Exhibit 10.1


 


AGREEMENT


 


This Agreement, dated as of June 16, 2008 (“Agreement”),
is by and among Team Financial, Inc., a Kansas corporation (the “Company”), and the other persons and entities that are
signatories hereto (collectively, the “Bicknell Group,”
and each, individually, a “member” of the Bicknell Group) which are or may be
deemed to be the members of a “group” with respect to the common stock of the
Company, no par value per share (the “Common Stock”),
pursuant to Rule 13d-5 promulgated by the Securities and Exchange
Commission (the “SEC”) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).


 


WHEREAS, the Bicknell Group and the Company have communicated with one
another regarding corporate governance matters; and


 


WHEREAS, the Company and each of the members of the Bicknell Group have
determined that the interests of the Company and its shareholders would be best
served by entering into this Agreement.


 


NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree
as follows:


 


1.             Representations and Warranties of the Company.  The Company hereby
represents and warrants to the Bicknell Group that (a) this Agreement has
been duly authorized, executed and delivered by the Company, and is a valid and
binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as enforcement thereof may be limited by
applicable banking, bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or similar laws generally affecting the rights of
creditors and subject to general equity principles; and (b) neither the
execution of this Agreement nor the consummation of any of the transactions
contemplated hereby nor the fulfillment of the terms hereof, in each case in
accordance with the terms hereof, will conflict with, result in a breach or
violation or imposition of any lien, charge or encumbrance upon any property or
assets of the Company or any of its subsidiaries pursuant to the terms of any
indenture, contract (except for the amendment of the employment agreement between
Robert J. Weatherbie and the Company to remove the position of Chairman of the
Board from his positions with the Company), lease, mortgage, deed of trust,
note agreement, loan agreement or other agreement, obligation, condition,
covenant or instrument to which the Company or any of its subsidiaries is a
party or bound or to which its or their property is subject.


 


2.             Representations and Warranties of the Bicknell Group.  Each member of the
Bicknell Group represents and warrants to the Company that (a) this
Agreement has been duly authorized, executed and delivered by such member, and
is a valid and binding 


 


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obligation
of such member, enforceable against such member in accordance with its terms,
except as enforcement thereof may be limited by applicable banking, bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or similar laws
generally affecting the rights of creditors and subject to general equity
principles; (b) as of the date of this Agreement, the Bicknell Group and
its members’ respective Affiliates and Associates currently own in the
aggregate 427,025 shares of Common Stock and (c) any person who joins the
Bicknell Group after the date hereof, as such group is reported pursuant to Rule 13d-5
promulgated by the SEC under the Securities Exchange Act, shall agree to comply
with the provisions of Section 5 of this Agreement during the term hereof.


 


3.             2008 Shareholder Meeting Matters.


 


(a)           Promptly after execution of this Agreement, the Company
shall adjourn or postpone its 2008 Annual Meeting of Shareholders to a date
reasonably practicable (the “Reconvened 2008 Annual
Meeting”) in order to resolicit proxies pursuant to the Exchange Act
and the rules and regulations promulgated thereunder in respect of the
matters addressed hereinbelow.


 


(b)           Denis Kurtenbach and Carolyn Jacobs have informed the
Company that they will not stand for election at the 2008 Annual Meeting of
Shareholders originally scheduled to be held on June 17, 2008.  The Nominating Committee of the Board of
Directors of the Company (the “Nominating Committee”)
has nominated Jeffrey L. Renner and Richard J. Tremblay to the Company’s slate
of Class III director nominees, subject to (i) receipt of their
respective written acknowledgment of their respective willingness to serve as
nominees of the Board of Directors of the Company (the “Board”)
and to serve as a director if elected, and (ii) any necessary
non-objection to their election by the Board of Governors of the Federal
Reserve System (“Federal Reserve Board”).  If either of these Class III nominees
decline to stand for nomination to the Board, then within sixty (60) days after
the date of this Agreement, the Nominating Committee will propose different
nominees (i) who possess business experience in such areas as would
reasonably be expected to enhance the Board (ii) who will qualify as “independent”
under the listing standards of The Nasdaq Stock Market, Inc. (Marketplace Rule 4200
and any successor thereto) and Item 407(a) of Regulation S-K
promulgated by the SEC, and (iii) who do not have a relationship with the
Bicknell Group, the Company or any of the Company’s executive officers that
would impair the independence of such director in carrying out the responsibilities
of a director of the Company.


