8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 7, 2015

SUNOPTA INC.
(Exact name of registrant as specified in its charter)

Canada	001-34198	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2838 Bovaird Drive West
Brampton, Ontario, L7A 0H2, Canada
(Address of Principal Executive Offices)

(905) 455-1990
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[  ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[  ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Succession of Chief Executive Officer

On July 7, 2015, SunOpta Inc. (the “Company”) announced the appointment of Hendrik Jacobs, the Company’s President and Chief Operating Officer, to President and Chief Executive Officer, effective October 1, 2015. In conjunction with this appointment, Mr. Jacobs will also become a member of the Board of Directors, effective October 1, 2015. Mr. Jacobs will succeed current CEO, Steve Bromley, who will become Vice-Chair, effective October 1, 2015, and will remain on the Board to facilitate the transition in leadership and to support Jacobs and the Board on key corporate development activities until the end of 2015.

Mr. Jacobs, 54, joined the Company in August 2012 as President and Chief Operating Officer. Mr. Jacobs has over 20 years of international sales, marketing, innovation, strategic development and general management experience. Prior to joining the Company, Mr. Jacobs held a number of progressively responsible positions with Tetra Pak, the world’s leading supplier of equipment and materials for the processing and packaging of liquid food products, with revenues of approximately $12 billion in 165 markets worldwide. In his last position with Tetra Pak, Mr. Jacobs served as Cluster Vice President for North Europe with responsibility for the United Kingdom, Ireland, Scandinavia and the Baltic States. Prior to this role, he served as Managing Director Benelux with responsibility for the Netherlands, Belgium and Luxemburg, as Vice President of Strategy and Planning with responsibility for setting long term technology and product development strategies, and as Vice President of Sales for TetraPak USA. Prior to joining Tetra Pak Mr. Jacobs held a number of international sales, marketing and general management positions with PepsiCo, Royal Dutch Ahold and the Coca-Cola Company. Mr. Jacobs holds a Masters of Business Administration degree from the American Graduate School of International Management and a Bachelor of Business Administration from Oregon State University. Mr. Jacobs has no family relationship to any other director or executive officer of the Company.

Compensatory Arrangements

In connection with Mr. Jacobs’ appointment as President and Chief Executive Officer, the Company entered into an employment agreement with Mr. Jacobs. Under the terms of the employment agreement, Mr. Jacobs’s annual base salary will be not less than $650,000 USD and is to be reviewed annually. Mr. Jacobs will be eligible to earn a target bonus equal to 100% of his base salary under the Company’s Short Term Incentive Plan and a target bonus equal to 150% of his base salary under the Company’s Long Term Incentive Plan. In addition, Mr. Jacobs will be awarded options to purchase 23,000 common shares of the Company, vesting 20% each year for five years, and 23,000 performance share units that will vest according to the Company’s 2015 Long Term Incentive Plan.

If Mr. Jacobs employment were to be terminated without “cause” as defined in the employment agreement, the Company would be required to pay Mr. Jacobs severance benefits for twenty-four months, including salary continuance, incentive based on the average of the last two years of short term incentive previously awarded to him, continuation of medical and dental insurance benefits during the severance period, and the monetary equivalent of the amounts the Company previously paid for long term disability, life insurance and auto insurance during the severance period.

Mr. Bromley will continue to serve as Chief Executive Officer until October 1, 2015. Effective October 1, 2015, Mr. Bromley’s title and role will change to Vice-Chair, and he will serve as Vice-Chair until December 31, 2015. Mr. Bromley will also continue to serve as a director until December 31, 2015.

The Company has entered into a separation agreement with Mr. Bromley. Under the terms of the separation agreement, Mr. Bromley will continue to receive his base salary of $570,000 CAD through December 31, 2015. Mr. Bromley will also be entitled to receive a bonus based on the Company’s year-end financial results in accordance with the Company’s 2015 Short Term Incentive Plan.

Subsequent to the termination of Mr. Bromley’s employment on December 31, 2015, the Company will pay Mr. Bromley a monthly amount of $43,025.51 CAD, less applicable withholding, for a period of thirty-six months (the “Separation Period”). The payments reflect the equivalent of twenty-four months of Mr. Bromley’s current salary paid out over a thirty-six month period. Mr. Bromley or the Company may elect to have the unpaid balance of the separation payments paid as a lump sum, subject to certain conditions. Mr. Bromley has agreed to provide certain consulting services to the Company during the Separation Period.

