EXHIBIT 10.1


 


FIRST CAPITAL, INC. 2019 EQUITY INCENTIVE
PLAN


 


 


 


 


 


 



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

FIRST CAPITAL, INC.


2019 EQUITY INCENTIVE PLAN


 


ARTICLE 1


PURPOSE


 


The purpose of the
First Capital, Inc. 2019 Equity Incentive Plan (the “Plan”) is to promote the success, and enhance the value, of First
Capital, Inc. (the “Company”), by linking the personal financial and economic interests of employees, officers and
directors of the Company or any Affiliate (as defined below) to those of Company shareholders and by providing such persons with
an incentive for outstanding performance. The Plan is further intended to provide flexibility to the Company in its ability to
motivate, attract and retain the services of employees, officers and directors upon whose judgment, interest and special effort
the successful conduct of the Company’s operation largely depends. Accordingly, the Plan permits the grant of equity incentive
awards from time to time to selected employees, officers and directors of the Company and its Affiliates.


 


ARTICLE 2


DEFINITIONS


 


When a word or phrase
appears in this Plan with the initial letter capitalized, and the word or phrase does not commence a sentence, the word or phrase
shall generally be given the meaning ascribed to it in this Article 2 unless the context clearly requires a different meaning.
The following words and phrases shall have the following meanings:


 


1933 Act means
the Securities Act of 1933, as amended from time to time.


 


1934 Act means
the Securities Exchange Act of 1934, as amended from time to time.


 


Affiliate means
an entity that directly or through one or more intermediaries controls, is controlled by or is under common control with, the Company,
as determined by the Committee.


 


Award means
any Option, Restricted Stock Award, Performance Award or SAR granted to a Participant under the Plan.


 


Award Agreement
means a written document, in such form as the Committee prescribes from time to time, setting forth the terms and conditions of
an Award.


 


Board of Directors
means the Board of Directors of the Company.


 


Cause means
(1) any act of (A) fraud or intentional misrepresentation, or (B) embezzlement, misappropriation or conversion of assets or opportunities
of the Company or Subsidiary, or (2) willful violation of any law, rule or regulation in connection with the performance of a Participant’s
duties (other than traffic violations or similar offenses), or (3) with respect to any employee of the Company or Subsidiary, commission
of any act of moral turpitude or conviction of a felony, or (4) the willful or negligent failure of the Participant to perform
his or her duties in any material respect; provided, however, that if the Participant is subject to an employment agreement
(or other similar agreement) with the Company or a Subsidiary that provides a definition of termination for “cause,”
then, for purposes of the Plan, Cause shall have the meaning set forth in such agreement.


 


Change in Control means the occurrence
of any one of the following events:


 


		(1)	Merger or Consolidation: The Company merges into or consolidates with another corporation,
or merges another corporation into the Company, and, as a result, less than fifty percent (50%) of the combined voting power of
the resulting corporation immediately after the merger or consolidation is held by persons who were shareholders of the Company
immediately before the merger or consolidation;



 



     


     


    




		(2)	Acquisition of Significant Share Ownership: A report on Schedule 13D or another form
or schedule (other than Schedule 13G) is filed or is required to be filed under Section 13(d) or 14(d) of the 1934 Act, if the
schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner (within the meaning
of Rule 13d-3 of the 1934 Act), directly or indirectly, of twenty-five percent (25%) or more of a class of the Company’s
voting securities; provided, however, that this clause (2) shall not apply to beneficial ownership of Company voting shares
held by a trustee or other fiduciary holding securities under an employee benefit plan of the Company or by an entity of which
the Company, directly or indirectly, beneficially owns fifty percent (50%) or more of its outstanding voting securities;



 


		(3)	Change in Board Composition: During any period of two consecutive years, individuals
who constitute the Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority
of the Board of Directors; provided, however, that for purposes of this clause (3), each director who is first elected by the Board
of Directors (or first nominated by the Board of Directors for election by the shareholders) by a vote of at least two-thirds (2⁄3)
of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the
beginning of such period; or



 


		(4)	Sale of Assets: The Company or First Harrison Bank sells to a third party all or
substantially all of its assets, or consummation of an agreement for the sale or disposition by the Company of all or substantially
all of the Company or First Harrison Bank’s assets.



 


Notwithstanding the
foregoing, in no event shall a Change in Control be deemed to have occurred with respect to a Participant if the Participant is
part of a purchasing group that consummates the Change in Control transaction. A Participant shall be deemed part of a purchasing
group for purposes of the preceding sentence if the Participant is an equity participant in the purchase company or group (except
for (i) passive ownership of less than two percent (2%) of the stock of the purchasing company, or (ii) ownership of equity of
participation in the purchasing company or group that is otherwise insignificant, as determined prior to the Change in Control
by a majority of the continuing Non-Employee Directors).


 


Change in Control
Price means the highest price per share of Shares offered in conjunction with any transaction resulting in a Change in Control
(as determined in good faith by the Committee if any part of the offered price is payable other than in cash) or, in the case of
a Change in Control occurring solely by reason of a change in the composition of the Board of Directors, the highest Fair Market
Value of the Shares on any of the thirty (30) trading days immediately preceding the date on which a Change in Control occurs.


 


Code means the
Internal Revenue Code of 1986, as amended from time to time, and the rules, regulations, and guidance published thereunder.


 


Committee means
the committee of the Board of Directors described in Article 4 of the Plan.


 


Company means
First Capital, Inc., or any successor corporation.