 


(c)           Harold G. Sevy, Jr., director, has agreed to tender his
resignation as a director, effective not later than the Reconvened 2008 Annual
Meeting and the Board of Directors will concurrently amend and restate the
Bylaws to fix the size of the board at eight directors.


 


(d)           The Company shall include the foregoing nominees for
election as Class III directors of the Company at the Reconvened 2008
Annual Meeting with such persons to serve, if elected, until their successors
have been duly elected and qualified.  


 


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The
Company shall use its reasonable best efforts to cause the election of such
nominees at the Reconvened 2008 Annual Meeting including, without limitation,
recommending that the Company’s shareholders vote in favor of the election of
the nominees at the Reconvened 2008 Annual Meeting and voting the shares of
Common Stock represented by all proxies granted by shareholders in connection
with the solicitation of proxies by the Board of Directors in connection with
the meeting in favor of such directors, except for such proxies that
specifically indicate a vote to withhold authority with respect to such
directors.  Neither the Board nor the
Company shall take any position, make any statements or take any action
inconsistent with such recommendations. 
The Company shall schedule the Reconvened 2008 Annual Meeting as soon as
practicable and the Company shall not further postpone or reschedule the
Reconvened 2008 Annual Meeting without the prior written consent of the
Bicknell Group or except as otherwise required by applicable law.


 


(e)           The Bicknell Group shall vote all shares of Common Stock it
is entitled to vote in favor of any postponement or adjournment of the 2008 Annual
Meeting of the Shareholders of the Company and in favor of the Board’s slate of
nominees for election as Class III directors of the Company at the
Reconvened 2008 Annual Meeting by person or by proxy, and any postponement or
adjournment thereof, and not in favor of any other nominees to serve on the
Board, provided that such slate consists of the director nominees selected
above, or other director nominees acceptable to the Bicknell Group.  No member of the Bicknell Group shall take
any position, make any statements, written or oral, or take any action
inconsistent with the foregoing, provided that the Company has not breached
this Agreement.  The Bicknell Group shall
ensure that it will present, in person or by proxy, and will cause its
Affiliates owning Common Stock to be present, in each case, in person or by
proxy, at the Reconvened 2008 Annual Meeting so that all Common Stock
beneficially owned by the Bicknell Group and its Affiliates will be counted for
purposes of determining the presence of a quorum at the Reconvened 2008 Annual
Meeting.


 


(f)            If at any time during the term of the Class III
directors to be elected at the Reconvened 2008 Annual Meeting there shall occur
a vacancy in the Board seat previously occupied by such director by reason of
the resignation, removal, death or incapacity of the director, then the Company
shall take all necessary action to promptly fill such vacancy with a person
reasonably acceptable to the Nominating Committee of the Board, with business
experience in such areas as would reasonably be expected to enhance the Board,
and who does not have a relationship with the Bicknell Group, the Company or
any of the Company’s executive officers that would impair the independence of
such director in carrying out the responsibilities of a director of the
Company.


 


(g)           The Company shall provide the Bicknell Group with true and
complete copies of any draft preliminary or definitive proxy statements in
respect of the Reconvened 2008 Annual Meeting as well as the current report on Form 8-K
being filed with respect to this Agreement, not less than three (3) calendar
days in the case of proxy statements, and not less than one (1) business
day in the case of the Form 8-K, prior to 


 


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the
filing thereof, in order to provide the Bicknell Group with a reasonable
opportunity to review and comment thereon. 
The Company shall consider in good faith and in compliance with
applicable laws any comments of the Bicknell Group and its counsel.  The Company shall use the language, or a
summary thereof that is agreed upon in the foregoing filings, in all other SEC
filings that disclose, discuss, refer to or are being filed in response to or
as a result of this Agreement.


 


4.             Company Covenants.


 


(a)           Promptly after the reconvened 2008 annual meeting, the
Strategic Planning Committee (the “Strategic Planning
Committee”) of the Board will be reconstituted to consist of Jeffrey
L. Renner and Richard J. Tremblay (or their respective substitute Class III
nominee if either is not willing to serve as a nominee of the Board or his
respective election is not approved by the Federal Reserve Board) and Connie D.
Hart (with Ms. Hart serving as Chairperson).  The responsibilities of the Strategic
Planning Committee will include refining the long-term strategic plan for the
operation of the Company’s business and to explore all strategic alternatives
to maximize and improve shareholder value of the Company (including, without
limitation, a strategic acquisition, merger or sale of the Company).


