SunOpta Inc.: Exhibit 10.11- Filed by newsfilecorp.com





 

2017 RESTRICTED STOCK UNIT 
AWARD AGREEMENT

(Employee) 


This Award Agreement (the
“Agreement”) is entered into as of ______________(the “Award Date”) by and
between SunOpta Inc., a Canadian corporation (the “Company”), and
________________________, an employee of the Company or a subsidiary (the
“Recipient”), for the award of restricted stock units with respect to the
Company’s Common Shares (“Common Shares”). 

The award of restricted stock
units to the Recipient is made pursuant to Section 7 of the Company’s Amended
2013 Stock Incentive Plan (the “Plan”), and the Recipient desires to accept the
award subject to the terms and conditions of this Agreement. 

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

1.      Award
and Terms of Restricted Stock Units. The Company awards to the Recipient
under the Plan ________________restricted stock units (the “Award”), subject to
the restrictions, terms and conditions set forth in this Agreement and the Plan.


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

Commons Share for each RSU. The shares deliverable with respect
to each RSU is subject to adjustment as determined by the Board of Directors of
the Company in accordance with the Plan as to the number and kind of shares of
stock deliverable upon any merger, reorganization, consolidation,
recapitalization, stock split, stock dividend, spin-off or other change in the
corporate structure affecting the Common Shares generally. 

(b)      Vesting
Date. The RSUs awarded under this Agreement shall initially be 100% unvested
and subject to forfeiture. One-third of the RSUs shall vest on each of the first
three anniversary dates of the Award Date (each, a “Vesting Date”) if the
Recipient is an employee of the Company on the applicable Vesting Date and has
served as an employee of the Company continuously from the Award Date to the
applicable Vesting Date. For purposes of this Agreement, the Recipient is
considered to be employed by the Company if the Recipient is employed by the
Company or any parent or subsidiary of the Company (an “Employer”). 

(c)      Forfeiture
of RSUs on Termination of Employment. Notwithstanding any provision to the
contrary in any employment or other agreement between the Recipient and the
Company and except as provided in Section 1(d), if the Recipient ceases to be an
employee of the Company for any reason, the Recipient shall immediately forfeit
all outstanding but unvested RSUs awarded pursuant to this Agreement and the
Recipient shall have no right to receive the related Common Shares. 

(d)      Termination
following Change in Control. All outstanding RSUs shall immediately vest if
a Change in Control (as defined in the Plan) occurs and at any time within 12
months after the Change in Control, (a) the Recipient’s employment is terminated
by the Company (or its successor) without Cause, or (b) the Recipient’s
employment is terminated by the Recipient for Good Reason, provided that the
Recipient executes and delivers a release of claims in accordance with this
Section 1(d). For purposes of this Agreement: 

“Cause” means the occurrence of
any of the following:

(i)     
the commission of an act that constitutes a felony under the laws of the United
States or any individual State or under the laws of a foreign country; or 




(ii)      the
commission of an act of fraud, embezzlement, sexual harassment, dishonesty,
theft, or an intentional act that results in a material loss, damage or injury
to the Company; or 

(iii)      the
commission of an act of moral turpitude which is materially injurious to the
Company; or

(iv)      the
failure of the Recipient to participate in the reasonable and lawful business
activities of the Company in a manner consistent with his or her job duties,
provided such failure continues for more than ten days after written notice to
the Recipient specifying such failure in reasonable detail. 