 


Continuous Status
as a Participant means the absence of any interruption or termination of service as an employee, officer or director of the
Company or any Affiliate, as applicable. Continuous service shall not be considered interrupted in the case of sick leave, military
leave or any other absence approved by the Company or an Affiliate, in the case of transfers between payroll locations or between
the Company, an Affiliate or a successor, or performance of services in an emeritus, advisory or consulting capacity, provided,
however, that for purposes of an Incentive Stock Option, “Continuous Status as a Participant” means the absence of
any interruption or termination of service as an employee of the Company or any Affiliate, as applicable.


 



     


     


    




Covered Employee
means a covered employee as defined in Section 162(m)(3) of the Code.


 


Disability shall
mean any illness or other physical or mental condition of a Participant that renders the Participant incapable of performing his
or her customary and usual duties for the Company or an Affiliate, or any medically determinable illness or other physical or mental
condition resulting from a bodily injury, disease or mental disorder which, in the judgment of the Committee, is permanent and
continuous in nature. The Committee may require such medical or other evidence as it deems necessary to judge the nature and permanency
of the Participant’s condition. Notwithstanding the above, with respect to an Incentive Stock Option, Disability shall mean
Permanent and Total Disability as defined in Section 22(c)(3) of the Code.


 


Effective Date
has the meaning assigned such term in Section 3.1 of the Plan.


 


Eligible Participant
means an employee, officer or director of the Company or any Affiliate.


 


Exchange means
any national securities exchange on which the Stock may from time to time be listed or traded.


 


Fair Market Value
on any date, means (i) if the Stock is listed on an Exchange, the closing sales price on such exchange or over such system on such
date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales
were reported, or (ii) if the Stock is not listed on a securities exchange, Fair Market Value shall mean a price determined by
the Committee in good faith on the basis of objective criteria.


 


Grant Date means
the date an Award is made by the Committee.


 


Incentive Stock
Option means an Option that is intended to be an incentive stock option and meets the requirements of Section 422 of the Code
or any successor provision thereto.


 


Non-Employee Director
means a director of the Company or an Affiliate who is not a common law employee of the Company or an Affiliate and is a “non-employee
director” within the meaning of Rule 16b-3 under the 1934 Act.


 


Nonstatutory Stock
Option means an Option that is not an Incentive Stock Option.


 


Option means
a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified price during specified time periods.
An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.


 


Parent or Subsidiary
means a “parent” or “subsidiary” as such terms are defined in Sections 424(e) and (f) of the Code.


 


Participant
means a person who, as an employee, officer or director of the Company or any Affiliate, has been granted and currently holds an
Award under the Plan; provided, however, that in the case of the death of a Participant, the term “Participant” refers
to a beneficiary designated pursuant to Article 9.4 of the Plan or the legal guardian or other legal representative acting in a
fiduciary capacity on behalf of the Participant under applicable state law and court supervision.


 


Performance Award
means an award of performance shares as described in Section 8.7 of the Plan.


 


Plan means the
First Capital, Inc. 2019 Equity Incentive Plan, as amended from time to time.


 



     


     


    




Prior Plan means
the First Capital Inc. 2009 Equity Incentive Plan, as amended.


 


Restricted Stock
Award means Stock granted to a Participant under Article 8 of the Plan that is subject to certain restrictions and to risk
of forfeiture.


 


Shares means
shares of Stock. If there has been an adjustment or substitution pursuant to Article 10 of the Plan, the term “Shares”
shall also include any shares of stock or other securities that are substituted for Shares or into which Shares are adjusted pursuant
to Article 10 of the Plan.


 


Stock means
the common stock of the Company, par value $0.01, and such other securities of the Company as may be substituted for Stock pursuant
to Article 10 of the Plan.


 


Stock Appreciation
Right or SAR means a right granted to a Participant under Article 8 to receive a stock or cash payment, as determined by the
Committee in an Award Agreement, equal to the difference between the Fair Market Value of a share of Stock as of the date of exercise
of the SAR over the grant price of the SAR, as determined pursuant to Article 8.


 


 


ARTICLE 3


EFFECTIVE TERM OF PLAN


 


3.1       EFFECTIVE
DATE. The Plan shall be effective as of the date it is approved by the shareholders of the Company (the “Effective Date”).


 


3.2       TERMINATION
OF PLAN. The Plan shall terminate on the tenth anniversary of the Effective Date. The termination of the Plan on such date
shall not affect the validity of any Award outstanding on the date of termination.


 


ARTICLE 4


ADMINISTRATION


 


4.1       COMMITTEE.
The Plan shall be administered by the Committee appointed by the Board of Directors (which Committee shall consist of at least
two disinterested directors) or, at the discretion of the Board of Directors from time to time, the Plan may be administered by
the Board of Directors. It is intended that at least two of the directors appointed to serve on the Committee shall be “non-employee
directors” (within the meaning of Rule 16b-3 promulgated under the 1934 Act) and “independent directors” (within
the meaning of the U.S. Market Rules of the Nasdaq Stock Market), and that any such members of the Committee who do not so qualify
shall abstain from participating in any decision to make or administer Awards that are made to Eligible Participants who, at the
time of consideration for such Award, (i) are persons subject to the short-swing profit rules of Section 16 of the 1934 Act, or
(ii) are reasonably anticipated to become Covered Employees during the term of the Award. However, the mere fact that a Committee
member shall fail to qualify under either of the foregoing requirements or shall fail to abstain from such action shall not invalidate
any Award made by the Committee, which Award is otherwise validly made under the Plan. The members of the Committee shall be appointed
by, and may be changed at any time and from time to time in the discretion of, the Board of Directors. The Board of Directors may
reserve for itself any or all of the authority and responsibility of the Committee under the Plan or may act as administrator of
the Plan for any and all purposes. To the extent the Board of Directors has reserved any authority and responsibility or during
any time that the Board of Directors is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder,
and any reference herein to the Committee (other than in this Section 4.1) shall include the Board of Directors. To the extent
any action of the Board of Directors under the Plan conflicts with actions taken by the Committee, the actions of the Board of
Directors shall control.


