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





Exhibit 10.1 

SUNOPTA INC. 

EMPLOYEE STOCK PURCHASE PLAN 
Revised March 4, 2013


The Employee Stock Purchase Plan (the “Plan”) was approved by
the Board of Directors (the “Board”) of SunOpta Inc. (the “Company”) on May 7,
2003 and by shareholders on June 18, 2003, at which time 1,000,000 common
shares, without par value, in the capital of the Company (“Common Stock”) were
reserved for the grant of options under the Plan. The addition of 2,000,000
common shares was approved by the Board of Directors on March 5, 2009 revising
the plan to 3,000,000 common shares and by shareholders on May 14, 2009. The
Plan was subsequently amended on March 4, 2013 in order to better align the Plan
with actual or proposed practices and to streamline and simplify the
administration of the Plan.

1. Purpose. The purpose of the Plan is to provide
Employees of the Company and its Designated Subsidiaries with an opportunity to
purchase Common Stock of the Company. It is the intention of the Company to have
the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the
Code. The provisions of the Plan shall, accordingly, be construed so as to
extend and limit participation in a manner consistent with the requirements of
that section of the Code. 

2. Definitions. 

(a) “Board” shall mean the Board of Directors of the Company,
or a committee of the Board of Directors designated by the Board to administer
the Plan. 

(b) “Code” shall mean the United States Internal Revenue Code
of 1986, as amended. 

(c) “Common Stock” shall mean common shares without par value
of the Company. 

(d) “Company” shall mean SunOpta Inc. 

(e) “Compensation” shall mean all base compensation that is
taxable income for federal income tax purposes, including payments for overtime,
shift premium, commissions and other compensation received from the Company or a
Designated Subsidiary, but specifically excluding short term incentive payments
or bonuses, relocation expense reimbursements, tuition or other reimbursements
and income realized as a result of participation in any stock option, stock
purchase or similar plan of the Company or a Designated Subsidiary. 

(f) “Continuous Status as an Employee” shall mean the absence
of any interruption or termination of service as an Employee. Continuous Status
as an Employee shall not be considered interrupted in the case of a leave of
absence agreed to in writing by the Company, provided that such leave is for a
period of not more than 90 days or reemployment upon the expiration of such
leave is guaranteed by contract or statute. 

(g) “Contributions” shall mean all amounts credited to the
account of a participant pursuant to the Plan. 

(h) “Discount Factor” shall mean between 0% to 15% as
determined by the Board (as defined in paragraph 18(b)) provided that such
change is announced at least 15 days prior to the scheduled beginning of an
Offering Period. 

(i) “Designated Subsidiaries” shall mean the Subsidiaries which
have been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan. 




(j) “Employee” shall mean any person who is customarily
employed with the Company, or one of its Designated Subsidiaries for six months
and work at least 20 hours per week. 

(k) “Exercise Date” shall mean the last business day of each
Offering Period of the Plan. 

(l) “Exercise Price” shall mean with respect to an Offering
Period, an amount equal to the average of the closing price of the Common Stock
(determined in accordance with paragraph 7(b)) for the period of five
consecutive trading days ending on the last trading day of such Offering Period
multiplied by 100% minus the Discount Factor. 

(m) “National Securities Exchange” shall mean the NASDAQ
National Market for all participants, unless changed by the Board. 

(n) “Offering Date” shall mean the first business day of each
Offering Period of the Plan. 

(o) “Offering Period” shall mean a period of either twelve or
fourteen weeks commencing on February 23, June 1, August 24 and November 30 of
2013 and thereafter commencing on the dates of the corresponding pay periods in
each of the following years, as determined at the discretion of the Company.


(p) “Plan” shall mean this Employee Stock Purchase Plan. 

(q) “Subsidiary” shall mean a the Company, domestic or foreign,
of which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such the Company now exists or is hereafter organized
or acquired by the Company or a Subsidiary. 

3. Eligibility. 

(a) Any person who has been continuously employed as an
Employee for six months as of the Offering Date of a given Offering Period shall
be eligible to participate in such Offering Period under the Plan, subject to
the requirements of paragraph 5(a) and the limitations imposed by Section 423(b)
of the Code. 

