SunOpta Inc.: Exhibit 10.3 - Filed by newsfilecorp.com






Exhibit 10.3

STOCK OPTION AWARD AGREEMENT

            This
Stock Option Award Agreement (this “Agreement”) is entered into as of September
3, 2019 (the “Award Date”) by and between SunOpta Inc., a Canadian corporation
(the “Company”), and Scott Huckins (the “Optionee”). 

            The
Company and the Optionee agree as follows:

            1.       
Grant. The Company hereby grants to the Optionee an option to purchase
262,182 common shares of the Company on the terms and conditions as set forth
herein (the “Options”). The Options will not be treated as Incentive
Stock Options as defined in Section 422 of the Internal Revenue Code of 1986, as
amended, and are therefore Non-Statutory Stock Options. The Options are not, and
shall not be deemed to be, granted under or subject to the Company’s Amended
2013 Stock Incentive Plan or any other plan. The Options are granted pursuant to
the terms of the Executive Employment Agreement dated August 30, 2019 between
the Company and the Optionee (the “Employment Agreement”) and in the
event of any inconsistency between this Agreement and the Employment Agreement
as to timing of vesting or any other provision, the terms of the Employment
Agreement shall control and apply. 

            2.       
Exercise Price. The exercise price of the Option is $2.38 per share (the
“Exercise Price”). 

            3.       
Vesting. The Options will vest on the third anniversary of Optionee’s
first day of employment subject to the Optionee’s continued employment during
the entire vesting period, except as otherwise provided in Section 6 or the
Employment Agreement.

            4.       
Time of Exercise of Option. Except as provided in Section 6, the Option
may not be exercised prior to the vesting date set forth in Section 3. Following
such date and until it expires or is terminated as provided in Sections 6 or 11,
this Option may be exercised from time to time to purchase whole shares.

            5.       
Expiration Date. The Options shall expire on September 3, 2029 unless
earlier terminated pursuant to the provisions hereof (the “Expiration
Date”).

            6.       
Termination of Employment. 

                        6.1       
General Rule. Except as provided in this Section 6 or the Employment
Agreement, the Options may not be exercised unless at the time of exercise the
Optionee is employed by the Company and shall have been so employed continuously
from the Award Date through the end of the vesting period. 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”). 

                       
6.2        Termination Generally. If
the Optionee’s employment by the Company terminates for any reason other than as
provided in Sections 6.3 or 6.4 below, the Options 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, and all
unvested Options shall be forfeited and canceled. 




                        6.3       
Total Disability. If the Optionee’s employment with the Company is
terminated at any time because of Total Disability (as defined in the Employment
Agreement), 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..

                        6.4       
Death. If the Optionee’s employment with the Company is terminated at any
time because of death, 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. 

                        6.5       
Failure to Exercise Options. To the extent that following termination of
employment, the Options are not exercised within the applicable periods
described above (or the Employment Agreement, if applicable), all further rights
to purchase shares pursuant to the Options shall cease and terminate. 

            7.       
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 Options shall continue during a medical, family or
military leave of absence, whether paid or unpaid, and vesting of the Options
shall be suspended during any other unpaid leave of absence.

            8.       
Method of Exercise of Option; Tax Withholding. The Options may be
exercised by notice from the Optionee to the Company through the Company’s
third-party administrator, which is currently Solium Shareworks, of the
Optionee’s binding commitment to purchase shares, specifying the number of
shares the Optionee desires to purchase under the Options, 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 shares of the
Company valued at fair market value. The fair market value of common shares
provided in payment of the purchase price shall be the closing price of the
common shares last reported on Nasdaq before the time payment in common shares
are made or, if earlier, committed to be made, if the Common Stock is publicly
traded, or another value of the common shares 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.

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            9.       
Nontransferability. Except as provided in this Section 9 the Options are
nonassignable and nontransferable by the Optionee, either voluntarily or by
operation of law, and during the Optionee’s lifetime, the Options are
exercisable only by the Optionee. The Options 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. 

            10.      Stock
Splits, Stock Dividends. If the outstanding common shares of the Company are
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 Options, or the unexercised portion
thereof, and (ii) the Exercise 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. 