 



     


     


    




4.2       ACTION
AND INTERPRETATIONS BY THE COMMITTEE. For purposes of administering the Plan, the Committee may from time to time adopt rules,
regulations, guidelines and procedures for carrying out the provisions and purposes of the Plan and make such other determinations,
not inconsistent with the Plan, as the Committee may deem appropriate. The Committee’s interpretation of the Plan, any Awards
granted under the Plan, any Award Agreement and all decisions and determinations by the Committee with respect to the Plan are
final, binding, and conclusive on all parties. Each member of the Committee is entitled, in good faith, to rely or act upon any
report or other information furnished to that member by any officer or other employee of the Company or any Affiliate, the Company’s
or an Affiliate’s independent certified public accountants, Company counsel or any executive compensation consultant or other
professional retained by the Company to assist in the administration of the Plan.


 


4.3       AUTHORITY
OF COMMITTEE. Except as provided below, the Committee has the exclusive power, authority and discretion to:



 


	 	(a)	Grant
Awards;
	 	 	 
	 	(b)	Designate
Participants;
	 	 	 
	 	(c)	Determine
the type or types of Awards to be granted to each Participant;
	 	 	 
		(d)	Determine the number of Awards to be granted and the number of Shares to which an Award will relate;



 


		(e)	Determine the terms and conditions of any Award granted under the Plan, including, but not limited
to, the exercise price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions
on the exercisability of an Award, and accelerations or waivers thereof, based in each case on such considerations as the Committee
in its sole discretion determines;



 


		(f)	Accelerate the vesting, exercisability or lapse of restrictions of any outstanding Award in accordance
with Articles 9 and 10 of the Plan, based in each case on such considerations as the Committee in its sole discretion determines;



 


		(g)	Prescribe the form of each Award Agreement, which need not be identical for each Participant;
	 	 	 
	 	(h)	Decide
all other matters that must be determined in connection with an Award;



 


		(i)	Establish, adopt or revise any rules, regulations, guidelines or procedures as it may deem necessary
or advisable to administer the Plan;



 


		(j)	Make all other decisions and determinations that may be required under the Plan or as the Committee
deems necessary or advisable to administer the Plan; and
	 	 	 
	 	(k)	Amend
the Plan or any Award Agreement as provided herein.






 


Any interpretation
of the Plan by the Committee and any decisions made by it under the Plan shall be final and binding on all persons. No such decisions
will be subject to de novo review if challenged in court. In controlling and managing the operation and administration of
the Plan, the Committee shall take action in a manner that conforms to the articles and bylaws of the Company and applicable law.


 


Notwithstanding the
above, the Board of Directors or the Committee may also delegate, to the extent permitted by applicable law, to one or more officers
of the Company, the Committee’s authority under subsections (a) through (h) above, pursuant to a resolution that specifies
the total number of Awards that may be granted under the delegation, provided that no officer may be delegated the power to designate
himself or herself as a recipient of such Awards; and provided further that no delegation of its duties and responsibilities may
be made to officers of the Company with respect to Awards to Eligible Participants who as of the Grant Date are persons subject
to the short-swing profit rules of Section 16 of the 1934 Act, or who as of the Grant Date are reasonably anticipated to become
Covered Employees during the term of the Award. The acts of such delegates shall be treated hereunder as acts of the Committee
and such delegates shall report to the Committee regarding the delegated duties and responsibilities.


 


 



     


     


    




4.4       AWARD
AGREEMENTS. Each Award shall be evidenced by an Award Agreement. Each Award Agreement shall include such provisions, not inconsistent
with the Plan, as may be specified by the Committee.


 


4.5       INDEMNIFICATION.
To the extent allowable under applicable law, each member of the Committee shall be indemnified and held harmless by the Company
from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or
resulting from any claim, action, suit, or proceeding to which such member may be a party or in which he or she may be involved
by reason of any action or failure to act under the Plan and against and from any and all amounts paid by such member in satisfaction
of judgment in such action, suit, or proceeding against him or her provided he or she gives the Company an opportunity, at its
own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing
right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under
the Company’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have
to indemnify or hold them harmless.


 


ARTICLE 5


SHARES SUBJECT TO THE PLAN


 


5.1       NUMBER
OF SHARES. Subject to adjustment as provided in Article 10 of the Plan, the aggregate number of Shares reserved and available
for issuance pursuant to Awards granted under the Plan shall be 176,150 (all of which may be issued pursuant to the exercise of
Incentive Stock Options, to the extent such Awards are granted under the Plan). As of the Effective Date, no further awards shall
be granted pursuant to the Prior Plan. During the terms of the Awards, the Company shall keep available at all times the number
of Shares required to satisfy such Awards.


 


5.2       SHARE
COUNTING. If an Award is canceled, terminates, expires, is forfeited or lapses for any reason, any unissued Shares subject
to the Award shall not be available for issuance pursuant to Awards subsequently granted under the Plan. To the extent that an
award granted under the Prior Plan is canceled, terminates, expires, is forfeited or lapses for any reason under the terms of the
Prior Plan, any unissued Shares underlying such award shall not be made available for grant of Awards under this Plan. Notwithstanding
anything to the contrary contained in the Plan, Shares subject to an Award under the Plan shall not again be made available for
issuance or delivery under the Plan if such Shares are (a) Shares tendered in payment of an Option, (b) Shares delivered or withheld
by the Company to satisfy any tax withholding obligation, or (c) Shares covered by a stock-settled SAR or other Awards that were
not issued upon the settlement of the Award.