(b) Any provisions of the Plan to the contrary notwithstanding,
no Employee shall be granted an option under the Plan (i) if, immediately after
the grant, such Employee (or any other person whose Common Stock would be
attributed to such Employee pursuant to Section 424(d) of the Code) would own
Common Stock and/or hold outstanding options to purchase Common Stock possessing
five percent or more of the total combined voting power or value of all classes
of stock of the Company or of any Subsidiary of the Company, or (ii) which
permits his or her rights to purchase stock under all employee stock purchase
plans (described in Section 423 of the Code) of the Company and its Subsidiaries
to accrue at a rate which exceeds USD $25,000 or the Canadian equivalent based
on the exchange rate on the previous December 31 (determined at the time such
option is granted) for each calendar year in which such option is outstanding at
any time. Any option granted under the Plan shall be deemed to be modified to
the extent necessary to satisfy this paragraph 3(b). 

4. Offering Periods. The Plan shall be implemented by a
series of Offering Periods, with a new Offering Period commencing on March 1,
June 1, September 1 and December 1 of each year (or at such other time or times
as may be determined by the Board of Directors). The Plan shall continue until
terminated in accordance with paragraph 19 hereof. The Board of Directors shall
have the power to change the duration and/or the frequency of Offering Periods
with respect to future offerings without stockholder approval if such change is
announced at least 15 days prior to the scheduled beginning of the first
Offering Period to be affected. 




5. Participation. 

(a) An eligible Employee may become a participant in the Plan
by completing an Enrollment Form provided by the Company and filing it with the
Company or its designee prior to the applicable Offering Date. The enrollment
form and its submission may be electronic as directed by the Company. The
enrollment form shall set forth the percentage of the participant’s Compensation
(which shall be not less than 1% and not more than 10%) to be paid as
Contributions pursuant to the Plan. 

(b) Payroll deductions shall commence with the first payroll
following the Offering Date and shall end on the last payroll paid on or prior
to the Exercise Date of the Offering Period to which the Enrollment Form is
applicable, unless sooner terminated as provided in paragraph 10. 

6. Method of Payment of Contributions. 

(a) Each participant shall elect to have payroll deductions
made on each payroll during the Offering Period in an amount not less than 1%
and not more than 10% of such participant’s Compensation on each such payroll.
All payroll deductions made by a participant shall be credited to his or her
account under the Plan. A participant may not make any additional payments into
such account. 

(b) A participant may discontinue his or her participation in
the Plan as provided in paragraph 10, or, on one occasion only during the
Offering Period, may decrease, but may not increase, the rate of his or her
Contributions during the Offering Period by completing and filing with the
Company a new Enrollment Form authorizing a change in the deduction rate. The
change in rate shall be effective as of the beginning of the next payroll period
following the date of filing of the new Enrollment Form, if the Enrollment Form
is completed at least ten days prior to such date, and, if not, as of the
beginning of the next succeeding payroll period. 

(c) Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and paragraph 3(b), a participant’s
payroll deductions may be decreased to zero at such time and for so long as the
aggregate of all payroll deductions accumulated with respect to the current
Offering Period and any other Offering Period ending within the current calendar
year equals USD $25,000 or the Canadian equivalent based on the exchange rate on
the previous December 31. 

7. Grant of Option. 

(a) On the Offering Date of each Offering Period, each eligible
Employee participating in such Offering Period shall be granted the option to
purchase on the Exercise Date of such Offering Period a number of shares of the
Common Stock determined by dividing such Employee’s Contributions accumulated
prior to such Exercise Date and retained in the participant’s account as of the
Exercise Date by the applicable Exercise Price; provided however, that such
Exercise Price shall be subject to the limitations set forth in paragraphs 3(b)
and 12. The fair market value of a share of the Common Stock shall be determined
as provided in paragraph 7(b). 

