STKL SunOpta Inc

As previously reported, SunOpta Inc. (the “Company”) terminated the employment of Mr. David Colo as President and Chief Executive Officer of the Company on February 21, 2019. In connection with his termination, the Company entered into a Letter Agreement and Final Release (the “Separation Agreement”) with Mr. Colo on March 5, 2019. Pursuant to the Separation Agreement, Mr. Colo will be entitled to receive the following:

• A pro-rated portion of base salary of $17,500, representing unpaid salary through the final effective date of the termination of Mr. Colo’s employment, which was deemed to be February 26, 2019 (the “Termination Date”) for purposes of the Separation Agreement;
   
• Severance pay in the total gross amount of $1,050,000 to be paid within 60 days from the Termination Date;
   
• All unvested Special RSUs previously granted to Mr. Colo will vest as of the Termination Date and be settled in accordance with the terms of the applicable award agreement;
   
• Reimbursement for any properly incurred but unreimbursed business expenses through the Termination Date.

All unvested Special Options and Special PSUs previously granted to Mr. Colo were immediately forfeited and cancelled effective as of the Termination Date in accordance with the Employment Agreement, dated February 2, 2017, between Mr. Colo and the Company (the “Employment Agreement”), and Mr. Colo will not be entitled to any payment in lieu of the forfeited and cancelled Special Options or Special PSUs.

The Company will apply standard tax and other applicable withholdings to payments made to Mr. Colo. The Company also will pay Mr. Colo accrued but unused vacation.

Mr. Colo’s right to receive the consideration and benefits is contingent upon Mr. Colo agreeing to (and not revoking) a release of claims against the Company, and to that end the Separation Agreement contains a release and waiver of claims for the benefit of the Company, pursuant to which Mr. Colo agrees to release the Company and certain other parties from any and all claims, charges, causes of action and damages arising on or prior to his execution of the Separation Agreement.

In consideration for the payment and benefits provided under the Separation Agreement, Mr. Colo agrees to continue to be bound by certain non-competition, non-solicitation and confidentiality provisions set forth in the Employment Agreement.

Mr. Colo shall have the right to revoke the Separation Agreement by giving written notice to the Company within fifteen (15) days after signing the Separation Agreement. In the event of any such revocation, the Separation Agreement will no longer be effective and Mr. Colo will not receive the payment and benefits listed above.

The foregoing summary of the Separation Agreement is qualified in its entirety by the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 hereto.