SunOpta Inc. - Exhibit 10.55 - Filed by newsfilecorp.com







 

2018

Short Term Incentive Plan


 





2018 SHORT TERM INCENTIVE PLAN 

The following are the terms of the SunOpta Inc. (the
“Company”) 2018 Short Term Incentive Plan (the “STIP” or
“Plan”) for certain employees of the Company and its subsidiaries and
affiliates. References to the “Company” shall be deemed to refer instead
to a subsidiary or affiliate as the context requires for a particular employee,
employed by such subsidiary or affiliate.

	1. 	
      Purpose.

	 	 
		
      The purpose of the STIP is to establish goal alignment
      across the Company and recognize individual impact on organizational
      performance. The STIP is designed to focus employees on desired behaviors
      and link the short-term incentive with demonstrated results.

	 	 
	2. 	
      Eligibility.

	 	 
		
      Participation of the Company’s employees in the STIP will
      be determined by the Company in its sole discretion, and employment by the
      Company does not automatically entitle an employee to participate.
      Eligibility for the STIP is limited to regular full time and part time
      employees of the Company and its subsidiaries and affiliates who are
      executives, managers (including plant managers) and other
      non-manufacturing employees, all as determined by the Company
      (collectively, the “Employees” or “Participants”). Newly
      hired regular full time or part time Employees who meet the criteria for
      participation are eligible to earn their first bonus based under the STIP
      from their date of hire through the end of the applicable fiscal year,
      except that employees hired after October 31 of a fiscal year will not be
      eligible to participate in the STIP until the following fiscal
  year.

	 	 
	3. 	
      Target Bonus.

	 	 
		
      The Company will assign to each Participant a target
      bonus expressed as a percentage of the Participant’s earnings during the
      fiscal year as calculated by the Company. For this purpose, earnings refer
      to the base salary for exempt employees. For non-exempt employees earnings
      are W-2 earnings paid during the year. In the event an employee
      experiences a change in position or target percentage during the year, a
      manual prorated calculation will be administered. The target bonus
      percentage varies by level of responsibility within the Company. The Human
      Resources Department maintains the list of Participants and their target
      bonus percentages. Target bonus percentages for executive officers and
      other Participants who are members of the “Senior Leadership Team”
      as identified by the Compensation Committee of the Company’s Board of
      Directors (the “Compensation Committee”) will be established by the
      Compensation Committee. The target bonus for each Participant (the
      “Target Bonus”) is determined by multiplying the employee’s
      earnings during the fiscal year by the target bonus percentage.

	 	 
	4. 	
      Minimum Thresholds and
  Modifications.




	 	(a) 	
      Minimum Thresholds. For fiscal 2018,
      notwithstanding any provision in the Plan, no bonuses will be paid
    if:








	 	(1) 	
      For Employees not participating in the 2017 Long-Term
      Incentive Plan, Adjusted EBITDA of the Company for the 2018 fiscal year is
      less than $75 million.

	 	 	 
	 	(2) 	
      For Employees participating in the 2017 Long-Term
      Incentive Plan, Adjusted EBITDA of the Company for the 2018 fiscal year is
      less than $79.6 million.




	 	(b) 	
      Modification of Bonus
Amounts.




	 	(1) 	
      Modifications due to Bonus Pool. The STIP is
      funded through the creation of a bonus pool established by the
      Compensation Committee based on the Company’s performance, and the Company
      may reduce any bonus payouts under the Plan proportionally in the event
      the total bonus calculations under the Plan of the Company exceed the
      bonus pool. Furthermore, if the total bonus calculations under the Plan
      are less than the bonus pool, the surplus shall, in the judgment of the
      Board of Directors, be retained by the Company in full or in part or
      allocated in a manner determined by the Board of Directors, which may
      include disproportionate allocations to some Participants in the
      discretion of the Board of Directors. In the event of a surplus, the
      Compensation Committee, with respect to Participants who are members of
      the Senior Leadership Team, and the Plan Administrator, with respect to
      other Participants, shall make recommendations to the Board of Directors
      with respect to bonus payments from the surplus, and the Board of
      Directors shall make all determinations with respect to any payments from
      the surplus.

	 	 	 
	 	(2) 	
      Modifications due to Individual Performance. If
      any Participant’s performance rating for the year under the Company’s
      employee performance review system is a “1” (i.e., does not meet any
      expectations), that Participant will not receive any bonus under the Plan
      for that year. In addition, the bonus amount otherwise payable to any BU
      Participant (as defined below) under the terms of the Plan is subject to
      decrease (but not increase), at the discretion of, and in an amount
      determined by, the leader of the BU Participant’s business unit based on
      that business unit leader’s assessment of the BU Participant’s
      contributions to the business unit or
performance.




