2021

Short Term Incentive Plan

2021 SHORT TERM INCENTIVE PLAN

The following are the terms of the SunOpta Inc. (the "Company") 2021 Short Term Incentive Plan (the "STIP" or "Plan") for certain employees of the Company and its subsidiaries and affiliates. References to the "Company" shall be deemed to refer instead to a subsidiary or affiliate as the context requires for a particular employee, employed by such subsidiary or affiliate.

1. Purpose.

The purpose of the STIP is to establish goal alignment across the Company and recognize individual impact on organizational performance. The STIP is designed to focus employees on desired behaviors and link the short-term incentive with demonstrated results.

2. Eligibility.

Participation of the Company's employees in the STIP will be determined by the Company in its sole discretion, and employment by the Company does not automatically entitle an employee to participate. Eligibility for the STIP is limited to regular full-time employees of the Company and its subsidiaries and affiliates who are part of the office job grade structure as determined by the Company (collectively, the "Employees" or "Participants"). Newly hired Employees who meet the criteria for participation are eligible to earn a pro-rated bonus based on their date of hire through the end of the applicable fiscal year, except that employees hired after October 31^st of fiscal year 2021 will not be eligible to participate in the STIP until the following fiscal year.

For 2021, the STIP program will consist of one company plan. Participants in the plan will be assigned into one of two groups.  Participants with a job grade of 17-25 will be assigned to an equity group that will be granted Performance Share Units (PSUs) in March 2021, with a 1-year vesting period.  The percentage of shares that vest will be determined by 2021 Adjusted EBITDA, noted in the payout tables below.  Participants in job grades 11-16 will be assigned to a cash group.  The cash group will receive their STIP payout (if earned) via a cash payment made through payroll, in March or April 2021. Participants must be employed at the time of the bonus payout or share vesting to receive it, except as provided in Section 11 or as otherwise required by law.

3. Target Bonus.

The Company will assign to each Participant a target bonus expressed as a percentage of the Participant's earnings during the fiscal year as calculated by the Company. For this purpose, earnings refer to the base salary for exempt Employees. For non-exempt Employees earnings are regular, PTO, overtime, or double time earnings paid during the year. In the event an Employee experiences a change in position or target percentage during the year, a manual prorated calculation will be administered. The target bonus percentage varies by level of responsibility within the Company. The Human Resources Department maintains the list of Participants and their target bonus percentages. Target bonus percentages for executive officers and other Participants who are members of the "Senior Leadership Team" as identified by the Compensation Committee of the Company's Board of Directors (the "Compensation Committee") will be established by the Compensation Committee. For cash Participants, the target bonus for each Participant (the "Target Bonus") is determined by multiplying the Employee's earnings during the fiscal year by the target bonus percentage.  For equity Participants, the Target Bonus for each Participant is determined by multiplying the Employee's base salary as of the beginning of the fiscal year by the target bonus percentage.  For Equity Participants who receive a STIP target change during the year, due to promotion or other reasoning, their Performance Shares will be pro-rated to account for the change in target.  Similarly, Cash Participants who receive a STIP target change during the year, due to promotion or other reasoning, will have their STIP payout pro-rated based on the time worked while at each STIP target.  Participants in the equity plan who begin employment after January 1, 2021 will have their PSU grant pro-rated based on how many days they are expected to work in the 2021 fiscal year based on their start date.

An employees' target bonus payment is comprised of 2 main components. The first component, or corporate component, is dependent on Company Adjusted EBITDA and is 50% of the target bonus.  An Employee may earn up to 200% payout with regards to the corporate component. The second component, or individual component is dependent on the achievement of the Employee's defined performance objectives for the 2021 year and is 50% of the target bonus. Based on his/her/their individual performance, an Employee may receive anywhere between 0-100% of the individual component payout.  The individual component payout cannot exceed the corporate component payout.  Additionally, if the Employee is recognized as a top performer by the Senior Leadership Team, the Employee may receive a discretionary amount that can bring his/her/their total payout to a maximum of 200% of target. 

4. Minimum Thresholds and Modifications.

(a) Minimum Thresholds.  For fiscal 2021, notwithstanding any provision in the Plan, no bonuses (annual or quarterly) will be paid for the respective plan if:

(1) For the plan, Gross Adjusted EBITDA for the 2021 fiscal year is less than $70.65M USD

(b) Modification of Bonus Amounts.

