SEPARATION
AGREEMENT

     

    This
SEPARATION AGREEMENT
(the “Agreement”) is entered into as of December 21, 2009, by and between QNB
Corp., a Pennsylvania business corporation (the “Company”), QNB Bank, a state
chartered banking association (the “Bank”), and Robert C. Werner (the
“Executive”).

     

    WHEREAS, the Bank is a
wholly-owned subsidiary of the Company;

     

    WHEREAS, the Executive has served as
Executive Vice President and Chief Operating Officer of the Company and the
Bank;

     

    WHEREAS, the Company and the
Executive have mutually agreed that the Executive shall no longer serve as
Executive Vice President and Chief Operating Officer of the Company and the
Bank, and shall terminate employment with the Company and the Bank;
and

     

    WHEREAS, the parties now
desire to enter into this Agreement to, among other things, set forth the terms
and conditions relating to the termination of the Executive’s
employment.

     

    NOW THEREFORE, in consideration of the
premises and the covenants herein, the sufficiency of which is hereby
acknowledged, the Executive and the Company agree as follows:

     

    1.     
     Separation from Employment

     

    The
Executive’s employment with the Company and the Bank ceased effective November
23, 2009 (the “Termination Date”).  Effective as of the Termination
Date, the Executive no longer held his positions as Executive Vice President and
Chief Operating Officer of the Company and the Bank and did not hold any
position, office or title with the Company or the Bank after such
date.

     

    2.    
      Consideration and Other Compensatory
Matters

     

    (a)          Payments and
Benefits.  In consideration of the Executive’s agreement to (i)
be bound by the covenants set forth in Section 4 and (ii) the release
of claims set forth in Exhibit A, the Executive shall receive the following
payments and benefits, to which he is not otherwise entitled:

     

    (i)           The
Company shall pay the Executive the total sum of $101,543.52, less all
applicable federal, state, and local taxes, and other withholdings, in four
installments.  The first installment of $16,923.92 shall be paid on
January 1, 2010.  The second installment of $16,923.92 shall be paid
on January 23, 2010,  The third installment of $16, 923.92 shall be
paid on February 23, 2010.  The fourth installment of $50,771.76 shall
be paid on or by March 12, 2010.


    
      
         


      

      
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    (ii)       
  During the 6-month period following the Termination Date, the
Executive and his beneficiaries shall remain eligible to participate, on the
same terms and conditions as apply from time to time to the Company’s senior
executives generally, in the Company’s medical benefit plan; provided, however,
that such eligibility shall cease at such time as the Executive becomes eligible
to participate in a comparable plan of a subsequent employer; and provided,
further, that the Company shall have no obligation to continue to maintain
during such period any such plan, solely as a result of the provisions of this
Agreement.  If the Executive is precluded from participating in any
such plan by its terms or applicable law, the Company shall provide the
Executive with benefits that are reasonably equivalent to those that the
Executive would have received under such plan had he been eligible to
participate therein.  The continuation of the medical benefit plan
under this Section shall not count toward the coverage period required by
Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and
Section 601 of the Employee Retirement Income Security Act of 1974, as amended
(collectively, “COBRA”).  Executive’s eligibility for COBRA
continuation benefits shall begin on July 1, 2010.

     

    (iii)        All
stock options granted to the Executive pursuant to the Company’s equity
incentive plan(s) which are vested and outstanding as of the Termination Date
shall remain exercisable until the expiration of the term of such stock
options.  Subject to the foregoing restrictions, the Executive shall
be permitted to exercise the options pursuant to the methods permitted under the
applicable equity plan.

     

    (iv)        The
Executive shall receive payment of all fees and expenses related to the
provision of outplacement services through a firm of the Executive’s choice, not
to exceed $4,000; provided, however, that such outplacement expenses: (i) must
be incurred no later than the end of the second full calendar year following the
year of the Termination Date; and (ii) must be paid no later than the end of the
third full calendar year following the year of the Termination
Date.

    


    (b)          Coverage under Directors and
Officers Liability Policy.  The termination of the Executive’s
employment with the Company and the Bank shall not affect the Executive’s
coverage under the Company’s directors and officers liability policy for acts or
omissions by the Executive which occurred in the course of the Executive’s
performance of his duties and responsibilities on behalf of the Company and the
Bank, to the extent permitted and covered by such policy.

     

    (c)          Forfeiture of Unvested Stock
Options.  In light of the Executive’s termination of employment
with the Company and the Bank, the Executive shall forfeit all stock options
granted to him pursuant to the Company’s equity incentive plan(s) which are not
vested as of the Termination Date.

