STT » Topics » ARTICLE II ELIGIBILITY AND PARTICIPATION

This excerpt taken from the STT 10-K filed Feb 27, 2009.

ELIGIBILITY AND PARTICIPATION

 

2.1 Commencement of Participation. Except as the Board otherwise determines (consistent with the requirements of Section 409A), a Director may elect, prior to any Entry Date following his or her election to the Board, to commence participation as of such Entry Date.

 

2.2 Termination of Participation. A Director shall remain a Participant until his or her Accounts have been fully distributed.
This excerpt taken from the STT 10-K filed Feb 15, 2008.

5.     ELIGIBILITY AND PARTICIPATION

        The Administrator will select Participants from among those key Employees and directors of, and consultants and advisors to, the Company or its Subsidiaries who, in the opinion of the Administrator, are in a position to make a significant contribution to the success of the Company and its Subsidiaries. Eligibility for ISOs is limited to employees of the Company or of a "parent corporation" or "subsidiary corporation" of the Company as those terms are defined in Section 424 of the Code.

This excerpt taken from the STT 10-Q filed Nov 2, 2007.

ARTICLE II
ELIGIBILITY AND PARTICIPATION

        2.1    Eligibility to participate.    An Employee who is an Eligible Employee on December 31, 2007 shall (subject to the last sentence of this Section 2.1) continue to be an Eligible Employee as of January 1, 2008. Any other Employee shall become an Eligible Employee on the first Eligibility Date following the Employee's Conditional Eligibility Date, but only if he or she remains continuously employed by the Employer from such Conditional Eligibility Date through such first Eligibility Date and only if, on such first Eligibility Date, he or she still satisfies the requirements of both (a) and (b) below. For purposes of the foregoing, an Employee must:

    (a)
    have a title of Vice President or above, and

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    (b)
    be earning Base Pay at an annual rate of at least $150,000 (measured as of a date, determined by the Plan Administrator, not earlier than 15th day of the second full month preceding the applicable Eligibility Date or other determination date).

        An Eligible Employee shall remain an Eligible Employee during continuous employment by the Employer so long as he or she continues to satisfy the requirements of (a) and (b) above as of the first day of each Plan Year.

        2.2    Commencement of participation.    Except as the Plan Administrator otherwise determines, any such determination to be made in a manner that is consistent with the requirements of Section 409A of the Code, an individual upon first becoming an Eligible Employee:

    (a)
    shall automatically participate in the Plan with respect to Performance-Based Credits described in Section 3.5; provided, that no individual who first satisfies the requirements of Section 2.1(a) and (b) after October 15 of a Plan Year shall be eligible to share in Performance-Based Credits for such Plan Year; and further provided, for the avoidance of doubt, that no Performance-Based Credits shall be made under the Plan in respect of any Plan Year or portion thereof prior to the 2008 Plan Year; and

    (b)
    may elect to defer (i) Base Pay under Section 3.3(a) starting with the Entry Date next following his or her initial Eligibility Date, and (ii) Incentive Pay under Section 3.3(b) as follows: (A) if the Eligible Individual's initial Eligibility Date is June 1, starting with Incentive Pay described in Section 3.2(a)(i) for which the performance period is the Plan Year in which such June 1 falls; and (B) in every other case, in accordance with the rules for ongoing Eligible Employees under Section 3.2(a)(ii).

        2.3    Termination of participation.    The Plan Administrator may terminate an Employee's participation in the Plan at any time. If an Employee's participation in the Plan terminates hereunder, the Participant's Account shall continue to be adjusted for notional earnings or other notional investment experience until it is distributed. No termination of participation shall result in a cessation or refund of deferrals for which the deferral election has already been made, except in a manner that is consistent with compliance with the requirements of Section 409A of the Code.

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ARTICLE III
DEFERRED COMPENSATION AGREEMENTS, MATCHING CREDITS, PERFORMANCE-BASED CREDITS, NOTIONAL INVESTMENT OF ACCOUNTS

        3.1    Deferred Compensation Agreement; Elective Credits.    An Eligible Employee may elect to defer a portion of his or her Base Pay and/or Incentive Pay by entering into a Deferred Compensation Agreement. Elective Credits equal to the amounts deferred shall be credited to the Participant's Account as soon as practicable after the deferral is withheld from pay.

        3.2    Election procedures and deadlines.    

            (a)    Advance elections required.  A Deferred Compensation Agreement with respect to Base Pay must be made, in accordance with such procedures as the Plan Administrator may establish and, except as otherwise specified in Section 2.2(b)(i) with respect to initial eligibility, prior to the beginning of the Plan Year in which such Base Pay is to be earned. A Deferred Compensation Agreement may be made with respect to Incentive Pay for a Plan Year as follows:

      (i)
      For Incentive Pay that constitutes "performance-based compensation" within the meaning of Treas. Regs. §1.409A-1(e) and as to which the applicable performance period is measured by one or more Plan Years, in accordance with such procedures as the Plan Administrator may establish but not later than by June 30 of the Plan Year with which the applicable performance period ends; and

      (ii)
      For any other Incentive Pay, in accordance with such procedures as the Plan Administrator may establish but in any case prior to the first applicable "service year" (as that term is defined in Treas. Regs. §1.409A-2(a)).

    A Deferred Compensation Agreement, once made, may not be modified or revoked after the applicable election deadline except as otherwise expressly provided in Article V below.

