X0206 3 2019-09-03 0 0000351834 SunOpta Inc. STKL 0001787240 Huckins Scott E. 7301 OHMS LANE SUITE 600 EDINA MN 55439 0 1 0 0 CFO Common Shares 0 D Restricted Stock Units Common Shares 173319 D Stock Option (Right to Buy) 2.38 2029-09-03 Common Shares 262182 D Performance Stock Units Common Shares 173319 D Performance Stock Units Common Shares 173319 D The Restricted Stock Units vest in three equal annual installments beginning on September 3, 2020, subject to the continued employment of the reporting person through each such vesting date. The Restricted Stock Units do not have an expiration date. Each Restricted Stock Unit represents a contingent right to receive one share of STKL common stock. The Company granted the reporting person 262,182 time-based stock options (the "Special Stock Options") as of September 3, 2019. The vesting of the Special Stock Options is subject to the reporting person's continued employment with the Company through September 3, 2022. The reporting person was granted 173,319 performance stock units (the "Special Performance Units") as of September 3, 2019. The vesting of the Special Performance Units is subject to (i) the satisfaction of certain fiscal year EBITDA and (ii) the reporting person's continued employment with the Company through the applicable vesting date. For the EBITDA performance conditions, 57,773 of the Special Performance Units will vest upon the Company achieving annual adjusted EBITDA of $80,000,000, another 57,773 will vest upon the Company achieving annual adjusted EBITDA of $110,000,000, and the final 57,773 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. Each Performance Stock Unit represents a contingent right to receive one share of STKL common stock. The reporting person was granted 173,319 performance stock units (the "Special Performance Units") as of September 3, 2019. The vesting of the Special Performance Units is subject to (i) the satisfaction of certain stock price performance conditions and (ii) the reporting person's continued employment with the Company through the applicable vesting date. For the stock price performance conditions, 57,773 of the Special Performance Units will vest upon achieving a volume weighted average trading stock price of $5.00 per share, another 57,773 will vest upon achieving a stock price of $9.00 per share, and the final 57,773 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. Exhibit List Exhibit 24: Power of Attorney /s/ Jill Barnett, attorney-in-fact 2019-09-09