Mr. Bromley will retain his outstanding stock options and performance shares during the Separation Period. Options will continue to vest in accordance with their terms during the Separation Period. Any options that are not exercised prior to the end of the Separation Period will expire. Any outstanding performance shares will continue to vest during the Separation Period in accordance with the Company’s 2014 and 2015 Long Term Incentive Plans.

The descriptions of the terms of Mr. Jacob’s employment agreement and Mr. Bromley’s separation agreement are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibit 10.1 and 10.2, respectively, and incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

The list of exhibits in the Exhibit Index is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SUNOPTA INC.
By:	/s/ Robert McKeracher
	Robert McKeracher
	Vice President and Chief Financial Officer
Date:	July 7, 2015

EXHIBIT INDEX

Exhibit No.	Description
10.1	Employment Agreement, dated July 6, 2015, between SunOpta Inc. and Hendrik Jacobs.
10.2	Separation Agreement, dated July 6, 2015, between SunOpta Inc. and Steven Bromley.

EX-10.1

July 6, 2015

Hendrik Jacobs
[Address omitted]

Dear Rik,

Per our discussions, I am most pleased to offer you the position of Chief Executive Officer, SunOpta, Inc. reporting to the Board of Directors and Alan Murray as the Board Chair effective October 1, 2015 under the following conditions:

Location: You will be based in the United States but working for the Canadian SunOpta, Inc entity.

Duties: During the term of this Agreement you shall devote your full-time attention, energies and talents to serving as Chief Executive Officer, to discharge the responsibilities assigned to you hereunder by the Board of Directors and to use your reasonable best efforts to perform faithfully and efficiently such responsibilities. Your responsibilities and duties shall be as mutually agreed upon from time to time by you and the Board of Directors and shall comply with all Company policies and procedures.

Salary: During the term of your full time employment under this agreement, the Company shall pay you a base salary at an annual rate of no less than $650,000.00 USD or such at a higher annual rate as approved by the Board of Directors. The salary will be paid in equal bi-weekly amounts aligned with the US payroll schedule. Your salary will be reviewed no less than one time per year. Your next salary review will be in April 2016. Your salary will transition to the US payroll as of October 1, 2015.

Housing Assistance: You will be provided a $100,000 USD lump sum payment, less applicable withholding, for housing benefits in the U.S.

Short Term Incentive: You will be eligible for the Short Term Incentive Plan at a target of 100% of your base salary and administered according to the Short Term Incentive Plan Document as approved by the Board of Directors. Your incentive target change will be prorated for 2015 from the effective date of the change in salary and role. The STI grant and Plan terms are subject to change on an annual basis and are at the sole discretion of the Board of Directors.

Long Term Incentive: You will be eligible to participate in the Long Term Incentive Plan at a target of 150% of your base salary and administered according to the Long Term Incentive Plan document as approved by the Board of Directors. The next award at the 150% target will be in May 2016. The LTI grant and Plan terms are subject to change on an annual basis and are at the sole discretion of the Board of Directors.

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Stock Grant: You will be awarded 23,000 Stock Options priced as of market close the day prior to the executed agreement date. The vesting period is 20% each year for five years and the options will expire ten years after the award date. You will also be awarded 23,000 Performance Share Units that will vest according to the 2015 Long Term Incentive Plan.

Benefits: Your medical, dental, disability and life insurance benefits will remain aligned with your current package as outlined in your employment agreement dated 30 June 2012.

Allowances: Paid time off, auto allowance, club allowance, professional fee allowances and social contributions, such as RRSP, will remain the same as the employment agreement dated 30 June 2012.

Employee Stock Purchase Plan: You will continue to be able to be eligible to participate in the ESPP with 1% to 10% contribution up to a maximum stock value of $25,000 USD and in accordance with the ESP Plan document.

Change of Control: In the event of a change of Change of Control of the Company ("Change of Control") defined as a transaction or series of transactions whereby directly or indirectly:

(a) any person or combination of persons obtains a sufficient number of securities of the Company to affect materially the control of the Company; for the purposes of this Agreement, a person or combination of persons holding shares or other securities in excess of the number which, directly or following conversion thereof, would entitle the holders thereof to cast [50%] or more of the votes attaching to all shares of the Company which may be cast to elect directors of the Company, shall be deemed to be in a position to affect materially the control of the Company; or

(b) the Company consolidates or merges with or into, amalgamates with, or enters into a statutory arrangement with, any other person (other than a subsidiary of the Company) or any other person (other than a subsidiary of the Company) consolidates or merges with or into, or amalgamates with or enter into a statutory arrangement with, the Company, and, in connection therewith, all or part of the outstanding voting shares shall be changed in any way, reclassified or converted into, exchanged or otherwise acquired for shares or other securities of the Company or any other person or for cash or any other property;

