Severance and Other Payments

No Other Payments

Employment Agreement: Notwithstanding the cessation of your employment and in consideration of the payments and benefits set out in this agreement, you represent and warrant that you have abided by and you confirm that you will continue to abide by all of the obligations set out in the Employment Agreement and, further and for greater certainty, you confirm and agree that, the provisions of the Employment Agreement relating to Non-Competition and Non-Solicitation shall survive the cessation of your employment and the termination of the Employment Agreement and shall be enforceable in accordance with their terms.

Return of Property: You are required to return immediately to SunOpta all of the property of SunOpta in your possession or in the possession of your family or agents including, without limitation, wireless devices and accessories, computer and office equipment, keys, passes, credit cards, customer lists, sales materials, manuals, computer information, software and codes, files and all documentation (and all copies thereof) dealing with the finances, operations and activities of SunOpta, its clients, employees, partners, investors or suppliers.

Non-Disclosure: You will maintain the severance arrangements set out in this agreement in the strictest confidence and you will not disclose them except to your immediate family, or to your legal or professional advisors (but provided any such person agrees not to disclose such information to any other persons) or the extent that such disclosure may be required by law.

Release: You will execute and return the Release attached as Schedule "B" hereto, the terms of which are incorporated herein and the delivery of which is a condition of any payment to you by SunOpta.

Co-operation: During the 24-month period following the Date of Termination, at SunOpta's request, you agree to cooperate reasonably with SunOpta and its legal advisors in connection with (i) any business matters in which you were involved or (ii) any existing or potential claims, investigations, administrative proceedings, lawsuits and other legal and business matters which arose during your employment or involving SunOpta with respect to which you have knowledge of the underlying facts.

Non-Disparagement: You agree not to take any action or make any statement that criticizes, ridicules, disparages or is derogatory to SunOpta, its affiliates or their employees, services, directors, officers, shareholders, or its financial status, or that damages SunOpta in any of its business relationships, or encourages the making of such statements or the taking of such actions by someone else. SunOpta agrees not to take any action or make any statement that criticizes, ridicules, disparages or is derogatory to you or that damages you with respect to your business relationships (including your relationship with prospective employers), or encourages the making of such statements or the taking of such actions by someone else.

Consulting Services: You expressly acknowledge and agree that you will provide consulting services to SunOpta as may be reasonably requested by SunOpta during the 24-month period following the Date of Termination.

Endorsement and Support: You expressly acknowledge and agree that that you will endorse and actively support the arrangements formally announced by SunOpta in its press release dated October 7, 2016 during the 24-month period following the Date of Termination.

General

Entire Agreement: This agreement constitutes the entire agreement between you and SunOpta with reference to any of the matters herein provided or with reference to your engagement, any employment or office with SunOpta or the cessation thereof. All promises, representations, collateral agreements, offers and understandings not expressly incorporated in this agreement are hereby superseded and have no further effect. For certainty, this agreement replaces and supersedes any obligation owed to you by SunOpta pursuant to the Employment Agreement.

Positive Reference. A positive letter of reference will be provided to you by Alan Murray. Alan Murray will also serve as the single point of contact for any verbal references you require following the Date of Termination.

Full Understanding: By signing this agreement, you confirm that: (i) you have had an adequate opportunity to read and consider the terms set out herein, including the Release, and that you fully understand them and their consequences; (ii) you have been advised to consult with legal counsel of your choosing and that you have obtained such legal or other advice as you have considered advisable; and (iii) you are signing voluntarily, without coercion, and without reliance on any representation, express or implied, by SunOpta, or by any director, officer, shareholder, employee or other representative of SunOpta; and (iv) this agreement and any payment referred to herein is not an admission of liability on SunOpta's part.

Taxes: All payments referred to in this agreement will be less applicable withholdings and deductions (if any) and you shall be responsible for all tax liability resulting from your receipt of the payment and benefits referred to in this letter, except to the extent that SunOpta has withheld funds for remittance to statutory authorities.

Severability: You hereby agree that each provision and the subparts of each provision of this agreement shall be treated as separate and independent clauses, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other provisions of this agreement (which shall continue to be enforceable).

