QNB CORP.

The Committee has the authority to determine the effects of a “change in control” of QNB on awards under the Plan, including whether or not awards will become exercisable and fully vested upon the occurrence of a “change in control.” The term “change in control” is defined in the Plan as follows: (i) the acquisition of beneficial ownership by an person or entity of securities representing 51% or more of the combined voting power of QNB’s outstanding securities; (ii) completion, in one or a series of related transactions, of a sale, exchange, or transfer of substantially all of QNB’s assets; (iii) consummation of a merger, consolidation, statutory share exchange, or similar transaction involving QNB and requires the approval by QNB’s shareholders (unless QNB is the surviving entity in the subject transaction); (iv) the date that is ten business days prior to a complete dissolution or liquidation of QNB; or (v) a change in the composition of a majority of the Board of Directors over a twelve-month period unless new directors were approved by a vote of 66-2/3% of directors in office who were directors at the beginning of such period.