As filed with the Securities and Exchange Commission on August 17, 2018
     
 
Registration Statement No. 333-______
     
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM S-8
     
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
     
MID-SOUTHERN BANCORP, INC.
(Exact name of registrant as specified in its charter)
     
Indiana
 
82-4821705
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
     
300 North Water Street
Salem, Indiana
 
 
47167
(Address of principal executive offices)
 
(Zip code)
     
Mid-Southern Savings Bank, FSB 2010 Equity Incentive Plan
(Full title of the plan)
     
Erica B. Schmidt
Chief Financial Officer
Mid-Southern Bancorp, Inc.
300 North Water Street
Salem, Indiana 47167
(812) 883-2639
 
John F. Breyer, Jr.
Breyer & Associates PC
8180 Greensboro Drive
Suite 785
McLean, Virginia 22102
(703) 883-1100
(Name, address and telephone number of agent for service)

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  [   ]                                                                                                                  Accelerated filer  [   ]
Non-accelerated filer   [   ]                                                                                                                   Smaller reporting company  [X]
         Emerging growth company  [X]

If an emerging growth company, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
[  ]

CALCULATION OF REGISTRATION FEE
 
Title of securities
to be registered
 
Amount to be
registered
   
Proposed maximum
offering price per share
   
Proposed maximum aggregate offering price
   
Amount of
registration fee
 
Common stock,
$.01 par value per share
   
124,752
(1)  
 
$
12.38
(2)  
 
$
1,544,429.76
   
$
192.28
 
      (1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement includes an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the Mid-Southern Savings Bank, FSB 2010 Equity Incentive Plan as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of the registrant.
      (2) Estimated in accordance with Rule 457(c) and Rule 457(h) of the Securities Act of 1933, calculated on the basis of $12.38 per share, the average of the high and low sale prices per share of the registrant's common stock on the Nasdaq Capital Market on August 13, 2018, which date is within five business days prior to filing this Registration Statement.
 
 
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Mid-Southern Savings Bank, FSB 2010 Equity Incentive Plan, as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933.  This document is not being filed with the Commission, but constitutes (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933.
 
 
 
 
 
I-1
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3 .      I ncorporation of Documents by Reference

The following documents previously or concurrently filed by Mid-Southern Bancorp, Inc. (the "Registrant") with the Commission are hereby incorporated by reference in this Registration Statement and the prospectus to which this Registration Statement relates (the "Prospectus"):

(a)
the Registrant's Prospectus filed pursuant to Rule 424(b)(3) of the Securities Act of 1933 (Registration Statement No. 333-223875), filed with the Commission on May 24, 2018;

(b)
all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act since the end of the fiscal year covered by the Prospectus referred to in Item 3(a) above; and

(c)
the description of the Registrant's common stock, par value $.01 per share, set forth in its Registration Statement on Form 8-A, registering its common stock pursuant to Section 12(b) of the Securities Exchange Act of 1934, filed as of May 14, 2018 and all amendments thereto or reports filed for the purpose of updating such description.

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act") (excluding any portions of such documents that have been "furnished" and not "filed" for purposes of the Exchange Act) after the filing of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and the Prospectus and to be a part hereof and thereof from the date of the filing of such documents.  Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the Prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the Prospectus.

All information appearing in this Registration Statement is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein by reference.

Item 4 .      Description of Securities

Not Applicable

Item 5 .      Interests of Named Experts and Counsel

Not Applicable

Item 6 .      Indemnification of Directors and Officers

Article VII of the Registrant's Articles of Incorporation requires it to indemnify any person, to the fullest extent permitted by the Indiana Business Corporation Law ("IBCL"), who is a party to any proceeding by reason of the fact that he or she is or was a director, officer or employee of the Registrant.

The IBCL provides for indemnification of directors, officers, employees and agents in certain circumstances.  IBCL Chapter 37, Section 8 provides that a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if (a) the director acted in good
 
II-1
faith, (b) the director reasonably believed that the director's conduct was in the best interests of the corporation, or in certain instances, at least not opposed to its best interests and (c) in the case of any criminal proceeding, the director had no reasonable cause to believe the director's conduct was unlawful.  IBCL Chapter 37, Section 9 provides that unless limited by the articles of incorporation, a corporation must indemnify a director who was wholly successful in the defense of any proceeding to which the director was a party because of being a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.  IBCL Chapter 37, Section 11 provides a mechanism for court-ordered indemnification.

IBCL Chapter 37, Section 13 provides that unless a corporation's articles of incorporation provide otherwise, (1) an officer of the corporation who is not a director is entitled to mandatory indemnification under IBCL Chapter 37, Section 9, and is entitled to apply for court-ordered indemnification under IBCL Chapter 37, Section 11, (2) the corporation may indemnify and advance expenses to an officer, employee or agent of the corporation who is not a director to the same extent as to a director and (3) a corporation may also indemnify and advance expenses to an officer, employee or agent who is not a director to the extent, consistent with law, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors or contract.  IBCL Chapter 37, Section 14 provides that a corporation may purchase insurance on behalf of an individual who is or was a director, officer, employee or agent of the corporation against liability asserted against or incurred by the individual in that capacity, whether or not the corporation would have power to indemnify the individual against the same liability under IBCL Chapter 37, Section 11.

The Registrant maintains liability insurance for the benefit of its officers and directors.

The above discussion of the Registrant's Articles of Incorporation and the IBCL is not intended to be exhaustive and is qualified in its entirety by such Articles of Incorporation and statutes.

Item 7 .      Exemption From Registration Claimed

Not Applicable

Item 8 .      Exhibits

The following exhibits are filed with or incorporated by reference into this Registration Statement on Form S-8:

Exhibit
Number
 
 
Description of Document
     
 
     
 
     
 
     
 
     
 
     
 
     
 
___________     
(1)
Incorporated by reference to the Registrant's Registration Statement on Form S-1 (333-223875) filed on March 23, 2018.
 
Item 9.      Undertakings
 
(a)
The undersigned Registrant hereby undertakes:

1.      To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect
 
 
II-2
in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change in such information in the Registration Statement; provided, however, that clauses (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those clauses is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

2.      That, for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed the initial bona fide offering thereof.

3.      To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)      The undersigned Registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officer and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
 
 
 
 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salem, State of Indiana, on August 17, 2018.
 
