SunOpta Inc.: Exhibit 10.16 - Filed by newsfilecorp.com






Exhibit 10.16 

EMPLOYMENT AGREEMENT

G.J.M. VERSTEEGH

THE UNDERSIGNED:

	 	(1) 	
      The company with limited liability THE ORGANIC
      CORPORATION B.V. (The “Company”), with registered office and place of
      business in Amsterdam, the Netherlands, at (PrinsHendrikkade 14, 1012, for
      the purpose hereof lawfully represented by Steve Bromley, CEO of
      SunOpta.

	 	 	 
	 	(2) 	
      G.J.M. Versteegh (the “Employee”), born on [date
      omitted] and residing at [address omitted].



Hereinafter referred to as the “Parties”

WHEREAS:

	 	(A) 	
      This Employment Agreement (the ‘Agreement’) is in
      substitution of any previous agreement or management agreement (whether
      written or verbal) which may exist between the Company and the Employees
      or management company of the Employee. Any such contract shall be deemed
      to have been terminated by mutual consent as from the date when this
      Agreement is signed;

	 	 	 
	 	(B) 	
      The Employee is duly assigned by the General Meeting of
      Shareholders of the Company (“GMS”) to be Director under the Articles of
      Association (the “Articles”) of the Company;

	 	 	 
	 	(C) 	
      The Employee has been employed by the company as per
      April 2, 2008;

	 	 	 
	 	(D) 	
      The Company wishes to express its appreciation for the
      Employee’s role within the Company and the efforts he makes and has made.
      Assuming that the Employee will remain employed by the Company for at
      least two more years, the Company has implemented changes to the
      Employee’s salary and long term-incentive and is further willing to offer
      the following terms and conditions of employment.

	 	 	 
	 	(E) 	
      Parties have agreed on the new the terms and conditions
      of employment, that they wish to record in
writing.



HEREBY AGREE AS FOLLOWS:

	1 	
      Commencement and term of employment

	 	 	 
	 	1.1 	
      The Employee is employed by the Company in the position
      of Director under the Articles (“Statutair Directeur”) for an indefinite
      period of time.

	 	 	 
	 	1.2 	
      This Agreement shall in any event, without prior notice
      of termination being required, end on the first day of the month in which
      the Employee reaches the pensionable age of 65 or if this is later, the
      pensionable age set out by law (“AOW-gerechtigde-leeftijd “)

	 	 	 
	 	1.3 	
      The Employee hereby agrees to at a minimum remain in his
      current position with the Company for a period of no less than two years
      from the date of signing this Agreement. Should the Company wish to
      terminate this Agreement during the initial two year period without cause;
      the Employee will be entitled to a severance payment amounting to his
      salary and benefits of the months remaining until the end of the two year
      period, and under no circumstances will the provision of salary and
      benefits be less than one year. During this two year period should the
      Employee feel that due to circumstances imposed by senior management of
      SunOpta Inc. that he is no longer able to be effective in his role, he may
      resign his position by providing twelve months advanced notice of his last
      day of work, and in this case, there will be no penalties imposed on the
      Employee specific to this resignation.







Exhibit 10.16 

	 	1.4 	
      The Parties explicitly agree that for the purpose of
      calculating entitlements such as terms and conditions of employment,
      service years and possible severance payments, the commencement date of
      employment is April 2, 2008. The Employee acknowledges the fairness of
      this clause and accepts that the Purchase Price he received as an indirect
      shareholder includes every other entitlement he may have accrued before
      the starting date above.

	 	 	 
	 	1.5 	
      After the initial two year period, The Employee may
      resign his employment with the Company upon providing at least six months
      advanced notice of his expected last day of work (‘resignation date’).
      Once the Company has received the resignation by the employee it may, at
      its sole discretion, terminate the employment at any time prior to the
      resignation date in which case the Employee will continue to be paid up to
      his original ‘resignation date’ and the Company will have no liability for
      termination severance pay or damages whether at common law or
      otherwise.

	 	 	 
	 	1.6 	
      In the event of termination of the employment agreement
      by the Company without cause after the initial two year period has ended,
      starting per the signing date of this agreement, the employee will receive
      the higher of severance benefits equivalent to twelve months base salary,
      including holiday allowance and bonus (based on the average amount of the
      previous two years), or severance benefits calculated as per the formula
      provided by the Cantoral Court formula.

