SunOpta Inc.: Exhibit 10.13 - Filed by newsfilecorp.com






Exhibit 10.13 

 

October 2, 2011 

John Ruelle 
[Address omitted] 

Dear John, 

As per our discussions, I am very pleased to offer you the new
position of Vice President & Chief Administration Officer, SunOpta
Inc. I am extremely confident that you will be very successful in this
role and I look forward to working closely with you as you assume the
responsibilities of this position and well into the future. I am that sure this
will be a most rewarding and challenging position for you as we continue to
build and position SunOpta as the global leader in natural and organic foods
that drive sustainable well- being.

While we will work together to finalize a number of
organizational and operating objectives and priorities, the key aspects of the
Vice President and Chief Administration Officer role will be: 

	 	i. 	
      Member of SunOpta Inc. Senior Management Committee,
  reporting to me as President and Chief Executive Officer.

	 	 	 
	 	ii. 	
      Ongoing oversight of key functions including Human
      Resources & Organization Development, Information Technology, Shared
      Services, Operational Legal and Insurance management and
  administration.

	 	 	 
	 	iii. 	
      Direct participation in strategic planning, assessment of
      internal growth projects and acquisition assessment including due
      diligence and post-acquisition integration and
  monitoring.



Reporting directly to you will be VP Information Technology, VP
Human Resources (currently vacant and to be filled), Manager of Shared Services,
plus their support staff. A final allocation of personnel involved in the
administration of insurance will be required. 

	LOCATION: 	5850 Opus Parkway, Suite 150, Minnetonka,
      Minnesota 55343 
	  	  
		As part of this role, you will be required to
      travel to SunOpta’s Corporate Office in Norval, Ontario on a regular
      basis. 



	STARTING DATE: 	To be determined (likely mid-October)
  


COMPENSATION: 

Salary: $285,000.00 USD per annum. Effective
October 1, 2011 salaried employees will be paid bi-weekly (every other Friday).
Your salary and related compensation package will be reviewed April 1, 2012.




Bonus/Short-Term Incentive: You will be entitled to a
target bonus of 50% of your base salary. The short-term incentive plan is
administered in line with the fiscal reporting calendar and as such you will be
eligible for bonus based on the SunOpta Corporate Office Bonus Plan, which is
based on a combination of return on net assets results in each of the operating
groups, corporate return on equity and net earnings at the corporate level. This
plan has a minimum threshold of 90% for all parameters and an upside payable at
1% of target bonus overachievement for each metric. For net earnings at a
corporate level the over-achievement starts at 100% of the budget before any
allowance. Bonus for 2011 will be pro-rated based on the starting date of your
new position with SunOpta (January to mid-October will remain at 45% and the
balance of the year at 50%. The terms of this plan are reviewed on an annual
basis by the Board of Directors and are subject to change. 

Long-Term Incentive: In addition to the one-time grant
of employee stock options detailed below, you will be entitled to an annual
long-term incentive. Currently the incentive is awarded via an annual grant of
stock options which will be targeted to be equivalent to 50% of your base
salary, rounded to the nearest 100 shares. The calculation of the value of the
options toward the amount equivalent to 50% of your base salary will be based on
the “Black-Scholes” method for determining stock option value. The actual amount
of the annual options grant is at the sole discretion of the Board of Directors
after considering current business performance, current share price,
availability of options in the Stock Option Plan, and other factors as deemed
appropriate by the Board. 

One-Time Stock Option Grant: In acknowledgment of
your appointment to this position, 50,000 Stock Options will be granted to you
at the first scheduled Board of Directors meeting following your commencement
date, the exercise price of which shall be the closing price of the Company’s
common shares on the last trading day prior to this meeting. These options will
vest 20% per annum on the anniversary date of the grant. For greater clarity,
all terms and conditions relating to these options shall be in accordance with
the Company’s Stock Option Plan. 

