FORM OF AWARD AGREEMENT pursuant to the VINEYARD NATIONAL BANCORP
Exhibit
10.16
pursuant
to the
2006
INCENTIVE STOCK PLAN OF
*
* * * *
Participant:
Grant
Date:
Number
of
[Options
inc. type, SARs, Restricted Shares] Granted:
[Exercise/Base]
Price (per share):
Expiration
Date: _ years
from Grant Date
Vesting
Schedule:
*
* * * *
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.
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
_____________________, 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.
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, 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxxx, XX 00000, 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.
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.
By:
_____________________________
Name:
Xxxxxx Xxxxxxx
Title:
President and CEO
_________________________________
[Participant]