 
MID-SOUTHERN BANCORP, INC.
 
 
 
By:   /s/ Alexander G. Babey                                                  
 
        Alexander G. Babey
 
        President and Chief Executive Officer
        (Duly Authorized Representative)

 
 

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.  Each person whose signature appears below hereby makes, constitutes and appoints Alexander G. Babey or Erica B. Schmidt as his or her true and lawful attorney, with full power to sign for such person and in such person's name and capacity indicated below, and with full power of substitution any and all amendments to this Registration Statement, hereby ratifying and confirming such person's signature as it may be signed by said attorney to any and all amendments.
 
 
/s/ Alexander G. Babey   /s/ Erica B. Schmidt
Alexander G. Babey
President, Chief Executive Officer and Director
(Principal Executive Officer)
 
August 17, 2018
 
Erica B. Schmidt
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
 
August 17, 2018
     
     
     
/s/ Paul G. Allemeier    /s/ Larry R. Bailey 
Paul G. Allemeier
Director
 
August 17, 2018
 
Larry R. Bailey
Director
 
August 17, 2018
     
     
     
/s/ Dana J. Dunbar    /s/ Trent L. Fisher 
Dana J. Dunbar
Chairman of the Board
 
August 17, 2018
 
Trent L. Fisher
Director
 
August 17, 2018
     
     
     
/s/ Charles W. Lamb    /s/ Kermit A. Lamb 
Charles W. Lamb
Director
 
August 17, 2018
 
Kermit A. Lamb
Director
 
August 17, 2018
     
     
     
/s/ Brent A. Rosenbaum     
Brent A. Rosenbaum
Director
 
August 17, 2018
   

MID-SOUTHERN BANCORP, INC.

EXHIBIT INDEX

Exhibit
Number
 
 
Description of Document
     
 
     
 
     
 
     
 
     
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
Exhibit 5
 

[Letterhead of Breyer & Associates PC]



August 17, 2018



Board of Directors
Mid-Southern Bancorp, Inc.
300 North Water Street
Salem, Indiana 47167

Gentlemen:

We have acted as special counsel to Mid-Southern Bancorp, Inc., an Indiana corporation (the "Corporation"), in connection with the preparation and filing with the Securities and Exchange Commission of the Registration Statement on Form S-8 under the Securities Act of 1933, as amended ("Registration Statement"), relating to the 124,752 shares of the Corporation's common stock, par value $.01 per share (the "Common Stock"), to be offered pursuant to the Mid-Southern Savings Bank, FSB 2010 Equity Incentive Plan (the "Plan").

In this connection, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the Plan, the Registration Statement, the Articles of Incorporation and Bylaws of the Corporation, resolutions of the Board of Directors and such other documents and corporate records as we have deemed appropriate for the purpose of rendering this opinion. We have assumed without investigation the genuineness of all signatures, the legal capacity of natural persons, the authenticity, accuracy and completeness of all documents submitted to us as originals, the conformity to authentic and complete original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity, accuracy and completeness of the originals of such copies. We have further assumed the accuracy of certifications of public officials, government agencies and departments, corporate officers and individuals, and statements of fact, on which we are relying, and have made no independent investigations thereof.

Based upon the foregoing, it our opinion that:

1.   The shares of Common Stock being so registered have been duly authorized.

2.   Such shares will be, when and if issued, sold and paid for as contemplated by the Plan, validly issued, fully paid and non-assessable.

In rendering the opinion set forth herein, we express no opinion as to the laws of any jurisdiction other than the Indiana Business Corporation Law, as currently in effect. This opinion is limited to the facts bearing on this opinion as they exist on the date of this letter. We disclaim any obligation to review or supplement this opinion or to advise you of any changes in the circumstances, laws or events that may occur after this date or otherwise update this opinion.

We hereby consent to the inclusion of this opinion as Exhibit 5 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
 
 
Sincerely,
 
 
 
/s/ BREYER & ASSOCIATES PC
 
 
 
BREYER & ASSOCIATES PC

 
 
Exhibit 10

 
 
 
MID-SOUTHERN SAVINGS BANK, FSB
-2010 EQUITY INCENTIVE PLAN
 
 
 

TABLE OF CONTENTS
 
Page
 
 
ARTICLE I PURPOSE
1
   
     Section 1.1     General Purpose of the Plan
1
   
ARTICLE II DEFINITIONS
1
   
ARTICLE III AVAILABLE SHARES
4
   
     Section 3.1     Shares Available Under the Plan
4
     Section 3.2     Shares Available for Options
4
     Section 3.3     Shares Available for Restricted Stock Awards
4
     Section 3.4     Computation of Shares Issued
4
   
ARTICLE IV ADMINISTRATION
4
   
     Section 4.1     Committee
4
     Section 4.2     Committee Powers
5
   
ARTICLE V STOCK OPTIONS
5
   
     Section 5.1     Grant of Options 5 
     Section 5.2     Size of Option 5 
     Section 5.3     Exercise Price 6 
     Section 5.4     Exercise Period 6 
     Section 5.5     Vesting Date 6 
     Section 5.6     Additional Restrictions on Incentive Stock Options 6 
     Section 5.7     Method of Exercise 7 
     Section 5.8     Limitations on Options 8 
     Section 5.9     Prohibition Against Option Repricing 8 
   
ARTICLE VI RESTRICTED STOCK AWARDS 8 
   
     Section 6.1     In General 8 
     Section 6.2     Vesting Date 9 
     Section 6.3     Dividend Rights 10 
     Section 6.4     Voting Rights 10 
     Section 6.5     Designation of Beneficiary 10 
     Section 6.6     Manner of Distribution of Awards 10 
   
ARTICLE VII SPECIAL TAX PROVISION 10 
   
     Section 7.1     Tax Withholding Rights
10
   
ARTICLE VIII AMENDMENT AND TERMINATION  10 
   
     Section 8.1     Termination   10 
     Section 8.2     Amendment 11 
     Section 8.3     Adjustments in the Event of Business Reorganization 11 
   
