Director shall have full responsibility, and the Company shall have no responsibility, for satisfying any liability for any federal, state or local income or other taxes required by law to be paid with respect to such Performance Shares, including upon the vesting of the Performance Shares.  In connection with the foregoing, Director may, at his or her option, elect to recognize the fair value of the Performance Shares upon the Grant Date pursuant to Section 83 of the Internal Revenue Code of 1986, as amended.  Director is advised to seek his or her own tax counsel regarding the taxation of the grant of Performance Shares made hereunder.