Exhibit 10.1


 


SETTLEMENT AGREEMENT


 


This Settlement Agreement, dated as of July 10,
2008 (“Agreement”),  is
by and between Team Financial, Inc., a Kansas corporation (the “Company”), and Keith B.
Edquist (“Mr. Edquist”).


 


WHEREAS, the
Company and Mr. Edquist have been engaged in a proxy contest in respect of
the election of Class III directors to the Board of Directors to the
Company to be elected at the
Company’s 2008 Annual Meeting of Shareholders (the  “2008 Annual Meeting”); and


 


WHEREAS, the
Company and other shareholders of the Company known as the “Bicknell Group”
have entered into an agreement dated as of June 16, 2008 (the “Bicknell Group Agreement”), which
among other things, provides that the Company will nominate a revised slate of
nominees for Class III directors to be elected at the 2008 Annual Meeting;
and


 


WHEREAS, the
Company and Mr. Edquist (each a “Party”) desire
to enter into this Agreement which will, among other things, terminate the
pending proxy contest between the Parties for the election of directors at the
2008 Annual Meeting and provide for certain other agreements and covenants of
the Parties.


 


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:


 


ARTICLE I


 


DEFINITIONS
AND CONSTRUCTION


 


Section 1.1             Certain Definitions.  As used in this Agreement, the following
terms will have the meanings specified below:


 


“Affiliate”  has the
meaning set forth in Rule 12b-2 of the General Rules and Regulations
under the Exchange Act.


 


“Applicable
Law” means all
applicable provisions of all (a) constitutions, treaties, statutes, laws
(including common law), rules, regulations, ordinances or codes of any
governmental authority, and (b) orders, decisions, injunctions, judgments,
awards and decrees of any governmental authority.


 


“Associate”  has the meaning ascribed to such term in Rule 12b-2
of the General Rules and Regulations of the Exchange Act.


 


“Business
Day” means a day
other than a Saturday, a Sunday, a day on which banking institutions in the
State of Kansas are authorized or obligated by law or required by executive
order to be closed, or a day on which The NASDAQ Global Market is closed.


 


“Common
Stock” means the
common stock of the Company, no par value per share.


 


“Exchange
Act”  means the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder.


 


1

















 


“Person”
means an individual, a partnership, an association,
a joint venture, a corporation, a limited liability company, a business, a
trust, any entity organized under Applicable Law, an unincorporated
organization or any governmental authority.


 


“SEC”  means the U.S. 
Securities and Exchange Commission.


 


“Voting
Securities” means
the Common Stock and any other securities of the Company having the right to
Vote.


 


Section 1.2             Interpretation and Construction
of the Agreement.  The definitions in
Section 1.1 herein will apply equally to both the singular and plural
forms of the terms defined.  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 Articles,
Sections and Exhibits will be deemed to be
references to Articles and Sections of, and Exhibits to, this Agreement unless the context will otherwise require.  The headings of the Articles and 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).


 


ARTICLE II


 


REPRESENTATIONS AND  WARRANTIES


 


Section 2.1             Representations and Warranties
of the Company.  The Company
represents and warrants to Mr. Edquist 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; (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,
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; and (c) the
Bicknell Group Agreement, in the form attached to the Company’s Current Report
on Form 8-K, as filed with the SEC on June 17, 2008, is
presently in full force and effect, has not been modified or amended since June 16, 2008,
and neither the Company nor to the Company’s knowledge, the Bicknell Group, is
in default under any provision of the Bicknell Group Agreement, nor has any
event which with the giving of notice or lapse of time, or both, would
constitute 


 


2

















 


an event of default under the
terms of the Bicknell Group Agreement, occurred or is continuing.


 


Section 2.2             Representations and Warranties
of Mr. Edquist.  Mr. Edquist
represents and warrants to the Company that this Agreement has
been duly authorized, executed and  delivered by him, and is a valid and binding obligation of him,
enforceable against him in accordance with its
terms, except as enforcement thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or similar laws
generally affecting the rights of creditors and subject to general equity
principles.


 


ARTICLE III


 


2008 ANNUAL MEETING MATTERS


 


Section 3.1             Acknowledgments.  Each Party acknowledges the following:


 


(a)           Mr. Edquist has
been informed by the Company of the matters set forth in this Article III
and is basing his acknowledgment solely on the Bicknell Group Agreement and the
Company’s Current Report on Form 8-K filed with the SEC on June 17, 2008.


