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






Exhibit 10.1 

SUNOPTA INC. 

STOCK DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS 

1. Purpose; Effective Date. The Board of Directors (the
“Board”) of SunOpta Inc. (the “Company”) adopts this Stock Deferral Plan for
Non-Employee Directors (the “Plan”) for the purpose of providing a mechanism for
non-employee directors to defer the receipt of common shares (“Common Shares”)
issued under restricted stock units (“RSUs”) granted under the Company’s 2013
Stock Incentive Plan (the “Stock Incentive Plan”). The Plan is effective as of
August 12, 2014 (the “Effective Date”). 

2. Eligibility. Non-employee directors of the Company
(“Directors”) are eligible to defer receipt of Common Shares under the Plan.


3. Deferral Elections. A Director may elect to defer
receipt of Common Shares issuable for service as a director under RSUs awarded
under the Stock Incentive Plan by submitting a “Participation Agreement” to the
Company on a form specified by the Company no later than the applicable deferral
deadline. Any Director who has submitted a Participation Agreement is hereafter
referred to as a “Participant.” A Participation Agreement submitted by a
Participant shall automatically continue from year to year and shall be
irrevocable with respect to stock compensation for a year once the deferral
deadline for stock compensation for that year has passed, but the Participant
may modify or terminate a Participation Agreement for compensation for any year
by submitting a revised Participation Agreement or otherwise giving written
notice to the Company at any time on or prior to the deferral deadline for stock
compensation for that year. 

(a) Elections by Continuing Directors. The deferral
deadline for an election to defer receipt of Common Shares issuable under RSUs
for services performed in any calendar year shall be the last business day of
the prior calendar year. 

(b) New Directors. A person who first becomes a Director
during a calendar year may elect to defer stock compensation referred to in
paragraph (a) above that is payable solely for services performed during the
remainder of the calendar year after submission of the Participation Agreement,
subject to all of the provisions of paragraph (a), except that the election
shall be made within 30 days after the date the person becomes a Director. 

4. Accounts. 

(a) Accounts. The Company shall establish on its books a
stock account (individually, an “Account” and collectively, the “Accounts”) for
each Participant which shall be denominated in Common Shares, including
fractional shares.

(b) Crediting of Deferrals. Deferred RSU Shares shall be
credited to a Participant’s Account as of the date the RSUs become vested.




(c) Dividend Credits. As of each date for payment of
dividends on the Common Shares, each Account shall be credited with an
additional number of Common Shares (including fractional shares) equal to the
total amount of dividends that would have been paid on the number of shares
recorded as the balance of that Account as of the record date for such dividend
divided by the closing market price for the Common Shares on such dividend
payment date as reported on Nasdaq or other market on which the Common shares
trade determined by the Compensation Committee of the Board of Directors (the
“Committee”). 

(d) Statement of Account. At the end of each calendar
quarter, a report shall be issued by the Company to each Participant setting
forth the balance of the Participant’s Account under the Plan. 

5. Payment of Benefits. 

(a) Plan Benefits. The Company shall pay Plan benefits
to each Participant equal to the Participant’s Account. Each Participation
Agreement shall include an election by the Participant as to the term of benefit
payments with respect to amounts deferred under the Participation Agreement.
Except as otherwise provided in this Section 5, such elections shall be
irrevocable with respect to compensation once the deferral deadline for that
compensation has passed. Participants may make different payment elections with
respect to subsequent deferrals of compensation, but no Participant may at any
time have compensation deferred under the Plan payable under more than two
different terms of benefit payments. 

(b) Commencement of Payments. Payment of benefits shall
commence in January of the year following the year in which service as a
Director of the Company ceases in a manner that constitutes a “separation from
service” within the meaning of United States Treasury Regulation section 1.409A
-1(h). If a Participant is a “specified employee” within the meaning of United
States Treasury Regulation section 1.409A -1(i) as of the date of separation
from service, any benefit that otherwise would be payable within six months
after separation from service will not be paid during such six-month period and
instead will be paid (without any interest or accrued dividends) on the first
business day after the date that is six months after the separation from service
or, if earlier, upon the death of the Participant.

(c) Term of Payments. Participants may elect in their
Participation Agreements to have benefits from their Accounts paid in (i) up to
five annual installments, (ii) a single lump sum payment, or (iii) a combination
of a partial lump sum payment (expressed as a percentage) and the remainder in
up to five annual installments. At all times with respect to
the amount deferred the right to a series of installment payments is treated as
a right to a series of separate payments. 

(d) Medium of Payments. Benefits payable to a
Participant from an Account shall be paid as a distribution of Common Shares
(rounded to a number of whole shares).