(c) all unvested options and performance share units will immediately vest. In addition, if your employment is terminated by the Company without Cause (other than on account of death or disability) or in the event of a constructive dismissal claim within twelve (12) months following a Change of Control, you will be entitled to receive severance benefits of twenty-four months that includes: (i) current base salary, (ii) incentive based on the average of the last two years of STI previously awarded to you by way of a lump sum payment, (iii) plus continuation of allowable medical and insurance benefits during the severance period, and (iv) the monetary equivalent of the amounts the Company previously paid for LTD, life insurance and auto allowance during the severance period. The payments and benefits described in this paragraph are in lieu of, and not in addition to, any other severance arrangements stated herein.

Non-Competition and Non-Solicitation: In your capacity as an officer and employee of the Company, you covenant and agree that you will not at any time within the period of twenty four (24) months following the earlier of the expiration of this Agreement or any termination of your employment hereunder:

(a) either individually or in partnership or jointly or in conjunction with any person or persons as principal, agent, consultant, shareholder (except as a shareholder holding not more than five (5) percent of the outstanding shares from time to time from any class of shares of a publicly traded corporation) or in any other manner whatsoever carry on or be engaged in or concerned with or interested in, or advise, lend money to, guarantee the debts of or obligations of, or permit his name or any part thereof to be used or employed by or associated with, any person or persons engaged in or concerned with or interested in, any business the same or substantially similar to or competitive with the business the Company carried on during the course of your employment hereunder in the United States or Canada at the time of the termination of your employment hereunder;

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(b) either directly or indirectly, by any means or in any capacity, approach, solicit or contact in the course of being engaged in a business competitive with the Company any person solicited, serviced, or contacted by you on behalf of the Company during your employment; and

(c) either directly or indirectly, by any means or in any capacity, interfere with the employment arrangements between the Corporation or any of its employees and will not in any way solicit, recruit, assist others in recruiting or hiring, or discuss employment or similar arrangements with any employees of the Company.

If any covenant or provision herein is determined to be void or unenforceable in whole or in part, it shall not be deemed to affect or impair the validity of any other covenant or provision and paragraphs (a), (b) and (c) are each declared to be separate and distinct covenants. You hereby agree that all restrictions contained in this section are reasonable and valid and all defenses to the strict enforcement thereof by the Company are hereby waived. You further agree that the covenants in this section shall not terminate upon the termination of your employment hereunder and acknowledge that a violation of any of the provisions of this section will result in immediate and irreparable damage to the Company and agree that in the event of such violation, the Company, in addition to any other right of relief, shall be entitled to seek equitable relief by way of a temporary or permanent injunction and to such other relief that any court of competent jurisdiction may deem just and proper. If you are in breach of any such restrictions, the running of the period of such restrictions shall be stayed and shall recommence upon the date you cease to be in breach thereof, whether voluntarily or by injunction.

Termination of Employment by Employee: You may resign your employment with the Company upon providing at least twelve (12) weeks advance notice of your expected last day of work. The Company has the right to waive all or part of your resignation notice but will pay you for the entire 12-week period if it waives some or all of the notice. Other than paying you for the 12-week period, the Company will have no liability for termination or severance pay or payment in lieu therefore or damages whether at common law equity or otherwise.

Termination by Company:

1) Termination by Company without Cause. The Company may terminate your employment at any time without Cause, in which case the Company will, in full satisfaction of its obligations to you and subject to you signing and delivering to the Company a standard form release in favor of the Company and complying with your post-employment obligations as set out above:

(a) pay your outstanding base salary, prorated bonus based on the Company’s current financial results in accordance with measures outlined in the current year Short Term Incentive Plan plus outstanding vacation pay accrued until the date your employment ceases;

(b) reimburse the outstanding expenses properly incurred by you until the date your employment ceases;

(c) pay you severance benefits of twenty-four (24) months (“the Severance Period”), paid by way of salary continuance, that includes: (i) base salary as of the date of termination; (ii) incentive based on the average of the last two years of STI previously awarded to you, (iii) continuation of allowable medical and dental insurance benefits during the Severance Period; and (iv) the monetary equivalent of the amounts the Company previously paid for LTD, life insurance and auto allowance during the Severance Period.

(d) providing that you continue consulting for the Company upon the Company’s reasonable request during the Severance Period, the Company will allow your unvested options to continue vesting during the Severance Period. You will also have thirty (30) days after the end of the Severance Period in which to exercise vested options.