	5. 	
      Performance Targets; Payout.

	 	 
		
      For Participants who support multiple business units or
      provide general Company support as determined by the Company (the
      “General Participants”), payouts under the STIP will be based on
      the level of achievement of Company Adjusted EBITDA determined in
      accordance with Section 5(a). The annual bonus amount paid under the STIP
      to a General Participant shall be equal to the Participant’s Target Bonus
      multiplied by the Company Adjusted EBITDA Payout Factor, all as calculated
      in accordance with (including definitions set forth in) this Section 5 and
      subject to any adjustment pursuant to the terms of the Plan.

	 	 
		
      For Participants who support one business unit (CPG,
      RMSS, or Tradin) as determined by the Company (the “BU
      Participants”), payouts under the STIP will be based on the level of
      achievement of Company Adjusted EBITDA in accordance with Section 5(a) and
      the Business Unit Adjusted EBITDA in accordance with Section 5(b) and in
      accordance with the goal weightings described below. The annual bonus
      amount paid under the STIP to a BU Participant shall be equal to the BU
Participant’s Target Bonus multiplied by the sum of (i) the Company Adjusted
EBITDA Payout Factor multiplied by 40% for CPG and 10% for Tradin and RMSS and
(ii) the Participant’s applicable Business Unit Adjusted EBITDA Payout Factor
multiplied by 60% for CPG and 90% for RMSS and Tradin, all as calculated in
accordance with (including definitions set forth in) this Section 5 and subject
to any adjustment pursuant to the terms of the Plan.







The table below illustrates the goal
weightings for General Participants and BU Participants. 


	
STIP Group 	Goal Weightings 
	Company 	Business Unit 
	General Participants 	100% 	0% 
	CPG Participants 	40% 	60% 
	RMSS Participants 	10% 	90% 
	Tradin Participants 	10% 	90% 





	 	(a) 	
      Company Adjusted EBITDA. The “Company Adjusted
      EBITDA Payout Factor” shall be determined under the table below based on
      Company Adjusted EBITDA for the fiscal year as a percentage of Company
      Adjusted EBITDA as set forth in the base budget approved by the Board of
      Directors for the fiscal year:





	Company Adjusted 
EBITDA 
(percent
      of base budget) 	Company Adjusted 
EBITDA
      
Payout Factor 
	less than 78.9% 	0% 
	78.9% 	10% 
	83.8% 	25% 
	100% ($95.0M) 	75% 
	105% 	100% 
	125% and above 	200% 



If Company Adjusted EBITDA is between
any two adjacent data points set forth in the first column of the above table,
the Company Adjusted EBITDA Payout Factor shall be determined by interpolation
between the corresponding data points in the second column of the table as
follows: the difference between Company Adjusted EBITDA and the next lower data
point in the first column shall be divided by the difference between the next
higher data point and the next lower data point in the first column, the
resulting fraction shall be multiplied by the difference between the two
corresponding data points in the second column of the table, and the resulting
product shall be added to the lower corresponding data point in the second
column of the table, with the resulting sum being the Company Adjusted EBITDA
Payout Factor. 

“Company Adjusted EBITDA” for a fiscal
year shall be operating income plus depreciation, amortization and stock-based
compensation, as calculated by the Company based on the Company’s audited
financials and consistent with the Company’s calculation of Adjusted EBITDA as a non-GAAP financial measure
reported to its shareholders, subject to adjustment in accordance with this
Section 5(a). Costs related to non-structural Project Ignite spending for
outside advisors and consultants, recruiting, retention, severance, and other
one-time expenses that directly pertain to the Company’s Value Creation Plan,
all as determined by the Board of Directors, are excluded from both the target
and measured actual performance of Adjusted EBITDA. Adjustments to Adjusted
EBITDA may be made by the Board of Directors in the event of the occurrence of
unusual, extraordinary, non-recurring or other circumstances that, in the
judgment of the Board of Directors, would cause the application of the existing
performance goals or measures to fail to fairly reflect the performance of the
Company. These circumstances may include acquisitions, divestitures, joint
ventures, regulatory developments, tax law changes, accounting changes,
restructuring or other special charges, and other occurrences.