(1) Modifications due to Bonus Pool.  The STIP is funded through the creation of a bonus pool established by the Compensation Committee based on the Company's performance, and the Company may reduce any bonus payouts under the Plan proportionally in the event the total bonus calculations under the Plan of the Company exceed the bonus pool.  Furthermore, if the total bonus calculations under the Plan are less than the bonus pool, the surplus shall, in the judgment of the Board of Directors, be retained by the Company in full or in part or allocated in a manner determined by the Board of Directors, which may include disproportionate allocations to some Participants in the discretion of the Board of Directors.  In the event of a surplus, the Compensation Committee, with respect to Participants who are members of the Senior Leadership Team, and the Plan Administrator, with respect to other Participants, shall make recommendations to the Board of Directors with respect to bonus payments from the surplus, and the Board of Directors shall make all determinations with respect to any payments from the surplus.     

5. Performance Targets; Payout.

For Participants, payouts under the STIP will be based on the level of achievement of Company Adjusted EBITDA determined in accordance with Section 5(a). The annual bonus amount paid under the STIP to a Participant shall be equal to the Participant's Target Bonus multiplied by the Company Adjusted EBITDA Payout Factor, all as calculated in accordance with (including definitions set forth in) this Section 5 and subject to any adjustment pursuant to the terms of the Plan.

(a) Company Adjusted EBITDA. The "Company Adjusted EBITDA Payout Factor" shall be determined under the table below based on Company Adjusted EBITDA for the fiscal year as a percentage of Company Adjusted EBITDA as set forth in the base budget approved by the Board of Directors for the fiscal year:

Company Adjusted EBITDA:

If Company Adjusted EBITDA is between any two adjacent data points set forth in the first column of the above table, the Company Adjusted EBITDA Payout Factor shall be determined by interpolation between the corresponding data points in the second column of the table as follows: the difference between Company Adjusted EBITDA and the next lower data point in the first column shall be divided by the difference between the next higher data point and the next lower data point in the first column, the resulting fraction shall be multiplied by the difference between the two corresponding data points in the second column of the table, and the resulting product shall be added to the lower corresponding data point in the second column of the table, with the resulting sum being the Company Adjusted EBITDA Payout Factor.

"Company Adjusted EBITDA" for a fiscal year shall be operating income plus depreciation, amortization and stock-based compensation, as calculated by the Company based on the Company's audited financials and consistent with the Company's calculation of Adjusted EBITDA as a non-GAAP financial measure reported to its shareholders, subject to adjustment in accordance with this Section 5(a). Adjustments to Adjusted EBITDA may be made by the Board of Directors in the event of the occurrence of unusual, extraordinary, non-recurring or other circumstances that, in the judgment of the Board of Directors, would cause the application of the existing performance goals or measures to fail to fairly reflect the performance of the Company. These circumstances may include acquisitions, divestitures, joint ventures, regulatory developments, tax law changes, accounting changes, restructuring or other special charges, and other occurrences.

"Adjusted EBITDA" equals operating income (excluding management fees for all purposes of the calculation) plus depreciation, amortization and stock-based compensation, as calculated by the Company based on audited financials and consistent with the Company's calculation of EBITDA as a non-GAAP financial measure reported to its shareholders, subject to adjustment in accordance with this Section 5(a).  Adjustments to the Adjusted EBITDA may be made by the Board of Directors in the event of the occurrence of unusual, extraordinary, non-recurring or other circumstances that, in the judgment of the Board of Directors, would cause the application of the existing performance goals or measures to fail to fairly reflect the performance of the business unit. These circumstances may include acquisitions, divestitures, joint ventures, regulatory developments, tax law changes, accounting changes, restructuring or other special charges, and other occurrences.

In addition to the corporate component adjusted EBITDA metric, STIP payout is dependent upon an individual component.  A Participant can receive 0-100% of this component based on the achievement of the Participant's established goals for the year, as well as his/her/their overall individual performance. The individual component payout cannot exceed the corporate component payout.  Together, the components cannot exceed a payout of more than 150% of a Participant's target payout. 

A Participant can receive an additional, discretionary amount, if the Participant is determined to be a top performer by the Senior Leadership Team. If the Participant receives the discretionary portion, the total payout of the Participant's bonus cannot exceed 200% of the Participant's target.  For equity Participants, the maximum payout would be 100% vesting of the PSUs and a 100% of target cash payout. 

