Acknowledgement; Determination by Accounting Firm ​ and Employee acknowledge that, following a change in ownership or control (as that term is defined in the Treasury Regulations published under Section 280G of the Internal Revenue Code), one or more payments or distributions to be made by ​ or an affiliated entity to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement to which this [Exhibit A] is attached, under some other plan, agreement, or arrangement, or otherwise) (a “Payment”) may be determined to be an “excess parachute payment” that is not deductible by ​ or any affiliated entity for Federal income tax purposes and with respect to which Employee will be subject to an excise tax because of [Sections 280G and 4999]9], respectively, of the Internal Revenue Code. If a change in ownership or control occurs, either Employee or ​ may direct the Accounting Firm, which, subject to any inconsistent position asserted by the Internal Revenue Service, will make all determinations required to be made under this Section A, to determine whether any Payment will be an excess parachute payment and to communicate its determination, together with detailed supporting calculations, to ​ and to Employee within 30 days after its receipt of the direction from Employee or ​, as the case may be. ​ and Employee will cooperate with each other and the Accounting Firm and will provide necessary information so that the Accounting Firm may make all such determinations.

Determination of Rate of Return. The Committee shall determine the rate of return throughout each Plan Year quarter or other period for the investment in LSI Common Shares and any other investment required to maintain the liquidity of the Plan.

Making the Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 9(b) to be made as promptly as practicable. If the person or persons designated to make the Standard of Conduct Determination Section 9(b) shall not have made a determination within 30 days after the later of # receipt by the Company of a written request from the Indemnitee for indemnification pursuant to Section 8 (the date of such receipt being the “Notification Date”) and # the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then the Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days if the person or persons making such determination in good faith requires such additional time to obtain or evaluate information relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of the Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of any Claim. For avoidance of doubt, this does not affect the Indemnitee’s right to Expense Advances under Section 4.

The Final Funding Percentage is equal to the Total Weighted Operational Metric Funding Percentage unless the Total Weighted Operational Metric Funding Percentage is less than 50% or more than 150%, in which case the Final Funding Percentage is 50% or 150%, respectively.

Upon completion of this first phase of the NB growing trial, GHG will assess all data generated from the growing trials and make a recommendation to MCOA as to whether to proceed to Phase Two or terminate the project. If the Parties agree to proceed and expand activities on the project in 2018, a more formal agreement will be executed outlining the Parties respective participation and responsibilities.

Board Approval and Determination of Value. Prior to or contemporaneous with the grant of any Initial Award or Annual RSUs, the Board shall determine the value of such equity award after taking into consideration the 50th percentile of market compensation for non-employee directors of the Company’s peer group and such other factors as the Board considers appropriate. Each grant of an Initial Award and Annual RSU award shall be subject to further approval by the Board.

Each Participant shall receive Payment subject to the provisions of Articles VIII and IX hereof, a percentage of his or her Bonus Target according to the percentage of the Performance Targets achieved by the Company during the Fiscal Year according to a formula determined by the Committee, which may include multipliers, modifiers and/or other factors. Performance Target achievement may be adjusted for items of an unusual or non-recurring nature, by the Committee, and in the Committee’s sole judgment, as prudent, based upon its assessment of the Company’s performance during the Fiscal Year.

A Participant's disability benefit hereunder shall be paid commencing on his Normal Retirement Date.

Consequences of Determination; Remedies of Indemnitee. The Company shall be bound by and shall have no right to challenge a Favorable Determination. If an Adverse Determination is made, or if for any other reason the Company does not make timely indemnification payments or advances of Expenses, Indemnitee shall have the right to commence a Proceeding before a court of competent jurisdiction to challenge such Adverse Determination and/or to require the Company to make such payments or advances (and the Company shall have the right to defend its position in such Proceeding and to appeal any adverse judgment in such Proceeding). Indemnitee shall be entitled to be indemnified for all Expenses incurred in connection with such a Proceeding and to have such Expenses advanced by the Company in accordance with Section 6 of this Agreement. If Indemnitee fails to challenge an Adverse Determination within fifteen (15) business days, or if Indemnitee challenges an Adverse Determination and such Adverse Determination has been upheld by a final judgment of a court of competent jurisdiction from which no appeal can be taken, then, to the extent and only to the extent required by such Adverse Determination or final judgment, the Company shall not be obligated to indemnify or advance Expenses to Indemnitee under this Agreement.

As soon as practicable after the end of each Bonus Year, the Committee shall determine whether or not the Performance Criteria of each Participant have been attained and shall determine the amount of the bonus, if any, to be awarded to each Participant for such year according to the terms of this Plan. Such bonus determinations shall be based on achievement of the Performance Criteria for such Bonus Year. The Committee shall certify in writing that the Performance Criteria have been achieved prior to payment of any bonus under the Plan. The payment, if any, of a bonus amount shall take place between February 1 and March 15 following any Bonus Year. The Participant must continue to be employed through the last day of the Bonus Year to be eligible for the bonus.