<PAGE>

                                                                 EXHIBIT 10.3(a)

                             VINTAGE WINE TRUST INC.
                           2005 EQUITY INCENTIVE PLAN

                        RESTRICTED STOCK AWARD AGREEMENT

     AGREEMENT by and between Vintage Wine Trust Inc., a Maryland corporation
(the "Company"), and ____________ (the "Grantee"), dated as of the 23rd day of
March, 2005.

     WHEREAS, the Company maintains the Vintage Wine Trust Inc. 2005 Equity
Incentive Plan (as amended from time to time, the "Plan") (capitalized terms
used but not defined herein shall have the respective meanings ascribed thereto
by the Plan);

     WHEREAS, the Grantee is a Director; and

     WHEREAS, the Committee has determined that it is in the best interests of
the Company and its shareholders to grant Restricted Stock to the Grantee
subject to the terms and conditions set forth below.

     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     1.   Grant of Restricted Stock.

     The Company hereby grants the Grantee _____ Shares of Restricted Stock of
the Company, subject to the following terms and conditions and subject to the
provisions of the Plan. The Plan is hereby incorporated herein by reference as
though set forth herein in its entirety.

     2.   Restrictions and Conditions.

     The Restricted Stock awarded pursuant to this Agreement and the Plan shall
be subject to the following restrictions and conditions:

          (i) Subject to the provisions of the Plan and this Agreement, during
          the period of restriction with respect to Shares granted hereunder
          (the "Restriction Period"), the Grantee shall not be permitted
          voluntarily or involuntarily to sell, transfer, pledge, anticipate,
          alienate, encumber or assign the Shares (or have such Shares attached
          or garnished). Subject to clauses (iii) and (iv) below, the
          Restriction Period shall begin on the date hereof and lapse on the
          following schedule:

<TABLE>
<CAPTION>
Date Restriction Lapses   Number of Shares
-----------------------   ----------------
<S>                       <C>
     March 23, 2006
     March 23, 2007
     March 23, 2008
</TABLE>

<PAGE>

     Notwithstanding the foregoing, unless otherwise expressly provided by the
     Committee, the Restriction Period with respect to such Shares shall only
     lapse as to whole Shares.

     (ii) Except as provided in the foregoing clause (i), below in this clause
     (ii) or in the Plan, the Grantee shall have, in respect of the Shares of
     Restricted Stock, all of the rights of a shareholder of the Company,
     including the right to vote the Shares and the right to receive dividends;
     provided, however, that any cash dividends shall, unless otherwise provided
     by the Committee, be held by the Company (unsegregated as a part of its
     general assets) during the Restriction Period (and forfeited if the
     underlying Shares are forfeited), and paid over to the Grantee (without
     interest) as soon as practicable after such period lapses (if not
     forfeited). Certificates for Shares (not subject to restrictions) shall be
     delivered to the Grantee or his or her designee promptly after, and only
     after, the Restriction Period shall lapse without forfeiture in respect of
     such Shares of Restricted Stock.

     (iii) Subject to clause (iv) below, if the Grantee has a Termination of
     Service during the Restriction Period, then all Shares still subject to
     restriction shall thereupon, and with no further action, be forfeited by
     the Grantee.

     (iv) In the event the Grantee has a Termination of Service on account of
     death or Disability, or in the event of a Change in Control (regardless of
     whether a termination follows thereafter), during the Restriction Period,
     then the Restriction Period will immediately lapse on all Restricted Stock
     granted to the Grantee and not forfeited previously.

3.   Certain Terms of Shares.

(a)  The Grantee shall be issued a stock certificate in respect of Shares
     awarded under this Agreement. Such certificate shall be registered in the
     name of the Grantee. The certificates for Shares issued hereunder may
     include any legend which the Committee deems appropriate to reflect any
     restrictions on transfer hereunder, or as the Committee may otherwise deem
     appropriate, and, without limiting the generality of the foregoing, shall
     bear a legend referring to the terms, conditions, and restrictions
     applicable to such Shares, substantially in the following form:

          THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK
          REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING
          FORFEITURE) OF THE VINTAGE WINE TRUST INC. 2005 EQUITY INCENTIVE PLAN
          AND AN AWARD AGREEMENT APPLICABLE TO THE GRANT OF THE SHARES
          REPRESENTED BY THIS CERTIFICATE. COPIES OF SUCH PLAN AND AWARD
          AGREEMENTS ARE ON FILE IN THE OFFICES OF VINTAGE WINE TRUST


                                       2

<PAGE>

          INC. AT 1101 FIFTH AVENUE, SUITE 310, SAN RAFAEL, CALIFORNIA 94901.

