Unassociated Document


     

    Exhibit
10.1

    
 

    FORM
OF

    RESTRICTED
STOCK AWARD AGREEMENT

    FOR
THE FIRST SAVINGS FINANCIAL GROUP, INC. 2010 EQUITY INCENTIVE PLAN

    


    This
Award Agreement is provided to [                     ]
(the “Participant”) by First Savings Financial Group, Inc. (the “Company”) as of
_____________, 2010 (the
“Grant Date”), the date the Compensation Committee of the Board of Directors
(the “Committee”) awarded the Participant a restricted stock award pursuant to
the First Savings Financial Group, Inc. 2010 Equity Incentive Plan (the “2010
Plan”), subject to the terms and conditions of the 2010 Plan and this Award
Agreement:

     

    
      
        
          
            
              
                
                  	
                          1.

                        	 	
                          Number
      of Shares Subject

                        	 	 
      
	 
      	 	
                          to Your Restricted Stock
      Award:

                        	 	
                          [                   ]
      shares of Common Stock (“Shares”), subject to adjustment as may be
      necessary pursuant to Article 10 of the 2010 Plan.

                        
	 
      	 	 
      	 	 
      
	
                          2.

                        	 	
                          Grant
      Date:

                        	 	
                          _________________,
      2010

                        


                

              

            

          

        

      

    

    


    Unless
sooner vested in accordance with Section 3 of the Terms and Conditions (attached
hereto) or otherwise in the discretion of the Committee, the restrictions
imposed under Section 2 of the Terms and Conditions will expire on the
following dates and the Shares will be distributed; provided that the
Participant is still employed by or in service with the Company or any of its
subsidiaries:

    


    
      
        
          
            
              
                
                  	
                          Percentage of

                          Shares Vesting

                        	 	
                          Number of 

                          Shares Vesting

                        	 	
                          Date

                        
	 
      	 	 
      	 	 
      
	
                          20%

                        	 	 
      	 	 
      
	
                          40%

                        	 	 
      	 	 
      
	
                          60%

                        	 	 
      	 	 
      
	
                          80%

                        	 	 
      	 	 
      
	
                          100%

                        	 	 
      	 	 
      


                

              

            

          

        

      

    

    


    IN WITNESS WHEREOF, First Savings
Financial Group, Inc., acting by and through the Committee, has caused this
Award Agreement to be executed as of the Grant Date set forth
above.

    


    
      
        	
                FIRST
      SAVINGS FINANCIAL GROUP, INC.

              
	 
      
	
                By: 

              	
                    

              
	 
      	
                On behalf of the Compensation
      Committee

              


      

    

    
      
        	
                Accepted
      by Participant:

              
	 
      
	
                    

              
	
                [                          ]

              
	 
      
	
                     

              
	
                Date

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    TERMS
AND CONDITIONS

    


    
      	
              1.

            	
              Grant of
      Shares.  The Grant Date and number of Shares underlying
      your Restricted Stock Award are stated on page 1 of this Award
      Agreement.  Capitalized terms used herein and not otherwise
      defined shall have the meanings assigned to such terms in the 2010
      Plan.

            


    

    


    
      	
              2.

            	
              Restrictions.  The
      unvested Shares underlying your Restricted Stock Award (the “Restricted
      Shares”) are subject to the following restrictions until they expire or
      terminate.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Restricted
      Shares may
      not be sold, transferred, exchanged, assigned, pledged,
      hypothecated or otherwise
encumbered.

            


    

    
      	
               
      

            	
              (b)

            	
              If
      your employment or service with the Company or any Affiliate terminates
      for any reason other than as set forth in paragraph (b) of Section 3
      hereof, then you will forfeit all of your rights, title and interest in
      and to the Restricted Shares as of the date of termination, and the
      Restricted Shares shall revert to the Company under the terms of the 2010
      Plan.

            


    

    
      	
               
      

            	
              (c)

            	
              Restricted
      Shares are subject to the vesting schedule set forth on page 1 of this
      Award Agreement.

