First Commonwealth Financial Corporation
2007 ANNUAL CASH INCENTIVE PLAN
This 2007 Annual Cash Incentive Plan (“the Plan”) of First Commonwealth Financial Corporation (the “Company”) is
designed to enable the Company to attract and retain key employees of the Company and its subsidiaries 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. The Plan was approved by the Committee (as defined in Section 2) on April 10, 2007 and is
effective as of January 1, 2007.
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 performance during 2007.
(b) “Award” means, as the context requires, an Actual Award and/or a Target Award.
(c) “Award Notice” means any written notice or document (including through electronic medium) communicating a Target
Award to a Participant.
(d) “Base Salary” means the base salary of a Participant as of the effective date of the Award Notice; provided, however,
that if a Participant receives an increase in base salary after the effective date of the Award Notice, the Committee may, in its
sole discretion, prorate the Participant’s Base Salary for purposes of determining the Participant’s Target Award and Actual
Award under this Plan.
(e) “Board” means the Board of Directors of the Company.
(f) “Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
(g) “Committee” shall mean the Executive Compensation Committee or other independent committee of the Board referred
to in Section 3 hereof.
(h) “Corporate Performance Goals” has the meaning given in Section 5.
(i) “Disinterested Director” shall mean a director who qualifies as an “outside director” for purposes of Section 162(m) of
(j) “Individual Performance Goals” has the meaning given in Section 5