SunOpta Inc.: Exhibit 10.10- Filed by newsfilecorp.com






 

2017 INCENTIVE STOCK OPTION 
AWARD AGREEMENT



Dear ###PARTICIPANT_NAME###: 

Pursuant to the terms and conditions of the Company's Amended
2013 Stock Incentive Plan (the “Plan”), you have been granted Incentive Stock
Options to purchase ###TOTAL_AWARDS### shares (the “Option”) of stock as
outlined below. 

	Granted To: 	 	###PARTICIPANT_NAME### 
	Employee #: 	 	###EMPLOYEE_NUMBER### 
	Grant Date: 	 	###ISSUE_DATE### 
	Options Granted: 	 	###TOTAL_AWARDS### 
	Option Price Per Share: 	 	###GRANT_PRICE### 
	Expiration Date: 	 	###EMPLOYEE_GRANT_EXPIRY_DATE###
    
	Vesting Schedule: 	 	100% of Options vest on May 24,
      2020 


1.          
Time of Exercise of Option. The Option may not be exercised prior to the
vesting date set forth above. Following such date and until it expires or is
terminated as provided in Sections 2 or 6, this Option may be exercised from
time to time to purchase whole shares. 

2.           
Termination of Employment. 

2.1           
General Rule. Notwithstanding any provision to the contrary in any
employment or other agreement between the Company and the Optionee and except as
provided in this Section 2, the Option may not be exercised unless at the time
of exercise the Optionee is employed by the Company and shall have been so
employed or provided such service continuously since the Grant Date. For
purposes of this Agreement, the Optionee is considered to be employed by the
Company if the Optionee is employed by the Company or any parent or subsidiary
of the Company (an “Employer”). 

2.2           
Termination Generally. If the Optionee’s employment by the Company
terminates for any reason other than because of Total Disability or death as
provided in Sections 2.3 or 2.4 or following a Change in Control (as defined in
the Plan) as provided in Section 2.5, the Option may be exercised at any time
before the Expiration Date or the expiration of 30 days after the date of
termination, whichever is the shorter period, but only if and to the extent the
Optionee was entitled to exercise the Option at the date of termination.




2.3           
Termination Because of Total Disability. If the Optionee’s employment by
the Company terminates because of Total Disability, the Option may be exercised
at any time before the Expiration Date or before the date 12 months after the
date of termination, whichever is the shorter period, but only if and to the
extent the Optionee was entitled to exercise the Option at the date of
termination. 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 Optionee to be
unable, in the opinion of the Company, to perform his or her duties as an
employee 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.


2.4           
Termination Because of Death. If the Optionee dies while employed by the
Company, the Option may be exercised at any time before the Expiration Date or
before the date 12 months after the date of death, whichever is the shorter
period, but only if and to the extent the Optionee was entitled to exercise the
Option at the date of death and only by the person or persons to whom the
Optionee’s rights under the Option shall pass by the Optionee’s will or by the
laws of descent and distribution of the state or country of domicile at the time
of death.

2.5           
Termination following Change in Control. The Option 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 Optionee’s employment is
terminated by the Company (or its successor) without Cause, or (b) the
Optionee’s employment is terminated by the Optionee for Good Reason, provided
that the Optionee executes and delivers a release of claims in accordance with
this Section 2.5. Options that became vested pursuant to this Section 2.5 may be
exercised at any time before the Expiration Date or the expiration of 45 days
after the employment termination date, whichever is the shorter period. 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 Optionee
to participate in the reasonable and lawful business activities of the Company
in a manner consistent with Optionee’s job duties, provided such failure
continues for more than ten days after written notice to the Optionee specifying
such failure in reasonable detail. 

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

(i) a material diminution in the
Optionee’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 Optionee continues to have the same or a greater
general level of responsibility for the Company operations after the Change in Control as the Optionee had
prior to the Change in Control even if the Company operations are a subsidiary
or division of the surviving company; or 





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


(iii) a material reduction in the Optionee’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 Optionee'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 Optionee 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
Option and the exercise period as set forth in this Section 2.5 is conditioned
on the Optionee 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 Optionee and the Release
becoming effective by virtue of the Optionee not revoking the Release during any
period the Optionee is allowed by law to revoke.

2.6           
Leave of Absence. Absence on leave approved by the Employer or on account
of illness or disability shall not be deemed a termination or interruption of
employment. Vesting of the Option shall continue during a medical, family or
military leave of absence, whether paid or unpaid, and vesting of the Option
shall be suspended during any other unpaid leave of absence. 

2.7           
Failure to Exercise Option. To the extent that following termination of
employment, the Option is not exercised within the applicable periods described
above, all further rights to purchase shares pursuant to the Option shall cease
and terminate. 

