**RESTRICTED
SHARE AWARD AGREEMENT**
 
 **pursuant
to the**
 
 **VINEYARD
NATIONAL BANCORP**
 **2004
RESTRICTED SHARE PLAN**
 
 ***
* * * ***
 
 **Participant:_____________________________**
 
 **Grant
Date:_____________________________**
 
 **Number
of**
 **Restricted
Shares granted:_________________**
 
 
 ***
* * * ***
 
 **THIS
AWARD AGREEMENT** (this
“Agreement”), dated as of the Grant Date specified above, is entered into by and
between Vineyard National Bancorp, (the “Company”), and the Participant
specified above, pursuant to the Vineyard National Bancorp 2004 Restricted Share
Plan as in effect and as amended from time to time (the “Plan”);
and
 
 **WHEREAS** , it has
been determined under the Plan that it would be in the best interests of the
Company to grant the Restricted Shares provided herein to the
Participant.
 
 **NOW,
THEREFORE** , in
consideration of the mutual covenants and premises hereinafter set forth and for
other good and valuable consideration, the parties hereto hereby mutually
covenant and agree as follows:
 
 **1.**  **Incorporation
By Reference; Plan Document Receipt** **.** This
Agreement is subject in all respects to the terms and provisions of the Plan
(including, without limitation, any amendments thereto adopted at any time and
from time to time unless such amendments are expressly intended not to apply to
the award provided hereunder), all of which terms and provisions are made a part
of and incorporated in this Agreement as if they were expressly set forth
herein. Any capitalized term not defined in this Agreement shall have the same
meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges
receipt of a true copy of the Plan and that the Participant has read the Plan
carefully and fully understands its content. In the event of a conflict between
the terms of this Agreement and the terms of the Plan, the terms of the Plan
shall control.
  **2.**  **Grant
of Restricted Share Award** **.** The
Company hereby grants to the Participant, as of the Grant Date specified above,
the number of Restricted Shares specified above. Except as otherwise provided by
Section 8.2 of the Plan, the Participant agrees and understands that nothing
contained in this Agreement provides, or is intended to provide, the Participant
with any protection against potential future dilution of the Participant’s
stockholder interest in the Company for any reason.
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 **3.**  **Vesting** **.**
  **3.1**  The
Restricted Shares subject to this grant shall become unrestricted and fully
vested on the _______ anniversary of the Grant Date, provided the Participant is
then employed by the Company and/or one of its Subsidiaries.
  **3.2**  If the
Participant’s employment with the Company and/or its Subsidiaries terminates for
any reason (other than due to Disability or death) prior to the vesting of all
or any portion of the Restricted Shares awarded under this Agreement, such
Restricted Shares shall immediately be cancelled and the Participant (and the
Participant’s estate, designated beneficiary or other legal representative)
shall forfeit any rights or interests in and with respect to any such Restricted
Shares. The Board or the Committee, in its sole discretion, may determine, prior
to or within ninety (90) days after the date of any such termination, that all
or a portion of any the Participant’s unvested Restricted Shares shall not be so
cancelled and forfeited.
  **3.3**  If the
Participant’s employment with the Company and/or its Subsidiaries terminates due
to the Participant's death or Disability, the Participant shall become vested in
the Restricted Shares awarded under this Agreement to the extent, if any, that
the vesting period for a particular Award has been completed as of the date of
any such termination.
  **3.3.1**  For
purposes of this Agreement, “Disability” means disability as defined in the
Participant’s then effective employment agreement, or if the Participant is not
then a party to an effective employment agreement with the Company which defines
disability, “Disability” means disability as determined by the Board in
accordance with standards and procedures similar to those under the Company’s
long-term disability plan, if any. Subject to the first sentence of this Section
3.3.1, at any time that the Company does not maintain a long-term disability
plan, “Disability” shall mean any physical or mental disability which is
determined to be total and permanent by a physician selected in good faith by
the Company.
  **3.4**  If the
Participant's employer ceases to be a Subsidiary of the Company, that event
shall be deemed to constitute a termination of employment under section 3.2
above.
  **4.**  **Delivery
of Restricted Shares** **.** Subject
to Section 6.4 of the Plan, if the Restricted Shares awarded by this Agreement
become vested, the Participant shall be entitled to receive unrestricted shares
of Common Stock.
  **5.**  **Release
of Claims** **.** In
consideration of the Participant receiving an Award, the sufficiency of which
the Participant hereby acknowledges, the Participant, on behalf of the
Participant and the Participant’s heirs, executors and assigns, hereby releases
and forever discharges the Company and each of the Company’s shareholders,
parents, affiliates, subsidiaries, divisions, any and all current and former
directors, officers, employees, agents, and contractors and their heirs and
assigns, and any and all employee pension benefit or welfare benefit plans of
the Company, or any subsidiary thereof, including current and former trustees
and administrators of such employee pension benefit and welfare benefit plans,