 


(b)           The Company and its management team shall provide the
Strategic Planning Committee with access to such information and materials,
including, without limitation, the books, records, projections and financial
statements of the Company, and any documents, reports or studies as may be
requested by the Strategic Planning Committee to assist the Strategic Planning
Committee in the discharge of its duties. 
In addition, the Strategic Planning Committee shall be authorized to
engage such outside financial consultants and advisors reasonably independent
of the Company and the Bicknell Group as it deems necessary or appropriate to
assist the Strategic Planning Committee in the discharge of its duties, and the
Company shall pay the fees and expenses of all such consultants and
advisors.  In connection therewith, the
Strategic Planning Committee shall retain a nationally recognized investment
banking firm, at the Company’s expense, to assist the Strategic Planning
Committee.


 


(c)           The Board shall meet promptly after the Reconvened 2008
Annual Meeting and elect the standing committees of the Board.  The Board will comply with applicable Nasdaq
requirements for its committees.  The
Audit Committee shall be composed of Greg Sigman, who will be elected as
Chairman, Connie Hart and Jeffrey L. Renner (or a substitute Class III
nominee if he is not willing to serve as the Board’s nominee or his election is
not approved by the Federal Reserve Board). 
The Nominating Committee shall be composed of Robert M. Blachly, who
shall be Chairman, Gregory D. Sigman and Kenneth L. Smith.  The Compensation Committee shall be composed
of Kenneth L. Smith, who shall be Chairman, Connie Hart and Jeffrey L. Renner
(or a substitute Class III nominee if he is not willing to serve as the
Board’s nominee or his election is not approved by the Federal Reserve
Board).  Each other director of the
Company will have the right to participate as an observer in meetings of any of
the foregoing committees, except where the applicable committee determines that
the 


 


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presence
of non-committee members is inconsistent with applicable regulatory
requirements or committee charters.


 


(d)           The Company shall not extend its Rights Agreement with American
Securities Transfer & Trust, Inc. as Rights Agent, beyond the
Final Expiration Date, as defined therein as June 3, 2009 or adopt or
enter into any agreement or plan or substantially the same nature without the
affirmative vote by the holders of at least a majority of the quorum present at
a meeting of the shareholders, in person or by proxy, held in accordance with
Kansas law.


 


(e)           The Company agrees to use its reasonable best efforts to
amend and restate its Bylaws to eliminate classification of its Board for the
2009 election of directors and thereafter. 
The Company agrees to solicit resignations from the directors with terms
expiring after 2009, to become effective immediately prior to the 2009 annual
meeting, so that all directors can be elected at the 2009 meeting.


 


(f)            At the Board meeting to be held promptly after the
Reconvened 2008 Annual Meeting, the Board shall elect the executive officers of
the Company and the Board shall elect Connie D. Hart as the Chairman of the
Board of Directors.


 


(g)           In the event that any member of the Bicknell Group is in
material breach of its obligations under this Agreement, and such material
breach is not cured within thirty (30) days after written notice thereof is
provided to the Bicknell Group by the Company, then in addition to any other
remedies that the Company may have, the provisions of Section 4(d), 4(e) and
4(f) shall also terminate.


 


(h)           Notwithstanding any language in this Agreement to the
contrary the Company and its Board shall not be prohibited from nominating
directors or soliciting proxies for the election of directors, making related
public filings or related announcements or taking any other related actions, in
each case related to the 2009 Annual Meeting of Shareholders of the Company
(the “2009 Annual Meeting”).