	 	 	 
	2	
      Duties and powers

	 	 	 
	 	2.1 	
      As Director of the Company, the Employee shall have all
      powers and duties by law and by with due observance however of the powers
      of the other director or directors, if any, already in office or
      subsequently to be appointed, and the Employee shall devote all his energy
      and skills to the Company.

	 	 	 
	 	2.2 	
      The Employee undertakes to perform the duties attached to
      his position to the best of his abilities and in accordance with the
      applicable provisions of the Dutch Civil Code and the Articles.

	 	 	 
	 	2.3 	
      The Employee shall report periodically to the Company’s
      board of supervisory directors (“Raad van Commissarissen”) on his task and
      responsibilities as Director of the Company. The Company reserves the
      right to make changes to this line of report
  unilaterally.







Exhibit 10.16 

		2.4 	
      The GMS shall be entitled to appoint more than one
      director, whereby each director’s title shall be specified by the GMS. If
      the Company has more than one director at any time, these individuals
      shall allocate their duties in mutual consultation, in accordance with
      directives adopted by the GMS. The Employee shall also perform the
      functions reasonably assigned to him by the Company for the companies
      affiliated with the Company. Such functions shall be governed by the terms
      and conditions contained in this Agreement and shall not entitle for
      Employee to any further remuneration.

	 	 	 
		2.5 	
      The Employee shall perform his duties from the office of
      the Company in Amsterdam. If so required in the opinion of the Company,
      the Employee may be transferred to another location, such transfer to be
      arranged in mutual consultation between the Company and the
    Employee.

	 	 	 
	3 	
      Salary

	 	 	 
		3.1 	
      As part of discussions related to signing this Agreement,
      the Employee has been granted an all inclusive salary of Euro 250,000
      gross per year, to be paid in twelve equal monthly installments payable in
      arrears on the last day of every calendar month. This salary includes
      holiday allowance and a contribution to a possible pension of the
      Employee, and includes the contribution to any collective WIA/WGA –
      insurance customarily paid by the Company to its employees. If the Company
      should be obliged to pay pension premiums because of a mandatory
      participation in a pension fund/scheme or otherwise, the aforementioned
      salary shall be reduced with the amount of such pension
premiums.

	 	 	 
		3.2 	
      The Employee shall be eligible to participate in the
      Company bonus plan with a target bonus of 40% of base salary. All terms
      and conditions of the bonus plan apply and the bonus plans are subject to
      changes and final approval annually by the Board of Directors.

	 	 	 
		3.3 	
      Long-Term Incentive – The Employee has been granted
      35,000 stock options effective March 6, 2012, and a further 35,000 stock
      options effective May 6, 2012. Ffuture long-term incentives will be
      granted on an annual basis, subject to approval of the Board of
      Directors.

	 	 	 
	4 	
      Business Expenses

	 	 	 
		4.1 	
      Any business expenses which the Employee has reasonably
      incurred on the occasion in the fulfillment of his duties shall be
      reimbursed to the Employee upon presentation of bills and proof of
      payment.







Exhibit 10.16 

	5	
      Mobile phone and Laptop Computer

	 	 	 
		5.1 	
      For the purpose of performing his duties, the Company
      makes available to the Employee a mobile phone and laptop computer. This
      phone and computer will be used primarily for business purposes.


	 	  	
      

		5.2 	
      The expenses incurred on account of the use of the mobile
      phone made available shall be for the account of the Company only if and
      to the extent that this telephone is used nearly entirely for business
      purposes. 

	 	  	
      

	6	Holidays 
	 	  	
      

		6.1 	
      The Employee shall be entitled to 30 paid holidays for
      each full calendar year that the Agreement continues, to be taken in
      consultation with the Company, while taking the Company’s interests at
      heart as much as possible. In the event of an incomplete calendar year, a
      pro rata entitlement shall apply. Paid holidays are to be taken within the
      same calendar year they are earned with a maximum of 5 days carry over
      into the next year. 

	 	  	
      

	7 	Pension 
	 	  	
      

	 	7.1 	
      The Company shall not make any pension arrangement for
      the benefit of the Employee. 

	 	  	
      

	8 	Health Insurance 
	 	  	
      

		8.1 	
      The Company shall pay a monthly allowance for a health
      insurance contribution in accordance with the maximum as mentioned in the
      Care Insurance Act (‘Zorgverzekeringfonds’). 

