-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TfgClieGpT2oIXqg58ouUd7pSin5oKG98kZ+mZqOWCb58iyrUiUWSOfzXUlCX3/c 2Vg4LpRD4/HReFzBV8rs2g== 0000712537-97-000014.txt : 19970425 0000712537-97-000014.hdr.sgml : 19970425 ACCESSION NUMBER: 0000712537-97-000014 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970424 EFFECTIVENESS DATE: 19970424 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST COMMONWEALTH FINANCIAL CORP /PA/ CENTRAL INDEX KEY: 0000712537 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 241428528 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-25777 FILM NUMBER: 97586621 BUSINESS ADDRESS: STREET 1: OLD COURTHOUSE SQUARE STREET 2: 22 N SIXTH ST CITY: INDIANA STATE: PA ZIP: 15701 BUSINESS PHONE: 4123497220 MAIL ADDRESS: STREET 1: 22 NORTH SIXTH STREET STREET 2: P.O. BOS 400 CITY: INDIANA STATE: PA ZIP: 15701 S-8 1 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIRST COMMONWEALTH FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) PENNSYLVANIA 25-1428528 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 22 NORTH SIXTH STREET, INDIANA, PA 15701 (Address of Principal Executive Offices) (Zip Code) FIRST COMMONWEALTH FINANCIAL CORPORATION - 1995 COMPENSATORY STOCK OPTION PLAN (Full title of the plan) 22 NORTH SIXTH STREET Joseph E. O'Dell and David R. Tomb, Jr. INDIANA, PA 15701 (Name and address of agents for service) (412) 349-7220 (Telephone number, including area code, of agent for service) Calculation of Registration Fee
Proposed Amount Proposed maximum of Title of securities Amount to be maximum offering aggregate offering registration to be registered registered price per unit price fee Call options for Options for 18-3/8 (1) $18,375,000 $6,336.21 shares of the common 1,000,000 stock of registrant shares ($1.00 par value)
(1) Based upon actual exercise price for the first series of options granted under the Plan. FIRST COMMONWEALTH FINANCIAL CORPORATION - 1995 COMPENSATORY STOCK OPTION PLAN INDEX PART I Item 1. Plan Information Prospectus Item 2. Registrant Information and Prospectus Employee Plan Annual Information PART II Item 3. Incorporation of Documents By 2 Reference Item 4. Description of Securities 2 Item 5. Interests of Named Experts 2 and Counsel Item 6. Indemnification of Directors 2 and Officers Item 7. Exemption from Registration 5 Claimed Item 8. Exhibits 6 Item 9. Undertakings 25 SIGNATURES 26 PART II Item 3. Incorporation of Documents by Reference (a) The Registrant's latest annual report, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended, is hereby incorporated by reference. (b) Annual form 10-K and quarterly forms 10-Q as filed by the Registrant with the Securities and Exchange Commission are hereby incorporated by reference. Item 4. Description of Securities Not applicable Item 5. Interests of Named Experts and Counsel Not applicable Item 6. Indemnification of Directors and Officers Indemnification of the directors and officers of the Registrant derives from two sources, viz.: the Pennsylvania Business Corporation Law and the By-laws of the Registrant, all as described herein. Section 1741 of the Business Corporation Law of 1988 of the Commonwealth of Pennsylvania (the "Law") provides that, unless otherwise modified or restricted in a corporation's by-laws, a business corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party to, any contemplated, pending or completed action or proceeding, whether in law, equity, or criminal, administrative or investigatory (except for an action or proceeding by, or on behalf of, the corporation itself), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation or is or was serving at the behest of said corporation as a director, officer, employee or agent of any other domestic, foreign or alien corporation (whether such other corporation is a business, corporation, not-for-profit corporation or otherwise), partnership, sole proprietorship, trust or other enterprise against expenses of defense (including fees of counsel), judgments, fines and/or amounts paid in settlement actually and reasonably incurred by such person in connection with any such action or preceding. However, the Law further provides that the corporation may indemnify such person only if he acted in good faith and in a manner that he reasonably believed to be in, or not opposed to, the best interest of the indemnifying corporation and, with respect to any criminal or administrative proceeding or investigation, had no reasonable cause to believe that his conduct was prohibited or unlawful. However, a plea of guilty or nolo contendere or a judgment of conviction, order or decree in a civil action, or a finding in an administrative proceeding or settlement shall not, per se create a presumption that such person did not act in good faith and in a manner which he reasonably believed to be in, or in any criminal or administrative proceeding or investigation, had reasonable cause to believe that his conduct was not prohibited or unlawful. 2 Section 1742 of the Law further provides that, unless contrary to the By-laws of the corporation, a business corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any contemplated, pending or completed legal action or proceeding brought by the indemnifying corporation or in its name and on its behalf by reason of the fact that the indemnitee is or was a director, officer, employee or agent of the indemnifying corporation or is or was serving at the behest of said corporation as a director, officer, employee or agent of any other domestic, foreign or alien corporation (whether such other corporation is a business corporation, not-for-profit corporation or otherwise), partnership, sole proprietorship, trust or other enterprise, against expenses of defense (including fees of counsel) actually and reasonably incurred by such person in connection with the defense or settlement of such action if, and only if, such indemnitee acted in good faith and in a manner that he reasonably believed to be in, or not opposed to, the best interests of the indemnitor corporation. However, the Law further provides that indemnification shall not be made under this section in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless, and then only to the extent that, the Court of Common Pleas of the County in which the registered office of such corporation is located or the trial court in which such