 

	 	(b) 	
      Business Unit Adjusted EBITDA. The “Business Unit
      Adjusted EBITDA Performance Payout Factor” shall be determined under the
      applicable table below based on the applicable business unit’s (CPG, RMSS
      or Tradin) Business Unit Adjusted EBITDA for the fiscal year as a
      percentage of the Business Unit Adjusted EBITDA as set forth in the base
      budget approved by the Board of Directors for the fiscal
  year:



CPG Adjusted EBITDA:


	CPG Adjusted 
EBITDA 
(percent of
      base budget) 	CPG Adjusted 
EBITDA
      
Payout Factor 
	less than 78.9% 	0% 
	78.9% 	10% 
	100% 	75% 
	105% 	100% 
	125% and above 	200% 



RMSS Adjusted EBITDA:


	RMSS Adjusted 
EBITDA 
(percent of
      base budget) 	RMSS Adjusted 
EBITDA
      
Payout Factor 
	less than 90% 	0% 
	90% 	10% 
	100% 	75% 
	105% 	100% 
	125% and above 	200% 







Tradin Adjusted
EBITDA:


	Tradin Adjusted 
EBITDA 
(percent
      of base budget) 	Tradin Adjusted 
EBITDA
      
Payout Factor 
	less than 78.9% 	0% 
	78.9% 	10% 
	100% 	75% 
	105% 	100% 
	125% and above 	200% 




		
      If Business Unit Adjusted EBITDA is between any two
      adjacent data points set forth in the first column of the above table, the
      Business Unit Adjusted EBITDA Payout Factor shall be determined by
      interpolation between the corresponding data points in the second column
      of the table as follows: the difference between Business Unit Adjusted
      EBITDA and the next lower data point in the first column shall be divided
      by the difference between the next higher data point and the next lower
      data point in the first column, the resulting fraction shall be multiplied
      by the difference between the two corresponding data points in the second
      column of the table, and the resulting product shall be added to the lower
      corresponding data point in the second column of the table, with the
      resulting sum being the Business Unit Adjusted EBITDA Payout
  Factor.

	 	 
		
      “Business Unit Adjusted EBITDA” for each of the business
      units equals operating income (excluding management fees for all purposes
      of the calculation) plus depreciation, amortization and stock based
      compensation, as calculated by the Company based on audited financials and
      consistent with the Company’s calculation of EBITDA as a non-GAAP
      financial measure reported to its shareholders, subject to adjustment in
      accordance with this Section 5(b). Costs related to non-structural Project
      Ignite spending for outside advisors and consultants, recruiting,
      retention, severance, and other one-time expenses that directly pertain to
      the Company’s Value Creation Plan, all as determined by the Board of
      Directors, are excluded from both the target and measured actual
      performance of EBITDA. Adjustments to the Business Unit Adjusted EBITDA
      may be made by the Board of Directors in the event of the occurrence of
      unusual, extraordinary, non-recurring or other circumstances that, in the
      judgment of the Board of Directors, would cause the application of the
      existing performance goals or measures to fail to fairly reflect the
      performance of the business unit. These circumstances may include
      acquisitions, divestitures, joint ventures, regulatory developments, tax
      law changes, accounting changes, restructuring or other special charges,
      and other occurrences.

	 	 
	6. 	
      Determination of Achievement of Performance
      Targets.

	 	 
		
      Following completion of the Company’s audited financial
      statements, the Compensation Committee will review the level of
      achievement of Company Adjusted EBITDA, the Company Adjusted EBITDA Payout
      Factor, Business Unit Adjusted EBITDA and
Business Unit Adjusted EBITDA Payout Factor for CPG, RMSS and
      Tradin and recommend to the Board of Directors for approval the
      determination of the level of achievement of each performance targets. The
      Board of Directors shall make the final determination of all bonus
      payments.








	7. 	
      Payment Date.

		
		
      The payment of annual bonuses under the STIP will be made
      in cash (net of withholding) on a date selected by the Company after the
      Company’s financial statement audits are completed (each a “Payment
      Date”) to Participants who remain employed by the Company on the
      Payment Date, except as provided in Section 11(a) or as otherwise required
      by law.

		
	8. 	
      Administration and Interpretations of the
    STIP.

		
		
      The STIP shall be administered by the Company’s Chief
      Executive Officer (the “Plan Administrator”) except to the extent
      that the STIP provides that certain actions shall be taken by the
      Compensation Committee. The Compensation Committee shall have full
      authority to interpret the STIP. The STIP may be amended in whole or in
      part from time to time, or terminated in its entirety at any time, by the
      Compensation Committee.

