SunOpta Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

            THIS
AGREEMENT made as of August 30, 2019 between Scott E. Huckins (the
“Executive”) and SunOpta Inc., a corporation existing under the laws of
Canada (the “Company”);

            WHEREAS
effective as of September 3, 2019 (the “Effective Date”), the Company
wishes to employ the Executive as the Chief Financial Officer of the Company
pursuant to the terms and conditions set forth in this Agreement and the
Executive wishes to be employed by the Company on such terms and conditions;

            NOW,
THEREFORE, in consideration of the mutual covenants, promises and obligations
set forth herein, the parties agree as follows:

ARTICLE 1 
TERM


            The Executive’s employment hereunder shall be effective as of
the Effective Date and, subject to Article 5, shall be for an indefinite term
ending on the Termination Date (the “Employment Term”). 

ARTICLE 2 
POSITION AND DUTIES


2.1      Position.

            The
Executive shall serve as the Chief Financial Officer of the Company, at all
times reporting to the Chief Executive Officer (the “CEO”). In such
position, the Executive shall have such duties, authority and responsibility as
shall be determined from time to time by the CEO, which duties, authority and
responsibility are consistent with the Executive’s position. The Executive shall
be an officer of the Company and, if requested, also serve as an officer or
director of any affiliate of the Company. Within ten (10) days of the Effective
Date, the Executive and the Company will enter into a director and officer
indemnification agreement in the Company’s standard form. 

2.2      Duties.

            During
the Employment Term, the Executive shall devote his full business time and
attention to the performance of the Executive’s duties hereunder and will not
engage in any other business, profession or occupation for compensation or
otherwise except as agreed to in advance by the Company in writing.
Notwithstanding the foregoing, the Executive will be permitted to, with the
prior written consent of the Company, act or serve as a director, trustee or
committee member of any type of business, civic or charitable organization, not
to exceed one other corporate entity board, as long as such activities are
disclosed in writing to the Company in accordance with the Company's Code of
Conduct, and do not interfere with the performance of the Executive's duties and
responsibilities to the Company. 




ARTICLE 3 
PLACE OF PERFORMANCE


            The
principal place of the Executive’s employment shall be the Company’s U.S. head
office currently located in Edina, Minnesota; provided that, the Executive may
be required to travel on Company business during the Employment Term. 

ARTICLE 4 
COMPENSATION


4.1     
Base Salary. 

            Commencing
as of the Effective Date, the Company shall pay the Executive an annual rate of
base salary of US$550,000, in periodic installments in accordance with the
Company’s customary U.S. payroll practices, but no less frequently than monthly.
The Executive’s base salary shall be reviewed annually by the Company and the
Company may, but shall not be required to, increase the base salary during the
Employment Term. The Executive’s annual base salary, as in effect from time to
time, is hereinafter referred to as “Base Salary”. 

4.2      Annual
Bonus. 

            (a)       
The Executive shall have the opportunity to earn an annual bonus (the amount
actually earned, the “Annual Bonus”) equal to 75% of Base Salary (the
amount available to be earned, the “Target Bonus”), based on the
achievement of annual performance goals established by the Board of Directors of
the Company (the “Board”). 

            (b)       
Except as otherwise provided in Article 5, (i) the Annual Bonus (including the
Target Bonus) will be subject to the terms of the Company annual bonus plan
under which it is granted, as such plan may be adopted and revised prospectively
from time to time by the Board, and (ii) in order to be eligible to receive an
Annual Bonus, the Executive must be employed by the Company on the date that
Annual Bonuses are paid to other similarly situated executives of the Company.
For this purpose, the Executive’s employment is deemed to cease on the
Termination Date (as defined in Section 5.7) . 

4.3      Signing
Bonus. 

            The
Company shall pay the Executive a lump sum cash signing bonus of $225,000 (the
"Signing Bonus") within thirty (30) days following the Effective Date; provided
that, the Executive shall repay a pro rata portion of the Signing Bonus if,
prior to the third anniversary of the Effective Date, the Executive terminates
his employment or is terminated by the Company for Cause (as defined below).

4.4      Equity
Compensation. 

            (a)       
On the Effective Date, the Executive shall be granted special one-time awards of
(i) a number of restricted stock units determined by dividing US$412,500 by the
closing price of the Company’s common stock as reported on Nasdaq on the
Executive’s first day of employment, or if there has been no sale on that date,
on the last preceding date on which a sale occurred (the “Closing Price”) pursuant to and subject to the terms of
the Restricted Stock Unit Award Agreement substantially in the form attached as
Appendix A of this Agreement (the “Special RSUs”), (ii) a number of
time-based stock options determined by dividing US$309,375 by the current
Black/Scholes value of one option on the terms described herein with an exercise
price equal to the Closing Price and subject to the terms of the Stock Option
Award Agreement substantially in the form attached as Appendix B of this
Agreement (the “Special Options”), and (iii) a number of performance
share units determined by dividing US$825,000 by the Closing Price and subject
to the terms of the Performance Share Unit Award Agreement substantially in the
form attached as Appendix C of this Agreement (the “Special PSUs”). 