     

    (d)          No Additional Benefits or
Perquisites.  The Executive acknowledges and agrees that except
as provided herein and in Exhibit A, the Executive’s participation under any
benefit plan, program, policy or arrangement sponsored or maintained by the
Company and any perquisites (including, without limitation, any country club
membership and the obligation to pay any country club membership fees) shall
cease and be terminated as of the Termination Date, and the Executive’s
entitlement to previously accrued benefits under any plan, program, policy or
arrangement (including but not limited to accrued life insurance benefits) shall
be governed by the terms thereof as if the Executive’s employment with the
Company and the Bank was involuntarily terminated without “cause” (as such term
may be defined in any of the Company’s benefit plans, programs, policies or
arrangements).  The Executive further acknowledges and agrees that no
payment made by the Company pursuant hereto is subject to any employer matching
obligation or any other employer contribution under any benefit or deferred
compensation plan, whether or not any such payment is characterized as wages or
compensation.


    
      
         


      

      
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    3.           Release of Claims

     

    Notwithstanding
anything contained in this Agreement to the contrary, all payments and benefits
provided under this Agreement are subject to the Executive’s execution and
nonrevocation of the release of claims attached hereto as Exhibit A (the
“Release”).

     

    4.           Covenants
of Executive

     

    In
consideration of the payments and benefits under this Agreement, the Executive
agrees as follows:

     

    (a)        
Non-Disclosure.  The
Executive will not at any time, except in performance of his obligations to the
Company hereunder or with the prior written consent of the Company or as
required by law, directly or indirectly, reveal to any person, entity or other
organization (other than the Company, or its employees, officers, directors,
shareholders or agents) or use for his own benefit any confidential information
(“Confidential Information”) relating to the assets, liabilities, employees,
goodwill, business or affairs of the Company or any of its subsidiaries or
affiliates (such subsidiaries and affiliates collectively “Affiliates”),
including, without limitation, any information concerning past, present or
prospective customers, marketing, operating or financial data, or other
confidential information used by, or useful to, the Company or any of its
Affiliates and known (whether or not known with the knowledge and permission of
the Company or any of its Affiliates and whether or not at any time prior to the
Termination Date developed, devised, or otherwise created in whole or in part by
the efforts of the Executive) to the Executive by reason of his employment by,
shareholdings in or other association with the Company or any of its
Affiliates.  The Executive further agrees that he will retain all
copies and extracts of any written Confidential Information acquired or
developed by him during any such employment, shareholding or association in
trust for the sole benefit of the Company, its Affiliates and their successors
and assigns.  The Executive further agrees that he will not, without
the prior written consent of the Company, remove or take from the Company’s or
any of its Affiliate’s premises (or if previously removed or taken, he will
promptly return) any written Confidential Information or any copies or extracts
thereof.  Upon the request and at the expense of the Company, the
Executive shall promptly make all disclosures, execute all instruments and
papers and perform all acts reasonably necessary to vest and confirm in the
Company and its Affiliates, fully and completely, all rights created or
contemplated by this Section 4(a).  The term “Confidential
Information” shall not include information that is or becomes generally known or
available to the public other than as a result of a disclosure by, or at the
direction of, the Executive.  The Executive’s agreements set forth in
this Section 4(a) regarding Confidential Information are independent of,
and in addition to, his agreements set forth in the rest of the Section 4 and
shall not be construed either to enlarge or to contract the scope of such other
agreements.


    
      
         


      

      
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    The
Executive confirms that all Confidential Information is and shall remain the
exclusive property of the Company and its Affiliates.  All business
records, papers and documents kept or made by the Executive relating to the
business of the Company shall be and remain the property of the Company and its
Affiliates.

     

    (b)        
No
Solicitation.

     

    (i)          Until
the end of the one-year period following the Termination Date (the “Restricted
Period”), the Executive will not in any way, either alone or through a third
party, directly or indirectly, for the purpose of conducting or engaging in any
“Competing Business” (as hereinafter defined), call upon, solicit, advise or
otherwise do, or attempt to do, business with any person who is, or was, during
the then most recent 12-month period, a customer of the Company or any of its
Affiliates, or take away or interfere or attempt to take away or interfere with
any custom, trade, business, patronage or affairs of the Company or any of its
Affiliates.  Notwithstanding the foregoing, the Executive shall be
permitted to (A) engage in advertising or marketing campaigns, programs or other
efforts not primarily targeted to or at any customer of the Company or any of
its Affiliates and (B) respond to unsolicited inquiries.

     

    (ii)        
During the Restricted Period, the Executive will not in any way, either alone or
through a third party, hire or attempt to hire any person who is, or was during
the then most recent 12-month period, an employee, officer, representative or
agent of the Company or any of its Affiliates, or solicit, induce, or attempt to
solicit or induce any person who is an employee, officer, representative or
agent of the Company or any of its Affiliates to leave the employ of the Company
or any of its Affiliates, or violate the terms of their contracts, or any
employment arrangements, with it.

