CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 4, 2009

Commission File No. 0-9989

2838 Bovaird Drive West
Brampton, Ontario, L7A 0H2, Canada
      (Address of Principal Executive Offices)      

(905) 455-1990
  (Registrant's telephone number, including area code)  

On March 4, 2009, SunOpta Inc. (the "Company") announced the appointment of Eric Davis, age 54, to the position of Vice President and Chief Financial Officer, effective March 16, 2009, as more fully described in the press release filed as Exhibit 99.1 hereto, which information is incorporated into this item 5.02 by reference. Prior to joining the Company, Mr. Davis served as Chief Financial Officer of Grant Forest Products Inc., a private Canadian company with revenues of $350 million since 2007, and as Senior Vice President and Chief Financial Officer of Johnson Electric Holdings Ltd., a public company listed on the Hong Kong Stock Exchange with revenues of US$1.2 billion since 2003.

Mr. Davis’s annual base salary will be CDN$300,000 and he will be entitled to a target bonus of 50% of his base salary, the payment of which is based on the Company achieving certain financial goals. Mr. Davis will be granted 25,000 stock options by the Company’s Board of Directors (with 20% of options of such options vesting each year over a five year period) and will be entitled to participate in the Company’s long-term incentive programs. In addition to receiving the standard benefits available to all Company employees, he will receive an auto allowance and professional fees related to his employment.

If in connection with a change of control of the Company there is a material change in Mr. Davis’s position, he will have the option of receiving a lump sum severance payment equal to eighteen (18) months of his base salary and annual bonus, plus the continuation of the auto allowance and medical, dental and insurance benefits for eighteen (18) months following the date of such material changes, excluding short- and long-term disability insurance. In addition, upon change of control of the Company, all of Mr. Davis’s unvested options will immediately vest. If, Mr. Davis is terminated without cause he will receive severance benefits of eighteen (18) months of his base salary, bonus and the continuation of the auto allowance and allowable medical and insurance benefits during the eighteen (18) month period, excluding short- and long-term disability insurance

John Dietrich, the Company’s current Vice President and Chief Financial Officer, will transition from his role when Mr. Davis commences full time employment as Chief Financial Officer. Mr. Dietrich is expected to remain with the Company in a new capacity.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SUNOPTA INC.