action is brought determines upon application in view of all of the circumstances, such person is fairly and reasonably entitled to indemnify for the expenses previously described in this paragraph. Section 1743 of the Law provides that, to the extent that a director, officer, employee or agent of the indemnitor corporation has been successful in defense of any action or proceeding referred to above, or in defense of any claim, issue or matter therein contained, such person shall, unless the corporation provides to the contrary in its By-laws, be indemnified against expenses of defense (including fees of counsel) actually and reasonably incurred by such person in connection therewith. Section 1744 of the Law provides that, except as provided in Section 1743 (as described in the previous paragraph), unless ordered by a court of competent jurisdiction, any indemnification pursuant to Sections 1741 or 1742 of the Law (as summarized above) shall be made by said corporation only after a determination in each particular case that indemnification is proper in the circumstances because the indemnitee has met the standard of care for indemnification described above. Such determination shall be made by the Board of Directors of such corporation by a majority vote of a quorum consisting only of those directors who were not parties to the action or proceeding, or if it is impossible to obtain such a quorum, or if a majority vote of the quorum consisting only of those directors who were not parties to the action or proceeding so directs, by a written opinion of independent legal counsel so appointed; or by a vote of the shareholders of the corporation. Section 1745 of the Law provides that expenses of defense (including fees of counsel) incurred in defending any action or proceeding may be paid by the indemnitor corporation in advance of the final disposition of the action or proceeding upon receipt of an undertaking by the director, officer, employee or agent to repay such amount if it is ultimately determined that such person is not entitled to be indemnified by the corporation. Section 1746 of the Law provides that the indemnification and advancement of expenses provided by the relevant sections of the Business Corporation Law of 1988 shall not be deemed exclusive or any other rights which an indemnitee may be entitled pursuant to any By-law, agreement, vote of shareholders or directors who were not parties to the action or proceeding, 3 both as to any action in which the indemnitee is named a party thereto in his official capacity and as to any action in which the indemnitee was named a party in his personal capacity or any other capacity while holding any of the offices described above. This section also provides that indemnification may not be made for willful, wanton or reckless conduct, and any provisions in the articles of incorporation or By-laws purporting to provide indemnification under those circumstances are void and of no effect. Section 1747 of the Law provides that, unless otherwise restricted in its By-laws, a corporation shall have the power to purchase and maintain insurance on behalf of any potential indemnitee as described above against liability asserted against such person and incurred by him, or arising out of his status as such person, whether or not the corporation would have the power to indemnify such person against such liability pursuant to the applicable provisions of the Business Corporation Law of 1988 as described above. This section specifically declares that the purchase and maintenance of such insurance is consistent with the public policy of the Commonwealth of Pennsylvania. Finally, Section 1750 of the Law provides that, unless otherwise provided when authorized or ratified, indemnification and advancing of expenses shall continue as to a person who has ceased to be a director, officer, employee or agent of the indemnitor and shall injure to the benefit of his heirs and personal representatives. Consistent with the Law as described above, Article 23 of the By- laws of the Registrant provide that the Registrant shall indemnify any director, officer, employee or former director, officer or employee who was or is a party to or is threatened to be made a party to, or is called as a witness in connection with, any contemplated, pending or completed action, suit or proceeding or investigation, whether civil, criminal or administrative, by reason of the fact that such person is or was a director, officer or employee of the Registrant, or is, or was, serving at the request of the Registrant as a director, officer, employee or agent of another corporation or other entity. In the case of an action or proceeding by, or on behalf of, the Registrant, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall be adjudged to be liable for misconduct in the performance of his duty to the Registrant, unless the Registrant shall determine that such person shall be entitled to indemnification, such determination to be made as described in the penultimate sentence of this paragraph. It is further provided that, unless otherwise ordered by a Court of competent jurisdiction, there shall be a presumption that any director, officer or employee in the circumstances described in the antepenultimate sentence of this paragraph shall be entitled to presumption that he is entitled to indemnification unless either a majority of the directors not involved in the action or proceeding, or, if there are less than three such directors, then the holders of one-third of the outstanding shares of the Registrant determine that such person is not entitled to such presumption. In the event of a latter such determination, a written opinion as to whether the persons involved are entitled to indemnification is to be provided by independent counsel. Finally, Section 12.3 of the By-laws of the Registrant further provides that, except as is specifically otherwise provided by law, a director of the Registrant will not be liable for monetary damages with respect to any action taken, or any failure to act, unless such director has breached or failed to perform the duties of his office under Pennsylvania law relating to standards of care and justifiable reliance and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. That section also provides that any amendment or repeal of it which has the effect of