     

    For
purposes of this Section 4(b), the term “Competing Business” means any business
or activity which is directly in competition with any services or products sold
by, or any business or activity engaged in by, the Company or any of its
Affiliates within a 50-mile radius of any office or facility of the Company or
any of its Affiliates.

     

    (c)         Non-Disparagement.  The
Executive and the Company agree to refrain from performing any act, engaging in
any conduct or course of action or making or publishing any statements, claims,
allegations or assertions which have or may reasonably have the effect of
demeaning the name or reputation of the Executive or the Company or any of its
Affiliates, or any of its or their employees, officers, directors, agents or
advisors in their capacities as such or which adversely affects (or may
reasonably be expected adversely to affect) the best interests (economic or
otherwise) of any of them.  Nothing in this Section 4(c) shall
preclude the Executive or the Company from fulfilling any duty or obligation
that he or it may have at law, from responding to any subpoena or official
inquiry from any court or government agency, including providing truthful
testimony, documents subpoenaed or requested or otherwise cooperating in good
faith with any proceeding or investigation; or from taking any reasonable
actions to enforce such rights under this Agreement in accordance with the
dispute provisions specified in Section 8 hereof.


    
      
         


      

      
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    (d)         Cooperation.  The
Executive will reasonably cooperate with the Company, at mutually convenient
times and places, in connection with any administrative, regulatory, or
litigation proceedings or such like matters that may arise in the future, as to
matters regarding which the Executive may have personal knowledge because of his
employment with the Company and the Bank; provided that in no event will the
Executive be required to provide any such cooperation if such cooperation is
materially adverse to the Executive’s legal interests.  Such
cooperation will include providing information to the Company and its attorneys
with respect to any matter arising during or related to his employment, making
himself reasonably available to meet with Company personnel and the Company’s
attorneys, being interviewed by representatives of the Company, and
participating in such proceedings by deposition and testimony at
trial.  To the extent possible, the Company will limit the Executive’s
cooperation to regular business hours.  In any event, (i) in any
matter subject to this Section, the Executive will not be required to act
against the reasonable best interests of any new employer or new business
venture in which the Executive is an employee, partner or active participant and
(ii) any request for the Executive’s cooperation will take into account the
Executive’s other personal and business commitments.  The Company
shall reimburse the Executive for his reasonable out-of-pocket expenses (not
including attorney’s fees, legal costs, or lost time or opportunity) incurred in
connection with such cooperation.

     

    (e)         Confidentiality of
Agreement.  Unless and until this Agreement becomes generally
available to the public (other than as a result of disclosure by, or at the
direction of the Executive), the Executive agrees to maintain as confidential,
the terms and contents of this Agreement, except (i) as needed to obtain
legal counsel, financial, or tax advice, (ii)  to the extent required by
Federal, state, or local law or by order of court, or (iii) as otherwise
agreed to in writing by an officer of the Company.  The Executive
agrees not to discuss either the existence of or any aspect of this Agreement
with any employee or ex-employee of the Company.  The Executive agrees
to maintain as confidential the contents of the negotiations and discussions
resulting in this Agreement, except as permitted by clauses (i) through (iii) of
the preceding sentence.

     

    5.           Enforcement
of Restrictions

     

    (a)         Reasonableness.  The
Executive hereby acknowledges that: (i) the restrictions provided in this
Agreement (including, without limitation, those contained in Section 4
hereof) are reasonable in time and scope in light of the necessity of the
protection of the business of the Company; (ii) his ability to work and
earn a living will not be unreasonably restrained by the application of these
restrictions; and (iii) if a court concludes that any restrictions in this
Agreement are overbroad or unenforceable for any reason, the court shall modify
the relevant provision to the least extent necessary and then enforce as
modified.

     

    (b)         Cessation of Payments and
Benefits; Restitution.  If, during the Restricted Period, the
Executive, in the good faith judgment of the Company, breaches, in any material
respect, any of his obligations under Section 4, the Company shall have the
right, upon written notice to the Executive, to cease to make any further
payments or to provide any further benefits described in
Section 2(a).  In addition, upon such breach, the Company shall
have the right of restitution and/or offset of the payments and benefits
provided under Section 2(a) and the Executive shall have the obligation to
disgorge such payments and benefits.


