FCF » Topics » RECITALS

These excerpts taken from the FCF 10-K filed Feb 29, 2008.

RECITALS

The Executive Compensation Committee of the Company’s Board of Directors (the “Board”) has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a “Change of Control” (as defined below) of the Company. The Board believes that it is important to diminish the inevitable distraction of the Executive that would result from the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive to continue to devote Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefit arrangements upon the termination of Executive’s employment following a Change of Control. In order to accomplish these objectives, the Board has authorized the Company to enter into this Agreement with Executive.

RECITALS

The Executive Compensation Committee of the Company’s Board of Directors (the “Board”) has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a “Change of Control” (as defined below) of the Company. The Board believes that it is important to diminish the inevitable distraction of the Executive that would result from the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive to continue to devote Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefit arrangements upon the termination of Executive’s employment following a Change of Control. In order to accomplish these objectives, the Board has authorized the Company to enter into this Agreement with Executive.

RECITALS

The Executive Compensation Committee of the Company’s Board of Directors (the “Board”) has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a “Change of Control” (as defined below) of the Company. The Board believes that it is important to diminish the inevitable distraction of the Executive that would result from the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive to continue to devote Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefit arrangements upon the termination of Executive’s employment following a Change of Control. In order to accomplish these objectives, the Board has authorized the Company to enter into this Agreement with Executive.

RECITALS

The Executive Compensation Committee of the Company’s Board of Directors (the “Board”) has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a “Change of Control” (as defined below) of the Company. The Board believes that it is important to diminish the inevitable distraction of the Executive that would result from the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive to continue to devote Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefit arrangements upon the termination of Executive’s employment following a Change of Control. In order to accomplish these objectives, the Board has authorized the Company to enter into this Agreement with Executive.

RECITALS

The Executive Compensation Committee of the Company’s Board of Directors (the “Board”) has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a “Change of Control” (as defined below) of the Company. The Board believes that it is important to diminish the inevitable distraction of the Executive that would result from the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive to continue to devote Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefit arrangements upon the termination of Executive’s employment following a Change of Control. In order to accomplish these objectives, the Board has authorized the Company to enter into this Agreement with Executive.

RECITALS

A. Grantee has accepted the position of President and Chief Executive Officer of First Commonwealth Bank, a Pennsylvania chartered bank and trust company and wholly owned subsidiary of the Company (the “Bank”).

B. As a material inducement to Grantee’s acceptance of employment by the Bank, the Company has agreed to grant shares of its common stock, par value $1.00 per share (“Common Shares”), to Grantee, on the terms and subject to the conditions of this Agreement.

C. The terms of this Agreement have been authorized by the Executive Compensation Committee of the Company’s Board of Directors.

RECITALS


A. Grantee has accepted the position of President and Chief Executive Officer of First Commonwealth Bank, a Pennsylvania chartered bank and trust
company and wholly owned subsidiary of the Company (the “Bank”).

B. As a material inducement to Grantee’s acceptance of
employment by the Bank, the Company has agreed to grant shares of its common stock, par value $1.00 per share (“Common Shares”), to Grantee, on the terms and subject to the conditions of this Agreement.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">C. The terms of this Agreement have been authorized by the Executive Compensation Committee of the Company’s Board of Directors.

STYLE="margin-top:18px;margin-bottom:0px" ALIGN="center">AGREEMENT

Accordingly, in
consideration of the foregoing and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Grantee agree as follows:

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">1. Grant of Restricted Shares. The Company hereby grants to Grantee 35,000 Common Shares (the “Restricted Shares”), subject to
the terms and conditions of this Agreement (the “Grant”). The Restricted Shares shall be fully paid and nonassessable and shall be represented by a certificate or certificates registered in the name of Grantee. Certificates evidencing
Restricted Shares, and any certificates for Common Shares issued as dividends on, in exchange of, or as replacements for, certificates evidencing Restricted Shares (collectively, “Certificates”), shall bear a legend substantially as
follows until all restrictions imposed pursuant to this Agreement lapse or have been removed:

The shares represented by this certificate
are subject to restrictions on transfer and may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of except in accordance with and subject to all of the terms and conditions of a Restricted Stock Agreement dated as of
November 12, 2007, a copy of which the Company shall furnish to the holder of this certificate upon request and without charge.

The Company shall
retain physical custody of Certificates until all of the restrictions imposed pursuant to this Agreement lapse or have been removed.







These excerpts taken from the FCF 10-K filed Mar 2, 2006.

RECITALS

            The Executive Compensation Committee of the Company's Board of Directors (the "Board") has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a "Change of Control" (as defined below) of the Company.  The Board believes that it is important to diminish the inevitable distraction of the Executive that would result from the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive to continue to devote Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefit arrangements upon the termination of Executive's employment following a Change of Control.  In order to accomplish these objectives, the Board has authorized the Company to enter into this Agreement with Executive.

RECITALS


            The Executive Compensation Committee of the Company's Board of Directors (the "Board") has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a "Change of Control" (as defined below) of the Company.  The Board believes that it is important to diminish the inevitable distraction of the Executive that would result from the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive to continue to devote Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefit arrangements upon the termination of Executive's employment following a Change of Control.  In order to accomplish these objectives, the Board has authorized the Company to enter into this Agreement with Executive.

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