Exhibit 10.1 Stock Option Award Agreement


    Exhibit
      10.1

    
      

    


    


    AWARD
      AGREEMENT

    


    pursuant
      to the

    


    2006
      INCENTIVE STOCK PLAN OF

    VINEYARD
      NATIONAL BANCORP

    *
      * * * *

    


    Participant:
      Norman A Morales

    


    Grant
      Date: October 30, 2006

    


    Number
      of 

    Options
      inc. type, SARs, Restricted Shares Granted: 50,000 options

    


    Exercise/Base
      Price (per share): Closing price on 10/30/06

    


    Expiration
      Date: 4
      years from Grant Date 

    


    Vesting
      Schedule:  three
      (3)
      years from the date of option grant    

    


    *
      * * * *

    


    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 2006 Incentive Stock
      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 Award 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.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    2.  Grant
      of Award.
      The
      Company hereby grants to the Participant, as of the Grant Date specified above,
      the Award specified above. Except as otherwise provided by Section 9.1 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
      Award
      covered by this grant shall become unrestricted and fully vested on the
      third (3rd) anniversary of the date of option grant, and then being one hundred
      percent (100%) vested,
      provided the Participant is then employed by the Company and/or one of its
      Subsidiaries or serves as a director of 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, Retirement or death) prior to the
      vesting of all or any portion of the Award covered by this Agreement, such
      unvested Award 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 unvested
      Award. 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 the Participant’s unvested Award 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, Disability or Retirement, the Participant shall
      become 100% vested in the Award granted 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.

     

    3.3.2  For
      purposes of this Agreement, “Retirement” means the voluntary retirement by the
      Participant from active employment with the Company and its Subsidiaries on
      or
      after the attainment of Normal Retirement Age under Company-sponsored pension
      or
      retirement plans, or any other age with the consent of the Board.

     

    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.  Non-transferability.
      Awards,
      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 Award, 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 portion or all of an Award, or the levy of any
      execution, attachment or similar legal process upon the Award, contrary to
      the
      terms and provisions of this Agreement and/or the Plan shall be null and void
      and without legal force or effect.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    5.  Entire
      Agreement; Amendment.
      This
      Agreement, together with the Plan, 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.

     

    6.  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:

     

    6.1  If
      such
      notice is to the Company, to the attention of the Director of Corporate Services
      of Vineyard National Bancorp, 1260 Corona Pointe Court, Corona, CA 92879, or
      at
      such other address as the Company, by notice to the Participant, shall designate
      in writing from time to time.

     

    6.2  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.

     

    7.  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. 

     

    8.  Compliance
      with Laws.
      The
      issuance of the Award 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 Shares or Common Stock
      subject to an Award pursuant to this Agreement if such issuance would violate
      any such requirements. 

     

    9.  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.

     

    10.  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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    11.  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.

     

    12.  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.

     

    13.  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:
      Frank Alvarez 

    Title:
      Chairman of the Board

    


    


    


    


    _________________________________

    Norman
      Morales

    President
      and Chief Executive Officer

    


    
      
        
        

      

      
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