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First Commonwealth Financial Corporation 2009 ANNUAL INCENTIVE PLAN

Equity Incentive Plan Agreement

First Commonwealth Financial Corporation 

2009 ANNUAL INCENTIVE PLAN | Document Parties: FIRST COMMONWEALTH FINANCIAL CORP /PA/ You are currently viewing:
This Equity Incentive Plan Agreement involves

FIRST COMMONWEALTH FINANCIAL CORP /PA/

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Title: First Commonwealth Financial Corporation 2009 ANNUAL INCENTIVE PLAN
Governing Law: Pennsylvania     Date: 5/7/2009
Industry: Regional Banks     Sector: Financial

First Commonwealth Financial Corporation 

2009 ANNUAL INCENTIVE PLAN, Parties: first commonwealth financial corp /pa/
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Exhibit 10.1

First Commonwealth Financial Corporation

2009 ANNUAL INCENTIVE PLAN

 

1.

Purpose; Effective Date.

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.

 

2.

Definitions.

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.

 

1


(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.

 

3.

Administration.

The Plan shall be administered by the Committee in accordance with Article 3 of the Master Plan.

 

4.

Awards.

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.

 

2


5.

Performance Goals.

(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:

 

 

  

CEO

 

 

Other Participants

 

Corporate Performance Goals

  

80

%

 

70

%

Individual Performance Goals

  

20

%

 

30

%

(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


 
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