ARTICLE IX MISCELLANEOUS 11 
   
     Section 9.1     Status as an Employee Benefit Plan 11 
     Section 9.2     No Right to Continued Employment 11 
     Section 9.3     Construction of Language 12 
     Section 9.4     Governing Law 12 
     Section 9.5     Headings 12 
     Section 9.6     Non-Alienation of Benefits 12 
     Section 9.7     Notices
12
     Section 9.8     Approval of Stockholders   12 
                                                                                                                                                                                                                                                                                                                                                                        

ii
Mid-Southern Savings Bank, FSB
2010 Equity Incentive Plan
ARTICLE I
PURPOSE
Section 1.1                            General Purpose of the Plan.
The purpose of the Plan is to promote the long-term growth and profitability of Mid-Southern Savings Bank, FSB, to provide directors, officers and employees of Mid-Southern Savings Bank, FSB and its affiliates with an incentive to achieve corporate objectives, to attract and retain individuals of outstanding competence and to provide such individuals with an equity interest in Mid-Southern Savings Bank, FSB.
ARTICLE II
DEFINITIONS
The following definitions shall apply for the purposes of this Plan, unless a different meaning is plainly indicated by the context:
Affiliate means any "parent corporation" or "subsidiary corporation" of the Bank, as those terms are defined in Section 424(e) and (f) respectively, of the Code.
Award means the grant by the Committee of an Incentive Stock Option, a Non-Qualified Stock Option, a Restricted Stock Award or any other benefit under this Plan.
Award Agreement means a written instrument evidencing an Award under the Plan and establishing the terms and conditions thereof.
Bank means Mid-Southern Savings Bank, FSB, a federally chartered stock savings bank, and any successor thereto.
Beneficiary means the Person designated by a Participant to receive any Shares subject to a Restricted Stock Award made to such Participant that become distributable, or to have the right to exercise any Options granted to such Participant that are exercisable, following the Participant's death.
Board means the Board of Directors of the Bank.
Change in Control means any of the following events:
(a)              any third person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, becomes the beneficial owner of shares of the Bank with respect to which 25% or more of the total number of votes for the election of the Board may be cast;
(b)              as a result of, or in connection with, any cash tender offer, merger or other business combination, sale of assets or contested election, or combination of the foregoing, the persons who were directors of the Bank shall cease to constitute a majority of the Board;
(c)              the stockholders of the Bank approve a merger or consolidation of the Bank with any other corporation, other than (1) a merger or consolidation which would result in the voting securities of the Bank outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Bank or such surviving entity outstanding immediately after such merger or consolidation or (2) a merger or consolidation effected to implement a recapitalization of the Bank (or similar transaction) in which no person or entity acquires more than 25% of the combined voting power of the Bank's then outstanding securities;
 
Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred in the event of a conversion of the Bank's mutual holding company to stock form or in connection with any reorganization or action used to effect such conversion.  In addition, the term "Change in Control" also shall not include an acquisition of securities by an employee benefit plan of the Bank or a change in the composition of the Board at the direction of the Office of Thrift Supervision or the Federal Deposit Insurance Corporation.
Code means the Internal Revenue Code of 1986, as amended from time to time.
Committee means the Committee described in Article IV.
Disability means a condition of incapacity of a Participant which renders that person unable to engage in the performance of his or her duties by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.  Notwithstanding the above, the term Disability in connection with Incentive Stock Options shall have the meaning specified in Section 22(e)(3) of the Code.
Effective Date means the date on which the Plan is approved by the stockholders of the Bank.
Exchange Act means the Securities Exchange Act of 1934, as amended.
Exercise Period means the period during which an Option may be exercised.
Exercise Price means the price per Share at which Shares subject to an Option may be purchased upon exercise of the Option.
Fair Market Value means, with respect to a Share on a specified date:
(a)              If the Shares are listed on any established stock exchange, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the Composite Tape or other comparable reporting system for the exchange on the applicable date, or if the applicable date is not a trading day, on the trading day immediately preceding the applicable date;
(b)              If the Shares are not traded on a national securities exchange but are traded on the over-the-counter market, if sales prices are not regularly reported for the Shares for the trading day referred to in clause (a), and if bid and asked prices for the Shares are regularly reported, the mean between the bid and the asked price for the Shares at the close of trading in the over-the-counter market on the applicable date, or if the applicable date is not a trading day, on the trading day immediately preceding the applicable date; and
(c)              In the absence of such markets for the Shares, the Fair Market Value shall be determined in good faith by the Committee, which determination shall be made in accordance with Section 409A of the Code.
Family Member means with respect to any Participant:
(a)              the lineal ascendants and lineal descendants of such Participant or his spouse, or any one or more of them, or
(b)              an entity wholly owned by, including, but not limited to, a trust the exclusive beneficiaries of which are, one or more of the lineal ascendants or lineal descendants of such Participant or his spouse, or wholly owned jointly by one or more of them and the Participant.
Incentive Stock Option means a right to purchase Shares that is granted to an employee of the Bank or any Affiliate that is designated by the Committee to be an Incentive Stock Option and that is intended to satisfy the requirements of Section 422 of the Code.
 
2
Non-Qualified Stock Option means a right to purchase Shares that is not intended to qualify as an Incentive Stock Option or does not satisfy the requirements of Section 422 of the Code.
Option means either an Incentive Stock Option or a Non-Qualified Stock Option.
Option Holder means, at any relevant time with respect to an Option, the person having the right to exercise the Option.
Participant means any director, officer or employee of the Bank or any Affiliate who is selected by the Committee to receive an Award.   Emeritus directors may not receive Awards.
Permitted Transferee means, with respect to any Participant, a Family Member of the Participant to whom an Award has been transferred as permitted hereunder.
Person means an individual, a corporation, a partnership, a limited liability company, an association, a joint-stock company, a trust, an estate, an unincorporated organization and any other business organization or institution.
Plan means the Mid-Southern Savings Bank, FSB 2010 Equity Incentive Plan, as amended from time to time.
Qualified Domestic Relations Order means a Domestic Relations Order that:
(a)              clearly specifies:
(i)              The name and last known mailing address of the Option Holder and of each person given rights under such Domestic Relations Order;
(ii)              the amount or percentage of the Option Holder's benefits under this Plan to be paid to each person covered by such Domestic Relations Order;
(iii)              the number of payments or the period to which such Domestic Relations Order applies; and
(iv)              the name of this Plan; and
(b)              does not require the payment of a benefit in a form or amount that is:
(i)              not otherwise provided for under the Plan; or
(ii)              inconsistent with a previous Qualified Domestic Relations Order.
For the purposes of this Plan, a "Domestic Relations Order" means a judgment, decree or order, including the approval of a property settlement that is made pursuant to a state domestic relations or community property law and relates to the provision of child support, alimony payments or marital property rights to a spouse, child or other dependent of a Participant.
Restricted Stock Award means an award of Shares pursuant to Article VI.
Service means, unless the Committee provides otherwise in an Award Agreement, service in any capacity as a director, officer or employee of the Bank or any Affiliate.
Share means a share of common stock of the Bank.
 
