FIRST INTERNET
BANCORP


2013 EQUITY
INCENTIVE PLAN


RESTRICTED
STOCK AWARD AGREEMENT


(Time-Based
Vesting)


 


This
Award Agreement (“Award Agreement”), dated as of ___________ __, 20__, is by and between First Internet Bancorp, an
Indiana corporation (the “Company”), and _________________ (“Participant”). Unless otherwise defined herein,
the terms defined in the First Internet Bancorp 2013 Equity Incentive Plan (the “Plan”), shall have the same defined
meanings in this Award Agreement.


 


		I.	NOTICE OF GRANT



 


	Participant:       	 	 
		«First Name» «Middle Initial» «Last Name


The Company has granted the Participant
an Award of Restricted Stock, subject to the terms and conditions of the Plan and this Award Agreement, as follows:


 


	Date of Grant:	_____
	 	 
	Total Number of Shares Granted:	_____
	 	 
	Vesting Commencement Date:	_____
	 	 
	Vesting Schedule:	_____


 


		II.	AGREEMENT



 


1.           Grant
of Award. The Company hereby grants to the Participant the number of shares of Restricted Stock set forth in the Notice of
Grant, subject to the terms and conditions of the Plan, which are incorporated herein by reference. 


 


2.           Vesting.
Unless otherwise provided in this Award Agreement or in the Plan, the shares of Restricted Stock shall become fully vested and
nonforfeitable in one or more installments in accordance with the Vesting Schedule set forth in the Notice of Grant. 


 


3.           Restriction
Period. Except as otherwise provided in this Award Agreement or the Plan, Participant may not sell, assign, transfer, pledge
or otherwise dispose of or encumber the Restricted Stock, or any interest therein, until his or her rights in such Restricted
Stock have vested, and any purported sale, assignment, transfer, pledge or other disposition or encumbrance in violation of this
Award Agreement or the Plan will be void and of no effect.


 


4.           Voting.
Participant shall have the right to vote the Restricted Stock.


 


5.        
  Dividends. Cash dividends shall not be paid to the Participant on the unvested portion of the Award. Any
other dividends or distributions paid with respect to any unvested portion of the Award will be subject to the same
restrictions that apply to the Award.


 


6.           Withholding.
In connection with the vesting of the Restricted Stock, the Company shall have the right to require 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 transfer (“Withholding Tax”), and to make payment
to the appropriate taxing authority of the amount of such Withholding Tax.


 




    	 



    	 



    

 


7.           Change
in Control. As provided in the Plan, upon the occurrence of a Change in Control, the Restricted Stock may vest prior to the
time provided for under the Vesting Schedule set forth in the Notice of Grant.


 


8.           Section
83(b) Election. If the Participant makes an election pursuant to Internal Revenue Code Section 83(b), to include in gross
income the value of Restricted Stock transferred under this Award Agreement, the Participant shall immediately provide the Company
a copy of the election notice submitted to the Internal Revenue Service.


 


9.           Tax
Consequences. THE PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE THE RESTRICTED STOCK VESTS, BEFORE MAKING AN ELECTION UNDER
INTERNAL REVENUE CODE SECTION 83(B), OR BEFORE DISPOSING OF THE SHARES.


 


		III.	OTHER TERMS



 


10.         Entire
Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the
Participant’s interest except by means of a writing signed by the Company and Participant. This Award Agreement is governed
by the internal substantive laws but not the choice of law rules of Indiana.


 


11.         Notices.
All notices and other communications required or permitted under this Award Agreement shall be written and 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 Indianapolis, Indiana, and if to the Participant or his or her successor,
to the residence address last furnished by the Participant to the Company. Notwithstanding the foregoing, the Company may authorize
notice by any other means it deems desirable or efficient at a given time, such as notice by facsimile or electronic mail (e-mail).
Participant agrees to notify the Company upon any change in the Participant’s residence address.


 


12.         No
Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF RESTRICTED STOCK PURSUANT TO THE VESTING
SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED
OR BEING GRANTED THIS AWARD OF RESTRICTED STOCK). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S
RIGHT OR THE COMPANY’S RIGHT TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT
CAUSE.


 


13.         Plan
Controlling. In the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and
conditions of the Plan shall prevail. Participant acknowledges receipt of a copy of the Plan and represents that he or she is
familiar with the terms and provisions thereof, and hereby accepts the Restricted Stock subject to all of the terms and provisions
thereof. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice
of counsel prior to executing this Award Agreement and fully understands all provisions of the Award Agreement. Participant hereby
agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising
under the Plan or this Award Agreement.


 




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The Company
and the Participant have executed this Award Agreement as of the date first written above.


 


	PARTICIPANT	 	FIRST INTERNET BANCORP
	 	 	 
	 	 	By:	 
	«First Name» «Last Name»	 	Name:	 
	 	 	Title:	 


  








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