(e) Payment Timing and Valuation. All lump sum payments
or installment payments due under the Plan in any year shall be paid on a date
in January determined by the Company. All payments shall be based on Account
balances as of the close of business on the last trading day of the immediately
preceding year. The amount of each installment payment shall be determined by dividing the Account balance by the
number of remaining installments, including the current installment to be paid. 

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(f) Modification of Payment Elections. After a
Participant’s election under Section 5(c) regarding the term of any benefit
payments has otherwise become irrevocable or after the deferral deadline for a
deferral election under Section 3 with respect to RSU Shares has passed, the
Participant may elect to change such term of payments provided (1) no such
change shall be effective unless the change election is made in writing
delivered to the Company no later than the last day of the second year preceding
the year in which payment of such benefits would otherwise have commenced and
(2) the change election must include an election to defer commencement of
payment of benefits for a period of not less than five (5) years from the year
in which payment of such benefits would otherwise have commenced; provided,
however, that a change is not permissible unless all payments under any such
change election will be completed by the fifth year following the year in which
service as a Director ceases in a manner that constitutes a “separation from
service” within the meaning of United States Treasury Regulation section 1.409A
-1(h).

(g) Designation of Beneficiaries; Death.

(i) Each Participant shall have the right, at any time, to
designate any person or persons as the Participant’s beneficiary or
beneficiaries (both primary as well as secondary) to whom benefits under this
Plan shall be paid in the event of the Participant’s death prior to complete
distribution of the benefits due under the Plan. Each beneficiary designation
shall be in written form prescribed by the Company and will be effective only if
filed with the Company during the Participant’s lifetime. Such designation may
be changed by the Participant at any time without the consent of a beneficiary.
If no designated beneficiary survives the Participant, the balance of the
Participant’s benefits shall be paid to the Participant’s surviving spouse or,
if no spouse survives, to the Participant’s estate. 

(ii) Upon the death of a Participant, any benefits payable to a
surviving spouse as beneficiary shall be paid in accordance with the payment
elections for such benefits that would have applied if the Participant had not
died, and any benefits payable to any other beneficiary (including a secondary
beneficiary following the death of a surviving spouse) shall be paid in a single
lump sum payment in January of the year following death. A surviving spouse
shall not have the right to modify payment elections. 

(h) Unforeseeable Emergency. Notwithstanding the
foregoing provisions of this Section 5, an accelerated payment from a
Participant’s Account may be made to the Participant (or to the Participant’s
beneficiary following the Participant’s death) in the sole discretion of the
Committee based upon a finding that the Participant (or the Participant’s
beneficiary following the Participant’s death) has suffered an Unforeseeable
Emergency. For this purpose, “Unforeseeable Emergency” means a severe financial
hardship to the Participant (or the Participant’s beneficiary following the
Participant’s death) resulting from a sudden and unexpected illness or accident
of the Participant (or the Participant’s beneficiary following the Participant’s
death) or a dependent of the Participant (or the Participant’s beneficiary
following the Participant’s death), loss of the Participant’s (or the
Participant’s beneficiary following the Participant’s death) property due to
casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control
of the Participant (or the Participant’s beneficiary following the Participant’s
death). Unforeseeable Emergency shall be determined by the Committee on the
basis of information supplied by the Participant (or the Participant’s
beneficiary following the Participant’s death). The amount of any accelerated
payment under this Section 5(h) shall be limited to the amount reasonably
necessary to meet the Participant’s (or the beneficiary’s following the
Participant’s death) needs resulting from the Unforeseeable Emergency, after
taking into account insurance and other potential sources of funds to meet such
needs, plus the amount reasonably necessary to cover income and withholding
taxes on the accelerated payment. Any such accelerated payment shall be paid as
promptly as practicable following approval by the Committee and shall be paid
pro-rata from the Participant’s Accounts based on the account balances as of the
close of business on the day prior to the payment date. 

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(i) Payment to Guardian. If a benefit under the Plan is
payable to a minor or a person declared incompetent or to a person incapable of
handling the disposition of his property, the Committee may direct payment of
such Plan benefit to the guardian, legal representative or person responsible
for the care and custody of such minor, incompetent or person. The Committee may
require proof of incompetence, minority, incapacity or guardianship as it may
deem appropriate prior to distribution of the Plan benefit. Such distribution
shall completely discharge the Committee and the Company from all liability with
respect to such benefit. 

(j) Divorce. Payments may be made to a spouse or former
spouse in connection with a divorce in accordance with a qualified domestic
relations order as defined in section 206(d)(3) of ERISA and procedures adopted
by the Committee. Reference to section 206(d)(3) is for purposes of specifying
administrative requirements and procedures and shall not be interpreted to mean
that any ERISA requirements apply or are incorporated into the Plan. The
reference shall not give any person any rights under ERISA 

(k) Withholding; Payroll Taxes. The Company shall
withhold from payments made hereunder any taxes required to be withheld from
such payments under Canadian, U.S., provincial, state or local law. 

