
Company that is consistent with the requirements of Section 409A of the Code
(“Section 409A”) and otherwise so as to maximize the after-tax benefit to
the Executive. 

     (b) All calculations and
determinations under this Section 5.10 shall be made by an independent
accounting firm or independent tax counsel appointed by the Company (the “Tax
Counsel”) whose determinations shall be conclusive and binding on the
Company and the Executive for all purposes. For purposes of making the
calculations and determinations required by this Section 5.10, the Tax Counsel
may rely on reasonable, good faith assumptions and approximations concerning the
application of Section 280G and Section 4999 of the Code. The Company and the
Executive shall furnish the Tax Counsel with such information and documents as
the Tax Counsel may reasonably request in order to make its determinations under
this Section 5.10. The Company shall bear all costs the Tax Counsel may
reasonably incur in connection with its services. 

     ARTICLE 6

CONFIDENTIALITY, NON-COMPETITION
AND
NON-SOLICITATION

6.1 Confidential Information
Defined. 

     (a) For purposes of this
Agreement, “Confidential Information” includes, but is not limited to,
all information not generally known to the public, in spoken, printed,
electronic or any other form or medium, relating directly or indirectly to:
business processes, practices, methods, policies, plans, publications,
documents, research, operations, services, strategies, techniques, agreements,
contracts, terms of agreements, transactions, potential transactions,
negotiations, pending negotiations, know-how, trade secrets, computer programs,
computer software, applications, operating systems, work-in-process, databases,
manuals, records, financial information, results, developments, reports,
internal controls and security procedures. The Executive 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. Confidential Information shall not include
information that is generally available to and known by the public at the time
of disclosure to the Executive; provided that, such disclosure is through no
direct or indirect fault of the Executive or person(s) acting on the Executive’s
behalf. 

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6.2 Disclosure and Use Restrictions of
Confidential Information. 

     The Executive agrees and
covenants: (i) to treat all Confidential Information as strictly confidential;
(ii) not to directly or indirectly disclose, publish, communicate or make
available Confidential Information, or allow it to be disclosed, published,
communicated or made available, in whole or part, to any entity or person
whatsoever (including other employees of the Company) not having a need to know
and authority to know and use the Confidential Information in connection with
the business of the Company and, in any event, not to anyone outside of the
direct employ of the Company except as required in the performance of the
Executive’s authorized employment duties to the Company. Nothing stated herein
shall preclude the disclosure of Confidential Information by the Executive in
response to a valid order of a court, governmental agency or other governmental
body of the United States or any political subdivision thereof or as otherwise
required by law, provided that prior to any such disclosure the Executive shall
notify the Company to enable the Company to seek a protective order. 

     The Executive understands and
acknowledges that his obligations under this Agreement with regard to any
Confidential Information shall commence immediately upon the Executive first
having access to such Confidential Information (whether before or after the
Effective Date) and shall continue during and after his employment by the
Company until such time as such Confidential Information has become public
knowledge other than as a result of the Executive’s breach of this Agreement.


6.3 Non-Competition.

     (a) During the Employment Term
and during the 24-month period immediately following the Termination Date, the
Executive agrees and covenants not to engage in Prohibited Activity in the
United States or Canada without the prior written consent of the Company Chair
of the Board, which such consent may be withheld at his or her sole and absolute
discretion. 

     (b) For purposes of this
Agreement, “Prohibited Activity” is activity in which the Executive
contributes his knowledge, directly or indirectly, in whole or in part, as an
employee, employer, owner, operator, manager, advisor, consultant, investor,
agent, employee, partner, director, stockholder, officer, volunteer, intern or
any other similar capacity to any entity engaged in the same business as the
Company, including those engaged in any business in the private label frozen
fruit, beverage, snacks or organic ingredients foods sector. 

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     (c) Nothing herein shall prohibit
the Executive from purchasing or owning less than two percent (2%) of the
publicly traded securities of any corporation, provided that such ownership
represents a passive investment and that the Executive is not a controlling
person of, or a member of a group that controls, such corporation. 

6.4 Non-Solicitation of Customers and
Employees. 

     (a) The Executive agrees and
covenants not to directly or indirectly solicit or attempt to solicit any
customer or prospective customer of the Company or any affiliate of the Company
during the 24-month period immediately following the Termination Date. 