 


5.             Bicknell Group Covenants.


 


(a)           Within two (2) Business Days of the date of this
Agreement, the Bicknell Group will file, or cause to be filed on its behalf,
with the SEC an amendment to its Schedule 13D with respect to the Company disclosing
the material contents of this Agreement. 
In addition to the foregoing, each member of the Bicknell Group agrees
that during the period beginning on the date hereof and ending immediately
following the earlier of June 30, 2009 or the 2009 Annual Meeting, and
except as otherwise specifically provided herein, that it will not, and it will
cause each of its Affiliates not to, directly or indirectly, alone or in
concert with others, take any of the actions set forth below:


 


i.              effect, seek, offer, propose (whether publicly or otherwise)
or cause or participate in, or assist, encourage or seek to persuade, any other
person to effect, seek, offer or propose (whether publicly or otherwise) or
participate in:


 


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a.             any tender offer or exchange offer
involving Common Stock; provided, however, that this clause (i) will
be inoperative to the extent a third party which is not an Affiliate of the
Bicknell Group commences a hostile tender offer or exchange offer with respect
to Common Stock or (ii) the Board of Directors of the Company is
recommending or otherwise supporting a tender offer or exchange offer by a
third party that is not an Affiliate of the Bicknell Group;


 


b.             any merger, consolidation, share exchange,
business combination, sale of assets, recapitalization, restructuring,
dividend, distribution, self tender, stock repurchase, liquidation, dissolution
or other extraordinary transaction with or involving the Company or any of its
subsidiaries or any portion of the business or the assets of the Company or any
of its subsidiaries; provided, however, that (i) if the Company
commences a process to complete any of the activities of the Company set forth
in this subsection (b), or (ii) the Board of Directors has determined to
enter into an agreement with respect to any of the activities set forth in this
subsection (b), then the Bicknell Group will have the opportunity (x) to
participate in such process under the same procedures and guidelines
established for the other participants in the process or (y) propose a
similar type of transaction, respectively; or


 


c.             any “solicitation” of “proxies” (as such
terms are used in the proxy rules of the SEC) with respect to the Company
or any action resulting in such person becoming a “participant” in any “election
contest” (as such terms are used in the proxy rules of the SEC) with
respect to the Company.


 


ii.             propose
any matter for submission to a vote of shareholders of the Company;


 


iii.            grant
any proxy or rights with respect to any Common Stock to any person not
designated by the Company;


 


iv.            execute
any written consent, waiver or demand with respect to any Common Stock;


 


6

















 


v.             call
or seek to have called any meeting of the holders of the Common Stock;


 


vi.            initiate
or seek to initiate any solicitation of the holders of Common Stock;


 


vii.           take
any action to seek to amend any provision of the Articles of Incorporation or
the Bylaws of the Company;


 


viii.          take
any action that could reasonably be expected to force the Company to make any
public disclosure with respect to any of the types of matters described in
clauses (i) through (vii), or announce any intention to take any action of
the type described in clauses (i) through (vii); or


 


ix.            enter
into any discussions, negotiations, arrangements or understandings with any
person other than the Company with respect to any of the foregoing, or advise,
assist, encourage or seek to persuade others to take any action with respect to
any of the foregoing.


 


(b)           Notwithstanding any language in this Agreement to the
contrary, no member of the Bicknell Group or the Affiliates of such member
shall be prohibited from taking any of the actions otherwise prohibited in this
Agreement in connection with the 2009 Annual Meeting relating to (x) nominating
directors or soliciting proxies for the election of directors, (y) any of
the matters referenced in Sections 5(a)(ii), (iii) or (iv), or (z) requesting
a shareholder list, related information and other books and records, making
related public filings or related announcements or taking any other related
action, in each case, related to the solicitation of proxies at the 2009 Annual
Meeting in respect of the matters referenced in clauses (x) or (y).


 


(c)           The provisions of this Section 5 shall not limit in any
respect the actions of any director of the Company in his or her capacity as
such, recognizing that such actions are subject to such director’s fiduciary
duties to the Company and its shareholders.


 


(d)           As used in this Agreement, the term “Affiliate” shall have
the meaning set forth in Rule 12b-2 promulgated by the SEC under the
Exchange Act; the terms “beneficial owner” and “beneficial ownership” shall
have the same meanings as set forth in Rule 13d-3 promulgated by the SEC
under the Exchange Act; and the terms “person” or “persons” shall mean any
individual, corporation (including not-for-profit), general or limited
partnership, limited liability company, joint venture, estate, trust,
association, organization or other entity of any kind or nature.


 


(e)           In the event that the Company is in material breach of its
obligations under this Agreement, and such material breach is not cured within
thirty (30) days after written notice thereof is provided to the Company
by the Bicknell Group, 


 


7

















 


then
in addition to any other remedies that the members of the Bicknell Group may
have, the provisions of Section 5(a) shall also terminate.


