PERFORMANCE SHARE UNIT AWARD AGREEMENT 

This Performance Share Unit Award Agreement (the "Agreement") is entered into as of January 2, 2024 between SunOpta Inc., a Canadian corporation (the "Company"), and Brian W. Kocher (the "Recipient").

On January 2, 2024 (the "Award Date") the Company's Board of Directors or the Compensation Committee of the Board of Directors (the "Board") authorized the grant of performance share units to Recipient pursuant to the terms of this Agreement. Recipient desires to accept the award subject to the terms and conditions of this Agreement. This award is not, and shall not be deemed to be, granted under or subject to the terms of the Company's Amended 2013 Stock Incentive Plan or any other plan. This award is granted pursuant to the terms of the Executive Employment Agreement dated December 1, 2023 between the Company and Recipient (the "Employment Agreement") and in the event of any inconsistency between this Agreement and the Employment Agreement as to timing of vesting or any other provision, the terms of the Employment Agreement shall control and apply.

NOW, THEREFORE, the parties agree as follows:

1. Award.  The Company grants to Recipient 577,616 performance share units ("PSUs"), which represents 200% of Recipient's target amount of PSUs, with respect to the Company's common shares ("Common Shares").  Subject to the terms and conditions of this Agreement, the Company shall issue to Recipient the number of Common Shares of the Company corresponding to the number of PSUs determined under this Agreement based on (a) the performance of the Company as described in Section 2 and (b) Recipient's continued employment through the vesting date pursuant to Section 3.

2. Performance Conditions. The vesting of the PSUs, if vesting occurs at all, is dependent on the Company's total shareholder return (the "TSR") performance relative to the Russell 3000 Food and Beverage companies designated for comparison by the Board, as noted in the table below (the "Hurdles") during the three-year period commencing on January 1, 2024 and continuing through December 31, 2026 (the "Performance Period"), subject to the Recipient's continued employment until April 15, 2027 (the "Vesting Date").

A percentage of the PSUs shall vest upon achievement of the applicable Hurdle in accordance with the table below. Achievement of the Hurdle shall be determined by calculating the TSR for the Company and each of the companies in the Russell 3000 Food and Beverage designated index using a 20-trading day average closing price as of December 31, 2026. The following parameters shall apply to the calculation: dividends and cash equivalent distributions for a company shall be considered reinvested; any company that ceases trading during the Performance Period shall be excluded from the beginning and ending calculation (e.g. acquired companies and financial distressed companies).

If none of the Hurdles are met, none of the PSUs will vest.  If the 25th percentile Hurdle is met, only 25% of the PSUs will vest.  If the 50th percentile Hurdle is met, 100% of the PSUs will vest.  If the 90th percentile or above Hurdle is met, 200% of the PSUs will vest. Performance shall be interpolated between the Hurdles (i.e. between 25th and 50th percentile, 50th and 75th percentile, and 75th and 90th percentile). 

In the event the Company is acquired during the Performance Period and the Company's Common Shares cease to be publicly traded as a result of such acquisition, relative TSR for purposes of determining achievement of the Hurdle will be calculated for the Company and the comparison companies as of the date the Company's Common Shares cease to be publicly traded, based on the 20-trading day average closing price prior to the last trading date rather than December 31, 2026.

All vested PSUs shall be settled by the Company as soon as reasonably practicable following the Vesting Date, subject to continued employment through the Vesting Date pursuant to Section 3 (except as provided in Section 3.2 or 3.3), and all unvested PSUs shall be forfeited and cancelled.

3. Employment Condition.

3.1 Payout.  In order to receive a payout of shares under this Agreement, Recipient must be employed by the Company continuously from the Award Date through the Vesting Date, except as provided in Sections 3.2 or 3.3 below. For purposes of this Agreement, Recipient is considered to be employed by the Company if Recipient is employed by the Company or any parent or subsidiary of the Company (an "Employer").

3.2 Total Disability.  If Recipient's employment with the Company is terminated at any time prior to the Vesting Date because of Total Disability (as defined in the Employment Agreement), any PSUs that are vested as of the Termination Date (as defined in the Employment Agreement), shall be settled in accordance with the terms of this Agreement.

3.3 Death.  If Recipient's employment with the Company is terminated at any time prior to the Vesting Date because of death, any PSUs that are vested as of the Termination Date (as defined in the Employment Agreement), shall be settled in accordance with the terms of this Agreement.

3.4 Change in Control.  If a Change in Control (as defined in the Employment Agreement) occurs and Recipient's employment with the Company is terminated by the Company (or its successor) without Cause or by Recipient with Good Reason at any time within 12 months following the Change in Control and prior to the end of the Performance Period, a number of unvested PSUs as to which the applicable Hurdle has been satisfied as of the date of Change in Control multiplied by a fraction, the numerator of which is the number of days during the Performance Period Recipient is employed by the Company and the denominator is the total number of days in the Performance Period shall immediately vest as of the date of employment termination and any such PSUs that vest in accordance with this Section 3.4 shall be settled in accordance with the terms of this Agreement, provided that Recipient executes and delivers a release of claims in accordance with this Section 3.4.  Recipient shall not be entitled to receive any shares with respect to any PSUs as to which the applicable Hurdle performance requirements have not been satisfied as of the Change in Control. 

3.5 Other Terminations.  If Recipient's employment by the Company is terminated at any time before the Vesting Date and none of Sections 3.2, 3.3 or 3.4 applies to such termination, Recipient shall not be entitled to receive any shares under this Agreement.

4. Payment.  As soon as practicable following the Vesting Date, the Board shall determine the number, if any, of Common Shares, issuable pursuant to this Agreement.  Subject to applicable tax withholding, such shares shall be issued to Recipient as soon as practicable following the Vesting Date. No fractional shares shall be issued and the number of shares deliverable shall be rounded down to the nearest whole share, and any remaining fractional shares shall be paid in cash. Notwithstanding anything hereinabove to the contrary, if Section 3.5 requires an earlier award payout, a similar process shall be followed in accordance with the timing identified therein. 

5. Tax Withholding. 

 5.1 If Recipient is a U.S. or Canadian taxpayer, Recipient acknowledges that on the date that shares underlying the PSUs are issued to Recipient, the fair market value of the Common Shares will be treated as ordinary compensation income for federal and state and provincial income tax purposes and employment tax purposes (including FICA in the U.S. and EI and CPP in Canada), and that the Company will be required to withhold taxes on these income amounts pursuant to Section 5.2 below.  The Company will inform employees in other countries of the tax treatment of the PSUs and withholding requirements.

 5.2 Prior to any relevant taxable or tax withholding event, as applicable, Recipient agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all federal, state and other tax withholding obligations. In this regard, Recipient authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy applicable withholding obligations by one or a combination of the following:

(a) withholding from Recipient's other cash compensation paid by the Company and/or the Employer; or

(b) withholding from proceeds of the sale of Common Shares acquired upon vesting/settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company on Recipient's behalf pursuant to this authorization; or

(c) withholding in Common Shares to be issued upon vesting/settlement of the PSUs or, if the PSUs are settled in whole or part in cash, withholding the cash to be paid in settlement.

5.3 If the withholding obligation is satisfied by withholding in Common Shares, for tax purposes, Recipient is deemed to have been issued the full number of Common Shares subject to the vested PSUs, notwithstanding that a number of the Common Shares are held back solely for the purpose of paying the withholding.

5.4 Recipient agrees to pay to the Company or the Employer any amount the Company or the Employer may be required to withhold or account for as a result of this award that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares if Recipient fails to comply with these obligations.

6. Stock Splits, Stock Dividend; Mergers, Etc. 

6.1 If the outstanding Common Shares of the Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any stock split, combination of shares, dividend payable in shares, recapitalization or reclassification, appropriate adjustment shall be made by the Company in the number and kind of shares subject to the PSUs, so that Recipient's proportionate interest before and after the occurrence of the event is maintained, relative to other shareholders of the Common Shares.  Notwithstanding the foregoing, the Company shall have no obligation to effect any adjustment that would or might result in the issuance of fractional shares, and any fractional shares resulting from any adjustment may be disregarded or provided for in any manner determined by the Company.  Any such adjustments made by the Company shall be conclusive.  For the avoidance of doubt, this provision is intended to put the Recipient in the same position with respect to each PSU as if Recipient owned a share of common stock immediately prior to such event.

6.2  Mergers, Reorganizations, Etc. If, while any unvested PSUs are outstanding, there shall occur a merger, consolidation, amalgamation or plan of exchange, in each case involving the Company pursuant to which outstanding Common Shares are converted into cash or other stock, securities or property (each, a "Transaction"), (i) all outstanding PSUs as to which the applicable Hurdle performance requirement set forth in Section 2 has not been satisfied as of the closing of the Transaction shall be forfeited and cancelled and (ii) the Board of Directors, may, in its sole discretion, provide that the remaining PSUs shall be treated in accordance with any of the following alternatives:

(a) The remaining PSUs shall be converted into performance share units to acquire stock of the surviving or acquiring corporation in the Transaction (unless otherwise accelerated as determined by the Board of Directors in its sole discretion) and shall be subject to continued employment of Recipient by the Company or any acquiring or surviving company through such vesting date, with the amount and type of shares subject thereto to be conclusively determined by the Board of Directors, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be held by holders of common shares of the Company following the Transaction, and disregarding fractional shares, and the performance measures adjusted to reflect the circumstances of the Company or any acquiring or surviving corporation as conclusively determined by the Board of Directors;

(b) The remaining PSUs shall be cancelled effective immediately prior to the consummation of the Transaction, and, in full consideration of the cancellation, the surviving company shall pay to Recipient upon the completion of the Performance Period, with payment subject to continued employment of Recipient by the Company or any acquiring or surviving company through such date, an amount in cash, for each remaining PSU, equal to the value, as determined by the Board of Directors, of the Common Shares subject to the unvested PSUs at the time of closing of the Transaction, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be held by holders of Common Shares of the Company following the Transaction or other consideration paid in the Transaction to holders of Common Shares of the Company; or (c) The remaining PSUs shall become vested in full and all unissued shares subject to the PSUs shall be issued immediately prior to the consummation of the Transaction.