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            (b)       
Additionally, the Company shall grant an additional number of restricted stock
units (the “Matching RSUs”) equal to the number of shares of the
Company’s common stock purchased by Executive on the open market between the
Executive’s first day of employment and December 12, 2019, provided that the
value of the Matching RSUs will not exceed US$412,500, with the value per share
for this purpose equal to the average cost per share paid by Executive in making
such purchases. The Matching RSUs shall be subject to the restrictions, terms
and conditions set forth in the Restricted Stock Unit Award Agreement
substantially in the form attached as Appendix A of this Agreement. All stock
purchases by the Executive shall be in accordance with the Company’s insider
trading policy. 

            (c)       
On the Effective Date, the Company and the Executive shall execute the award
agreements substantially in the forms attached as Appendix A (with respect to
the Special RSUs), Appendix B (with respect to the Special Options) and Appendix
C (with respect to the Special PSUs) (collectively, the “Special Award
Agreements”), and with the exercise price of the Special Options equal to
the Closing Price. Within 120 days following the Executive’s first day of
employment, the Company and the Executive shall execute a Special Award
Agreement substantially in the form attached as Appendix A with respect to the
Matching RSUs and with the same vesting schedule applicable to the initial grant
of the Special RSUs. The stock purchases made by the Executive during the first
120 days of employment shall be retained as part of the Executive’s stock
ownership requirement as further described in Section 7.2 and in accordance with
the Company’s stock ownership policy. The Company shall have the right in its
sole discretion to cancel all or part of the additional Matching RSU grant in
the event the Executive, during the vesting period, disposes of any of the
purchased stock. 

            (d)       
The Company shall issue an additional number of RSUs (the “2021 RSUs”)
determined by dividing $412,500 by the closing price of the Company’s common
stock on January 29, 2021 subject to the restrictions, terms and conditions set
forth in the Restricted Stock Award Agreement substantially in the form attached
as Appendix A of this Agreement. The 2021 RSUs will be granted effective on the
date of grant and will be initially 100% unvested and subject to forfeiture.
One-third of the 2021 RSUs shall vest on each of the first three (3)
anniversaries of the date of grant, subject to your continued employment with
the Company. 

            The
equity grants described in paragraphs (a), (b) and (d) above are intended to
represent sign-on inducement awards and three years of grants representing
annual long-term incentive participation. Any future restricted stock units
(“RSUs”), stock options (“Options”), performance share units
(“PSUs”) or other form of equity compensation award granted to the
Executive shall be determined by the Board, in its discretion, and subject to
terms and conditions of such award grants. 

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4.5      Employee
Benefits. 

            Subject
to the terms and conditions of the applicable plans and policies, each as
amended from time to time, during the Employment Term, the Executive shall be
entitled to participate in all employee pension, retirement savings and group
benefit plans, practices and programs maintained by the Company, as in effect
from time to time (collectively, “Employee Benefit Plans”). The Company
reserves the right to amend or cancel any Employee Benefit Plan at any time in
its sole discretion, subject to the terms of such Employee Benefit Plan. 

4.6      Paid
Time-Off. 

            During
each fiscal year (prorated for partial years) of the Employment Term, the
Executive shall be entitled to 160 hours of paid time-off in accordance with the
Company’s paid time-off policies, as in effect from time to time. 

4.7      Business
Expenses. 

            The
Executive shall be entitled to reimbursement for all reasonable and necessary
out-of-pocket business, entertainment and travel expenses incurred by the
Executive in connection with the performance of the Executive’s duties hereunder
in accordance with the Company’s expense reimbursement policy, as in effect from
time to time. 

4.8      Relocation
Costs

            The
Company shall pay the Executive US$100,000 (such amount to be grossed up for all
taxes) in satisfaction of Executive’s relocation expenses relating to his
relocation from Barrington, Illinois to Edina, Minnesota, payable within fifteen
(15) days after Executive lists or offers his primary residence for sale. If the
Executive terminates his employment or is terminated by the Company for Cause
prior to the one-year anniversary of the Effective Date, the Executive shall be
required to repay the Company the gross amount of any relocation expenses paid
or reimbursed pursuant to this Section 4.8. 

4.9      Clawback
Provisions. 

            Notwithstanding
any provision in this Agreement to the contrary, all compensation paid to the
Executive pursuant to this Agreement or any other agreement or arrangement with
the Company which is subject to recovery under the Company’s Clawback Policy
(which may be amended from time to time) or any applicable law, government
regulation or stock exchange listing requirement (the “Clawback Laws”)
will be subject to such deductions and clawback as may be required to be made
pursuant to the Clawback Policy and Clawback Laws. 

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ARTICLE 5 
TERMINATION OF EMPLOYMENT; CHANGE OF
CONTROL


5.1     
Notice.

            The
Executive’s employment hereunder may be terminated by either the Company or the
Executive at any time during the Employment Term and for any, or no, reason by
providing written notice of the termination of the Executive’s employment (the
“Termination Notice”). Upon termination of the Executive’s employment,
the Executive shall be entitled to the compensation and benefits described in,
and subject to, this Article 5 and shall have no further rights to any
compensation or any other benefits from the Company or any of its affiliates.