            


    

    


    
      	
              3.

            	
              Expiration and Termination of
      Restrictions.  The restrictions imposed under Section 2
      will expire on the earliest to occur of the following (the period prior to
      such expiration being referred to herein as the “Restricted
      Period”):

            


    

    


    
      	
               
      

            	
              (a)

            	
              If
      applicable, as to the percentages of the Shares specified in the vesting
      schedule on page 1 of this Award Agreement, on the respective dates
      specified in the vesting schedule on page 1; provided you are then still
      employed by or in the service of the Company or an Affiliate;
      or

            


    

    
      	
               
      

            	
              (b)

            	
              Upon
      termination of your employment or service by reason of death or
      Disability; or

            


    

    
      	
               
      

            	
              (c)

            	
              Upon
      a Change in Control (as defined in the 2010
  Plan).

            


    

    


    
      	
              4.

            	
              Delivery of
      Shares.  Once the Shares are vested (see vesting schedule
      on page 1), the Shares (and accumulated dividends and earnings (if any),
      unless the Compensation Committee elects to pay out the accumulated
      dividends and earnings prior to vesting), will be distributed in
      accordance with your instructions.

            


    

    


    
      	
              5.

            	
              Voting and Dividend
      Rights.  As beneficial owner of the Shares, you have full
      voting and dividend rights with respect to the Shares during and after the
      Restricted Period.  If you forfeit your rights under this Award
      Agreement in accordance with Section 2, you will no longer have any rights
      as a shareholder with respect to the Restricted Shares and you will no
      longer be entitled to receive dividends on the
  Shares.

            


    

    


    
      	
              6.

            	
              Changes in Capital
      Structure.  Upon the occurrence of a corporate event
      (including, without limitation, any stock dividend, stock split,
      extraordinary cash dividend, recapitalization, reorganization, merger,
      consolidation, split-up, spin-off, combination or exchange of shares),
      your award will be adjusted as necessary to preserve the benefits or
      potential benefits of the award.  Without limiting the above, in
      the event of a subdivision of the outstanding Stock (stock-split), a
      declaration of a dividend payable in Stock, or a combination or
      consolidation of the outstanding Stock into a lesser number of Shares, the
      Shares subject to this Award Agreement will automatically be adjusted
      proportionately.

            


    

    


    
      	
              7.

            	
              No Right of Continued
      Employment or Service.  Nothing in this Award Agreement
      will interfere with or limit in any way the right of the Company or any
      Affiliate to terminate your employment or service at any time, nor confer
      upon you any right to continue in the employ or service of the Company or
      any Affiliate.

            


    

    


    
      	
              8.

            	
              Payment of
      Taxes.  You may make an election to be taxed upon your
      Restricted Stock Award under Section 83(b) of the Code within 30 days of
      the Grant Date.  If you do not make an
      83(b) Election, upon vesting of the Restricted Stock Award the
      Committee is entitled to require as a condition of delivery: (i) that
      you remit an amount sufficient to satisfy any and all federal, state and
      local (if any) tax withholding requirements and employment taxes (i.e., FICA and FUTA),
      (ii) that the withholding of such sums come from compensation
      otherwise due to you or from Shares due to you under the 2010 Plan, or
      (iii) any combination of the foregoing.  Any withholding
      shall comply with Rule 16b-3 or any amendments or successive
      rules.  Outside Directors of the
      Company are self-employed and not subject to tax
      withholding.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
              9.

            	
              Plan
      Controls.  The terms contained in the 2010 Plan are
      incorporated into and made a part of this Award Agreement and this Award
      Agreement shall be governed by and construed in accordance with the 2010
      Plan.  In the event of any actual or alleged conflict between
      the provisions of the Plan and the provisions of this Agreement, the
      provisions of the Plan will
control.

            


    

    


    
      	
              10.

            	
              Severability.  If
      any one or more of the provisions contained in this Agreement is deemed to
      be invalid, illegal or unenforceable, the other provisions of this
      Agreement will be construed and enforced as if the invalid, illegal or
      unenforceable provision had never been included in this
      Agreement.