6. Determination of Achievement of Performance Targets.

Following completion of the Company's audited financial statements, the Compensation Committee will review the level of achievement of Company Adjusted EBITDA and the Company Adjusted EBITDA Payout Factor. The Board of Directors shall make the final determination of all bonus payments.

7. Payment Date.

The payment of annual bonuses under the STIP will be made in cash (net of withholding) on a date selected by the Company after the Company's financial statement audits are completed (each a "Payment Date") to Participants who remain employed by the Company on the Payment Date, except as provided in Section 11(a) or as otherwise required by law.  Employees must be employed at the time of the bonus payout in order to receive the payout.  The vesting of the Performance Shares for Participants on the equity plan will occur 1 year after the grant date of the award, except for grants completed in October 2021, for employees who started at SunOpta after the initial grant date.  Those shares will also vest, pending performance, on March 31, 2022. SunOpta may withhold or sell Performance Shares at vesting to cover any taxes due, and Employees will be able to sell or hold the net shares at their discretion.

8. Administration and Interpretations of the STIP.

The STIP shall be administered by the Company's Chief Executive Officer (the "Plan Administrator") except to the extent that the STIP provides that certain actions shall be taken by the Compensation Committee.  The Compensation Committee shall have full authority to interpret the STIP. The STIP may be amended in whole or in part from time to time, or terminated in its entirety at any time, by the Compensation Committee.

9. New Hires; Promotions; Leaves of Absence.

An individual who is hired into a position that participates in the STIP may be eligible for a bonus award provided that (a) he/she/they have been employed full-time since October 31 of that fiscal year as provided in Section 2 and (b) any annual bonus will reflect earnings during the portion of the fiscal year the Participant was employed.  Unless otherwise adjusted by the Plan Administrator or, in the case of the Company's executive officers and other members of the Senior Leadership Team, by the Compensation Committee, mid-year promotions that change a Participant's Target Bonus will be weighted based on the number of days at each Target Bonus level.  Except as required by law, if a Participant is on an approved leave of absence, no annual bonus will be paid to the Participant unless and until the Participant returns to work and any annual bonus will be reduced to reflect a prorated amount by multiplying the annual bonus that would otherwise be paid by a ratio with the numerator equal to the number of dates in the fiscal year the Participant was employed and not on leave and the denominator equal to 365. 

10. Transfers.

Unless otherwise adjusted by the Plan Administrator or, in the case of the Company's executive officers and other members of the Senior Leadership Team, by the Compensation Committee, a Participant who transfers his/her/their employment within the Company from a position that is not eligible to participate in the STIP to a position that is eligible to participate in the STIP (or vice versa) shall have his/her/their bonus calculated under the STIP based on the time spent in the STIP eligible position, and the Participant's bonus will be based on the STIP full year performance, prorated based upon the period the Participant was employed in the STIP eligible position.

11. Termination of Employment. 

(a) Death or Disability.  For a Participant whose employment is terminated due to death or Total Disability, the Participant shall be paid his/her/their bonus based on the Participant's earnings during the portion of the year the Participant was employed.  In the event of death, the payment will be made to the Participant's designated beneficiary or estate. Such bonus payment shall be made on the Payment Date for the Plan year in which the death or disability occurs. The term "Total Disability" means a mental or physical impairment which is expected to result in death or which has lasted or is expected to last for a continuous period of 12 months or more and which causes the Participant to be unable, in the opinion of the Company, to perform his/her/their duties as an employee or officer of the Company.  Total Disability shall be deemed to have occurred on the first day after the Company has made a determination of Total Disability. For equity Participants, the Participant shall not be entitled to receive any shares with respect to any PSUs as to which the applicable EBITDA hurdle vesting requirements have not been satisfied as of the employment termination date.  Once the STIP components have been confirmed to have met the applicable performance metrics, share vesting will occur.

(b) Other Terminations. Except as expressly provided in Section 11(a) and as otherwise required by law, termination of employment by a Participant or termination of a Participant's employment by the Company for any reason or no reason shall result in no bonus payment for the fiscal year in which such termination occurs and, if such termination occurs before the Payment Date for the prior plan year, forfeiture of any bonus for such year.

