<PAGE> 1


                  EXHIBIT 10.1 FORM OF EQUITY AWARD AGREEMENTS

<PAGE> 2

                                     FORM OF
                        RESTRICTED STOCK AWARD AGREEMENT
              FOR THE FIRST CAPITAL INC. 2009 EQUITY INCENTIVE PLAN

         This Award Agreement is provided to _______________ (the "Participant")
by First Capital Inc. (the "Company") as of ___________ (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 Capital
Inc. 2009 Equity Incentive Plan (the "2009 Plan"), subject to the terms and
conditions of the 2009 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 2009 Plan.

         2.       GRANT DATE:                       _________

         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             Number of Shares
      Shares Vesting                 Vesting                   Date
      --------------                 -------                   ----






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

                                    FIRST CAPITAL INC.


                                    By:
                                        ----------------------------------------
                                        On behalf of the Compensation Committee
ACCEPTED BY PARTICIPANT:

---------------------------
[Name]

---------------------------
Date


<PAGE> 3

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 2009 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 2009
                  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 by reason of death or
                  Disability; or

         (c)      Upon a Change in Control (as defined in the 2009 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. 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.

                                       2
<PAGE> 4

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 2009 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 2009 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 2009 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 Capital Inc.
                           220 Federal Drive NW
                           Corydon, Indiana 47112
                           Attn:   William W. Harrod

         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 2009 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 2009 Plan to which you
         would otherwise be entitled will be revoked.

14.      MISCELLANEOUS. All equity-based compensation earned under this Award
         Agreement will not be treated as compensation for purposes of benefits
         received under any other Company or Bank tax-qualified or
         non-tax-qualified plans or arrangements.

                                       3
<PAGE> 5
                                     FORM OF
                           PERFORMANCE AWARD AGREEMENT
              FOR THE FIRST CAPITAL INC. 2009 EQUITY INCENTIVE PLAN

         This Performance Award Agreement is provided to _______________ (the
"Participant") by First Capital Inc. (the "Company") as of ___________ (the
"Grant Date"), the date the Compensation Committee of the Board of Directors
(the "Committee") awarded the Participant a performance award pursuant to the
First Capital Inc. 2009 Equity Incentive Plan (the "2009 Plan"), subject to the
terms and conditions of the 2009 Plan and this Award Agreement:

         1.       NUMBER OF SHARES SUBJECT
                  TO YOUR PERFORMANCE AWARD:   _________  shares of Common Stock
                                               ("Shares"), subject to adjustment
                                               as may be necessary pursuant to
                                               Article 10 of the 2009 Plan.

         2.       GRANT DATE:                  _________

         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
upon the satisfaction of the following performance criteria:

         The Participant will not begin to vest in the Shares granted, unless
the performance requirements described below are achieved by the Company. If
during the performance measurement period the Company satisfies the performance
goals noted below, the award recipient will begin to vest in his or her
Performance Award at the rate of, as follows:

        Vesting Date         Vested Percentage       Number of Shares
        ------------         -----------------       ----------------



[INSERT PERFORMANCE GOALS]




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

                                    FIRST CAPITAL INC.


                                    By:
                                        ----------------------------------------
                                        On behalf of the Compensation Committee
ACCEPTED BY PARTICIPANT:

---------------------------
[Name]

---------------------------
Date


<PAGE> 6

TERMS AND CONDITIONS

1.       GRANT OF SHARES. The Grant Date and number of Shares underlying your
         Performance 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 2009 Plan.

2.       RESTRICTIONS. The unvested Shares underlying your Performance 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 2009
                  Plan.

         (c)      Restricted Shares are subject to the vesting schedule and
                  performance criteria 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)      Upon satisfaction of the Performance Criteria set forth 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 by reason of death or
                  Disability; or

         (c)      Upon a Change in Control (as defined in the 2009 Plan).

4.       DELIVERY OF SHARES. Once the Shares are vested (see 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. 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. Upon vesting of the Performance 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

                                       2
<PAGE> 7
         compensation otherwise due to you or from Shares due to you under the
         2009 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 2009 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 2009 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 Capital Inc.
                           220 Federal Drive NW
                           Corydon, Indiana 47112
                           Attn:   William W. Harrod

         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 2009 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 2009 Plan to which you
         would otherwise be entitled will be revoked.