            


    

    


    
      	
              11.

            	
              Notice.  Notices
      and communications under this Agreement must be in writing and either
      personally delivered or sent by registered or certified United States
      mail, return receipt requested, postage prepaid.  Notices to the
      Company must be addressed to:

            


    

    


    First
Savings Financial Group, Inc.

    501 East
Lewis and Clark Parkway

    Clarksville,
IN 47129

    Attn:     Compensation
Committee

    c/o Chairman

    


    or any
other address designated by the Company in a written notice to
you.  Notices to you will be directed to your address as then
currently on file with the Company, or at any other address that you provide in
a written notice to the Company.

    


    
      	
              12.

            	
              Successors.  This
      Award Agreement shall be binding upon any successor of the Company, in
      accordance with the terms of this Award Agreement and the 2010
      Plan.

            


    

    


    
      	
              13.

            	
              Forfeiture.  The
      altering, inflating, and/or inappropriate manipulation of
      performance/financial results or any other infraction of recognized
      ethical business standards, will subject you to disciplinary action up to
      and including termination of employment.  In addition, any
      equity-based compensation, as provided by the 2010 Plan to which you would
      otherwise be entitled will be
revoked.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    FORM
OF

    NON-STATUTORY
STOCK OPTION AWARD AGREEMENT

    FOR
THE FIRST SAVINGS FINANCIAL GROUP, INC. 2010 EQUITY INCENTIVE PLAN

    


    This Award Agreement is provided to
[                         ]
(the “Participant”) by First Savings Financial Group, Inc. (the
“Company”) as of ___________,
2010 (the “Grant Date”), the date the Compensation Committee of the Board
of Directors (the “Committee”) granted the Participant the right and option to
purchase Shares pursuant to the First Savings Financial Group, Inc. 2010 Equity
Incentive Plan (the “2010 Plan”), subject to the terms and conditions of the
2010 Plan and this Award Agreement:

     

    
      
        
          
            
              	
                      1.

                    	 
      	
                      Option
      Grant:

                    	 
      	
                      You
      have been granted a Non-Statutory Stock Option (referred to in this
      Agreement as your “Option”).  Your Option is not intended to
      qualify as an “incentive stock option” under Section 422 of the Internal
      Revenue Code of 1986, as amended.

                    
	
                      2.

                    	 
      	
                      Number
      of Shares

                    	 
      	 
      
	 
      	 
      	
                      Subject
      to Your Option:

                    	 
      	
                      [                 ]
      shares of Common Stock (“Shares”), subject to adjustment as may be
      necessary pursuant to Article 10 of the 2010 Plan.

                    
	 
      	 
      	 
      	 
      	 
      
	
                      3.

                    	 
      	
                      Grant
      Date:

                    	 
      	
                      _________________,
      2010

                    
	 
      	 
      	 
      	 
      	 
      
	
                      4.

                    	
                        

                    	
                      Exercise
      Price:

                    	
                        

                    	
                      You
      may purchase Shares covered by your Option at a price of $______ per
      share.

                    


            

          

        

      

    

    


    Unless sooner vested in accordance with
Section 2 of the Terms and Conditions (attached hereto) or otherwise in the
discretion of the Committee, the Options shall vest (become exercisable) in
accordance with the following schedule:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Continuous Status

                                        as a Participant

                                        after Grant Date

                                      	 	
                                        Percentage of

                                        Option Vested

                                      	 	
                                        Number of 

                                        Cumulative Shares

                                        Available for Exercise

                                      	 	
                                        Vesting Date

                                      
	 
      	 	 
      	 	 
      	 	 
      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    IN WITNESS WHEREOF, First Savings
Financial Group, Inc., acting by and through the Committee, has caused this
Award Agreement to be executed as of the Grant Date set forth
above.

    


    
      
        	 
      	 	
                FIRST
      SAVINGS FINANCIAL GROUP, INC.