(b) The Exercise Price shall be determined by the Board based
on (i) if the Common Stock is listed or quoted for trading on a National
Securities Exchange, the closing or last sale price of the Common Stock for such
date (or, in the event that the Common Stock is not traded on such date, on the
immediately preceding trading date) on the composite tape or other comparable
reporting system for such National Securities Exchange; (ii) if the Common Stock
is not listed on or quoted for trading on a National Securities Exchange but is
listed for trading on the Toronto Stock Exchange, the closing or last sale price
of the Common Stock for such date (or, in the event that the Common Stock is not
traded on such date, on the immediately preceding trading date) on the composite
tape or other comparable reporting system for such exchange or market; or (iii)
if the Common Stock is not listed on a National Securities Exchange or the
Toronto Stock Exchange but trades in the over-the-counter market, the mean
between the bid and asked prices per share of the Common Stock at the close of
trading in the over-the-counter market.




8. Exercise of Option. Unless a participant withdraws
from the Plan as provided in paragraph 10, his or her option for the purchase of
Common Stock will be exercised automatically on the Exercise Date of the
Offering Period, and the maximum number of full shares of Common Stock subject
to the option will be purchased for him or her at the applicable Exercise Price
with the accumulated Contributions in his or her account. If a fractional number
of shares results, then such number shall be rounded down to the next whole
number and any unapplied cash shall be carried forward to the next Exercise
Date, unless the participant requests a cash payment. The Common Stock purchased
upon exercise of an option hereunder shall be deemed to be transferred to the
participant on the Exercise Date. During a participant’s lifetime, a
participant's option to purchase Common Stock hereunder is exercisable only by
him or her. 

9. Delivery. Upon the written request of a participant,
certificates representing the Common Stock purchased upon exercise of an option
will be issued as promptly as practicable after the Exercise Date of each
Offering Period to participants who wish to hold their shares in certificate
form. Any cash remaining in a participant's account under the Plan after a
purchase by him or her of Common Stock at the termination of each Offering
Period shall be carried forward to the next Exercise Date unless the participant
requests a cash payment. 

10. Withdrawal from Plan; Termination of Employment.


(a) A participant may withdraw all but not less than all the
Contributions credited to his or her account under the Plan at any time prior to
the Exercise Date of the Offering Period by giving written notice to the Company
or its designee. All of the participant’s Contributions credited to his or her
account will be paid to him or her promptly after receipt of his or her notice
of withdrawal and his or her option for the current period will be automatically
terminated, and no further Contributions for the purchase of Common Stock will
be made during the Offering Period. A participant’s withdrawal from an Offering
Period will not have any effect upon his or her eligibility to participate in a
succeeding Offering Period or in any similar plan which may hereafter be adopted
by the Company. 

(b) Upon termination of the participant’s Continuous Status as
an Employee prior to the Exercise Date of the Offering Period for any reason,
including retirement or death, the Contributions credited to his or her account
will be returned to him or her or, in the case of his or her death, to the
person or persons entitled thereto under paragraph 14, and his or her option
will be automatically terminated. 

(c) In the event an Employee fails to remain in Continuous
Status as an Employee for at least 20 hours per week during the Offering Period
in which the Employee is a participant, he or she will be deemed to have elected
to withdraw from the Plan and the Contributions credited to his or her account
will be returned to him or her and his or her option terminated. 

11. Interest. No interest shall accrue on the
Contributions of a participant in the Plan. 

12. Stock. 

(a) The maximum number of shares of Common Stock which shall be
made available for sale under the Plan shall be 3,000,000 shares, subject to
adjustment upon changes in capitalization of the Company as provided in
paragraph 18. If the total amount of Common Stock which would otherwise be
subject to options granted pursuant to paragraph 7(a) on the Offering Date of an
Offering Period exceeds the amount of Common Stock then available under the Plan
(after deduction of all shares for which options have been exercised or are then
outstanding), the Company shall make a pro rata allocation of the Common Stock
remaining available for option grants in as uniform a manner as shall be
practicable and as it shall determine to be equitable. Any amounts remaining in
an Employee’s account not applied to the purchase of Common Stock pursuant to
this paragraph 12 shall be refunded on or promptly after the Exercise Date. In
such event, the Company shall give written notice of such reduction of the
amount of Common Stock subject to the option to each Employee affected thereby
and shall similarly reduce the rate of Contributions, if necessary. 