            (b)    Other requirements.  Except as otherwise determined by the Plan Administrator, a new Deferred Compensation Agreement must be timely executed for each Plan Year and shall be effective only if accepted and approved by the Plan Administrator by the applicable deadline.

        3.3    Amount of deferrals.    

            (a)    Base Pay.  For each Plan Year (or portion thereof in the case of a mid-year election described in Section 2.2(b)(i)), an Eligible Employee may elect to defer an amount from 1% to 25%, in whole percentages, of his or her Base Pay for the Plan Year or such portion. Notwithstanding the foregoing, the Plan Administrator may impose, in advance, a more restrictive minimum or maximum limit on the amount that may be deferred.

            (b)    Incentive Pay.  For each Plan Year or other applicable performance period an Eligible Employee may elect to defer an amount that is expressed either as a percentage (from 5% to 92%, in whole-percentage increments) of the Participant's Incentive Pay for the Plan Year (or other period), or as a whole dollar amount not less than $1,000 and not exceeding 92% of such Incentive Pay.

        3.4    Matching Credit.    For each Plan Year, a Matching Credit shall be added to each Participant's Account equal to the lesser of (a) 100% of the total amount, if any, deferred under all Deferred Compensation Agreements made by the Participant for such Plan Year, and (b) 6% of the Participant's Match-Eligible Compensation for such Plan Year. Matching Credits for a Plan Year shall be added to the Participant's Account as of and as soon as practicable following the earlier of (i) the last day of the Plan Year, or (ii) the date of the Participant's Separation from Service.

        3.5    Performance-Based Credit.    For each Plan Year, a Performance-Based Credit shall be added to the Account of each Participant who is employed by the Employer on the last day of the Plan Year

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(or who during the Plan Year dies, or becomes Disabled, or retires after attaining age 65 or after attaining age 55 and completing a Period of Service of five (5) years) and whose Base Pay for such Plan Year exceeds the dollar limitation in effect with respect to such Plan Year under Code section 401(a)(17). The amount of a Participant's Performance-Based Credit shall be determined by multiplying (a) the percentage applied for making a performance-based contribution under the Basic Plan for the Plan Year by (b) the amount by which the Participant's Base Pay for such Plan Year (disregarding Base Pay in excess of $500,000) exceeds the dollar limitation in effect with respect to such Plan Year under Code section 401(a)(17). Performance-Based Credits for a Plan Year shall be added to a Participant's Account as of and as soon as practicable following the last day of the Plan Year.

        3.6    Accounts.    The Plan Administrator shall establish for each Participant an Account together with such sub-accounts as in the determination of the Plan Administrator are needed or appropriate to reflect the Credits described above as well as debits and other adjustments, including without limitation adjustments for notional (hypothetical) investment experience as described in this Section 3.6. The Plan Administrator shall designate for purposes of the Plan one or more existing investment or investment-fund alternatives (each, a "tracking option"), including, if the Plan Administrator so determines, a tracking option that offers a return of notional interest (for example, as in a bank savings account), and shall give each Participant and the Beneficiary(ies) of each deceased Participant for whom an Account continues to be maintained the opportunity to allocate his or her Account among the available tracking options. Amounts allocated under the Plan to a tracking option shall be treated as though notionally invested in that tracking option. In the absence of an affirmative allocation by a Participant or Beneficiary, the Plan Administrator may designate a default tracking option and treat all or a portion of the balance of any Account, or of any amount newly credited under the Plan, as being notionally invested in the default tracking option. The Plan Administrator shall periodically adjust Accounts to reflect increases or decreases attributable to these notional investments. Except as otherwise determined by the Plan Administrator, a Participant or Beneficiary may make notional investment changes once per calendar month. The Plan Administrator may at any time and from time to time eliminate or add tracking options or substitute a new for an existing tracking option, including with respect to balances already notionally invested under the Plan. The Employer may, but need not, purchase securities or other investments with characteristics similar to the tracking options from time to time offered under the Plan, but any such securities or other investments shall remain part of the Employer's general assets unless held in a trust described in Section 8.1 in a manner not inconsistent with the requirements of Section 409A(b) of the Code. By selecting a tracking option hereunder, a Participant agrees, on his or her behalf and on behalf of his or her Beneficiaries, that none of the Committee, the Plan Administrator, the Employer, or any of their agents or representatives, shall be liable for any losses or damages of any kind relating to any tracking option made available hereunder.

        3.7    Cancellation of Deferral Elections.    A Participant's deferral elections under Section 3.1 shall be cancelled as to future deferrals if the Participant has an unforeseeable emergency described in Section 5.5 below or receives a hardship distribution under the Basic Plan pursuant to §1.401(k)-1(d)(3). A Participant may also cancel his or her deferral elections as to future deferrals upon the occurrence of any medically determinable physical or mental impairment resulting in the Participant's inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six months, provided such cancellation is made by the later of (a) the end of the calendar year in which such impairment occurs and (b) the 15th day of the third month following the date on which such impairment occurs. If a Participant's deferral elections are cancelled pursuant to this Section 3.7, any later deferral election by the Participant will be subject to the timing requirements of Section 3.2.

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This excerpt taken from the STT 10-Q filed Aug 4, 2006.

ELIGIBILITY AND PARTICIPATION

2.1                                              Commencement of Participation.  Except as the Board otherwise determines (consistent with the requirements of Section 409A), a Director may elect, prior to any Entry Date following his or her election to the Board, to commence participation as of such Entry Date.

2.2                                              Termination of Participation.  A Director shall remain a Participant until his or her Accounts have been fully distributed, or until his or her death if earlier.

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