    
      
         


      

      
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    (c)         Injunctive and Other
Relief.  The Executive recognizes and agrees that should he
fail to comply with the restrictions set forth herein, which restrictions are
vital to the protection of the Company’s business, the Company will suffer
irreparable injury and harm for which there is no adequate remedy at
law.  Therefore, the Executive agrees that in the event of the breach
or threatened breach by him of any of the terms and conditions of Section 4
hereof, in addition to the remedies available under Section 5(b), the
Company shall be entitled to preliminary and permanent injunctive relief against
him, or both, with nominal bond or other security, and any other relief as may
be awarded by a court having jurisdiction over the dispute.  Such
injunctive relief in any court shall be available to the Company and its
Affiliates in lieu of, or prior to or pending determination in, any arbitration
proceeding.  Further, the Executive agrees that the Restricted Period
shall be extended by a period of time equal to any period during which the
Executive shall be in breach of any of the covenants set forth in Section
4.  The rights and remedies enumerated in this Section 5 shall be
independent of each other, and shall be severally enforced, and such rights and
remedies shall be in addition to, and not in lieu of, any other rights or
remedies available to the Company in law or in equity.

     

    6.           Return
of Property

     

    The
Executive shall within five days following the Termination Date, diligently
locate all of the Company’s property within his possession and return to the
Company all of the Company’s property and information within his
possession.  Such property includes, but is not limited to,
automobiles, credit cards, computers, copy machines, facsimile machines, lap top
computers, entry cards, keys, building passes, computer software, manuals,
journals, diaries, files, lists, codes, documents, correspondence, and
methodologies particular to the Company and any and all copies
thereof.  Moreover, the Executive is strictly prohibited from
destroying, obliterating or altering any of the Company’s property covered by
this Section 6, and the Executive is strictly prohibited from making
copies, or directing copies to himself through e-mail or other transmission, of
any of the Company’s property covered by this Section 6.  After
the Termination Date, the Executive agrees to promptly respond to any reasonable
request by the Company to return the Company property in his possession and/or
control, and the Executive further agrees that should he later discover any the
Company property in his possession and/or control, he will promptly return it to
the Company without a specific request by the Company to do so.

     

    7.           Payment
and Cure

     

    If the
Company defaults in timely payment on the due date of any payment or amount due
under this Agreement, the Executive shall give written notice of such default to
the person specified in or pursuant to this Agreement to receive notice on
behalf of the Company.  The Company shall have ten (10) days
after the receipt of such a notice of default to cure any payment
default.


    
      
         


      

      
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    8.       
    Arbitration

     

    (a)         General.  Except
as provided below, any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration, conducted
before a single arbitrator in the Commonwealth of Pennsylvania, in accordance
with the rules of the American Arbitration Association then in
effect.  Judgment may be entered on the arbitrator’s award in any
court having jurisdiction.  Each party shall bear its own costs,
including legal fees and out-of-pocket expenses, incurred in connection with any
arbitration, and the party that does not prevail shall bear all expenses of the
arbitrator and all of the fees and costs charged by the American Arbitration
Association.

     

    (b)         Claims Not Subject to
Arbitration; Submission to Jurisdiction; Service of
Process.  The foregoing Section 8(a) shall not apply to an
effort by the Company to enforce, or to recover damages for a breach of, any
provision of Sections 4 or 5 hereof.  Any action or proceeding
relating to any of those provisions may be brought in the Court of Common Pleas
of Bucks County, Pennsylvania or the United States District Court for the
Eastern District of Pennsylvania.  The Executive irrevocably
(i) consents to the personal jurisdiction of each of those courts in any
action or proceeding relating to any provision of Sections 4 or 5 hereof,
(ii) agrees not to object to, or seek to change, the venue of any such
action or proceeding brought in any of those courts, whether because of
inconvenience of the forum or otherwise (but nothing in this Section will
prevent a party from removing an action or proceeding from a state court to a
Federal court sitting in that county), and (iii) agrees that process in any
such action or proceeding may be served by registered mail or in any other
manner permitted by the rules of the court in which the action of proceeding is
brought.

     

    9.     
      Assignment

     

    This
Agreement shall not be assignable by any party hereto, except by the Company to
any successor in interest to the respective businesses of the
Company.

     

    10.    
    Entire Agreement

     

    The terms
contained in this Agreement and the Release are the only terms agreed upon by
the Executive, the Company, and the Bank.  It is the express intent of
the parties that this Agreement fully integrates and expressly replaces any
other terms, conditions, conversations, discussions, or any other issues which
were discussed regarding the Executive’s employment with the Company and the
Bank, or for any and all reasons based on conduct which has occurred through the
date of executing this Agreement.  Any other conversations, promises,
or conditions which do not appear in this Agreement or the Release are waived or
rejected by agreement of the Executive, the Company, and the Bank.

     

    11.     
   Successors, Binding Agreement

     

    (a)         The
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation, or otherwise) to all or substantially all of the business
and/or assets of the Company to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place.  Failure
by the Company to obtain such assumption and agreement prior to the
effectiveness of any such succession shall constitute a material breach of this
Agreement.