(l) Payment Prior to Corporate Transaction.
Notwithstanding any provision in this Plan, immediately prior to the
consummation of a Corporate Transaction, the Company shall pay in a lump sum to
each Participant the full amount in the Participant’s Account as a distribution
of Common Shares (rounded to a number of whole shares). For purposes of this
Plan, a “Corporate Transaction” shall mean the occurrence of any of the
following events, provided, however, that such event also constitutes a “change
in the ownership or effective control of the Company, or in the ownership of a
substantial portion of the assets of the Company” within the meaning of Section
409A(a)(2)(A)(v) of the United States Internal Revenue Code of 1986, as amended
(the “Code”): 

(1) any consolidation, merger or plan of share exchange
involving the Company (a “Merger”) as a result of which the holders of
outstanding securities of the Company ordinarily having the right to vote in the
election of directors (“Voting Securities”) immediately prior to the Merger do
not continue to hold at least fifty percent (50%) of the combined voting power of the
outstanding Voting Securities of the surviving or continuing corporation
immediately after the Merger, disregarding any Voting Securities issued or
retained by such holders in respect of securities of any other party to the
Merger; 

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(2) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or substantially all,
the assets of the Company; or 

(3) any Person shall, as a result of a tender or exchange
offer, have become the beneficial owner (within the meaning of Rule 13d-3 under
the United States Securities Exchange Act of 1934), directly or indirectly, of
Voting Securities representing fifty percent (50%) or more of the combined
voting power of the then outstanding Voting Securities. 

For purposes of this Plan the term “Person” shall mean and
include any individual, corporation, partnership, group, association or other
“person”, as such term is used in Section 14 (d) of the Securities Exchange Act
of 1934, other than the Company, a wholly owned subsidiary of the Company or any
employee benefit plan(s) sponsored by the Company. 

6. Administration.

(a) Committee Duties. This Plan shall be administered by
the Committee. The Committee shall have responsibility for the general
administration of the Plan and for carrying out its intent and provisions. The
Committee shall interpret the Plan and have such powers and duties as may be
necessary to discharge its responsibilities. The Committee may, from time to
time, employ other agents and delegate to them such administrative duties as it
sees fit, and may from time to time consult with counsel who may be counsel to
the Company. 

(b) Binding Effect of Decisions. The decision or action
of the Committee in respect of any question arising out of or in connection with
the administration, interpretation and application of the Plan and the rules and
regulations promulgated hereunder shall be final and conclusive and binding upon
all persons having any interest in the Plan. 

7. Claims Procedure.

(a) Claim. Any person claiming a benefit, requesting an
interpretation or ruling under the Plan, or requesting information under the
Plan shall present the request in writing to the Committee, which shall respond
in writing as soon as practicable. 

(b) Denial of Claim. If the claim or request is denied,
the written notice of denial shall state: 

(i) The reasons for denial, with specific reference to the Plan
provisions on which the denial is based; 

(ii) A description of any additional material or information
required and an explanation of why it is necessary; and 

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(iii) An explanation of the Plan’s claim review procedure. 

(c) Review of Claim. Any person whose claim or request
is denied or who has not received a response within thirty (30) days may request
review by notice given in writing to the Committee. The claim or request shall
be reviewed by the Committee who may, but shall not be required to, grant the
claimant a hearing. On review, the claimant may have representation, examine
pertinent documents, and submit issues and comments in writing. 

(d) Final Decision. The decision on review shall
normally be made within sixty (60) days. If an extension of time is required for
a hearing or other special circumstances, the claimant shall be notified and the
time limit shall be one hundred twenty (120) days. The decision shall be in
writing and shall state the reasons and the relevant Plan provisions. All
decisions on review shall be final and bind all parties concerned. 

8. Amendment and Termination of the Plan.

(a) Amendment. The Board may at any time amend the Plan
in whole or in part; provided, however, that no amendment shall affect the terms
of any previously deferred amounts or the terms of any irrevocable Participation
Agreement of any Participant. 

(b) Termination. The Board may at any time partially or
completely terminate the Plan if, in its judgment, the tax, accounting, or other
effects of the continuance of the Plan, or potential payments thereunder, would
not be in the best interests of the Company. 

(i) Partial Termination. The Board may partially
terminate the Plan by instructing the Committee not to accept any additional
Participation Agreements and terminating all existing Participation Agreements
to the extent such Participation Agreements have not yet become irrevocable. In
the event of such a partial termination, the Plan shall continue to operate and
be effective with regard to all compensation deferred prior to the effective
date of such partial termination. 

(ii) Complete Termination. The Board may completely
terminate the Plan as provided in this Section 8(b)(ii). In connection with any
complete termination, the Company shall act in good faith in accordance with
applicable regulations to avoid adverse tax consequences on Participants under
Section 409A of the Internal Revenue Code. 