     (b) The Executive agrees and
covenants 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 or any affiliate of the Company during the 24-month period immediately
following the Termination Date. This prohibition shall not apply to general
solicitations or other non-targeted recruiting efforts. 

6.5 Acknowledgement.

     (a) The Executive acknowledges
and agrees that the services to be rendered by him to the Company are of a
special and unique character; that the Executive will obtain knowledge and skill
relevant to the Company’s industry, methods of doing business and marketing
strategies by virtue of the Executive’s employment; and that the restrictive
covenants and other terms and conditions of this Agreement are reasonable and
reasonably necessary to protect the legitimate business interest of the Company.


     (b) The Executive further
acknowledges that the amount of his compensation reflects, in part, his
obligations and the Company’s rights under Article 6; that he has no expectation
of any additional compensation, royalties or other payment of any kind not
otherwise referenced herein in connection herewith; that he will not be subject
to undue hardship by reason of his full compliance with the terms and conditions
of Article 6 or the Company’s enforcement thereof. 

6.6 Remedies.

     In the event of a breach or
threatened breach by the Executive of Article 6, the Executive hereby consents
and agrees that the Company shall be entitled to seek, in addition to other
available remedies, a temporary or permanent injunction or other equitable
relief against such breach or threatened breach from any court of competent
jurisdiction, without the necessity of showing any actual damages or that
monetary damages would not afford an adequate remedy. The aforementioned
equitable relief shall be in addition to, not in lieu of, legal remedies,
monetary damages or other available forms of relief. 

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ARTICLE 7 
GENERAL

7.1 Governing Law; Jurisdiction and
Venue.

     This Agreement, for all purposes,
shall be construed in accordance with the laws of the state of Minnesota without
regard to conflicts of law principles. 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. The parties hereby irrevocably submit
to the exclusive jurisdiction of such courts and waive the defense of
inconvenient forum to the maintenance of any such action or proceeding in such
venue. 

7.2 Stock Ownership
Requirements. 

     The Executive shall be expected
to maintain ownership of Company common stock having a value equal to five times
his Base Salary in accordance with guidelines established by the Compensation
Committee from time to time. The Executive will be required to meet this
ownership requirement within five years after the Effective Date. 

7.3 Section 409A. 

     (a) General Compliance. This
Agreement and all payments under this Agreement are intended to comply with
Section 409A or an exemption thereunder and shall be construed and administered
in accordance with Section 409A. Notwithstanding any other section of this
Agreement, any payment under this Agreement may only be made upon an event and
in a manner that complies with Section 409A or an applicable exemption. All
payments under this Agreement that may be excluded from Section 409A either as
separation pay due to an involuntary separation from service or as a short-term
deferral shall be excluded from Section 409A to the maximum extent possible. For
purposes of Section 409A, each installment payment under this Agreement shall be
treated as a separate payment. References in this Agreement to “payments under
this Agreement” shall include all payments pursuant to the Special RSUs,
Matching RSUs and the Special Options. Notwithstanding the foregoing, the
Company makes no representations that the payments and benefits provided under
this Agreement comply with Section 409A, and in no event shall the Company be
liable for all or any portion of any taxes, penalties, interest, or other
expenses that may be incurred by the Executive on account of non-compliance with
Section 409A. 

     (b) Separation from Service. Any
payment under this Agreement that constitutes “nonqualified deferred
compensation” within the meaning of Section 409A and is payable upon a
termination of employment of the Executive shall only be made upon the
Executive’s “separation from service” with the Company within the meaning of
Section 409A, and any reference to Termination Date shall similarly mean the
date of such “separation from service” with the Company. 

     (c) Specified Employee.
Notwithstanding any other provision of this Agreement, if any payment or benefit
provided to the Executive in connection with his termination of employment is
determined to constitute “nonqualified deferred compensation” within the meaning
of Section 409A and the Executive is determined to be a “specified employee” as
defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be
paid until the first payroll date to occur following the six-month anniversary
of the Termination Date or, if earlier, on the Executive’s death (the
“Specified Employee Payment Date”). The aggregate of any payments that
would otherwise have been paid before the Specified Employee Payment Date and
interest on such amounts calculated based on the applicable federal rate
published by the Internal Revenue Service for the month in which the Executive’s
separation from service occurs shall be paid to the Executive in a lump sum on
the Specified Employee Payment Date and thereafter, any remaining payments shall
be paid without delay in accordance with their original schedule. 