	 	  	
      

	9 	Illness or disability 
	 	  	
      

		9.1 	
      In the event of the Employee’s incapacity to work on
      account of illness or disability, the Company shall for a maximum period
      of 52 weeks, but until no later than the date with the Employees
      employment hereunder ends (if that date is the earlier), continue to pay
      100% of the salary as specified in Article 3 of this Agreement, subject to
      deduction of any benefits to be received by the Employee under the social
      security laws and/or benefits under any other relevant insurances taken
      out by the Company. During the next 52 weeks the Company shall also pay
      70% of the Employee’s gross salary, unless the Agreement ends earlier.
    

	 	  	
      

		9.2 	
      For the purposes of this Article and Articles 4 and 5,
      periods of incapacity to work following each other at intervals of less
      than four (4) weeks shall be regarded as one consecutive period of
      incapacity to work. 

	 	  	
      

		9.3 	
      On pain of forfeiture of his entitlement to continued
      payment of salary pursuant to this Article, the Employee must strictly
      comply with the guidelines and instructions given by or on behalf of the
      Company regarding sick leave and if so requested must cooperate in any
      medical examination with regard thereto. Forfeiture of the right on
      continued payment as provided above shall not prejudice the application of
      other sanctions in the respect. 







Exhibit 10.16 

	10	Ancillary activities/remuneration from
      third parties 
	 	 	 
		10.1 	
      During his employment, the Employee shall not perform any
      ancillary activities in any way and in any form whatsoever, regardless of
      remuneration, without prior written approval of the Company.

	 	 	 
		10.2 	
      During his employment, the Employee shall not be
      permitted to have or take in any way, whether directly or indirectly, any
      interest in companies pursuing activities in competition with or related
      to the activities of the Company and/or the companies affiliated with the
      Company, or any interest in companies who are suppliers and/or licensors
      and/or principals and/or buyers and/or licensees of the Company and/or the
      companies affiliated with the Company, without prior written approval of
      the Company.

	 	 	 
		10.3 	
      The Employee shall not accept any monies or other
      remuneration from third parties in connection with his activities for the
      Company and/or the companies affiliated with the Company.

	 	 	 
	11 	
      Non-competition and restrictive
    covenant

	 	 	 
		11.1 	
      During the lifetime of this Agreement and for a period of
      24 months after termination of this Agreement – irrespective of the manner
      in which and the reasons why this Agreement has been terminated – the
      Employee shall not without the Company’s prior written
  consent:



a) In any manner, directly or
indirectly, whether or not for a fee, by working for or be involved in any
person, institution, company or enterprise which performs any activities
competitive, similar or related to those of the Company, or any of the Company’s
affiliated companies, nor have an interest therein except for an interest of
less than 5(five) % for investment purposes in a public listed company;

b) In any manner whatsoever, directly
or indirectly, have business contacts with (legal) entities with whom the
Company has had any business contacts in the past two (2) years prior to the end
of this Agreement;

c) In any way employ employees or
persons who in the period of two (2) years prior to the end of this Agreement
are or have been employed by the Company and/or any of the Company’s affiliated
companies, or induce the before mentioned employees or persons to terminate
their employment contract with the company, irrespective of the reason why.

	12 	
      Confidentiality and
non-disclosure

		
       



	 	12.1 	During his employment hereunder as well as after its
      termination – irrespective of the manner in which and the reasons for
      which his employment may be terminated – the Employee shall treat as
      strictly confidential and shall not disclose to third parties, whether
      directly or indirectly, in any form or manner whatsoever, any information
      which comes or has come to his knowledge regarding the business and
      interests of the Company and/or the companies affiliated with the Company
      and/or its customers and other business relations, all this in the
      broadest sense, unless the discharge of his duties as a Director of the
      Company requires the disclosure of such information to third parties on a
      need-to-know basis.







Exhibit 10.16 

		12.2 	
      In the event that the Employee is suspended and upon
      termination of his employment hereunder – irrespective of the manner in
      which and the reasons for which his employment may be terminated – the
      Employee shall at the Company’s first request to that effect surrender to
      the Company all property of the Company in his possession as well as all
      documents which in any way whatever relate to the Company and/or companies
      affiliated with the Company and/or its customers and other business
      relations, all this in the broadest sense, as well as all copies of such
      documents (whether or not recorded on data carriers) and
  property.