    
      
         


      

      
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    (b)         This
Agreement shall inure to the benefit of and be enforceable by the Executive’s
personal or legal representatives, executors, administrators, heirs,
distributees, devisees, and legatees.  The Company’s rights and
obligations under this Agreement shall inure to the benefit of and shall bind
the Company, its successors and assigns.  If the Executive should die
while any amount is payable to him under this Agreement if he had continued to
live, all such amounts shall be paid in accordance with the terms of this
Agreement to his devisee, legatee, or other designee, or, if there is no such
designee, to his estate.

     

    12.    
    Severability

     

    If any
provision of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remaining provisions shall nevertheless
continue in full force and effect.

     

    13.      
  Notices

     

    All
notices and other communications hereunder shall be in writing.  Any
notice or other communication hereunder shall be deemed duly given if it is sent
by registered or certified mail, return receipt requested, postage prepaid, and
addressed to the intended recipient at the addresses maintained in the Company’s
records.  Notices sent to the Company should be directed to the
attention of the Company’s Chief Executive Officer.

     

    14.   
     Counterpart Agreements

     

    This
Agreement may be executed in multiple counterparts, whether or not all
signatories appear on these counterparts, and each counterpart shall be deemed
an original for all purposes.

     

    15.   
     Governing Law

     

    This
Agreement shall be governed by and construed under the internal laws of the
Commonwealth of Pennsylvania, without regard to its conflict of laws
principles.

     

    16.   
     No Waiver

     

    The
Company’s waiver or failure to enforce any term of this Agreement on one
instance shall not constitute a waiver of its rights under this Agreement with
respect to any other violations.

     

    17.     
   Application of Code Section 409A

     

    The
intent of the parties is that payments and benefits under this Agreement comply
with Code Section 409A and applicable guidance promulgated thereunder
(collectively, “Section 409A”) and, accordingly, to the maximum extent
permitted, this Agreement shall be construed in a manner consistent with the
requirements for avoiding taxes and penalties under Section 409A.  The
Company shall not be liable for any additional tax, interest or penalties that
may be imposed on the Executive by Section 409A or any damages for failing
to comply with Section 409A.

     

    
      
        

      

    

     

    The
parties have duly executed this Agreement as of the date first written
above.


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.

    


    
      
        
          
            
              
                
                  
                    
                      	
                              QNB
      CORP.

                            
	 
	
                              /s/ Thomas J. Bisko

                            
	
                              By:  Thomas
      J. Bisko

                            
	
                              Title:
      President and Chief Executive Officer

                            
	 
	
                              QNB
      BANK

                            
	 
	
                              /s/ Thomas J. Bisko

                            
	
                              By:  Thomas
      J. Bisko

                            
	
                              Title:
      President and Chief Executive Officer

                            
	 
	
                              EXECUTIVE

                            
	 
	
                              /s/ Robert C. Werner

                            
	
                              By:  Robert
      C.
Werner

                            


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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    EXHIBIT
A

     

    RELEASE
AGREEMENT

     

    THIS RELEASE AGREEMENT (this
“Release Agreement”) is made as of this 21st day of December, 2009, by and
between QNB Corp. (the “Employer”) and Robert C. Werner (the
“Executive”).  In consideration of the mutual agreements set forth
below, the Executive and the Employer hereby agree as follows:

     

    1.           Releases.

     