 


6.             Press Releases; Non-disparagement.


 


(a)           Promptly after the execution of this Agreement, the Company
and the Bicknell Group shall issue a joint press release in the form attached
to this Agreement as Exhibit A.


 


(b)           Neither the Company, the Bicknell Group or affiliates or
Associates of the Bicknell Group, nor any of their respective partners,
members, directors, officers, employees or agents, will publicly disparage any
other party to this Agreement nor any of their respective partners, members,
directors, officers, employees or agents.


 


7.             No Public Information.  The Parties acknowledge that the only
confidential information concerning the Company that is in the possession of
any member of the Bicknell Group is the negotiation of this Agreement and the
terms thereof.  To protect the
confidentiality of such information, each member of the Bicknell Group agrees
to treat confidentially such information (the “Confidential Information”).  Notwithstanding anything to the contrary
contained herein, the Bicknell Group and its representatives shall be permitted
to disclose any Confidential Information to the extent the disclosure of such
information is required in any court proceeding, by any governmental authority
or by applicable law; provided, however, that the Bicknell Group and its representatives
shall use their best efforts to give the Company reasonable advance notice of
such required disclosure to enable the Company, at its sole expense, to prevent
or limit such disclosure.


 


8.             Specific Performance.  Each of the members of the Bicknell Group, on
the one hand, and the Company, on the other hand, acknowledges and agrees that
irreparable injury to the other party hereto would occur in the event any of
the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached and that such injury would not be
adequately compensable in damages. It is accordingly agreed that the members of
the Bicknell Group or any of them, on the one hand, and the Company, on the
other hand (the “Moving Party”), shall each be
entitled to specific enforcement of, and injunctive relief to prevent any
violation of, the terms hereof, and the other party hereto will not take
action, directly or indirectly, in opposition to the Moving Party seeking such
relief on the grounds that any other remedy or relief is available at law or in
equity.


 


9.             Jurisdiction; Applicable Law.  Each of the parties hereto (a) consents
to submit itself to the personal jurisdiction of the federal or state courts of
the State of Kansas in the event any dispute arises out of this Agreement or
the transactions contemplated by this Agreement, (b) agrees that it shall
not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court, (c) agrees that it shall not bring
any action relating to this Agreement or the transactions 


 


8

















 


contemplated
by this Agreement in any court other than the federal or state courts of the
State of Kansas, and each of the parties irrevocably waives the right to trial
by jury, (d) agrees to waive any bonding requirement under any applicable
law, in the case any other party seeks to enforce the terms by way of equitable
relief and (e) each of the parties irrevocably consents to service of
process by first class certified mail, return receipt requested, postage
prepaid, to the address of such party’s principal place of business or as
otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL
RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE
STATE OF KANSAS APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY
WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH
STATE.


 


10.           Termination.  Except with respect to
Sections 4(d), 4(e), 4(f) (provided that Section 4(f) will be
deemed to be satisfied for this purpose if any independent director continues
to serve as Chairman of the Board), 6, 7, 8, 9 and 10, the provisions of this
Agreement will terminate immediately following the earlier of the date of the
2009 Annual Meeting or June 30, 2009.


 


11.           Representative.  Each member of the Bicknell Group hereby
irrevocably appoints Martin C. Bicknell, or Bicknell Family Holding Company,
LLC in the event that Mr. Bicknell is no longer serving in such role, as
such member’s attorney-in-fact and representative (the “Bicknell
Representative”), in such member’s place and stead, to do any and
all things and to execute any and all documents and give and receive any and
all notices or instructions in connection with this Agreement and the
transactions contemplated hereby.  The
Company shall be entitled to rely, as being binding on each member of the
Bicknell Group, upon any action taken by the Bicknell Representative or upon
any document, notice, instruction or other writing given or executed by the
Bicknell Representative.


 


12.           Notices.  All notices, requests and
other communications to any party hereunder will be in writing (including
prepaid overnight courier, facsimile transmission or similar writing) and will
be given to such party at its address or facsimile number set forth in this Section 13
or at such other address or facsimile number as such party may hereafter
specify in writing. Each such notice, request or other communication will be
effective (a) if given by facsimile, when transmitted to the facsimile
number specified in this Section 13, (b) if given by mail, upon the
earlier of actual receipt or three (3) business days after deposit in the
United States Mail, registered or certified mail, return receipt requested,
properly addressed and with proper postage prepaid, (c) one (1) business
day after deposit with an internationally reputable overnight courier properly
addressed and with all charges prepaid or (d) when received, if by any
other means. Communications by facsimile will also be sent concurrently by
internationally reputable overnight courier properly addressed and with all
charges prepaid, but will in any event be effective as stated above.