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     (d) Reimbursements. To the extent
required by Section 409A, each reimbursement or in-kind benefit provided under
this Agreement shall be provided in accordance with the following:

     (i) the
amount of expenses eligible for reimbursement, or in-kind benefits provided,
during each calendar year cannot affect the expenses eligible for reimbursement,
or in-kind benefits to be provided, in any other calendar year;

     (ii) any
reimbursement of an eligible expense shall be paid to the Executive on or before
the last day of the calendar year following the calendar year in which the
expense was incurred; and

     (iii) any
right to reimbursements or in-kind benefits under this Agreement shall not be
subject to liquidation or exchange for another benefit. 

     (a) Payments Contingent Upon
Execution and Delivery of Release. If any payment under this Agreement is
contingent upon the execution and delivery of a Release and if the Termination
Date with respect to which such payment is being made 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. 

7.4 Entire Agreement. 

     Unless specifically provided
herein, this Agreement, along with the agreements appended hereto, contain all
of the understandings and representations between the Executive and the Company
pertaining to the subject matter hereof and supersedes all prior and
contemporaneous understandings, agreements, representations and warranties, both
written and oral, with respect to such subject matter. The parties mutually
agree that the Agreement can be specifically enforced in court and can be cited
as evidence in legal proceedings alleging breach of the Agreement. 

7.5 Modification and Waiver.


     No provision of this Agreement
may be amended or modified unless such amendment or modification is agreed to in
writing and signed by the Executive and by the Chair of the Board. No waiver by
either of the parties of any breach by the other party hereto of any condition
or provision of this Agreement to be performed by the other party hereto shall
be deemed a waiver of any similar or dissimilar provision or condition at the
same or any prior or subsequent time, nor shall the failure of or delay by
either of the parties in exercising any right, power or privilege hereunder
operate as a waiver thereof to preclude any other or further exercise thereof or
the exercise of any other such right, power or privilege. 

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7.6 Severability.

     If any portion of this Agreement
shall be held by a court as unenforceable and thus stricken, such holding shall
not affect the validity of the remainder of this Agreement, the balance of which
shall continue to be binding upon the parties. 

7.7 Counterparts.

     This Agreement may be executed in
separate counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument. 

7.8 Notice.

     Notices and all other
communications provided for in this Agreement shall be in writing and shall be
delivered personally or sent by registered or certified mail, return receipt
requested, or by overnight carrier to the parties at the addresses set forth
below (or such other addresses as specified by the parties by like notice):

	 	If to the Company: 	 
	 	  	 
	 	SunOpta Inc. 	 
	 	2233 Argentia Road, Suite 401 	 
	 	Mississauga, Ontario L5N 2X7 	 
	 	Phone: (905) 821-9669 	 
	 	Fax: (905) 819-7971 	 
	 	  	 
	 	Attention: Chair of the Board 	 
	 	With a copy to: General Counsel 	 
	 	  	 
	 	If to the Executive: 	 
	 	  	 
	 	The last known address of the Executive in the
      Company’s records. 	 


7.9 Representations of the
Executive.

The Executive represents and warrants to the Company that:

     (a) The Executive’s acceptance of
employment with the Company and the performance of his duties hereunder will not
conflict with or result in a violation of, a breach of, or a default under any
contract, agreement or understanding to which he is a party or is otherwise
bound. 

     (b) The Executive’s acceptance of
employment with the Company and the performance of his duties hereunder will not
violate any non-competition, non-solicitation or other similar covenant or
agreement with a prior employer. 

16




7.10 Withholding.

     The Company shall have the right
to withhold from any amount payable hereunder any taxes, contributions, premiums
or other amounts in order for the Company to satisfy any withholding obligation
it may have under any applicable law or regulation. 

7.11 Survival.

     Upon the expiration or other
termination of this Agreement, the respective rights and obligations of the
parties hereto shall survive such expiration or other termination to the extent
necessary to carry out the intentions of the parties under this Agreement. 