3
Termination for Cause means termination upon an intentional failure to perform stated duties, a breach of a fiduciary duty involving personal dishonesty which results in material loss to the Bank or one of its Affiliates or a willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or a final cease-and-desist order which results in material loss to the Bank or one of its Affiliates.  Notwithstanding the above, if a Participant is subject to a different definition of termination for cause in an employment or severance or similar agreement with the Bank or any Affiliate, such other definition shall control.
Vesting Date means the date or dates on which the grant of an Option is eligible to be exercised or the date or dates on which a Restricted Stock Award ceases to be forfeitable.
ARTICLE III
AVAILABLE SHARES
Section 3.1                            Shares Available Under the Plan.
Subject to adjustment under Article VIII, the maximum aggregate number of Shares representing Awards shall not exceed 54,492 Shares and the maximum aggregate number of Shares which may be issued upon award or vesting of Restricted Stock Awards or the exercise of Options to any one individual in any calendar year shall be limited to 5,850 Shares.
Section 3.2                            Shares Available for Options.
Subject to adjustment under Article VIII, of the Awards provided for in Section 3.1 the maximum aggregate number of Shares which may be issued upon exercise of Options shall be 39,889 Shares.
Section 3.3                            Shares Available for Restricted Stock Awards.
Subject to adjustment under Article VIII, of the Awards provided for in Section 3.1 the maximum aggregate number of Shares which may be issued upon award or vesting of Restricted Stock Awards shall be 14,603 Shares.
Section 3.4                            Computation of Shares Issued.
For purposes of this Article III, Shares shall be considered issued pursuant to the Plan only if actually issued upon the exercise of an Option or in connection with a Restricted Stock Award.  Any Award subsequently forfeited, in whole or in part, shall not be considered issued but the reissuance of shares shall be subject to the restrictions contained in Section 5.9.
ARTICLE IV
ADMINISTRATION
Section 4.1                            Committee.
(a)              The Plan shall be administered by a Committee appointed by the Board for that purpose and consisting of not less than two (2) members of the Board.  Each member of the Committee shall be an "Outside Director" within the meaning of Section 162(m) of the Code or a successor rule or regulation and an "Independent Director" under the corporate governance rules and regulations imposing independence standards on committees performing similar functions promulgated by any national securities exchange or quotation system on which Shares are listed.
(b)              The act of a majority of the members present at a meeting duly called and held shall be the act of the Committee.  Any decision or determination reduced to writing and signed by all members shall be as fully effective as if made by unanimous vote at a meeting duly called and held.
 
4
(c)              The Committee's decisions and determinations under the Plan need not be uniform and may be made selectively among Participants, whether or not such Participants are similarly situated.
Section 4.2                            Committee Powers.
Subject to the terms and conditions of the Plan and such limitations as may be imposed by the Board, the Committee shall be responsible for the overall management and administration of the Plan and shall have such authority as shall be necessary or appropriate in order to carry out its responsibilities, including, without limitation, the authority:
(a)              to interpret and construe the Plan, and to determine all questions that may arise under the Plan as to eligibility for participation in the Plan, the number of Shares subject to Awards to be issued or granted, and the terms and conditions thereof;
(b)              with the consent of the Participant, to the extent deemed necessary by the Committee, amend or modify the terms of any outstanding Award or accelerate or defer the Vesting Date thereof;
(c)              to adopt rules and regulations and to prescribe forms for the operation and administration of the Plan; and
(d)              to take any other action not inconsistent with the provisions of the Plan that it may deem necessary or appropriate.
All decisions, determinations and other actions of the Committee made or taken in accordance with the terms of the Plan shall be final and conclusive and binding upon all parties having an interest therein.
ARTICLE V
STOCK OPTIONS
Section 5.1                            Grant of Options.
(a)              Subject to the limitations of the Plan, the Committee may, in its discretion, grant to a Participant an Option to purchase Shares.  An Option must be designated as either an Incentive Stock Option or a Non-Qualified Stock Option and, if not designated as either, shall be a Non-Qualified Stock Option.
(b)              Any Option granted shall be evidenced by an Award Agreement which shall:
(i)              specify the number of Shares covered by the Option;
(ii)              specify the Exercise Price;
(iii)              specify the Exercise Period;
(iv)              specify the Vesting Date; and
(v)              contain such other terms and conditions not inconsistent with the Plan as the Committee may, in its discretion, prescribe.
Section 5.2                            Size of Option.
Subject to the restrictions of the Plan, the number of Shares as to which a Participant may be granted Options shall be determined by the Committee, in its discretion.
 