(b) The participant will have no interest or voting right in
Common Stock covered by his or her option until such option has been exercised.


13. Administration. The Board shall supervise and
administer the Plan and shall have full power to adopt, amend and rescind any
rules deemed desirable and appropriate for the administration of the Plan and
not inconsistent with the Plan, to construe and interpret the Plan, and to make
all other determinations necessary or advisable for the administration of the
Plan. 

14. Designation of Beneficiary. 

(a) A participant may designate a beneficiary who is to receive
any Common Stock and cash, if any, from the participant’s account under the Plan
in the event of such participant’s death subsequent to the end of the Offering
Period but prior to delivery to him or her of such Common Stock and cash. In
addition, a participant may designate a beneficiary who is to receive any cash
from the participant’s account under the Plan in the event of such participant’s
death prior to the Exercise Date of the Offering Period. If a participant is
married and the designated beneficiary is not the spouse, spousal consent shall
be required for such designation to be effective. Beneficiary designations shall
be made either in writing or by electronic delivery as directed by the Company.


(b) Such designation of beneficiary may be changed by the
participant (and his or her spouse, if any) at any time by submission of the
required notice, which may be electronic. In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant’s death, the Company shall
deliver such Common Stock and/or cash to the executor or administrator of the
estate of the participant, or if no such executor or administrator has been
appointed (to the knowledge of the Company), the Company, in its discretion, may
deliver such Common Stock and/or cash to the spouse or to any one or more
dependents or relatives of the participant, or if no spouse, dependent or
relative is known to the Company, then to such other person as the Company may
designate. 

15. Transferability. Neither Contributions credited to a
participant’s account nor any rights with regard to the exercise of an option or
to receive Common Stock under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in paragraph 14) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds in accordance with paragraph 10. 

16. Reports. Individual accounts will be maintained for
each participant in the Plan. Statements of account will be given to
participating Employees promptly following the Exercise Date, which statements
will set forth the amounts of Contributions, the per share purchase price, the
number of shares purchased and the remaining cash balance, if any. 

17. Adjustments Upon Changes in Capitalization. Subject
to any required action by the stockholders of the Company, the number of shares
of Common Stock covered by unexercised options under the Plan and the number of
shares of Common Stock which have been authorized for issuance under the Plan
but are not yet subject to options (collectively, the “Reserves”), as well as
the price per share of Common Stock covered by each unexercised option under the
Plan, shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of shares of Common Stock
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be deemed
to have been “effected without receipt of consideration.” Such adjustment shall
be made by the Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issue by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to an option. 




In the event of the proposed dissolution or liquidation of the
Company, an Offering Period then in progress will terminate immediately prior to
the consummation of such proposed action, unless otherwise provided by the
Board. In the event of a proposed sale of all or substantially all of the assets
of the Company, or the merger, consolidation or other capital reorganization of
the Company with or into another the Company, each option outstanding under the
Plan shall be assumed or an equivalent option shall be substituted by such
successor company or a parent or subsidiary of such successor company, unless
the Board determines, in the exercise of its sole discretion and in lieu of such
assumption or substitution, to shorten the Offering Period then in progress by
setting a new Exercise Date (the “New Exercise Date”). If the Board shortens the
Offering Period then in progress in lieu of assumption or substitution in the
event of a merger or sale of assets, the Board shall notify each participant in
writing, at least ten days prior to the New Exercise Date, that the Exercise
Date for his or her option has been changed to the New Exercise Date and that
his or her option will be exercised automatically on the New Exercise Date,
unless prior to such date he or she has withdrawn from the Offering Period as
provided in paragraph 10. For purposes of this paragraph, an option granted
under the Plan shall be deemed to be assumed if, following the sale of assets,
merger or other reorganization, the option confers the right to purchase, for
each share of Common Stock subject to the option immediately prior to the sale
of assets, merger or other reorganization, the consideration (whether stock,
cash or other securities or property) received in the sale of assets, merger or
other reorganization by holders of Common Stock for each share of Common Stock
held on the effective date of such transaction (and if such holders were offered
a choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding shares of Common Stock); provided, however, that if
such consideration received in such transaction was not solely common stock of
the successor the Company or its parent (as defined in Section 424(e) of the
Code), the Board may, with the consent of the successor the Company, provide for
the consideration to be received upon exercise of the option to be solely common
stock of the successor the Company or its parent equal in fair market value to
the per share consideration received by holders of Common Stock in the sale of
assets, merger or other reorganization. 