              
	 
      	 	 
      
	
                Accepted
      by Participant:

              	 	
                By: 

              	
                    

              
	 
      	 	 
      	
                On
      behalf of the Compensation Committee

              
	
                    

              	 	 
      	 
      
	
                [                            ]

              	 	 
      	 
      
	 
      	 	 
      	 
      
	
                    

              	 	 
      	 
      
	
                Date

              	 	 
      	 
      


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    TERMS
AND CONDITIONS

    


    
      	
              1.

            	
              Grant of
      Option.  The Grant Date, Exercise Price and number of
      Shares subject to your Option are stated on page 1 of this Award
      Agreement.  Capitalized terms used herein and not otherwise
      defined shall have the meanings assigned to such terms in the 2010
      Plan.

            


    

    


    
      	
              2.

            	
              Vesting of
      Options.  The Option shall vest (become exercisable) in
      accordance with the vesting schedule shown on page 1 of this Award
      Agreement.  Notwithstanding the vesting schedule on page 1,
      the Option will also vest and become
  exercisable:

            


    

    


    
      
        	
                 
      

              	
                (a)

              	
                Upon
      your death or Disability during your Continuous Status as a Participant;
      or

              
	 	(b) 	Upon
      a Change in Control (as defined in the 2010
Plan).


      

       

    

    
      	
              3.

            	
              Term of Options and Limitations
      on Right to Exercise.  The term of the Option will be for
      a period of ten (10) years, expiring at 5:00 p.m., Eastern Time, on the
      tenth anniversary of the Grant Date (the “Expiration Date”).  To
      the extent not previously exercised, the vested portion of your Option
      will lapse prior to the Expiration Date upon the earliest to occur of the
      following circumstances:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Three
      (3) months after the termination of your Continuous Status as a
      Participant for any reason other than your death or
      Disability.

            


    

    
      	
               
      

            	
              (b)

            	
              Twelve
      (12) months after termination of your Continuous Status as a Participant
      by reason of Disability.

            


    

    
      	
               
      

            	
              (c)

            	
              Twelve
      (12) months after the date of your death, if you die while employed, or
      during the three-month period described in subsection (a) above or during
      the twelve-month period described in subsection (b) above and before the
      Option would otherwise lapse.  Upon your death, your beneficiary
      (designated pursuant to the terms of the 2010 Plan) may exercise your
      Option.

            


    

    
      	
               
      

            	
              (d)

            	
              At
      the end of the remaining original term of the Option if your employment is
      involuntarily or constructively terminated within twelve (12) months of a
      Change in Control.

            


    

    


    The
Committee may, prior to the lapse of your Option under the circumstances
described in paragraphs (a), (b), (c) or (d) above, extend the time to exercise
your Option as determined by the Committee in writing and subject to federal
regulations.  If you return to employment with the Company during the
designated post-termination exercise period, then you will be restored to the
status as a Participant you held prior to such termination, but no vesting
credit will be earned for any period you were not in Continuous Status as a
Participant.  If you or your beneficiary exercises an Option after
your termination of service, the Option may be exercised only with respect to
the Shares that were otherwise vested on the date of your termination of
service.

    


    
      	
              4.

            	
              Exercise of
      Option.  You may exercise your Option by
      providing:

            


    

    


    
      	
               
      

            	
              (a)

            	
              a
      written notice of intent to exercise to ______________ at the address and
      in the form specified by the Committee from time to time;
    and

            


    

    
      	
               
      

            	
              (b)

            	
              payment
      to the Company in full for the Shares subject to the exercise (unless the
      exercise is a cashless exercise).  Payment for the Shares can be
      made in cash, Company common stock (“stock swap”), a combination of cash
      and Company common stock or by means of a cashless exercise (if permitted
      by the Committee).

            


    

    


    
      	
              5.