12. Clawback. 

Notwithstanding any provision in the Plan to the contrary, all compensation paid to a Participant pursuant to the Plan is 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 as may be made pursuant to such policy, law, government regulation, or stock exchange listing requirement, all as determined by the Compensation Committee. The Company's current clawback policy is subject to revision by the Compensation Committee at any time and from time to time.

13. General Provisions.

(a) Withholding of Taxes; 409A. The Company shall have the right to withhold the amount of taxes, which it determines is required to be withheld under law with respect to any amount payable under this STIP. For US employees, each bonus under the STIP is intended to be treated as a short-term deferral for purposes of Section 409A of the United States Internal Revenue Code of 1986, as amended, and the STIP shall be interpreted in a manner consistent with such intent.  For employees with vesting Performance Shares, the Company shall withhold shares from each Participant to cover the income tax due at the time of the share vesting.

(b) No Prior Right or Offer. Except and until expressly granted pursuant to the STIP, nothing in this STIP shall be deemed to give any Employee any contractual or other right to participate in the benefits of the STIP. No award to any such Participant in any Plan period shall be deemed to create a right to receive any award or to participate in the benefits of the STIP in any subsequent year.

14. Limitations.

(a) No Continued Employment. Neither the establishment of the STIP nor the grant of an award hereunder shall be deemed to constitute an express or implied contract of employment with any Participant for any period of time, or change an Employee's "at will" status, or in any way abridge the rights of the Company to determine the terms and conditions of employment or to terminate the employment of any Employee with or without cause, at any time.

(b) Not Part of Other Benefits. The benefits provided in this STIP shall not be deemed a part of any other benefit provided by the Company to its employees. The Company assumes and shall have no obligation to Participants except as expressly provided in this STIP.

2021

Long Term Incentive Plan

Summary

2021 LONG TERM INCENTIVE PLAN

Executive Summary

Under the Amended 2013 Stock Incentive Plan (Plan), SunOpta Inc. (Company) is authorized to issue a variety of forms of equity awards, including stock options, Restricted Stock Units (RSUs) and Performance Share Units (PSUs).  The use of a combination of forms of equity, such as stock options, RSUs or PSUs, is expected to better align management with the interests of shareholders. 

SunOpta's Compensation Committee (Committee) has adopted a long-term incentive program customized to align with business strategy, and the need to recruit, retain, and motivate outstanding executive talent.  The following are the key features for the Long Term Incentive Program for 2021 (LTIP):

• Reward long-term performance by providing an opportunity for leadership to share in long-term success
• Align leadership interests with shareholder interests
• Retain and engage our top talent
• Accordingly, the 2021 LTIP awards have three components
  • Performance Share Units
  • Stock Options
  • Restricted Stock Units
• Performance Share Units:  Each participant will be granted an award for a specified number of PSUs, with the actual number of shares issued to the participant to be determined based on the Company's Total Shareholder Return (TSR) performance relative to the identified Russell 3000 Food and Beverage companies (58 total) as calculated below and the participant's continued employment through the vesting date, which is April 15, 2024.
  • A percentage of the PSUs shall vest on the vesting date upon achievement of the applicable performance hurdle in accordance with the table below.

• Achievement of the performance 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, 2023. 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 prior to the calculation timeframe shall be excluded from the beginning and ending calculation (e.g. acquired companies and financial distressed companies). Performance is interpolated between scale points (between threshold and target, target and 75^th, and 75^th and maximum).

• Stock Options:  Each participant will be granted an option to purchase a specified number of shares of common stock, exercisable after it is vested, with the exercise price established at the time of grant.  Stock options have ratable vesting and vest in one-third increments on the anniversary of the grant date, subject to continued employment.  The options may be exercised any time after vesting until 10 years after the grant date.
• Restricted Stock Units.  Each participant will be granted an award for a specified number of RSUs, with vesting of one-third of the RSUs on each of the first three anniversaries of the grant date, subject to continued employment.

The remainder of this summary document provides details regarding this strategy.

I. Purpose of Awards

The purpose of the LTIP is to align the interests of our executives and general leadership with those of our shareholders by rewarding leadership for creating shareholder value over the long term, requiring and expanding stock ownership, and assisting with attracting and retaining outstanding talent.

The Committee intends for the equity awards made in 2021 to the Senior Leadership Team and other leadership positions to represent one year of long-term incentive compensation.

