SUNOPTA INC. EMPLOYEE STOCK PURCHASE PLAN

EMPLOYEE STOCK PURCHASE PLAN
Amended  May 7, 2009

     This Employee Stock Purchase Plan (the “Plan”) was approved by the Board of Directors (the “Board”) of SunOpta Inc. (“the Company”), on May 7, 2003, and by shareholders on June 18, 2003, at which time 1,000,000 shares of Common Stock were reserved for the grant of options under the Plan. Subject to shareholder approval, the addition to the Plan of 2,000,000 shares of Common Stock was approved by the Board of Directors on March 5, 2009.

1. Purpose. The purpose of the Plan is to provide Employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Code. The provisions of the Plan shall, accordingly, be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code.

2. Definitions.

(a) "Board" shall mean the Board of Directors of the Company, or a committee of the Board of Directors named by the Board to administer the Plan.

(b) "Code" shall mean the United States Internal Revenue Code of 1986, as amended.

(c) "Common Stock" shall mean common shares without par value, of the Company.

(d) "Company" shall mean SunOpta Inc.

(e) "Compensation" shall mean an Employee’s regular wages or base salary received from the Company or a Designated Subsidiary, but excludes payments for overtime, shift premium, incentive compensation, incentive payments, commissions, relocation expense reimbursements, tuition or other reimbursements and income realized as a result of participation in any stock option, stock purchase or similar plan of the Company or a Designated Subsidiary.

(f) "Continuous Status as an Employee" shall mean the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of a leave of absence agreed to in writing by the Company, provided that such leave is for a period of not more than 3 months or reemployment upon the expiration of such leave is guaranteed by contract or statute.

(g) "Contributions" shall mean all amounts credited to the account of a participant pursuant to the Plan.

(h) “Discount Factor” shall mean 15% or such other lower amount as determined by the Board, provided that such change is announced at least 15 days prior to the scheduled beginning of an Offering Period.

(i) "Designated Subsidiaries" shall mean the Subsidiaries which are treated as corporations for US federal income tax purposes and which have been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan.

(j) "Employee" shall mean any person who has been employed with the Company, with any Subsidiary of the Company that is a disregarded entity for US federal tax purposes, or with one of its Designated Subsidiaries, for at least six months as of the Offering Date of a given Offering Period, and whose customary employment is more than 20 hours per week and more than five months per calendar year.

(k) "Exercise Date" shall mean the last business day of each Offering Period of the Plan.

(l) "Exercise Price" shall mean with respect to an Offering Period, an amount equal to the Fair Market Value (as defined in Paragraph 7(b)) of a share of Common Stock on the Exercise Date less the amount which is the product of the Fair Market value multiplied by the Discount Factor.

(m) “National Securities Exchange” shall mean any national stock exchange on which the Company’s Common Stock is traded; provided, however, that if the Company’s Common Stock is traded on more than one national stock exchange, then National Securities Exchange shall mean the NASDAQ Stock Market or such stock exchange as otherwise designated by the Board at least 15 days prior to the scheduled beginning of an Offering Period.

(n) "Offering Date" shall mean the first business day of each Offering Period of the Plan.

(o) "Offering Period" shall mean each quarterly period commencing March 1, June 1, September 1 and December 1 of each year (or at such other time or times as may be determined by the Board of Directors in accordance with Paragraph 4).

(p) "Plan" shall mean this Employee Stock Purchase Plan.

(q) "Subsidiary" shall mean a company, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or a Subsidiary, whether or not such company now exists or is hereafter organized or acquired by the Company or a Subsidiary.

3. Eligibility.

(a) Any person who has been continuously employed as an Employee for six months as of the Offering Date of a given Offering Period shall be eligible to participate in such Offering Period under the Plan, subject to the requirements of Paragraph 5(a) and the limitations imposed by Section 423(b) of the Code.