5.2      Termination
for Cause or Termination by Executive. 

            (a)       
If the Executive’s employment is terminated by the Company for Cause or by the
Executive for any reason, the Executive shall be entitled to the following:

                          (i)       
any accrued but unpaid Base Salary and accrued but unused paid time-off which
shall be paid on the pay date immediately following the Termination Date (as
defined below) in accordance with the Company’s customary payroll
procedures;

                          (ii)       
reimbursement for unreimbursed business expenses properly incurred by the
Executive, which shall be subject to and paid in accordance with the Company’s
expense reimbursement policy, as in effect from time to time;

                          (iii)       
any Special RSUs, Special PSUs, Matching RSUs and 2021 RSUs that are vested as
of the Termination Date but have not yet been settled shall be settled in
accordance with the terms of the applicable Special Award Agreement, and any
Special Options that are vested as of the Termination Date shall be exercisable
thereafter only in accordance with the terms of the applicable Special Award
Agreement; and

                          (iv)       
all granted and unvested (a) Special RSUs, (b) Special PSUs, (c) Matching RSUs,
(d) 2021 RSUs, and (e) Special Options shall be immediately forfeited and
cancelled. 

Paragraphs (i), (ii) and (iii) of this Section 5.2(a) are
referred to herein collectively as the “Accrued Amounts”. 

            (b)       
For purposes of this Agreement, “Cause” shall mean:

                          (i)       
the Executive’s engagement in dishonesty, illegal conduct or gross misconduct,
which, in each case, the Company has determined is or is likely to be materially
injurious to the Company or its affiliates;

                          (ii)       
the Executive’s embezzlement, misappropriation or fraud, whether or not related
to the Executive’s employment with the Company; 

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                          (iii)       
the Executive’s conviction of or plea of guilty or nolo contendere to a crime
that constitutes a felony (or state law equivalent) or a crime that constitutes
a misdemeanor involving moral turpitude;

                          (iv)       
the Executive’s violation of a material policy of the Company;

                          (v)       
the Executive’s willful unauthorized disclosure of Confidential Information (as
defined below); or

                          (vi)       
the Executive’s material breach of any material obligation under this Agreement
(including but not limited to the obligations under Section 6.3 and Section 6.4)
or any other written agreement between the Executive and the Company where such
breach is not cured within ten (10) days of written notice by the Company of
such breach. 

5.3      Termination
Without Cause. 

            If
the Executive’s employment hereunder is terminated by the Company without Cause
during the Employment Term, the Executive shall be entitled to receive the
Accrued Amounts and, conditional upon the Executive’s compliance with Article 6
of this Agreement and his execution of a release of claims in favor of the
Company, its affiliates and their respective officers and directors
substantially in the form attached hereto as Appendix D (the “Release”),
the Executive shall also be entitled to the following, with such payments to be
made on a date determined by the Company (but in any event within sixty (60)
days following the Termination Date except as otherwise provided):

            (a)       
a lump sum payment equal to one (1) times the sum of (i) the Executive’s Base
Salary and (ii) the Executive’s Target Bonus amount;

            (b)       
the amount of Annual Bonus earned, but not yet paid, in the fiscal year prior to
the fiscal year in which the Termination Date occurs;

            (c)       
all granted and unvested Special RSUs, Matching RSUs and 2021 RSUs shall
immediately vest on the Termination Date and be settled in accordance with the
terms of the applicable Special Award Agreements; and

            (d)       
any Special Options and Special PSUs which have not vested as of the Termination
Date shall be forfeited and cancelled. 

            The
Company’s obligations to make any payments under this Section 5.3 shall be
conditioned on the Executive executing and delivering to the Company the Release
within twenty-one (21) days following the date the Company delivers the Release
to the Executive after the date the Termination Notice is received by the
Executive and the Release becoming effective by virtue of the Executive not
revoking the Release during the period the Executive is allowed by law to
revoke. 

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5.4     Death.

            (a)       
The Executive’s employment hereunder shall terminate automatically upon the
Executive’s death during the Employment Term. 

            (b)       
If the Executive’s employment is terminated during the Employment Term on
account of the Executive’s death, the Executive’s estate shall be entitled to
the following, with such payments to be made on a date determined by the Company
within 60 days following death except as otherwise provided below:

                         
(i)        the Accrued Amounts;

                          (ii)       
any amount of Annual Bonus earned, but not yet paid, in the fiscal year prior to
the fiscal year in which the Termination Date occurs;

                         
(iii)        all granted and unvested Special
RSUs, Matching RSUs and 2021 RSUs shall immediately vest on the Termination Date
and be settled in accordance with the terms of the applicable Special Award
Agreements or be exercisable thereafter only in accordance with the terms of the
applicable Special Award Agreement; and

                          (iv)       
any Special Options and Special PSUs which have not vested as of the Termination
Date shall be forfeited and cancelled. 

5.5      Total
Disability.

            (a)       
The Company may terminate the Executive’s employment on account of the
Executive’s Total Disability. 

            (b)       
If the Executive’s employment is terminated during the Employment Term on
account of the Executive’s Total Disability, the Executive shall be entitled to
the following, with such payments to be made on a date determined by the Company
within 60 days following the termination due to the Executive’s Total Disability
except as otherwise provided below:

                          (i)       
the Accrued Amounts;

                          (ii)       
any amount of Annual Bonus earned, but not yet paid, in the fiscal year prior to
the fiscal year in which the Termination Date occurs;

                          (iii)       
all granted and unvested Special RSUs, Matching RSUs and 2021 RSUs shall
immediately vest on the Termination Date and be settled in accordance with the
terms of the applicable Special Award Agreements or be exercisable thereafter
only in accordance with the terms of the applicable Special Award Agreement;
and

                          (iv)       
any Special Options and Special PSUs which have not vested as of the Termination
Date shall be forfeited and cancelled. 

