Exhibit 10.2
First Commonwealth Financial
Corporation
2009-2011 LONG-TERM INCENTIVE
PLAN
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1.
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Purpose;
Effective Date.
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This 2009-2011 Long-Term 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 a “Performance Unit” 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 Awards of Performance Units.
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 and/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) “Participant” shall
mean an employee of the Company or any of its subsidiaries who is
designated by the Committee.
(k) “Performance Goal”
has the meaning given to such term in the Master Plan.
(l) “Performance Period”
means the period beginning on January 1, 2009 and ending on
December 31, 2011.
(m) “Plan” has the
meaning given in the first paragraph.
(n) “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.
(o) “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.
Awards will be calculated based on
the attainment of Performance Goals. Exhibit A sets forth
the Performance Goals for this Plan, including the weighting and
Threshold, Target and Superior levels of performance for each
Performance Goal.
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6.
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Calculation
and Payment of Actual Awards .
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(a) The Actual Award for each
Performance Goal shall determined as follows:
(i) Failure to Meet
Threshold. If the actual performance for a Performance Goal
fails to achieve the Threshold level for that Performance Goal, the
Actual Award for that Performance Goal shall be $0.
(ii) Performance at
Threshold. If the actual performance for a Performance Goal is
equal to the Threshold level for that Performance Goal, the Actual
Award for the Performance Goal shall be equal to the product of
(x) the percentage weighting for that Performance Goal
multiplied by (y) fifty percent (50%).
(iii) Performance at Target.
If the actual performance for a
