This excerpt taken from the STT 10-K filed Feb 15, 2008.
The Administrator has discretionary authority, subject only to the express provisions of the Plan, to interpret the Plan, determine eligibility for and grant or cancel Awards; determine, modify or waive the terms and conditions, size, or type of any Award, prescribe forms, rules and procedures, and otherwise do all things necessary to carry out the purposes of the Plan. In the case of any Award intended to be eligible for the performance-based compensation exception under Section 162(m), the Administrator will exercise its discretion consistent with qualifying the Award for that exception. Determinations of the Administrator made under the Plan will be conclusive and will bind all parties.
This excerpt taken from the STT DEF 14A filed Mar 13, 2006.
The Committee has complete discretion to construe and administer the SEAIP and to determine eligibility to participate, the performance goals, achievement of the performance goals, the amount of payment to be made under an award and to do everything else necessary to carry out the SEAIP.
This excerpt taken from the STT 10-Q filed May 6, 2005.
ARTICLE 5 Administration
5.1 Authority of the Committee. The Plan shall be administered by the Committee. Subject to the provisions of the Plan, the Committee shall have the discretionary authority to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of the Plan and to decide or resolve any and all questions, including interpretations of the Plan, that may arise in connection with this Plan.
5.2 Agents. In the administration of the Plan, the Committee may, from time to time, employ agents and delegate to such agents such administrative duties as it deems advisable and allowable under the terms of the Plan.
5.3 Decisions Binding. The decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation, and application of the Plan and any rules or guidelines made in connection with the Plan shall be final and conclusive and shall be binding upon all persons and entities having or claiming any interest in the Plan.
5.4 Indemnity of Committee. The Company shall indemnify and hold harmless the Committee and its individual members against any and all claims, loss, damage, expense, or liability arising from any action or failure to act with respect to the Plan.
5.5 Cost of Administration. The Company shall bear all expenses of administration of the Plan.
5.6 Review of Claims and Appeals. The Administrator shall prescribe procedures consistent with applicable law by which a Participant may appeal a denial of benefits under the Plan.