X0206 3 2019-04-01 0 0000351834 SunOpta Inc. STKL 0001772678 Ennen Joseph 7301 OHMS LANE SUITE 600 EDINA MN 55439 1 1 0 0 CEO Common Shares 4000 D Performance Stock Units Common Shares 892857 D Performance Stock Units Common Shares 892857 D Restricted Stock Units Common Shares 297619 D Stock Option (Right to Buy) 3.36 2022-04-01 2032-04-01 Common Shares 960061 D The reporting person was granted 892,857 performance stock units (the "Special Performance Units") as of April 1, 2019. The vesting of the Special Performance Units is subject to (i) the reporting person's continued employment with the Company through December 31, 2022 (the "Performance Period"); and (ii) the satisfaction of certain fiscal year EBITDA performance conditions during the Performance Period. For the EBITDA performance conditions, 297,619 of the Special Performance Units will vest upon the Company achieving annual adjusted EBITDA of $80,000,000, another 297,619 will vest upon the Company achieving annual adjusted EBITDA of $110,000,000, and the final 297,619 will vest upon the Company achieving annual adjusted EBITDA of $140,000,000, 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. Performance Stock Units convert into common shares on a one-for-one basis. The reporting person was granted 892,857 performance stock units (the "Special Performance Units") as of April 1, 2019. The vesting of the Special Performance Units is subject to (i) the reporting person's continued employment with the Company through December 31, 2022 (the "Performance Period"); and (ii) the satisfaction of certain stock price performance conditions during the Performance Period. For the stock price performance conditions, 297,619 of the Special Performance Units will vest upon achieving a volume weighted average trading stock price of $5.00 per share, another 297,619 will vest upon achieving a stock price of $9.00 per share, and the final 297,619 will vest upon achieving a stock price of $14.00 per share, in each case for 20 consecutive trading days and subject to continued employment through the date the stock price performance condition is achieved. The Restricted Stock Units vest in three equal annual installments beginning on April 1, 2020. The Restricted Stock Units do not have an expiration date. Restricted Stock Units convert into common shares on a one-for-one basis. Exhibit List Exhibit 24: Power of Attorney /s/ Jill Barnett, attorney-in-fact 2019-04-11