Efc Bancorp Inc Watch

from 10-Q 6 pages 1. Options. Prior to December 31, 2005, You May Exercise Any and All Vested Options for the Purchase of Company Common Stock (The “Options”) That You Hold as of the Date Hereof And, With Respect to Any Such Options That Are “Incentive Stock Options” Within the Meaning of Section 422 of the Internal Revenue Code of 1986, as Amended (The “Code”), Subject to Any Restrictions on Sale Pursuant to Applicable Law, Sell the Shares of the Company’s Common Stock Underlying Such Options, Such That All Income From Such Exercise Shall Be Included in Your Gross Income for 2005. for the Avoidance of Doubt, and Notwithstanding Anything Herein to the Contrary, Any Income That You Derive From the Exercises of the Options (And Sale of the Underlying Shares) as Set Forth in the Preceding Sentence Shall Not Be Taken Into Account in Computing Any Benefits Under Any Plan, Program or Arrangement of Mid America Bank (The “Purchaser Bank”), the Purchaser, the Company Bank, the Company or Their Affiliates

from 10-Q 5 pages 1. Options. Prior to December 31, 2005, You May Exercise Any and All Vested Options for the Purchase of Company Common Stock (The “Options”) That You Hold as of the Date Hereof, Such That All Income From Such Exercise Shall Be Included in Your Gross Income for 2005. for the Avoidance of Doubt, and Notwithstanding Anything Herein to the Contrary, Any Income That You Derive From the Exercises of the Options (And Sale of the Underlying Shares) as Set Forth in the Preceding Sentence Shall Not Be Taken Into Account in Computing Any Benefits Under Any Plan, Program or Arrangement of Mid America Bank (The “Purchaser Bank”), the Purchaser, the Company Bank, the Company or Their Affiliates

from 10-Q 5 pages 1. Options. Prior to December 31, 2005, You May Exercise Any and All Vested Options for the Purchase of Company Common Stock (The “Options”) That You Hold as of the Date Hereof, Such That All Income From Such Exercise Shall Be Included in Your Gross Income for 2005. for the Avoidance of Doubt, and Notwithstanding Anything Herein to the Contrary, Any Income That You Derive From the Exercises of the Options (And Sale of the Underlying Shares) as Set Forth in the Preceding Sentence Shall Not Be Taken Into Account in Computing Any Benefits Under Any Plan, Program or Arrangement of Mid America Bank (The “Purchaser Bank”), the Purchaser, the Company Bank, the Company or Their Affiliates

from 10-Q 5 pages 1. Options. Prior to December 31, 2005, You May Exercise Any and All Vested Options for the Purchase of Company Common Stock (The “Options”) That You Hold as of the Date Hereof, Such That All Income From Such Exercise Shall Be Included in Your Gross Income for 2005. for the Avoidance of Doubt, and Notwithstanding Anything Herein to the Contrary, Any Income That You Derive From the Exercises of the Options (And Sale of the Underlying Shares) as Set Forth in the Preceding Sentence Shall Not Be Taken Into Account in Computing Any Benefits Under Any Plan, Program or Arrangement of Mid America Bank (The “Purchaser Bank”), the Purchaser, the Company Bank, the Company or Their Affiliates

from 10-Q 5 pages 1. Options. Prior to December 31, 2005, You May Exercise Any and All Vested Options for the Purchase of Company Common Stock (The “Options”) That You Hold as of the Date Hereof, Such That All Income From Such Exercise Shall Be Included in Your Gross Income for 2005. for the Avoidance of Doubt, and Notwithstanding Anything Herein to the Contrary, Any Income That You Derive From the Exercises of the Options (And Sale of the Underlying Shares) as Set Forth in the Preceding Sentence Shall Not Be Taken Into Account in Computing Any Benefits Under Any Plan, Program or Arrangement of Mid America Bank (The “Purchaser Bank”), the Purchaser, the Company Bank, the Company or Their Affiliates

from 10-Q 5 pages 1. Options. Prior to December 31, 2005, You May Exercise Any and All Vested Options for the Purchase of Company Common Stock (The “Options”) That You Hold as of the Date Hereof, Such That All Income From Such Exercise Shall Be Included in Your Gross Income for 2005. for the Avoidance of Doubt, and Notwithstanding Anything Herein to the Contrary, Any Income That You Derive From the Exercises of the Options (And Sale of the Underlying Shares) as Set Forth in the Preceding Sentence Shall Not Be Taken Into Account in Computing Any Benefits Under Any Plan, Program or Arrangement of Mid America Bank (The “Purchaser Bank”), the Purchaser, the Company Bank, the Company or Their Affiliates