  7. Section 409A.  The award granted pursuant to this Agreement is intended to be compliant with Section 409A of the Internal Revenue Code ("Section 409A") and shall be interpreted consistent with such intent.  The Company may amend this Agreement, adopt policies or procedures or take other actions, including with retroactive effect, that the Company determines are necessary or appropriate to exempt the award from the application of Section 409A or to comply with the requirements of Section 409A.  Notwithstanding the foregoing, the Company makes no representation or warranty to Recipient with regard to the application of Section 409A to any amounts payable pursuant to this Agreement and shall in no event be obligated to mitigate or indemnify for any taxes otherwise imposed on Recipient as a result of application of Section 409A.   

8. No Right to Employment.  Nothing contained in this Agreement shall confer upon Recipient any right to be employed by the Company or to interfere in any way with the right of the Company to terminate Recipient's employment at any time for any reason, with or without cause.  For the avoidance of doubt, this provision is intended to put the Recipient in the same position with respect to each PSU as if Recipient owned a share of common stock immediately prior to such event.

9. Clawback.  This award and any stock issued pursuant to this award are subject to recovery under the Company's clawback policy or any law, government regulation or stock exchange listing requirement and will be subject to such deductions and clawback made pursuant to such policy, law, government regulation, or stock exchange listing requirement, all as determined by the Board of Directors or the Compensation Committee.  The Company's current clawback policy is subject to revision by the Board or Compensation Committee at any time and from time to time.

10. Miscellaneous.

10.1 Entire Agreement; Amendment.  This Agreement constitutes the entire agreements of the parties with regard to the subjects hereof and may be amended only by written agreement between the Company and Recipient.

10.2 Notices.  Any notice required or permitted under this Agreement shall be in writing and shall be deemed sufficient when delivered personally to the party to whom it is addressed or when deposited into the United States or Canadian mail as registered or certified mail, return receipt requested, postage prepaid, addressed to the Company, Attention: General Counsel, at its principal executive offices or to Recipient at the address of Recipient in the Company's records, or at such other address as such party may designate by ten (10) days' advance written notice to the other party.

10.3 Assignment; Rights and Benefits.  Recipient shall not assign this Agreement or any rights hereunder to any other party or parties without the prior written consent of the Company. The rights and benefits of this Agreement shall inure to the benefit of and be enforceable by the Company's successors and assigns and, subject to the foregoing restriction on assignment, be binding upon Recipient's heirs, executors, administrators, successors and assigns.

10.4 Further Action.  The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

10.5 Administrative Error.  In the event it is determined that an administrative error was made in the number of PSUs awarded to the Recipient, the Company shall have the right to revise the award previously issued to the Recipient to the correct amount.

10.6 Applicable Law.  The terms and conditions of this Agreement will be interpreted under the laws of Minnesota, exclusive of choice of law rules.  In the event either party institutes litigation hereunder, the prevailing party shall be entitled to reasonable attorneys' fees to be set by the trial court and, upon any appeal, the appellate court. 

10.7 Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original.

STOCK OPTION AWARD AGREEMENT

This Stock Option Award Agreement (this "Agreement") is entered into as of January 2, 2024 (the "Award Date") by and between SunOpta Inc., a Canadian corporation (the "Company"), and Brian W. Kocher (the "Optionee").

The Company and the Optionee agree as follows:

1. Grant.  The Company hereby grants to the Optionee an option to purchase 230,804 common shares of the Company on the terms and conditions as set forth herein (the "Options").  The Options will not be treated as Incentive Stock Options as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and are therefore Non-Statutory Stock Options.  The Options are not, and shall not be deemed to be, granted under or subject to the Company's Amended 2013 Stock Incentive Plan or any other plan. The Options are granted pursuant to the terms of the Executive Employment Agreement dated December 1, 2023 between the Company and the Optionee (the "Employment Agreement") and in the event of any inconsistency between this Agreement and the Employment Agreement as to timing of vesting or any other provision, the terms of the Employment Agreement shall control and apply.

2. Exercise Price.  The exercise price of the Option is $5.54 per share (the "Exercise Price").

3. Vesting.  The Options will vest one-third on each anniversary of Optionee's first day of employment, subject to the Optionee's continued employment through each vesting date, except as otherwise provided in Section 6 or the Employment Agreement.

4. Time of Exercise of Option.  Except as provided in Section 6, the Option may not be exercised prior to the vesting date set forth in Section 2.  Following such date and until it expires or is terminated as provided in Sections 6 or 11, this Option may be exercised from time to time to purchase whole shares. 

5. Expiration Date.  The Options shall expire on January 2, 2034 unless earlier terminated pursuant to the provisions hereof (the "Expiration Date"). 

6. Termination of Employment.

6.1 General Rule.  Except as provided in this Section 6 or the Employment Agreement, the Options may not be exercised unless at the time of exercise the Optionee is employed by the Company and shall have been so employed continuously from the Award Date through the end of the vesting period.  For purposes of this Agreement, the Optionee is considered to be employed by the Company if the Optionee is employed by the Company or any parent or subsidiary of the Company (an "Employer").

6.2 Termination Generally.  If the Optionee's employment by the Company terminates for any reason other than as provided in Sections 6.3 or 6.4 below, the Options may be exercised at any time before the Expiration Date or the expiration of 90 days after the date of termination, whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the Option at the date of termination, and all unvested Options shall be forfeited and canceled.

6.3 Total Disability.  If the Optionee's employment with the Company is terminated at any time because of Total Disability (as defined in the Employment Agreement), any unvested Options shall immediately vest as of the date of termination and the Options may be exercised at any time before the Expiration Date or the expiration of 12 months after the date of termination, whichever is the shorter period. 

6.4 Death.  If the Optionee's employment with the Company is terminated at any time because of death, any unvested Options shall immediately vest as of the date of termination and the Options may be exercised at any time before the Expiration Date or the expiration of 12 months after the date of termination, whichever is the shorter period, and only by the Optionee's personal representative or the person or persons to whom the Optionee's rights under the Options shall pass by the Optionee's will or by the laws of descent and distribution of the state or country of domicile at the time of death.

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

7. Leave of Absence.  Absence on leave approved by the Employer or on account of illness or disability shall not be deemed a termination or interruption of employment.  Vesting of the Options shall continue during a medical, family or military leave of absence, whether paid or unpaid, and vesting of the Options shall be suspended during any other unpaid leave of absence.

8. Method of Exercise of Option; Tax Withholding.  The Options may be exercised by notice from the Optionee to the Company through the Company's third-party administrator, which is currently Solium Shareworks, of the Optionee's binding commitment to purchase shares, specifying the number of shares the Optionee desires to purchase under the Options, which may not be more than 30 days after delivery of the notice, and, if required to comply with the Securities Act of 1933, containing a representation that it is the Optionee's intention to acquire the shares for investment and not with a view to distribution. On or before the date specified for completion of the purchase, the Optionee must pay the Company the full purchase price of those shares in cash or by certified check, or in whole or in part in common shares of the Company valued at fair market value. The fair market value of common shares provided in payment of the purchase price shall be the closing price of the common shares last reported on Nasdaq before the time payment in common shares are made or, if earlier, committed to be made, if the Common Stock is publicly traded, or another value of the common shares as specified by the Company.  No shares shall be issued until full payment for the shares has been made, including all amounts owed for tax withholding.  The Optionee shall, immediately upon notification of the amount due, if any, pay to the Company in cash or by certified check amounts necessary to satisfy any applicable federal, state and local tax withholding requirements.  If additional withholding is or becomes required beyond any amount deposited before delivery of the electronic transfer of the shares, the Optionee shall pay such amount to the Company, in cash or by certified check, on demand.  If the Optionee fails to pay the amount demanded, the Company or the Employer may withhold that amount from other amounts payable to the Optionee, including salary, subject to applicable law. 

9. Nontransferability.  Except as provided in this Section 9 the Options are nonassignable and nontransferable by the Optionee, either voluntarily or by operation of law, and during the Optionee's lifetime, the Options are exercisable only by the Optionee.  The Options may be transferred by will or by the laws of descent and distribution of the state or country of the Optionee's domicile at the time of death.

10. Stock Splits, Stock Dividends.  If the outstanding common shares of the Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any stock split, combination of shares, dividend payable in shares, recapitalization or reclassification, appropriate adjustment shall be made by the Company in (i) the number and kind of shares subject to the Options, or the unexercised portion thereof, and (ii) the Exercise Price per share, so that the Optionee's proportionate interest before and after the occurrence of the event is maintained.  Notwithstanding the foregoing, the Company shall have no obligation to effect any adjustment that would or might result in the issuance of fractional shares, and any fractional shares resulting from any adjustment may be disregarded or provided for in any manner determined by the Company.  Any such adjustments made by the Company shall be conclusive. For the avoidance of doubt, this provision is intended to put the Optionee in the same position with respect to each Option as immediately prior to such event.

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

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

(ii) The remaining Options shall be cancelled effective immediately prior to the consummation of the Transaction, and, in full consideration of the cancellation, the Company or any acquiring or surviving company shall pay to the Optionee upon the vesting date (unless otherwise accelerated by the terms of the Employment Agreement or as determined by the Board of Directors in its sole discretion), subject to continued employment of the Optionee by the Company or any acquiring or surviving company through such date, an amount in cash, for each share subject to the Options, equal to the excess of (A) the value, as determined by the Board of Directors, of the property (including cash and securities) received by the holder of a common share of the Company as a result of the transaction over (B) the Exercise Price; or (iii) The remaining Options shall become exercisable for 100 percent of the shares subject to the Options effective as of the consummation of the Transaction, and the Board of Directors shall approve some arrangement by which the Optionee shall have a reasonable opportunity to exercise all such Options effective as of the consummation of the Transaction or otherwise realize the value of the Options, as determined by the Board of Directors.

Any Options that are not exercised in accordance with procedures approved by the Board of Directors shall terminate.