    a.   
 In consideration of the payments and benefits required to be provided to
the Executive under the separation agreement between the Employer, QNB Bank (the
“Bank”), and the Executive, dated December, 2009, (the “Separation Agreement”)
and after consultation with counsel, the Executive, for himself and on behalf of
each of the Executive’s heirs, executors, administrators, representatives,
agents, successors and assigns (collectively, the “Executive Releasors”), hereby
irrevocably and unconditionally releases and forever discharges the Employer,
its subsidiaries, joint ventures and other affiliates, and each of its officers,
employees, directors, shareholders, and agents (collectively, the “Employer
Releasees”) from any and all claims (including claims for attorney’s fees),
actions, causes of action, rights, judgments, obligations, damages, demands,
accountings, or liabilities of whatever kind or character (collectively,
“Claims”), including, without limitation, any Claims under any Federal, state,
local, or foreign law, that the Executive Releasors may have, or in the future
may possess, arising out of (i) the Executive’s employment relationship
with and service as an employee, officer, or director of the Employer, its
subsidiaries, joint ventures and other affiliates, or the termination of the
Executive’s service in any and all of such relevant capacities or (ii) any
event, condition, circumstance, or obligation that occurred, existed, or arose
on or prior to the date hereof; provided, however, that the release set forth in
this Section shall not apply to (A) the payment and/or benefit obligations
of the Employer or any of its subsidiaries, joint ventures, and other
affiliates, (collectively, the “Employer Group”) under the Separation Agreement,
(B) any Claims the Executive may have under any plans or programs not
covered by the Separation Agreement in which the Executive participated and
under which the Executive has accrued and become entitled to a benefit,
including, but not limited to, certain pension and life insurance benefits,
(C) any indemnification or other rights the Executive may have in
accordance with the governing instruments of any member of the Employer Group or
under any director and officer liability insurance maintained by the Employer or
any such group member with respect to liabilities arising as a result of the
Executive’s service as an officer and employee of any member of the Employer
Group or any predecessor thereof, (D) the Employee’s right to receive
unemployment compensation which the Company acknowledges it has not and will not
contest, (E) the Employee’s rights to any of his checking or savings accounts
with the Company, and (F) any rights which are not waivable by
law.  Except as provided in the immediately preceding sentence, the
Executive Releasors further agree that the payments and benefits as required by
the Separation Agreement shall be in full satisfaction of any and all Claims for
payments or benefits, whether express or implied, that the Executive Releasors
may have against the Employer or any member of the Employer Group arising out of
the Executive’s employment relationship and the Executive’s service as an
employee, officer or director of the Employer or a member of the Employer Group
or the termination thereof, as applicable.  Anything to the contrary
notwithstanding in this Release Agreement, nothing herein shall release the
Employer Releasees from any claims or damages based on (i) any Claims that arise
after the date of this Release Agreement, or (ii) any right the Executive may
have to obtain contribution as permitted by law in the event of entry of
judgment against the Executive as a result of any act or failure to act for
which the Employer and the Executive are jointly liable.


    
      
         


      

      
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    b.     In
consideration of the general release and other covenants of the Executive
herein, and after consultation with counsel, the Employer for itself and on
behalf of each of its majority owned subsidiaries and affiliated companies and
each of their officers, employees, directors, shareholders, and agents
(collectively, the “Employer Releasors”), hereby irrevocably and unconditionally
releases and forever discharges the Executive and each of the Executive’s heirs,
executors, administrators, representatives, agents, successors and assigns
(collectively, the “Executive Releasees”), from any and all known Claims (but
only to the extent of such known Claims) that the Employer Releasors had, may
have had or now has against the Executive Releasees, as of the date of this
Release Agreement by the Employer, arising out of or relating to the Executive’s
employment relationship, or the termination of that relationship, with the
Employer Group, including, but not limited to, any Claim arising under any
Federal, state, local, or foreign law.  Anything to the contrary
notwithstanding in this Release Agreement, nothing herein shall release the
Executive Releasees from any claims or damages based on (i) any Claims (or
further Claims) unknown to the Employer Releasors as of the date of this Release
Agreement, (ii) any Claims that arise after the date of this Release Agreement,
or (iii) any right the Employer may have to obtain contribution as permitted by
law in the event of entry of judgment against the Employer as a result of any
act or failure to act for which the Executive and the Employer are jointly
liable.

     

    2.           Specific Release of
Claims.  In further consideration of the payments and benefits
provided to the Executive under the Separation Agreement, the Executive
Releasors hereby unconditionally release and forever discharge the Employer
Releasees from any and all Claims that the Executive Releasors may have in
connection with the Executive’s employment or termination of employment, arising
under:

     

    a.    Title VII
of the Civil Rights Act of 1964, the Age Discrimination in Employment Act
(“ADEA”), the Americans With Disabilities Act of 1990 (“ADA”), the
Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993 (“FMLA”),
and any similar Federal, state or local laws, including without limitation, the
Pennsylvania Human Relations Act, as amended and any other non-discrimination
and fair employment practices laws of any state and/or locality in which the
Executive works or resides, all as amended;

     

    b.    the
Fair Credit Reporting Act (“FCRA”), the Employee Retirement Income Security Act
of 1974 (“ERISA”), the Worker Adjustment and Retraining Notification Act
(“WARN”); and

     

    c.    all
common law Claims including, but not limited to, actions in tort and for breach
of contract, including, without limitation, Claims for incentive payments and/or
commissions, including but not limited to, Claims for incentive and/or
commission payments under any Employer incentive or commission plan, Claims for
severance benefits, all Claims to any non-vested ownership interest in the
Employer, contractual or otherwise, including but not limited to Claims to
unvested stock or stock options.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    This
release applies to any and all Claims that the Executive may have relating to
rights, known or unknown to him, resulting from a change in ownership control of
the Employer, including, without limitation, rights pursuant to severance
agreements, severance plans, incentive plans, equity compensation plans, or any
other plan or agreement relating to the Executive’s employment.

     

    Notwithstanding
anything contained herein to the contrary, no portion of any release contained
in any section of this Release Agreement shall release the Employer or the
Employer Group from any Claims the Executive may have for breach of the
provisions of this Release Agreement or to enforce this Release Agreement, that
arise after the date of this Release Agreement, or to challenge the validity of
the Executive’s release of ADEA Claims.

