Vineyard National Bancorp (fka VNBCQ)

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14. Bank Transaction. Notwithstanding anything to the contrary in this Agreement, Bank and Company shall have the option, from the Effective Date, not to continue Executive as President and Chief Executive Office of Bank and Company, respectively, as long as a successful Bank Transaction has not occurred. If Bank and Company exercise such option, Executive shall receive a lump-sum payment in the amount of One Hundred Eighty Thousand dollars ($180,000) and Executive’s employment and this Agreement (except for Section 17) shall terminate. Such payment, if made, shall be less any deductions and withholding required by law and shall be in lieu of any other payments pursuant to this Agreement. An amount equal to the $180,000 payment has been deposited with a qualified escrow agent at Bank’s and Company’s expense. Immediately upon a Bank Transaction, the $180,000 shall revert to and be released to Bank and Company (in proportion to their funding obligations under this Agreement), Executive’s employment shall continue as President and Chief Executive Officer, and this Agreement shall continue under its express terms. For purposes of this Section, a “Bank Transaction” means the closing of a sale of Bank involving a capital investment into Bank.

http://www.sec.gov/Archives/edgar/data/840256/000084025608000125/exhibit10-1.htm