The Board may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the reserves, as well as the price
per share of Common Stock covered by each outstanding option, in the event that
the Company effects one or more reorganizations, recapitalizations, rights
offerings or other increases or reductions of shares of its outstanding Common
Stock, and in the event of the Company being consolidated with or merged into
any other the Company. 

18. Amendment or Termination. 

(a) The Board may at any time terminate or amend the Plan.
Except as provided in paragraph 18, no such termination may affect options
previously granted, nor may an amendment make any change in any option
theretofore granted which adversely affects the rights of any participant
provided that an Offering Period may be terminated by the Board on an Exercise
Date or by the Board’s setting a new Exercise Date with respect to an Offering
Period then in progress if the Board determines that termination of the Offering
Period is in the best interests of the Company and the stockholders or if
continuation of the Offering Period would cause the Company to incur adverse
accounting charges in the generally-accepted accounting rules applicable to the
Plan. In addition, to the extent necessary to comply with Section 423 of the
Code (or any successor rule or provision or any applicable law or regulation),
the Company shall obtain stockholder approval in such a manner and to such a
degree as so required. 

(b) Without stockholder consent and without regard to whether
any participant rights may be considered to have been adversely affected, the
Board shall be entitled to change the Offering Periods, change the Discount
Factor between 0 and 15%, limit the frequency and/or number of changes in the
amount withheld during an Offering Period, establish the exchange ratio
applicable to amounts withheld in a currency other than Canadian or United
States dollars, permit payroll withholding in excess of the amount designated by
a participant in order to adjust for delays or mistakes in the Company’s
processing of properly completed withholding elections, establish reasonable
waiting and adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of Common Stock for each
participant properly correspond with amounts withheld from the participant’s
Compensation, and establish such other limitations or procedures as the Board
determines in its sole discretion advisable that are consistent with the Plan. 




19. Notices. All notices or other communications by a
participant to the Company under or in connection with the Plan shall be deemed
to have been duly given when received in the form specified by the Company at
the location, or by the person, designated by the Company for the receipt
thereof. 

20. Conditions Upon Issuance of Shares. Shares of Common
Stock shall not be issued with respect to an option unless the exercise of such
option and the issuance and delivery of such shares of Common Stock pursuant
thereto shall comply with all applicable provisions of law, domestic or foreign,
including, without limitation, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the shares of Common Stock may then be listed, and shall be further subject to
the approval of counsel for the Company with respect to such compliance. 

As a condition to the exercise of an option, the Company may
require the person exercising such option to represent and warrant at the time
of any such exercise that the shares of Common Stock are being purchased only
for investment and without any present intention to sell or distribute such
shares if, in the opinion of counsel for the Company, such a representation is
required by any of the aforementioned applicable provisions of law. 

21. Right to Terminate Employment. Nothing in the Plan
or in any agreement entered into pursuant to the Plan shall confer upon any
Employee or other optionee the right to continue in the employment of the
Company or any Subsidiary, or affect any right which the Company or any
Subsidiary may have to terminate the employment of such Employee or other
optionee. 

22. Rights as a Stockholder. Neither the granting of an
option nor a deduction from payroll shall constitute an Employee the owner of
shares covered by an option. No optionee shall have any right as a stockholder
unless and until an option has been exercised, and the shares of Common Stock
underlying the option have been registered in the Company’s share register. 

23. Term of Plan. The Plan became effective upon its
adoption by the Board in May 2003 as revised on March 5, 2009 and on March 4,
2013 and shall continue in effect until June 30, 2025 unless sooner terminated
under paragraph 19. 

24. Applicable Law. This Plan shall be governed in
accordance with the laws of the Province of Ontario, applied without giving
effect to any conflict-of-law