reducing director indemnification or increasing director liability shall 4 operate prospectively only and shall not affect any action taken, or any failure to act, prior to the adoption of any such amendment or repeal. The Registrant maintains directors' and officers' liability insurance covering its directors and officers with respect to liabilities, including liabilities and the Securities Act of 1933, which they may incur in connection with their serving in such capacity. Under the provisions of this insurance policy, the Registrant receives reimbursement for amounts which the directors and officers are indemnified by the Registrant under Article 23 of the By-laws of the Registrant as summarized above. Such insurance also, provides certain additional coverage for the directors and officers against certain liabilities even though such liabilities may not be covered by the indemnification provisions described above. Item 7. Exemption from Registration Claimed Not applicable 5 Item 8. EXHIBITS Documents filed as part of this Registration Statement: Exhibit Number Description Page Number 8.4 Instruments Defining Rights 7 of Security Holders, Including Indentures [First Commonwealth Financial Corporation 1995 Compensatory Stock Option Plan] 8.5 Opinion Regarding Legality 18 8.23a Consent of Certified Public 21 Accountant to incorporation of report by reference 8.23b Consent of Legal Counsel to 22 incorporation of Opinion Regarding Legality [Exhibit 8.5] 8.24 Power of Attorney 23 6 Item 9. UNDERTAKINGS The undersigned registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. The undersigned registrant hereby further undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered thereon, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. The undersigned registrant hereby further undertakes to remove from registration by means of a post-effective amendment any of the securities being registered at the termination of the offering. The undersigned registrant hereby further undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 25 SIGNATURES Pursuant to the requirements of Section 10(a) of the Securities Act of 1933 the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Indiana, Pennsylvania, this 22nd day of April, 1997. FIRST COMMONWEALTH FINANCIAL CORPORATION (Registrant) By/S/JOSEPH E. O'DELL JOSEPH E. O'DELL President and Chief Executive Officer 26 EX-4 2 EXHIBIT 8.4, page 1 FIRST COMMONWEALTH FINANCIAL CORPORATION COMPENSATORY STOCK OPTION PLAN Article I Purpose The purpose of this Compensatory Stock Option Plan (the "Plan") is to encourage stock ownership by certain executive employees (in accordance with Article III hereof) of First Commonwealth Financial Corporation, a bank holding corporation organized and existing pursuant to the laws of the Commonwealth of Pennsylvania, and with its principal place of business in Indiana, Pennsylvania, and its subsidiaries and affiliates (hereinafter collectively referred to as the "Corporation") so that they may acquire a proprietary interest in the success of the Corporation. The term "subsidiaries and affiliates" shall have the same meaning as the term "subsidiary corporation" is defined in Section 424(f) of the Internal Revenue Code of 1986, as amended (the "Code") and shall include any such subsidiaries and affiliates which may become such after the adoption of this Plan. This Plan is intended to provide an incentive for the maximum effort in the successful operation of the Corporation and to encourage covered executives of the Corporation to remain in the employ of the Corporation. It is further intended that the options granted pursuant to this Plan shall constitute "incentive stock options" within the meaning of Section 422 of the Code, to the extent permitted by said Section 422, and that any such stock options granted pursuant to this Plan which is in excess of the amount permitted by said Section 422, or which otherwise fails to meet the requirements for an incentive stock option pursuant to said section shall be considered as a non-qualified stock option. Article II Administration This Plan shall be administered by the Executive Compensation Committee (the "Committee") of the Board of Directors of First Commonwealth Financial Corporation. Pursuant to the by-laws of First Commonwealth Financial Corporation and the rules of the Board of Directors, such Committee shall consist exclusively of "disinterested directors" as that term is defined in the rules and regulations of the Securities and Exchange Commission issued pursuant to Section 10(b) of the Securities Exchange Act of 1934, as amended. The Committee shall have the specific authority and power to: 7 EXHIBIT 8.4, page 2 (a). Determine which of the eligible employees of the Corporation (as determined pursuant to Article III hereof) shall be granted options, when such options shall be granted, the number of shares of the common stock of First Commonwealth Financial Corporation that is subject to each option and the terms and conditions of each such option; (b). Prescribe, and amend from time to time, rules and regulations for administering this Plan; and (c). Decide any questions arising as to the interpretation or application of any of the provisions of this Plan. The determination of the Committee as to any of these matters shall be final and binding upon all parties and entities whomsoever and shall be reported to the Board of Directors of First Commonwealth Financial Corporation in accordance with the by-laws of said First Commonwealth Financial Corporation and the rules of the Board of Directors pertaining thereto. Article III Eligible Executives The persons who shall be eligible to receive options pursuant to the terms of this Plan shall be (a) all officers of First Commonwealth Financial Corporation, (b) all officers of any subsidiary or affiliate of First Commonwealth Financial Corporation which is a bank and (c) all executives of any subsidiary or affiliate of First Commonwealth Financial Corporation which is not a bank, who, in the opinion of the Committee, hold positions of authority and responsibility equal to that hereinabove described. In no event shall any person have any right to receive a stock option under this Plan by virtue of being an eligible executive in accordance with this Article. A grantee of an option under this Plan (an "Optionee") may hold more than one option hereunder, each such option to constitute an independent right to purchase the shares of common stock of First Commonwealth Financial Corporation under the terms and conditions applicable thereto. Notwithstanding any other provision of this Plan, no executive otherwise eligible hereunder shall be a person eligible to receive options under this Plan if he then actually or beneficially owns common stock representing more than ten percent (10%) of the total issued and outstanding common shares of First Commonwealth Financial Corporation; providing, further that any such ownership shall be determined after incorporating the attribution rules of Section 318 of the Code, and the regulations thereunder. 