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Payments made under this termination provision encompass any entitlement you have to common law notice or pay in lieu and to termination and/or severance pay and benefits continuation under applicable legislation.

2) Termination by Company with Cause. The Company may terminate your employment at any time with Cause and without prior notice or any further obligations by the Company, and you will be ineligible for any common shares not yet granted. On the termination of your employment with Cause, the Company will, in full satisfaction of its obligations to you:

(a) pay your outstanding base salary, prorated bonus based on the Company’s current financial results in accordance with measures outlined in the current year Short Term Incentive Plan and vacation pay accrued until the date your employment ceases; and

(b) reimburse the outstanding expenses properly incurred by you until the date your employment ceases.

In this Agreement, "Cause" means cause for termination of employment as:

(a) Employee has materially breached the provisions of this Agreement in any respect,

(b) Employee has engaged in material misconduct, including material failure to perform Employee's duties as an officer or employee of the Company, or has provided information about Employee's qualifications, experience, character, or reputation that is false or misleading

(c) Employee has committed fraud, theft, misappropriation, breach of fiduciary duty or embezzlement in connection with the Company's business,

(d) Employee has been convicted or has pleaded guilty, no contest, or nolo contendere to any felony, or

(e) Employee's use of narcotics, liquor or illicit drugs that has a detrimental effect on the performance of his employment responsibilities, as determined by the Company.

3) Termination upon Death. In the event that you should die during the term of this Agreement, this Agreement automatically ceases without notice or any further obligations by the Company and the Company will, in full satisfaction of its obligations herein:

(a) pay any outstanding base salary, prorated bonus, prorated allowances and vacation pay accrued until the date of your death;

(b) reimburse the expenses properly incurred by you up to the date of your death; and

(c) provide any bonus and vested options and shares for the fiscal period immediately prior to your death, which have not been paid prior to your death; vested shares and options will need to be exercised within have thirty (30) days post death;

(d) provide family health benefits for eighteen (18) months following death.

4) Constructive Dismissal. If the Company makes a substantially material change in your title, duties, reporting relationship or remuneration, or materially breaches this Agreement without your express or implied consent, then you may resign and claim constructive dismissal. If you are constructively dismissed under this paragraph, then you will be entitled to the same severance benefits for the same Severance Period as if the Company terminated you without cause under this Agreement.

5) Consequences of Termination. The termination of your employment for any reason whatsoever shall also automatically terminate any director or officer positions you may then hold, and you agree to sign any documentation necessary to give effect to this paragraph 5.

6) Benefits on Termination. If on the termination of your employment, the Company is unable to continue its contributions to the benefit plans as set out in this Agreement because it is unable to do so under the terms of any benefit plan, it will pay you an amount equal to the Company's required contributions to such benefit plans on your behalf for such period required by this Agreement. You understand and agree, as provided for above, that the Company will terminate your LTD coverage and life insurance coverage on the date you are provided with termination notice and will pay you the monetary equivalent of its contribution for that coverage during any Severance Period.

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Practices & Policies: You agree to be bound by and comply with all Company practices and policies whether written or not, of which you are aware, or of which you ought to be aware. All such practices and policies form part of this contract of employment. The Company reserves the right to change any practice or policy at any time, including any benefit plan or program, at our sole discretion. The Company, however, will only make such changes after providing ninety (90) days of advance written notice (unless the change(s) are not material, or are permitted to be made without advance notice under applicable law), after which you will be expected to comply with the change. You understand and agree that any such changes shall not constitute a constructive dismissal of your employment under this Agreement or under governing law.

Miscellaneous

This Agreement supersedes and replaces all prior employment agreements with the Company except as specifically referenced herein.

Sincerely,

/s/ Alan Murray

Alan Murray
Board Chair, SunOpta, Inc.

I have read, understand and accept the terms and conditions set out in this letter.

Signature	Date
/s/ Hendrik Jacobs	July 6, 2015
Hendrik Jacobs

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EX-10.2

July 6, 2015

PRIVATE AND CONFIDENTIAL WITHOUT PREJUDICE

Mr. Steven Bromley
[Address omitted]

Dear Steve:

Further to our discussions, this will confirm our agreement that your employment with SunOpta Inc. (“SunOpta” or the “Company”) will cease on December 31, 2015 (the “Effective Departure Date”).

To assist with the CEO succession plan we have collectively decided to engage in this discussion at this point to ensure a smooth transition of the CEO position and we are pleased that these discussions have resulted in a mutually acceptable agreement with respect to all matters relative to your employment and the cessation of your employment.

