**Exhibit 10.1**

**NB&T FINANCIAL GROUP, INC.**

**2006 EQUITY PLAN**

**AWARD AGREEMENT**

**(Employee Award)**

NB&T Financial Group, Inc., an Ohio corporation (the “Company”), hereby grants the following award (this“Award”) with respect to common shares, without par value, of the Company (the “Shares”), to the Employee named below. The terms and conditions of this Award are set forth in this Agreement (which includes this cover sheet), inthe NB&T Financial Group, Inc. 2006 Equity Plan (the “Plan”) and in the Plan prospectus. Copies of the Plan and the Plan prospectus are attached. A copy of this Award Agreement must be signed and returned to the President or the ChiefFinancial Officer of the Company at its executive offices within 60 days of the Award Grant Date or the Award will be deemed forfeited. 

**Award GrantDate:                                        **

**Type of Award:** Nonqualified Stock Option                Incentive Stock Option             

                    Restricted Stock                      Stock Appreciation Right             

**Name of Employee:                                                                **

**Number of Shares Covered by Award:                             **

**If Option or Stock Appreciation Right, Exercise Price per Share:**$            , which isintended to be not less than 100% of the Fair Market Value of the Shares on the Option Grant Date. 

**If Stock Appreciation Right:** Cash settlementonly                          Share settlement only            

**Vesting Schedule:**Subject to all of the terms and conditions setforth in this Agreement and the Plan, your right to acquire Shares under this Award shall vest as follows: 

 

 

**By signing the cover sheet of this Agreement, the undersigned agree to all of the terms and conditionsdescribed in this Agreement and in the Plan.**

 

**The Plan and Other Agreements**

The text of the Plan, as it may be amended from time to time, is incorporated in this Agreement by reference. This Agreement (which includes the cover sheet) and the Plan constitute the entire understanding between you and the Companyregarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. In the event that any provision in this Agreement conflicts with any term in the Plan, the term in the Plan shall be deemed controlling.Certain capitalized terms used in this Agreement are defined in the Plan. You are strongly urged to read the Plan and the Plan prospectus in their entirety. 

**Vesting**

This Award may be exercised or will vest according to the schedule set forth on the cover sheet.

**Term**

This Award shall expire in any event at theclose of business at the Company’s executive offices on the day before the             -year anniversary of the Award Grant Date, as shown on the cover sheet. This Award willexpire earlier if your employment by the Company or any Related Entity (“Employment”) Terminates, as described below. 

**Termination due toRetirement**

Upon Retirement: 

1. If this Award is a Nonqualified Stock Option or a Stock Appreciation Right, to the extent this Award is not exercisable, this Award will become fully exercisable and may be exercised at any time before the earlierof (a) the expiration date specified in this Agreement or (b) one year after the Retirement date; 

2. If this Award is anIncentive Stock Option, to the extent this Award is not exercisable, this Award will become fully exercisable and may be exercised at any time before the earlier of (a) the expiration date specified in this Agreement or (b) three monthsafter the Retirement date; provided, however, that to the extent that this Award is not exercised within three months after the Retirement date, this Award will be treated as a Nonqualified Stock Option and may be exercised by the earlier of(a) the expiration date specified in this Agreement or (b) one year after the Retirement date; and 

3. If this Award is RestrictedStock, any portion of the Restricted Stock that is unvested when the Employee Retires will be fully vested upon the Employee’s Retirement. 

**Termination due to Death or Disability**

If your Employment Terminates because of your death or Disability, this Award will expire at theclose of business at the Company’s executive offices on the earlier of the expiration date specified in this Award Agreement or one year after the date of death or Disability. 

**Termination for Cause**

If your service is Terminated, or is deemed to have been Terminated, for Cause, this Awardwill immediately expire. If this Award is an Option or a Stock Appreciation Right, all unexercised portions of the Option or Stock Appreciation Right under this Agreement, whether or not then exercisable or vested, will be forfeited. If the Award isRestricted Stock, all unvested Shares will be forfeited. 

**Termination for Any Other Reason**

If your Employment Terminates for any reason other than because of your Retirement, your death or Disability or because you were Terminated for Cause, and if this Award is an Option or a Stock Appreciation Right, thenthis Award may be exercised to the extent it is exercisable at the date of Termination at any time before the earlier of (1) the expiration date specified in this Agreement or (2) 90 days after the Termination date. If this Award is anOption or Stock Appreciation Right, to the extent this Award is not exercisable as of the date of Termination, this Award shall be forfeited. If this Award is Restricted Stock, to the extent this Award has not vested, this Award shall be forfeited.

**Beneficiary Designation**

You may name a Beneficiary orBeneficiaries to receive or to exercise this Award at your death, to the extent this Award is so vested or exercisable as set forth elsewhere in this Agreement and the Plan. Such a designation may be done only on the attached Beneficiary DesignationForm and by following the rules in that Form. The Beneficiary Designation Form need not be completed now and is not required as a condition of receiving your Award. If you die without completing a Beneficiary Designation Form or if you do notcomplete that Form correctly, your Beneficiary will be your surviving spouse or, if you do not have a surviving spouse, your estate. 

**No Rights toContinue as Employee**

Neither this Award nor this Agreement gives you the right to continued Employment by the Company or any Related Entity.