 


5.3       STOCK
DISTRIBUTED. Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock,
treasury Stock or Stock purchased on the open market.


 


5.4       DELIVERY
OF SHARES. Delivery of Shares or other amounts under the Plan shall be subject to the following:


 


(a)       Compliance
with Applicable Law. Notwithstanding any other provision of the Plan, the Company shall have no obligation to deliver any Shares
or make any other distribution of benefits under the Plan unless such delivery or distribution complies with applicable law (including
requirements of the 1933 Act), and the applicable requirements of any Exchange.


 



     


     


    




(b)       Certificates.
To the extent that the Plan provides for the issuance of Shares, the issuance may be effected on a non-certificated basis, to the
extent not prohibited by applicable law or the applicable rules of any Exchange.


 


ARTICLE 6


ELIGIBILITY


 


Awards may be granted
only to Eligible Participants; except that Incentive Stock Options may be granted only to Eligible Participants who are employees
of the Company or a Parent or Subsidiary of the Company.


 


ARTICLE 7


STOCK OPTIONS


 


7.1       GENERAL.
The Committee is authorized to grant Options to Participants on the following terms and conditions:


 


		(a)	Exercise Price. The exercise price of an Option shall not be less than the Fair Market Value
as of the Grant Date.



 


		(b)	Time and Conditions of Exercise. The Committee shall determine the time or times at which
an Option may be exercised in whole or in part, subject to Section 7.1(d) of the Plan. The Committee shall also determine the conditions,
if any, that must be satisfied before all or part of an Option may be exercised or vested. The Committee may waive any exercise
or vesting provisions at any time in whole or in part based upon factors as the Committee may determine in its sole discretion
so that the Option becomes exercisable or vested at an earlier date.



 


		(c)	Payment. The Committee shall determine the methods by which the exercise price of an Option
may be paid, the form of payment, including, without limitation, cash, Shares, or other property (including “cashless exercise”
arrangements), and the methods by which Shares shall be delivered or deemed to be delivered to Participants.



 


		(d)	Exercise Term. In no event may any Option be exercisable for more than ten (10) years from
the Grant Date.



 


7.2       INCENTIVE
STOCK OPTIONS. The terms of any Incentive Stock Options granted under the Plan must comply with the following additional rules:


 


		(a)	Lapse of Option. Subject to any earlier termination provision contained in the Award Agreement,
an Incentive Stock Option shall lapse upon the earliest of the following circumstances; provided, however, that the Committee may,
prior to the lapse of an Incentive Stock Option under the circumstances described in subsections (3), (4) or (5) below, provide
in writing that the Option will extend until a later date, but if an Incentive Stock Option is so extended and is exercised after
the dates specified in subsections (3) and (4) below, it will automatically become a Nonstatutory Stock Option:



 



	 	(1)	The
expiration date set forth in the Award Agreement.
	 	 	 
	 	(2)	The
tenth anniversary of the Grant Date.



 



     


     


    




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



 


		(4)	One (1) year after the Participant’s Continuous Status as a Participant by reason of the
Participant’s Disability.



 


		(5)	One (1) year after the termination of the Participant’s death if the Participant dies while
employed, or during the three-month period described in paragraph (3) or during the one-year period described in paragraph (4),
but before the Incentive Stock Option otherwise lapses.



 


Unless the exercisability of an
Incentive Stock Option is accelerated as provided in Articles 9 or 10 of the Plan, if a Participant exercises an Incentive Stock
Option after termination of employment, the Incentive Stock Option may be exercised only with respect to the Shares that were otherwise
vested on the Participant’s termination of employment. Upon the Participant’s death, any exercisable Incentive Stock
Options may be exercised by the Participant’s beneficiary, determined in accordance with Section 9.4 of the Plan.


 


		(b)	Individual Dollar Limitation. The aggregate Fair Market Value (determined as of the Grant
Date) of all Shares with respect to which Incentive Stock Options are first exercisable by a Participant in any calendar year may
not exceed $100,000.00 (or any higher value as may be permitted under Section 422 of the Code). To the extent the aggregate Fair
Market Value exceeds such limit, the Options or portions thereof exceeding the limit (according to the order in which they were
granted) shall be treated as Nonstatutory Stock Options.



 


		(c)	Ten Percent Owners. No Incentive Stock Option shall be granted to any individual who, at
the Grant Date, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of
the Company or any Parent or Subsidiary unless the exercise price per share of such Option is at least one hundred and ten percent
(110%) of the Fair Market Value per Share at the Grant Date and the Option expires no later than five (5) years after the Grant
Date.



 


		(d)	Expiration of Authority to Grant Incentive Stock Options. No Incentive Stock Option may
be granted pursuant to the Plan after the day immediately prior to the tenth anniversary of the date the Plan was approved by shareholders,
or the termination of the Plan, if earlier.



 


		(e)	Right to Exercise. During a Participant’s lifetime, an Incentive Stock Option may
be exercised only by the Participant or, in the case of the Participant’s Disability, by the Participant’s guardian
or legal representative.



 


		(f)	Eligible Grantees. The Committee may not grant an Incentive Stock Option to a person who
is not at the Grant Date an employee of the Company or of an Affiliate.