     

    By
signing this Release Agreement, the Executive hereby acknowledges and confirms
the following: (i) the Executive was advised by the Employer in connection
with his termination of employment to consult with an attorney of his choice
prior to signing this Release Agreement and to have such attorney explain to the
Executive the terms of this Release Agreement, including, without limitation,
the terms relating to the Executive’s release of Claims arising under this
Section, and the Executive has in fact consulted with an attorney; (ii) the
Executive was given a period of not fewer than 21 days to consider the terms of
this Release Agreement prior to its signing; and (iii) the Executive
knowingly and voluntarily accepts the terms of this Release
Agreement.

     

    3.           No Assignment of
Claims.  The Executive represents and warrants that he has not
assigned any of the Claims being released hereunder.

     

    4.           Complaints.  The
Executive affirms that he has not filed any complaint against any Employer
Releasee with any local, state or Federal court and agrees not to do so in the
future, except for Claims challenging the validity of the release of ADEA
Claims.  The Executive affirms further that he has not filed any
claim, charge or complaint with the United States Equal Employment Opportunity
Commission (“EEOC”) or any state or local agency authorized to investigate
charges or complaints of unlawful employment discrimination (together,
“Agency”).  The Executive understands that nothing in this Release
Agreement prevents him from filing a charge or complaint of unlawful employment
discrimination with any Agency or assisting in or cooperating with an
investigation of a charge or complaint of unlawful employment discrimination by
an Agency; provided however that, the Executive acknowledges that he may not be
able to recover any monetary benefits in connection with any such claim, charge,
complaint or proceeding and disclaim entitlement to any such
relief.  Furthermore, if any Agency or court has now assumed or later
assumes jurisdiction of any claim, charge or complaint on the Executive’s behalf
against any Employer Releasee, the Executive will disclaim entitlement to any
relief.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    5.           Revocation.  This
Release Agreement may be revoked by the Executive within the seven-day period
commencing on the date the Executive signs this Release Agreement (the
“Revocation Period”).  In the event of any such revocation by the
Executive, all obligations of the parties under this Release Agreement shall
terminate and be of no further force and effect as of the date of such
revocation.  No such revocation by the Executive shall be effective
unless it is in writing and signed by the Executive and received by the Employer
prior to the expiration of the Revocation Period.  In the event of
revocation, the Executive shall not be entitled to the payments and benefits
under the Separation Agreement, the receipt of which is conditioned on the
Executive’s execution of this Release Agreement.

     

    6.           No Admission of
Liability.  The Executive agrees that this Release Agreement
does not constitute, nor should it be construed to constitute, an admission by
the Employer of any violation of Federal, state, or local law, regulation, or
ordinance, nor as an admission of liability under the common law or for any
breach of duty the Employer owed or owes to the Executive.

     

    7.           Representations and
Warranties.  The Executive acknowledges and agrees that (i) he
is not aware of nor has he reported any conduct by any of the Employer Releasees
that violates any Federal, state, or local law, rule, or regulation and
(ii) in connection with offering the payments and benefits provided under
the Separation Agreement, the Employer has not provided to the Executive, and
has no obligation to provide to the Executive, any material non-public
information as defined in applicable Federal securities laws, concerning the
Employer.

     

    8.           Confidentiality.  The
Executive agrees to maintain as confidential, the terms and contents of this
Release Agreement, and the contents of the negotiations and discussions
resulting in this Release Agreement, except (i) as needed to obtain legal
counsel, financial, or tax advice, (ii) to the extent required by Federal,
state, or local law or by order of court (iii) as needed to challenge the
release of ADEA Claims or to participate in an Agency investigation, or
(iv) as otherwise agreed to in writing by an officer of the
Employer.  The Executive agrees not to discuss either the existence of
or any aspect of this Release Agreement with any employee or ex-employee of the
Employer.

     

    9.           Violation.  If
the Executive violates any provision of this Release Agreement, the Employer
will be entitled to the immediate repayment of all payments and benefits paid
pursuant to the Separation Agreement.  The Executive agrees that
repayment will not invalidate this Release Agreement and acknowledges that he
will be deemed conclusively to be bound by the terms of this Release Agreement
and to waive any right to seek to overturn or avoid it.  If the
Executive violates any provisions of this Release Agreement before all of the
payments and benefits under the Separation Agreement have been provided, the
Employer may discontinue any unpaid conditional payments and
benefits.

