AGREEMENT FOR RESTRICTED STOCK GRANTED UNDER THE INDIANA COMMUNITY BANCORP 2010 STOCK OPTION AND INCENTIVE PLAN

(a)  

Vesting. If the Participant remains continuously employed by, and has continuously provided substantial services to, the Corporation from the Date of Grant to the date of the applicable event below, the Restricted Stock will become vested (and no longer subject to a substantial risk of forfeiture) as to [2/3 of Granted Shares] of the shares of Restricted Stock granted hereunder on the second anniversary of the Date of Grant and as to an additional [1/3 of Granted Shares] of the shares of Restricted Stock granted hereunder on January 1, 2013; provided that if the Participant ceases to maintain Continuous Service by reason of death or Disability, then the Ratabl e Portion (as defined in the Plan) of the shares of Restricted Stock granted to the Participant shall vest and not be forfeited and if the Continuous Service of the Participant is involuntarily terminated, for whatever reason, at any time within 18 months after a change in control event (as defined in 26 CFR 1.280G-1, Q&A-27 through Q&A-29 or as defined in 26 CFR 1.409A-3(i)(5)(i)) with respect to the Corporation, all shares of Restricted Stock granted to the Participant shall become fully vested in the Participant, subject to Section 13 hereof. Any shares of the Restricted Stock that have not vested in accordance with the foregoing will be forfeited by the Participant upon any cessation of the Participant’s Continuous Service to the Corporation following the Date of Grant; provided that if the Participant ceases to maintain Continuous Service following the second anniversary of the Date of Grant (assuming the Participant maintains Continuous Service during such two-year period), by reason of R etirement, then the Ratable Portion (as defined in the Plan) of the shares of Restricted Stock granted to the Participant shall vest and not be forfeited.

(b)  

Transferability. Notwithstanding the satisfaction of the vesting conditions in Section 2(a), the Restricted Stock will not be transferable (as defined in 26 CFR 1.83-3(d)) by the Participant at any time prior to the repayment of the assistance received by the Corporation under the United States Department of the Treasury’s Troubled Asset Relief Program (“TARP”), established pursuant to the Emergency Economic Stabilization Act of 2008 (“EESA”) (except as necessary to reflect a merger or acquisition of the Corporation), provided that: (A) 25% of the shares of Restricted Stock granted hereunder will no longer be subject to the transferability restrict ions in this Section 2(b) upon repayment of 25% of the aggregate obligations of the Corporation under TARP; (B) an additional 25% of the shares of Restricted Stock granted hereunder (for an aggregate total of 50% of the shares of Restricted Stock granted hereunder) will no longer be subject to the transferability restrictions in this Section 2(b) upon repayment of 50% of the aggregate obligations of the Corporation under TARP; (C) an additional 25% of the shares of Restricted Stock granted hereunder (for an aggregate total of 75% of the shares of Restricted Stock granted hereunder) will no longer be subject to the transferability restrictions in this Section 2(b) upon repayment of 75% of the aggregate obligations of the Corporation under TARP; and (D) the remainder of the shares of Restricted Stock granted hereunder will no longer be subject to the transferability restrictions in this Section 2(b) upon repayment of 100% of the aggregate obligations of the Corporation under TARP.

(c)  

Vested and Transferable Shares - Removal of Restrictions; Payment. Upon the later to occur of the Restricted Stock becoming vested pursuant to Section 2(a) and the Restricted Stock becoming transferable pursuant to Section 2(b), such shares of Restricted Stock shall be vested and transferable shares and the Corporation shall, as soon as practicable thereafter, cause all restrictions hereunder to be removed from the certificates representing such vested and transferable shares and shall cause certificates representing such shares to be delivered to the Participant free and clear of all transfer restrictions. The Participant need not be employed on such distribution date to receive such shares.  In no event shall such issuance of such certificates occur later than the later of (A ) the end of the short term deferral period identified in Treas. Reg. 1.409A-1(b)(4) and (B) the first date on which the issuance is permissible under the Regulations (as defined in Section 13).

(d)  

Transferability Exception. Notwithstanding the foregoing, for Restricted Stock for which the Participant does not make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), at any time beginning with the date upon which the shares of Restricted Stock become substantially vested (as defined in 26 CFR 1.83-3(b)) and ending on December 31 of the calendar year including that date, a portion of the Restricted Stock shall be made transferable as may reasonably be required to pay the federal, state, local, or foreign taxes that are anticipated to apply to the income recognized due to this vesting, and the amounts made transferable for this purpose shall not count toward the percentages i n Section 2(b) above.