            (c)       
For purposes of this Agreement, “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
Executive to be unable, in the reasonable opinion of the Company, to perform his
duties as an employee of the Company, and solely with regards to the Performance
Share Unit Award Agreement only if Executive is considered “disabled” within the
meaning of Treasury Regulations Section 1.409A -3(i)(4). 

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5.6     
Change of Control. 

            (a)       
If the Executive’s employment hereunder is terminated by the Company without
Cause (other than on account of the Executive’s death or Total Disability)
during the Employment Term, in each case during the Change of Control Period,
the Executive shall be entitled to receive the Accrued Amounts and, conditional
upon the Executive’s execution of a Release, shall also be entitled to the
following, on a date determined by the Company (but in any event within sixty
(60) days following the Termination Date except as otherwise provided
below):

                          (i)       
a lump sum payment equal to one (1) times the sum of (x) the Executive’s Base
Salary, and (y) the Executive’s Target Bonus;

                          (ii)       any
amount of Annual Bonus earned, but not yet paid, in the fiscal year prior to the
fiscal year in which the Termination Date occurs; and

                          (iii)      all
granted and unvested Special RSUs, Matching RSUs, 2021 RSUs and Special Options
shall immediately vest on the Termination Date and be settled in accordance with
the terms of the applicable Special Award Agreements or be exercisable
thereafter only in accordance with the terms of the applicable Special Award
Agreement. 

            The
Company’s obligations to make any payments under this Section 5.6(a) shall be
conditioned on the Executive executing and delivering to the Company the Release
within twenty-one (21) days following the date the Company delivers the Release
to the Executive after the date the Termination Notice is received by the
Executive and the Release becoming effective by virtue of the Executive not
revoking the Release during the period the Executive is allowed by law to
revoke. 

            (b)       
For purposes of this Agreement, “Change of Control” shall mean the
occurrence of any of the following after the Effective Date:

                          (i)       
the acquisition of ownership, directly or indirectly, beneficially or of record,
by any person or combination of persons acting jointly or in concert with each
other, of the outstanding common shares of the Company representing more than
50% of the aggregate ordinary voting power represented by the issued and
outstanding common shares;

                          (ii)       the
sale, lease, exchange or other disposition, in a single transaction or a series
of related transactions, of assets, rights or properties of the Company and/or
any of its subsidiaries representing all or substantially all of the assets,
rights and properties of the Company and its subsidiaries on a consolidated
basis to any other person or entity, other than a disposition to a wholly owned
subsidiary of the Company in the course of a reorganization of the assets of the
Company and its subsidiaries;

                          (iii)     
a resolution is adopted to wind-up, dissolve or liquidate the Company; 

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(iv)        at any time during a period of
two consecutive years, individuals who at the beginning of such period
constituted the Board (“Incumbent Directors”) shall cease for any reason
to constitute at least a majority thereof; provided, however, that the term
“Incumbent Director” shall also include each new director elected during
such two-year period whose nomination or election was approved by two-thirds of
the Incumbent Directors then in office; or

                          (v)       
any consolidation, merger, amalgamation, or plan of exchange involving the
Company as a result of which the holders of outstanding common shares of the
Company immediately prior to the transaction do not continue to hold at least
50% or more of the outstanding voting securities of the surviving company or a
parent of the surviving company immediately after the transaction, disregarding
any voting securities issued to or retained by such holders in respect of
securities of any other party to the transaction; or

                          (vi)       
the Board adopts a resolution to the effect that a Change of Control as defined
herein has occurred or is imminent. 

Notwithstanding the foregoing, and solely with regards to the
Performance Share Unit Award Agreement, a Change of Control shall only occur if
the Change of Control constitutes a change in the ownership or effective control
of the Company, or a change in the ownership of a substantial portion of the
assets of the Company, within the meaning of Treasury Regulations Section 1.409A
-3(i)(5).

            (c)       
In the event of a Change of Control any Special PSUs which have not vested as of
the date of the Change of Control shall be handled in accordance with the terms
of the Performance Share Unit Award Agreement.

            (d)       
For purposes of this Agreement, “Change of Control Period” shall mean any
of the following:

                         
(i)        within 12 months following a
Change of Control; or

                         
(ii)       within two (2) months prior to a
Change of Control if (a) the Executive is terminated by the Company without
Cause; and (b) it is reasonably demonstrated by the Executive that such
termination of employment arose in connection with, or anticipation of, a Change
of Control. 

5.7      Termination
Date. 

            The
Executive’s Termination Date shall be:

            (a)       
If the Executive’s employment hereunder terminates on account of the Executive’s
death, the date of the Executive’s death;

            (b)       
If the Executive’s employment hereunder is terminated on account of the
Executive’s Total Disability, the date that it is determined that the Executive
has a Total Disability;

            (c)       
If the Company terminates the Executive’s employment hereunder for Cause, the
date the Termination Notice is delivered to the Executive; 

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(d)        If the Company terminates the
Executive’s employment hereunder without Cause, the date which is the later of
the date specified in the Termination Notice or the date the Termination Notice
is received by the Executive;

            (e)       
If the Executive terminates his employment hereunder, the date specified in the
Termination Notice, which shall be not less than 60 days following the date on
which the Termination Notice is delivered; and

           
(f)        Any other date mutually agreed
upon by the Company and the Executive. 

