Letter Agreement and Final Release, effective November 5, 2019, between SunOpta Inc. and Robert McKeracher

Accrued Base Salary and Vacation. You will receive all base salary earned by you through the Departure Date and payment for any accrued and unused vacation owed to you, which shall be calculated after the Departure Date and paid out on the following payroll date.

2019 Bonus. Regarding your 2019 Bonus, any resulting payout will be based on the Company’s year-end financial results as stated in the 2019 Short Term Incentive Plan. Such bonus payment, if any, will be paid out to you (i.e. the vesting of the applicable PSUs) in accordance with the normally scheduled payout date for all eligible Company employees under the plan and does not require you to be employed by the Company on the payout date.

Retention Bonus. The 19,207 Restricted Stock Units issued to you on April 5, 2018 (“2018 RSUs”) will immediately vest after your Departure Date, as further described in this paragraph. Within 2 business days of the Departure Date, a true-up will be completed such that the Company will calculate any difference in the market value of the 2018 RSUs as of the grant date and the market value of the 2018 RSUs as of the Departure Date; if the market value of the 2018 RSUs as of the grant date is greater than the market value as of the Departure Date, then the difference will be satisfied, at the Company’s option, through either the issuance to you of additional RSUs or a cash payment (less applicable deductions and withholdings) within two weeks of the Departure Date. Additionally, the 50% cash portion of your retention bonus in the amount of $140,100 (CAD) (less applicable deductions and withholdings) will be paid to you on the first regular payroll date following the Departure Date.

Employment Agreement: Notwithstanding the cessation of your employment and in consideration of the payments and benefits set out in this Agreement, you represent and warrant that you have abided by and you confirm that you will continue to abide by all of the obligations set out in the Employment Agreement.

Return of Property: Upon your Departure Date, you are required to return immediately to SunOpta all of the property of SunOpta in your possession or in the possession of your family or agents including, without limitation, wireless devices and accessories, computer and office equipment, keys, passes, credit cards, customer lists, sales materials, manuals, computer information, software and codes, files and all documentation (and all copies thereof) dealing with the finances, operations and activities of SunOpta, its clients, employees, partners, investors or suppliers.

Non-Disclosure: You will maintain the severance arrangements set out in this Agreement in the strictest confidence and you will not disclose them except to your immediate family, or to your legal or professional advisors (but provided any such person agrees not to disclose such information to any other persons) or to the extent that such disclosure may be required by law.

Confidentiality: You agree you will not use or disclose, without the prior written consent of SunOpta, any trade secrets, confidential or proprietary information of or concerning SunOpta, its affiliates, subsidiaries, directors, officers, employees, customers or suppliers.

Non-Solicitation: You understand and acknowledge that the Company has expended and continues to expend significant time and expense in recruiting and training its employees. You agree not to directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any SunOpta Finance Employee (as hereafter defined) for a period of twelve (12) months from your Departure Date. The foregoing solicitation and recruitment prohibitions shall not apply to generalized solicitations or other non-targeted recruiting efforts. As used herein, “SunOpta Finance Employee” means any person employed by SunOpta that has principal responsibilities in the finance, financial reporting, accounting, treasury and/or tax functions at the Mississauga office.

Release: You will execute and return the Release attached as Schedule "B" hereto, the terms of which are incorporated herein and the delivery of which is a condition of any payment to you by SunOpta.

Co-operation: During the 18-month period following the Departure Date, at SunOpta's request, you agree to cooperate reasonably with SunOpta and its legal advisors in connection with any existing or potential claims, investigations, administrative proceedings, lawsuits and other legal and business matters which arose during your employment or involving SunOpta with respect to which you have knowledge of the underlying facts. The Company will reimburse you for reasonable out of pocket expenses in connection with the cooperation described in this paragraph.

Non-Disparagement: You agree not to take any action or make any statement that criticizes, ridicules, disparages or is derogatory to SunOpta, its affiliates or their employees, services, directors, officers, shareholders, or its financial status, or that damages SunOpta in any of its business relationships, or encourages the making of such statements or the taking of such actions by someone else. SunOpta agrees not to take any action or make any statement that criticizes, ridicules, disparages or is derogatory to you or that damages you with respect to your business relationships (including your relationship with prospective employers), or encourages the making of such statements or the taking of such actions by someone else.

Entire Agreement: This Agreement constitutes the entire agreement between you and SunOpta with reference to any of the matters herein provided or with reference to your engagement, any employment or office with SunOpta or the cessation thereof. All promises, representations, collateral agreements, offers and understandings not expressly incorporated in this Agreement are hereby superseded and have no further effect. For certainty, this Agreement replaces and supersedes any obligation owed to you by SunOpta pursuant to the Employment Agreement.

Full Understanding: By signing this Agreement, you confirm that: (i) you have had an adequate opportunity to read and consider the terms set out herein, including the Release, and that you fully understand them and their consequences; (ii) you have been advised to consult with legal counsel of your choosing and that you have obtained such legal or other advice as you have considered advisable; and (iii) you are signing voluntarily, without coercion, and without reliance on any representation, express or implied, by SunOpta, or by any director, officer, shareholder, employee or other representative of SunOpta; and (iv) this Agreement and any payment referred to herein is not an admission of liability on SunOpta's part.