		
	9. 	
      New Hires; Promotions; Leaves of
Absence.

		
		
      An individual who is hired into a position that
      participates in the STIP may be eligible for a bonus award provided that
      (a) he or she has been employed full or part time since October 31 of that
      fiscal year as provided in Section 2 and (b) any annual bonus will reflect
      earnings during the portion of the fiscal year the Participant was
      employed. Unless otherwise adjusted by the Plan Administrator or, in the
      case of the Company’s executive officers and other members of the Senior
      Leadership Team, by the Compensation Committee, mid-year promotions that
      change a Participant’s target bonus will be weighted based on the number
      of days at each target bonus level. Except as required by law, if a
      Participant is on an approved leave of absence, no annual bonus will be
      paid to the Participant unless and until the Participant returns to work
      and any annual bonus will be reduced to reflect a prorated amount by
      multiplying the annual bonus that would otherwise be paid by a ratio with
      the numerator equal to the number of dates in the fiscal year the
      Participant was employed and not on leave and the denominator equal to
      365.

		
	10. 	
      Transfers.

		
		
      Unless otherwise adjusted by the Plan Administrator or,
      in the case of the Company’s executive officers and other members of the
      Senior Leadership Team, by the Compensation Committee, a Participant who
      transfers his or her employment within the Company from a position that is
      not eligible to participate in STIP to a position that is eligible to
      participate in the STIP (or vice versa) shall have his or her bonus
      calculated under the STIP based on the time spent in the STIP eligible
      position, and the Participant’s bonus will be based on the STIP full year
      performance, prorated based upon the period the Participant was employed
      in the STIP eligible position.








	11. 	
      Termination of
Employment.




	 	(a) 	
      Death or Disability. For a Participant whose
      employment is terminated due to death or Total Disability, the Participant
      shall be paid his or her bonus based on the Participant’s earnings during
      the portion of the year the Participant was employed. In the event of
      death, the payment will be made to the Participant’s designated
      beneficiary or estate. Such bonus payment shall be made on the Payment
      Date for the Plan year in which the death or disability occurs. The term
      “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 the Participant to
      be unable, in the opinion of the Company, to perform his or her duties as
      an employee or officer of the Company. Total disability shall be deemed to
      have occurred on the first day after the Company has made a determination
      of total disability.

	 	 	 
	 	(b) 	
      Other Terminations. Except as expressly provided
      in Section 11(a) and as otherwise required by law, termination of
      employment by a Participant or termination of a Participant’s employment
      by the Company for any reason or no reason shall result in no bonus
      payment for the fiscal year in which such termination occurs and, if such
      termination occurs before the Payment Date for the prior plan year,
      forfeiture of any bonus for such year.




	12. 	
      Clawback.

	 	 
		
      Notwithstanding any provision in the Plan to the
      contrary, all compensation paid to a Participant pursuant to the Plan is
      subject to recovery under the Company’s clawback policy or any law,
      government regulation or stock exchange listing requirement and will be
      subject to such deductions and clawback as may be made pursuant to such
      policy, law, government regulation, or stock exchange listing requirement,
      all as determined by the Compensation Committee. The Company’s current
      clawback policy is subject to revision by the Compensation Committee at
      any time and from time to time.

	 	 
	13. 	
      General Provisions.




	 	(a) 	
      Withholding of Taxes; 409A. The Company shall have
      the right to withhold the amount of taxes, which it determines is required
      to be withheld under law with respect to any amount payable under this
      STIP. For US employees, each bonus under the STIP is intended to be
      treated as a short-term deferral for purposes of Section 409A of the
      United States Internal Revenue Code of 1986, as amended, and the STIP
      shall be interpreted in a manner consistent with such intent.

	 	 	 
	 	(b) 	
      No Prior Right or Offer. Except and until
      expressly granted pursuant to the STIP, nothing in this STIP shall be
      deemed to give any Employee any contractual or other right to participate
      in the benefits of the STIP. No award to any such Participant in
  any Plan period shall be deemed to create
a right to receive any award or to participate in the benefits of the STIP in
any subsequent year. 







	14. 	
      Limitations.




	 	(a) 	
      No Continued Employment. Neither the establishment
      of the STIP nor the grant of an award hereunder shall be deemed to
      constitute an express or implied contract of employment with any
      Participant for any period of time, or change an Employee’s “at will”
      status, or in any way abridge the rights of the Company to determine the
      terms and conditions of employment or to terminate the employment of any
      Employee with or without cause, at any time.

	 	 	 
	 	(b) 	
      Not Part of Other Benefits. The benefits provided
      in this STIP shall not be deemed a part of any other benefit provided by
      the Company to its employees. The Company assumes and shall have no
      obligation to Participants except as expressly provided in this
    STIP.



Approved by the Compensation Committee of the Board of
Directors on May 18, 2018