            	
              Beneficiary
      Designation.  You may, in a manner determined by the
      Committee, designate a beneficiary to exercise your rights under the 2010
      Plan and to receive any distribution with respect to this Option upon your
      death.  A beneficiary, legal guardian, legal representative, or
      other person claiming any rights under the 2010 Plan is subject to all
      terms and conditions of this Award Agreement and the 2010 Plan, and to any
      additional restrictions deemed necessary or appropriate by the
      Committee.  If you have not designated a beneficiary or none
      survives you, the Option may be exercised by the legal representative of
      your estate, and payment shall be made to your estate.  You may
      change or revoke a beneficiary designation at any time provided the change
      or revocation is filed with the
Company.

            


    

    


    
      	
              6.

            	
              Withholding.  The
      Company or any employer Affiliate has the authority and the right to
      deduct or withhold, or require you to remit to the Company, an amount
      sufficient to satisfy federal, state, and local (if any) withholding taxes
      and employment taxes (i.e., FICA and
      FUTA).  Outside Directors of the
      Company are self-employed and are not subject to tax
      withholding.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      	
              7.

            	
              Limitation of
      Rights.  This Option does not confer on you or your
      beneficiary designated pursuant to Paragraph 5 any rights as a shareholder
      of the Company unless and until the Shares are in fact issued in
      connection with the exercise of the Option.  Nothing in this
      Award Agreement shall interfere with or limit in any way the right of the
      Company or any Affiliate to terminate your employment at any time, nor
      confer upon you any right to continue in the service of the Company or any
      Affiliate.

            


    

    


    
      	
              8.

            	
              Restrictions on Transfer and
      Pledge.  You may not pledge, encumber, or hypothecate
      your right or interest in this Option to or in favor of any party other
      than the Company or an Affiliate, and this Option shall not be subject to
      any lien, obligation, or liability of the Participant to any other party
      other than the Company or an Affiliate.  You may not assign or
      transfer this Option other than by will or the laws of descent and
      distribution or pursuant to a domestic relations order that would satisfy
      Section 414(p)(1)(A) of the Code if such Section applied to an Option
      under the 2010 Plan; provided, however, that the Committee may (but need
      not) permit other requested transfers.  Only you or any
      permitted transferee may exercise this Option during your
      lifetime.

            


    

    


    
      	
              9.

            	
              Plan
      Controls.  The terms contained in the 2010 Plan are
      incorporated into and made a part of this Award Agreement and this Award
      Agreement shall be governed by and construed in accordance with the 2010
      Plan.  In the event of any actual or alleged conflict between
      the provisions of the 2010 Plan and the provisions of this Award
      Agreement, the provisions of the 2010 Plan will
  control.

            


    

    


    
      	
              10.

            	
              Successors.  This
      Award Agreement shall be binding upon any successor of the Company, in
      accordance with the terms of this Award Agreement and the 2010
      Plan.

            


    

    


    
      	
              11.

            	
              Severability.  If
      any one or more of the provisions contained in this Award Agreement is
      invalid, illegal or unenforceable, the other provisions of this Award
      Agreement will be construed and enforced as if the invalid, illegal or
      unenforceable provision had never been included in this Award
      Agreement.

            


    

    


    
      	
              12.

            	
              Notice.  Notices
      and communications under this Award Agreement must be in writing and
      either personally delivered or sent by registered or certified United
      States mail, return receipt requested, postage prepaid.  Notices
      to the Company must be addressed
to:

            


    

    


    First
Savings Financial Group, Inc.

    501 East
Lewis and Clark Parkway

    Clarksville,
IN 47129

    Attn:     Compensation
Committee

    c/o Chairman

    


    or any
other address designated by the Company in a written notice to the Participant.
Notices to you will be directed to your address, as then currently on file with
the Company, or to any other address that you provide in a written notice to the
Company.

    


    
      	
              13.

            	
              Stock
      Reserve.  The Company shall at all times during the term
      of this Agreement reserve and keep available a sufficient number of Shares
      to satisfy the requirements of this
Agreement.

            


    

    


    
      	
              14.