 


ARTICLE 8


RESTRICTED STOCK/PERFORMANCE AWARDS/SARS


 


8.1       GRANT
OF RESTRICTED STOCK. The Committee is authorized to make Awards of Restricted Stock to Participants in such amounts and subject
to such terms and conditions as may be selected by the Committee.


 


8.2       ISSUANCE
AND RESTRICTIONS. Restricted Stock shall be subject to such restrictions on transferability and other restrictions as the Committee
may impose (including, without limitation, limitations on the right to vote Restricted Stock or the right to receive dividends
on the Restricted Stock). These restrictions may lapse separately or in combination at such times, under such circumstances, in
such installments, upon the satisfaction of performance goals or otherwise, as the Committee determines at the time of the grant
of the Award or thereafter. Except as otherwise provided in an Award Agreement, the Participant shall have all of the rights of
a shareholder with respect to the Restricted Stock.


 



     


     


    




8.3       FORFEITURE.
Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of Continuous
Status as a Participant during the applicable restriction period, Restricted Stock that is at that time subject to restrictions
shall be forfeited; provided, however, that the Committee may provide in any Award Agreement that restrictions or forfeiture conditions
relating to Restricted Stock will be waived in whole or in part in the event of terminations resulting from death or disability
or in connection with a Change in Control, and the Committee may in other cases waive in whole or in part restrictions or forfeiture
conditions relating to Restricted Stock.


 


8.4       DELIVERY
OF RESTRICTED STOCK. Unless otherwise held in a trust and registered in the name of the trustee, reasonably promptly after
the Grant Date with respect to shares of Restricted Stock, the Company shall cause to be issued a stock certificate, registered
in the name of the Participant to whom the Restricted Stock was granted, evidencing such shares. Each such stock certificate shall
bear the following legend:


 


“The
transferability of this certificate and the shares of stock represented hereby are subject to the restrictions, terms and conditions
(including forfeiture provisions and restrictions against transfer) contained in the First Capital, Inc. 2019 Equity Incentive
Plan and in the Award Agreement entered into between the registered owner of such shares and First Capital, Inc. or its Affiliates.
A copy of the Plan and the Award Agreement is on file in the office of the Corporate Secretary of First Capital, Inc.”


 


Such legend shall not
be removed until the Participant vests in such shares pursuant to the terms of the Plan and the Award Agreement. Each certificate
issued pursuant to this Section 8.4, in connection with a Restricted Stock Award, shall be held by the Company or its Affiliates,
unless the Committee determines otherwise.


 


8.5       VOTING
RIGHTS. Unless otherwise determined by the Committee at the time of grant, a Participant holding Restricted Stock shall be
entitled to exercise full voting rights with respect to those Shares during the restriction period.


 


8.6       DIVIDENDS
AND OTHER DISTRIBUTIONS. During the restriction period, a Participant holding Restricted Stock may, if the Committee so determines,
be credited with dividends paid with respect to the underlying Shares. Such dividends shall be paid to the Participant at times
determined by the Committee in its sole discretion. The Committee may apply any restrictions to the dividends that the Committee
deems appropriate.


 


8.7       PERFORMANCE
AWARDS. Subject to the limitations of this Plan, the Committee may, in its discretion, grant Performance Awards to eligible
individuals upon such terms and conditions and at such times as the Committee shall determine. Performance Awards may be in the
form of performance shares. An award of a performance share is a grant of a right to receive shares of Stock which is contingent
upon the achievement of performance or other objectives during a specified period and which has a value on the date of grant equal
to the Fair Market Value of a share of Stock.


 


Subject to the terms
of this Plan and the requirements of Section 409A of the Code, the Committee has the authority to determine the nature, length
and starting date of the period during which a Participant may earn a Performance Award and will determine the conditions that
must be met in order for a Performance Award to be granted or to vest or be earned. These conditions may include specific performance
objectives, continued service or employment for a certain period of time, or a combination of such conditions. Performance awards
granted under the Plan may be based on one or more of the following business criteria: basic earnings per common share, basic cash
earnings per common share, diluted earnings per common share, diluted cash earnings per common share, net income, cash earnings,
net interest income, non-interest income, general and administrative expense to average assets ratio, cash general and administrative
expense to average assets ratio, efficiency ratio, cash efficiency ratio, return on average assets, cash return on average assets,
return on average shareholders’ equity, cash return on average shareholders’ equity, return on average tangible shareholders’
equity, cash return on average tangible shareholders’ equity, core earnings, operating income, operating efficiency ratio,
net interest rate spread, loan production volume, non-performing loans, cash flow, strategic business objectives, consisting of
one or more objectives based upon meeting specified cost targets, business expansion goals, and goals relating to acquisitions
or divestitures, or goals relating to capital raising and capital management, or any combination of the foregoing. Each goal may
be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on internal targets, past
performance of the Company or any subsidiary, operating unit or division of the Company and/or the past or current performance
of other companies, and in the case of earnings-based measures, may use or employ comparisons relating to capital, shareholders’
equity and/or shares of common stock outstanding, or to assets or net assets.


 



     


     


    




No later than 90 days
(or such other time as determined by the Committee with respect to an Award) following the commencement of a performance period,
the Committee shall, in writing (i) select the performance goal or goals applicable to the performance period, (ii) establish the
various targets and bonus amounts which may be earned for such performance period, and (iii) specify the relationship between the
performance goals and targets and the amounts to be earned by each participant for the performance period.