5
Section 5.3                            Exercise Price.
The price per Share at which an Option may be exercised shall be determined by the Committee, in its discretion, provided, however, that the Exercise Price shall not be less than the Fair Market Value of a Share on the date on which the Option is granted.
Section 5.4                            Exercise Period.
The Exercise Period during which an Option may be exercised shall commence on the Vesting Date.  It shall expire on the earliest of:
(a)              the date specified by the Committee in the Award Agreement;
(b)              the last day of the three-month period (for Incentive Stock Options), or one-year period (for Non-Qualified Stock Options) commencing on the date of the Participant's termination of Service, other than on account of death, Disability or a Termination for Cause;
(c)              the last day of the one-year period (for Incentive Stock Options), or two-year period (for Non-Qualified Stock Options) commencing on the date of the Participant's termination of Service due to death or Disability;
(d)              as of the time and on the date of the Participant's termination of Service due to a Termination for Cause; or
(e)              the last day of the ten-year period commencing on the date on which the Option was granted.
An Option that remains unexercised at the close of business on the last day of the Exercise Period shall be canceled without consideration at the close of business on that date.
Section 5.5                            Vesting Date.
(a)              The Vesting Date for each Option Award shall be determined by the Committee and specified in the Award Agreement.
(b)              Unless otherwise determined by the Committee and specified in the Award Agreement:
(i)              if the Participant of an Option Award terminates Service prior to the Vesting Date for any reason other than death or Disability, any unvested Option shall be forfeited without consideration;
(ii)              if the Participant of an Option Award terminates Service prior to the Vesting Date on account of death or Disability, the Vesting Date shall be accelerated to the date of the Participant's termination of Service; and
(iii)              if a Change in Control occurs prior to the Vesting Date of an Option Award that is outstanding on the date of the Change in Control, the Vesting Date shall be accelerated to the earliest date of the Change in Control.
Section 5.6                            Additional Restrictions on Incentive Stock Options.
An Option designated by the Committee to be an Incentive Stock Option shall be subject to the following provisions:
(a)              Notwithstanding any other provision of this Plan to the contrary, no Participant may receive an Incentive Stock Option under the Plan if such Participant, at the time the award is granted, owns
 
6
(after application of the rules contained in Section 424(d) of the Code) stock possessing more than ten (10) percent of the total combined voting power of all classes of stock of the Bank or its Affiliates, unless (i) the option price for such Incentive Stock Option is at least 110 percent of the Fair Market Value of the Shares subject to such Incentive Stock Option on the date of grant and (ii) such Option is not exercisable after the date five (5) years from the date such Incentive Stock Option is granted.
(b)              Each Participant who receives Shares upon exercise of an Option that is an Incentive Stock Option shall give the Bank prompt notice of any sale of Shares prior to a date which is two years from the date the Option was granted or one year from the date the Option was exercised.  Such sale shall disqualify the Option as an Incentive Stock Option.
(c)              The aggregate Fair Market Value (determined with respect to each Incentive Stock Option at the time such Incentive Stock Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under this Plan or any other plan of the Bank or an Affiliate) shall not exceed $100,000.
(d)              Any Option under this Plan which is designated by the Committee as an Incentive Stock Option but fails, for any reason, to meet the foregoing requirements shall be treated as a Non-Qualified Stock Option.
Section 5.7                            Method of Exercise.
(a)              Subject to the limitations of the Plan and the Award Agreement, an Option Holder may, at any time on or after the Vesting Date and during the Exercise Period, exercise his or her right to purchase all or any part of the Shares to which the Option relates; provided, however, that the minimum number of Shares which may be purchased at any time shall be 100, or, if less, the total number of Shares relating to the Option which remain un-purchased.  An Option Holder shall exercise an Option to purchase Shares by:
(i)              giving written notice to the Committee, in such form and manner as the Committee may prescribe, of his or her intent to exercise the Option;
(ii)              delivering to the Committee full payment for the Shares as to which the Option is to be exercised; and
(iii)              satisfying such other conditions as may be prescribed in the Award Agreement.
(b)              The Exercise Price of Shares to be purchased upon exercise of any Option shall be paid in full:
(i)              in cash (by certified or bank check or such other instrument as the Bank may accept); or
(ii)              if and to the extent permitted by the Committee, in the form of Shares already owned by the Option Holder for a period of more than six (6) months as of the exercise date and having an aggregate Fair Market Value on the date the Option is exercised equal to the aggregate Exercise Price to be paid; or
(iii)              by a combination thereof.
Payment for any Shares to be purchased upon exercise of an Option may also be made by delivering a properly executed exercise notice to the Bank, together with a copy of irrevocable instructions to a broker to deliver promptly to the Bank the amount of sale or loan proceeds to pay the purchase price and applicable tax withholding amounts (if any), in which event the Shares acquired shall be delivered to the broker promptly following receipt of payment.
(c)              When the requirements of this Section have been satisfied, the Committee shall take such action as is necessary to cause the issuance of a stock certificate evidencing the Option Holder's ownership of such Shares. The Person exercising the Option shall have no right to vote or to receive dividends, nor have any other rights with respect to the Shares, prior to the date the Shares are transferred to such Person on the stock transfer records of the
 
7
Bank, and no adjustments shall be made for any dividends or other rights for which the record date is prior to the date as of which the transfer is effected.
Section 5.8                            Limitations on Options.
(a)              An Option by its terms shall not be transferable by the Option Holder other than by will or the laws of descent and distribution, or pursuant to the terms of a Qualified Domestic Relations Order, and shall be exercisable, during the life of the Option Holder, only by the Option Holder or an alternate payee designated pursuant to such a Qualified Domestic Relations Order; provided, however, that a Participant may, at any time at or after the grant of a Non-Qualified Stock Option under the Plan, apply to the Committee for approval to transfer all or any portion of such Non-Qualified Stock Option which is then unexercised to such Participant's Family Member. The Committee may approve or withhold approval of such transfer in its sole and absolute discretion. If such transfer is approved, it shall be effected by written notice to the Bank given in such form and manner as the Committee may prescribe and actually received by the Bank prior to the death of the person giving it. Thereafter, the transferee shall have, with respect to such Non-Qualified Stock Option, all of the rights, privileges and obligations which would attach thereunder to the Participant. If a privilege of the Option depends on the life, Service or other status of the Participant, such privilege of the Option for the transferee shall continue to depend upon the life, Service or other status of the Participant. The Committee shall have full and exclusive authority to interpret and apply the provisions of the Plan to transferees to the extent not specifically addressed herein.
(b)              The Bank's obligation to deliver Shares with respect to an Option shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Option Holder to whom such Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of applicable federal, state or local law. It may be provided that any such representation shall become inoperative upon a registration of the Shares or upon the occurrence of any other event eliminating the necessity of such representation. The Bank shall not be required to deliver any Shares under the Plan prior to:
(i)              the admission of such Shares to listing on any stock exchange or trading on any automated quotation system on which Shares may then be listed or traded; or
(ii)              the completion of such registration or other qualification under any state or federal law, rule or regulation as the Committee shall determine to be necessary or advisable.
(c)              An Option Holder may designate a Beneficiary to receive any Options that may be exercised after his death. Such designation and any change or revocation of such designation shall be made in writing in the form and manner prescribed by the Committee. In the event that the designated Beneficiary dies prior to the Option Holder, or in the event that no Beneficiary has been designated, any Options that may be exercised following the Option Holder's death shall be transferred to the Option Holder's estate. If the Option Holder and his or her Beneficiary shall die in circumstances that cause the Committee, in its discretion, to be uncertain which shall have been the first to die, the Option Holder shall be deemed to have survived the Beneficiary.
Section 5.9                            Prohibition Against Option Repricing.
Except as provided in Section 8.3, neither the Committee nor the Board shall have the right or authority following the grant of an Option pursuant to the Plan to amend or modify the Exercise Price of any such Option, or to cancel the Option at a time when the Exercise Price is less than the Fair Market Value of the Shares, in exchange for another Option or Award.
ARTICLE VI
RESTRICTED STOCK AWARDS
Section 6.1                            In General.
(a)              Each Restricted Stock Award shall be evidenced by an Award Agreement which shall specify:
(i)              the number of Shares covered by the Restricted Stock Award;
 