Taxes: All payments referred to in this Agreement will be less applicable withholdings and deductions (if any) and you shall be responsible for all tax liability resulting from your receipt of the payment and benefits referred to in this Agreement, except to the extent that SunOpta has withheld funds for remittance to statutory authorities.

Severability: You hereby agree that each provision and the subparts of each provision of this Agreement shall be treated as separate and independent clauses, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other provisions of this Agreement (which shall continue to be enforceable).

Governing Law: This Agreement and any claims arising out of this Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, shall in all respects be interpreted, enforced and governed under the internal and domestic laws of such province, without giving effect to the principles of conflicts of laws of such province.

Robert McKeracher

SunOpta Inc., its affiliates, subsidiaries, parents and related organizations and their respective partners, directors, officers, shareholders, employees and agents (collectively "SunOpta")

In consideration of the terms of the letter from SunOpta Inc. to me, Robert McKeracher, dated August 30, 2019 (the "Agreement"), which terms are deemed to be and are accepted by me in full and final satisfaction of the Employment Agreement between SunOpta and me, Robert McKeracher, dated October 10, 2011 (including the Letter Agreement dated March 28, 2018) (the receipt and sufficiency of which consideration are hereby acknowledged) and except for SunOpta's obligations referred to in the Agreement or a claim by me for indemnification of a third party claim for actions taken as a former officer of the Company in accordance with the Indemnity Agreement between myself and SunOpta Inc. dated July 17, 2008, I hereby remise, release and forever discharge SunOpta of and from all manner of actions, causes of action, suits, debts, dues, accounts, bonds, contracts, liens, claims and demands whatsoever which I now have, ever had or hereafter can, shall or may have for or by reason of any cause, matter or thing whatsoever existing to the present time, and particularly and without limiting the generality of the foregoing, of and from all claims and demands of every nature and kind in any way related to or arising from my employment or other engagement with SunOpta, or from any employment agreement between me and SunOpta (express or implied and specifically including the Employment Agreement), or the termination of such employment, engagement or employment agreement, and specifically including all damages, salary, remuneration, commission, vacation pay, overtime pay, termination pay, severance pay, notice of termination, profit-sharing, employee stock options or other equity arrangements, bonus, proceeds of any insurance or disability plans, or any other fringe benefit or perquisite of any kind whatsoever, excluding any compensation arrangement for advisory services that may be agreed upon between myself and the Company after the date of this Release. The payments contemplated by the Agreement are deemed to satisfy all requirements or money owing under all applicable laws including without limitation, Part XV of the Employment Standards Act, 2000 (Ontario).

I acknowledge that the payments referred to in paragraph 1 above will be made for the purposes of fully and finally resolving all possible claims that I might have against SunOpta in respect of my employment with SunOpta and, therefore, in this respect, I covenant and agree not to file any complaint under the Employment Standards Act, 2000 (Ontario), under the Human Rights Code (Ontario), under the Workplace Safety and Insurance Act (Ontario) re-employment provisions, under the Occupational Health & Safety Act (Ontario), under the Pay Equity Act (Ontario), under the Labour Relations Act (Ontario), or pursuant to any other applicable law or legislation governing or related to my employment with SunOpta. For greater certainty, I agree that I am aware of my rights under the Human Right Code (Ontario) and I represent, warrant, and hereby confirm that I am not asserting such rights, alleging that any such rights have been breached, or advancing a human rights claim or complaint. In the event that I hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding or to make any complaint against SunOpta in this respect, this Release may be raised as an estoppel and complete bar to any such action, claim or proceeding. I confirm that I have no right to re-instatement, recall or re-employment with SunOpta and I waive and release all rights I had or may have had in this regard.

I further agree not to make or cause to be initiated any claims (expressly including any cross- claim, counterclaim, third party action or application) against any other person or corporation who might claim contribution or indemnity against the persons or corporations discharged by this Release, but solely with respect to matters covered by this Release.

I agree that the terms and contents of this Release and the payments contemplated in paragraph 1 above shall all remain confidential and shall not be disclosed except to the extent required by law or as otherwise agreed to in writing by SunOpta. I confirm that it shall not be a violation of this paragraph to make disclosure to my immediate family or to my legal or professional advisors.

This Release shall be binding upon me and my heirs, executors and administrators and shall ensure to your benefit and to the benefit of your respective heirs, executors, administrators, successors and assigns.

I acknowledge having had an opportunity to review this Release and to obtain independent legal advice and that the only consideration for this Release is as referred to above. I confirm that no other promises or representations of any kind have been made to me to cause me to sign this Release.

I acknowledge that this Release or the payment of any monies to me by SunOpta, shall not constitute an admission of liability on the part of SunOpta, which liability is denied.

I alone shall be responsible for all tax liability resulting from my receipt of the payments referred to in paragraph 1 as contemplated by the Employment Agreement except to the extent that SunOpta has withheld funds for remittance to statutory authorities. I agree to indemnify and save SunOpta harmless from any and all amounts payable or incurred by SunOpta (or any of you) if it is subsequently determined that any greater amount should have been withheld in respect of income tax, employment insurance, Canada Pension Plan, or any other statutory withholding.

/s/ Robert McKeracher

Witness