X0306 4 2020-07-10 0 0000351834 SunOpta Inc. STKL 0001730700 Whitehair Chris 7301 OHMS LANE SUITE 600 EDINA MN 55439 0 1 0 0 SVP Supply Chain Performance Stock Units 2020-07-10 4 A 0 20851 0.00 A Common Shares 20851 20851 D Stock Option (Right to Buy) 4.73 2020-07-10 4 A 0 50639 0.00 A 2030-07-10 Common Shares 50639 50639 D Each Performance Stock Unit represents a contingent right to receive one share of STKL common stock. The reporting person was granted performance stock units (the "Performance Units") on July 10, 2020. The vesting of the Performance Units is subject to the satisfaction of certain fiscal year EBITDA achieved during the period commencing on the grant date and ending on December 31, 2022 (the "Performance Period"). For the EBITDA performance conditions, 1/3 of the Performance Units will vest upon the Company achieving annual adjusted EBITDA of $80,000,000, another 1/3 will vest upon the Company achieving annual adjusted EBITDA of $100,000,000, and the final 1/3 will vest upon the Company achieving annual adjusted EBITDA of $110,000,000 during the Performance Period, and subject to continued employment through the end of the fiscal year the EBITDA performance condition is achieved. The Performance Stock Units do not have an expiration date. The Stock Options vest in three equal annual installments beginning on July 10, 2021, subject to the continued employment of the reporting person through each such vesting date. /s/ Jill Barnett, attorney-in-fact 2020-07-14