II. Allocation of Awards

The LTIP provides flexibility for the Committee to customize the grants under the LTIP to align with the strategies of the organization.  The Committee will determine an LTIP percentage for each participant, and this percentage will be multiplied by the participant's current annual salary at the time of grant to determine the participant's Target LTIP Amount.

Senior Leadership Team

For 2021, the Committee has selected the following allocation of LTIP awards to members of the Senior Leadership Team:

• 50% of the LTIP award in the form of PSUs,
• 25% of the LTIP award in the form of stock options, and
• 25% of the LTIP award in the form of RSUs*.

*Members of the Senior Leadership team are given the choice to exchange 100% or 50% of their RSUs for additional stock options, at a ratio of 3:1 stock options to RSUs.

Other Leadership

For 2021, the Committee has selected the following allocation for LTIP awards to other leadership positions who are not members of the Senior Leadership Team, with awards having the same vesting applicable to awards to the Senior Leadership Team:

• 33% of the LTIP award in the form of PSUs,
• 33% of the LTIP award in the form of stock options, and

• 33% of the LTIP award in the form of RSUs.

All awards are subject to the terms of the Plan and the applicable award agreements. 

Stock Options

Stock options are awarded with an exercise price equal to the closing price of the common stock on April 15, 2021, the grant date of the award.  The options have three-year ratable vesting in order to encourage retention, with 1/3 of the options vesting on each anniversary of the grant date, subject to continued employment.  Stock options may be exercised any time after vesting until 10 years after the grant date, subject to the terms of the applicable option agreement.

Performance Share Units

PSUs represent a right to receive stock if the Company achieves the designated performance hurdle as noted in the Executive Summary and the participant remains employed by the Company through the vesting date.  Achievement of the performance 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, 2023. The number of shares actually issued to a participant will vary based on achievement of the performance hurdle after the calculation is completed and may be zero.  If the 25^th percentile performance hurdle is not met, none of the PSUs will vest.  If the 25th percentile performance hurdle is met, only 25% of the PSUs will vest.  If the 50th percentile performance hurdle is met, 100% of the PSUs will vest.  If the 90th percentile or above performance hurdle is met, 200% of the PSUs will vest. Performance shall be interpolated between the hurdles if the 25^th percentile performance hurdle is met (i.e. between 25th and 50th percentile, 50th and 75th percentile, and 75th and 90th percentile). 

Restricted Stock Units

RSUs represent a right to receive stock, with shares of stock transferred to a participant following the applicable vesting date based on continued employment until that vesting date.  The RSUs encourage retention and vest in equal annual installments during the three-year period following the grant date.

Grant Eligibility

Participation in the LTIP as a member of the Senior Leadership Team will be determined by the Committee, taking into account the recommendations of the CEO.  Subject to approval by the Committee, the CEO will determine all other leadership participants, in consultation with members of the Senior Leadership Team.

Individuals who become eligible for participation in the LTIP after the annual grant may, at the discretion of the Committee, participate on a pro-rata basis. 

III. Termination of Employment

The Amended 2013 Stock Incentive Plan and the applicable award agreements set forth treatment of the awards upon termination of employment.  The following is a summary of those provisions:

Stock Options

• General Rule. Except as provided below, options may not be exercised unless at the time of exercise the optionee is employed by the Company and shall have been so employed or provided such service continuously since the grant date.
• Termination Generally.  If employment by the Company is terminated for any reason (except under certain circumstances following a Change in Control (as defined in the Plan)), all unvested options will be forfeited.  If employment by the Company is terminated for any reason other than because of Total Disability or death or following a Change in Control as provided below, vested but unexercised options at the date of termination may be exercised at any time before the expiration date applicable to the option or the expiration of 30 days after the date of termination, whichever is the shorter period.
• Termination Because of Total Disability.  If employment by the Company is terminated because of Total Disability, vested but unexercised options at the date of termination may be exercised at any time before the expiration date applicable to the option or before the date 12 months after the date of termination, whichever is the shorter period.  The term "Total Disability" means a mental or physical impairment which is expected to result in death or which has lasted or is expected to last for a continuous period of 12 months or more and which causes the optionee to be unable, in the opinion of the Company, to perform his or her duties as an employee of the Company. 
• Termination Because of Death.  If employment by the Company is terminated due to death, vested but unexercised options may be exercised at any time before the applicable expiration date or before the date 12 months after the date of death, whichever is the shorter period, but only by the person or persons to whom the optionee's rights under the option 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.
• Termination following a Change in Control. Options will vest if a Change in Control occurs and at any time within 12 months after the Change in Control, the participant's employment is terminated by the Company (or its successor) without Cause (as defined in the award agreement) or the participant's employment is terminated by the optionee for Good Reason (as defined in the award agreement), provided that the participant executes and delivers a release of claims in accordance with the award agreement.  Options that become vested in accordance with this provision may be exercised at any time before the expiration date of the option or the expiration of 45 days after the employment termination date, whichever is the shorter period.
• Failure to Exercise Option.  To the extent that following termination of employment, an option is not exercised within the applicable periods described above, all further rights to purchase shares pursuant to the option shall cease and terminate.