14.      MISCELLANEOUS. All equity-based compensation earned under this Award
         Agreement will not be treated as compensation for purposes of benefits
         received under any other Company or Bank tax-qualified or
         non-tax-qualified plans or arrangements.

                                       3

<PAGE> 8
                                     FORM OF
                   NON-STATUTORY STOCK OPTION AWARD AGREEMENT
              FOR THE FIRST CAPITAL INC. 2009 EQUITY INCENTIVE PLAN

         This Award Agreement is provided to _______________ (the "Participant")
by First Capital 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 Capital Inc. 2009 Equity Incentive Plan (the "2009 Plan"), subject to the
terms and conditions of the 2009 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 2009 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    PERCENTAGE OF      NUMBER OF SHARES
     AFTER GRANT DATE    OPTION VESTED    AVAILABLE FOR EXERCISE    VESTING DATE
    -----------------    -------------    ----------------------    ------------


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

                                    FIRST CAPITAL INC.


                                    By:
                                        ----------------------------------------
                                        On behalf of the Compensation Committee
ACCEPTED BY PARTICIPANT:

---------------------------
[Name]

---------------------------
Date

<PAGE> 9

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 2009 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 2009 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 2009 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 [NAME] 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
         2009 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 2009 Plan is subject to

                                       2
<PAGE> 10
         all terms and conditions of this Award Agreement and the 2009 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.

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 2009 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 2009 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 2009 Plan. In
         the event of any actual or alleged conflict between the provisions of
         the 2009 Plan and the provisions of this Award Agreement, the
         provisions of the 2009 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 2009 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 Capital Inc.
                           220 Federal Drive NW
                           Corydon, Indiana 47112
                           Attn:   William W. Harrod

         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.

                                       3
<PAGE> 11
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 2009 Plan to which you
         would otherwise be entitled will be revoked.

15.      MISCELLANEOUS. All equity-based compensation earned under this Award
         Agreement will not be treated as compensation for purposes of benefits
         received under any other Company or Bank tax-qualified or
         non-tax-qualified plans or arrangements.

                                       4

<PAGE> 12

                                     FORM OF
                     INCENTIVE STOCK OPTION AWARD AGREEMENT
              FOR THE FIRST CAPITAL INC. 2009 EQUITY INCENTIVE PLAN

         This Award Agreement is provided to ________________ (the
"Participant") by First Capital 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 Capital Inc. 2009 Equity Incentive Plan (the "2009 Plan"),
subject to the terms and conditions of the 2009 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 2009 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    PERCENTAGE OF OPTION       NUMBER OF SHARES
AFTER GRANT DATE   VESTED/NUMBER OF SHARES  AVAILABLEFOR EXERCISE   VESTING DATE
----------------   -----------------------  ---------------------   ------------




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


                                     FIRST CAPITAL INC.


                                    By:
                                        ----------------------------------------
                                        On behalf of the Compensation Committee
ACCEPTED BY PARTICIPANT:

---------------------------
[Name]

---------------------------
Date

<PAGE> 13

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 2009 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 2009 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 2009 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 [NAME] 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).
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<PAGE> 14

5.       BENEFICIARY DESIGNATION. You may, in the manner determined by the
         Committee, designate a beneficiary to exercise your rights under the
         2009 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 2009 Plan is subject to
         all terms and conditions of this Award Agreement and the 2009 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.

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 Capital
                                            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.       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.

9.       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 2009 Plan. Only you or a permitted transferee
         may exercise the Option during your lifetime.

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<PAGE> 15

10.      PLAN CONTROLS. The terms contained in the 2009 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 2009 Plan. In
         the event of any actual or alleged conflict between the provisions of
         the 2009 Plan and the provisions of this Award Agreement, the
         provisions of the 2009 Plan will control.

11.      SUCCESSORS. This Award Agreement shall be binding upon any successor of
         the Company, in accordance with the terms of this Award Agreement and
         the 2009 Plan.

12.      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.

13.      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 Capital Inc.
                           220 Federal Drive NW
                           Corydon, Indiana 47112
                           Attn:   William W. Harrod

         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.


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