401(k): You continue to be eligible to participate in
the US SunOpta 401(k) plan for a maximum of $16,500 (IRS maximum) with employer
match up to 3.5% with 6% or higher employee contribution. 

Auto Benefit: You are currently operating a company
owned vehicle and this will remain in place. 

Professional Fees: The Company will pay reasonable
annual professional fees related to your employment. 

Employee Stock Purchase Plan: You may elect to
contribute between 1% and 10% of their compensation (to a max of $25,000 USD)
into the Employee Stock Purchase Plan. Stock will be issued at the end of each
quarterly offering period at a 15% discount to the average share price
immediately before the end of the offering period.

Benefits: You will remain on the SunOpta U.S. Benefits
Package. 

The Company may change, add or delete benefits or coverage in
the future and no such change will be considered as a substantial change to the
terms of your employment or a breach of contract. 

Vacation: You will be entitled to four weeks vacation
per annum. SunOpta’s vacation period runs from January to December and all
vacation must be taken in the year it is earned. No carry forward of vacation to
the following year is permitted unless previously approved. We will come to a
mutually acceptable solution on how to deal with your existing PTO carry-over.





Vacation time must be scheduled in accordance with the business
needs of the Company.

Membership Fees: You will be entitled to reimbursement
of annual membership fees up to a maximum of $2,000. 

Travel: You will be reimbursed for all authorized travel
and other out-of-pocket expenses actually and properly incurred by you in
connection with your duties of employment. For all such expenses you will
furnish to the Company statements and vouchers as and when required by the
Company. 

Reviews: Your next formal performance and compensation
review will be scheduled for April 1, 2012. 

Change of Control and Termination without Cause: In the
event of a Change of Control of the Company (defined as 50% or more of the
common shares owned by one investor group) all unvested options will immediately
vest.

In addition, should material changes be proposed to your
position, you will have the option to receive a lump sum severance payment equal
to twelve (12) months of the total of your then annual base salary and annual
bonus, plus the continuation of the auto benefits and medical, dental and
insurance benefits, with the exception of short and long term disability
insurance, for a period of twelve (12) months following the date that employment
is terminated. 

In the event of termination of your employment without cause,
you will receive severance benefits of twelve months base salary, bonus plus an
allowance for the continuation of the auto benefit and allowable medical and
insurance benefits during the severance period. 

For the purposes of calculating severance under Change of
Control or Termination Without Cause above, the bonus will be based on the
higher of the average of the prorated year to date results, assuming a minimum
of six (6) months have elapsed for that current fiscal year plus the preceding
year bonus payout or the average bonus payout of your previous two years of
employment. 

SUNOPTA POLICIES 

Practices & Policies: You continue to agree to be
bound by and comply with all Company practices and policies whether written or
not, of which you are aware, or of which you ought to be aware and such
practices and policies form part of this contract of employment. 

You confirm that you have read, signed and agree to abide by
the terms and conditions of the attached documents, which form part of this
contract of employment. 

Termination of Employment: You may resign your
employment with the Company upon providing at least twelve weeks advance notice
of your expected last day of work. The Company has the right to waive all or
part of your resignation notice in which case you will be paid salary only to
your last day of work and the Company will have no liability for termination
severance pay, payment in lieu therefore or damages whether at common law equity
or otherwise. 




The agreement arising from your acceptance of this offer will
be governed by and constructed in accordance with the laws of the State of
Minnesota and the laws of the USA applicable therein. 

Terms of Employment: By signing this letter you confirm
your understanding and acceptance of the terms of employment. 

John, I am very excited to have you join the SunOpta Senior
Management Committee in this role and to work together to achieve the potential
of SunOpta.

Yours sincerely, 

	/s/ Steven Bromley 
	  
	Steven Bromley 
	President and Chief Executive Officer 
	SunOpta Inc. 


I hereby agree to and accept the above. 

	/s/ John Ruelle 	October 11, 2011 
	John Ruelle 	Date