 


8.8       GRANT
OF SARS. The Committee is authorized to grant SARs to Participants on the following terms and conditions:


 


		(a)	Right to Payment. Upon the exercise of a Stock Appreciation Right, the Participant to whom
it is granted has the right to receive the excess, if any, of:



 


		(1)	The Fair Market Value of a share of Stock on the date of exercise; over



 


		(2)	The grant price of the Stock Appreciation Right as determined by the Committee, which shall not
be less than the Fair Market Value of a share of Stock on the date of grant in the case of any SAR related to any Incentive Stock
Option



 


		(b)	Other Terms. All such Awards shall be evidenced by an Award Agreement. The terms, methods
of exercise, methods of settlement, form of consideration payable in settlement, and any other terms and conditions of any Stock
Appreciation Right shall be determined by the Committee at the time of the grant of the Award and shall be reflected in the Award
Agreement.



 


ARTICLE 9


GENERAL PROVISIONS APPLICABLE TO AWARDS


 


9.1       STAND-ALONE
AND TANDEM AWARDS. Awards granted under the Plan may, in the sole discretion of the Committee, be granted either alone or in
addition to or, in tandem with, any other Award granted under the Plan.


 


9.2       TERM
OF AWARD. The term of each Award shall be for the period as determined by the Committee, provided that in no event shall the
term of any Incentive Stock Option exceed a period of ten (10) years from its Grant Date (or, if Section 7.2(c) applies, five (5)
years from its Grant Date).


 


9.3       LIMITS
ON TRANSFER. No right or interest of a Participant in any unexercised or restricted Award may be pledged, encumbered, or hypothecated
to or in favor of any party other than the Company or an Affiliate, or shall be subject to any lien, obligation, or liability of
such Participant to any other party other than the Company or an Affiliate. No unexercised or restricted Award shall be assignable
or transferable by a Participant other than by will or the laws of descent and distribution or, except in the case of an Incentive
Stock Option, pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if that Code section applied
to an Award under the Plan; provided, however, that the Committee may (but need not) permit other transfers where the Committee
concludes that such transferability (i) does not result in accelerated taxation, (ii) does not cause any Option intended to be
an Incentive Stock Option to fail to be an option described in Code Section 422(b), and (iii) is otherwise appropriate and desirable,
taking into account any factors deemed relevant, including without limitation, state or federal tax or securities laws applicable
to transferable Awards.


 



     


     


    




9.4       BENEFICIARIES.
Notwithstanding Section 9.3 of the Plan, a Participant may, in the manner determined by the Committee, designate a beneficiary
to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s
death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the Plan is subject to all
terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and the Award
Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary
has been designated or survives the Participant, payment shall be made to the Participant’s estate. Subject to the foregoing,
a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is filed with
the Committee.


 


9.5       STOCK
CERTIFICATES. All Stock issuable under the Plan is subject to any stop-transfer orders and other restrictions as the Committee
deems necessary or advisable to comply with federal or state securities laws, rules and regulations and the rules of any national
securities exchange or automated quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends
on any Stock certificate or issue instructions to the transfer agent to reference restrictions applicable to the Stock.


 


9.6       ACCELERATION
UPON DEATH OR DISABILITY. Except as otherwise provided in the Award Agreement, upon the Participant’s death or Disability
during his or her Continuous Status as a Participant, all of such Participant’s outstanding Options and other Awards in the
nature of rights that may be exercised shall become fully exercisable and all time-based vesting restrictions on the Participant’s
outstanding Awards shall lapse. Any Awards shall thereafter continue or lapse in accordance with the other provisions of the Plan
and the Award Agreement. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth
in Section 7.2(b) of the Plan, the excess Options shall be deemed to be Nonstatutory Stock Options.


 


9.7       TERMINATION
OF EMPLOYMENT. Whether military, government or other service or other leave of absence shall constitute a termination of employment
shall be determined in each case by the Committee at its discretion and in accordance with the terms of the Plan, and any determination
by the Committee shall be final and conclusive. A Participant’s Continuous Status as a Participant shall not be deemed to
terminate in a circumstance in which a Participant transfers from the Company to an Affiliate, transfers from an Affiliate to the
Company, or transfers from one Affiliate to another Affiliate. To the extent that this provision causes Incentive Stock Options
to extend beyond three months from the date a Participant is deemed to be an employee of the Company, a Parent or Subsidiary for
purposes of Sections 424(e) and 424(f) of the Code, the Options held by such Participant shall be deemed to be Nonstatutory Stock
Options.


 






     


     


    

ARTICLE 10


CHANGE IN CAPITAL STRUCTURE; CHANGE IN
CONTROL


 


10.1       CHANGES
IN CAPITAL STRUCTURE. In the event of a corporate event or transaction involving the Company (including, without limitation,
any stock dividend, stock split, extraordinary cash dividend, recapitalization, merger, consolidation, split-up, spin-off, combination
or exchange of shares), the authorization limits under Article 5 shall be adjusted proportionately, and the Committee shall adjust
the Plan and Awards to preserve the benefits or potential benefits of the Awards. Action by the Committee may include: (i) adjustment
of the number and kind of shares which may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject
to outstanding Awards; (iii) adjustment of the exercise price of outstanding Awards or the measure to be used to determine the
amount of the benefit payable on an Award; and (iv) any other adjustments that the Committee determines to be equitable. Without
limiting the foregoing, in the event of a subdivision of the outstanding stock (stock-split), a declaration of a dividend payable
in Shares, or a combination or consolidation of the outstanding stock unto a lesser number of Shares, the authorization limits
under Article 5 shall automatically be adjusted proportionately, and the Shares then subject to each Award shall automatically
be adjusted proportionately without any change in the aggregate purchase price therefor.