from all claims, charges, or demands, in law or in equity, whether known or
unknown, which may arise in connection with their employment generally or this
Plan specifically. This includes a release by the Participant of any claims for
wrongful discharge, breach of contract, torts or any other claims in any way
related to the Participant’s employment relationships with or resignation or
termination from the Company, or any subsidiary thereof.
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 **6.**  **Non-transferability** **.** Restricted Shares, and any rights and interests with respect thereto, issued
under this Agreement and the Plan shall not, prior to vesting, be sold,
exchanged, transferred, assigned or otherwise disposed of in any way by the
Participant (or any beneficiary(ies) of the Participant), other than by
testamentary disposition by the Participant or the laws of descent and
distribution. Any such Restricted Shares, and any rights and interests with
respect thereto, shall not, prior to vesting, be pledged, encumbered or
otherwise hypothecated in any way by the Participant (or any beneficiary(ies) of
the Participant) and shall not, prior to vesting, be subject to execution,
attachment or similar legal process. Any attempt to sell, exchange, transfer,
assign, pledge, encumber or otherwise dispose of or hypothecate in any way any
of the Restricted Shares, or the levy of any execution, attachment or similar
legal process upon the Restricted Shares, contrary to the terms and provisions
of this Agreement and/or the Plan shall be null and void and without legal force
or effect.
  **7.**  **Entire
Agreement; Amendment** **.** This
Agreement contains the entire agreement between the parties hereto with respect
to the subject matter contained herein, and supersedes all prior agreements or
prior understandings, whether written or oral, between the parties relating to
such subject matter. This Agreement may only be modified or amended by a writing
signed by both the Company and the Participant.
  **8.**  **Notices** **.** Any
notice which may be required or permitted under this Agreement shall be in
writing and shall be delivered in person, or via facsimile transmission,
overnight courier service or certified mail, return receipt requested, postage
prepaid, properly addressed as follows:
  **8.1**  If such
notice is to the Company, to the attention of the Secretary of Vineyard National
Bancorp, 9590 Foothill Blvd., Rancho Cucamonga, CA 91730, or at such other
address as the Company, by notice to the Participant, shall designate in writing
from time to time.
  **8.2**  If such
notice is to the Participant, at his or her address as shown on the Company’s
records, or at such other address as the Participant, by notice to the Company,
shall designate in writing from time to time.
  **9.**  **Governing
Law** **.** This
Agreement shall be governed by and construed in accordance with the laws of the
State of California, without reference to the principles of conflict of laws
thereof.
  **10.**  **Compliance
with Laws.** The
issuance of the Restricted Shares or Common Stock pursuant to this Agreement
shall be subject to, and shall comply with, any applicable requirements of any
federal and state securities laws, rules and regulations (including, without
limitation, the provisions of the Securities Act of 1933, the Exchange Act and
the respective rules and regulations promulgated thereunder) and any other law
or regulation applicable thereto. The Company shall not be obligated to issue
any of the Restricted Shares or Common Stock pursuant to this Agreement if such
issuance would violate any such requirements.
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 **11.**  **Binding
Agreement; Assignment** **.** This
Agreement shall inure to the benefit of, be binding upon, and be enforceable by
the Company and its successors and assigns. The Participant shall not assign any
part of this Agreement without the prior express written consent of the
Company.
  **12.**  **Counterparts** **.** This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which shall constitute one and the same
instrument.
  **13.**  **Headings** **.** The
titles and headings of the various sections of this Agreement have been inserted
for convenience of reference only and shall not be deemed to be a part of this
Agreement.
  **14.**  **Further
Assurances** **.** Each
party hereto shall do and perform (or shall cause to be done and performed) all
such further acts and shall execute and deliver all such other agreements,
certificates, instruments and documents as any other party hereto reasonably may
request in order to carry out the intent and accomplish the purposes of this
Agreement and the Plan and the consummation of the transactions contemplated
thereunder.
  **15.**  **Severability** **.** The
invalidity or unenforceability of any provisions of this Agreement in any
jurisdiction shall not affect the validity, legality or enforceability of the
remainder of this Agreement in such jurisdiction or the validity, legality or
enforceability of any provision of this Agreement in any other jurisdiction, it
being intended that all rights and obligations of the parties hereunder shall be
enforceable to the fullest extent permitted by law.
  **IN
WITNESS WHEREOF** , the
Company has caused this Agreement to be executed by its duly authorized officer,
and the Participant has hereunto set his hand, all as of the Grant Date
specified above.
 
 **VINEYARD
NATIONAL BANCORP**
 
 
 By:
_____________________________
 Name:
 Title:
 
 
 
 
 _________________________________
 [Participant]
 
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