**EXHIBIT10.10**

 

**EFC BANCORP, INC.**

**2000 STOCK OPTION PLAN**

**INCENTIVE STOCK OPTION AWARD AGREEMENT**

 
| **Name of Recipient****:**       |       |                                                                                                                                                                                                                                                                                                                                                                                                           |
|----------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                             |       |                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Number of Shares**             | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Subject to the Option Award:** |       |                 shares  of EFC Bancorp, Inc. common stock (A Common Stock)                                                                                                                                                                                                                                                     |
|                             |       |                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Exercise Price:**              |       | $                                                                                                                                                                                                                                                                                                                                                                                                              |
|                             |       |                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Date of Grant:**               |       |                                                                                                                                                                                                                                                                                                                                                                                                           |
|                             |       |                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Term of Option:**              |       | This  Incentive Stock Option expires on                                                                                                                                                                                                                                                                                                                                                                        |
|                             |       |                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Vesting Schedule:**            |       | Subject  to the limitations of this Incentive Stock Option Award Agreement, the  Incentive Stock Option Award shall vest in installments according to the  following schedule:                                                                                                                                                                                                                                 |
| ** **                       |       |                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** **                       |       | **Installment**                                                                                                                                                                                                                                                                                                                                                                                                |   | **Vesting  Date** |   |   |
| ** **                       |       |                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |   |   |
| ** **                       |       |                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |   |   |
| ** **                       |       |                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |   |   |
|                             |       |                                                                                                                                                                                                                                                                                                                                                                                                           |
|                             |       |                                                                                                                                                                                                                                                                                                                                                                                                           |
|                             |       | Except as provided below, an installment shall not become exercisable  on the otherwise applicable vesting date if the Recipient terminates  employment or service prior to such vesting date.                                                                                                                                                                                                                 |
|                             |       |                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Payment of Exercise Price:**   |       | The  Exercise Price may be paid in cash, Common Stock or other consideration  (including, where permitted by law and the Committee, Awards) having a Fair  Market Value on the exercise date equal to the total Exercise Price, or by  any combination of cash, Common Stock or other consideration, including a  cashless exercise arrangement with a qualifying broker-dealer or a  constructive stock swap. |

 

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| **Effect of Termination of Employment or Service Because of:**                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **(a)           Death or Disability:** |   | Unless  otherwise determined by the Committee, all Incentive Stock Options  immediately become exercisable and remain exercisable for a period of one (1)  year following termination of employment or service as a result of death or  disability, or if sooner, the expiration of the term of the Incentive Stock  Option.                                                                                                           |
| ** **                                                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **(b)           Retirement:**          |   | Unless  otherwise determined by the Committee, Incentive Stock Options are  exercisable only as to those Options that are immediately exercisable by the  Recipient at the date of Retirement and remain exercisable for a period of  one (1) year following Retirement, or if sooner, the expiration of the term of  the Incentive Stock Option.                                                                                      |
| ** **                                                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **(c)           Cause****:**           |   | Unless  otherwise determined by the Committee, all rights under this Incentive Stock  Option Award Agreement expire immediately upon the effective date of any  Termination for Cause.                                                                                                                                                                                                                                                 |
| ** **                                                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **(d)           Other reasons****:**   |   | Unless  otherwise determined by the Committee, Incentive Stock Options are exercisable  only as to those shares that are immediately exercisable by the Recipient on  the date of termination of employment or service for reasons other than those  listed above, and only for a period of three (3) months following termination  of employment or service, or if sooner, the expiration of the term of the  Incentive Stock Option. |
| ** **                                                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Acceleration  of Vesting**                                                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Upon a  Change in Control:**                                                           |   | In  the event of a Change in Control, all Incentive Stock Options held by a  Recipient will become immediately exercisable and will remain exercisable  until the expiration of the term of the Incentive Stock Option.                                                                                                                                                                                                                |
|                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Voting, Dividends, Etc.****:**                                                         |   | The  Recipient shall have no rights as a shareholder with respect to any shares of  Common Stock covered by this Incentive Stock Option Award until the date of  issuance of a stock certificate for the Common Stock covered by this  Incentive Stock Option Award following exercise of the option.                                                                                                                                  |

 

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| **Distribution****:**                  |   | Shares  of Common Stock subject to this Incentive Stock Option Award will be distributed  as soon as practicable upon exercise.                                                                                                                                                                                                                                                                                                                                                                                                                 |
|----------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Designation of Beneficiary:            |   | A  Beneficiary may be designated in writing to receive, in the event of death,  any Award the Recipient is entitled to under this Incentive Stock Option.                                                                                                                                                                                                                                                                                                                                                                                       |
|                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Non-Transferability:                   |   | Incentive  Stock Options are not transferable by the Recipient other than by will or the  laws of descent and distribution and may only be exercised by the Recipient  during the Recipient’s lifetime.  The  designation of a Beneficiary does not constitute a transfer of an Incentive  Stock Option.                                                                                                                                                                                                                              |
|                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Incentive Stock Option Holding Period: |   | The  Recipient hereby acknowledges that in order to receive Incentive Stock Option  tax treatment under Section 422 of the Code, the Recipient may not dispose of  shares acquired under this Incentive Stock Option Award (i) for two (2) years  from the Date of Grant and (ii) for one (1) year after the date the shares of  Common Stock are transferred to the Recipient pursuant to an exercise of the  option. The Recipient must notify the  Company of an early disposition of Common Stock under this Incentive Stock  Option Award. |
|                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Tax Withholding:                       |   | In  the event of a disqualifying disposition, the Recipient shall remit to EFC  Bancorp, Inc. or its Affiliates an amount sufficient to satisfy any federal,  state and local tax withholding requirements.   In the event the Recipient does not remit any amount required for tax  withholding, EFC Bancorp, Inc. has the right to withhold such sums from  compensation otherwise due to the Recipient.                                                                                                                                 |
|                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Modification  and Waiver:              |   | This  Incentive Stock Option Award Agreement may be amended or modified,  prospectively or retroactively; provided,  however, that no such amendment or modification will adversely affect  the rights of the Recipient under this Award without his or her written  consent.                                                                                                                                                                                                                                                                   |

 

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This Incentive Stock Option Award Agreement is subject to the terms andconditions of the EFC Bancorp, Inc. 2000 Stock Option Plan (the A Plan).  Neither the Plan nor this Award create anyright on the part of any employee or director to continue in the employ orservice of EFS Bank, EFC Bancorp, Inc. or any Affiliates thereof.  All capitalized terms herein shall have thesame meaning as those contained in the Plan.

 

The Recipient hereby acknowledges that all decisions, determinationsand interpretations of the Board of Directors, or the Committee thereof, withrespect to the Plan and this Incentive Stock Option Award Agreement are finaland conclusive.

 

IN WITNESS WHEREOF, EFC Bancorp, Inc. has caused this Incentive StockOption Award Agreement to be executed, and said Recipient has hereunto set hishand, as of the                     dayof                      

 
|   | EFC  BANCORP, INC. |
|--------|--------------------|
|   |               |
|   |               |
|   | By:                |   |
|   |               |  For  the Entire Committee Administering the Plan |
|   |               |
|   |               |
|   | RECIPIENT:         |
|   |               |
|   |               |

 

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