 


(b)           Denis Kurtenbach and
Carolyn Jacobs have informed the Company that they will not stand for election
at the 2008 Annual Meeting.  The
Nominating Committee of the Board of Directors of the Company (the “Nominating Committee”) has nominated Jeffrey L.  Renner and Richard J. Tremblay to fill the
Company’s slate of Class III director nominees for the 2008 Annual
Meeting, 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, 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 Mr. Edquist, 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 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 2008 Annual Meeting with such persons to serve,
if elected, until their successors have been duly elected and qualified.


 


Section 3.2             Voting of Mr. Edquist’s Shares of Common Stock.  Mr. Edquist will vote all shares of
Common Stock he is entitled to vote in favor of the Company’s slate of nominees
for election as Class III directors of the Company at the 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
such slate consists of the director nominees selected above, i.e.,
Robert Blachly, Richard Tremblay and Jeffrey L. Renner; and
provided further that the Bicknell Group Agreement remains in effect without
modification in any material respect and provided that neither the Company nor
the Bicknell Group shall be in violation in any material respect of the terms
of the Bicknell Group Agreement.  Mr. Edquist
will not take any position, make any statements, written or oral, or take any
action inconsistent with the foregoing.  


 


3

















 


Mr. Edquist will ensure that he will be
present, in person or by proxy, and will cause his Affiliates and Associates owning Common Stock to be
present, in each case, in person or by
proxy, at the 2008 Annual Meeting so that all Common Stock beneficially owned
by Mr. Edquist and his Affiliates
and Associates will be counted for purposes of determining the presence of a quorum at the 2008 Annual
Meeting.


 


ARTICLE
IV


 


COVENANTS


 


Section 4.1             Mr. Edquist’s
Covenants.


 


(a)           Mr. Edquist agrees to (i) terminate
immediately any and all activities relating to the aforementioned proxy contest
and to use his best efforts to cause Lloyd Byerhof to terminate any and all activities relating to the
aforementioned proxy contest, and (ii) that during the period beginning on the date hereof and ending immediately
following the earlier of June 30, 2010 or the 2010 Annual Meeting of
Shareholders of the Company, and on condition that the Bicknell Group Agreement
remains in effect without modification in any material respect and on condition
that neither the Company nor the Bicknell Group shall be in violation in any
material respect of the Bicknell Group Agreement except as otherwise
specifically provided herein, he will not, and he will cause each of his
Affiliates and Associates and he will use his best efforts to cause
Lloyd Byerhof 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:


 


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 or Associate of Mr. Edquist 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 or
Associate of Mr. Edquist;


 


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 Mr. Edquist 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 


 


4

















 


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, including any demand to inspect books
and records of the Company;


 


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)             Simultaneous with the execution of
this Agreement Mr. Edquist will return to the Company (i) all copies
of shareholder lists of the Company received by Mr. Edquist in connection
with the 2008 Annual Meeting, and all copies of lists of employees of the Company, lists of Company ESOP
participants and the like, if any,
including computer discs and other electronic copies, and similar information
in his possession and in the possession of his agents and Lloyd Byerhof, and (ii) destroy
any and all of such records as may be in his possession or in the possession of
his agents and Mr. Byerhof.  Within
five (5) days of the date of this Agreement Mr. Edquist shall provide
the Company with a notarized certificate that provides that Mr. Edquist
has complied with this Section 4.1(b) and has urged Mr. Byerhof
to comply with this Section 4.1(b).


 


Section 4.2  The
Company’s Covenants.  Simultaneous
with the execution of this Agreement, the Company shall tender Mr. Edquist
the sum of $22,572 in immediately available funds.  The Company shall make additional payments to
Mr. Edquist as follows:


 


5

















 


	
  Date

  	
   

  	
  Amount of Payment

  	
   

  
	
  August 1, 2008

  	
   

  	
  $

  	
  22,572

  	
   

  
	
  September 1, 2008

  	
   

  	
  $

  	
  22,572

  	
   

  
	
  October 1, 2008

  	
   

  	
  $

  	
  22,572

  	
   

  
	
  November 1, 2008

  	
   

  	
  $

  	
  22,572

  	
   

  
	
  December 1, 2008

  	
   

  	
  $

  	
  22,572

  	
   

  
	
  January 1, 2009

  	
   

  	
  $

  	
  22,572

  	
   

  



 


In addition the Company shall pay to Mr. Edquist on each payment
date commencing on August 1, 2008, interest accrued on the unpaid balance,
from the date hereof, at a rate equal to the Prime Rate as published in the Wall
Street Journal on each payment date, such rate to be effective
prospectively.  The initial rate shall be
5% per annum.


 


These amounts are reimbursement by the Company to Mr. Edquist of
his reasonable expenses incurred after receipt by the Company of reasonably
satisfactory documentation thereof by him, including expenses relating to the
nomination and election of directors of the Company, the solicitation of
proxies, and acts and filings in connection there with and the negotiation and
execution of this Agreement, provided such reimbursement shall not exceed the
sum of all of the payments above, and Mr. Edquist hereby agrees that such
payments shall be in full satisfaction of any claims or rights he may have for
fees, expenses or costs related to his activities in respect of the 2008 Annual
Meeting and the proxy contest terminated by execution of this Agreement.


 


ARTICLE
V


 


Section 5.1             Covenant Not To Sue.        Except as set forth in Sections 6.3 and 6.4, Mr. Edquist
and each of his Affiliates and Associates, on one hand, and the Company, and
each of its Affiliates and Associates, on the other hand, agrees not to sue or
otherwise commence or continue in any manner, directly or indirectly, any suit,
claim, action, right or course of action relating to any acts or omissions in
connection with the 2008 Annual Meeting through the date hereof, including, the
nomination or election of directors, the solicitation of proxies or any acts or
filings in connection therewith through the date hereof; provided, however,
that no party hereto shall be prohibited from enforcing its rights under and
pursuant to this Agreement.


 


Section 5.2             Releases.


 


(a)           Except as set forth in Sections 6.3
and 6.4, the Company, on behalf of itself, its directors, officers, employees,
representatives and agents (collectively, the “Company
Releasors”), does hereby, fully and forever, release and discharge Mr. Edquist
and his attorneys, representatives and agents (collectively, the “Edquist Releasees”) from any and all actions, claims,
complaints, rights or causes of action, debts, demands or suits of any kind or
nature whatsoever, statutory, equitable or legal, foreseen or unforeseen, known
or unknown, matured or unmatured that the Company Releasors have, may have or
might claim to have against the Edquist Releasees through the date hereof
excluding any claims arising out of banking or lending relationships Mr. Edquist
may have with the Company and its Affiliates.


 


(b)           Except
as set forth in Section 6.3 and 6.4, Mr. Edquist, on behalf of
himself, his employees, representatives and agents (collectively, the “Edquist Releasors”), does hereby, fully and forever, release
and discharge the Company, its directors, officers, employees, attorneys,
representatives and agents (collectively, the “Company
Releasees”) from any and all actions, claims, complaints, rights or
causes of action, debts, demands or suits of any kind or nature whatsoever,
statutory, equitable or legal, foreseen or unforeseen, known or unknown,
matured or unmatured that the Edquist Releasors have, may have or might claim
to have against the Company Releasees through the date hereof excluding any
claims arising out of banking or lending relationships Mr. Edquist may have
with the Company and its Affiliates.  Provided
however, that in the event that the Company is in material breach of any of
the terms of this Agreement, and such material breach is not cured within
thirty (30) days after written notice thereof is given to the Company by Mr. Edquist,
then in addition to any other remedies Mr. Edquist may have under law or
this Agreement, the provisions of Sections 4.1 and 6.2 (insofar as Section 6.2
applies to Mr. Edquist) shall terminate.


 


6

















 


ARTICLE VI


 


OTHER MATTERS


 


Section 6.1             Joint Press Release.  Promptly after the execution of this
Agreement, the Company and Mr. Edquist shall issue a joint press release
in the form attached to this Agreement as Exhibit A.


 


Section 6.2             Non-disparagement.  During the term of this Agreement, neither
the Company, Mr. Edquist nor their Affiliates or Associates, 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.  Any breach of the obligations under this Section 6.2
shall be considered material and thereafter the breaching Party shall not be
entitled to any further benefits of this Agreement, including any future
payments after the breach.  The foregoing
provision will be in addition to any other remedies that the non-breaching
Party may have.


