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EXHIBIT 10.1 FORM OF EQUITY AWARD AGREEMENTS
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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
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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:
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On behalf of the Compensation Committee
ACCEPTED BY PARTICIPANT:
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[Name]
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Date
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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,
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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.
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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
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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.
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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
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[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
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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,
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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
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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
o