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

12. Conditions on Obligations.  The Company shall not be obligated to issue common shares upon exercise of the Options if the Company is advised by its legal counsel that such issuance would violate applicable state or federal laws, including securities laws.  The Company will use its reasonable best efforts to take steps required by state or federal law or applicable regulations in connection with issuance of shares upon exercise of the Options.

13. No Right to Employment.  Nothing in this Agreement shall (i) confer upon the Optionee any right to be continued in the employment of an Employer or interfere in any way with the Employer's right to terminate the Optionee's employment at will at any time, for any reason, with or without cause, or to decrease the Optionee's compensation or benefits, or (ii) confer upon the Optionee any right to be retained or employed by the Employer or to the continuation, extension, renewal or modification of any compensation, contract or arrangement with or by the Employer.

14. Clawback.  This award and any stock issued pursuant to this award are subject to recovery under the Company's clawback policy or any law, government regulation or stock exchange listing requirement and will be subject to such deductions and clawback made pursuant to such policy, law, government regulation, or stock exchange listing requirement, all as determined by the Board of Directors or the Compensation Committee.  The Company's current clawback policy is subject to revision by the Board or Compensation Committee at any time and from time to time.

15. Successors of Company.  This Agreement shall be binding upon and shall inure to the benefit of any successor of the Company but, except as provided herein, the Option may not be assigned or otherwise transferred by the Optionee.

16. Rights as a Shareholder.  The Optionee shall have no rights as a shareholder with respect to any shares of Common Stock until the date the Optionee becomes the holder or record of those shares.  No adjustment shall be made for dividends or other rights for which the record date occurs before the date the Optionee becomes the holder of record.

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

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

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

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

RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit Award Agreement (the "Agreement") is entered into as of January 2, 2024 (the "Award Date") by and between SunOpta Inc., a Canadian corporation (the "Company"), and Brian W. Kocher (the "Recipient").

IN CONSIDERATION of the mutual covenants and agreements set forth in this Agreement, the parties agree to the following:

1. Award and Terms of Restricted Stock Units. The Company awards to the Recipient 144,404 restricted stock units (the "Award"), subject to the restrictions, terms and conditions set forth in this Agreement and the Employment Agreement.  This Award is not, and shall not be deemed to be, granted under or subject to the terms of the Company's Amended 2013 Stock Incentive Plan or any other plan. This Award is granted pursuant to the terms of the Executive Employment Agreement dated December 1, 2023 between the Company and the Recipient (the "Employment Agreement") and in the event of any inconsistency between this Agreement and the Employment Agreement as to timing of vesting or any other provision, the terms of the Employment Agreement shall control and apply.

(a) Rights under Restricted Stock Units. A restricted stock unit (an "RSU") represents the unfunded, unsecured right to require the Company to deliver to the Recipient one common share of the Company ("Common Shares") for each RSU.

(b) Vesting Dates.  The RSUs awarded under this Agreement shall initially be 100% unvested and subject to forfeiture.  One-third of the RSUs shall vest on each of the first three (3) anniversaries of the Award Date (each, a "Vesting Date") if the Recipient is an employee of the Company on that Vesting Date and has been employed by the Company continuously from the Award Date to that Vesting Date.

(c) Termination of Employment. Except as provided in (i), (ii) and (iii) below and the Employment Agreement, if Recipient's employment by the Company is terminated at any time prior to the final Vesting Date, the Recipient shall not be entitled to receive any shares underlying any RSUs that are not vested as of the date of termination.

(i) Total Disability.  If the Recipient's employment with the Company is terminated at any time prior to the final Vesting Date because of Total Disability (as defined in the Employment Agreement), all unvested RSUs shall immediately vest upon the determination of Total Disability and be settled in accordance with the terms of this Agreement. 

(ii) Death. If the Recipient's employment with the Company is terminated at any time prior to the final Vesting Date because of death, all unvested RSUs shall immediately vest as of the date of death and be settled in accordance with the terms of this Agreement. 

(iii) Termination without Cause or for Good Reason.  If the Recipient's employment by the Company is terminated by the Company without Cause or by the Recipient for Good Reason at any time prior to the final Vesting Date, the RSUs shall be treated in accordance with Section 5.3 of the Employment Agreement.  If a Release is not executed by the Recipient in accordance with the Employment Agreement or any other applicable provision of the Employment Agreement is not complied with by the Recipient prior to the effective date of the Release, the Recipient shall not be entitled to receive any shares underlying any RSUs that are not vested as of the date of employment termination.  For the purposes of this Agreement, "Cause," "Good Reason" and "Release" shall have the meanings set forth in Employment Agreement. 

(d) Restrictions on Transfer.  The Recipient may not sell, transfer, assign, pledge or otherwise encumber or dispose of the RSUs subject to this Agreement. The Recipient may designate beneficiaries to receive any Common Shares to which the Recipient is entitled under this Agreement if the Recipient dies before delivery of such Common Shares by so indicating on a form supplied by the Company.  If the Recipient fails to designate a beneficiary, such Common Shares shall be delivered as directed by the personal representative of the Recipient's estate.

(e) No Voting Rights or Dividends.  The Recipient shall have no rights as a shareholder with respect to the RSUs or the Common Shares underlying the RSUs until the underlying Common Shares are issued to the Recipient. The Recipient will not be entitled to receive cash payments representing any cash dividends paid with respect to the Common Stock underlying the RSUs.

(f) Delivery Date for the Shares Underlying the RSUs.  Following each Vesting Date of the RSUs, the Company shall issue shares underlying the vested RSUs to the Recipient on a date determined by the Company within 60 days of such vesting; provided, however, that if the Recipient is obligated to deliver a Release in accordance with Section 1(c)(iii) and if the Recipient's Termination Date (as defined and determined pursuant to the Employment Agreement) 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. 

(g) Taxes and Tax Withholding.

(i) The Award is subject to applicable tax withholding.  Prior to any relevant taxable or tax withholding event, as applicable, the Recipient agrees to make adequate arrangements satisfactory to the Company to satisfy all federal, state, provincial and other tax withholding obligations. In this regard, the Recipient authorizes the Company and its agents, at their discretion, to satisfy applicable withholding obligations by one or a combination of the following:

(1) withholding from the Recipient's other cash compensation paid by the Company; or

(2) withholding from proceeds of the sale of Common Shares acquired upon vesting/settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company on the Recipient's behalf pursuant to this authorization; or

(3) withholding in Common Shares to be issued upon vesting/settlement of the RSUs.

(ii) If the withholding obligation is satisfied by withholding Common Shares, for tax purposes the Recipient will be deemed to have been issued the full number of Common Shares subject to the vested RSUs, notwithstanding that a number of the Common Shares are held back solely for the purpose of satisfying the withholding.

(iii) The Recipient agrees to pay to the Company any amount the Company may be required to withhold as a result of this award that cannot be satisfied by the means previously described.  The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares if the Recipient fails to comply with these obligations.

(iv) The Recipient acknowledges and agrees that no election under Section 83(b) of the Internal Revenue Code of the United States can or will be made with respect to the RSUs.

(h) Stock Splits, Stock Dividends.  If the outstanding Common Shares of the Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any stock split, combination of shares, dividend payable in shares, recapitalization or reclassification, appropriate adjustment shall be made by the Company in the number and kind of shares subject to the RSUs so that the Recipient's proportionate interest before and after the occurrence of the event is maintained.  Securities issued in respect of or exchanged for shares issued hereunder that are subject to restrictions (including vesting and forfeiture provisions) shall be subject to similar restrictions unless otherwise determined by the Board of Directors in its discretion. Notwithstanding the foregoing, the Company shall have no obligation to effect any adjustment that would or might result in the issuance of fractional shares, and any fractional shares resulting from any adjustment may be disregarded or provided for in any manner determined by the Company. Any such adjustments made by the Company shall be conclusive. For the avoidance of doubt, this provision is intended to put the Recipient in the same position with respect to each RSU as if Recipient owned a share of common stock immediately prior to such event.

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

(i) The RSUs shall be converted into restricted stock units to acquire stock of the surviving or acquiring corporation in the Transaction (with the vesting schedule applicable to the RSUs continuing with respect to the replacement award, unless otherwise accelerated as determined by the Board of Directors in its sole discretion), with the amount and type of shares subject thereto to be conclusively determined by the Board of Directors, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be held by holders of shares following the Transaction, and disregarding fractional shares;

(ii) The RSUs shall be cancelled effective immediately prior to the consummation of the Transaction, and, in full consideration of the cancellation, the Company or the surviving or acquiring company shall pay to the Recipient at the time the RSUs would otherwise have vested (unless otherwise accelerated by the terms of the Employment Agreement or as determined by the Board of Directors in its sole discretion), with payment subject to continued employment of the Recipient by the Company or any acquiring or surviving company through such vesting date, an amount in cash, for each unvested RSU, equal to the value, as determined by the Board of Directors, of the Common Shares subject to the unvested RSUs, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be held by holders of Common Shares following the Transaction or other consideration paid in the transaction to holders of Common Shares; or

(iii) The RSUs shall become vested in full and all unissued shares subject to the RSUs shall be issued immediately prior to the consummation of the Transaction.

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

(j) Clawback. This award and any stock issued pursuant to this award are subject to recovery under the Company's clawback policy or any law, government regulation or stock exchange listing requirement and will be subject to such deductions and clawback made pursuant to such policy, law, government regulation, or stock exchange listing requirement, all as determined by the Board of Directors or the Compensation Committee.  The Company's current clawback policy is subject to revision by the Board or Compensation Committee at any time and from time to time.

2. Miscellaneous.

(a) Entire Agreement; Amendment. This Agreement and the Employment Agreement constitute the entire agreement of the parties with regard to the subjects hereof and may be amended only by written agreement between the Company and Recipient.

(b) Electronic Delivery.  The Recipient consents to the electronic delivery of any prospectus and any other documents relating to this Award in lieu of mailing or other form of delivery.