8 EXHIBIT 8.4, page 3 Article IV Stock To Be Sold Pursuant To This Plan The stock to be sold to an Optionee upon the exercise of his option granted under this Plan shall be the common stock of First Commonwealth Financial Corporation ($5.00 par value) which may be either authorized but unissued shares or issued shares held in, or hereinafter acquired for, the treasury of First Commonwealth Financial Corporation. The aggregate number of shares of such common stock for which options may be granted hereunder may not exceed one-million (1,000,000) shares, and the aggregate number of shares for which options may be granted and held by any one person hereunder may not exceed two- hundred fifty-thousand (250,000) shares. In the event that any outstanding option under this Plan expires without being exercised, or is canceled in accordance with the terms of this Plan, the shares of common stock subject to such options may again be subject to an option under this Plan. First Commonwealth Financial Corporation shall not be required, or permitted, to deliver any shares pursuant to the exercise of an option under this Plan if such delivery would subject First Commonwealth Financial Corporation, the Optionee or any other person to any penalty or forfeiture (whether civil or criminal) under the securities laws of the United States or of any state or territory thereof, or of any foreign country. The Committee in its sole discretion shall determine the registration and other legal requirements applicable thereto. Article V Terms And Conditions Of Options Each option granted under this Plan shall be evidenced by an agreement in writing which shall be subject to such amendment and modification from time to time as the Committee shall deem necessary to comply with applicable laws or regulations, and which shall contain, in such form and with such other provisions as the Committee shall from time to time determine, provisions which shall comply with the following terms and conditions: (a). The Number of Shares - Each option shall state the number of shares of common stock of First Commonwealth Financial Corporation which shall be subject to the option. (b). Exercise Price - Each option shall state the exercise price per share of common stock of First Commonwealth Financial Corporation, which price shall be equal to the composite closing price of said common stock on the date of the granting of the option, but if there shall be no composite price at the close of the market on that day because trading in that security shall have been suspended or for other reasons, then the composite price at the close of trading on the last day immediately prior thereto in which such price exists shall be used. 9 EXHIBIT 8.4, page 4 (c). Medium and Time of Payment - Each option shall state that the exercise price shall be payable in United States dollars upon the exercise of the option, and the exercise of any option and delivery of the shares sold to the Optionee pursuant to the terms of the option shall be contingent upon the payment by the Optionee of the full exercise price to First Commonwealth Financial Corporation. (d). Term During Which Option May Be Exercised - Each option shall provide that it may not be exercised prior to said option being vested (as hereinafter provided), nor may such option be exercised at all subsequent to a date which shall be the tenth anniversary of the date that such option was granted, and any such option not exercised by said tenth anniversary shall expire at that time. Such option shall expire on said tenth anniversary even if it had never become vested prior thereto. (e). Vesting of Options - The Committee shall decide with respect to each option whether such option shall incorporate performance criteria vesting or not. With respect to those options that the Committee has decided shall not incorporate performance criteria vesting, each such option shall provide that it shall be vested on a date which the Committee shall determine, such date being not less than six (6) months from the date of such grant nor more than five (5) years from such date; provided that said option shall only be vested on such date if the Optionee continued in the employment of the Corporation from the date that the option was granted to the vesting date so established. With respect to each such option that the Committee has decided shall include performance criteria vesting, each such option shall provide that it shall be vested on a date which the Committee shall determine, such date being not less than six (6) months from the date of such grant nor more than five (5) years from such date; provided that such option shall only be vested on such date if the Optionee continued in the employment of the Corporation from the date that the option was granted to the vesting date so established, and then only if, on such date, the ratio of (i) the composite price at the close of trading of the stock which is subject to the option on such date to (ii) the exercise price per share of stock for such option shall not be less than such amount as is prescribed by the Committee with respect to that option. Each such option shall further provide that if on that date the aforesaid ratio shall be less than the amount prescribed by the Committee, the option shall be vested on the first date thereafter that the ratio of (i) the composite price at the close of trading of the stock which is subject to the option to (ii) the exercise price per share of stock for such option shall not be less than such amount as is prescribed by the Committee with respect to the option. (f). Maximum Value of Stock With Respect To Which Options