The exercise of the Options will result in taxable income to Grantee, subject to withholding, and Grantee (or Grantee’s legal representative in the event of death) shall be solely responsible for all tax consequences that result from the exercise of the Options, as well as any subsequent sale of the Shares received upon exercise of the Options.  Grantee (or Grantee’s legal representatives in the event of death) shall pay to the Company, or make other arrangements satisfactory to the Company to provide for the payment of, any federal, state, local or other taxes that the Company is r equired to withhold with respect to the exercise of the Options.