(1) In the event the Board causes a complete termination of the
Plan (other than in connection with a “change in control event” as provided in
Section 8(b)(ii)(2)), the Plan shall continue to operate as in a partial
termination except as provided in this Section 8(b)(ii)(1). For a period
selected by the Board of at least twelve (12) months from the date the Board
takes action to terminate the Plan, the Plan shall continue to pay benefits
otherwise payable under the terms of the Plan absent termination of the Plan. On
a date selected by the Board that is more than twelve (12) months after the date
the Board took action to terminate the Plan, the Plan shall cease to operate,
the Company shall determine the balance of each Participant’s Account as of the
close of business on such date and the Company shall pay out such Account
balances to the Participants in a single lump sum payment as soon as practicable
after such date, but in no event shall such distribution be made later than 24 months
after the date the Board took action to terminate the Plan.

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(2) The Board may completely terminate the Plan at any time
during the thirty (30) days preceding or the twelve (12) months following a
“change in control event” within the meaning of Treasury Regulation section
1.409A -3(j)(4)(ix) provided that the termination complies with the other
requirements of that section. In that event, on the effective date of the
complete termination, the Plan shall cease to operate, the Company shall
determine the balance of each Participant’s Account as of the close of business
on such effective date, and the Company shall pay out such Account balances to
the Participants in a single lump sum payment as soon as practicable and in no
event later than twelve (12) months after the Company irrevocably takes all
necessary action to terminate and distribute. 

9. Miscellaneous.

(a) Unsecured General Creditor. The Accounts shall be
established solely for the purpose of measuring the amounts owed to Participants
or beneficiaries under the Plan. Participants and their beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interest or
claims in any property or assets of the Company. Except as may be provided in
Section 9(b), assets of the Company shall not be held under any trust for the
benefit of the Participants, their beneficiaries, heirs, successors or assigns,
or held in any way as collateral security for the fulfilling of the obligations
of the Company under the Plan. Any and all of the Company’s assets shall be, and
remain, the general, unpledged, unrestricted assets of the Company. The
Company’s obligation under the Plan shall be that of an unfunded and unsecured
promise to pay benefits in the future, and the rights of Participants and
beneficiaries shall be no greater than those of unsecured general creditors of
the Company. 

(b) Trust Fund. The Company shall be responsible for the
payment of all benefits provided under the Plan. The Company may establish one
or more trusts, with such trustees as the Board may approve, for the purpose of
providing for the payment of such benefits, but the Company shall have no
obligation to contribute to such trusts except as specifically provided in the
applicable trust documents. Such trust or trusts shall be irrevocable, but the
assets thereof shall be subject to the claims of the Company’s creditors. To the
extent any benefits provided under the Plan are actually paid from any such
trust, the Company shall have no further obligation with respect thereto, but to
the extent not so paid, such benefits shall remain the obligation of, and shall
be paid by, the Company. 

(c) Non-assignability. Neither a Participant nor any
other person shall have the right to commute, sell, assign, transfer, pledge,
anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in
advance of actual receipt the amounts, if any, payable hereunder, or any part
thereof, which are, and all rights to which are, expressly declared to be
non-assignable and nontransferable. No part of the amounts payable shall, prior
to actual payment, be subject to seizure or sequestration for the payment of any
debts, judgments, alimony or separate maintenance owed by a Participant or any
other person, nor be transferable by operation of law in the event of a
Participant’s or any other person’s bankruptcy or insolvency. 

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(d) Governing Law. The provisions of this Plan shall be
construed and interpreted according to the laws of the province of Ontario and
the federal laws of Canada applicable therein. 

(e) Validity. In case any provision of this Plan shall
be held illegal or invalid for any reason, said illegality or invalidity shall
not affect the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal and invalid provisions had never been inserted
herein. 

(f) Notice. Any notice or filing required or permitted
to be given to the Company or the Committee under the Plan shall be sufficient
if in writing and hand delivered, or sent by registered or certified mail, to
the Secretary of the Company. Such notice shall be deemed given as of the date
of delivery or, if delivery is made by mail, as of the date shown on the
postmark on the receipt for registration or certification. 

(g) Successors. The provisions of this Plan shall bind
and inure to the benefit of the Company and its successors and assigns. The term
successors as used herein shall include any corporate or other business entity
which shall, whether by merger, consolidation, purchase or otherwise acquire all
or substantially all of the business and assets of the Company, and successors
of any such corporation or other business entity. 

The foregoing Plan was approved by the Board of Directors of
SunOpta Inc. on August 12, 2014. 

          SUNOPTA
INC. 

By:    /s/ John
Ruelle 

Title: Chief Administrative Officer,

          Senior Vice President
of Corporate 
         
Development and Secretary 

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