This letter will serve to memorialize the entirety of the terms of that agreement.

BETWEEN TODAY AND THE EFFECTIVE DEPARTURE DATE

During this period of transition your continued support and cooperation is important to ensuring the orderly and efficient transfer of affairs. We expect that you will continue to perform the duties of your position in the same professional manner that you always have through the effective date of the transition of the CEO role (the “Transition Date”). Effective immediately upon the Transition Date, your title and role will change to “Vice Chair”, reporting to myself and you will perform the agreed upon duties of this position in the same professional manner that you always have through the Effective Departure Date and not leave our employment, for any reason, prior to the Effective Departure Date. Such duties of this role will include, but are not limited to: (a) actively assisting and leading to conclusion, as needed, current corporate development projects identified by the Company; (b) introducing the new CEO to the top 20+ investors through in-person meetings as requested by the Company; (c) participating in on-site communication activities with Company employees and the new CEO in order to facilitate a seamless transition; (d) assisting with any other duties as requested by the Company; and (e) advising the CEO as needed. That being said, should you leave the Company’s employment prior to the Effective Departure Date, then paragraph 9 of this letter will apply.

In return, the Company will maintain your salary and benefits, less applicable deductions and withholdings, until the Effective Departure Date subject, of course, to your continuing to be actively employed through the entirety of the period between the date of this letter and the Effective Departure Date.

Upon the earlier of your actual last day of active employment with the Company or the Effective Departure Date, you agree to immediately submit your resignation as a director on the board of SunOpta Inc.

CONTRACTUAL ENTITLEMENTS

As you know, you and the Company are parties to an employment agreement effective February 1, 2007 (the “Employment Agreement”). The Employment Agreement was supplemented by two (2) documents:

• Minutes of the Compensation Committee dated January 11, 2008; and

• A letter to you from Jeremy Kendall and Alan Murray dated May 7, 2012.

TERMS OF OUR AGREEMENT

The following confirms the entirety of the agreement between you and the Company relative to, without limitation, your employment and the cessation of your employment with the Company whether contractual, statutory, at common law or otherwise:

1. Accrued Base Salary and Vacation Pay

The Company will pay to you any accrued base salary and vacation pay as reflected on the Company’s records owing to you up to and including the Effective Departure Date.

2. Accrued Bonus

You will receive a payment, less applicable deductions and withholdings required by law, representing a bonus for the 2015 fiscal year based on the Company’s year-end financial results in accordance with the 2015 Short Term Incentive Plan. Such bonus payment, if any, will be paid out in accordance with the normally scheduled payout date for all eligible Company employees under the plan.

3. Expenses

The Company will provide you with a payment for any outstanding business expenses incurred up to and including your Effective Departure Date in accordance with Company policy. Please submit all claims no later than two weeks from your Effective Departure Date so that these can be reviewed.

4. Separation Payment

The Company will pay you a monthly amount of $43,025.51 (CAD), less applicable deductions and withholdings required by law, by direct deposit commencing on January 8, 2016 and ending thirty- six (36) months from January 1, 2016 (the “Separation Payment Period”). Separation payments will be made to you on a bi-weekly basis in accordance with the Company’s regular payroll cycle as it exists from time to time and, once completed, will provide you with the equivalent of 24 months of base salary, bonus and certain benefits and perquisites for a total amount of $1,548,918.52 (CAD) (the “Separation Payment”) spread out over 36 months.

Attached as Schedule 1 is information indicating the manner in which the Separation Payment set out above was calculated.

5. Acceleration of Separation Payment

At any time after the Effective Departure Date you may request, in writing, that the Company pay to you the unpaid balance of the Separation Payment described in paragraph 4 above as a lump-sum. Company may also elect, in writing, at any time to pay you any unpaid balance of the Separation Payment as described at paragraph 4 above as a lump-sum. Should the Company elect to pay you the unpaid balance of the Separation Payment as a lump-sum, it is agreed that this election will not affect the continued vesting of stock options and performance share units which will continue in accordance with paragraph 7 below. On the other hand, if you elect to require the Company to pay any unpaid balance of the Separation Payment as a lump-sum then continued vesting of stock options and performance share units will cease on the Full Separation Payment Date as stated in paragraph 7.

6. Employee Benefits

(a)     After the Effective Departure Date, only your health care and dental care benefits will continue, subject to, as permitted by and in accordance with the terms and conditions of the applicable insurance plans and policies, as they may exist from time to time, until the earlier of 24 months after the Effective Departure Date or the date on which you secure alternative employment or become self-employed at which time all benefits will cease.