(c) Rights and Benefits. The rights and benefits of this Agreement shall inure to the benefit of and be enforceable by the Company's successors and assigns and, subject to the restrictions on transfer of this Agreement, be binding upon the Recipient's heirs, executors, administrators, successors and assigns.

(d) Further Action. The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

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

(f) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original.

EMPLOYMENT AGREEMENT

 This Employment Agreement ("Agreement") is between SunOpta Inc. (such entity together with all past, present, and future parents, divisions, operating companies, subsidiaries, and affiliates are referred to collectively herein as "Company") and Justin Kobler ("Employee").

1. EMPLOYMENT

 This Agreement commences February 26, 2024 ("Effective Date") and shall continue in effect until terminated by (a) Employee upon two month's written notice to Company, or (b) Company immediately upon written notice to Employee.  Employment during the course of the Agreement shall be on an "at-will" basis, meaning that either party has the right to terminate the agreement for any reason, or for no reason, as stated herein. The Company also has the right to terminate the Agreement immediately for Cause (as defined in Section 7 below). 

2. TITLE AND EXCLUSIVE SERVICES

(a) Title and Duties.  Employee's title is Senior Vice-President, Supply Chain, and Employee will perform job duties that are usual and customary for this position.

(b) Exclusive Services. Employee shall not be employed or render services elsewhere during the employment period; provided, however, that Employee may participate in professional, civic or charitable organizations so long as such participation is unpaid and does not interfere with the performance of Employee's duties or conflict with Employee's obligations hereunder.

3. COMPENSATION AND BENEFITS

(a) Base Salary.  Employee shall be paid an annualized salary of Three Hundred Eighty-Five Thousand Dollars ($385,000.00) ("Base Salary"). The Base Salary shall be payable in accordance with the Company's regular payroll practices and pursuant to Company policy, which may be amended from time to time. Employee's performance and Base Salary will be reviewed from time to time and Company may adjust Employee's annual Base Salary in accordance with reasonable practices and Company policy. 

(b) Short Term Incentive.  Eligibility for the annual Short-Term Incentive is based upon a fifty percent (50%) target of Employee's Base Salary and is pursuant to the terms of the Short-Term Incentive Plan Document. Target percentages and plan terms are subject to change at the sole discretion of Company and its Board of Directors and are not a guarantee of compensation. For 2024, Employee's Short-Term Incentive will be prorated based on Employee's start date.

(c) Long Term Incentive.  Employee is eligible for participation in the Long-Term Incentive Plan at a target of sixty-five percent (65%) of Employee's Base Salary pursuant to the terms of the Long-Term Incentive Plan Document. Target percentages and plan terms are subject to change at the sole discretion of Company and its Board of Directors and are not a guarantee of compensation. 

(d) Signing Bonus. Employee will receive a signing bonus of $150,000 gross (less applicable taxes and withholdings) to be paid within thirty (30) days of Employee's start date. In the event Employee voluntarily terminates his employment with the Company for any reason whatsoever or if Employee's employment with the Company is terminated by SunOpta for "cause", Employee agrees to repay the Company 100% of the signing bonus is such termination occurs within 12 months of the payment date of such bonus, or 50% of the signing bonus if such termination occurs between 12 and 24 months of the payment date of such bonus.

(e) Special Equity Grant. Employee will be awarded a one-time equity award of 30,000 restricted stock units (RSUs) within 30 days of Employee's start date. These RSUs will vest ratably (1/3) over a three-year period on each of the first three anniversaries of the grant date. All terms and conditions relating to these RSUs shall be in accordance with the Company's Amended 2013 Stock Incentive Plan.

(f) Relocation Bonus.  The Company shall pay Employee US$100,000 gross (less applicable taxes and withholdings) in satisfaction of Employee's relocation expenses relating to relocation from Keller, Texas to the Eden Prairie, Minnesota area, payable within fifteen (15) days after the earlier of (i) Employee lists or offers his primary residence for sale, or (ii) Employee signs a real estate purchase agreement or lease for a primary residence in Minnesota. Employee agrees to relocate to Minnesota by June 30, 2024. In the event Employee voluntarily terminates his employment with the Company for any reason whatsoever or if Employee's employment with the Company is terminated by SunOpta for "cause", or Employee does not relocate by the agreed upon date, Employee agrees to repay the Company 100% of the signing bonus is such termination occurs within 12 months of the payment date of the bonus, or 50% of the signing bonus if such termination occurs between 12 and 24 months of the payment date of the bonus.

(g) Employment Benefit Plans.  Employee may participate in all employee welfare benefit plans in which other similarly situated employees may participate, according to the terms of applicable policies and as stated in the Company's Benefits Guide. 

(h) Paid Time Off.  Employee shall be entitled to 200 hours (prorated for the first year based on the start date) of paid time-off in accordance with the Company's paid time-off policies, as in effect from time to time.

(i) Expenses. Company will reimburse Employee for business expenses consistent with past practices and pursuant to Company policy.

(j) Withholdings and Deductions.  Company will deduct or withhold from any payment made or

benefit provided hereunder, including without limitation compensation specified in this Section 3, all federal, state and local taxes and other withholdings the Company is required or authorized by law to deduct or withhold therefrom or otherwise collect in connection with the wages and benefits provided in connection with the Employee's employment with the Company.

4. NONDISCLOSURE OF TRADE SECRETS AND OTHER CONFIDENTIAL INFORMATION

(a) For purposes of this Agreement, "Trade Secret" shall mean all forms and types of financial, business, scientific, technical, economic, or engineering information, including patterns, plans, compilations, program devices, formulae, designs, prototypes, methods, techniques, processes, procedures, programs, or codes, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing that (i) derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and (ii) Company has taken efforts or measures that are reasonable in the circumstances to keep or maintain the secrecy of such information.  Trade Secret as defined in this Paragraph is meant to be consistent with the definition of Trade Secret under the Minnesota Uniform Trade Secret Act ("MUTSA"), Minn. Stat. § 325C.01, and the Defend Trade Secrets Act of 2016 ("DTSA"), 18 U.S.C. § 1839.

(b) For purposes of this Agreement, "Confidential Information" is defined as the confidential and proprietary information of Company, including without limitation: Company's marketing plans, growth strategies, target lists, performance goals, operational and programming strategies, specialized training expertise, employee development, engineering information, sales information, client and customer lists, business and employment contracts, representation agreements, pricing and ratings information, production and cost data, compensation and fee information, strategic business plans, budgets, financial statements, technological initiatives, proprietary research or software purchased or developed by Company, content distribution, and other information Company treats as confidential or proprietary (collectively the "Confidential Information").  As used in this Agreement, Confidential Information need not constitute a Trade Secret as defined in this Agreement or within the meaning of MUTSA or DTSA, but Confidential Information shall also include, without limitation, all Trade Secrets.  Confidential Information shall also include information of third parties that was provided to Company subject to a confidentiality and/or nondisclosure agreement or which Company is otherwise obligated to treat as confidential or proprietary.

(c) During the term of Employee's employment by Company, Employee will have access to and become acquainted with various Trade Secrets and Confidential Information of Company, all of which are owned by Company and regularly used in the operation of Company's business.  All Trade Secrets and Confidential Information and all files, records, documents, drawings, specifications, equipment, computer files, computer records, computer programs, and similar items relating to the business of Company, whether they are prepared by Employee or come into Employee's possession in any other way and whether or not they contain or constitute Trade Secrets owned by Company, are and shall remain the exclusive property of Company and shall not be removed from the premises of Company in any form or medium, or reproduced or distributed in any manner, under any circumstances whatsoever without the prior written consent of Company. 

(d) Employee hereby promises, covenants, and agrees (i) to not use any Trade Secret, Confidential Information, or Intellectual Property (as used herein, "Intellectual Property" means rights that potentially exist under patent, copyright, trademark, or trade secrets law) for Employee's own use or for any purpose other than for providing services to Company; (ii) to not disclose any Trade Secret or Confidential Information to any person or entity except as approved in advance in writing by Company, which approval will be subject to Company's sole and absolute discretion; (iii) to use Employee's best efforts to protect the secrecy of and avoid disclosure or use of the Trade Secret or Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than Employee, which efforts shall at a minimum include no less than a reasonable degree of care; (iv) to not sell, transfer, or in any manner disclose or give access to, the Trade Secret or Confidential Information, in whole or in part, to any third party without the prior written approval of Company, which approval will be subject to Company's sole and absolute discretion; (v) to notify Company in writing of any misuse or misappropriation of the Trade Secret, Confidential Information, or Intellectual Property which may come to Employee's attention; and (vi) not to use Company's Trade Secrets, Confidential Information, or Intellectual Property to willfully interfere with the relationship between Company and its employees, agents, representatives, or customers. The obligations in this Paragraph shall survive termination of Employee's employment with Company and continue for as long as such information qualifies as a Trade Secret.

(e) Employee acknowledges that such Trade Secrets and Confidential Information is proprietary and agrees not to disclose it to anyone outside Company. When employment ends, Employee will immediately return all Confidential Information to Company. Employee acknowledges and recognizes the highly competitive nature of the business of Company, the valuable Trade Secrets, Confidential Information, and Intellectual Property in such Employee's possession, and the customer goodwill associated with the ongoing business practice of Company.  Accordingly, while nothing in this Agreement is intended to restrain Employee from lawfully engaging in a lawful profession, trade, or business of any kind after termination of employment with Company, Employee acknowledges that Employee's obligations to return and to not use or disclose any Trade Secrets or Intellectual Property owned by Company is subject to independent legal rights and duties that are not dependent on any covenants in this Agreement and which shall survive termination of Employee's employment and continue for as long as such information qualifies as a Company Trade Secret, as defined by law, or until the expiration or extinguishment of Company's registered or common law rights with respect to Company copyrights, patents, and trademarks.