 


10.2       CHANGE
IN CONTROL. Subject to the provisions of Section 10.3 of the Plan or as otherwise provided in the Plan or the Award Agreement,
in the event of a Change in Control, unless otherwise specifically prohibited under law or by the rules and regulations of an Exchange:


 


		(a)	Any and all Options granted hereunder shall become immediately exercisable; additionally, if a
Participant’s employment or service is involuntarily terminated or constructively terminated for any reason except Cause
within twelve (12) months of such Change in Control, the Participant shall have until the expiration of the term of the Option
to exercise such Options;



 


		(b)	Any time-based and other restrictions imposed on Restricted Stock shall lapse; and



 


		(c)	The Committee shall have the ability to unilaterally determine that all outstanding Awards are
cancelled upon a Change in Control, and the value of such Awards, as determined by the Committee in accordance with the terms of
the Plan and the Award Agreement, be paid out in cash in an amount based on the Change in Control Price within a reasonable time
subsequent to the Change in Control.



 


10.3       ALTERNATIVE
AWARDS. Notwithstanding Section 10.2 of the Plan, no cash settlement or other payment shall occur with respect to any Award
if the Committee reasonably determines in good faith prior to the occurrence of a Change in Control that such Award shall be honored
or assumed, or new rights substituted therefor (such honored, assumed or substituted Award hereinafter called an “Alternative
Award”) by any successor as described in Section 12.16 of the Plan; provided, however, that any such Alternative Award must:


 


		(a)	Be based on stock which is traded on an established U.S. securities market, or that the Committee
reasonably believes will be so traded within sixty (60) days after the Change in Control;



 


		(b)	Provide such Participant with rights and entitlements substantially equivalent to or better than
the rights, terms and conditions applicable under such Award;



 


		(c)	Have substantially equivalent economic value to such Award (determined at the time of the Change
in Control); and



 


		(d)	Have terms and conditions which provide that, in the event the Participant’s employment is
involuntarily terminated or constructively terminated, any conditions on a Participant’s rights under, or any restrictions
on transfer or exercisability applicable to, each such Alternative Award shall be waived or shall lapse, as the case may be.



 


 






     


     


    

ARTICLE 11


AMENDMENT, MODIFICATION AND TERMINATION


 


11.1       AMENDMENT,
MODIFICATION AND TERMINATION. The Board of Directors may, at any time and from time to time, amend, modify or terminate the
Plan without shareholder approval; provided, however, that if an amendment to the Plan would, in the reasonable opinion of the
Board of Directors, either (i) materially increase the number of Shares available under the Plan, (ii) expand the types of awards
under the Plan, (iii) materially expand the class of participants eligible to participate in the Plan, (iv) materially extend the
term of the Plan, or (v) otherwise constitute a material change requiring shareholder approval under applicable laws, policies
or regulations or the applicable listing or other requirements of an Exchange, then such amendment shall be subject to shareholder
approval; and provided, further, that the Board of Directors may condition any other amendment or modification on the approval
of shareholders of the Company for any reason, including by reason of such approval being necessary or deemed advisable to (i)
permit Awards made hereunder to be exempt from liability under Section 16(b) of the 1934 Act, (ii) comply with the listing or other
requirements of an Exchange, or (iii) satisfy any other tax, securities or other applicable laws, policies or regulations.


 


11.2       AWARDS
PREVIOUSLY GRANTED. At any time and from time to time, the Committee may amend, modify or terminate any outstanding Award without
approval of the Participant; provided, however:


 


		(a)	Subject to the terms of the applicable Award Agreement, such amendment, modification or termination
shall not, without the Participant’s consent, reduce or diminish the value of such Award determined as if the Award had been
exercised, vested, or otherwise settled on the date of such amendment or termination (with the per-share value of an Option for
this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment or termination over
the exercise price of such Award);



 


		(b)	The original term of an Option may not be extended without the prior approval of the shareholders
of the Company;



 


		(c)	Except as otherwise provided in Article 10 of the Plan, the exercise price of an Option may not
be reduced, directly or indirectly, without the prior approval of the shareholders of the Company; and



 


		(d)	No termination, amendment, or modification of the Plan shall adversely affect any Award previously
granted under the Plan, without the written consent of the Participant affected thereby. An outstanding Award shall not be deemed
to be “adversely affected” by a Plan amendment if such amendment would not reduce or diminish the value of such Award
determined as if the Award had been exercised, vested, or otherwise settled on the date of such amendment (with the per-share value
of an Option for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment
over the exercise or base price of such Award).



 






     


     


    

ARTICLE 12


GENERAL PROVISIONS


 


12.1       NO
RIGHTS TO AWARDS; NON-UNIFORM DETERMINATIONS. No Participant or any Eligible Participant shall have any claim to be granted
any Award under the Plan. Neither the Company, its Affiliates nor the Committee is obligated to treat Participants or Eligible
Participants uniformly, and determinations made under the Plan may be made by the Committee selectively among Eligible Participants
who receive, or are eligible to receive, Awards (whether or not such Eligible Participants are similarly situated).


 


12.2       NO
SHAREHOLDER RIGHTS. Except as otherwise provided in this Plan or in an Award Agreement, no Award gives a Participant any of
the rights of a shareholder of the Company unless and until Shares are in fact issued to such person in connection with such Award.