Are Exercisable For The First Time In Any Calendar Year - Each option shall provide that in the event that the aggregate exercise price of all options hereunder which are exercisable hereunder for the first time by an Optionee during any one calendar year plus the fair market value (determined at the time that the option is granted) of stock with respect to which options are exercisable under all other incentive 10 EXHIBIT 8.4, page 5 stock option plans of the Corporation shall exceed one- hundred-thousand dollars ($100,000), the options with respect to such excess shall be treated as options which are not incentive stock options, but are non-qualified stock options. For this purpose, options shall be taken into account in the order in which they were granted, designating the earliest of such options as incentive stock options to the maximum extent permitted by the rule herein stated. In the case of an option that is to be treated in part as an incentive stock option and in part as a non-qualified stock option, First Commonwealth Financial Corporation may designate the shares of common stock that are to be treated as stock acquired pursuant to the exercise of an incentive stock option by issuing a separate certificate for such shares (or by separately recording such shares on the book entry records of the transfer agent) and by identifying the certificate or the book entry shares as incentive stock option shares in the stock transfer records of First Commonwealth Financial Corporation. (g). Transfer of Option - Each option shall provide that such option (or Company part thereof) shall not be transferable either by the Optionee or by operation of law during the Optionee's lifetime and at said Optionee's death said option (or any part the thereof) shall only be transferable by said Optionee's will or by the laws of descent and distribution. Any such option (or any part thereof) may be exercisable during the lifetime of the Optionee only by the Optionee. Any option, and any and all rights granted to the Optionee thereunder, to the extent not theretofore effectively exercised shall automatically terminate and expire upon any sale, transfer or hypothecation or any attempted sale, transfer or hypothecation of any such option (or any part thereof), or upon the bankruptcy or insolvency of the Optionee. (h). Vesting on Death or Disability - Each option shall provide that notwithstanding the vesting requirements otherwise contained therein, such option shall be vested upon the death of the Optionee or upon his becoming totally disabled. For this purpose "totally disabled" shall be defined as a physical or mental infirmity, injury or disease that in the opinion of the Committee based upon objective medical evidence, prevents the Optionee from engaging in employment with the Corporation in a position similar to the Optionee's position with the Corporation prior to so becoming disabled for a period of at least twelve (12) months from the date of onset of such disability. (i). Termination of Employment - Each option shall provide that it may not be exercised by an Optionee subsequent to his termination of employment with the Corporation, except as otherwise hereinafter stated in this subsection, but in any event specifically subject to the provisions of sections (d) and (e) of this Article V. Said option shall therefore provide that solely to the extent provided herein, it may be exercised after the optionee's termination of employment, to wit: 11 EXHIBIT 8.4, page 6 (i). Upon Retirement - Options granted under the Plan and otherwise exercisable may be exercised within three (3) months after the Optionee retires from the employ of the Corporation. For this purpose, "retirement" means only the termination of employment of the Optionee with the Corporation after both (a) having completed at lease ten (10) years of employment with the Corporation and (b) having attained the age of sixty (60), provided that the Optionee shall not thereafter become employed, or intend to become employed, by any employer in competition with the Corporation, and said Optionee provides such assurances to the Committee, and enters into such agreements as the Committee may request, as is satisfactory to the Committee with respect to the future intent of the Optionee. (ii). Upon Disability - Options granted under this Plan and either otherwise exercisable or exercisable as a result of such disability may be exercised within three (3) months after the Optionee terminates his employment with the Corporation because of disability. For this purpose a "disability" means a physical or mental infirmity, injury or disease that, in the option of the Committee, prevents the Optionee from engaging in employment with the Corporation prior to so becoming disabled for a period of at least twelve (12) months from the date of onset of such disability. (iii). Upon Death - Options granted under this Plan and otherwise exercisable or exercisable as a result of such death may be exercised by the legal representatives of the Optionee's estate or the legatees or distributees as provided by law within three (3) months after the death of an Optionee who was entitled, on his date of death, to exercise an option or options as herein provided. (j). Acceleration - Each option shall provide that the Committee may, in its sole discretion, in the event of the merger, consolidation, dissolution or liquidation of First Commonwealth Financial Corporation, accelerate the expiration date of any option, but the Committee shall not thereby shorten the remaining exercise period to such an extent that it no longer gives Optionees who are then entitled to exercise their options a reasonable period to do so. (k). Rights As A Shareholder - Each option shall provide that an Optionee shall have no rights as a shareholder with respect to any shares covered by any of said Optionee's options until the date that said Optionee exercises such options as herein provides and delivers to First Commonwealth Financial Corporation full payment therefor. No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date on which the exercise of 12 EXHIBIT 8.4, page 7 the option is to be effective, except for the provisions to prevent dilution in the case of stock dividends, in accordance with Article VII hereof. (l). Documents To Be Delivered To Optionees - Each option shall provide that