(f) In the event Employee is requested to disclose Trade Secrets or Confidential Information by subpoena, court order, or a lawful request or requirement of a federal or state regulatory or law enforcement agency, such disclosure shall not violate this Agreement; provided, however, that Employee shall promptly notify Company of the request or requirement prior to any disclosure so that Company may seek a protective order or take other appropriate action, and Employee shall cooperate with Company in its efforts to obtain a protective order or take such other actions, and provided, further, that if a protective order or other remedy is not obtained, Employee will disclose only that portion of the Trade Secrets or Confidential Information that is legally required to be disclosed and will make reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Trade Secrets or Confidential Information.

(g) Pursuant to 18 U.S.C. § 1833(b), Employee shall not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret that is made: in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal.

(h) The terms of this Section 4 with respect to Company trade secrets shall survive the expiration or termination of this Agreement for any reason.

5. DUTY OF LOYALTY DURING EMPLOYMENT AND NON-SOLICITATION RESTRICTIVE COVENANTS

(a) Duty of Loyalty.  Employee owes Company an undivided duty of loyalty during the term of Employee's employment by Company.  During the term of Employee's employment by Company, to the extent that Employee has any business to transact on Employee's own account, similar to that entrusted to Employee by Company, Employee shall always give the preference to the business of Company.  Pursuant to this duty of loyalty during Employee's employment, Employee shall not, directly or indirectly, self-deal or divert any business opportunities, solicit any employees or customers of Company for or on behalf of any third party person or entity, or engage or participate in or give preference to any business that is in competition in any manner whatsoever with the business of Company, or otherwise violate Employee's duty of loyalty to Company.

(b) Non-Interference. To preserve Company's Trade Secrets, Confidential Information, goodwill and legitimate business interests, Employee agrees that Employee will not, directly or indirectly, whether for his own account or for the account of any other individual, partnership, firm, corporation or other business organization (each a "Person") (other than Company) (i) (A) solicit in any capacity, encourage to terminate, or otherwise interfere with the relationship of, any individual who is, or was within the then-most recent twelve (12)-month period, employed by, or otherwise engaged to perform services for, Company, or (B) endeavor to entice away from Company any such individual; provided that general advertising not directed specifically at employees of Company shall not be deemed to violate this clause; or (ii) solicit in any capacity or encourage any Person who is, or was within the then-most recent twelve (12)-month period, a customer, vendor or supplier of Company, to terminate or reduce its relationship with Company.

(c) Non-Solicitation. To further preserve Company's Confidential Information, goodwill, specialized training expertise, and legitimate business interests, Employee agrees that Employee will not, directly or indirectly, whether for his own account or for the account of any other Person, use any Confidential Information to solicit or endeavor to entice away from Company any Person who is, or was within the then-most recent twelve (12)-month period, a customer of Company. The non-interference and non-solicitation restrictive covenants in this Section shall apply during Employee's employment with Company and shall survive termination of Employee's for any reason (i) in the case of interference or solicitation by Employee through the use or disclosure of Trade Secrets, for as long as such information qualifies as a Trade Secret under MUTSA or DTSA; or (ii) in the case of interference or solicitation by Employee through the use or disclosure of non-Trade Secret Company Confidential Information, for (12) months after such employment ends.

6. OWNERSHIP OF MATERIALS

(a) Ownership and Assignment. Employee agrees that all inventions, improvements, discoveries, designs, technology, and works of authorship (including but not limited to computer software) made, created, conceived, or reduced to practice by Employee, whether alone or in cooperation with others, during Employee's employment with Company (including any period of such employment before this Agreement), together with all patent, trademark, copyright, trade secret, and other intellectual property rights related to any of the foregoing throughout the world, are among other things works made for hire (the "Works") and at all times are owned exclusively by Company, and in any event, Employee hereby assigns all ownership in such rights to Company.  Employee understands that the Works may be modified or altered and expressly waives any rights of attribution or integrity or other rights in the nature of moral right (droit morale) for all uses of the Works. Employee agrees to provide written notification to Company of any Works covered by this Agreement, execute any documents, testify in any legal proceedings, and do all things necessary or desirable to secure Company's rights to the foregoing, including without limitation executing inventors' declarations and assignment forms, even if no longer employed by Company.  Employee agrees that Employee shall have no right to reproduce, distribute copies of, perform publicly, display publicly, or prepare derivative works based upon the Works.  Employee hereby irrevocably designates and appoints the Company as Employee's agent and attorney-in-fact, to act for and on Employee's behalf regarding obtaining and enforcing any intellectual property rights that were created by Employee during employment with Company and related to the performance of Employee's job.  Employee agrees not to incorporate any intellectual property created by Employee prior to Employee's employment with Company, or created by any third party, into any Company work product.  The assignment of Works under this Section 6 does not apply to an invention for which no equipment, supplies, facility, or trade secret information of Company was used and which invention was developed entirely on Employee's own time, so long as the invention does not: (i) relate directly to the business of the Company; (ii) relate to the Company's actual or demonstrably anticipated research or development, or (iii) result from any work performed by Employee for Company.

(b) Third Party Information.  Employee shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Employee hereby indemnifies, holds harmless and agrees to defend Company and its officers, directors, partners, employees, agents and representatives from any breach of the foregoing covenant. Employee shall comply with all relevant policies and guidelines of Company in effect from time to time at the discretion of the Company, including regarding the protection of confidential information and intellectual property and potential conflicts of interest.

7. TERMINATION. 

In the event Employee is terminated without Cause, the Company Severance Pay Plan will apply.  "Cause" shall mean (i) Employee's failure to perform materially his duties with respect to Company or its affiliates, (ii) the commission of an act that constitutes a felony under the laws of the United States or any individual State or under the laws of a foreign country, (iii) the commission of an act of fraud, embezzlement, sexual harassment, dishonesty, theft, or an intentional act or an act of moral turpitude that results in a material loss, damage or injury to the Company; (iv) any act or omission by Employee that is the result of misconduct, gross negligence or any other conduct or behavior that is, or may reasonably be expected to be, materially detrimental to the financial condition, business or reputation of Company or its affiliates, or (v) any material breach or violation by Employee of Company's code of ethics and business conduct or such other material policies as may be adopted by Company from time to time. Notwithstanding the foregoing provisions of this Section 7, Company will not be obligated to make any payments to Employee as part of the Company Severance Pay Plan unless: Employee has signed a release of claims in favor of Company and its affiliates and related entities, and their directors, officers, insurers, employees and agents, in a form prescribed by Company; all applicable rescission periods provided by law for releases of claims shall have expired and Employee shall have signed and not rescinded the release of claims; and Employee is in strict compliance with the terms of this Agreement and any other agreements with Company as of the dates of such payments.

8. NON-DISPARAGEMENT

During and at any time after Employee's employment with Company, Employee shall not, directly or indirectly, make any disparaging or negative comments or criticisms (whether of a professional or personal nature) regarding Company or Employee's relationship with Company or the termination of such relationship.

9. CONFLICTS OF INTEREST

Employee acknowledges familiarity with Company policies on conflicts of interest and warrants that Employee will fully comply with such policies.  Employee shall certify compliance with the conflicts of interest policy from time to time as requested by the Company. Employee shall notify Company immediately in writing if there is any attempt to induce Employee to violate the conflicts of interest policy.

10. INDEMNIFICATION

 Company shall defend and indemnify Employee for acts committed in the course and scope of employment.  Employee shall indemnify Company for claims of any type concerning Employee's conduct outside the scope of employment, or the breach by Employee of this Agreement.

11. DISPUTE RESOLUTION

(a) Arbitration.  This Agreement is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. and evidences a transaction involving commerce.  This Agreement applies to any dispute arising out of or related to Employee's employment with Company or termination of employment.  Nothing contained in this Agreement shall be construed to prevent or excuse Employee from using the Company's existing internal procedures for resolution of complaints, and this Agreement is not intended to be a substitute for the use of such procedures.  Except as it otherwise provides, this Agreement is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law, and therefore this Agreement requires all such disputes to be resolved only by an arbitrator through a final and binding individual arbitration proceeding and not by way of court or jury trial or class action.  Such disputes include without limitation disputes arising out of or relating to interpretation or application of this Agreement, including the enforceability, revocability or validity of this Agreement or any portion of this Agreement.  This Agreement also applies, without limitation, to disputes regarding the employment relationship, trade secrets, unfair competition, compensation, breaks and rest periods, termination, or harassment and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act, and state statutes, if any, addressing the same or similar subject matters, and all other state statutory and common law claims (excluding workers compensation, state disability insurance and unemployment insurance claims).  Claims may be brought before an administrative agency but only to the extent applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate.  Such administrative claims include without limitation claims or charges brought before the Equal Employment Opportunity Commission (www.eeoc.gov), the U.S. Department of Labor (www.dol.gov), the National Labor Relations Board (www.nlrb.gov), the Office of Federal Contract Compliance Programs (www.dol.gov/esa/ofccp).  Nothing in this Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a claim in arbitration.  Disputes that may not be subject to pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) are excluded from the coverage of this Agreement.

(b) Injunctive Relief.  A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such provisional relief.

(c) This Section 11 is the full and complete agreement relating to the formal resolution of employment-related disputes.  In the event any portion of this Section 11 is deemed unenforceable, the remainder of this Agreement will be enforceable.

(d) This Section 11 shall survive the expiration or termination of this Agreement for any reason.

12. MISCELLANEOUS

(a) Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any prior written or oral agreements or understandings between the parties.  No modification shall be valid unless in writing and signed by the parties, relating to the subject matter of this Agreement, unless otherwise noted herein. If any provision of this Agreement shall, for any reason, be held unenforceable, such unenforceability shall not affect the remaining provisions hereof, except as specifically noted in this Agreement, or the application of such provisions to other persons or circumstances, all of which shall be enforced to the greatest extent permitted by law. 

(b) Reasonable Restrictions; Severability. Company and Employee agree that the restrictions contained in Sections 4, 5 and 6, are material terms of this Agreement, reasonable in scope and duration and are necessary to protect Company's Confidential Information, goodwill, specialized training expertise, and legitimate business interests.  If any restrictive covenant is held to be unenforceable because of the scope, duration or geographic area, the parties agree that the court or arbitrator may reduce the scope, duration, or geographic area, and in its reduced form, such provision shall be enforceable. Should Employee violate the provisions of Sections 4, 5 or 6, then in addition to all other remedies available to Company, the duration of these covenants shall be extended for the period of time when Employee began such violation until Employee permanently ceases such violation. Employee agrees that no bond will be required if an injunction is sought to enforce any of the covenants previously set forth herein.

