Supercuts 2007 Annual Report Download - page 176

(d) Indemnification
The Sponsor shall indemnify the Trustee against, and hold the Trustee harmless from, any and all loss, damage, penalty, liability, cost, and
expense, including without limitation, reasonable attorneys’
fees and disbursements, that may be incurred by, imposed upon, or asserted against
the Trustee by reason of any claim, regulatory proceeding, or litigation arising from any act done or omitted to be done by any individual or
person with respect to the Plan or Trust, excepting only any and all loss, etc., arising solely from the Trustee’s negligence or bad faith.
(e) Survival
The provisions of this Section 8 shall survive the termination of this Agreement.
9 Resignation or Removal of Trustee
(a)
Resignation and Removal.
(i)
The Trustee may resign at any time in accordance with the notice provisions set forth below.
(ii)
The Sponsor may remove the Trustee at any time in accordance with the notice provisions set forth below.
(b)
Termination
This Agreement may be terminated at any time by the Sponsor upon prior written notice to the Trustee in accordance with the notice provisions
set forth below.
(c)
Notice Period
In the event either party desires to terminate this Agreement or any Services hereunder, the party shall provide at least sixty-(60) days prior
written notice of the termination date to the other party; provided, however, that the receiving party may agree, in writing, to a shorter notice
period.
(d)
Transition Assistance
In the event of termination of this Agreement, if requested by Sponsor, Fidelity shall assist Sponsor in developing a plan for the orderly
transition of the Plan Data, cash and assets then constituting the Trustee and Services provided by Fidelity hereunder to Sponsor or its designee.
Fidelity shall provide such assistance for a period not extending beyond sixty (60) days from the termination date of this Agreement. Fidelity
shall provide to Sponsor, or to any person designated by Sponsor, at a mutually agreeable time, one file of the Plan Data prepared and
maintained by Fidelity in the ordinary course of business, in Fidelity’s format. Fidelity may provide other or additional transition assistance as
mutually determined for additional fees, which shall be due and payable by the Sponsor prior to any termination of this Agreement.
(e) Failure to Appoint Successor
If, by the termination date, the Sponsor has not notified the Trustee in writing as to the individual or entity to which the assets and cash are to
be transferred and delivered, the Trustee may bring an appropriate action or proceeding for leave to deposit the assets and cash in a court of
competent jurisdiction. The Trustee shall be reimbursed by the Sponsor for all costs and expenses of the action or proceeding including,
without limitation, reasonable attorneys’ fees and disbursements.
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