3.           
Method of Exercise of Option; Tax Withholding; Disqualifying Disposition.
The Option may be exercised by notice from the Optionee to the Company
through the Company’s third-party administrator, Solium Shareworks, of the
Optionee’s binding commitment to purchase shares, specifying the number of
shares the Optionee desires to purchase under the Option, which may not be more
than 30 days after delivery of the notice, and, if required to comply with the
Securities Act of 1933, containing a representation that it is the Optionee’s
intention to acquire the shares for investment and not with a view to
distribution. On or before the date specified for completion of the purchase,
the Optionee must pay the Company the full purchase price of those shares in
cash or by certified check, or in whole or in part in Common Stock of the
Company valued at fair market value. The fair market value of Common Stock
provided in payment of the purchase price shall be the closing price of the
Common Stock last reported on Nasdaq before the time payment in Common Stock is
made or, if earlier, committed to be made, if the Common Stock is publicly
traded, or another value of the Common Stock as specified by the Company. No
shares shall be issued until full payment for the shares has been made,
including all amounts owed for tax withholding. The Optionee shall, immediately
upon notification of the amount due, if any, pay to the Company in cash or by
certified check amounts necessary to satisfy any applicable federal, state and
local tax withholding requirements. If additional withholding is or
becomes required beyond any amount deposited before delivery of the electronic
transfer of the shares, the Optionee shall pay such amount to the Company, in
cash or by certified check, on demand. If the Optionee fails to pay the amount
demanded, the Company or the Employer may withhold that amount from other
amounts payable to the Optionee, including salary, subject to applicable law. If
within two years after the Grant Date or within 12 months after the exercise of
the Option, the Optionee sells or otherwise disposes of Common Stock acquired on
exercise of the Option, the Optionee shall within 30 days of the sale or
disposition notify the Company in writing of (i) the date of the sale or
disposition, (ii) the amount realized on the sale or disposition and (iii) the
nature of the disposition (e.g., sale, gift, etc.). 





4.           
Nontransferability. Except as provided in this Section 4, the Option is
nonassignable and nontransferable by the Optionee, either voluntarily or by
operation of law, and during the Optionee’s lifetime, the Option is exercisable
only by the Optionee. The Option may be transferred by will or by the laws of
descent and distribution of the state or country of the Optionee’s domicile at
the time of death. 

5.           
Stock Splits, Stock Dividends. If the outstanding Common Stock of the
Company is hereafter increased or decreased or changed into or exchanged for a
different number or kind of shares or other securities of the Company by reason
of any stock split, combination of shares, dividend payable in shares,
recapitalization or reclassification, appropriate adjustment shall be made by
the Company in (i) the number and kind of shares subject to the Option, or the
unexercised portion thereof, and (ii) the Option price per share, so that the
Optionee’s proportionate interest before and after the occurrence of the event
is maintained. Notwithstanding the foregoing, the Company shall have no
obligation to effect any adjustment that would or might result in the issuance
of fractional shares, and any fractional shares resulting from any adjustment
may be disregarded or provided for in any manner determined by the Company. Any
such adjustments made by the Company shall be conclusive. 

6.           
Mergers, Reorganizations, Etc. Upon the occurrence of any of the
following events: (i) a merger, combination, consolidation, plan for exchange
pursuant to which outstanding shares of Common Stock are converted into cash or
other stock, securities or property, (ii) a sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all or
substantially all of the assets of the Company, the Board of Directors of the
Company may provide for the treatment of the Option in accordance with the
Plan.

7.           
Conditions on Obligations. The Company shall not be obligated to issue
shares of Common Stock upon exercise of the Option if the Company is advised by
its legal counsel that such issuance would violate applicable state or federal
laws, including securities laws. The Company will use its best efforts to take
steps required by state or federal law or applicable regulations in connection
with issuance of shares upon exercise of the Option.

8.           
No Right to Employment. Nothing in the Plan or this Agreement shall (i)
confer upon the Optionee any right to be continued in the employment of an
Employer or interfere in any way with the Employer’s right to terminate the
Optionee’s employment at will at any time, for any reason, with or without
cause, or to decrease the Optionee’s compensation or benefits, or (ii) confer
upon the Optionee any right to be retained or employed by the Employer or to the
continuation, extension, renewal or modification of any compensation, contract
or arrangement with or by the Employer.




9.           
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. 

10.           
Successors of Company. This Agreement shall be binding upon and shall
inure to the benefit of any successor of the Company but, except as provided
herein, the Option may not be assigned or otherwise transferred by the
Optionee.

11.           
Rights as a Shareholder. The Optionee shall have no rights as a
shareholder with respect to any shares of Common Stock until the date the
Optionee becomes the holder or record of those shares. No adjustment shall be
made for dividends or other rights for which the record date occurs before the
date the Optionee becomes the holder of record. 

12.           
Amendments. The Company may at any time amend this Agreement if
the amendment does not adversely affect the Optionee. Otherwise, this Agreement
may not be amended without the written consent of the Optionee and the Company.


13.           
Governing Law. This Agreement shall be governed by the laws of Ontario.


14.           
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 Optionee may have with the Company, the terms of this Agreement and
the Plan will control. 

15.           
Electronic Delivery of Prospectus. The Optionee consents to the
electronic delivery of any prospectus and related documents relating to the
Option in lieu of mailing or other form of delivery. 

By my acceptance of this grant, I hereby acknowledge receipt of
this Option granted on the date shown above, which has been issued to me under
the terms and conditions of the Plan. I further acknowledge receipt of the copy
of the Plan and agree to conform to all of the terms and conditions of the
Option and the Plan.