from 10-Q 5 pages 1. Options. Prior to December 31, 2005, You May Exercise Any and All Vested Options for the Purchase of Company Common Stock (The “Options”) That You Hold as of the Date Hereof, Such That All Income From Such Exercise Shall Be Included in Your Gross Income for 2005. for the Avoidance of Doubt, and Notwithstanding Anything Herein to the Contrary, Any Income That You Derive From the Exercises of the Options (And Sale of the Underlying Shares) as Set Forth in the Preceding Sentence Shall Not Be Taken Into Account in Computing Any Benefits Under Any Plan, Program or Arrangement of Mid America Bank (The “Purchaser Bank”), the Purchaser, the Company Bank, the Company or Their Affiliates

from 10-Q 6 pages 1. Options. Prior to December 31, 2005, You May Exercise Any and All Vested Options for the Purchase of Company Common Stock (The “Options”) That You Hold as of the Date Hereof And, With Respect to Any Such Options That Are “Incentive Stock Options” Within the Meaning of Section 422 of the Internal Revenue Code of 1986, as Amended (The “Code”), Subject to Any Restrictions on Sale Pursuant to Applicable Law, Sell the Shares of the Company’s Common Stock Underlying Such Options, Such That All Income From Such Exercise Shall Be Included in Your Gross Income for 2005. for the Avoidance of Doubt, and Notwithstanding Anything Herein to the Contrary, Any Income That You Derive From the Exercises of the Options (And Sale of the Underlying Shares) as Set Forth in the Preceding Sentence Shall Not Be Taken Into Account in Computing Any Benefits Under Any Plan, Program or Arrangement of Mid America Bank (The “Purchaser Bank”), the Purchaser, the Company Bank, the Company or Their Affiliates

from 10-Q 6 pages 1. Options. Prior to December 31, 2005, You May Exercise Any and All Vested Options for the Purchase of Company Common Stock (The “Options”) That You Hold as of the Date Hereof And, With Respect to Any Such Options That Are “Incentive Stock Options” Within the Meaning of Section 422 of the Internal Revenue Code of 1986, as Amended (The “Code”), Subject to Any Restrictions on Sale Pursuant to Applicable Law, Sell the Shares of the Company’s Common Stock Underlying Such Options, Such That All Income From Such Exercise Shall Be Included in Your Gross Income for 2005. for the Avoidance of Doubt, and Notwithstanding Anything Herein to the Contrary, Any Income That You Derive From the Exercises of the Options (And Sale of the Underlying Shares) as Set Forth in the Preceding Sentence Shall Not Be Taken Into Account in Computing Any Benefits Under Any Plan, Program or Arrangement of Mid America Bank (The “Purchaser Bank”), the Purchaser, the Company Bank, the Company or Their Affiliates

from 10-Q 6 pages 1. Options. Prior to December 31, 2005, You May Exercise Any and All Vested Options for the Purchase of Company Common Stock (The “Options”) That You Hold as of the Date Hereof And, With Respect to Any Such Options That Are “Incentive Stock Options” Within the Meaning of Section 422 of the Internal Revenue Code of 1986, as Amended (The “Code”), Subject to Any Restrictions on Sale Pursuant to Applicable Law, Sell the Shares of the Company’s Common Stock Underlying Such Options, Such That All Income From Such Exercise Shall Be Included in Your Gross Income for 2005. for the Avoidance of Doubt, and Notwithstanding Anything Herein to the Contrary, Any Income That You Derive From the Exercises of the Options (And Sale of the Underlying Shares) as Set Forth in the Preceding Sentence Shall Not Be Taken Into Account in Computing Any Benefits Under Any Plan, Program or Arrangement of Mid America Bank (The “Purchaser Bank”) the Purchaser, the Company Bank, the Company or Their Affiliates

from 10-Q 6 pages 1. Options. Prior to December 31, 2005, You May Exercise Any and All Vested Options for the Purchase of Company Common Stock (The “Options”) That You Hold as of the Date Hereof And, With Respect to Any Such Options That Are “Incentive Stock Options” Within the Meaning of Section 422 of the Internal Revenue Code of 1986, as Amended (The “Code”), Subject to Any Restrictions on Sale Pursuant to Applicable Law, Sell the Shares of the Company’s Common Stock Underlying Such Options, Such That All Income From Such Exercise Shall Be Included in Your Gross Income for 2005. for the Avoidance of Doubt, and Notwithstanding Anything Herein to the Contrary, Any Income That You Derive From the Exercises of the Options (And Sale of the Underlying Shares) as Set Forth in the Preceding Sentence Shall Not Be Taken Into Account in Computing Any Benefits Under Any Plan, Program or Arrangement of Mid America Bank (The “Purchaser Bank”) the Purchaser, the Company Bank, the Company or Their Affiliates