5.8      Other
Equity Compensation and Employee Benefits. 

           
Upon the termination of the Executive’s employment hereunder for any reason, (i)
the treatment of all RSUs, Options, PSUs or other form of equity compensation
award other than Special RSUs, Special PSUs, Matching RSUs, 2021 RSUs and
Special Options granted to the Executive shall be governed by the terms of any
applicable plan or any successor or replacement plan and the applicable award
agreements, and (ii) subject to any requirements of applicable law regarding
continuation of employee benefits following termination of employment, the
treatment of all benefits provided to the Executive pursuant to the Employee
Benefit Plans shall be governed by the terms of the respective plans. 

5.9      Resignation
of All Other Positions. 

            Upon
termination of the Executive’s employment hereunder for any reason, the
Executive agrees to resign, effective on the Termination Date, from all
positions that the Executive holds as an officer or member of the board of
directors of the Company or any of its affiliates. 

5.10    Section
280G.

            (a)       
If any of the payments or benefits received or to be received by the Executive
including, without limitation, any payment or benefits received in connection
with a Change of Control or the Executive’s termination of employment, whether
pursuant to the terms of this Agreement or any other plan, arrangement or
agreement, or otherwise (all such payments collectively referred to herein as
the “280G Payments”) constitute “parachute payments” within the meaning
of Section 280G of the Internal Revenue Code (the “Code”) and would, but
for this Section 5.10, be subject to the excise tax imposed under Section 4999
of the Code (the “Excise Tax”), then prior to making the 280G Payments, a
calculation shall be made comparing (i) the Net Benefit (as defined below) to
the Executive of the 280G Payments after payment of the Excise Tax to (ii) the
Net Benefit to the Executive if the 280G Payments are limited to the extent
necessary to avoid being subject to the Excise Tax. If, and only if, the amount
calculated under (i) above is less than the amount under (ii) above, the 280G
Payments will be reduced to the minimum extent necessary so that no portion of
the 280G Payments is subject to the Excise Tax. “Net Benefit” shall mean
the present value of the 280G Payments net of all federal, state, local, foreign
income, payroll, and excise taxes. If multiple amounts are subject to reduction,
the amounts shall be reduced (but not below zero) in a manner determined by the
Company that is consistent with the requirements of Section 409A of the Code
(“Section 409A”) and otherwise so as to maximize the after-tax benefit to
the Executive. 

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(b)        All calculations and
determinations under this Section 5.10 shall be made by an independent
accounting firm or independent tax counsel appointed by the Company (the “Tax
Counsel”) whose determinations shall be conclusive and binding on the
Company and the Executive for all purposes. For purposes of making the
calculations and determinations required by this Section 5.10, the Tax Counsel
may rely on reasonable, good faith assumptions and approximations concerning the
application of Section 280G and Section 4999 of the Code. The Company and the
Executive shall furnish the Tax Counsel with such information and documents as
the Tax Counsel may reasonably request in order to make its determinations under
this Section 5.10. The Company shall bear all costs the Tax Counsel may
reasonably incur in connection with its services. 

ARTICLE 6 
CONFIDENTIALITY,
NON-COMPETITION
AND NON-SOLICITATION


6.1     
Confidential Information Defined. 

            (a)       
For purposes of this Agreement, “Confidential Information” includes, but
is not limited to, all information not generally known to the public, in spoken,
printed, electronic or any other form or medium, relating directly or indirectly
to: business processes, practices, methods, policies, plans, publications,
documents, research, operations, services, strategies, techniques, agreements,
contracts, terms of agreements, transactions, potential transactions,
negotiations, pending negotiations, know-how, trade secrets, computer programs,
computer software, applications, operating systems, work-in-process, databases,
manuals, records, financial information, results, developments, reports,
internal controls and security procedures. The Executive understands that the
above list is not exhaustive, and that Confidential Information also includes
other information that is marked or otherwise identified as confidential or
proprietary, or that would otherwise appear to a reasonable person to be
confidential or proprietary in the context and circumstances in which the
information is known or used. Confidential Information shall not include
information that is generally available to and known by the public at the time
of disclosure to the Executive; provided that, such disclosure is through no
direct or indirect fault of the Executive or person(s) acting on the Executive’s
behalf. 

6.2      Disclosure
and Use Restrictions of Confidential Information. 

            The
Executive agrees and covenants: (i) to treat all Confidential Information as
strictly confidential; (ii) not to directly or indirectly disclose, publish,
communicate or make available Confidential Information, or allow it to be
disclosed, published, communicated or made available, in whole or part, to any
entity or person whatsoever (including other employees of the Company) not
having a need to know and authority to know and use the Confidential Information
in connection with the business of the Company and, in any event, not to anyone
outside of the direct employ of the Company except as required in the
performance of the Executive’s authorized employment duties to the Company.
Nothing stated herein shall preclude the disclosure of Confidential Information
by the Executive in response to a valid order of a court, governmental agency or
other governmental body of the United States or any political subdivision
thereof or as otherwise required by law, provided that prior to any such
disclosure the Executive shall notify the Company to enable the Company to seek
a protective order. 

