2009 Annual Incentive Plan



 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. 
  

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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. 
  

	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. 
  

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	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 each such Individual Performance Goal.

  

	6.	Calculation and Payment of Actual Awards. 

 (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 Performance Goal is equal to the Target 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) one hundred percent (100%). 
 (iv) Performance at or better than
Superior. If the actual performance for a Performance Goal is equal to or better than the Superior level of performance for the 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) one hundred fifty percent (150%). 
  

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 (v) Performance between Benchmarks. If the actual performance for a Corporate
Performance Goal falls between the Threshold and Target levels of performance or between the Target and Superior levels of performance for that Performance Goal, the Actual Award for the Performance Goal shall be interpolated between the Actual
Award for Threshold and Target performance or between Target and Superior performance, as the case may be, as determined by the Committee in its sole discretion. 
 (b) Awards will be paid to Participants as soon as practicable following the determination and certification of actual performance relative to Performance Goals (generally within 75 days of the end of the
Company’s fiscal year). 
 (c) The Committee may determine that one or more Participants should be eligible to elect to receive all or a
portion of his or her Actual Award in Restricted Stock or Restricted Stock Units or may determine that some or all of the Actual Award for one or more Participants shall be paid in Restricted Stock or Restricted Stock Units, in each case, in the
Committee’s sole discretion. Such Restricted Stock and Restricted Stock Units, if any, shall be issued under the Master Plan. The number of shares of Restricted Stock or shares issuable pursuant to Restricted Stock Units shall be determined
dividing (x) the portion the Actual Award to be paid in Restricted Stock or Restricted Stock Units, less applicable withholdings, by (y) the Fair Market Value of the Common Stock as of the date when the Committee certifies the
Company’s performance for the Performance Period. The Restricted Stock and Restricted Stock Units shall vest over such time period as the Committee may determine prior to the payment of the Actual Award, provided, that all restrictions shall
fully expire on the earliest of (i) the death or Disability of the Participant, (ii) a Change in Control (as defined in the Master Plan) or (iii) three years after the date of the Restricted Stock or Restricted Stock Unit award.
Notwithstanding the foregoing, this paragraph (c) shall have no effect unless and until the Master Plan is approved by shareholders of the Company in accordance with applicable rules of the New York Stock Exchange. 
 (d) Payment under the Plan is subject to compliance by the Participant with any written agreement between the Participant and the Company, including an
employment agreement or any non-competition, non-solicitation or non-disclosure agreement. If the Participant breaches any such agreement, in addition to any other remedies that the Company may have under such agreement, the Participant shall
immediately forfeit his/her right to receive any unpaid amounts earned under the Plan and repay any amounts previously paid under the Plan. 
  

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	7.	Earnings Per Share Threshold. 

 Notwithstanding any
other provision of this Plan, no Actual Award will be paid under the Plan unless the Company reports earnings per share (calculated in accordance with Generally Accepted Accounting Principles) for the Performance Period of $0.68 or greater.

  

	8.	Termination of Service. 

 Notwithstanding any
provision to the contrary in the Master Plan, upon Termination of Service of a Participant during the Performance Period, the participant will cease to be a participant in this Plan and will not be eligible for any Actual Award, unless the Committee
determines, in its sole discretion, that the Participant will be entitled to receive a pro rata or other portion of the Actual Award. 
  

	9.	Miscellaneous Provisions. 

 (a) Claw-Back
Rights. The Committee will have the sole and absolute authority to make retroactive adjustments to any Awards paid to Participants where the payment was predicated upon the achievement of erroneous financial or strategic business results or
conduct which the Committee determines, in its sole discretion, created unnecessary or excessive risk to the Company or constituted dishonest or unethical conduct for the purposes of increasing the amount of the Participant’s Award. Where
applicable, the Company will seek to recover any amount determined to have been inappropriately received by a Participant under the Plan. 
 (b) Regulatory Approvals. The Plan and any Award made hereunder shall be subject to all applicable federal and state laws, rules and regulations, and to such approvals by any government or regulatory agency as may be required.

 (c) Limitation of Liability; Indemnification. No member of the Board or the Committee, nor any Employee acting on behalf or at the
request of the Board or the Committee shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan. All members of the Board and the Committee, and each and any officer or employee
of the Company acting on their behalf or at their request will, to the extent permitted by law, be fully indemnified and protected by the Company against any losses, liabilities, costs or damages that they may incur in respect of any such action,
determination, or interpretation. 
 (d) Tax Withholding. The Company shall withhold all applicable taxes from any Actual Award,
including any federal, state and local taxes. 
 (e) No Effect on Employment or Service. Nothing in the Plan shall interfere with or
limit in any way the right of the Company to terminate any Participant’s employment or service at any time, with or without cause. For purposes of the Plan, transfer of employment of a Participant between the Company and any one of its
subsidiaries shall not be deemed a Termination of Service. 
  

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 (f) No Right to Participation. No employee or officer of the Company or any subsidiary shall have
the right to be selected to receive an Award under this Plan, or, having been so selected, have the right to receive a future Award. 
 (g)
Beneficiary Designations. If permitted by the Committee, a Participant under the Plan may name a beneficiary or beneficiaries to whom any earned but unpaid Award shall be paid in the event of the Participant’s death. Each such
designation shall revoke all prior designations by the Participant and shall be effective only if given in a form and manner acceptable to the Committee. In the absence of any such designation, any vested benefits remaining unpaid at the
Participant’s death shall be paid to the Participant’s estate. 
 (h) Nontransferability of Awards. No Award granted under
the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution, or to the limited extent provided in Section 9(g). All rights with respect to an Award
granted to a Participant shall be available during his or her lifetime only to the Participant. 
 (i) Gender and Number. Except where
otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural. 
 (j) Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 
 (k) Governing Law. The Plan and all Awards shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania, but without regard to its conflict of law provisions. 
 (l) Captions. Captions are provided herein for convenience only, and shall not serve as a basis for interpretation or construction of the Plan.

  

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