This excerpt taken from the HSY DEF 14A filed Mar 16, 2007.
How is the EICP administered?
The Committee will administer the EICP. Subject to the terms of the EICP and except as described below with respect to awards granted to non-employee directors or our Chief Executive Officer, the Committee has the sole discretion to determine the employees and service providers who shall be granted awards, the size and types of these awards, and the terms and conditions of these awards. The Committee may delegate to one or more officers or directors appointed by the Committee its authority to grant and administer awards, but only the Committee can make awards to our executive officers.
The Board of Directors administers awards to the non-employee directors and the independent directors of the Board administer awards to the Chief Executive Officer.