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The Executive understands and acknowledges that his obligations under this
Agreement with regard to any Confidential Information shall commence immediately
upon the Executive first having access to such Confidential Information (whether
before or after the Effective Date) and shall continue during and after his
employment by the Company until such time as such Confidential Information has
become public knowledge other than as a result of the Executive’s breach of this
Agreement. 

6.3      Non-Competition.

            (a)       
During the Employment Term and during the 12-month period immediately following
the Termination Date, the Executive agrees and covenants not to engage in
Prohibited Activity in the United States or Canada without the prior written
consent of the Company, which such consent may be withheld at his or its sole
and absolute discretion. 

            (b)       
For purposes of this Agreement, “Prohibited Activity” is activity in
which the Executive contributes his knowledge, directly or indirectly, in whole
or in part, as an employee, employer, owner, operator, manager, advisor,
consultant, investor, agent, employee, partner, director, stockholder, officer,
volunteer, intern or any other similar capacity to any entity engaged in the
same business as the Company, including those engaged in any business in the
private label frozen fruit, beverage, snacks or organic ingredients foods
sector. 

            (c)       
Nothing herein shall prohibit the Executive from purchasing or owning less than
two percent (2%) of the publicly traded securities of any corporation, provided
that such ownership represents a passive investment and that the Executive is
not a controlling person of, or a member of a group that controls, such
corporation. 

6.4      Non-Solicitation
of Customers and Employees. 

            (a)       
The Executive agrees and covenants not to directly or indirectly solicit or
attempt to solicit any customer or prospective customer of the Company or any
affiliate of the Company during the 12-month period immediately following the
Termination Date. 

            (b)       
The Executive agrees and covenants not to directly or indirectly solicit, hire,
recruit, attempt to hire or recruit, or induce the termination of employment of
any employee of the Company or any affiliate of the Company during the 12-month
period immediately following the Termination Date. This prohibition shall not
apply to general solicitations or other non-targeted recruiting efforts. 

6.5      Acknowledgement.

            (a)       
The Executive acknowledges and agrees that the services to be rendered by him to
the Company are of a special and unique character; that the Executive will
obtain knowledge and skill relevant to the Company’s industry, methods of doing
business and marketing strategies by virtue of the Executive’s employment; and
that the restrictive covenants and other terms and conditions of this Agreement
are reasonable and reasonably necessary to protect the legitimate business
interest of the Company. 

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            (b)       
The Executive further acknowledges that the amount of his compensation reflects,
in part, his obligations and the Company’s rights under Article 6; that he has
no expectation of any additional compensation, royalties or other payment of any
kind not otherwise referenced herein in connection herewith; that he will not be
subject to undue hardship by reason of his full compliance with the terms and
conditions of Article 6 or the Company’s enforcement thereof. 

6.6      Remedies.

            In
the event of a breach or threatened breach by the Executive of Article 6, the
Executive hereby consents and agrees that the Company shall be entitled to seek,
in addition to other available remedies, a temporary or permanent injunction or
other equitable relief against such breach or threatened breach from any court
of competent jurisdiction, without the necessity of showing any actual damages
or that monetary damages would not afford an adequate remedy. The aforementioned
equitable relief shall be in addition to, not in lieu of, legal remedies,
monetary damages or other available forms of relief. 

ARTICLE 7 
GENERAL


7.1      Governing
Law; Jurisdiction and Venue.

           
This Agreement, for all purposes, shall be construed in accordance with the laws
of the state of Minnesota without regard to conflicts of law principles. 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. The
parties hereby irrevocably submit to the exclusive jurisdiction of such courts
and waive the defense of inconvenient forum to the maintenance of any such
action or proceeding in such venue. 

7.2      Stock
Ownership Requirements. 

           
The Executive shall be expected to maintain ownership of Company common stock
having a value equal to two times his Base Salary in accordance with guidelines
established by the Compensation Committee of the Board from time to time. The
Executive will be required to meet this ownership requirement within five years
after the Effective Date. 

7.3     
Section 409A. 

            (a)       
General Compliance. This Agreement and all payments under this Agreement are
intended to comply with Section 409A or an exemption thereunder and shall be
construed and administered in accordance with Section 409A. Notwithstanding any
other section of this Agreement, any payment under this Agreement may only be
made upon an event and in a manner that complies with Section 409A or an
applicable exemption. All payments under this Agreement that may be excluded
from Section 409A either as separation pay due to an involuntary separation from
service or as a short-term deferral shall be excluded from Section 409A to the
maximum extent possible. For purposes of Section 409A, each installment payment
under this Agreement shall be treated as a separate payment. References in this
Agreement to “payments under this Agreement” shall include all payments pursuant
to the Special RSUs, Matching RSUs, 2021 RSUs and the Special Options.
Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement
comply with Section 409A, and in no event shall the Company be liable for all or
any portion of any taxes, penalties, interest, or other expenses that may be
incurred by the Executive on account of non-compliance with Section 409A. 

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            (b)       
Separation from Service. Any payment under this Agreement that constitutes
“nonqualified deferred compensation” within the meaning of Section 409A and is
payable upon a termination of employment of the Executive shall only be made
upon the Executive’s “separation from service” with the Company within the
meaning of Section 409A, and any reference to Termination Date shall similarly
mean the date of such “separation from service” with the Company. 