	 	 	 	 
	13 	
      Business Relations

	 	 	 	 
		13.1 	
      The Employee acknowledges that all client prospects of
      the Company belong to the Company, and the Employee will not for a period
      of two (2) years after the termination of this Agreement solicit or have
      (business) contact with any client prospect or client contact of Company
      or any affiliated company of the Company.

	 	 	 	 
	14 	
      Intellectual Property Rights

	 	 	 	 
		14.1 	
      All intellectual property rights, including but not
      limited to copyright and patent, design and trade mark rights, in any
      products, works and/or services developed by the Employee during or in
      connection with his employment hereunder shall vest in the
  Company.

	 	 	 	 
		14.2 	
      The Employee hereby, in so far as necessary, assigns to
      the Company, which assignment is hereby accepted by the Company, all
      intellectual property rights in any products, works and/or services
      developed (completely or in part) by the Employee during or in connection
      with his employment hereunder. The Employee agrees that where this
      assignment (or part thereof) should at any time prove to be legally
      invalid, shall at such time assign said rights – without imposing any
      condition theron-to the Company by a separate deed.

	 	 	 	 
		14.3 	
      In respect of the products, works and/or services
      referred to in this Article, the Employee hereby waives any and all moral
      rights as defined in Section 25 of the Copyright Act.

	 	 	 	 
		14.4 	
      The provisions of this Article imply that both during his
      employment hereunder and at any time thereafter the Employee shall not be
      permitted to commercially exploit or cause others to commercially exploit
      in whatever manner and/or to register or cause others to register any
      products, works and/or services developed by him during or in connection
      with his employment hereunder.

	 	 	 	 
		14.5 	
      The parties agree that the salary of the Employee is
      deemed to include compensation for deprivation (if any) of intellectual
      property rights.







Exhibit 10.16 

	15 	
      Penalty Clause

	 	 	 
		15.1 	
      In the event that the Employee commits any breach of
      Articles 10, 11, 12, 13 and/or under 14 he shall, invariance from the
      provisions of Section 7:650 subsections 3 and 5 of the Civil Code, forfeit
      to the Company an immediately payable penalty of Euro 500,000. – for each
      such breach, to be increased by Euro 10,000. – for each day that any such
      breach continues, without prior notice or judicial intervention being
      required and entirely without prejudice to the Company’s right to demand
      full compensation for the loss actually suffered by it and/or demand
      specific performance instead of the aforesaid penalty but – for breach of
      Articles 11 and 13 – less the amount of any penalties payable by the
      Employee pursuant to the SPA.

	 	 	 
	16 	
      Final Provisions

	 	 	 
		16.1 	
      This Agreement and any dispute which may arise from or in
      connections with this Agreement shall be governed by the laws of the
      Netherlands.

	 	 	 
		16.2 	
      All income tax and social security contributions which a
      Company must by law deduct from this employee’s salaries and pay to the
      relevant authorities shall be so deducted from and paid in respect of all
      amounts to be paid to the Employee under this Agreement, unless it follows
      from the nature of the payment that it may be tax free.

	 	 	 
		16.3 	
      If at any time it is determined by the Inspector of Taxes
      and/or the Implementing Authority Employees Insurances (“UWV”) that any of
      the payments to be made to the Employee under Articles 3.4. and 5 are (in
      part) subject to the levy of income tax and/or social security
      contributions, the compulsory deductions shall be made yet and charged to
      the debit of the Employee. As from such time the amounts of the relevant
      future payments under Articles 3,4, and 5 shall be reduced to the level at
      which such payments may be made tax free.

	 	 	 
	 	
      16.4
	Within the limits of reasonableness the Company reserves the right to
      modify and/or supplement this Agreement and all arrangements made
      hereunder between the parties, if in the Company’s judgment circumstances
      warrant such modification or supplementation.
	 	 	 
		16.5 	
      The foregoing constitutes the entire agreement between
      the parties and supersedes all agreements and undertakings previously made
      and given by and between the Employee and the (bodies of the) Company
      and/or companies affiliated with the Company.



In witness whereof, this Agreement was executed to twofold and
signed by the Parties in Amsterdam on

	THE COMPANY 	THE EMPLOYEE 	  
	 	 	 
	 	 	 
	  	  	  
	/s/ Steve Bromley 	/s/ G.J.M. Versteegh 	Date April 2012 
	 	 	 
	Steve Bromley, CEO 	G.J.M. Versteegh