(b)     It is your responsibility to inform the Company when you secure alternative employment or become self-employed and it is an express condition of this offer that you do so.

(c)     All of your other group benefits not specifically mentioned in paragraphs 6(a) as continuing after the Effective Departure Date, including, without limitation, all disability coverage of any kind or nature whatsoever along with those benefits listed on Schedule 1 will cease on the Effective Departure Date.

(d)     You have 30 days after certain of the group insurance benefits end to convert, at your own expense, your group insurance benefits to an individual policy. You will be provided with the information for the insurance provider. It is your responsibility to explore this and the Company will take no further steps in this regard and will not be responsible or liable for any losses caused by your failure to take advantage of any conversion rights.

7. Stock Options and Performance Shares

You have been granted the following Stock Options and Performance Share Units that currently remain outstanding as of the date of this letter:

Grant Date	Grant Price	Number of Options	Exercisable/Vested	Non-Vested
May 12, 2010	$4.45	60,000	60,000	0
January 3, 2011	$7.72	200,00	160,000	40,000
May 8, 2012	$5.73	150,000	90,000	60,000
May 7, 2013	$7.36	100,000	40,000	60,000
May 13, 2014	$11.30	32,217	6,443	25,774
*May 13, 2014	$0.00	19,330	0	19,330

*May 12, 2015	$0.00	20,049	0	20,049
May 12, 2015	$10.08	36,916	0	36,916
Total		618,512	356,443	262,069 (includes 39,379 PSU’s)

*Performance Share Units (PSU’s)

We will allow you to continue to participate in the Stock Option Plan until the date upon which the Separation Payment has been made in full (“Full Separation Payment Date”). As such, options will continue to vest, subject to and in accordance with the terms of the Stock Option Plan, until the Full Separation Payment Date. If you fail to exercise your options on or before the Full Separation Payment Date, they will expire and cease to be of any further force or effect as of that date. Any outstanding performance share units will continue to vest until the Full Separation Payment Date and will be calculated in accordance with the applicable 2014 and 2015 Long Term Incentive Plans. Any acceleration of the Separation Payment at your request, except in the event of a Change of Control, or acceleration by the company, will result in the expiration of the vesting period upon the Full Separation Payment Date. In the event of a Change of Control, any unvested stock options will immediately vest upon the effective date of the Change of Control. For clarification purposes, any acceleration of the Separation Payment at the Company’s option will not cause the vesting period to expire.

In consideration of the Company agreeing to extend the vesting period for your options and to accelerate vesting of your options in the event of a Change of Control, you hereby agree to the following: (a) to advise the Company's Compliance Officer in advance of trading in securities of the Company and to obtain prior consent of the Company in respect of any proposed trades of the Company's securities in accordance with the Company's insider trading policy; and (b) to provide to the Company such consulting services as the Company may from time to time reasonably require during the vesting period. You will perform any requested consulting services in the same professional manner as you did during your employment.

8. Employee Stock Purchase Plan (“ESPP”)

Your participation in the ESPP will end on your Effective Departure Date. Any contributions made to your ESPP account that were not used to purchase stock will be promptly returned to you after your Effective Departure Date.

9. Early Departure

Notwithstanding the above and any other provision of this letter, in the event you end your employment with the Company, for any reason, prior to the Effective Departure Date, and such early departure is not mutually agreed upon between you and the Company, then the Separation Payment Period will be revised to twenty-four (24) months, with bi-weekly payment amounts adjusted accordingly to account for this change, and will begin as of your actual last day of active employment with the Company as will your health care and dental benefits continuation in accordance with paragraph 6 above. You will, of course, by your early departure be foregoing any salary or other payments or entitlements between your actual last day of active employment and the Effective Departure Date. In addition, the vesting period for any of your options as set out at paragraph 7 above will be revised to twenty-four (24) months from your actual last day of active employment with the Company.

10. Permanent Disability or Death

If you are permanently disabled or die at any time prior to the Full Separation Payment Date, then Company shall, upon receipt of written notification of such event, pay any remaining Separation Payment in a lump sum to you or your estate, as the case may be, to the extent permitted by law and upon receipt of such documents and other information as might reasonably be requested by SunOpta to permit it to consider the matter and effect such payment. In accordance with paragraph 7, any continued vesting of stock options and performance share units will cease on the Full Separation Payment Date.