8
(ii)              the amount, if any, which the Participant shall be required to pay to the Bank in consideration for the issuance of such Shares;
(iii)              the date of grant of the Restricted Stock Award;
(iv)              the Vesting Date for the Restricted Stock Award;
(v)              the rights of the Participant with respect to dividends, voting rights and other rights and preferences associated with such Shares;
and such other terms and conditions not inconsistent with the Plan as the Committee may, in its discretion, prescribe.
(b)              All Restricted Stock Awards shall be in the form of issued and outstanding Shares that shall be registered in the name of the Participant and held by the Committee, together with an irrevocable stock power executed by the Participant in favor of the Committee or its designee, pending the vesting or forfeiture of the Restricted Stock Award.  The certificates evidencing the Shares shall at all times prior to the applicable Vesting Date bear the following legend:
The common stock evidenced hereby is subject to the terms of an Award Agreement between Mid-Southern Savings Bank, FSB and [Name of Participant] dated [Award Date] made pursuant to the terms of the Mid-Southern Savings Bank, FSB 2010 Equity Incentive Plan, copies of which are on file at the executive offices of Mid-Southern Savings Bank, FSB and may not be sold, encumbered, hypothecated or otherwise transferred, except in accordance with the terms of such Plan and Award Agreement.
or such other restrictive legend as the Committee, in its discretion, may specify.
(c)              Unless otherwise set forth in the Award Agreement, a Restricted Stock Award by its terms shall not be transferable by the Participant other than by will or by the laws of descent and distribution, and the Shares distributed pursuant to such Award shall be distributable, during the lifetime of the Participant, only to the Participant.
Section 6.2                            Vesting Date.
(a)              The Vesting Date for each Restricted Stock Award shall be determined by the Committee and specified in the Award Agreement.
(b)              Unless otherwise determined by the Committee and specified in the Award Agreement:
(i)              if the Participant of a Restricted Stock Award terminates Service prior to the Vesting Date for any reason other than death or Disability, any unvested Shares shall be forfeited without consideration;
(ii)              if the Participant of a Restricted Stock Award terminates Service prior to the Vesting Date on account of death or Disability, the Vesting Date shall be accelerated to the date of termination of the Participant's Service with the Bank; and
(iii)              if a Change in Control occurs prior to the Vesting Date of a Restricted Stock Award that is outstanding on the date of the Change in Control, the Vesting Date shall be accelerated to the earliest date of the Change in Control.
 
9
Section 6.3                            Dividend Rights.
Unless otherwise set forth in the Award Agreement, any dividends or distributions declared and paid with respect to Shares subject to a Restricted Stock Award, whether or not in cash, shall be paid to the Participant at the same time they are paid to all other stockholders of the Bank.
Section 6.4                            Voting Rights.
Unless otherwise set forth in the Award Agreement, voting rights appurtenant to the Shares subject to the Restricted Stock Award shall be exercised by the Participant.
Section 6.5                            Designation of Beneficiary.
A Participant who has received a Restricted Stock Award may designate a Beneficiary to receive any unvested Shares that become vested on the date of the Participant's death.  Such designation (and any change or revocation of such designation) shall be made in writing in the form and manner prescribed by the Committee.  In the event that the Beneficiary designated by a Participant dies prior to the Participant, or in the event that no Beneficiary has been designated, any vested Shares that become available for distribution on the Participant's death shall be paid to the executor or administrator of the Participant's estate.
Section 6.6                            Manner of Distribution of Awards.
The Bank's obligation to deliver Shares with respect to a Restricted Stock Award shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Participant or Beneficiary to whom such Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of applicable federal, state or local law. It may be provided that any such representation shall become inoperative upon a registration of the Shares or upon the occurrence of any other event eliminating the necessity of such representation. The Bank shall not be required to deliver any Shares under the Plan prior to (i) the admission of such Shares to listing on any stock exchange or trading on any automated quotation system on which Shares may then be listed or traded, or (ii) the completion of such registration or other qualification under any state or federal law, rule or regulation as the Committee shall determine to be necessary or advisable.
ARTICLE VII
SPECIAL TAX PROVISION
Section 7.1                            Tax Withholding Rights.
Where any Person is entitled to receive Shares, the Bank shall have the right to require such Person to pay to the Bank the amount of any tax which the Bank is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of Shares to cover the minimum amount required to be withheld.
ARTICLE VIII
AMENDMENT AND TERMINATION
Section 8.1                            Termination
The Board may suspend or terminate the Plan in whole or in part at any time prior to the tenth anniversary of the Effective Date by giving written notice of such suspension or termination to the Committee.  Unless sooner terminated, the Plan shall terminate automatically on the tenth anniversary of the Effective Date.  In the event of any suspension or termination of the Plan, all Awards previously granted under the Plan that are outstanding on the date of such suspension or termination of the Plan shall remain outstanding and exercisable for the period and on the terms and conditions set forth in the Award Agreements evidencing such Awards.
 