from 10-Q 6 pages 1. Options. Prior to December 31, 2005, You May Exercise Any and All Vested Options for the Purchase of Company Common Stock (The “Options”) That You Hold as of the Date Hereof And, With Respect to Any Such Options That Are “Incentive Stock Options” Within the Meaning of Section 422 of the Internal Revenue Code of 1986, as Amended (The “Code”), Subject to Any Restrictions on Sale Pursuant to Applicable Law, Sell the Shares of the Company’s Common Stock Underlying Such Options, Such That All Income From Such Exercise Shall Be Included in Your Gross Income for 2005. for the Avoidance of Doubt, and Notwithstanding Anything Herein to the Contrary, Any Income That You Derive From the Exercises of the Options (And Sale of the Underlying Shares) as Set Forth in the Preceding Sentence Shall Not Be Taken Into Account in Computing Any Benefits Under Any Plan, Program or Arrangement of Mid America Bank (The “Purchaser Bank”), the Purchaser, the Company Bank, the Company or Their Affiliates

from 10-Q 6 pages 1. Options. Prior to December 31, 2005, You May Exercise Any and All Vested Options for the Purchase of Company Common Stock (The “Options”) That You Hold as of the Date Hereof And, With Respect to Any Such Options That Are “Incentive Stock Options” Within the Meaning of Section 422 of the Internal Revenue Code of 1986, as Amended (The “Code”), Subject to Any Restrictions on Sale Pursuant to Applicable Law, Sell the Shares of the Company’s Common Stock Underlying Such Options, Such That All Income From Such Exercise Shall Be Included in Your Gross Income for 2005. for the Avoidance of Doubt, and Notwithstanding Anything Herein to the Contrary, Any Income That You Derive From the Exercises of the Options (And Sale of the Underlying Shares) as Set Forth in the Preceding Sentence Shall Not Be Taken Into Account in Computing Any Benefits Under Any Plan, Program or Arrangement of Mid America Bank (The “Purchaser Bank”) the Purchaser, the Company Bank, the Company or Their Affiliates

from 10-Q 6 pages 1. Options. Prior to December 31, 2005, You May Exercise Any and All Vested Options for the Purchase of Company Common Stock (The “Options”) That You Hold as of the Date Hereof And, With Respect to Any Such Options That Are “Incentive Stock Options” Within the Meaning of Section 422 of the Internal Revenue Code of 1986, as Amended (The “Code”), Subject to Any Restrictions on Sale Pursuant to Applicable Law, Sell the Shares of the Company’s Common Stock Underlying Such Options, Such That All Income From Such Exercise Shall Be Included in Your Gross Income for 2005. for the Avoidance of Doubt, and Notwithstanding Anything Herein to the Contrary, Any Income That You Derive From the Exercises of the Options (And Sale of the Underlying Shares) as Set Forth in the Preceding Sentence Shall Not Be Taken Into Account in Computing Any Benefits Under Any Plan, Program or Arrangement of Mid America Bank (The “Purchaser Bank”), the Purchaser, the Company Bank, the Company or Their Affiliates

from 10-Q 6 pages 1. Options. Prior to December 31, 2005, You May Exercise Any and All Vested Options for the Purchase of Company Common Stock (The “Options”) That You Hold as of the Date Hereof And, With Respect to Any Such Options That Are “Incentive Stock Options” Within the Meaning of Section 422 of the Internal Revenue Code of 1986, as Amended (The “Code”), Subject to Any Restrictions on Sale Pursuant to Applicable Law, Sell the Shares of the Company’s Common Stock Underlying Such Options, Such That All Income From Such Exercise Shall Be Included in Your Gross Income for 2005. for the Avoidance of Doubt, and Notwithstanding Anything Herein to the Contrary, Any Income That You Derive From the Exercises of the Options (And Sale of the Underlying Shares) as Set Forth in the Preceding Sentence Shall Not Be Taken Into Account in Computing Any Benefits Under Any Plan, Program or Arrangement of Mid America Bank (The “Purchaser Bank”), the Purchaser, the Company Bank, the Company or Their Affiliates

