Exhibit 10.1
FIRST COMMONWEALTH FINANCIAL
CORPORATION
DIRECTOR FEE STOCK
PLAN
(a) This plan shall be known as the
First Commonwealth Financial Corporation Director Fee Stock Plan
(the “Plan”). This Plan is adopted by the Executive
Compensation Committee (“Committee”) of the Board of
Directors of First Commonwealth Financial Corporation (the
“Company”) pursuant to the First Commonwealth Financial
Corporation Incentive Compensation Plan (the “Master
Plan”) and shall be subject to the terms and conditions of
the Master Plan. Each capitalized term that is not otherwise
defined in this Plan shall have the meaning given to such term in
the Master Plan.
(b) The purpose of this Plan is to
enable Directors of the Company, at their election, to acquire
shares of Common Stock, if and to the extent elected by them, in
payment of all or a portion of their annual retainer.
The Plan shall be administered by
the Committee. The Committee shall, subject to the applicable
provisions of the Plan and the Master Plan, have full authority and
discretion to interpret the Plan, to prescribe, amend and rescind
rules and regulations relating to the Plan, to prepare forms to use
with respect to the Plan, and to make all determinations necessary
or advisable for the administration of the Plan. The
Committee’s determination as to any matter relating to the
interpretation of the Plan shall be conclusive on all
persons.
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3.
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Eligible
Participants.
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For purposes of the Plan, a
“Director” refers to, as of any