(c) Headings. The headings in this Agreement are inserted for convenience of reference only and shall not control the meaning of any provision hereof.

(d) Governing Law and Jurisdiction. This Agreement shall be governed in all respects by the internal laws of the State of Minnesota without regard to conflict of law provisions.  Each of the Employee and the Company hereby consents to the personal jurisdiction of the state and federal courts located in Hennepin County, Minnesota for any action or proceeding arising from or relating to this Agreement or relating to any arbitration in which the parties are participants.  Any arbitration proceeding arising from or relating to this Agreement shall take place in Hennepin County, Minnesota.

Upon full execution by all parties, this Agreement shall be effective on the Effective Date in Section 1.

Exhibit 10.5

RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit Award Agreement (the "Agreement") is entered into as of March 13, 2024 (the "Award Date") by and between SunOpta Inc., a Canadian corporation (the "Company"), and Brian W. Kocher (the "Recipient").

IN CONSIDERATION of the mutual covenants and agreements set forth in this Agreement, the parties agree to the following:

1. Award and Terms of Restricted Stock Units. The Company awards to the Recipient 74,000 restricted stock units (the "Award"), subject to the restrictions, terms and conditions set forth in this Agreement and the Employment Agreement.  This Award is not, and shall not be deemed to be, granted under or subject to the terms of the Company's Amended 2013 Stock Incentive Plan or any other plan. This Award is granted pursuant to the terms of the Executive Employment Agreement dated December 1, 2023 between the Company and the Recipient (the "Employment Agreement") and in the event of any inconsistency between this Agreement and the Employment Agreement as to timing of vesting or any other provision, the terms of the Employment Agreement shall control and apply.

(a) Rights under Restricted Stock Units. A restricted stock unit (an "RSU") represents the unfunded, unsecured right to require the Company to deliver to the Recipient one common share of the Company ("Common Shares") for each RSU.

(b) Vesting Dates.  The RSUs awarded under this Agreement shall initially be 100% unvested and subject to forfeiture.  One-third of the RSUs shall vest on each of the following dates: January 2, 2025, January 2, 2026 and January 2, 2027 (each, a "Vesting Date") if the Recipient is an employee of the Company on that Vesting Date and has been employed by the Company continuously from the Award Date to that Vesting Date.

(c) Termination of Employment. Except as provided in (i), (ii) and (iii) below and the Employment Agreement, if Recipient's employment by the Company is terminated at any time prior to the final Vesting Date, the Recipient shall not be entitled to receive any shares underlying any RSUs that are not vested as of the date of termination.

(i) Total Disability.  If the Recipient's employment with the Company is terminated at any time prior to the final Vesting Date because of Total Disability (as defined in the Employment Agreement), all unvested RSUs shall immediately vest upon the determination of Total Disability and be settled in accordance with the terms of this Agreement. 

(ii) Death. If the Recipient's employment with the Company is terminated at any time prior to the final Vesting Date because of death, all unvested RSUs shall immediately vest as of the date of death and be settled in accordance with the terms of this Agreement. 

(iii) Termination without Cause or for Good Reason.  If the Recipient's employment by the Company is terminated by the Company without Cause or by the Recipient for Good Reason at any time prior to the final Vesting Date, the RSUs shall be treated in accordance with Section 5.3 of the Employment Agreement.  If a Release is not executed by the Recipient in accordance with the Employment Agreement or any other applicable provision of the Employment Agreement is not complied with by the Recipient prior to the effective date of the Release, the Recipient shall not be entitled to receive any shares underlying any RSUs that are not vested as of the date of employment termination.  For the purposes of this Agreement, "Cause," "Good Reason" and "Release" shall have the meanings set forth in Employment Agreement. 

(d) Restrictions on Transfer.  The Recipient may not sell, transfer, assign, pledge or otherwise encumber or dispose of the RSUs subject to this Agreement. The Recipient may designate beneficiaries to receive any Common Shares to which the Recipient is entitled under this Agreement if the Recipient dies before delivery of such Common Shares by so indicating on a form supplied by the Company.  If the Recipient fails to designate a beneficiary, such Common Shares shall be delivered as directed by the personal representative of the Recipient's estate.

(e) No Voting Rights or Dividends.  The Recipient shall have no rights as a shareholder with respect to the RSUs or the Common Shares underlying the RSUs until the underlying Common Shares are issued to the Recipient. The Recipient will not be entitled to receive cash payments representing any cash dividends paid with respect to the Common Stock underlying the RSUs.

(f) Delivery Date for the Shares Underlying the RSUs.  Following each Vesting Date of the RSUs, the Company shall issue shares underlying the vested RSUs to the Recipient on a date determined by the Company within 60 days of such vesting; provided, however, that if the Recipient is obligated to deliver a Release in accordance with Section 1(c)(iii) and if the Recipient's Termination Date (as defined and determined pursuant to the Employment Agreement) 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. 

(g) Taxes and Tax Withholding.

(i) The Award is subject to applicable tax withholding.  Prior to any relevant taxable or tax withholding event, as applicable, the Recipient agrees to make adequate arrangements satisfactory to the Company to satisfy all federal, state, provincial and other tax withholding obligations. In this regard, the Recipient authorizes the Company and its agents, at their discretion, to satisfy applicable withholding obligations by one or a combination of the following:

(1) withholding from the Recipient's other cash compensation paid by the Company; or

(2) withholding from proceeds of the sale of Common Shares acquired upon vesting/settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company on the Recipient's behalf pursuant to this authorization; or

(3) withholding in Common Shares to be issued upon vesting/settlement of the RSUs.

(ii) If the withholding obligation is satisfied by withholding Common Shares, for tax purposes the Recipient will be deemed to have been issued the full number of Common Shares subject to the vested RSUs, notwithstanding that a number of the Common Shares are held back solely for the purpose of satisfying the withholding.

(iii) The Recipient agrees to pay to the Company any amount the Company may be required to withhold as a result of this award that cannot be satisfied by the means previously described.  The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares if the Recipient fails to comply with these obligations.

(iv) The Recipient acknowledges and agrees that no election under Section 83(b) of the Internal Revenue Code of the United States can or will be made with respect to the RSUs.

(h) Stock Splits, Stock Dividends.  If the outstanding Common Shares of the Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any stock split, combination of shares, dividend payable in shares, recapitalization or reclassification, appropriate adjustment shall be made by the Company in the number and kind of shares subject to the RSUs so that the Recipient's proportionate interest before and after the occurrence of the event is maintained.  Securities issued in respect of or exchanged for shares issued hereunder that are subject to restrictions (including vesting and forfeiture provisions) shall be subject to similar restrictions unless otherwise determined by the Board of Directors in its discretion. Notwithstanding the foregoing, the Company shall have no obligation to effect any adjustment that would or might result in the issuance of fractional shares, and any fractional shares resulting from any adjustment may be disregarded or provided for in any manner determined by the Company. Any such adjustments made by the Company shall be conclusive. For the avoidance of doubt, this provision is intended to put the Recipient in the same position with respect to each RSU as if Recipient owned a share of common stock immediately prior to such event.

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

(i) The RSUs shall be converted into restricted stock units to acquire stock of the surviving or acquiring corporation in the Transaction (with the vesting schedule applicable to the RSUs continuing with respect to the replacement award, unless otherwise accelerated as determined by the Board of Directors in its sole discretion), with the amount and type of shares subject thereto to be conclusively determined by the Board of Directors, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be held by holders of shares following the Transaction, and disregarding fractional shares;

(ii) The RSUs shall be cancelled effective immediately prior to the consummation of the Transaction, and, in full consideration of the cancellation, the Company or the surviving or acquiring company shall pay to the Recipient at the time the RSUs would otherwise have vested (unless otherwise accelerated by the terms of the Employment Agreement or as determined by the Board of Directors in its sole discretion), with payment subject to continued employment of the Recipient by the Company or any acquiring or surviving company through such vesting date, an amount in cash, for each unvested RSU, equal to the value, as determined by the Board of Directors, of the Common Shares subject to the unvested RSUs, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be held by holders of Common Shares following the Transaction or other consideration paid in the transaction to holders of Common Shares; or

(iii) The RSUs shall become vested in full and all unissued shares subject to the RSUs shall be issued immediately prior to the consummation of the Transaction.

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

(j) Clawback. This award and any stock issued pursuant to this award are subject to recovery under the Company's clawback policy or any law, government regulation or stock exchange listing requirement and will be subject to such deductions and clawback made pursuant to such policy, law, government regulation, or stock exchange listing requirement, all as determined by the Board of Directors or the Compensation Committee.  The Company's current clawback policy is subject to revision by the Board or Compensation Committee at any time and from time to time.

2. Miscellaneous.

(a) Entire Agreement; Amendment. This Agreement and the Employment Agreement constitute the entire agreement of the parties with regard to the subjects hereof and may be amended only by written agreement between the Company and Recipient.

(b) Electronic Delivery.  The Recipient consents to the electronic delivery of any prospectus and any other documents relating to this Award in lieu of mailing or other form of delivery.

(c) Rights and Benefits. The rights and benefits of this Agreement shall inure to the benefit of and be enforceable by the Company's successors and assigns and, subject to the restrictions on transfer of this Agreement, be binding upon the Recipient's heirs, executors, administrators, successors and assigns.

(d) Further Action. The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

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

(f) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original.

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is between SunOpta Inc. (such entity together with all past, present, and future parents, divisions, operating companies, subsidiaries, and affiliates are referred to collectively herein as “Company”) and Lauren McNamara (“Employee”).