“Good Reason” means the
occurrence of any of the following: 

(i)      a
material diminution in the Recipient’s authority, duties or responsibilities
after the Change in Control compared to immediately prior to the Change in
Control; provided that Good Reason shall not exist (A) solely as a result of a
change in reporting relationship or (B) if the Recipient continues to have the
same or a greater general level of responsibility for the Company operations
after the Change in Control as the Recipient had prior to the Change in Control
even if the Company operations are a subsidiary or division of the surviving
company; or 

(ii)     
the Recipient is required to be based more than eighty (80) miles from where the
Recipient’s office is located immediately prior to the Change in Control; or


(iii)      a
material reduction in the Recipient’s base salary, or the Company or the
surviving company fails to provide substantially equivalent target incentive
opportunities under short term and long term incentive plans after the Change in
Control that unless offset by an increase in base salary would result in a
material reduction of the Recipient's total compensation package, as compared to
immediately prior to the Change in Control;

provided, however, that such termination shall not be for “Good
Reason” unless the Recipient provides notice to the Company of the existence of
the condition described above within 30 days of the initial existence of the
condition and the Company does not remedy such condition on or before the 30th
day following such notice (or the following business day if such 30th day is not
a business day). Accelerated vesting of the RSUs in accordance with this Section
1(d) is conditioned on the Recipient executing and delivering to the Company a
release of claims in a form supplied by the Company (the “Release”) within 21
days following the date the Company delivers the form of Release to the
Recipient and the Release becoming effective by virtue of the Recipient not
revoking the Release during any period the Recipient is allowed by law to
revoke. 

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


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

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2.      Delivery
Date for the Shares Underlying the RSU. Following the vesting of the RSUs,
the Company shall issue shares underlying the vested RSUs to the Recipient on a
date determined by the Company within 60 days of such vesting; provided,
however, that if the Recipient is obligated to deliver a Release in accordance
with Section 1(d) and if the Recipient’s employment termination date 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. 

3.     
Section 409A. The Award granted pursuant to this Agreement is intended to
be exempted from or compliant with Section 409A of the Internal Revenue Code
(“Section 409A”) and shall be interpreted consistent with such intent. The
Company may amend this Agreement, adopt policies or procedures or take other
actions, including with retroactive effect, that the Company determines are
necessary or appropriate to exempt the award from the application of Section
409A or to comply with the requirements of Section 409A. Notwithstanding the
foregoing, the Company makes no representation or warranty to the Recipient with
regard to the application of Section 409A to any amounts payable pursuant to
this Agreement and shall in no event be obligated to mitigate or indemnify for
any taxes otherwise imposed on the Recipient as a result of application of
Section 409A. 

4.      Tax
Withholding. 

(a)      If
Recipient is a U.S. or Canadian taxpayer, Recipient acknowledges that on the
date that shares underlying the RSUs are issued to Recipient, the fair market
value of the Common Shares will be treated as ordinary compensation income for
federal and state and provincial income tax purposes and employment tax purposes
(FICA in the U.S. and EI and CPP in Canada), and that the Company will be
required to withhold taxes on these income amounts pursuant to Section 4(b)
below. The Company will inform employees in other countries of the tax treatment
of the RSUs and withholding requirements. 

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

(i)      withholding
from the Recipient’s or other cash compensation paid by the Company and/or the
Employer; or 

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

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

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


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

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5.      Clawback.
This award and any stock issued pursuant to this award are 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 made pursuant to such policy, law, government regulation, or stock
exchange listing requirement, all as determined by the Board of Directors or the
Compensation Committee. The Company’s current clawback policy is subject to
revision by the Board or Compensation Committee at any time and from time to
time. 

6.      Miscellaneous.


(a)      Entire
Agreement. This Agreement and the Plan constitute the entire agreement of
the parties with regard to the subjects hereof. In the event of a conflict
between the terms of this Agreement or the Plan with any employment agreement
Recipient may have with the Company, the terms of this Agreement and the Plan
will control. 

(b)      Interpretation
of the Plan and the Agreement. The Compensation Committee of the Board of
Directors (the “Administrator”), shall have the sole authority to interpret the
provisions of this Agreement and the Plan, and all determinations by it shall be
final and conclusive. 

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

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

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

(f)     
Governing Law. This Agreement and the Plan will be interpreted under the
laws of the province of Ontario, exclusive of choice of law rules. 

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

 

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