EXHIBIT
10.10


 


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.

  



 





















 


	
  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.

  



 





















 


	
  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.

  



 





















 


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


 


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


 


IN WITNESS WHEREOF, EFC Bancorp, Inc. has caused this Incentive Stock
Option Award Agreement to be executed, and said Recipient has hereunto set his
hand, as of the                     day
of                      


 


	
   

  	
  EFC
  BANCORP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   For
  the Entire Committee Administering the Plan

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RECIPIENT: