Incentive Compensation Plan

On January 20, 2009, the Board of Directors of the Company adopted, with shareholder approval, the First Commonwealth Financial Corporation Incentive Compensation Plan. This plan allows for shares of common stock to be issued to employees, directors, and consultants of the Company and its subsidiaries as an incentive to aid in the financial success of the Company. The shares can be issued as options, stock appreciation rights, performance share or unit awards, dividend or dividend equivalent rights, stock awards, restricted stock awards, or other annual incentive awards. Up to 5,000,000 shares of stock can be awarded under this plan, of which 3,673,796 shares were still eligible for awards as of December 31, 2016.

Restricted Stock

The following provides detail on the restricted stock awards which were issued and outstanding in 2016, 2015 and 2014 in order to retain and attract key employees. The grant date fair value of the restricted stock awards is equal to the price of First Commonwealth’s common stock on grant date.



Grant Date	Shares issued	Grant Price		Vesting Date	Number of Equal Vesting Periods

December 19, 2016	15,000	$	13.96	December 19, 2019	3
September 30, 2016	10,000	10.09		September 30, 2019	1
September 19, 2016	33,000	10.02		September 19, 2019	3
June 7, 2016	10,000	9.34		June 7, 2019	1
March 1, 2016	10,000	8.84		March 1, 2019	1
March 1, 2016	5,000	8.84		March 1, 2019	1
March 1, 2016	20,000	8.84		March 1, 2019	1
February 18, 2016	18,348	8.43		December 31, 2016	1
June 26, 2015	1,000	9.84		June 26, 2018	1
February 20, 2015	10,000	8.45		February 20, 2018	1
February 20, 2015	34,200	8.45		December 31, 2015	1
February 5, 2015	50,000	8.55		February 5, 2018	1
January 29, 2015	20,170	7.93		December 31, 2015	1
January 15, 2015	20,000	8.38		January 15, 2017	1
November 17, 2014	3,500	9.26		November 17, 2017	1
April 8, 2014	27,500	8.89		April 8, 2017	3
March 24, 2014	46,000	9.18		March 24, 2017	1
March 4, 2014	5,000	8.75		March 4, 2017	1
January 1, 2014	12,626	8.82		December 31, 2014	1
August 16, 2013	3,000	7.57		August 16, 2016	1
May 31, 2013	45,000	7.21		May 31, 2016	3
March 1, 2013	10,000	7.35		March 1, 2016	1
February 24, 2012	34,000	5.96		December 31, 2014	1
February 24, 2012	90,000	5.96		February 24, 2015	1
January 1, 2012	100,000	5.26		January 1, 2016	4
November 21, 2011	10,000	4.41		November 21, 2014	1
April 1, 2011	25,000	6.82		April 1, 2016	1

Compensation expense related to restricted stock was $3.2 million, $1.4 million and $1.0 million in 2016, 2015 and 2014, respectively. As of December 31, 2016, there was $3.8 million of unrecognized compensation cost related to unvested restricted stock awards granted.

A summary of the status of First Commonwealth’s unvested service-based restricted stock awards as of December 31 and changes for the years ended on those dates is presented below:



	2016				2015				2014
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Outstanding, beginning of the year	231,834		$	8.01	265,000		$	7.08	271,000		$	6.07
Granted	121,348		9.88		135,370		8.41		94,626		9.03
Vested	(105,514	)	7.04		(168,536	)	6.87		(98,487	)	6.18
Forfeited	—		—		—		—		(2,139	)	5.96
Outstanding, end of the year	247,668		9.34		231,834		8.01		265,000		7.08

The following provides detail on restricted stock awards estimated to be granted on a performance award basis during 2016, 2015 and 2014. These plans were previously approved by the Board of Directors.



Grant Date	Target Share Award	Performance Period (years)	Award if threshold met		Award if targets are met		Award if superior met		Award if threshold not achieved		Vesting After Performance Period (years)	Final vesting
January 17, 2011	54,166	3	40	%	100	%	200	%	—	%	1	January 17, 2014
February 24, 2012	68,000	3	40	%	100	%	200	%	—	%	1	December 31, 2015
January 28, 2013	128,611	3	40	%	100	%	200	%	—	%	1	December 31, 2016
January 27, 2014	125,000	3	40	%	100	%	200	%	—	%	0	December 31, 2016
January 26, 2015	125,000	3	40	%	100	%	200	%	—	%	0	December 31, 2017
December 30, 2015	60,000	5									0	December 31, 2020
February 18, 2016	160,650	3	40	%	100	%	200	%	—	%	0	December 31, 2018

The following table summarizes the estimated unvested target share awards for the Plans as of December 31:



	2016		2015		2014
Outstanding, beginning of the year	320,705		284,000		250,777
Granted	176,936		185,000		126,389
Issued	(18,348	)	(34,200	)	(12,626	)
Forfeited	(52,697	)	(114,095	)	(80,540	)
Outstanding, end of the year	426,596		320,705		284,000

The estimated unvested target awards for the Plans have an estimated fair value of $14.18 per share for each year based on the closing price of Company stock as of December 31, 2016.