upon the grant of an option to an Optionee, there shall be delivered to the Optionee a prospectus describing the options granted hereunder, the common shares which are subject to the option and such other information as may be required by the securities laws and regulations of the United States, any state or territory thereof or any foreign country. (m). Compliance With Securities Exchange Act of 1934, As Amended - Each option shall provide that, notwithstanding anything to the contrary, an option shall always be granted and exercised in a manner so as to conform to the provisions of Rule 16b-3, or any replacement rule, adopted pursuant to the provisions of the Securities Exchange Act of 1934, as amended from time to time. (n). Other Provisions - Each option shall further contain such provisions as the Committee shall determine, including, without limitation, restrictions upon the exercise of the option, and, in any event, shall include such provisions, limitations and restrictions as shall be necessary or advisable to cause such option to be an incentive stock option to the maximum extent permitted by law pursuant to Section 422 of the Code. Article VI Notice of Intent To Exercise Options An Optionee desiring to exercise an option granted hereunder, as to one or more of the shares subject to such option, shall notify the Committee in writing to that effect, specifying the number of shares to be purchased, in a form satisfactory to the Committee. Article VII Antidilution If any stock dividend shall be declared upon the common stock of First Commonwealth Financial Corporation, or if said stock shall be subject to a stock split, subdivision or consolidation, or if the common stock shall be recapitalized or First Commonwealth Financial Corporation reorganized, then, in each such event, the number of shares otherwise subject to the option, the class of shares and the issuing corporation shall all be adjusted as necessary to be equivalent, to the maximum possible extent, to such shares prior to any such transaction. The grant of an option pursuant to the Plan shall not affect in any way the right or power of First Commonwealth Financial Corporation to make adjustments, reclassification, reorganizations or changes of its capital or business structure or to merge, consolidate, liquidate or sell any part or all of its business or assets. 13 EXHIBIT 8.4, page 8 Article VIII Expiration and Termination of Plan Options may be granted under the Plan at any time until terminated by the Board of Directors, provided, however this Plan shall in any event terminate by the sixteenth day of October, 2005, which is ten years from the date of its adoption by the Board of Directors, if not terminated prior thereto. Article IX Change In Control Notwithstanding any other provision of this Plan, each option shall provide that upon the occurrence of a "change in control" each option then outstanding shall be and become vested as of the date of occurrence of such "change in control". For this purpose, a "change in control" shall have occurred if, at any time, any person or group of persons acting in concert (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the regulations of the Securities and Exchange Commission promulgated thereunder) shall acquire legal or beneficial ownership interest, or voting rights, in twenty-five percent (25%) or more of the common voting stock of First Commonwealth Financial Corporation. Article X Amendment of the Plan The Board of Directors may, at any time from time to time, without the consent of any other party including the holders of the common shares of First Commonwealth Financial Corporation, amend this Plan in any respect whatsoever or suspend or discontinue this Plan. However, notwithstanding the previous sentence, no such amendment may be made with respect to options already granted prior to the effective date of such amendment or with respect to any shares of the common stock of First Commonwealth Financial Corporation then subject to an option as herein provided. Furthermore, no such amendment shall be made, nor shall any decision to suspend or discontinue this Plan be made to the extent prohibited by law in any respect. Furthermore, any such amendment which has the effect of (a) increasing the number of shares of common stock of First Commonwealth Financial Corporation (except to the extent required by Article VII hereof) which are subject to options pursuant to this Plan, (b) changing the designation of the class of executives or employees of the Corporation eligible to receive grants of options as herein provided, (c) removing the administration of the Plan from the Committee (d) allowing any member of Committee to be eligible to receive a grant of an option pursuant to this Plan while serving as a member of said Committee, or (e) changing the Plan in any manner that will cause options issued hereunder to then fail to meet the requirements of "incentive stock options" as defined in Section 422 of the Code (except to the extent required by section (f) of Article V hereof) or which will result in a failure to comply with Section 16(b)(3) of the Securities Exchange Act of 1934, as amended, or the rules and regulations of the Securities 14 EXHIBIT 8.4, page 9 and Exchange Commission issued thereunder shall not become effective unless, and until, such amendment shall be approved by the holders of a majority of the outstanding common shares of First Commonwealth Financial Corporation, in accordance with the charter and by-laws of said First Commonwealth Financial Corporation and applicable legal requirements. Article XI Granting of Options The granting of any option pursuant to this Plan shall be entirely in the discretion of the Committee and nothing herein contained shall be considered to give any eligible executive or other person any right to participate under this Plan or to receive any option under it. The granting of an option shall impose no duty upon the Optionee to exercise any such option or to purchase any of the common or other stock of First Commonwealth Financial Corporation. Neither the adoption and maintenance of this Plan not the granting of an option pursuant to this Plan shall be deemed to constitute a contract of employment between the Corporation and any employee thereof or to be a condition of the employment of any person. Nothing herein contained