**Adjustments**

The Committee may adjust the number ofShares covered by this Award and the Exercise Price per Share, if any, under certain circumstances as provided in the Plan. Notwithstanding anything to the contrary contained in this Agreement, this Award (and the vesting thereof) shall be subjectto the terms of the agreement of merger, liquidation or reorganization in the event the Company becomes subject to such corporate activity. The Committee also retains the right to amend the Plan and this Agreement without any additionalconsideration to you to the extent necessary to avoid penalties arising under Code Section 409A, even if those amendments reduce, restrict or eliminate rights granted under the Plan or this Agreement (or both) before those amendments.

**Transfer of Award**

Prior to your death, only you mayexercise this Award if it is an Option or a Stock Appreciation Right, and you may not transfer or assign this Award, except to the Company. 

**WithholdingTaxes**

You will not be allowed to exercise this Award, if it is an Option or a Stock Appreciation Right, and you will not receive vested unrestrictedShares if this Award is Restricted Stock, unless you make arrangements acceptable to the Committee to pay any withholding or other taxes that may be due as a result of the exercise or vesting of this Award or the sale of Shares acquired under thisAward. 

**Certain Provisions if this Award is an Option**

**Notice of Exercise.**When you wish to exercise this Award, you must notify the Company by delivering an appropriate “Notice of Exercise” to the Committee, in care of either the President or the ChiefFinancial Officer of the Company at the Company’s executive offices. A copy of such Notice of Exercise is attached to this Agreement. Your notice must specify how many Shares you wish to purchase (which must be a whole number of Shares) and howyour Shares should be registered (in our name only, or in your and your spouse’s names as joint tenants or as joint tenants 

with right of survivorship). Your notice will be effective when it is received by the Company at theCompany’s executive offices. If someone else wants to exercise this Award after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so. 

**Form of Payment.** When you submit your notice of exercise, you must include payment of the Exercise Price per Share for the Shares you arepurchasing. Payment may be made in cash, a cashier’s check or a money order, or you may exercise this Option by tendering Shares you already have owned for at least six months and that have a Fair Market Value equal to the Exercise Price perShare for the Shares you are purchasing. You are urged to read carefully the taxation discussion in the Plan prospectus before exercising your Option. 

**Restrictions on Exercise and Resale.** By signing this Agreement, you agree not to exercise this Award or sell any Shares acquired under this Award at a time when applicable laws, regulations or Company orunderwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Award if the issuance of shares at that time would violate any law or regulation. The Company shall have the right todesignate one or more periods of time, each of which shall not exceed 180 days in length, during which this Award shall not be exercisable if the Committee determines, in its sole discretion, that such limitation on exercise could in any wayfacilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws with respect to any issuance of securities by the Company, facilitate theregistration or qualification of any issuance of securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Actor any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Award shall be exercisable.

**No Shareholder Rights.** Neither you, nor your estate or heirs, shall have any rights as a shareholder of the Company with respect tothe Shares underlying this Award until this Award has been exercised and a certificate for the Shares being acquired has been issued. No adjustments will be made for dividends or other rights if the applicable record date occurs before thecertificate for the Shares is issued, except as described in the Plan. 

**Certain Provisions if this Award is a Stock Appreciation Right**

**Notice of Exercise.**When you wish to exercise this Award, you must notify the Company by delivering an appropriate “Notice ofExercise” to the Committee, in care of either the President or the Chief Financial Officer of the Company at the Company’s executive offices. A copy of such Notice of Exercise is attached to this Agreement. Your notice must specify thenumber of Shares (which must be a whole number of Shares) with respect to which you wish to exercise this Award. If the cover sheet of this Agreement provides that the Stock Appreciation Right is to be settled in Shares, you must also specify howyour Shares should be registered (in our name only, or in your and your spouse’s names as joint tenants or as joint tenants with right of survivorship). Your notice will be effective when it is received by the Company at the Company’sexecutive offices. If someone else wants to exercise this Award after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so. 

**Restrictions on Exercise and Resale.** By signing this Agreement, you agree not to exercise this Award or sell any Shares acquired under this Awardat a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Award if the issuance of shares at that time would violate any lawor regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed 180 days in length, during which this Award shall not be exercisable if the Committee determines, in its sole discretion, thatsuch limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws with respect to any 

issuance of securities by the Company, facilitate the registration or qualification of any issuance ofsecurities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance ortransfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Award shall be exercisable. 

**No Shareholder Rights.** Neither you, nor your estate or heirs, shall have any rights as a shareholder of the Company with respect to the Sharesunderlying this Award unless and until this Award has been exercised and a certificate for the Shares being acquired has been issued, if this Award may be settled in Shares. No adjustments will be made for dividends or other rights if the applicablerecord date occurs before the certificate for the Shares is issued, except as described in the Plan. 

**Certain Provisions if this Award is RestrictedStock**

**Shareholder Rights.** You may exercise full voting rights associated with the Restricted Stock and will be entitled toreceive all dividends and other distributions paid with respect to the Restricted Stock; provided, however, that if any dividends or other distributions are paid in Shares, those Shares will be subject to the same restrictions on transferability andforfeitability as the Shares with respect to which they were issued.