PSUs

• Termination for Any Reason.  If employment by the Company is terminated for any reason, all unvested PSUs will be forfeited, except as summarized below in the event of death or Total Disability or following a Change in Control. 
• Termination Because of Total Disability. If employment with the Company is terminated at any time prior to vesting date because of Total Disability, any unvested PSUs as to which the applicable performance hurdle vesting requirements have been satisfied as of the employment termination date shall immediately vest as of the employment termination date and any such PSUs that so vest shall be settled in accordance with the terms of the award agreement. In this case, determination of achievement of the performance hurdle will be calculated by taking 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 the employment termination date.  A participant shall not be entitled to receive any shares with respect to any PSUs as to which the applicable performance hurdle vesting requirements have not been satisfied as of the employment termination date. 

• Termination Because of Death. If employment by the Company is terminated at any time prior to vesting because of death, any unvested PSUs as to which the applicable performance hurdle requirements have been satisfied as of the date of death shall immediately vest and any such PSUs that so vest shall be settled in accordance with the terms of the award agreement.  In this case, determination of achievement of the performance hurdle will be calculated by taking 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 the participant's date of death.  A participant's beneficiaries shall not be entitled to receive any shares with respect to any PSUs as to which the applicable performance hurdle vesting requirements have not been satisfied as of date of death.
• Termination following a Change in Control.  If a Change in Control occurs and the participant's employment with the Company is terminated by the Company (or its successor) without Cause or by the participant with Good Reason at any time within 12 month following the Change in Control and prior to vesting date, any unvested PSUs as to which the applicable performance hurdle vesting requirements have been satisfied as of the date of the Change in Control shall immediately vest as of the date of employment termination and any such PSUs that vest in accordance with this provision shall be settled in accordance with the terms of the award agreement, provided that the participant executes and delivers a release of claims in accordance with the award agreement.  In this case, determination of achievement of the performance hurdle will be calculated by taking 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 the Change in Control.  The participant will not be entitled to receive any shares with respect to any PSUs as to which the applicable performance hurdle vesting requirements have not been satisfied as of the Change in Control.

RSUs

• Termination Generally.  If employment by the Company is terminated for any reason, including death or disability, all unvested RSUs will be forfeited, except as described below in certain circumstances following a Change in Control. 
• Termination following a Change in Control. RSUs will vest if a Change in Control occurs and at any time within 12 months after the Change in Control, the participant's employment is terminated by the Company (or its successor) without Cause or the participant's employment is terminated by the participant for Good Reason, provided that the participant executes and delivers a release of claims in accordance with the award agreement.

IV. Terms and Conditions

PSUs, RSUs and stock options and any stock issued pursuant to such awards 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.

This document is a summary only and does not include all of the terms and conditions of the awards under the LTIP.  The LTIP awards are governed by the terms of the Amended 2013 Stock Incentive Plan and applicable award agreements and not by this summary. 

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, Joseph D. Ennen, certify that:

/s/ Joseph D. Ennen

Joseph D. Ennen

Chief Executive Officer
SunOpta Inc.

Date: November 10, 2021

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, Scott Huckins, certify that:

/s/ Scott Huckins

Scott Huckins

Chief Financial Officer
SunOpta Inc.

Date:  November 10, 2021

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 October 2, 2021 as filed with the Securities and Exchange Commission (the "Report"), I, Joseph D. Ennen, Chief Executive Officer of the Company, and I, Scott Huckins, 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:  November 10, 2021

/s/ Joseph D. Ennen
Joseph D. Ennen

Chief Executive Officer
SunOpta Inc.

/s/ Scott Huckins
Scott Huckins
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.