shall be deemed to (a) give to any employee the right to be retained in the employ of the Corporation, (b) interfere with the right of the Corporation to discharge or make redundant any employee at any time, (c) give to the Corporation the right to require any employee to remain in its employ or (d) interfere with any employee's right to terminate his employment at any time. Article XII Government Regulations This Plan and the granting and exercise of any options hereunder and the obligations of First Commonwealth Financial Corporation to sell and deliver shares of its common stock under any such option shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies as may be required. Article XIII Proceeds From Sale of Stock Proceeds received by First Commonwealth Financial Corporation from the sale of any of its common shares to any Optionee pursuant to the terms of an option shall be for the general business purposes of the First Commonwealth Financial Corporation. Article XIV Reporting Requirements The Committee shall furnish each Optionee hereunder with such information relating to the exercise of any option granted hereunder to said Optionee as is required by the Code and applicable securities laws of the United States and any state or territory thereof. 15 EXHIBIT 8.4, page 10 Article XV Approval of Shareholders This Plan shall be void and of no effect, and no option granted hereunder shall be exercisable but rather such option shall be void ab initio to the same extent and purpose as if it was never granted unless this Plan shall be approved and ratified by the holders of a majority of the outstanding shares of the common stock of First Commonwealth Financial Corporation not later than one (1) year after its adoption by the Board of Directors of First Commonwealth Financial Corporation, in accordance with the charter and by-laws of said First Commonwealth Financial Corporation and applicable legal requirements. Article XVI Interpretation The terms of this Plan are intended to conform to all present and future regulations and rulings of the Secretary of the Treasury or his delegate relating to the qualification of incentive stock options under Section 422 of the Code, and the Plan is to be interpreted consistent with such intent. All terms in the masculine gender shall include the feminine, and all terms in the singular shall include the plural, and the converse, in all cases in which they would so apply. The headings have been inserted for convenience of reference only and are to be ignored in any interpretation of this Plan or any option issued pursuant hereto. IN WITNESS WHEREOF, and as conclusive evidence of the adoption of this Compensatory Stock Option Plan of First Commonwealth Financial Corporation by the Board of Directors of First Commonwealth Financial Corporation, we, the undersigned officers of First Commonwealth Financial Corporation, being duly authorized, have set our hands and seals this 17th day of October , 1995. Recommended by the Executive Compensation Committee to the Board of Directors at a meeting of said Committee held on the sixteenth day of October, 1995 Adopted by the Board of Directors at a meeting of said Board held on the seventeenth day of October, 1995. 16 EXHIBIT 8.4, page 11 (Corporate Seal) FIRST COMMONWEALTH FINANCIAL CORPORATION Attest: By/S/JOSEPH E. O'DELL (L.S.) Joseph E. O'Dell President and Chief Executive Officer /S/DAVID R. TOMB, JR. (L.S.) Secretary 17 EX-5 3 EXHIBIT 8.5, page 1 July 30, 1996 Management and Board of Directors of First Commonwealth Financial Corporation 22 North Sixth Street Indiana, PA 15701 Gentlemen: First Commonwealth Financial Corporation (the "Corporation") has adopted the First Commonwealth Financial Corporation 1995 Compensatory Stock Option Plan (the "Plan") by resolution of the Board of Directors adopted at its November 16, 1995 meeting and by resolution of the shareholders of the Corporation adopted at its annual meeting held on April 20, 1996. In connection therewith, you have requested our opinion with respect to the following issues: 1. Whether the options which are the subject of the Plan can be lawfully issued by the Corporation, and whether when so issued they will be fully paid and non-assessable. 2. Whether the Plan conforms to all applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code") and the Employee Retirement Income Security Act of 1974, as amended ("ERISA," 88 Stat 829). We have examined each of these issues seriatim and opine accordingly with respect thereto, as follows: I. We have reviewed the corporate charter and by-laws of the Corporation and such other documents as we considered relevant and, as a result of such review, have formed the opinion, and hereby opine, that the Corporation has the legal power, pursuant to its charter and by-laws and the relevant provisions of Pennsylvania law, to issue options to certain of its senior executives to permit such senior executives to purchase from the Corporation the number of shares of the common stock ($1.00 par value) of the Corporation stated in the option agreements, at the exercise price, and in accordance with the specific terms and conditions, stated in each option agreement. The power of a Pennsylvania corporation to issue options with respect to its own shares is specifically granted by 15 Pa C S 1525 (entitled "stock rights 18 EXHIBIT 8.5, page 2 and options"). Only two exceptions to this broad general power are provided by statute and case law, and clearly neither one is applicable to the present instance. The first exception prohibits the issuance of option for the acquisition of a Corporation's own stock is the issuance of such options are specifically prohibited by the Corporation's charter, a restriction clearly not contained in the Corporation's charter. The second restriction is that options may not be issued to the extent that such options have the effect of reducing the equity of the Corporation below the minimum required by law. Again, this is clearly not applicable in the case of the Corporation. Furthermore, 15 Pa C S 1502(a)(15) specifically grants to Pennsylvania corporations the power to adopt and amend pension, profit sharing, stock option and other plans for the benefit of its employees. A related issue that arises is whether the options granted pursuant to the Plan constitute a "sale" of those options, or a