(b) Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan (i) if, immediately after the option is treated as granted, such Employee (or any other person whose Common Stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own stock and/or hold outstanding options to purchase stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Company or of any parent or Subsidiary of the Company, or (ii) which would allow an Employee's right to purchase shares under all stock purchase plans of the Company and any parent or Subsidiary to which Section 423 of the Code applies to accrue at a rate that exceeds USD $25,000 of fair market value of shares (determined at the date grant occurs for tax purposes) for each calendar year in which such option is outstanding. Accordingly, the maximum fair market value of shares that an Employee may purchase on any Exercise Date is USD $25,000, less the value (in US Dollars) of all prior purchases of shares by the Employee, under all stock purchase plans of the Company and any parent or Subsidiary to which Section 423 of the Code applies, in the current calendar year. For purposes of the foregoing, foreign currency shall be converted to its equivalent in US Dollars at the applicable spot rate on the Exercise Date of the current Offering Period. This paragraph is intended to comply with Sections 423(b)(3) and 423(b)(8) of the Code and shall be interpreted accordingly.

4. Offering Periods . The Plan shall be implemented by a series of Offering Periods, with a new Offering Period commencing on March 1, June 1, September 1 and December 1 of each year, or at such other time or times as may be determined by the Board of Directors, provided that such change is announced at least 15 days prior to the scheduled beginning of an Offering Period. The Plan shall continue until terminated in accordance with Paragraph 19 hereof. The Board shall have the power to change the duration and/or the frequency of Offering Periods with respect to future offerings without stockholder approval if such change is announced at least 15 days prior to the scheduled beginning of the first Offering Period to be affected.

5. Participation.

(a) An eligible Employee may become a participant in the Plan by completing an Enrollment Form provided by the Company and filing it with the Company or its designee prior to the applicable Offering Date. The enrollment form and its submission may be electronic as directed by the Company. The enrollment form shall set forth the percentage of the participant's Compensation to be paid as Contributions pursuant to the Plan.

(b) Payroll deductions shall commence with the first payroll following the Offering Date and shall end on the last payroll paid on or prior to the Exercise Date of the Offering Period to which the Enrollment Form is applicable, unless sooner terminated as provided in Paragraph 10.

6. Method of Payment of Contributions.

(a) Each participant shall elect to have payroll deductions made on each payroll during the Offering Period in an amount not less than 1% and not more than 10% of such participant's Compensation on each such payroll; provided that the aggregate of such payroll deductions during the Offering Period shall not exceed 10% of the participant's aggregate Compensation during said Offering Period. All payroll deductions made by a participant shall be credited to his or her account under the Plan. A participant may not make any additional payments into such account.

(b) A participant may discontinue his or her participation in the Plan as provided in Paragraph 10, or, on one occasion only during any Offering Period, may decrease, but may not increase, the rate of his or her Contributions during such Offering Period by completing and filing with the Company a new Enrollment Form authorizing a change in the deduction rate. The change in rate shall be effective as of the beginning of the next payroll period following the date of filing of the new Enrollment Form, if the Enrollment Form is completed at least ten days prior to such date, and, if not, as of the beginning of the next succeeding payroll period.

(c) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Paragraph 3(b) of this Plan, an Employee’s payroll deductions may be decreased to zero at such time and for so long as the aggregate of all payroll deductions accumulated with respect to the current Offering Period and any other Offering Period ending within the current calendar year equals USD $25,000. For purposes of the foregoing, foreign currency shall be converted to its equivalent in US Dollars at the average spot rate on the Exercise Date of the current Offering Period.

7. Grant of Option .

(a) On the Offering Date of each Offering Period, each eligible Employee participating in such Offering Period shall be granted the option to purchase on the Exercise Date of such Offering Period a number of shares of the Common Stock determined by dividing such Employee's Contributions accumulated prior to such Exercise Date and retained in the participant's account as of the Exercise Date by the applicable Exercise Price; provided however, that such purchase shall be subject to the limitations set forth in Paragraphs 3(b) and 12. The Fair Market Value of a share of the Common Stock shall be determined as provided in Paragraph 7(b).

(b) The Fair Market Value of a share of Common Stock on the Exercise Date shall be determined by the Board as follows: (i) if the Common Stock is listed on a National Securities Exchange or traded in the over-the-counter market and sales prices are regularly reported for the Common Stock, the average of closing price of the Common Stock over the five trading days prior to the Exercise Date , on the composite tape or other comparable reporting system; or (ii) if the Common Stock is not listed