Governing Law: This agreement and any claims arising out of this agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, shall in all respects be interpreted, enforced and governed under the internal and domestic laws of such province, without giving effect to the principles of conflicts of laws of such province.

In consideration of the terms of the letter from SunOpta Inc. to me, Hendrik Jacobs, dated November 8, 2016 (the "Letter Agreement"), which terms are deemed to be and are accepted by me in full and final satisfaction of the Executive Employment Agreement between SunOpta and me, Hendrik Jacobs, dated July 6, 2015 (the receipt and sufficiency of which consideration are hereby acknowledged) and except for SunOpta's obligations referred to in the Letter Agreement, I hereby remise, release and forever discharge SunOpta of and from all manner of actions, causes of action, suits, debts, dues, accounts, bonds, contracts, liens, claims and demands whatsoever which I now have, ever had or hereafter can, shall or may have for or by reason of any cause, matter or thing whatsoever existing to the present time, and particularly and without limiting the generality of the foregoing, of and from all claims and demands of every nature and kind in any way related to or arising from my employment or other engagement with SunOpta, or from any employment agreement between me and SunOpta (express or implied and specifically including the Employment Agreement), or the termination of such employment, engagement or employment agreement, and specifically including all damages, salary, remuneration, commission, vacation pay, overtime pay, termination pay, severance pay, notice of termination, profit-sharing, employee stock options or other equity arrangements, bonus, proceeds of any insurance or disability plans, or any other fringe benefit or perquisite of any kind whatsoever. The payments contemplated by the Executive Agreement are deemed to satisfy all requirements or money owing under all applicable laws including without limitation, Part XV of the Employment Standards Act, 2000 (Ontario).

I acknowledge that the payments referred to in paragraph 1 above will be made for the purposes of fully and finally resolving all possible claims that I might have against SunOpta in respect of my employment with SunOpta and, therefore, in this respect, I covenant and agree not to file any complaint under the Employment Standards Act, 2000 (Ontario), under the Human Rights Code (Ontario), under the Workplace Safety and Insurance Act (Ontario) re-employment provisions, under the Occupational Health & Safety Act (Ontario), under the Pay Equity Act (Ontario), under the Labour Relations Act (Ontario), or pursuant to any other applicable law or legislation governing or related to my employment with SunOpta. For greater certainty, I agree that I am aware of my rights under the Human Right Code (Ontario) and I represent, warrant, and hereby confirm that I am not asserting such rights, alleging that any such rights have been breached, or advancing a human rights claim or complaint. In the event that I hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding or to make any complaint against SunOpta in this respect, this Release may be raised as an estoppel and complete bar to any such action, claim or proceeding. I confirm that I have no right to re-instatement, recall or re-employment with SunOpta and I waive and release all rights I had or may have had in this regard.

I further agree not to make or cause to be initiated any claims (expressly including any cross-claim, counterclaim, third party action or application) against any other person or corporation who might claim contribution or indemnity against the persons or corporations discharged by this Release, but solely with respect to matters covered by this Release.

I agree that the terms and contents of this Release and the payments contemplated in paragraph 1 above shall all remain confidential and shall not be disclosed except to the extent required by law or as otherwise agreed to in writing by SunOpta. I confirm that it shall not be a violation of this paragraph to make disclosure to my immediate family or to my legal or professional advisors.

This Release shall be binding upon me and my heirs, executors and administrators and shall ensure to your benefit and to the benefit of your respective heirs, executors, administrators, successors and assigns.

I acknowledge having had an opportunity to review this Release and to obtain independent legal advice and that the only consideration for this Release is as referred to above. I confirm that no other promises or representations of any kind have been made to me to cause me to sign this Release.

I acknowledge that this Release or the payment of any monies to me by SunOpta, shall not constitute an admission of liability on the part of SunOpta, which liability is denied.

I alone shall be responsible for all tax liability resulting from my receipt of the payments referred to in paragraph 1 as contemplated by the Employment Agreement except to the extent that SunOpta has withheld funds for remittance to statutory authorities. I agree to indemnify and save SunOpta harmless from any and all amounts payable or incurred by SunOpta (or any of you) if it is subsequently determined that any greater amount should have been withheld in respect of income tax, employment insurance, Canada Pension Plan, or any other statutory withholding.