**Exhibit
      10.3**







**AGREEMENT
      FOR RESTRICTED STOCK**


**GRANTED
      UNDER LSB FINANCIAL CORP.**


**2007
      STOCK OPTION AND INCENTIVE PLAN**




This
      Agreement has been entered into as of the ___ day of ___, 20___ between LSB
      Financial Corp., an Indiana corporation (the “Company”), and ___, a
      [employee/director] of the Company or one of its affiliates (the “Participant”),
      pursuant to the Company’s 2007 Stock Option and Incentive Plan (the “Plan”) and
      evidences and sets forth certain terms of the grant to the Participant pursuant
      to the Plan of an aggregate of ___ shares of Restricted Stock as of the date
      of
      this Agreement. Capitalized terms used herein and not defined herein have the
      meanings set forth in the Plan.




Section
      1 . Receipt
      of Plan; Restricted Stock and this Agreement Subject to Plan .
      The
      Participant acknowledges receipt of a copy of the Plan. This Agreement and
      the
      shares of Restricted Stock granted to Participant are subject to the terms
      and
      conditions of the Plan, all of which are incorporated herein by reference.




Section
      2 . Restricted
      Period; Lapse of Restrictions and Vesting .
      Subject
      to Section 5 of this Agreement and the provisions of the Plan, the restrictions
      on the shares of Restricted Stock granted to the Participant shall lapse and
      such shares shall become fully vested and not subject to forfeiture to the
      Company as follows: ___.




Section
      3 . Certificates
      for Shares .
      Each
      certificate representing the shares of Restricted Stock granted to the
      Participant shall be registered in the name of the Participant and deposited
      by
      the Participant, together with a stock power endorsed in blank, with the Company
      and shall bear the following (or a similar) legend:




“The
      transferability of this certificate and the shares of stock represented hereby
      are subject to the terms and conditions (including forfeiture) contained in
      the
      2007 Stock Option and Incentive Plan of LSB Financial Corp. and an Agreement
      for
      Restricted Stock entered into between the registered owner and LSB Financial
      Corp. Copies of such Plan and Agreement are on file in the office of the
      Secretary of LSB Financial Corp.”




Upon
      the
      lapse of restrictions on such shares of Restricted Stock, the Company shall
      promptly deliver a stock certificate for such shares, free of such legend,
      to
      the Participant.




Section
      4 . Transferability .
      Until
      such time as the restrictions on the shares of Restricted Stock granted to
      Participant have lapsed and such shares are no longer subject to forfeiture
      to
      the Company, the Participant shall not sell, assign, transfer, pledge or
      otherwise encumber such shares of Restricted Stock.




Section
      5 . Termination .
      If the
      Participant ceases to maintain Continuous Service for any reason (other than
      death, Disability or Retirement), all shares of Restricted Stock granted to
      the
      Participant which at the time of such termination of Continuous Service are
      still subject to restrictions shall upon such termination of Continuous Service
      be forfeited and returned to the Company. If the Participant ceases to maintain
      Continuous Service by reason of death or







Disability,
      then the restrictions with respect to the Ratable Portion of the shares of
      Restricted Stock granted to the Participant shall lapse and such shares shall
      be
      free of restrictions and shall not be forfeited. If the Participant ceases
      to
      maintain Continuous Service by reason of Retirement, then the Committee shall,
      in its sole discretion, determine the effect of such termination on the shares
      of Restricted Stock granted to the Participant. If the Continuous Service of
      the
      Participant is involuntarily terminated, for whatever reason, at any time within
      18 months after a Change in Control, any Restricted Period with respect to
      the
      shares of Restricted Stock granted to the Participant shall lapse upon such
      termination and all shares of Restricted Stock granted to the Participant shall
      become fully vested in the Participant.




Section
      6 . Dividends .
      In the
      event any dividends or other distributions, whether in cash, property or stock
      of another company, are paid on any of the shares of Restricted Stock granted
      to
      the Participant, such dividends or other distributions shall be delivered to
      the
      Participant at that time. Stock dividends and shares issued as a result of
      any
      stock-split, if any, issued with respect to the Restricted Shares shall be
      treated as additional Restricted Shares and shall be subject to the same
      restrictions and other terms and conditions that apply with respect to, and
      shall vest or be forfeited at the same time as, the Restricted Shares with
      respect to which such stock dividends or shares are issued.




Section
      7 . 83(b)
      Election .
      The
      Participant agrees not to make any election under Section 83(b) of the Code
      with
      respect to any shares of Restricted Stock granted under this Agreement.




Section
      8 . No
      Employment Rights .
      None of
      this Agreement, the Plan or the award of shares of Restricted Stock hereunder
      shall be construed as giving the Participant any right to be retained as an
      employee or director of the Company or any Affiliate.




Section
      9 . Withholding .
      In
      connection with the delivery of shares of Common Stock as a result of the
      vesting of Restricted Stock, 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
      10 . Plan
      Controlling .
      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
      Participant and his or her legal representatives.




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




Section
      12 . 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 Participant or his or her successor, to the
      address last furnished by Participant to the Company. Each notice and
      communication shall be deemed to have been given when received by the Company
      or
      Participant.







Section
      13 . 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 strict adherence to that term or any
      other term of this Agreement.




IN
      WITNESS WHEREOF, this Agreement has been executed by the undersigned thereunto
      duly authorized as of the date first above written.







**LSB
                FINANCIAL CORP.**By:Name:Title:[Name
                of Participant]