from 10-Q 6 pages 1. Options. Prior to December 31, 2005, You May Exercise Any and All Vested Options for the Purchase of Company Common Stock (The “Options”) That You Hold as of the Date Hereof And, With Respect to Any Such Options That Are “Incentive Stock Options” Within the Meaning of Section 422 of the Internal Revenue Code of 1986, as Amended (The “Code”), Subject to Any Restrictions on Sale Pursuant to Applicable Law, Sell the Shares of the Company’s Common Stock Underlying Such Options, Such That All Income From Such Exercise Shall Be Included in Your Gross Income for 2005. for the Avoidance of Doubt, and Notwithstanding Anything Herein to the Contrary, Any Income That You Derive From the Exercises of the Options (And Sale of the Underlying Shares) as Set Forth in the Preceding Sentence Shall Not Be Taken Into Account in Computing Any Benefits Under Any Plan, Program or Arrangement of Mid America Bank (The “Purchaser Bank”), the Purchaser, the Company Bank, the Company or Their Affiliates

from 8-K ~5 pages Material contract

from 10-K 4 pages Efc Bancorp, Inc. 2000 Stock Option Plan Incentive Stock Option Award Agreement

from 8-K 1 page <page> 1 Amendment to the Efc Bancorp, Inc. Three-Year Change in Control Agreement With Leo M. Flanagan, Jr. Whereas, Leo M. Flanagan, Jr. (The "Executive") Entered Into a Change in Control Agreement With Efc Bancorp, Inc. (The "Company") Effective April 3, 1998 (The "Agreement"); and Whereas, the Company and the Executive Desire to Amend the Agreement to Clarify the Methodology Used to Determine the Benefits the Executive Would Receive Under the Agreement in the Event of a Change in Control of the Company; and Whereas, Section 9 of the Agreement Provides That the Agreement May Be Amended or Modified by Means of a Written Instrument Signed by the Parties. Now, Therefore, the Company and the Executive Hereby Agree to Amend the Agreement as Follows: Effective February 15, 2005, the First Sentence of Section 3(a) of the Agreement Shall Be Deleted in Its Entirety and Replaced With the Following New Sentence: "Upon the Occurrence of a Change in Control, Followed at Any Time During the Term of This Agreement by the Voluntary or Involuntary Termination of Executive's Employment, Other Than for Termination for Cause, the Holding Company Shall Be Obligated to Pay Executive, or in the Event of His Subsequent Death, His Beneficiary or Beneficiaries, or His Estate, as the Case May Be, a Sum Equal to Three (3) Times Executive's Highest Taxable Year's Annual Compensation Over the Last Three (3) Calendar Years." <page> 2 in Witness Whereof, the Company Has Caused This Amendment to the Agreement to Be Executed by Its Duly Authorized Officer, and Executive Has Signed This Amendment, on the 15th Day of February 2005. Attest: Efc Bancorp, Inc. /S/ Ursula Wilson /S/ Peter A. Traeger - Ursula Wilson Peter A. Traeger for the Board of Directors Witness: Executive /S/ Eric Wedeen /S/ Leo M. Flanagan, Jr. - Eric Wedeen Leo M. Flanagan, Jr

from 8-K 1 page <page> 1 Amendment to the Efc Bancorp, Inc. Employment Agreement With James J. Kovac Whereas, James J. Kovac (The "Executive") Entered Into an Employment Agreement With Efc Bancorp, Inc. (The "Company") Effective April 3, 1998 (The "Agreement"); and Whereas, the Company and the Executive Desire to Amend the Agreement to Clarify the Methodology Used to Determine the Benefits the Executive Would Receive Under the Agreement in the Event of a Change in Control of the Company; and Whereas, Section 14 of the Agreement Provides That the Agreement May Be Amended or Modified by Means of a Written Instrument Signed by the Parties. Now, Therefore, the Company and the Executive Hereby Agree to Amend the Agreement as Follows: Effective February 15, 2005, Section 5(c)(ii) of the Agreement Shall Be Deleted in Its Entirety and Replaced With the Following New Section 5(c)(ii): "(II) Three (3) Times Executive's Highest Taxable Year's Annual Compensation Over the Last Three (3) Calendar Years." <page> 2 in Witness Whereof, the Company Has Caused This Amendment to the Agreement to Be Executed by Its Duly Authorized Officer, and Executive Has Signed This Amendment, on the 15th Day of February, 2005. Attest: Efc Bancorp, Inc. /S/ Ursula Wilson /S/ Peter A. Traeger - Ursula Wilson Peter A. Traeger for the Board of Directors Witness: Executive /S/ Eric Wedeen /S/ James J. Kovac - Eric Wedeen James J. Kovac