            (c)       
Specified Employee. Notwithstanding any other provision of this Agreement, if
any payment or benefit provided to the Executive in connection with his
termination of employment is determined to constitute “nonqualified deferred
compensation” within the meaning of Section 409A and the Executive is determined
to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such
payment or benefit shall not be paid until the first payroll date to occur
following the six-month anniversary of the Termination Date or, if earlier, on
the Executive’s death (the “Specified Employee Payment Date”). The
aggregate of any payments that would otherwise have been paid before the
Specified Employee Payment Date and interest on such amounts calculated based on
the applicable federal rate published by the Internal Revenue Service for the
month in which the Executive’s separation from service occurs shall be paid to
the Executive in a lump sum on the Specified Employee Payment Date and
thereafter, any remaining payments shall be paid without delay in accordance
with their original schedule. 

            (d)       
Reimbursements. To the extent required by Section 409A, each reimbursement or
in-kind benefit provided under this Agreement shall be provided in accordance
with the following:

                          (i)       
the amount of expenses eligible for reimbursement, or in-kind benefits provided,
during each calendar year cannot affect the expenses eligible for reimbursement,
or in-kind benefits to be provided, in any other calendar year;

                          (ii)      
any reimbursement of an eligible expense shall be paid to the Executive on or
before the last day of the calendar year following the calendar year in which
the expense was incurred; and

                          (iii)     
any right to reimbursements or in-kind benefits under this Agreement shall not
be subject to liquidation or exchange for another benefit. 

            (a)       
Payments Contingent Upon Execution and Delivery of Release. If any payment under
this Agreement is contingent upon the execution and delivery of a Release and if
the Termination Date with respect to which such payment is being made 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. 

7.4     
Entire Agreement. 

            Unless
specifically provided herein, this Agreement, along with the agreements appended
hereto, contain all of the understandings and representations between the
Executive and the Company pertaining to the subject matter hereof and supersedes
all prior and contemporaneous understandings, agreements, representations and
warranties, both written and oral, with respect to such subject matter. The
parties mutually agree that the Agreement can be specifically enforced in court
and can be cited as evidence in legal proceedings alleging breach of the
Agreement. 

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7.5       
Modification and Waiver. 

            No
provision of this Agreement may be amended or modified unless such amendment or
modification is agreed to in writing and signed by the Executive and the CEO. No
waiver by either of the parties of any breach by the other party hereto of any
condition or provision of this Agreement to be performed by the other party
hereto shall be deemed a waiver of any similar or dissimilar provision or
condition at the same or any prior or subsequent time, nor shall the failure of
or delay by either of the parties in exercising any right, power or privilege
hereunder operate as a waiver thereof to preclude any other or further exercise
thereof or the exercise of any other such right, power or privilege. 

7.6       
Severability.

            If
any portion of this Agreement shall be held by a court as unenforceable and thus
stricken, such holding shall not affect the validity of the remainder of this
Agreement, the balance of which shall continue to be binding upon the parties.


7.7       
Counterparts.

            This
Agreement may be executed in separate counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument. 

7.8       
Notice.

            Notices
and all other communications provided for in this Agreement shall be in writing
and shall be delivered personally or sent by registered or certified mail,
return receipt requested, or by overnight carrier to the parties at the
addresses set forth below (or such other addresses as specified by the parties
by like notice):

	 	If to the Company: 
	 	  
	 	SunOpta Inc. 
	 	2233 Argentia Road, Suite 401
  
	 	Mississauga, Ontario L5N 2X7
  
	 	Phone: (905) 821-9669 
	 	Fax: (905) 819-7971 
	 	  
	 	Attention: CEO 
	 	With a copy to: General Counsel
    
	 	  
	 	If to the Executive: 
	 	  
	 	The last known address of the
      Executive in the Company’s records. 


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7.9    
 Representations of the Executive.

            The
Executive represents and warrants to the Company that:

            (a)       
The Executive’s acceptance of employment with the Company and the performance of
his duties hereunder will not conflict with or result in a violation of, a
breach of, or a default under any contract, agreement or understanding to which
he is a party or is otherwise bound. 

            (b)       
The Executive’s acceptance of employment with the Company and the performance of
his duties hereunder will not violate any non-competition, non-solicitation or
other similar covenant or agreement with a prior employer. 

7.10     
Withholding.

            The
Company shall have the right to withhold from any amount payable hereunder any
taxes, contributions, premiums or other amounts in order for the Company to
satisfy any withholding obligation it may have under any applicable law or
regulation. 

7.11    
 Survival.

            Upon
the expiration or other termination of this Agreement, the respective rights and
obligations of the parties hereto shall survive such expiration or other
termination to the extent necessary to carry out the intentions of the parties
under this Agreement. 

7.12    
 Acknowledgment of Full Understanding.

      
     THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS
FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE
EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK
QUESTIONS AND CONSULT WITH INDEPENDENT COUNSEL BEFORE SIGNING THIS AGREEMENT.


[SIGNATURE PAGE FOLLOWS] 

 

 

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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written. 

	 	
      SUNOPTA INC. 