(b)  Stock certificates evidencing the Shares granted hereby shall be held in
     custody by the Company until the restrictions thereon shall have lapsed,
     and, as a condition to the grant of any Shares, the Grantee shall have
     delivered a stock power, endorsed in blank, relating to the stock covered
     by such Award. If and when such restrictions so lapse, the stock
     certificates shall be delivered by the Company to the Grantee or his
     designee.

4.   Miscellaneous.

(a)  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
     LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ANY PRINCIPLES OF
     CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY
     JURISDICTION OTHER THAN THE STATE OF CALIFORNIA.

(b)  The captions of this Agreement are not part of the provisions hereof and
     shall have no force or effect. This Agreement may not be amended or
     modified except by a written agreement executed by the parties hereto or
     their respective successors and legal representatives. The invalidity or
     unenforceability of any provision of this Agreement shall not affect the
     validity or enforceability of any other provision of this Agreement.

(c)  The Committee may make such rules and regulations and establish such
     procedures for the administration of this Agreement as it deems
     appropriate. Without limiting the generality of the foregoing, the
     Committee may interpret the Plan and this Agreement, with such
     interpretations to be conclusive and binding on all persons and otherwise
     accorded the maximum deference permitted by law and take any other actions
     and make any other determinations or decisions that it deems necessary or
     appropriate in connection with the Plan, this Agreement or the
     administration or interpretation thereof. In the event of any dispute or
     disagreement as to interpretation of the Plan or this Agreement or of any
     rule, regulation or procedure, or as to any question, right or obligation
     arising from or related to the Plan or this Agreement, the decision of the
     Committee shall be final and binding upon all persons.

(d)  All notices hereunder shall be in writing, and if to the Company or the
     Committee, shall be delivered to the Board or mailed to its principal
     office, addressed to the attention of the Board; and if to the Grantee,
     shall be delivered personally, sent by facsimile transmission or mailed to
     the Grantee at the address appearing in the records of the Company. Such
     addresses may be changed at any time by written notice to the other party
     given in accordance with this paragraph 4(d).


                                       3

<PAGE>

(e)  The failure of the Grantee or the Company to insist upon strict compliance
     with any provision of this Agreement or the Plan, or to assert any right
     the Grantee or the Company, respectively, may have under this Agreement or
     the Plan, shall not be deemed to be a waiver of such provision or right or
     any other provision or right of this Agreement or the Plan.

(f)  Nothing in this Agreement shall confer on the Grantee any right to continue
     in the service of the Company or its Subsidiaries or interfere in any way
     with the right of the Company or its Subsidiaries and their shareholders to
     terminate the Grantee's service at any time.

(g)  This Agreement contains the entire agreement between the parties with
     respect to the subject matter hereof and supersedes all prior agreements,
     written or oral, with respect thereto.


                                       4

<PAGE>

     IN WITNESS WHEREOF, the Company and the Grantee have executed this
Agreement as of the day and year first above written.

                                        VINTAGE WINE TRUST INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        5
<PAGE>
                                                                 EXHIBIT 10.3(b)

                        FORM OF VINTAGE WINE TRUST INC.
                           2005 EQUITY INCENTIVE PLAN

                          RESTRICTED STOCK AWARD AGREEMENT

      AGREEMENT by and between Vintage Wine Trust Inc., a Maryland corporation
(the "Company"), and ___________ (the "Grantee"), dated as of the 23rd day of
March, 2005.

