Item 1.01 Entry into a Material Definitive Agreement

On January 3, 2023, First Harrison Bank (the "Bank") and First Capital, Inc. (the "Company") entered into a Change in Control Agreement with executives Jennifer Incantalupo and Joe Mahuron. On January 4, 2023, the Bank and the Company entered into a Change in Control Agreement with executive Jennifer Meredith. On January 6, 2023, the Bank and the Company entered into an Amended and Restated Change in Control Agreement with William Harrod and Chris Frederick, and a Change in Control Agreement with Joshua Stevens. Except for the names of the individuals, the agreements are materially the same, so they will be referred to in this summary as "the Agreement" for ease of review. The summary of the material terms of the Agreement which follows is qualified in its entirety by the terms of the Agreement, each of which is attached hereto as Exhibits 1.1, 1.2, 1.3, 1.4, 1.5, and 1.6 and incorporated herein by reference.

The term of the Agreement commences as of the date the individual executed the Agreement and continues for a period of thirty-six (36) full calendar months thereafter. The Bank's board of directors (the "Board") may extend the agreement for an additional year commencing on the first anniversary date of the Agreement and continuing at each date thereafter. Under the terms of the Agreement, the executives (or their heirs or assigns) will receive severance pay in the amount of three times the executive's annual compensation upon the occurrence of a Change in Control (as defined in the Agreement), followed within twelve (12) months of the effective date of a Change in Control by the voluntary or involuntary termination of the executive's employment, other than termination for cause. The Board may terminate the executive's employment at any time, but any termination by the Board, other than for termination for cause (as defined in the Agreement), does not prejudice the executive's right to receive compensation under the Agreement.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits



    1.1     Change in Control Agreement by and between First Harrison Bank, First
          Capital, Inc. and Jennifer Incantalupo
    1.2     Change in Control Agreement by and between First Harrison Bank, First
          Capital, Inc. and Joe Mahuron
    1.3     Change in Control Agreement by and between First Harrison Bank, First
          Capital, Inc. and Jennifer Meredith
    1.4     Amended and Restated Change in Control Agreement by and between First
          Harrison Bank, First Capital, Inc. and Chris Frederick
    1.5     Amended and Restated Change in Control Agreement by and between First
          Harrison Bank, First Capital, Inc. and William W. Harrod
    1.6     Change in Control Agreement by and between First Harrison Bank, First
          Capital, Inc. and Joshua P. Stevens
  104     Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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