7.12 Acknowledgment of Full
Understanding. 

     THE EXECUTIVE ACKNOWLEDGES AND
AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS
AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY
TO ASK QUESTIONS AND CONSULT WITH INDEPENDENT COUNSEL BEFORE SIGNING THIS
AGREEMENT. 

[SIGNATURE PAGE FOLLOWS] 

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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written. 

		 SUNOPTA INC. 	 
	  	 	 
	  	 	 
		By: /s/ Dean
      Hollis 	 
		       Name: Dean
    Hollis	 
	         	       Title: Chair of
      the Board	 



	JOSEPH D. ENNEN 
	 	 
	Signature: 	/s/ Joseph D. Ennen
  


[Signature Page to Executive Employment Agreement]




APPENDIX “A”

RESTRICTED STOCK UNIT AWARD AGREEMENT




APPENDIX “B”

STOCK OPTION AWARD AGREEMENT




APPENDIX “C”

PERFORMANCE SHARE UNIT AWARD AGREEMENT




APPENDIX “D”

FORM OF RELEASE OF CLAIMS

Release

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


1. Full and Final Release. In consideration of the terms
of the letter from SunOpta Inc. to me, Joseph Ennen, dated ____________, 20__
(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, Joseph Ennen, made on March 29, 2019 (the receipt and
sufficiency of which consideration are hereby acknowledged) and except for
SunOpta's obligations referred to in the Letter Agreement, I, Joseph Ennen,
personally and for my heirs, executors, administrators, successors and assigns,
fully, finally and forever releases and discharges SunOpta 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 Release 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 omissions occurring
through the date I sign this Release. 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.

2. Compliance with Older Worker Benefit Protection Act.
This Release is subject to the Older Workers Benefit Protection Act (“OWBPA”),
which provides that I cannot waive a right or claim under the Age Discrimination
in Employment Act (the “ADEA”) unless the waiver is knowing and voluntary. I
acknowledge and agree that I have executed this Release voluntarily and with
full knowledge of its consequences. I acknowledge and agree that: (a) this
Release is written in language I understand; (b) this Release applies to any
rights I may have under the ADEA; (c) this Release does not apply to any rights
or claims I may have under the ADEA which arise after the date I execute this
Agreement; (d) I am advised to consult with an attorney before signing this
Release; (e) SunOpta is giving me a period of twenty-one (21) days to consider
this Release. I may accept and sign this Release before the expiration of the
twenty-one (21) day period, but I am not required to do so by SunOpta; (f) for a
period of fifteen (15) days following the signing of this Release, I may revoke
the waiver of the ADEA claims in this Release by personally delivering or by
mailing (postmarked within fifteen days after I sign this release) written
notice of revocation to SunOpta; (g) this Release shall become
      effective on the sixteenth day after I sign it, and any revocation shall
      apply only to ADEA claims. Except as to the ADEA claims, this Release will
      remain in full force and effect.

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	3. 	
      Exceptions to the Release. 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 I sign this Release, (iii) any claims under
      Executive’s director and officer indemnification agreement or pursuant to
      the Company’s or any Subsidiary’s charter documents; (iv) rights to group
      medical or group dental insurance coverage pursuant to Section 4980B of
      the Internal Revenue Code of 1986, as amended (“COBRA”), (v) with respect
      to any rights under the equity award agreements with the Company, as the
      same may be modified by the terms of the Employment Agreement, (vi) that
      may arise after I sign this Release, and (vi) which cannot be released by
      private agreement. I understand that nothing in this Release (a) prevents
      me from filing a charge or complaint with or from participating in an
      investigation or proceeding conducted by the EEOC, the National Labor
      Relations Board, the Securities and Exchange Commission, or any other
      federal, state or local agency charged with the enforcement of any laws,
      including providing documents or other information, or (b) prevents me
      from exercising my rights under Section 7 of the NLRA to engage in
      protected, concerted activity with other employees, although by signing
      this Release, I am waiving my right to recover any individual relief
      (including any backpay, frontpay, reinstatement or other legal or
      equitable relief) in any charge, complaint, or lawsuit or other proceeding
      brought by me or a third party on my behalf, except for any right I may
      have to receive a payment from a government agency (and not SunOpta) for
      information provided to the government agency.



SIGNED this ___ day of _____________, 20__. 

__________________________________________ 
Joseph
Ennen

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