      WHEREAS, the Company maintains the Vintage Wine Trust Inc. 2005 Equity
Incentive Plan (as amended from time to time, the "Plan") (capitalized terms
used but not defined herein shall have the respective meanings ascribed thereto
by the Plan);

      WHEREAS, the Grantee is an employee of the Company; and

      WHEREAS, the Committee has determined that it is in the best interests of
the Company and its shareholders to grant Restricted Stock to the Grantee
subject to the terms and conditions set forth below.

      NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

      1.    Grant of Restricted Stock.

      The Company hereby grants the Grantee ________ Shares of Restricted Stock
of the Company, subject to the following terms and conditions and subject to the
provisions of the Plan. The Plan is hereby incorporated herein by reference as
though set forth herein in its entirety.

      2.    Restrictions and Conditions.

      The Restricted Stock awarded pursuant to this Agreement and the Plan shall
be subject to the following restrictions and conditions:

            (i) Subject to the provisions of the Plan and this Agreement, during
            the period of restriction with respect to Shares granted hereunder
            (the "Restriction Period"), the Grantee shall not be permitted
            voluntarily or involuntarily to sell, transfer, pledge, anticipate,
            alienate, encumber or assign the Shares (or have such Shares
            attached or garnished). Subject to clauses (iii), (iv), (v) and (vi)
            below, the Restriction Period shall begin on the date hereof and
            lapse on the following schedule:

<TABLE>
<CAPTION>
                    Date Restriction Lapses     Number of Shares
                    -----------------------     ----------------
<S>                                             <C>


</TABLE>

<PAGE>

            Notwithstanding the foregoing, unless otherwise expressly provided
            by the Committee, the Restriction Period with respect to such Shares
            shall only lapse as to whole Shares.

            (ii) Except as provided in the foregoing clause (i), below in this
            clause (ii) or in the Plan, the Grantee shall have, in respect of
            the Shares of Restricted Stock, all of the rights of a shareholder
            of the Company, including the right to vote the Shares and the right
            to receive dividends; provided, however, that any cash dividends
            shall, unless otherwise provided by the Committee, be held by the
            Company (unsegregated as a part of its general assets) during the
            Restriction Period (and forfeited if the underlying Shares are
            forfeited), and paid over to the Grantee (without interest) as soon
            as practicable after such period lapses (if not forfeited).
            Certificates for Shares (not subject to restrictions) shall be
            delivered to the Grantee or his or her designee promptly after, and
            only after, the Restriction Period shall lapse without forfeiture in
            respect of such Shares of Restricted Stock.

            (iii) Subject to clauses (iv), (v) and (vi) below, if the Grantee
            has a Termination of Service by the Company and its Subsidiaries for
            Cause, or by the Grantee for any reason, during the Restriction
            Period, then all Shares still subject to restriction shall
            thereupon, and with no further action, be forfeited by the Grantee.

            (iv) In the event the Grantee has a Termination of Service on
            account of death Disability, or Retirement, or the Grantee has a
            Termination of Service by the Company and its Subsidiaries for any
            reason other than Cause, or in the event of a Change in Control
            (regardless of whether a termination follows thereafter), during the
            Restriction Period, then the Restriction Period will immediately
            lapse on all Restricted Stock granted to the Grantee and not
            forfeited previously.

            (v) If the Grantee commences or continues service as a Director or
            consultant of the Company or one of its Subsidiaries upon
            termination of employment, such continued service shall be treated
            as continued employment hereunder (and for purposes of the Plan),
            and the subsequent termination of service shall be treated as the
            applicable termination of employment for purposes of this Agreement.

            (vi) If the Grantee is party to an employment agreement which
            provides that Shares subject to restriction shall be subject to
            terms other than those set forth above, the terms of such employment
            agreement shall apply with respect to the Shares granted hereby and
            shall, to the extent applicable, supersede the terms hereof.