 


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The
Company:


 


Team
Financial, Inc.


Attn:  Robert J. Weatherbie, CEO


8
West Peoria, Suite 200


P.O. Box
402


Paola,
Kansas 66071-0402


Facsimile
Number: 913-294-4406


 


with
a copy to:


 


Sandra
K. Hartley, LLC


Attn:  Sandra Hartley, Esq,


16206
West 319th Street


Paola,
Kansas 66071


Facsimile
Number:  913-557-3828


 


and
to:


 


Jones &
Keller, P.C.


Attn:  Reid A. Godbolt, Esq.


1625
Broadway, 16th Floor


Denver,
Colorado 80202


Facsimile
Number:  303-573-0769


 


 


The
Bicknell Group:


 


Bicknell
Family Holding Company, LLC


Attn:  Martin C. Bicknell


4200
W. 115th Street, Suite 100


Leawood,
Kansas 66211


Facsimile
Number: 913-647-9725


 


with
a copy to:


 


Stinson
Morrison Hecker LLP


Attn:  John A. Granda, Esq.


1201
Walnut, Suite 2900


Kansas
City, Missouri 64106


Facsimile
Number: 816-412-1159


 


The parties will promptly notify each other
in the manner provided in this Section 12 of any change in their
respective addresses.  A notice of change
of address will not be deemed to have been given until received by the
addressee.


 


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13.           Severability.  If at any time subsequent to the date hereof,
any provision of this Agreement shall be held by any court of competent
jurisdiction to be illegal, void or unenforceable, such provision shall be of
no force and effect, but the illegality or unenforceability of such provision
shall have no effect upon the legality or enforceability of any other provision
of this Agreement.


 


14.           Further Assurances.  The parties hereto agree to
execute such further documents and instruments and to take such further actions
as may be reasonably necessary to carry out the purposes and intent of this
Agreement.


 


15.           Counterparts, Facsimile/PDF
Signatures.  This Agreement may be
executed in one or more counterparts each of which when so executed and
delivered will be deemed an original but all of which will constitute one and
the same Agreement.  This Agreement may
be executed and delivered by facsimile or by email in portable document format
(.pdf or similar format) and upon delivery of the signature by such method will
be deemed to have the same effect as if the original signature had been
delivered to the other parties.


 


16.           Interpretation and Construction of this Agreement.  The definitions
herein will apply equally to both the singular and plural forms of the
terms.  Whenever the context may require,
any pronoun will include the corresponding masculine, feminine and neuter
forms. The word “include” will be deemed to be followed by the phrase “without
limitation.” All references herein to Sections and Exhibits will be deemed to
be references to Sections of, and Exhibits to, this Agreement unless the
context will otherwise require. The headings of the Sections are inserted for
convenience of reference only and are not intended to be a part of or to affect
the meaning or interpretation of this Agreement. Unless the context will otherwise require or provide, any reference to any agreement
or other instrument or statute or regulation is to such agreement, instrument,
statute or regulation as amended and supplemented from time to time (and, in
the case of a statute or regulation, to any successor provision).  The parties hereto acknowledge that each
party was represented by legal counsel (or had the opportunity to be
represented by legal counsel) in connection with this Agreement, and that each
of them and their counsel have reviewed and revised this Agreement, or have had
an opportunity to do so, and that any rule of construction to the effect
that ambiguities are to be resolved against the drafting party shall not be
employed in their interpretation of this Agreement or any amendments or any
exhibits hereto or thereto.


 


17.           Entire Agreement; Amendment.  This Agreement contains the entire
understanding of the parties hereto with respect to its subject matter and
supersedes all prior agreements between the parties hereto.  This Agreement may be amended only by a
written instrument duly executed by the parties hereto, or in the case of the
Bicknell Group, the Bicknell Representative, or their respective successors or
assigns.  Except as provided herein,
this Agreement will be binding upon and inure to the benefit of the Parties and
their respective Affiliates and Associates, and successors and permitted
assigns. Nothing expressed or implied herein is intended or will be construed
to confer upon or to give to any third party any rights or remedies by virtue
hereof.