solicitation of an offer to purchase those options, within the meaning of the Securities Act of 1933. The leading case interpreting the word "sale" in this context is SEC v. W. J. Howey Co. 328 US 293 (1946). It defined a "sale" for this purpose as involving "[t]he test [of] whether the scheme involves an investment of money in a common enterprise with profits to come solely from the efforts of others." Howey at 301. The Supreme Court specifically addressed the question as to whether the grant of a non-contributory benefit (i.e., one in which the participant pays no money in order to receive the benefit, in this case the stock option) has a sufficient involvement of money or moneysworth to constitute a "sale" within the Howey definition and decided that it did not [Teamsters v. Daniel (439 US 551 (1979))]. Accordingly, it is further our opinion that the mere granting of the stock options under the Plan do not constitute either an offer to sell or a solicitation of an offer to buy a security within the meaning of Section 2 of the Securities Act of 1933. II. It is further our opinion that the Plan does not constitute a "pension plan" or an "employee welfare benefit plan" within the meaning of ERISA, and therefore is not subject to the provisions of ERISA. Pursuant to its terms, ERISA governs two types of plans [ERISA, Section 3(3)], viz.: "employee welfare benefit plans" and "pension plans." ERISA Section 3(1) defines an "employee welfare benefit plan" as "any plan, fund or program...to the extent that such plan, fund or program was established or is maintained for the purpose of providing for its participants or their beneficiaries...(A) medical, surgical or hospital care or benefits, or benefits in the event of sickness, accident, disability, death or unemployment, or vacation benefits, apprenticeship or other training programs, or day care centers, 19 EXHIBIT 8.5, page 3 scholarship funds or prepaid legal services, or (B) [benefits that are collectively bargained between management and trade unions]. Furthermore a "pension plan" is defined as [ERISA Section 3(2)] "any plan, fund, or program...to the extent that by its express terms or as a result of surrounding circumstances such plan, fund or program- (i) provides retirement income to employees, or (ii) results in a deferral of income by employees for periods extending to the termination of covered employment or beyond." Since the options under the Plan are generally designed to be exercised while the executive continues in the employment of the Corporation or the relevant subsidiary and not after his retirement therefrom, the Plan does not meet the definition of either an "employee welfare benefit plan" or an "employee pension plan" and is, therefore, in our opinion, not subject to the provisions of ERISA. Finally, the Plan provides for the issuance and granting of two types of compensatory stock options, viz.: Incentive Stock Options ("ISOs") and Non-Qualified Stock Options ("NQSOs"). In order to constitute an ISO, the stock options granted, and the Plan, must meet the requirements of Section 422 of the Code. Such options are then taxed under the more favorable income tax rules of Section 421 of the Code. Accordingly, we have examined the provisions of the Plan, the related individual stock option agreements and such other documents as we deemed necessary and, as a result thereof, we have formed an opinion, and hereby opine, that those options issued as ISOs conform to the requirements for incentive stock options pursuant to Section 422 of the Code and are therefore subject to taxation pursuant to Section 421 of the Code. It is our further opinion that those options issued as NQSO do not meet the requirements of statutory stock options pursuant to Subtitle A, Chapter 1, Subchapter D, Part II of the Code, and are therefore subject to income taxation pursuant to Section 83 of the Code, and more specifically, Treasury Regulation 1.83-7. Very truly yours, /S/HARVEY PASTERNACK Harvey Pasternack HP:cll 20 EX-23 4 EXHIBIT 8.23a, page 1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated January 17, 1997 accompanying the consolidated financial statements incorporated by reference of First Commonwealth Financial Corporation and Subsidiaries on Form 10-K for the year ended December 31, 1996. We hereby consent to the incorporation by reference of said reports in the Registration Statement of First Commonwealth Financial Corporation and Subsidiaries on Form S-8 (File No. 33-55687). /S/GRANT THORNTON, LLP Philadelphia, Pennsylvania April 18, 1997 21 EX-23 5 EXHIBIT 8.23b, page 1 CONSENT OF COUNSEL We hereby consent to the incorporation of our opinion letter dated July 26, 1996 into the registration on Form S-8 filed by First Commonwealth Financial Corporation (the "Registrant"). Very truly yours, /S/HARVEY PASTERNACK Harvey Pasternack 22 EX-24 6 EXHIBIT 8.24, page 1 POWER OF ATTORNEY KNOWN ALL ME BY THESE PRESENTS - that each person whose signature appears below constitutes and appoints Joseph E. O'Dell and David R. Tomb, Jr., and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to do done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this report has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE AND CAPACITY DATE /S/JOSEPH E. O'DELL MARCH 15, 1997 Joseph E. O'Dell, President and CEO and Director /S/DAVID R. TOMB, JR. MARCH 15, 1997 David R. Tomb, Jr., Senior Vice President, Secretary and Treasurer and Director /S/JOHN J. DOLAN MARCH 15, 1997 John J. Dolan, Sr. Vice President and Comptroller & CFO (Also Chief Accounting Officer) /S/EDWARD T. COTE MARCH 15, 1997 Edward T. Cote, Director /S/ROBERT C. WILLIAMS MARCH 15, 1997 Robert C. Williams, Director /S/JOHNSTON A. GLASS MARCH 15, 1997 Johnston A. Glass, Director 23 EXHIBIT 8.24, page 2 /S/A. B. HALLSTROM MARCH 15, 1997 A. B. Hallstrom, Director /S/E. H. BRUBAKER MARCH 15, 1997 E. H. Brubaker, Director /S/DALE P. LATIMER MARCH 15, 1997 Dale P. Latimer, Director /S/CHARLES J. SHEFTIC MARCH 15, 1997 Charles J. Sheftic, Director /S/DAVID F. IRVIN MARCH 15, 1997 David F. Irvin, Director /S/JOSEPH W. PROSKE MARCH 15, 1997 Joseph W. Proske, Director /S/THOMAS L. DELANEY MARCH 15, 1997 Thomas L. Delaney, Director /S/ROBERT E. KOSLOW MARCH 15, 1997 Robert E. Koslow, Director /S/E. JAMES TRIMARCHI MARCH 15, 1997 E. James Trimarchi, Director 24 -----END PRIVACY-ENHANCED MESSAGE-----