10
Section 8.2                            Amendment.
The Board may amend or revise the Plan in whole or in part at any time; provided, however, that, to the extent required to comply with Section 162(m) of the Code or the corporate governance standards imposed under the listing or trading requirements imposed by any national securities exchange or automated quotation system on which the Bank lists or seeks to list or trade Shares, no such amendment or revision shall be effective if it amends a material term of the Plan unless approved by the holders of a majority of the votes cast on a proposal to approve such amendment or revision.  To the extent Office of Thrift Supervision regulations are changed subsequent to the Effective Date, the Board shall have the right but not the obligation, to amend or revise the Plan without stockholder approval to conform to the revised regulations.  No amendment shall be made that would cause any Award granted hereunder to be subject to Section 409A of the Code.
Section 8.3                            Adjustments in the Event of Business Reorganization.
In the event any recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, exchange of Shares or other securities, stock dividend or other special and nonrecurring dividend or distribution (whether in the form of cash, securities or other property), liquidation, dissolution, or other similar corporate transaction or event, affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants under the Plan, then the Committee shall, as it determines appropriate, equitably and proportionately adjust any or all of:
(i)              the number and kind of securities deemed to be available thereafter for grants of Awards in the aggregate to all Participants;
(ii)              the number and kind of securities that may be delivered or deliverable in respect of outstanding Awards; and
(iii)              the Exercise Price of Options.
In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards (including, without limitation, cancellation of Awards in exchange for the in-the-money value, if any, of the vested portion thereof, or substitution of Awards using stock of a successor or other entity) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence) affecting the Bank or any Affiliate or the financial statements of the Bank or any Affiliate, or in response to changes in applicable laws, regulations, or accounting principles.
ARTICLE IX
MISCELLANEOUS
Section 9.1                            Status as an Employee Benefit Plan.
This Plan is not intended to satisfy the requirements for qualification under Section 401(a) of the Code or to satisfy the definitional requirements for an "employee benefit plan" under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended. It is intended to be a non-qualified incentive compensation program that is exempt from the regulatory requirements of the Employee Retirement Income Security Act of 1974, as amended.  The Plan also is intended not to be, in any respect, a nonqualified deferred compensation plan, subject to Section 409A of the Code. The Plan shall be construed and administered so as to effectuate these intentions.
Section 9.2                            No Right to Continued Employment.
Neither the establishment of the Plan nor any provisions of the Plan nor any action of the Board or Committee with respect to the Plan shall be held or construed to confer upon any Participant any right to a continuation of his or her position as a director, or employee of the Bank.  The Bank reserves the right to remove any participating member of the Board or dismiss any Participant or otherwise deal with any Participant to the same extent as though the Plan had not been adopted.
 
11
Section 9.3                            Construction of Language.
Whenever appropriate in the Plan, words used in the singular may be read in the plural, words used in the plural may be read in the singular, and words importing the masculine gender may be read as referring equally to the feminine or the neuter. Any reference to an Article or Section number shall refer to an Article or Section of this Plan unless otherwise indicated.
Section 9.4                            Governing Law.
The Plan shall be construed, administered and enforced according to the laws of the State of Indiana without giving effect to the conflict of laws principles thereof, except to the extent that such laws are preempted by federal law. The federal and state courts located in the County or contiguous counties in which the Bank's headquarters are located shall have exclusive jurisdiction over any claim, action, complaint or lawsuit brought under the terms of the Plan. By accepting any Award granted under this Plan, the Participant, and any other person claiming any rights under the Plan, agrees to submit himself, and any such legal action as he shall bring under the Plan, to the sole jurisdiction of such courts for the adjudication and resolution of any such disputes.
Section 9.5                            Headings.
The headings of Articles and Sections are included solely for convenience of reference.  If there is any conflict between such headings and the text of the Plan, the text shall control.
Section 9.6                            Non-Alienation of Benefits.
The right to receive a benefit under the Plan shall not be subject in any manner to anticipation, alienation or assignment, nor shall such right be liable for or subject to debts, contracts, liabilities, engagements or torts.
Section 9.7                            Notices.
Any communication required or permitted to be given under the Plan, including any notice, direction, designation, comment, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally or three (3) days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below, or at such other address as one such party may by written notice specify to the other party:
(a)              If to the Committee:
Mid-Southern Savings Bank, FSB
300 North Water Street
Salem, Indiana  47167
Attention:  Corporate Secretary
(b)              If to a Participant, to such person's address as shown in the Bank's records.
Section 9.8                            Approval of Stockholders.
    The Plan shall become effective upon the later of its adoption by the Board or its approval by the stockholders of the Bank.  The Plan will be approved if at an annual or special meeting of stockholders a quorum is present and the holders of a majority of the outstanding shares of common stock of the Bank (other than common stock held by Mid-Southern, M.H.C.) present or represented by proxy and entitled to vote on such matter shall be cast in favor of its approval.
12
 
INCENTIVE STOCK OPTION AWARD AGREEMENT
UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
MID-SOUTHERN SAVINGS BANK, FSB
2010 EQUITY INCENTIVE PLAN

An   OPTION award for a total of ___   Shares of common stock, par value $1.00 per share, of MID-SOUTHERN SAVINGS BANK, FSB (the "Bank"), which Option is intended to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended, is hereby granted to __________  (the "Participant") subject to, the terms, definitions, limitations and provisions of the 2010 Equity Incentive Plan (the "Plan") adopted by the Bank, which is incorporated by reference herein, receipt of which is hereby acknowledged.

1.              Exercise Price .  This Incentive Stock Option shall be exercisable at $_______ for each Share, being 100 percent of the fair market value of the common stock of the Bank on the date of grant of this option.

2.              Exercise of Option .

(a)         Vesting .  This Option shall be exercisable as follows:
 
Date
Percent
Exercisable
1
20
2
40
3
60
4
80
5
100

                                       Unless otherwise determined by the Equity Incentive Plan Committee and specified in this agreement, the acceleration of vesting is governed by Section 5.5 (b) of the Plan.