1. EMPLOYMENT

 This Agreement commences March 25, 2024 ("Effective Date") and shall continue in effect until terminated by (a) Employee upon two month's written notice to Company, or (b) Company immediately upon written notice to Employee.  Employment during the course of the Agreement shall be on an "at-will" basis, meaning that either party has the right to terminate the agreement for any reason, or for no reason, as stated herein. The Company also has the right to terminate the Agreement immediately for Cause (as defined in Section 7 below). 

2. TITLE AND EXCLUSIVE SERVICES

(a) Title and Duties.  Employee's title is Senior Vice-President, Business Management, and Employee will perform job duties that are usual and customary for this position.

(b) Exclusive Services. Employee shall not be employed or render services elsewhere during the employment period; provided, however, that Employee may participate in professional, civic or charitable organizations so long as such participation is unpaid and does not interfere with the performance of Employee's duties or conflict with Employee's obligations hereunder.

3. COMPENSATION AND BENEFITS

(a) Base Salary.  Employee shall be paid an annualized salary of Three Hundred Twenty-Five Thousand Dollars ($325,000.00) ("Base Salary"). The Base Salary shall be payable in accordance with the Company's regular payroll practices and pursuant to Company policy, which may be amended from time to time. Employee's performance and Base Salary will be reviewed from time to time and Company may adjust Employee's annual Base Salary in accordance with reasonable practices and Company policy. 

(b) Short Term Incentive. Eligibility for the annual Short-Term Incentive is based upon a sixty percent (60%) target of Employee's Base Salary and is pursuant to the terms of the Short-Term Incentive Plan Document. Target percentages and plan terms are subject to change at the sole discretion of Company and its Board of Directors and are not a guarantee of compensation.

(c) Long Term Incentive. Employee is eligible for participation in the Long-Term Incentive Plan at a target of eighty-five percent (85%) of Employee's Base Salary pursuant to the terms of the Long-Term Incentive Plan Document. Target percentages and plan terms are subject to change at the sole discretion of Company and its Board of Directors and are not a guarantee of compensation. 

(d) Special Equity Grant. Employee will be awarded a special one-time equity award of a number of restricted stock units (RSUs) determined by dividing $250,000 by the closing price of the Company's stock as reported on Nasdaq on the Effective Date. These RSUs will vest ratably (1/3) over a three-year period on each of the first three anniversaries of the grant date. All terms and conditions relating to these RSUs shall be in accordance with the Company's Amended 2013 Stock Incentive Plan.

(e) Employment Benefit Plans.  Employee may participate in all employee welfare benefit plans in which other similarly situated employees may participate, according to the terms of applicable policies and as stated in the Company's Benefits Guide. 

(f) Paid Time Off.  Employee shall be entitled to 200 hours (prorated for the first year based on the start date) of paid time-off in accordance with the Company's paid time-off policies, as in effect from time to time.

(g) Expenses. Company will reimburse Employee for business expenses consistent with past practices and pursuant to Company policy.

(h) Withholdings and Deductions.  Company will deduct or withhold from any payment made or

benefit provided hereunder, including without limitation compensation specified in this Section 3, all federal, state and local taxes and other withholdings the Company is required or authorized by law to deduct or withhold therefrom or otherwise collect in connection with the wages and benefits provided in connection with the Employee's employment with the Company.

4. NONDISCLOSURE OF TRADE SECRETS AND OTHER CONFIDENTIAL INFORMATION

(a) For purposes of this Agreement, "Trade Secret" shall mean all forms and types of financial, business, scientific, technical, economic, or engineering information, including patterns, plans, compilations, program devices, formulae, designs, prototypes, methods, techniques, processes, procedures, programs, or codes, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing that (i) derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and (ii) Company has taken efforts or measures that are reasonable in the circumstances to keep or maintain the secrecy of such information.  Trade Secret as defined in this Paragraph is meant to be consistent with the definition of Trade Secret under the Minnesota Uniform Trade Secret Act ("MUTSA"), Minn. Stat. § 325C.01, and the Defend Trade Secrets Act of 2016 ("DTSA"), 18 U.S.C. § 1839.

(b) For purposes of this Agreement, "Confidential Information" is defined as the confidential and proprietary information of Company, including without limitation: Company's marketing plans, growth strategies, target lists, performance goals, operational and programming strategies, specialized training expertise, employee development, engineering information, sales information, client and customer lists, business and employment contracts, representation agreements, pricing and ratings information, production and cost data, compensation and fee information, strategic business plans, budgets, financial statements, technological initiatives, proprietary research or software purchased or developed by Company, content distribution, and other information Company treats as confidential or proprietary (collectively the "Confidential Information").  As used in this Agreement, Confidential Information need not constitute a Trade Secret as defined in this Agreement or within the meaning of MUTSA or DTSA, but Confidential Information shall also include, without limitation, all Trade Secrets.  Confidential Information shall also include information of third parties that was provided to Company subject to a confidentiality and/or nondisclosure agreement or which Company is otherwise obligated to treat as confidential or proprietary.

(c) During the term of Employee's employment by Company, Employee will have access to and become acquainted with various Trade Secrets and Confidential Information of Company, all of which are owned by Company and regularly used in the operation of Company's business.  All Trade Secrets and Confidential Information and all files, records, documents, drawings, specifications, equipment, computer files, computer records, computer programs, and similar items relating to the business of Company, whether they are prepared by Employee or come into Employee's possession in any other way and whether or not they contain or constitute Trade Secrets owned by Company, are and shall remain the exclusive property of Company and shall not be removed from the premises of Company in any form or medium, or reproduced or distributed in any manner, under any circumstances whatsoever without the prior written consent of Company. 

(d) Employee hereby promises, covenants, and agrees (i) to not use any Trade Secret, Confidential Information, or Intellectual Property (as used herein, "Intellectual Property" means rights that potentially exist under patent, copyright, trademark, or trade secrets law) for Employee's own use or for any purpose other than for providing services to Company; (ii) to not disclose any Trade Secret or Confidential Information to any person or entity except as approved in advance in writing by Company, which approval will be subject to Company's sole and absolute discretion; (iii) to use Employee's best efforts to protect the secrecy of and avoid disclosure or use of the Trade Secret or Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than Employee, which efforts shall at a minimum include no less than a reasonable degree of care; (iv) to not sell, transfer, or in any manner disclose or give access to, the Trade Secret or Confidential Information, in whole or in part, to any third party without the prior written approval of Company, which approval will be subject to Company's sole and absolute discretion; (v) to notify Company in writing of any misuse or misappropriation of the Trade Secret, Confidential Information, or Intellectual Property which may come to Employee's attention; and (vi) not to use Company's Trade Secrets, Confidential Information, or Intellectual Property to willfully interfere with the relationship between Company and its employees, agents, representatives, or customers. The obligations in this Paragraph shall survive termination of Employee's employment with Company and continue for as long as such information qualifies as a Trade Secret.

(e) Employee acknowledges that such Trade Secrets and Confidential Information is proprietary and agrees not to disclose it to anyone outside Company. When employment ends, Employee will immediately return all Confidential Information to Company. Employee acknowledges and recognizes the highly competitive nature of the business of Company, the valuable Trade Secrets, Confidential Information, and Intellectual Property in such Employee's possession, and the customer goodwill associated with the ongoing business practice of Company.  Accordingly, while nothing in this Agreement is intended to restrain Employee from lawfully engaging in a lawful profession, trade, or business of any kind after termination of employment with Company, Employee acknowledges that Employee's obligations to return and to not use or disclose any Trade Secrets or Intellectual Property owned by Company is subject to independent legal rights and duties that are not dependent on any covenants in this Agreement and which shall survive termination of Employee's employment and continue for as long as such information qualifies as a Company Trade Secret, as defined by law, or until the expiration or extinguishment of Company's registered or common law rights with respect to Company copyrights, patents, and trademarks.

(f) In the event Employee is requested to disclose Trade Secrets or Confidential Information by subpoena, court order, or a lawful request or requirement of a federal or state regulatory or law enforcement agency, such disclosure shall not violate this Agreement; provided, however, that Employee shall promptly notify Company of the request or requirement prior to any disclosure so that Company may seek a protective order or take other appropriate action, and Employee shall cooperate with Company in its efforts to obtain a protective order or take such other actions, and provided, further, that if a protective order or other remedy is not obtained, Employee will disclose only that portion of the Trade Secrets or Confidential Information that is legally required to be disclosed and will make reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Trade Secrets or Confidential Information.

(g) Pursuant to 18 U.S.C. § 1833(b), Employee shall not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret that is made: in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal.

(h) The terms of this Section 4 with respect to Company trade secrets shall survive the expiration or termination of this Agreement for any reason.

5. DUTY OF LOYALTY DURING EMPLOYMENT AND NON-SOLICITATION RESTRICTIVE COVENANTS

(a) Duty of Loyalty. Employee owes Company an undivided duty of loyalty during the term of Employee's employment by Company.  During the term of Employee's employment by Company, to the extent that Employee has any business to transact on Employee's own account, similar to that entrusted to Employee by Company, Employee shall always give the preference to the business of Company.  Pursuant to this duty of loyalty during Employee's employment, Employee shall not, directly or indirectly, self-deal or divert any business opportunities, solicit any employees or customers of Company for or on behalf of any third party person or entity, or engage or participate in or give preference to any business that is in competition in any manner whatsoever with the business of Company, or otherwise violate Employee's duty of loyalty to Company.

(b) Non-Interference. To preserve Company's Trade Secrets, Confidential Information, goodwill and legitimate business interests, Employee agrees that Employee will not, directly or indirectly, whether for her own account or for the account of any other individual, partnership, firm, corporation or other business organization (each a "Person") (other than Company) (i) (A) solicit in any capacity, encourage to terminate, or otherwise interfere with the relationship of, any individual who is, or was within the then-most recent twelve (12)-month period, employed by, or otherwise engaged to perform services for, Company, or (B) endeavor to entice away from Company any such individual; provided that general advertising not directed specifically at employees of Company shall not be deemed to violate this clause; or (ii) solicit in any capacity or encourage any Person who is, or was within the then-most recent twelve (12)-month period, a customer, vendor or supplier of Company, to terminate or reduce its relationship with Company.