 


Section 6.3             Specific Performance.  Mr. Edquist, 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 Mr. Edquist,
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.


 


Section 6.4             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  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.


 


Section 6.5             Termination.  Except with respect to Sections 5.1, 5.2,
6.3, 6.4, 6.7, 6.8, 6.10 and
6.11, the provisions of this Agreement will terminate immediately following the earlier of the date of the 2010 Annual Meeting of
Shareholders of the Company or June 30, 2010.


 


7

















 


Section 6.6             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 6.6 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 6.6, (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.


 


	
  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

  
	
   

  
	
  Mr. Edquist:

  
	
   

  
	
  Keith B. Edquist

  
	
  9747 Nottingham Drive

  
	
  Omaha, Nebraska 68114

  
	
  Facsimile Number:

  



 


8

















 


	
  with a copy to:

  
	
   

  
	
  Cline, Williams, Wright,
  Johnson & Oldfather, L.L.P. Attn: Robert J. Routh, Esq.

  
	
  233 South 13th Street

  
	
  1900 U.S. Bank Building

  
	
  Lincoln, Nebraska 68508-2095

  
	
  Facsimile Number: 402-474-5393

  



 


The parties will promptly notify
each other in the manner provided in this Section 6.6 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.


 


Section 6.7             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.


 


Section 6.8             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.


 


Section 6.9             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.


 


Section 6.10           Construction of this Agreement.  The Parties 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.


 


Section 6.11           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 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.


 


9

















 


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


 


 


	
  KEITH B. EDQUIST

  	
   

  	
  TEAM FINANCIAL, INC.

  
	
   

  	
   

  	
   

  
	
  /s/ Keith B. Edquist

  	
   

  	
  By:

  	
    /s/ Robert J. Weatherbie

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Robert J. Weatherbie

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Chairman and Chief Executive

  Officer

  



 


10
















 


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

  
	
   

  	
   

  	
   

  



 


Team Financial, Inc. and Keith
B. Edquist Announce Settlement Agreement


 


Paola, Kansas, July 11, 2008 - Team Financial, Inc.
(the “Company”) (NASDAQ: TFIN) and Keith B. Edquist announced today that they
have reached a settlement agreement that will avoid a proxy contest between the
parties at the Company’s 2008 Annual Meeting of Shareholders scheduled to be
held in August 2008.  The originally
scheduled meeting for June 17, 2008 was postponed.


 


Under the terms of the settlement, Mr. Edquist
has agreed to terminate his efforts to nominate persons for election as Class III
directors at the Company’s 2008 Annual Meeting of Shareholders, has agreed to
vote his shares in favor of the Company’s nominees for director at the 2008
Annual Meeting (Robert M. Blachly, Jeffrey L. Renner and Richard J. Tremblay),
and has agreed to abide by certain standstill provisions until the earlier of June 30,
2010 or the Company’s 2010 Annual Meeting. 
As part of the settlement, the parties executed a mutual release as
well.


 


Mr. Edquist’s obligations are contingent on the
agreement by and between the Company and certain investors known as the
Bicknell Group, dated June 16, 2008, to remain in full force and effect.


 


The Company expects to be nominating Robert M.
Blachly, Richard J. Tremblay and Jeffrey L. Renner as nominees for election as Class III
directors at the 2008 Annual Meeting. 
Additionally, the Company has agreed to reimburse Mr. Edquist for
certain expenses related to his proxy solicitation efforts.


 


“We are pleased to move forward with Keith Edquist
in maintaining and building our shareholder value for the Company,” said Robert
J. Weatherbie, Chief Executive Officer of Team Financial, Inc.  Mr. Edquist stated, “While I was
disappointed that the annual meeting was postponed on the 17th of June I
am hopeful that the corporate governance changes embodied in the agreement
between the Company and the Bicknell Group will provide the framework for the
Company to build shareholder value.”


 

















 


IMPORTANT
INFORMATION AND WHERE TO FIND IT


 


In connection with its 2008 Annual Meeting, Team
Financial, Inc. intends to file a definitive proxy statement, and other
related 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.


 


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.