11. Confidentiality, Fiduciary Obligations, Non-Competition and Non-Solicitation

You agree, as a condition of this settlement, that you will not use or disclose any confidential information which you learned or that came into your possession during the course of your employment with the Company, including information as to the terms of this letter (except that you may discuss the terms of this letter with members of your immediate family and with your legal and financial advisors provided that they agree to keep this confidential). Among other things, and without limitation, you will not use or disclose, without the consent of the Company, any trade secrets, confidential or proprietary information of or concerning the Company, its owners, affiliates, clients or suppliers.

Furthermore, as a fiduciary, we expect that you will abide strictly with all of your continuing obligations. Among others, you are prohibited from directly soliciting the Company’s customers, from soliciting employees to leave their employment with the Company to join in a competing business and from usurping a maturing business opportunity of the Company of which you were aware while employed for your own benefit or that of a third party.

In addition, we wish to remind you of your contractual obligations that survive the cessation of your employment as set out in the Employment Agreement, specifically the Non-Competition and Non-Solicitation provision that will be in effect for a period of two (2) years from your Effective Departure Date or such earlier date that you cease employment with the Company, for any reason, prior to the Effective Departure Date.

The expectation of the Company is that you will abide by and fully comply with any and all common law, statutory, contractual and/or fiduciary obligations that survive the cessation of your employment with the Company.

12. Return of Company Property

Upon your Effective Departure Date, or such earlier date as the Company may determine, you will return all property and information belonging to the Company and any of its clients including all correspondence, documents, precedents, memoranda and other records together with all login codes and passwords necessary to allow the Company to access its information and property, including login codes and passwords for, among others, voicemail, email, computer and VPN. After such return, you will delete all such information from personally-owned computers and other storage media and from personally-controlled web-based accounts in a manner that renders such information irretrievable. Please confirm that you have complied with this paragraph.

13. Internal and External Announcement

We will announce internally and externally through a press release on or about July7, 2015 that you will be leaving the Company on the Effective Departure Date. We are prepared to work with you on the internal and external announcement and will provide you with a draft. We are very much aware of your contribution to the business of the Company, and the respect with which you are held by the staff and customers. We want to ensure that this is messaged in an appropriate way and, again, we are willing to provide you with some input into this before we make the announcement.

14. Release

In return for the above, and as provided in the Employment Agreement, you will sign the standard form release attached as Schedule 2.

15. Entire Agreement

This letter and the attached Schedules contain the entire agreement between you and the Company in regard to your employment and the termination thereof. There are no other agreements, understandings or arrangements, whether oral or written, relative to the aforementioned matters other than those set out in this letter and the attached Schedules which supersede and replace any such agreements, understandings or arrangements. Any prior agreements, understandings or arrangements are, therefore, void, unenforceable and of no force or effect. The headings in this letter are provided for reference only and shall not affect the substance of this letter.

16. Governing Law

This letter shall be interpreted under the laws of the province of Ontario and the federal laws of Canada applicable therein.

Please sign this letter below and the attached release to signify your agreement to the above. Of course, if you have any questions, or need to discuss this, please let me know.

Yours very truly,

SUNOPTA INC.

/s/ Alan Murray
Alan Murray
Chair, SunOpta Inc.

(Employee Signature Page to Follow)

I have had ample opportunity to review the terms of this letter and the attachments with legal counsel. If I did not do so, it was because I understood the terms of this letter and the attachments and did not feel that I needed legal advice. I acknowledge that, by my signature, I am acknowledging and accepting that the terms of this letter and the attached Schedules accurately and completely set out the entirety of the terms of my agreement and settlement with the Company relative to, without, limitation, my employment and the cessation of my employment with the Company and that I am doing so freely, voluntarily and without duress.

/s/ Steven Bromley	July 6, 2015
STEVEN BROMLEY	DATE
/s/ Michelle Coleman	July 6, 2015
WITNESS	DATE

Calculation of Separation Payment

24 months of base salary	$1,140,000.00
Bonus	$317,418.76
Payment of 24 months of the followingbenefits:
Life Insurance ($750,000)	$127.44/mo.
Dependent Life	$2.30/mo.
Employee AD&D ($750,000)	$19.44/mo.
Add’l LTD coverage-Great West Life ($2,000)	$90.81/mo.
Add’l Life Insurance	$4,805.00/yr.
Critical illness insurance	$2,600.00/yr.
RRSP Company contribution	$12,465.00/yr.
Annual car allowance & expenses	$20,000.00/yr.
Club membership	$3,000.00/yr.
Total Separation Payment	$1,548,918.52 (CAD)