      3.    Certain Terms of Shares.

      (a)   The Grantee shall be issued a stock certificate in respect of
            Shares awarded under this Agreement.  Such certificate shall be
            registered in the name of the Grantee.  The certificates for
            Shares issued hereunder may include any legend which the
            Committee deems appropriate to reflect any restrictions on
            transfer hereunder, or

                                       2

<PAGE>

            as the Committee may otherwise deem appropriate, and, without
            limiting the generality of the foregoing, shall bear a legend
            referring to the terms, conditions, and restrictions applicable to
            such Shares, substantially in the following form:

                  THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF
                  STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND
                  CONDITIONS (INCLUDING FORFEITURE) OF THE VINTAGE WINE TRUST
                  INC. 2005 EQUITY INCENTIVE PLAN AND AN AWARD AGREEMENT
                  APPLICABLE TO THE GRANT OF THE SHARES REPRESENTED BY THIS
                  CERTIFICATE. COPIES OF SUCH PLAN AND AWARD AGREEMENTS ARE ON
                  FILE IN THE OFFICES OF VINTAGE WINE TRUST INC. AT 1101 FIFTH
                  AVENUE, SUITE 310, SAN RAFAEL, CALIFORNIA 94901.

      (b)   Stock certificates evidencing the Shares granted hereby shall be
            held in custody by the Company until the restrictions thereon shall
            have lapsed, and, as a condition to the grant of any Shares, the
            Grantee shall have delivered a stock power, endorsed in blank,
            relating to the stock covered by such Award. If and when such
            restrictions so lapse, the stock certificates shall be delivered by
            the Company to the Grantee or his designee.

      4.    Miscellaneous.

      (a)   THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
            THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ANY
            PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF
            THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF CALIFORNIA.

      (b)   The captions of this Agreement are not part of the provisions hereof
            and shall have no force or effect. This Agreement may not be amended
            or modified except by a written agreement executed by the parties
            hereto or their respective successors and legal representatives. The
            invalidity or unenforceability of any provision of this Agreement
            shall not affect the validity or enforceability of any other
            provision of this Agreement.

      (c)   The Committee may make such rules and regulations and establish
            such procedures for the administration of this Agreement as it
            deems appropriate.  Without limiting the generality of the
            foregoing, the Committee may interpret the Plan and this
            Agreement, with such interpretations to be conclusive and binding
            on all persons and otherwise accorded the maximum deference
            permitted by law and take any other actions and make any other
            determinations or decisions that it deems necessary or
            appropriate in connection with the Plan, this Agreement or the
            administration or interpretation thereof.  In the event of any
            dispute or


                                       3
<PAGE>

            disagreement as to interpretation of the Plan or this Agreement or
            of any rule, regulation or procedure, or as to any question, right
            or obligation arising from or related to the Plan or this Agreement,
            the decision of the Committee shall be final and binding upon all
            persons.

      (d)   All notices hereunder shall be in writing, and if to the Company
            or the Committee, shall be delivered to the Board or mailed to
            its principal office, addressed to the attention of the Board;
            and if to the Grantee, shall be delivered personally, sent by
            facsimile transmission or mailed to the Grantee at the address
            appearing in the records of the Company.  Such addresses may be
            changed at any time by written notice to the other party given in
            accordance with this paragraph 4(d).

      (e)   The failure of the Grantee or the Company to insist upon strict
            compliance with any provision of this Agreement or the Plan, or to
            assert any right the Grantee or the Company, respectively, may have
            under this Agreement or the Plan, shall not be deemed to be a waiver
            of such provision or right or any other provision or right of this
            Agreement or the Plan.

      (f)   Nothing in this Agreement shall confer on the Grantee any right to
            continue in the employ or other service of the Company or its
            Subsidiaries or interfere in any way with the right of the Company
            or its Subsidiaries and their shareholders to terminate the
            Grantee's employment or other service at any time.

      (g)   This Agreement contains the entire agreement between the parties
            with respect to the subject matter hereof and supersedes all prior
            agreements, written or oral, with respect thereto, other than the
            Employment Agreement if and to the extent the Employment Agreement
            is in effect at the relevant time.


                                       4
<PAGE>

      IN WITNESS WHEREOF, the Company and the Grantee have executed this
Agreement as of the day and year first above written.

                                          VINTAGE WINE TRUST INC.

                                          By:
                                              --------------------------------
                                          Name:
                                                 -----------------------------
                                          Title:
                                                 -----------------------------



                                          ------------------------------------


                                       5