     

    10.           Additional Damages Available
for Violation. The Executive agrees that the Employer will maintain all
rights and remedies available to it at law and in equity in the event the
Executive violates any provision of this Release Agreement.  These
rights and remedies may include, but may not be limited to, the right to bring
court action to recover all consideration paid to the Executive pursuant to this
Release Agreement and any additional damages the Employer may suffer as a result
of such a breach.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    11.           Entire Agreement and
Amendment.  This Release Agreement contains and constitutes the
entire understanding and agreement between the parties hereto with respect to
the Executive’s waiver and release of Claims against the Employer and cancels
all previous oral and written negotiations, agreements, commitments and writings
in connection therewith.  This Release Agreement shall be binding upon
the parties and may not be modified in any manner, except by an instrument in
writing of concurrent or subsequent date signed by a duly authorized
representative of the parties and their respective agents, assign, heirs,
executors, successors, and administrators.  No delay or omission by
the Employer in exercising any right under this Release Agreement shall operate
as a waiver of that or any other right.  A waiver or consent given by
the Employer on any one occasion shall be effective only in that instance and
shall not be construed as a bar or waiver of any right on any other
occasion.

     

    12.           Applicable
Law.  This Release Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania without regard
to choice of law principles, and except as preempted by Federal
law.  Should any provision of this Release Agreement be declared or be
determined by any court of competent jurisdiction to be illegal or invalid, the
validity of the remaining parts, terms or provisions shall not be affected
thereby and the illegal or invalid part, term, or provision will be deemed not
to be a part of this Release Agreement.

     

    13.           Assignment.  The
Executive’s rights and obligations under this Release Agreement shall inure to
the benefit of and shall bind the Executive, his heirs, administrators,
representatives, executors, successors, beneficiaries and
assigns.  The Employer’s rights and obligations under this Release
Agreement shall inure to the benefit of and shall bind the Employer, its
successors and assigns.  The Executive may not assign this Release
Agreement.  The Employer may assign this Release
Agreement.

     

    14.           Severability.  If
any provision of this Release Agreement is held unenforceable by a court of
competent jurisdiction, all remaining provisions shall continue in full force
and effect without being impaired or invalidated in any way.

     

    15.           Notices.  All
notices and other communications hereunder shall be in writing.  Any
notice or other communication hereunder shall be deemed duly given if it is sent
by registered or certified mail, return receipt requested, postage prepaid, and
addressed to the intended recipient at the addresses maintained in the
Employer’s records.  Notices sent to the Employer should be directed
to the attention of its Chief Executive Officer.

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    The
Executive is hereby advised that the Executive has up to twenty-one (21)
calendar days to review this Release Agreement and that the Executive should
consult with an attorney of the Executive’s choice prior to execution of this
Release Agreement.

     

    The
Executive agrees that any modifications, material or otherwise, made to this
Release Agreement do not restart or affect in any manner the original twenty-one
(21) calendar day consideration.

     

    Having
elected to execute this Release Agreement, to fulfill the promises and to
receive the payments and benefits under the Separation Agreement, the Executive
freely and
knowingly, after due consideration, enters into this Release Agreement
intending to waive, settle and release all claims the Executive has or might
have against the Employer.

     

    Statement by the Executive
who is signing below.  By signing this Release Agreement, I
acknowledge that the Employer has advised and encouraged me to consult with an
attorney prior to executing this Release Agreement.  I have carefully
read and fully understand the provisions of this Release Agreement and have had
sufficient time and opportunity (over a period of 21 days) to consult with my
personal tax, financial and legal advisors prior to executing this Release
Agreement, and I intend to be legally bound by its terms.

     

    IN
WITNESS WHEREOF, the Employer (on its behalf and on behalf of the members of the
Employer Group) and the Executive, intending to be legally bound have executed
this Release Agreement on the day and year first above written.

     

    
      
        
          
            	
                    QNB
      CORP.

                  
	 
      
	
                    /s/ Thomas J. Bisko

                  
	
                    By:

                  	
                    Thomas J. Bisko

                  
	
                    Title:

                  	
                    President and Chief Executive
      Officer

                  
	 
      
	
                    EXECUTIVE

                  
	 
      
	
                    /s/ Robert C. Werner

                  
	
                    Robert
      C. Werner

                  


          

        

      

    


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    ELECTION
TO EXECUTE PRIOR TO EXPIRATION

    OF TWENTY-ONE DAY
CONSIDERATION PERIOD


     

    I, Robert
C. Werner, understand that I have at least twenty-one (21) calendar days to
consider and execute this Release Agreement.  After having had the
opportunity to consult with counsel, however, I have freely and voluntarily
elected to execute this Release Agreement prior to the expiration of the
twenty-one (21) calendar day period.

     

    
      	
              /s/ Robert C. Werner

            	 
      	
              December 16, 2009

            
	
              Robert
      C. Werner

            	 
      	
              Date

            


    


    
      
         


      

      
        16