       

	 	  
	 	By: /s/ Joseph Ennen 
	 	 
	 	Name: Joseph Ennen 
	 	Title: Chief Executive Officer



 

SCOTT E. HUCKINS

Signature: /s/ Scott Huckins

 

[Signature Page to Executive Employment Agreement]




APPENDIX “A”

RESTRICTED STOCK UNIT AWARD AGREEMENT




APPENDIX “B”

STOCK OPTION AWARD AGREEMENT




APPENDIX “C”

PERFORMANCE SHARE UNIT AWARD AGREEMENT




APPENDIX “D”

FORM OF RELEASE OF CLAIMS

Release

	FROM: 	Scott E. Huckins 
	  	  
	
      TO: 
	
      SunOpta Inc., its affiliates, subsidiaries, parents
      and related organizations and their respective partners, directors,
      officers, shareholders, employees and agents (collectively
      "SunOpta") 




	1. 	
      Full and Final Release. In consideration of the
      terms of the letter from SunOpta Inc. to me, Scott E. Huckins, dated
      ____________, 20__ (the "Letter Agreement"), which terms are deemed
      to be and are accepted by me in full and final satisfaction of the
      Executive Employment Agreement between SunOpta and me, Scott E. Huckins,
      made on August 30, 2019 (the receipt and sufficiency of which
      consideration are hereby acknowledged) and except for SunOpta's
      obligations referred to in the Letter Agreement, I, Scott E. Huckins,
      personally and for my heirs, executors, administrators, successors and
      assigns, fully, finally and forever releases and discharges SunOpta and
      its affiliates, as well as their respective successors, assigns, officers,
      owners, directors, agents, representatives, attorneys, and employees (all
      of whom are referred to throughout this Release as the “Released
      Parties”), of and from all claims, demands, actions, causes of action,
      suits, damages, losses, and expenses, of any and every nature whatsoever,
      as a result of actions or omissions occurring through the date I sign this
      Release. Specifically included in this waiver and release are, among other
      things, any and all claims of alleged employment discrimination and
      retaliation prohibited by Title VII of the Civil Rights Act of 1964, the
      Americans with Disabilities Act, the Age Discrimination in Employment Act,
      including the amendments provided by the Older Workers Benefits Protection
      Act, or any other federal, state or local statute, rule, ordinance, or
      regulation, as well as any claims under common law for tort, contract, or
      wrongful discharge.

	 	
       

	2. 	
      Compliance with Older Worker Benefit Protection
      Act. This Release is subject to the Older Workers Benefit Protection
      Act (“OWBPA”), which provides that I cannot waive a right or claim under
      the Age Discrimination in Employment Act (the “ADEA”) unless the waiver is
      knowing and voluntary. I acknowledge and agree that I have executed this
      Release voluntarily and with full knowledge of its consequences. I
      acknowledge and agree that: (a) this Release is written in language I
      understand; (b) this Release applies to any rights I may have under the
      ADEA; (c) this Release does not apply to any rights or claims I may have
      under the ADEA which arise after the date I execute this Agreement; (d) I
      am advised to consult with an attorney before signing this Release; (e)
      SunOpta is giving me a period of twenty-one (21) days to consider this
      Release. I may accept and sign this Release before the expiration of the
      twenty-one (21) day period, but I am not required to do so by SunOpta; (f)
      for a period of fifteen (15) days following the signing of this Release, I
      may revoke the waiver of the ADEA claims in this Release by personally
      delivering or by mailing (postmarked within fifteen days after I sign this
      release) written notice of revocation to SunOpta; (g) this Release shall become
      effective on the sixteenth day after I sign it, and any revocation shall
      apply only to ADEA claims. Except as to the ADEA claims, this Release will
  remain in full force and effect.



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	3. 	
      Exceptions to the Release. The above release does
      not waive claims (i) for unemployment or workers’ compensation benefits,
      (ii) for vested rights under ERISA-covered employee benefit plans as
      applicable on the date I sign this Release, (iii) any claims under
      Executive’s director and officer indemnification agreement or pursuant to
      the Company’s or any Subsidiary’s charter documents; (iv) rights to group
      medical or group dental insurance coverage pursuant to Section 4980B of
      the Internal Revenue Code of 1986, as amended (“COBRA”), (v) with respect
      to any rights under the equity award agreements with the Company, as the
      same may be modified by the terms of the Employment Agreement, (vi) that
      may arise after I sign this Release, and (vi) which cannot be released by
      private agreement. I understand that nothing in this Release (a) prevents
      me from filing a charge or complaint with or from participating in an
      investigation or proceeding conducted by the EEOC, the National Labor
      Relations Board, the Securities and Exchange Commission, or any other
      federal, state or local agency charged with the enforcement of any laws,
      including providing documents or other information, or (b) prevents me
      from exercising my rights under Section 7 of the NLRA to engage in
      protected, concerted activity with other employees, although by signing
      this Release, I am waiving my right to recover any individual relief
      (including any backpay, frontpay, reinstatement or other legal or
      equitable relief) in any charge, complaint, or lawsuit or other proceeding
      brought by me or a third party on my behalf, except for any right I may
      have to receive a payment from a government agency (and not SunOpta) for
      information provided to the government agency.



SIGNED this ___ day of _____________, 20__. 

 

__________________________________________ 
Scott E.
Huckins


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