(b)
Method of Exercise .  Subject to Section 5.7 of the Plan, this Option shall be exercisable by delivery of a written notice which shall:

(i)
State the election to exercise the Option, the number of Shares with respect to which it is being exercised, the person in whose name the stock certificate or certificates for such Shares is to be registered, his or her address and Social Security Number (or if more than one, the names, addresses and Social Security Numbers of such persons);

(ii)
Be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Participant, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the Option; and

(iii)
Be in writing and delivered in person or by certified mail to the Treasurer of the Company or any other person designated by the Equity Incentive Plan Committee of the Bank.

-1-
Payment of the purchase price of any Shares with respect to which the Option is being exercised shall be by certified or bank check or such other instrument as the Bank may accept.  The certificate or certificates for Shares as to which the Option shall be exercised shall be registered in the name of the person or persons exercising the Option.

(c)
Restrictions on exercise .  This Incentive Stock Option may not be exercised if the issuance of the Shares upon such exercise would constitute a violation of any applicable federal or state securities or other law or valid regulation.  As a condition to the Participant's exercise of this option, the Bank may require the person exercising this option to make any representation and warranty to the Bank as may be required by any applicable law or regulation.

3.  Nontransferability of Option .  Except as otherwise provided in Section 5.8 of the Plan, this Option may not be transferred in any manner otherwise than by will or the laws of descent or distribution and may be exercised during the lifetime of the Participant only by the Participant. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Participant.

4.  Term of Option .  Subject to Section 2(a) of this Agreement, this Option is exercisable through and including the tenth anniversary of the date of grant; provided, however, that this Option may be exercised during such term only in accordance with the Plan and this Agreement.
 
Attest:
MID-SOUTHERN SAVINGS BANK, FSB
 
 
 
 
_____________________
By: ______________________________
  Member of the Equity Incentive Plan Committee
   
   
  By: ______________________________
  Member of the Equity Incentive Plan Committee
   
   
 
By: ______________________________
 
Member of the Equity Incentive Plan Committee
   
   
  By: ______________________________
  Member of the Equity Incentive Plan Committee
   
   
   
  ACCEPTED:
   
   
  ________________________________ 
  Participant
   
   
  Date:  _____ ______ 
   

-2-
 
RESTRICTED STOCK AWARD AGREEMENT
PURSUANT TO THE
Mid-Southern Savings Bank, FSB
2010 Equity Incentive Plan



 This AWARD AGREEMENT is made as of the __ of ____, 20__ , between Mid-Southern Savings Bank, FSB (the "Bank"), and ____________ (the "Participant") subject to the terms, definitions and provisions of the 2010 Equity Incentive Plan (the "Plan") adopted by the Bank, which is incorporated by reference herein, receipt of which is hereby acknowledged.

In consideration of the agreements set forth below, the Bank and the Participant agree as follows:

1.              Grant .  A Restricted Stock Award ("Award") of 100 shares ("Award Shares") of the Bank's common stock, $1.00 par value per share ("Common Stock"), is hereby granted by the Bank to the Participant subject to the following terms and conditions and subject to the provisions of the Mid-Southern Savings Bank, FSB 2010 Equity Incentive Plan (the "Plan"), the terms of which are incorporated by reference herein.

2.              Transfer Restrictions .  None of the Award Shares shall be sold, assigned, pledged or otherwise transferred, voluntarily or involuntarily, by the Participant, except in accordance with the terms of the Plan.

3.              Release of Restrictions (Vesting) .  The restrictions set forth in Section 2 above shall lapse (x) ratably over a five (5) year period whereby twenty (20) percent of the Award Shares shall vest on each of the first through the fifth anniversaries of the employment date after the date of the grant so long as the recipient remains employed by the Bank or its subsidiaries (or, in the case of Director, continues service as a Director of the Bank), (y) as to all Award Shares upon the Participant's death or Disability or (z) upon the occurrence of a Change in Control.

4.              Forfeiture .  Except as otherwise provided by the Plan or this Agreement, the Award Shares shall be forfeited to the Bank upon the Participant's termination of service as an employee or Director of the Bank, as applicable, prior to the date the restrictions lapse as provided in Section 3 above.

5.              Rights as Stockholder .  The rights of the Participant as a shareholder prior to the release of the restrictions set forth in Section 2 above shall be governed by Sections 6.3 and 6.4 of the Plan.

6.              Escrow of Share Certificates .  Certificates for the Award Shares shall be issued in the Participant's name and shall be held in escrow by the Bank until all restrictions lapse or such shares are forfeited as provided herein.  A certificate or certificates representing the Award Shares as to which restrictions have lapsed shall be delivered to the Participant upon such lapse.

7.              Government Regulations .  Notwithstanding anything contained herein to the contrary, the Bank's obligation to issue or deliver certificates evidencing the Award Shares shall be subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.

8.              Withholding Taxes .  The Bank shall have the right to require the Participant to remit to the Bank, or to withhold from other amounts payable to the Participant, as compensation
 
 
o r otherwise, an amount sufficient to satisfy all federal, state and local withholding tax requirements.

9.              Governing Law .  This Agreement shall be construed under the laws of the State of Indiana.
 
10.              Effect of the Plan .  In the event of a conflict between any provision of this Agreement and the Plan, the provisions of the Plan, as interpreted by the Board of Directors of the Bank, shall prevail .


IN WITNESS WHEREOF, the Bank has caused this Award to be granted on the date first above written.

Attest:
MID-SOUTHERN SAVINGS BANK, FSB
 
 
 
 
_____________________
By: ______________________________
  Member of the Equity Incentive Plan Committee
   
   
  By: ______________________________
  Member of the Equity Incentive Plan Committee
   
   
 
By: ______________________________
 
Member of the Equity Incentive Plan Committee
   
   
  By: ______________________________
  Member of the Equity Incentive Plan Committee
   
   
   
  ACCEPTED:
   
   
  ________________________________
  Participant
   
   
  Date: _____ ______

 
 
Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 19, 2018, relating to our audits of the consolidated financial statements of Mid-Southern Savings Bank, FSB and Subsidiary appearing in the Registration Statement on Form S-1 of Mid-Southern Bancorp, Inc. (Registration Statement No. 333-223875).

/s/ Monroe Shine & Co., Inc.

New Albany, Indiana
August 17, 2018