X0306 4 2017-02-06 0 0000351834 SunOpta Inc. STKL 0001563683 COLO DAVID 7301 OHMS LANE SUITE 600 EDINA MN 55439 1 1 0 0 President and CEO Restricted Stock Units 2017-02-06 4 A 0 50000 0.00 A common shares 50000 50000 D Stock Option (Right to Buy) 7.00 2017-02-06 4 A 0 473940 0.00 A 2027-02-06 common shares 473940 523940 D Performance Stock Units 2017-02-06 4 A 0 277780 0.00 A common shares 277780 801720 D Each Restricted Stock Unit represents a contingent right to receive one share of STKL common stock. The Restricted Stock Units vest in three equal annual installments beginning on February 6, 2018. The Restricted Stock Units do not have an expiration date. The Stock Options will vest, if at all, on February 6, 2020 based upon (i) the reporting person's continued employment with SunOpta Inc. and (ii) meeting the following stock performance conditions for 20 consecutive trading days: one-third of the Stock Options eligible to vest upon achieving a stock price of $11.00, one-third of the Stock Options eligible to vest upon achieving a stock price of $14.00, and one-third of the Stock Options eligible to vest upon achieving a stock price of $18.00. Each Performance Stock Unit represents a contingent right to receive one share of STKL common stock. The Performance Stock Units will vest, if at all, on February 6, 2020 based upon (i) the reporting person's continued employment with SunOpta Inc. and (ii) meeting the following stock performance conditions for 20 consecutive trading days: one-third of the Performance Stock Units eligible to vest upon achieving a stock price of $11.00, one-third of the Performance Stock Units eligible to vest upon achieving a stock price of $14.00, and one-third of the Performance Stock Units eligible to vest upon achieving a stock price of $18.00. The Performance Stock Units do not have an expiration date. /s/ David J. Colo 2017-02-08