            	
              Forfeiture.  The
      altering, inflating, and/or inappropriate manipulation of
      performance/financial results or any other infraction of recognized
      ethical business standards, will subject you to disciplinary action up to
      and including termination of employment.  In addition, any
      equity-based compensation, as provided by the 2010 Plan to which you would
      otherwise be entitled will be
revoked.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    FORM
OF

    INCENTIVE
STOCK OPTION AWARD AGREEMENT

    FOR
THE FIRST SAVINGS FINANCIAL GROUP, INC. 2010 EQUITY INCENTIVE PLAN

    


    This Award Agreement is provided to
________________ (the
“Participant”) by First Savings Financial Group, Inc. (the “Company”) as of
_________ (the “Grant Date”), the date the Compensation Committee of the Board
of Directors (the “Committee”) granted the Participant the right and option to
purchase Shares pursuant to the First Savings Financial Group, Inc. 2010 Equity
Incentive Plan (the “2010 Plan”), subject to the terms and conditions of the
2010 Plan and this Award Agreement:

     

    
      
        
          
            	
                    1.

                  	 
      	
                    Option
      Grant:

                  	 
      	
                    You
      have been granted an Incentive Stock Option
      (referred to in this Agreement as your
“Option”).

                  
	
                    2.

                  	 
      	
                    Number
      of Shares

                  	 
      	 
      
	 
      	 
      	
                    Subject
      to Your Option:

                  	 
      	
                    ___________ shares of
      Common Stock (“Shares”), subject to adjustment as may be necessary
      pursuant to Article 10 of the 2010 Plan.

                  
	 
      	 
      	 
      	 
      	 
      
	
                    3.

                  	 
      	
                    Grant
      Date:

                  	 
      	
                    ___________

                  
	 
      	 
      	 
      	 
      	 
      
	
                    4.

                  	
                      

                  	
                    Exercise
      Price:

                  	
                      

                  	
                    You
      may purchase Shares covered by your Option at a price of $_______ per
      share.

                  


          

        

      

    

    


    Unless
sooner vested in accordance with Section 2 of the Terms and Conditions (attached
hereto) or otherwise in the discretion of the Committee, the Options shall vest
(become exercisable) in accordance with the following schedule:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Continuous Status

                                          as a Participant

                                          after Grant Date

                                        	 	
                                          Percentage of Option

                                          Vested/Number of

                                          Shares

                                        	 	
                                          Number of

                                          Cumulative Shares

                                          Available for

                                          Exercise

                                        	 	
                                          Vesting Date

                                        
	 
      	 	 
      	 	 
      	 	 
      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    IN
WITNESS WHEREOF, First Savings Financial Group, Inc., acting by and through the
Committee, has caused this Award Agreement to be executed as of the Grant Date
set forth above.

     

    
      
        	 
      	 	
                FIRST
      SAVINGS FINANCIAL GROUP, INC.

              
	 
      	 	 
      
	 
      	 	
                By:

              	
                   

              
	 
      	 	 
      	
                On
      behalf of the Compensation Committee

              
	
                Accepted by
      Participant:

              	 	 
      	 
      
	 
      	 	 
      	 
      
	
                   

              	 	 
      	 
      
	
                [Name]

              	 	 
      	 
      
	 
      	 	 
      	 
      
	
                   

              	 	 
      	 
      
	
                Date

              	 	 
      	 
      


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    TERMS
AND CONDITIONS

    


    
      	
              1.

            	
              Grant of
      Option.  The Grant Date, Exercise Price and number of
      Shares subject to your Option are stated on page 1 of this Award
      Agreement.  Capitalized terms used herein and not otherwise
      defined shall have the meanings assigned to such terms in the 2010
      Plan.  The Company intends this grant to qualify as an Incentive
      Stock Option under Section 422 of the Internal Revenue Code of 1986, as
      amended.

            


    

    


    
      	
              2.

            	
              Vesting of
      Options.  The Option shall vest (become exercisable) in
      accordance with the vesting schedule shown on page 1 of this Award
      Agreement.  Notwithstanding the vesting schedule on page 1,
      the Option will also vest and become
  exercisable:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Upon
      your death or Disability during your Continuous Status as a Participant;
      or

            


    

    
      	
               
      

            	
              (b)

            	
              Upon
      a Change in Control (as defined in the 2010
  Plan).

