AMENDMENT TO EMPLOYMENT AGREEMENT VINEYARD NATIONAL BANCORP, VINEYARD BANK AND NORMAN ANTONIO MORALES Adopted and Approved on September 29, 2006 Effective date: October 1, 2006

Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

VINEYARD NATIONAL BANCORP, VINEYARD BANK AND

XXXXXX XXXXXXX XXXXXXX

Adopted and Approved on September 29, 2006

Effective date: October 1, 2006

WHEREAS, an Employment Agreement (referred to as “Employment Agreement”), was made effective on October 1, 2003 between Vineyard Bank, a national banking association(referred to as “Bank”), Vineyard National Bancorp, a California corporation (referred to as “Bancorp”), and Xxxxxx Xxxxxxx Xxxxxxx (referred to as “Xxxxxxx”); and

WHEREAS, the term of said Employment Agreement has automatically extended to December 31, 2007, 2008 and 2009, because the Boards of Directors of the Bank and Bancorp did not elect not to renew the term by giving written notice to Xxxxxxx by September 1, 2004, 2005 and 2006, respectively; and

WHEREAS, the parties wish to amend the Employment Agreement;

NOW, THEREFORE, the parties hereby amend the Employment Agreement as follows:

1.   Paragraph 5 shall be amended in its entirety, to read as follows:

5. Salary. Effective January 1, 2006, Xxxxxxx shall receive a base salary of four hundred seventy-five thousand dollars ($475,000.00) per year, payable in equal monthly installments during the term of his employment. This shall remain as Xxxxxxx’ base salary until it is increased in the sole discretion of the Boards of Directors of the Bank and Bancorp, which shall review said salary at the end of every calendar year and render a decision by January 31 of the following calendar year whether to increase said salary. These Boards may not, however, decrease said salary, other than as part of an across-the-board salary decrease that affects substantially all the executives and/or employees of the Bank and Bancorp. The Bank and Bancorp shall allocate Xxxxxxx’ annual salary expense between them, in their sole discretion.

2.   Paragraph 6 shall be amended in its entirety, to read as follows:

6. Incentive Bonus. For calendar years 2007 and 2008, the Bancorp shall determine an incentive bonus to Xxxxxxx, on the terms described hereinafter.

The computation of this incentive bonus shall be based on Xxxxxxx’ accrued base salary for the applicable calendar year, subject to a maximum of one hundred twenty percent (120%) of said accrued base salary. Any incentive bonus payable shall be paid to Xxxxxxx no later than fifteen (15) days after the Bancorp’s receipt of the audited financial statements for the year in question but within the time period to be deductible in the prior year. This incentive bonus shall be based on measurements of the Bancorp’s performance for the calendar year in question, with such measurements of the Bancorp’s annual performance for the two years mentioned to be as follows: the Return on Common Equity shall be the return on average common equity for the year, and the EPS Growth shall be the earnings per share on a fully diluted basis, in accordance with the schedule below:

Return on Common Equity		Bonus as % of Accrued Salary		EPS Growth		Bonus as % of Accrued Salary
12%		0.0%		10%		0%
13%		7.5%		11%		6%
14%		15.0%		12%		12%
15%		22.5%		13%		18%
16%		30.0%		14%		24%
17%		37.5%		15%		30%
18%		45.0%		16%		36%
19%		52.5%		17%		42%
20%		60.0%		18%		48%
				19%		54%
				20%		60%

The Boards shall interpolate between the minimum and maximum percentages shown hereinabove.

3. Paragraph 10 shall be amended in its entirety, to read as follows:

10. Stock Options. Effective two (2) days after the next public release of Bancorp earnings which occurs on or after the date of execution of this agreement and on the tenth (10th) day after the release of the Bancorp’s audited financial statements for 2006, 2007 and for 2008 so long as Xxxxxxx is employed by the Bank on said day, the Boards shall xxxxx Xxxxxxx incentive stock options to buy fifty thousand (50,000) shares of common stock of the Bancorp, with the purchase price of each such share being one hundred percent (100%) of the fair market value (“FMV”) of a share of Bancorp common stock on the date of the option grant (unless otherwise determined by the Bancorp, FMV shall be the closing price of a share of stock on the date of option grant), with the term of each such option being four (4) years from the date of option grant, and with said options not becoming vested until the third (3rd) anniversary of the date of option grant, and then being one hundred percent (100%) vested. Except as provided hereinabove or hereinafter, the terms and conditions of the 2006 Stock Option Plan of Vineyard National Bancorp shall apply to such option grants for all conditions and events.

4. Paragraph 13 shall be amended only to increase the automobile allowance to fifteen hundred dollars ($1,500) per month.

IN WITNESS WHEREOF, the parties have executed this Employment Agreement.

VINEYARD BANK, a national banking association

Dated: September 29, 2006   Dated: September 29, 2006

By: ______/s/ Xxxxx X. Xxxxxxx  ______ __/s/ Xxxxxx X. Morales__________

XXXXX X. XXXXXXX XXXXXX XXXXXXX XXXXXXX

Chairman of the Board

0000 Xxxxxx Xxxxxx Xxxxx

c/o Corporate Services

Xxxxxx, Xxxxxxxxxx 00000

Dated: September 29, 2006

By: __/s/ Xxxxxxx X. Keagle__________

XXXXXXX X. XXXXXX

Vice Chairman

VINEYARD NATIONAL BANCORP, a California corporation

Dated: September 29, 2006 Dated: September 29, 2006

By: _____/s/ Xxxxx X. Xxxxxxx  ___ ___/s/ Xxxxxxx X. Keagle_______

XXXXX X. XXXXXXX XXXXXXX X. XXXXXX

Chairman of the Board Vice Chairman

Xxxxxxx Executive Compensation Agreement

Addenda Schedule - 2006 Base Salary and Incentive Schedule

Amendment dated September 29, 2006

Base Salary: $ 475,000

Return on Average
Bancorp Equity		Incentive Payout %			Incentive Payout
0 -11%			0%		$	-
12.0 -12.9%			14%		$	66,500
13.0 -13.9%			20%		$	95,000
14.0 -14.9%			25%		$	118,750
15.0 -15.9%			30%		$	142,500
16.0 -16.9%			40%		$	190,000
17.0 -17.9%			50%		$	237,500
18.0 -18.9%			65%		$	308,750
19.0 -19.9%			80%		$	380,000
20.0 -20.9%			95%		$	451,250
21.0 +			100%		$	475,000