X0306 4 2019-06-14 0 0000351834 SunOpta Inc. STKL 0001701397 Duchscher Robert 7301 OHMS LANE SUITE 600 EDINA MN 55439 0 1 0 0 Chief Information Officer Performance Stock Units 2019-06-14 4 A 0 45226 0.00 A Common Shares 45226 45226 D Each Performance Stock Unit represents a contingent right to receive one share of STKL common stock. The Performance Stock Units vest based upon the Company's Adjusted EBITDA as publicly reported by the Company in its Annual Report on Form 10-K for its 2019 fiscal year. If the Company's Adjusted EBITDA is less than $20.9 million, none of the performance units will vest. If 2019 Adjusted EBITDA is greater than $20.9 million, a percentage of the performance units, ranging from 33% to 100%, will vest in accordance with a vesting table. The vested amount increases by one percentage point for each level of Adjusted EBITDA achieved, as specified in the vesting table. If the Company's Adjusted EBITDA is greater than or equal to $38.4 million, all of the performance units will vest. Vesting is also subject to continued employment of the reporting person during the 2019 fiscal year. The Performance Stock Units do not have an expiration date. /s/ Jill Barnett, attorney-in-fact 2019-06-18