(c) Non-Solicitation. To further preserve Company's Confidential Information, goodwill, specialized training expertise, and legitimate business interests, Employee agrees that Employee will not, directly or indirectly, whether for his own account or for the account of any other Person, use any Confidential Information to solicit or endeavor to entice away from Company any Person who is, or was within the then-most recent twelve (12)-month period, a customer or employee of Company. The non-interference and non-solicitation restrictive covenants in this Section shall apply during Employee's employment with Company and shall survive termination of Employee's for any reason (i) in the case of interference or solicitation by Employee through the use or disclosure of Trade Secrets, for as long as such information qualifies as a Trade Secret under MUTSA or DTSA; or (ii) in the case of interference or solicitation by Employee through the use or disclosure of non-Trade Secret Company Confidential Information, for (12) months after such employment ends.

6. OWNERSHIP OF MATERIALS

(a) Ownership and Assignment. Employee agrees that all inventions, improvements, discoveries, designs, technology, and works of authorship (including but not limited to computer software) made, created, conceived, or reduced to practice by Employee, whether alone or in cooperation with others, during Employee's employment with Company (including any period of such employment before this Agreement), together with all patent, trademark, copyright, trade secret, and other intellectual property rights related to any of the foregoing throughout the world, are among other things works made for hire (the "Works") and at all times are owned exclusively by Company, and in any event, Employee hereby assigns all ownership in such rights to Company.  Employee understands that the Works may be modified or altered and expressly waives any rights of attribution or integrity or other rights in the nature of moral right (droit morale) for all uses of the Works. Employee agrees to provide written notification to Company of any Works covered by this Agreement, execute any documents, testify in any legal proceedings, and do all things necessary or desirable to secure Company's rights to the foregoing, including without limitation executing inventors' declarations and assignment forms, even if no longer employed by Company.  Employee agrees that Employee shall have no right to reproduce, distribute copies of, perform publicly, display publicly, or prepare derivative works based upon the Works.  Employee hereby irrevocably designates and appoints the Company as Employee's agent and attorney-in-fact, to act for and on Employee's behalf regarding obtaining and enforcing any intellectual property rights that were created by Employee during employment with Company and related to the performance of Employee's job.  Employee agrees not to incorporate any intellectual property created by Employee prior to Employee's employment with Company, or created by any third party, into any Company work product.  The assignment of Works under this Section 6 does not apply to an invention for which no equipment, supplies, facility, or trade secret information of Company was used and which invention was developed entirely on Employee's own time, so long as the invention does not: (i) relate directly to the business of the Company; (ii) relate to the Company's actual or demonstrably anticipated research or development, or (iii) result from any work performed by Employee for Company.

(b) Third Party Information.  Employee shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Employee hereby indemnifies, holds harmless and agrees to defend Company and its officers, directors, partners, employees, agents and representatives from any breach of the foregoing covenant. Employee shall comply with all relevant policies and guidelines of Company in effect from time to time at the discretion of the Company, including regarding the protection of confidential information and intellectual property and potential conflicts of interest.

7. TERMINATION. 

In the event Employee is terminated without Cause, the Company Severance Pay Plan will apply.  "Cause" shall mean (i) Employee's failure to perform materially his duties with respect to Company or its affiliates, (ii) the commission of an act that constitutes a felony under the laws of the United States or any individual State or under the laws of a foreign country, (iii) the commission of an act of fraud, embezzlement, sexual harassment, dishonesty, theft, or an intentional act or an act of moral turpitude that results in a material loss, damage or injury to the Company; (iv) any act or omission by Employee that is the result of misconduct, gross negligence or any other conduct or behavior that is, or may reasonably be expected to be, materially detrimental to the financial condition, business or reputation of Company or its affiliates, or (v) any material breach or violation by Employee of Company's code of ethics and business conduct or such other material policies as may be adopted by Company from time to time. Notwithstanding the foregoing provisions of this Section 7, Company will not be obligated to make any payments to Employee as part of the Company Severance Pay Plan unless: Employee has signed a release of claims in favor of Company and its affiliates and related entities, and their directors, officers, insurers, employees and agents, in a form prescribed by Company; all applicable rescission periods provided by law for releases of claims shall have expired and Employee shall have signed and not rescinded the release of claims; and Employee is in strict compliance with the terms of this Agreement and any other agreements with Company as of the dates of such payments.

8. NON-DISPARAGEMENT

During and at any time after Employee's employment with Company, Employee shall not, directly or indirectly, make any disparaging or negative comments or criticisms (whether of a professional or personal nature) regarding Company or Employee's relationship with Company or the termination of such relationship.

9. CONFLICTS OF INTEREST

Employee acknowledges familiarity with Company policies on conflicts of interest and warrants that Employee will fully comply with such policies.  Employee shall certify compliance with the conflicts of interest policy from time to time as requested by the Company. Employee shall notify Company immediately in writing if there is any attempt to induce Employee to violate the conflicts of interest policy.

10. INDEMNIFICATION

 Company shall defend and indemnify Employee for acts committed in the course and scope of employment.  Employee shall indemnify Company for claims of any type concerning Employee's conduct outside the scope of employment, or the breach by Employee of this Agreement.

11. DISPUTE RESOLUTION

(a) Arbitration.  This Agreement is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. and evidences a transaction involving commerce.  This Agreement applies to any dispute arising out of or related to Employee's employment with Company or termination of employment.  Nothing contained in this Agreement shall be construed to prevent or excuse Employee from using the Company's existing internal procedures for resolution of complaints, and this Agreement is not intended to be a substitute for the use of such procedures.  Except as it otherwise provides, this Agreement is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law, and therefore this Agreement requires all such disputes to be resolved only by an arbitrator through a final and binding individual arbitration proceeding and not by way of court or jury trial or class action.  Such disputes include without limitation disputes arising out of or relating to interpretation or application of this Agreement, including the enforceability, revocability or validity of this Agreement or any portion of this Agreement.  This Agreement also applies, without limitation, to disputes regarding the employment relationship, trade secrets, unfair competition, compensation, breaks and rest periods, termination, or harassment and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act, and state statutes, if any, addressing the same or similar subject matters, and all other state statutory and common law claims (excluding workers compensation, state disability insurance and unemployment insurance claims).  Claims may be brought before an administrative agency but only to the extent applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate.  Such administrative claims include without limitation claims or charges brought before the Equal Employment Opportunity Commission (www.eeoc.gov), the U.S. Department of Labor (www.dol.gov), the National Labor Relations Board (www.nlrb.gov), the Office of Federal Contract Compliance Programs (www.dol.gov/esa/ofccp).  Nothing in this Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a claim in arbitration.  Disputes that may not be subject to pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) are excluded from the coverage of this Agreement.

(b) Injunctive Relief.  A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such provisional relief.

(c) This Section 11 is the full and complete agreement relating to the formal resolution of employment-related disputes.  In the event any portion of this Section 11 is deemed unenforceable, the remainder of this Agreement will be enforceable.

(d) This Section 11 shall survive the expiration or termination of this Agreement for any reason.

12. MISCELLANEOUS

(a) Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any prior written or oral agreements or understandings between the parties.  No modification shall be valid unless in writing and signed by the parties, relating to the subject matter of this Agreement, unless otherwise noted herein. If any provision of this Agreement shall, for any reason, be held unenforceable, such unenforceability shall not affect the remaining provisions hereof, except as specifically noted in this Agreement, or the application of such provisions to other persons or circumstances, all of which shall be enforced to the greatest extent permitted by law. 

(b) Reasonable Restrictions; Severability. Company and Employee agree that the restrictions contained in Sections 4, 5 and 6, are material terms of this Agreement, reasonable in scope and duration and are necessary to protect Company's Confidential Information, goodwill, specialized training expertise, and legitimate business interests.  If any restrictive covenant is held to be unenforceable because of the scope, duration or geographic area, the parties agree that the court or arbitrator may reduce the scope, duration, or geographic area, and in its reduced form, such provision shall be enforceable. Should Employee violate the provisions of Sections 4, 5 or 6, then in addition to all other remedies available to Company, the duration of these covenants shall be extended for the period of time when Employee began such violation until Employee permanently ceases such violation. Employee agrees that no bond will be required if an injunction is sought to enforce any of the covenants previously set forth herein.

(c) Headings. The headings in this Agreement are inserted for convenience of reference only and shall not control the meaning of any provision hereof.

(d) Governing Law and Jurisdiction. This Agreement shall be governed in all respects by the internal laws of the State of Minnesota without regard to conflict of law provisions.  Each of the Employee and the Company hereby consents to the personal jurisdiction of the state and federal courts located in Hennepin County, Minnesota for any action or proceeding arising from or relating to this Agreement or relating to any arbitration in which the parties are participants.  Any arbitration proceeding arising from or relating to this Agreement shall take place in Hennepin County, Minnesota.

Upon full execution by all parties, this Agreement shall be effective on the Effective Date in Section 1.

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a)

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian Kocher, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of SunOpta Inc. for the quarter ended March 30, 2024;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a -15(f) and 15d -15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Brian Kocher

Brian Kocher
Chief Executive Officer
SunOpta Inc.
Date: May 8, 2024

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a)

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Greg Gaba, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of SunOpta Inc. for the quarter ended March 30, 2024;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a -15(f) and 15d -15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Greg Gaba

Greg Gaba

Chief Financial Officer
SunOpta Inc.
Date: May 8, 2024

Exhibit 32

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of SunOpta Inc. (the “Company”) on Form 10-Q for the quarter ended March 30, 2024 as filed with the Securities and Exchange Commission (the “Report”), I, Brian Kocher, Chief Executive Officer of the Company, and I, Greg Gaba, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, that to our knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: May 8, 2024

/s/ Brian Kocher
Brian Kocher
Chief Executive Officer
SunOpta Inc.

/s/ Greg Gaba
Greg Gaba
Chief Financial Officer
SunOpta Inc.

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and should not be deemed to be filed under the Exchange Act by the Company or the certifying officer.