            


    

    


    
      	
              3.

            	
              Term of Options and Limitations
      on Right to Exercise.  The term of the Option will be for
      a period of ten (10) years, expiring at 5:00 p.m., Eastern Time, on the
      tenth anniversary of the Grant Date (the “Expiration Date”).  To
      the extent not previously exercised, the vested portion of your Option
      will lapse prior to the Expiration Date upon the earliest to occur of the
      following circumstances:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Three
      (3) months after the termination of your Continuous Status as a
      Participant for any reason other than your death or
      Disability.

            


    

    
      	
               
      

            	
              (b)

            	
              Twelve
      (12) months after termination of your Continuous Status as a Participant
      by reason of Disability.

            


    

    
      	
               
      

            	
              (c)

            	
              Twelve
      (12) months after the date of your death, if you die while employed, or
      during the three-month period described in subsection (a) above or during
      the twelve-month period described in subsection (b) above and before the
      Option would otherwise lapse.  Upon your death, your beneficiary
      (designated pursuant to the terms of the 2010 Plan) may exercise your
      Option.

            


    

    
      	
               
      

            	
              (d)

            	
              At
      the end of the remaining original term of the Option, if your employment
      is involuntarily or constructively terminated within twelve (12) months of
      a Change in Control.  Options exercised more than three (3)
      months after your termination date will be treated as Non-Statutory Stock
      Options for tax purposes.

            


    

    


    The
Committee may, prior to the lapse of your Option under the circumstances
described in paragraphs (a), (b), (c) or (d) above, extend the time to exercise
your Option as determined by the Committee in writing and subject to federal
regulations.  If you return to employment with the Company during the
designated post-termination exercise period, then you will be restored to the
status as a Participant that you held prior to termination, but no vesting
credit will be earned for any period you were not in Continuous Status as a
Participant.  If you or your beneficiary exercises an Option after
your termination of service, the Option may be exercised only with respect to
the Shares that were otherwise vested on the date of your termination of
service.

    


    4.            Exercise of
Option.  You may exercise your Option by
providing:

    


    
      	
               
      

            	
              (a)

            	
              a
      written notice of intent to exercise to _______________ at the address and
      in the form specified by the Committee from time to time;
    and

            


    

    
      	
               
      

            	
              (b)

            	
              payment
      to the Company in full for the Shares subject to the exercise (unless the
      exercise is a cashless exercise).  Payment for such Shares can
      be made in cash, Company common stock (“stock swap”), a combination of
      cash and Company common stock or by means of “cashless exercise” (if
      permitted by the Committee).

            


    

    


    
      	
              5.

            	
              Beneficiary
      Designation.  You may, in the manner determined by the
      Committee, designate a beneficiary to exercise your rights under the 2010
      Plan and to receive any distribution with respect to this Option upon your
      death.  A beneficiary, legal guardian, legal representative, or
      other person claiming any rights under the 2010 Plan is subject to all
      terms and conditions of this Award Agreement and the 2010 Plan, and to any
      additional restrictions deemed necessary or appropriate by the
      Committee.  If you have not designated a beneficiary or none
      survives you, the Option may be exercised by the legal representative of
      your estate, and payment will be made to your estate.  You may
      change or revoke a beneficiary designation at any time, provided the
      change or revocation is filed with the
Company.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      	
              6.

            	
              Withholding.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Exercise
      of Incentive

              Stock
      Option:

            


    

    
      
      

    

    There are no regular
federal or state income or employment tax liabilities upon the exercise of an
Incentive Stock Option (see
Incentive Stock Option Holding Period), although the excess, if any, of
the Fair Market Value of the shares of Common Stock on the date of exercise over
the Exercise Price will be treated as income for alternative minimum tax (“AMT”)
purposes and may subject you to AMT in the year of exercise.  Please
check with your tax advisor.

