Exhibit 10.11


    Exhibit
      10.11

    
 

    RESTRICTED
      SHARE AWARD AGREEMENT

    


    pursuant
      to the

    


    VINEYARD
      NATIONAL BANCORP

    2005
      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 2005 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.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. Vesting.
      

    


    3.1 The
      Restricted Shares subject to this grant shall become unrestricted and fully
      vested based on the passage of time according to the vesting schedule set forth
      below, provided (i) in the case of employees, the Participant is then employed
      by the Company and/or one of its Subsidiaries or (ii) in the case of directors,
      the Participant continues to serve as a director of the Company and/or one
      of
      its Subsidiaries:

    


    


    
      	
              Number
                of Restricted Shares

            	
              Vesting
                Date

            
	 	 
	 	 
	 	 


    

    


    


    3.2 If
      the
      Participant’s employment or service as a director with the Company and/or its
      Subsidiaries terminates for any reason (other than due to Disability, as defined
      below, 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 In
      the
      event that the Participant’s employment or service as a director with the
      Company and/or its Subsidiaries terminates due to the Participant's death or
      Disability, the Board of Directors, in its sole discretion, may determine that
      the Participant shall become vested in all, or any portion thereof, of the
      Restricted Shares awarded to the Participant under this Agreement 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 or director relationships with or
      resignation or termination from the Company, or any subsidiary thereof.


    


    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. 

    


    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]