 


12.3       WITHHOLDING.
The Company or any Affiliate shall have the authority and the right to deduct or withhold, or require a Participant to remit
to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation)
required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of
the Plan. If Shares are surrendered to the Company to satisfy withholding obligations in excess of the minimum withholding obligation,
such Shares must have been held by the Participant as fully vested shares for such period of time, if any, as necessary to avoid
variable accounting for the Option. With respect to withholding required upon any taxable event under the Plan, the Committee may,
at the time the Award is granted or thereafter, require or permit that any such withholding requirement be satisfied, in whole
or in part, by withholding from the Award, Shares having a Fair Market Value on the date of withholding equal to the minimum amount
(and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Committee
establishes.


 


12.4       NO
RIGHT TO CONTINUED SERVICE. Nothing in the Plan, in any Award Agreement or in any other document or statement made with respect
to the Plan, shall interfere with or limit in any way the right of the Company or any Affiliate to terminate any Participant’s
employment or status as an officer, director or consultant at any time, nor confer upon any Participant any right to continue as
an employee, officer, director or consultant of the Company or any Affiliate, whether for the duration of a Participant’s
Award or otherwise.


 


12.5       UNFUNDED
STATUS OF AWARDS. The Plan is intended to be an “unfunded” plan for incentive and deferred compensation. With respect
to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall
give the Participant any rights that are greater than those of a general creditor of the Company or any Affiliate. The Plan is
not intended to be subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).


 


12.6       CODE
SECTION 409A. The Plan is intended to comply with Section 409A of the Code to the extent subject thereto, and, accordingly,
to the maximum extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. Any payments described
in the Plan that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be
treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Plan,
to the extent required to avoid accelerated taxation and tax penalties under Section 409A of the Code, amounts that would otherwise
be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6) month period immediately following
the Participant’s termination of Continuous Service as a Participant shall instead be paid on the first payroll date after
the six-month anniversary of the Participant’s separation from service (or the Participant’s death, if earlier). Notwithstanding
the foregoing, neither the Company nor the Committee shall have any obligation to take any action to prevent the assessment of
any additional tax or penalty on any Participant under Section 409A of the Code and neither the Company nor the Committee will
have any liability to any Participant for such tax or penalty.


 



     


     


    




12.7       RELATIONSHIP
TO OTHER BENEFITS. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or benefit plan of the Company or any Affiliate unless provided otherwise in
such other plan.


 


12.8       EXPENSES.
The expenses of administering the Plan shall be borne by the Company and its Affiliates.


 


12.9       TITLES
AND HEADINGS. The titles and headings of the Sections in the Plan are for convenience of reference only, and in the event of
any conflict, the text of the Plan, rather than such titles or headings, shall control.


 


12.10       GENDER
AND NUMBER. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine;
the plural shall include the singular and the singular shall include the plural.


 


12.11       FRACTIONAL
SHARES. No fractional Shares shall be issued and the Committee shall determine, in its discretion, whether cash shall be given
in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down.


 


12.12       GOVERNMENT
AND OTHER REGULATIONS.


 


		(a)	Notwithstanding any other provision of the Plan, no Participant who acquires Shares pursuant to
the Plan may, during any period of time that such Participant is an affiliate of the Company (within the meaning of the rules and
regulations of the Securities and Exchange Commission under the 1933 Act), sell such Shares, unless such offer and sale is made
(i) pursuant to an effective registration statement under the 1933 Act, which is current and includes the Shares to be sold, or
(ii) pursuant to an appropriate exemption from the registration requirement of the 1933 Act, such as that set forth in Rule 144
promulgated under the 1933 Act.



 


		(b)	Notwithstanding any other provision of the Plan, if at any time the Committee shall determine that
the registration, listing or qualification of the Shares covered by an Award upon any Exchange or under any federal, state or local
law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or
in connection with, the granting of such Award or the purchase or receipt of Shares thereunder, no Shares may be purchased, delivered
or received pursuant to such Award unless and until such registration, listing, qualification, consent or approval shall have been
effected or obtained free of any condition not acceptable to the Committee. Any Participant receiving or purchasing Shares pursuant
to an Award shall make such representations and agreements and furnish such information as the Committee may request to assure
compliance with the foregoing or any other applicable legal requirements. The Company shall not be required to issue or deliver
any certificate or certificates for Shares under the Plan prior to the Committee’s determination that all related requirements
have been fulfilled. The Company shall in no event be obligated to register any securities pursuant to the 1933 Act or applicable
state law or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such
law, regulation or requirement.



 


12.13       GOVERNING
LAW. To the extent not governed by federal law, the Plan and all Award Agreements shall be construed in accordance with and
governed by the laws of Indiana.


 



     


     


    




12.14       ADDITIONAL
PROVISIONS. Each Award Agreement may contain such other terms and conditions as the Committee may determine; provided, however,
that such other terms and conditions are not inconsistent with the provisions of the Plan.


 


12.15       NO
LIMITATIONS ON RIGHTS OF COMPANY. Subject to Section 12.16 of the Plan, the grant of any Award shall not in any way affect
the right or power of the Company to make adjustments, reclassification or changes in its capital or business structure or to merge,
consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. The Plan shall not restrict the authority
of the Company, for proper corporate purposes, to draft or assume Awards, other than under the Plan, to or with respect to any
person. If the Committee so directs, the Company may issue or transfer Shares to an Affiliate, for such lawful consideration as
the Committee may specify, upon the condition or understanding that the Affiliate will transfer such Shares to a Participant in
accordance with the terms of an Award granted to such Participant and specified by the Committee pursuant to the provisions of
the Plan.


 


12.16       SUCCESSORS.
Any obligations of the Company or an Affiliate under the Plan with respect to Awards granted hereunder shall be binding on
any successor to the Company or Affiliate, respectively, whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company or Affiliate,
as applicable.