            11.      Mergers,
Etc. If, while any Options are outstanding, there shall occur a merger,
consolidation, amalgamation, plan of exchange or other transaction, in each case
involving the Company pursuant to which outstanding shares are converted into
cash or other stock, securities or property (each, a “Transaction”), the
Board of Directors, may, in its sole discretion, provide that the remaining
outstanding Options shall be treated in accordance with any of the following
alternatives:

            (i)       
The remaining Options shall be converted into options to purchase stock of the
surviving or acquiring corporation in the Transaction, which Options may not be
exercised, in whole or in part, before the completion of the vesting period
(unless otherwise accelerated as determined by the Board of Directors in its
sole discretion) and shall be subject to continued employment of the Optionee by
the Company or any acquiring or surviving company through such vesting date, for
a total purchase price equal to the total price applicable to the unexercised
portion of the Options, and with the amount and type of shares subject thereto
and exercise price per share thereof to be conclusively determined by the Board
of Directors, taking into account the relative values of the companies involved
in the Transaction and the exchange rate, if any, used in determining shares of
the surviving corporation to be held by holders of common shares of the Company
following the Transaction in accordance with Treas. Reg. § 1.409A
-1(b)(5)(v)(D), and disregarding fractional shares;

            (ii)       The
remaining Options shall be cancelled effective immediately prior to the
consummation of the Transaction, and, in full consideration of the cancellation,
the Company or any acquiring or surviving company shall pay to the Optionee upon
the vesting date (unless otherwise accelerated by the terms of the Employment
Agreement or as determined by the Board of Directors in its sole discretion),
subject to continued employment of the Optionee by the
Company or any acquiring or surviving company through such date, an amount in
cash, for each share subject to the Options, equal to the excess of (A) the
value, as determined by the Board of Directors, of the property (including cash
and securities) received by the holder of a common share of the Company as a
result of the transaction over (B) the Exercise Price; or

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            (iii)      The
remaining Options shall become exercisable for 100 percent of the shares subject
to the Options effective as of the consummation of the Transaction, and the
Board of Directors shall approve some arrangement by which the Optionee shall
have a reasonable opportunity to exercise all such Options effective as of the
consummation of the Transaction or otherwise realize the value of the Options,
as determined by the Board of Directors. Any Options that are not exercised in
accordance with procedures approved by the Board of Directors shall
terminate.

            In
the event the Board of Directors opts that the remaining outstanding Options
shall be treated in accordance with (i) above, then the surviving or acquiring
corporation in the Transaction must agree to all relevant provisions of the
Employment Agreement pertaining to the Options. 

            12.      Conditions
on Obligations. The Company shall not be obligated to issue common shares
upon exercise of the Options 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 reasonable best efforts to take steps
required by state or federal law or applicable regulations in connection with
issuance of shares upon exercise of the Options.

            13.      No
Right to Employment. Nothing in 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.

            14.      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.

            15.      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. 

            16.      Amendments.
The Company may at any time amend this Agreement if the amendment does not
adversely affect the Optionee and no amendment that does adversely affect the
Optionee shall be valid or binding. Otherwise, this Agreement may not be amended
without the written consent of the Optionee and the Company. 

            17.      Governing
Law; Jurisdiction and Venue. This Agreement will be interpreted under the
laws of the state of Minnesota, exclusive of choice of law rules. Any action or
proceeding by either of the parties to enforce this Agreement
shall be brought only in a state or federal court located in the state of
Minnesota. 

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     18.      Complete
Agreement. This Agreement and the Employment Agreement constitute the entire
agreements between the Optionee and the Company, both oral and written
concerning the matters addressed herein, and all prior agreements or
representations concerning the matters addressed herein, whether written or
oral, express or implied, are terminated and of no further effect. 

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

	SUNOPTA INC. 	RECIPIENT 
	  	  
	  	  
	By: /s/ Jeff Gough 	/s/ Scott Huckins 
	Name: Jeff Gough 	Scott Huckins 
	Title: CHRO 	  


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