 


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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the duly authorized signatories of the parties as of the date hereof.


 


 


	
   

  	
  TEAM FINANCIAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J. Weatherbie

  
	
   

  	
   

  	
  Name:

  	
  Robert J. Weatherbie

  
	
   

  	
   

  	
  Title:

  	
  Chairman and Chief

  
	
   

  	
   

  	
   

  	
  Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BICKNELL FAMILY HOLDING

  COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin C. Bicknell

  
	
   

  	
   

  	
  Name:

  	
  Martin C. Bicknell

  
	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BICKNELL FAMILY MANAGEMENT

  COMPANY, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin C. Bicknell

  
	
   

  	
   

  	
  Name:

  	
  Martin C. Bicknell

  
	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BICKNELL FAMILY MANAGEMENT

  COMPANY TRUST

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin C. Bicknell

  
	
   

  	
   

  	
  Name:

  	
  Martin C. Bicknell

  
	
   

  	
   

  	
  Title:

  	
  Co-Trustee

  



 


12

















 


	
   

  	
  MARINER WEALTH ADVISORS, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin C. Bicknell

  
	
   

  	
   

  	
  Name:

  	
  Martin C. Bicknell

  
	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MARTIN C. BICKNELL

  
	
   

  	
   

  
	
   

  	
  /s/ Martin C. Bicknell

  
	
   

  	
  Martin C. Bicknell

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHERONA BICKNELL

  
	
   

  	
   

  
	
   

  	
  /s/ Cherona Bicknell

  
	
   

  	
  Cherona Bicknell

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BRUCE KUSMIN

  
	
   

  	
   

  
	
   

  	
  /s/ Bruce Kusmin

  
	
   

  	
  Bruce Kusmin

  



 


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EXHIBIT A -
PRESS RELEASE


 





 


	
  FOR IMMEDIATE RELEASE

  	
   

  	
  For More Information Contact:

  
	
   

  	
   

  	
  Robert J. Weatherbie

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
  Team Financial, Inc.

  
	
   

  	
   

  	
  (913) 294-9667

  
	
   

  	
   

  	
  bob.weatherbie@teamfinancialinc.com

  
	
   

  	
   

  	
  http://www.teamfinancialinc.com



  or Contact the Company’s Solicitor:

  Georgeson

  Banks & Brokers Call: 212-440-9800

  Call Toll Free: 866-344-8965

  



 


Team Financial, Inc. announces agreement with large stockholder;
2008 Annual Meeting to be reconvened


 


Paola, Kansas, June 17, 2008 - Team Financial, Inc. (NASDAQ:
TFIN) today announced that it has reached an agreement with a large
stockholder, the Bicknell Group, Leawood, Kansas, regarding several corporate
governance matters.


 


Under the Agreement, Team agreed to postpone or adjourn the 2008 Annual
Meeting of Stockholders in order to resolicit proxies for a revised slate of Class III
Director nominees to be elected at the reconvened meeting.  It is expected the reconvened meeting will be
held within sixty (60) days. The Bicknell Group has agreed to vote in favor of
a revised slate to be nominated by the Company which includes existing
director, Robert Blachly; former chief financial officer and director, Richard
J. Tremblay; and Jeffery L. Renner, a current non-management nominee to the
Board of Directors. Those nominations are subject to non-objection by the
Company’s banking regulator in the case of Mr. Tremblay and Mr. Renner,
and, in Mr. Renner’s case, his willingness to serve if nominated.


 


The Company also announced that, in conjunction with the Agreement,
Carolyn Jacobs and Denis Kurtenbach have declined to stand for nomination as Class III
directors.  In addition, independent
director, Harold G. Sevy, Jr. has agreed to tender his resignation as a
director effective no later than the reconvened meeting so that the number of
Board positions will be reduced to eight directors.


 


In addition, the Company’s previously announced Strategic Planning
Committee of the Board will be reconstituted to consist of Connie D. Hart,
Jeffery L. Renner and Richard J. Tremblay, with Ms. Hart serving as
chairperson.   Also the Audit Committee
of the Board will be composed 


 


14

















 


of Greg Sigman, who will serve as chairperson, Connie Hart and Jeffery
L. Renner.  The Nominating Committee will
be composed of Robert M. Blachly, who will be the chairperson, Gregory D.
Sigman and Kenneth L. Smith.  The
Compensation Committee will be composed of Kenneth L. Smith, who will be
chairperson, Connie Hart and Jeffery L. Renner. 
All other directors will have the right to participate in committee
meetings consistent with regulatory requirements and committee charters.