Schedule 2
FINAL RELEASE AND INDEMNITY

IN CONSIDERATION of the terms and conditions of a settlement as evidenced in a letter dated July 6, 2015 from SunOpta Inc. to Steven Bromley, to which this Final Release and Indemnity is attached as Schedule “A”, and other good and valuable consideration the receipt and sufficiency whereof is hereby acknowledged, I, Steven Bromley, on behalf of myself, my heirs, successors and assigns (hereinafter collectively referred to as the “Releasor”) hereby release and forever discharge SunOpta Inc. along with all parents, subsidiaries, affiliates and associated companies, and together with all respective past, present and future officers, directors, employees, servants and agents and their successors and assigns (hereinafter collectively referred to as the “Releasee”) jointly and severally from any and all actions, causes of action, contracts, covenants, whether express or implied, claims, demands for damages, including disability, life or other insurance claims, indemnity, benefits, bonus, short term incentive, commission, stock and stock options, compensation, costs, interest, loss or injury of every nature and kind whatsoever and howsoever arising, whether statutory or otherwise, which I may heretofore have had, may now have, or may hereinafter have, in any way relating to the hiring of, the employment by and the cessation of the employment of the Releasor by the Releasee. Notwithstanding the foregoing, nothing herein releases the Releasee from any obligations under any written indemnification agreement, by-law or insurance policy with respect to indemnification in any fashion of the Releasor from any third party claims or any defense costs or professional fees associated therewith.

AND FOR THE SAID CONSIDERATION it is further agreed that the Releasor shall not make any claims (including any cross-claims, counter-claims, third party claims, actions or applications) or take any proceedings against any person or corporation who might claim contribution or indemnity against the Releasee.

AND FOR THE SAID CONSIDERATION I further covenant and agree to save harmless and indemnify the Releasee from and against all claims, charges, taxes, penalties or demands which may be made by the Minister of National Revenue requiring the Releasee to pay income tax, charges, taxes, or penalties under the Income Tax Act (Canada) in respect of income tax payable by me in excess of income tax previously withheld; and in respect of any and all claims, charges, taxes or penalties and demands which may be made on behalf of or related to the Employment Insurance Commission and the Canada Pension Commission under the applicable statutes and regulations with respect to any amounts which may in the future be found to be payable by the Releasee in respect of the Releasor.

AND FOR THE SAID CONSIDERATION I covenant, undertake and confirm that I have not filed or commenced and will not file or commence any complaint for payment in lieu of notice of termination, severance pay, wages, salary, benefits, pension plan contributions, overtime pay, vacation pay and holiday pay or make any other claim, complaint or application against the Releasee pursuant to the Ontario Employment Standards Act, 2000.

I FURTHER ACKNOWLEDGE that I have received all payments and amounts owing to me under the Employment Standards Act, 2000 and that the payments made to me herein are in full and final satisfaction of any further entitlements I may have pursuant to the Employment Standards Act, 2000.

I FURTHER ACKNOWLEDGE AND AGREE that I have no claim of any nature or kind to any entitlement whatsoever arising under or from any group health or welfare insurance policy maintained by the Company for the benefit of its employees including, without limitation, disability or life insurance plans. The Releasor agrees that they have been advised of all conversion privileges that exist under the terms of the Company’s benefit plans.

I HEREBY ACKNOWLEDGE that I have discussed or otherwise canvassed and considered any and all possible human rights complaints, concerns or issues arising out of or in respect of my hiring, employment and the cessation of my employment with the Releasee.

I AGREE that this agreement constitutes a full and final settlement of any existing, contemplated, or possible complaint or complaints against the Releasee under the Human Rights Code up to the date of this agreement, arising out of or in respect to my hiring, employment and the cessation of my employment with the Releasee.

IT IS UNDERSTOOD AND AGREED that the beforementioned consideration is deemed to be no admission of liability on the part of the said Releasee.

IT IS HEREBY FURTHER COVENANTED AND AGREED that I will not disclose the terms or the nature of the settlement evidenced by the within Final Release, save and except for my spouse, my legal and financial advisors, and as may be required by law.

I HEREBY CONFIRM that I have been afforded an opportunity to independently review and read and obtain independent advice with respect to the details of this Final Release and Indemnity and the settlement relating thereto, and confirm that I am executing this Final Release and Indemnity freely, voluntarily and without duress.

IN WITNESS WHEREOF I have hereunto executed this Release by affixing my hand and seal this day of July 6, 2015, in the presence of the witness whose signature is subscribed below.

SIGNED, SEALED AND DELIVERED	)
in the presence of	)
	)
	)
/s/ Michelle Coleman	)	/s/ Steven Bromley
Witness Signature	)	Steven Bromley
	)