     

    
      	
               
      

            	
              (b)

            	
              Disqualifying
      Disposition:

            


    

     

    
      	
               
      

            	
              In
      the event of a disqualifying disposition (described below), you may be
      required to pay First Savings Financial Group, Inc. or its Affiliates
      (based on the federal and state regulations in place at the time of
      exercise) an amount sufficient to satisfy all federal, state and local tax
      withholding.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Incentive
      Stock Option

              
                Holding
      Period:

              

            


    

    In order to receive
Incentive Stock Option tax treatment under Section 422 of the Code, you may not
dispose of Shares acquired under an Incentive Stock Option Award (i) for
two (2) years from the Date of Grant and (ii) for one (1) year after the date
you exercise your Incentive Stock Option.  You
must notify the Company within ten (10) days of an early disposition of Common
Stock (i.e.,
a “disqualifying disposition”).

    


    
      	
              7.

            	
              Limitation of
      Rights.  This Option does not confer on you or your
      beneficiary any rights as a shareholder of the Company unless and until
      Shares are in fact issued in connection with the Option
      exercise.  Nothing in this Award Agreement will interfere with
      or limit in any way the right of the Company or any Affiliate to terminate
      your service at any time, nor confer upon you any right to continue in the
      service of the Company or any
Affiliate.

            


    

    


    
      	
              8.

            	
              Restrictions on Transfer and
      Pledge.  You may not pledge, encumber, or hypothecate
      your rights or interests in this Option to or in favor of any party other
      than the Company or an Affiliate, and the Option shall not be subject to
      any lien, obligation, or liability of the Participant to any other party
      other than the Company or an Affiliate.  You may not assign or
      transfer the Option, other than by will or the laws of descent and
      distribution or pursuant to a domestic relations order that would satisfy
      Section 414(p)(1)(A) of the Code, if such Section applied to an Option
      under the 2010 Plan.  Only you or a permitted transferee may
      exercise the Option during your
lifetime.

            


    

    


    
      	
              9.

            	
              Plan
      Controls.  The terms contained in the 2010 Plan are
      incorporated into and made a part of this Award Agreement and this Award
      Agreement shall be governed by and construed in accordance with the 2010
      Plan.  In the event of any actual or alleged conflict between
      the provisions of the 2010 Plan and the provisions of this Award
      Agreement, the provisions of the 2010 Plan will
  control.

            


    

    


    
      	
              10.

            	
              Successors.  This
      Award Agreement shall be binding upon any successor of the Company, in
      accordance with the terms of this Award Agreement and the 2010
      Plan.

            


    

    


    
      	
              11.

            	
              Severability.  If
      any one or more of the provisions contained in this Award Agreement is
      invalid, illegal or unenforceable, the other provisions of this Award
      Agreement will be construed and enforced as if the invalid, illegal or
      unenforceable provision had never been included in the Award
      Agreement.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      	
              12.

            	
              Notice.  Notices
      and communications under this Award Agreement must be in writing and
      either personally delivered or sent by registered or certified United
      States mail, return receipt requested, postage prepaid.  Notices
      to the Company must be addressed
to:

            


    

    


    First
Savings Financial Group, Inc.

    501 East
Lewis and Clark Parkway

    Clarksville,
IN 47129

    Attn:    
Compensation Committee

    c/o Chairman

    


    or any
other address designated by the Company in a written notice to the Participant.
Notices to you will be directed to your address, then currently on file with the
Company, or to any other address that you provide in a written notice to the
Company.

    


    
      	
              13.

            	
              Stock
      Reserve.  The Company shall at all times during the term
      of this Award Agreement reserve and keep available a sufficient number of
      Shares to satisfy the requirements of this Award
  Agreement.

            


    

    


    
      	
              14.

            	
              Forfeiture.  The
      altering, inflating, and/or inappropriate manipulation of
      performance/financial results or any other infraction of recognized
      ethical business standards, will subject you to disciplinary action up to
      and including termination of employment.  In addition, any
      equity-based compensation, as provided by the 2010 Plan to which you would
      otherwise be entitled will be
revoked.

            


    


    
      
         


      

      
        4