 


The Company also agreed to not extend its Rights Agreement with
American Securities Transfer & Trust, Inc., as rights agent,
beyond the expiration date of June 3, 2009 or adopt any similar agreement
without stockholder approval.  The
Company further agreed to seek to eliminate its classification of the Board of
Directors so that annually all directors will stand for re-election.  This proposal is to be presented to the
stockholders at the 2009 Annual Meeting.


 


Under the Agreement, the Company will move forward with its plan to
have Connie Hart, an independent director, become chairperson of the Board, as
previously announced.


 


The Bicknell Group, which owns 427,025 shares of common stock, or 11.9%
of the outstanding shares, agreed to refrain from any tender offer, exchange
offer, merger or business combination with the Company as well as to refrain
from any solicitation of proxies until the earlier of the 2009 Annual Meeting
or June 30, 2009.  Also, prior to
the 2009 Annual Meeting, the Bicknell Group agreed not to propose any matter to
submission to the Company’s stockholders or to seek to amend any provision of
the Company’s Articles of Incorporation or bylaws.


 


Robert J. Weatherbie, Chairman and Chief Executive Officer, stated: “We
are extremely pleased and gratified that the Bicknell Group has joined with us
to take these actions which will be in the best interests of all of our
stockholders and we look forward to continuing support and cooperation with the
Bicknell Group.”


 


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IMPORTANT
INFORMATION AND WHERE TO FIND IT


 


In
connection with its 2008 Annual Meeting, Team Financial, Inc. has filed a
definitive proxy statement, WHITE proxy card and other materials with the U.S.
Securities and Exchange Commission (“SEC”). WE URGE INVESTORS TO READ THE PROXY
STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT TEAM FINANCIAL, INC. AND THE
MATTERS TO BE CONSIDERED AT ITS ANNUAL MEETING. Investors may contact Robert J.
Weatherbie at (913) 294-9667 or
by email at
bob.weatherbie@teamfinancialinc.com. Investors may also obtain a free
copy of the proxy statement and other relevant documents as well as other
materials filed with the SEC concerning Team Financial, Inc. at the SEC’s
website at http://www.sec.gov. These materials and other documents may also be
obtained for free from: Secretary, Team Financial, Inc., 8 West Peoria, Suite 200, Paola, Kansas
66071 (913) 294-9667.


 


CERTAIN
INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION


 


Team
Financial, Inc. and its directors are, and certain of its officers and
employees may be deemed to be, participants in the solicitation of proxies from
Team Financial’s stockholders with respect to the matters considered at the
Team Financial, Inc. 2008 Annual Meeting. Information regarding these
directors, and these certain officers and employees, is included in the
definitive proxy statement on Schedule 14A filed with the SEC on April 28,
2008. Security holders can also obtain information with respect to the identity
of the participants and potential participants in the solicitation and a
description of their direct or indirect interests, by security holdings or
otherwise, for free, by contacting: Secretary, Team Financial, Inc., 8 West Peoria, Suite 200, Paola, Kansas
66071 (913) 294-9667. More detailed information with respect to the
identity of the participants, and their direct or indirect interests, by
security holdings or otherwise, has been and will be set forth in our
definitive proxy statement and other proxy related materials to be filed with
the SEC in connection with the Team Financial, Inc. 2008 Annual Meeting.


 


FORWARD-LOOKING
STATEMENTS


 


This
press release contains forward-looking statements under the Private Securities
Litigation Reform Act of 1995 that are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical income and those presently anticipated or projected.  The
Company cautions readers not to place undue reliance on any such forward
looking statements, which speak only as of the date of this release.  Such
risks and uncertainties include those detailed in the Company’s filings with
the Securities and Exchange Commission, risks of adverse changes in results of
operations, risks related to the Company’s expansion strategies, risks relating
to loans and investments, including the effect of the change of the economic
conditions in areas the Company’s borrowers are located, risks associated with
the adverse effects of governmental regulation, 
changes in regulatory oversight, interest rates, and competition for the
Company’s customers by other providers of financial services, all of which are
difficult to predict and many of which are beyond the control of the Company.


 


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