Exhibit 10.1
First Commonwealth Financial
Corporation
2009 ANNUAL INCENTIVE
PLAN
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1.
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Purpose;
Effective Date.
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This 2009 Annual Incentive Plan (the
“Plan”) of First Commonwealth Financial Corporation
(the “Company”) is designed to enable the Company and
its subsidiaries to attract and retain key employees and to align
the interests of such key employees with those of shareholders by
promoting and rewarding the achievement of annual corporate and
individual performance goals. This Plan was approved by the
Committee (as defined in Section 2) on February 9, 2009
and is effective as of January 1, 2009. Each Award under this
Plan shall constitute an “Annual Incentive Award”
within the meaning of the First Commonwealth Financial Corporation
Incentive Compensation Plan (the “Master Plan”) and
shall be subject to all terms and conditions of the Master Plan
applicable to Annual Incentive Awards.
As used in this Plan, the following
capitalized terms will have the meanings set forth
below:
(a) “Actual Award” means
the actual award (if any) payable to a Participant for the
Performance Period.
(b) “Award” means, as
the context requires, an Actual Award or a Target Award.
(c) “Award Agreement”
has the meaning given to such term in the Master Plan.
(d) “Base Salary” means
the base salary of a Participant as of the effective date of the
Award Agreement; provided, that if a Participant receives an
increase in base salary after the effective date of the Award
Agreement, the Committee may, in its sole discretion, prorate the
Participant’s Base Salary for purposes of determining the
Participant’s Award under this Plan.
(e) “Board” means the
Board of Directors of the Company.
(f) “Cause” has the
meaning given to such term in the Master Plan.
(g) “Code” has the
meaning given to such term in the Master Plan.
(h) “Committee” has the
meaning given to such term in the Master Plan.
(i) “Company” has the
meaning given to such term in the first paragraph.
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(j) “Corporate Performance
Goal” means, individually or collectively, the Performance
Goals set forth on Exhibit A .
(k) “Employee” has the
meaning given to such term in the Master Plan.
(l) “Individual Performance
Goal” means, individually or collectively, Performance Goals
that are specific to a Participant and set forth in the
Participant’s Award Agreement.
(m) “Master Plan” has
the meaning given to such term in the first paragraph.
(n) “Participant” has
the meaning given to such term in the Master Plan.
(o) “Performance Goals”
has the meaning given to such term in the Mater Plan and shall
include, as the context requires, Corporate Performance Goals
and/or Individual Performance Goals.
(p) “Performance Period”
means the Company’s fiscal year ending December 31,
2009.
(q) “Plan” has the
meaning given in the first paragraph.
(r) “Target Award” means
the award that would be paid to a Participant under the Plan
assuming that the “Target” performance level is
achieved for each Performance Goal. Each Target Award shall be
expressed as a percentage of the Participant’s Base Salary.
In the case of any employee who becomes a Participant during the
Performance Period as a result of being hired or changing job
positions, the Target Award shall be prorated based on the portion
of the Performance Period in which such person is a
Participant.
(s) “Termination of
Service” occurs when a Participant shall cease to serve as a
full-time employee of the Company for any reason, whether
voluntarily or involuntarily, by reason of death, Disability (as
defined in the Master Plan), or Retirement (as defined in the
Master Plan), with or without cause, for good reason, or
otherwise.
The Plan shall be administered by
the Committee in accordance with Article 3 of the Master
Plan.
The Committee shall select Employees
to become Participants in the Plan and establish a Target Award for
each Participant. Each Award shall be evidenced by an Award
Agreement which shall be signed by an authorized officer of the
Company but need not be signed by the Participant. The Award
Agreement may be modified at any time without the consent of the
Participant, subject to the approval of the Committee.
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(a) Generally. Awards will be
calculated based on the attainment of Corporate Performance Goals
and Individual Performance Goals. The Committee will establish
“Threshold,” “Target” and
“Superior” levels of performance for each Performance
Goal. The Committee will assign a weighting to each Performance
Goal that is expressed as a percentage of the total Target Award.
The aggregate weighting of Corporate Performance Goals and
Individual Performance Goals shall be as follows:
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CEO
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Other Participants
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Corporate Performance Goals
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80
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%
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70
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%
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Individual Performance Goals
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20
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%
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30
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%
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(b) Corporate Performance
Goals. Exhibit A sets forth the Corporate Performance
Goals, including the weighting and Threshold, Target and Superior
levels of performance for each Corporate Performance
Goal.
(c) Individual Performance
Goals. Each Participant’s Award Agreement will set forth
his or her Individual Performance Goals and the weighting and
Threshold, Target and Superior levels of performance for
ea