**Exhibit
      10.1**





**INCENTIVE
      STOCK OPTION AGREEMENT**




This
      Incentive Stock Option Agreement (“Agreement”) has been entered into as of the
      ___ day of ___ 20___, between LSB Financial Corp., an Indiana corporation (the
      “Company”), and ___, an employee of the Company or one of its affiliates
      (“Participant”), pursuant to the Company’s 2007 Stock Option and Incentive Plan
      (the “Plan”).




WHEREAS,
      the committee of the Board of Directors of the Company appointed to administer
      the Plan (the “Committee”) has granted to Participant an option to purchase
      shares of the Company’s Common Stock pursuant to the terms and conditions as
      provided in the Plan and this Agreement; and




WHEREAS,
      the Company and Participant desire to set forth the terms and conditions of
      the
      option;




NOW,
      THEREFORE, in consideration of the mutual covenants and agreements contained
      in
      this Agreement, the Company and the Participant agree as follows:




Section
      1 . Grant
      of Option and Exercise Price .
      Subject
      to the terms and conditions stated in the Plan and this Agreement, on ___,
      ___
      (the “Date of Grant”), the Committee granted to Participant an option (the
“Option”) to purchase ___ shares of the Company’s Common Stock (the “Shares”) at
      an exercise price of $___ per Share (the “Exercise Price”).




Section
      2 . Incentive
      Stock Option .
      The
      Option is intended to qualify as an incentive stock option under Section 422
      of
      the Internal Revenue Code of 1986, as amended.




Section
      3 . Exercise
      of Option .
      The
      Option shall become exercisable as follows or on such earlier date as provided
      in the Plan: ___.




Section
      4 . Term
      of Option .
      Unless
      sooner terminated as provided in the Plan and this Agreement, the Option shall
      expire on ___, ___.




Section
      5 . Method
      of Exercise .
      The
      Participant may exercise the Option in the manner stated in the Plan.




Section
      6 . Restriction
      on Transfer .
      The
      Participant shall not sell, assign, transfer, pledge or otherwise encumber
      the
      Option except, in the event of death of Participant, by will or the laws of
      descent and distribution.




Section
      7 . Termination .
      If the
      Participant ceases to maintain Continuous Service for cause, or voluntarily
      for
      any reason other than death, Disability or Retirement, all rights under the
      Option shall terminate immediately upon cessation of Continuous Service. If
      the
      Participant ceases to maintain Continuous Service by reason of death, Disability
      or Retirement, then the Participant may exercise the Option, but only to the
      extent the Participant was entitled to exercise the Option at the date of such
      cessation, at any time during the remaining term of the Option. If the
      Participant ceases to maintain Continuous Service for any reason other than
      those set forth above, Participant may exercise the Option to the extent that
      the Participant was entitled to exercise the Option at the date of such
      cessation for a period of three months immediately succeeding such cessation
      of
      Continuous Service, and in no event after the expiration date of the Option.







Section
      8 . Plan
      Controlling .
      The
      Option and the terms and conditions set forth in this Agreement are subject
      in
      all respects to the terms and conditions of the Plan, which are controlling.
      All
      determinations and interpretations of the Committee shall be binding and
      conclusive upon the Participant and his or her legal representatives.




Section
      9 . Qualification
      of Rights .
      Neither
      this Agreement nor the existence of the Option shall be construed as giving
      the
      Participant any right (a) to be retained in the employ of the Company or any
      of
      its affiliates; or (b) as a shareholder with respect to the Shares until the
      certificates for the Shares have been issued and delivered to the Participant.




Section
      10 . Governing
      Law .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Indiana.




Section
      11 . Notices .
      All
      notices and other communications required or permitted under this Agreement
      shall be written and shall be delivered personally or sent by registered or
      certified first-class mail, postage prepaid and return receipt required,
      addressed as follows: if to the Company, to the Company’s executive offices in
      Lafayette, Indiana, and if to the Participant or his or her successor, to the
      address last furnished by the Participant to the Company. Each notice and
      communication shall be deemed to have been given when received by the Company
      or
      the Participant.




Section
      12 . Representations
      and Warranties of Participant .
      The
      Participant represents and warrants to the Company that he or she has received
      and reviewed a copy of the Plan.




Section
      13 . Withholding .
      In
      connection with the delivery of shares of Common Stock as a result of the
      exercise of the Option, the Company shall have the right to require the
      Participant to pay an amount in cash sufficient to cover any tax, including
      any
      Federal, state or local income tax, required by any governmental entity to
      be
      withheld or otherwise deducted and paid with respect to such delivery
      (“Withholding Tax”), and to make payment to the appropriate taxing authority of
      the amount of such Withholding Tax.




Section
      14 . No
      Waiver .
      The
      failure of a party to insist upon strict adherence to any term of this Agreement
      on any occasion shall not be considered a waiver thereof or deprive that party
      of the right thereafter to insist upon




IN
      WITNESS WHEREOF, the Company and Participant have executed this Agreement as
      of
      the date first written above.




**LSB
                FINANCIAL CORP.**By:NameTitle[Signature
                of Participant]