Tech Data 2015 Annual Report Download - page 103

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a like character and with like aims; provided, however, that Trustee shall incur no liability to any person for any
action taken pursuant to a direction, request or approval given by Company, and Company shall indemnify and hold harmless the
Trustee, its officers, employees, and agents from and against all liabilities, losses, and claims (including reasonable attorney’
s fees
and costs of defense) for actions taken or omitted by Trustee in accordance with the terms of this Trust. In the event of a dispute
between Company and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute.
Section 8.2 If Trustee undertakes or defends any litigation arising in connection with this Trust, Company
agrees to indemnify Trustee against Trustee's costs, expenses and liabilities (including, without limitation, attorneys' fees and
expenses) relating thereto and to be primarily liable for such payments. If Company does not pay such costs, expenses and
liabilities in a reasonably timely manner, Trustee may obtain payment from the Trust.
Section 8.3 As directed by the Company, the trustee may consult with legal counsel (who may also be counsel
for Company generally) with respect to any of its duties or obligations hereunder, and Trustee may hire agents, accountants,
actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations
hereunder and may rely on any determinations made by such agents and information provided to it by the Company. Company
shall pay the expenses for services by such individuals or entities, and if the Company does not pay such expenses in a reasonably
timely manner, Trustee may obtain payment from the Trust.
Section 8.4 Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law, unless
expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, Trustee shall
have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the
policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such
policy. The Trustee shall not be liable for the failure or omission of any insurance company for any reason to pay any benefits or
furnish any services under the policies or contracts. Company shall have the sole responsibility to determine whether any insured
under any insurance policy held in the Trust is deceased.
Section 8.5 Notwithstanding any powers granted to Trustee pursuant to this Trust Agreement or to applicable
law, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains
therefrom, within the meaning of section 301.770112 of the Procedure and Administrative Regulations promulgated pursuant to
the Internal Revenue Code.
Section 8.6 The duties of the Trustee shall be limited to the assets held in the Trust, and the Trustee shall have
no duties with respect to assets held by any other person including, without limitation, any other Trustee for the Plan(s). The
Company hereby agrees that the Trustee shall not serve as, and shall not be deemed to be, a co-trustee under any circumstances.
The Company may request the Trustee to perform a recordkeeping service with respect to property held by others and not
otherwise subject to the terms of this Trust Agreement. To the extent the Trustee shall agree to perform this service, its sole
responsibility shall be to accurately reflect information on its books which it has received from an authorized party of the
custodian of such property.
ARTICLE IX
COMPENSATION AND EXPENSES OF TRUSTEE
Trustee shall be entitled to reasonable compensation for the services it renders under this Trust. Company shall pay all
Trustee's fees and expenses. If not so paid within a reasonable time, the fees and expenses, including, but not limited to, those
expenses referenced in Article VIII above, shall be paid from the Trust.
ARTICLE X
RESIGNATION AND REMOVAL OF TRUSTEE
Section 10.1 Trustee may resign at any time by written notice to Company, which shall be effective 60 days
after receipt of such notice unless Company and Trustee agree otherwise.
Section 10.2 Trustee may be removed by Company on 30 days notice or upon shorter notice accepted by Trustee.
Section 10.3 Upon resignation or removal of Trustee and appointment of a successor Trustee, all assets shall
subsequently be transferred to the successor Trustee. The transfer shall be completed within 30 days after receipt of all
information reasonably required by Trustee to transfer assets to the successor Trustee, unless Company extends the time limit.