<PAGE>   1
                                                                    EXHIBIT 10.2





                              EMPLOYMENT AGREEMENT

                                     BETWEEN

                              TEAM FINANCIAL, INC.

                                       AND

                                MICHAEL L. GIBSON



<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                    Page No.
-------                                                                                                    --------

<S>      <C>                                                                                               <C>
 1.      Term of Agreement and Definitions........................................................................1

 2.      Entire Agreement.........................................................................................2

 3.      Validity.................................................................................................2

 4.      Paragraphs and other headings............................................................................2

 5.      Successors...............................................................................................2

 6.      Designation of beneficiaries.............................................................................2

 7.      Duties...................................................................................................3

 8.      Salary, Bonus, Benefits, Additional Compensation.........................................................3

 9.      Protection of Company's Interests........................................................................5

10.      Termination by Company...................................................................................5

11.      Termination by Executive.................................................................................8

12.      Consequences of Breach...................................................................................9

13.      Mitigation and Offset...................................................................................10

14.      Tax "Gross-Up" Provision..............................................................................  10

15.      Remedies................................................................................................10

16.      Binding Agreement.......................................................................................10

17.      Arbitration.............................................................................................10

18.      Amendment; Waiver.......................................................................................11

19.      Governing Law...........................................................................................11

20.      Notices.................................................................................................11

Signatures.......................................................................................................11
</TABLE>




                                       (i)
<PAGE>   3

                              EMPLOYMENT AGREEMENT
                                     BETWEEN
                              TEAM FINANCIAL, INC.
                                       AND
                                MICHAEL L. GIBSON


This Agreement is made this 1st day of January, 2001, between Team Financial,
Inc., a Kansas corporation ("COMPANY") and Michael L. Gibson ("EXECUTIVE").

         A. Executive is employed as President of Investments/CFO, has rendered
         valuable services to Company and has acquired an extensive background
         in and knowledge of Company's business.

         B. Company desires to continue the services of Executive and Executive
         desires to continue to serve Company as President of Investments/CFO.

         In consideration of the foregoing recitals and the agreements set forth
         herein, Company and Executive agree as follows:

1.       TERM OF AGREEMENT AND DEFINITIONS:

         1.0 TERM OF AGREEMENT: Company shall employ Executive and Executive
         accepts such employment for a period beginning on the date of this
         Agreement and ending the 31st day of December, 2003, subject to the
         terms and condition set forth herein, unless earlier termination of the
         agreement shall occur in accordance with the subsequent provisions set
         forth herein.

         1.1 AUTOMATIC EXTENSION OF AGREEMENT TERM: Not withstanding the
         foregoing, if this Agreement shall not have been terminated in
         accordance with the provisions herein on or by the 31st day of
         December, 2003 the term of this Agreement shall be extended
         automatically without further action by either party such that at every
         moment of time thereafter, the term shall be one year.

         Provided, however, during such period of automatic extension of the
         term, this Agreement may be terminated in accordance with the
         termination provisions of this Agreement as set forth in Sections 10
         and 11.

         1.2 DEFINITIONS: The following definitions shall be used in the
         interpretation of this Agreement.

         1.2.1 EMPLOYMENT ON AN ACTIVE FULL TIME BASIS means the Executive's
         professional services shall be substantially devoted to Company.
         Although prior approval by the Company of Executive's employment by
         third parties is not required, the Company shall have the right to
         review any employment of Executive by any entity and shall have the
         right to require Executive to abandon any unsuitable employment as may
         be determined by Company or any activities competitive with Company.
         The term "active full time basis" includes the requirement that
         Executive refrain from any activities which interfere with Executive's
         Company duties.

         1.2.2 YEAR, MONTH, WEEK AND DAY, unless otherwise provided in this
         agreement, the word "year" shall be construed to mean a calendar year
         of 365 days, the word "month" shall be construed to mean a calendar
         month, the word "week" shall be construed to mean a calendar week of 7
         days, and the word "day" shall be construed to mean a period of 24
         hours running from midnight to midnight.



                                  Page 1 of 11
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         1.2.3 ANNUAL BASE SALARY is the sum of money regularly paid by Company
         to Executive each year of the term of this Agreement pursuant to
         provisions of Section 8.0 of this Agreement.

         1.2.4 CUSTOMARY PAYROLL PRACTICES are those policies and procedures
         routinely followed by the Company concerning the time and method of
         payment of compensation to its employees as may from time to time be
         adopted by the Company during course of this Agreement.

         1.2.5 COMPANY POLICIES are those written policies adopted by the
         Company and/or customary practices routinely followed by the Company
         which may from time to time be adopted by the Company during the course
         of the Agreement. The parties acknowledge the Company may from time to
         time reasonably enact new policies or alter existing policies.

         1.2.6 ORGANIZATION as used herein shall be broadly defined to include
         any business, civic or community group or entity.

         1.2.7 WILLFUL MISCONDUCT is any act performed with a designed purpose
         or intent on the part of a person to do wrong.

         1.2.8 GROSS MISAPPROPRIATION OF FUNDS shall be any misappropriation of
         company funds by any means which is intentional and not of an
         inconsequential nature or amount.

2.       ENTIRE AGREEMENT

         2.0 With respect to the matters specified herein, this Agreement
         contains the entire agreement between the parties and supersedes all
         prior oral and written agreements, understandings and commitments
         between the parties. This Agreement shall not affect the provisions of
         any other compensation, retirement or other benefit programs of Company
         to which Executive is a party or of which he is a beneficiary.

3.       VALIDITY

         3.0 In the event that any provision of this Agreement is held to be
         invalid, void or unenforceable, the same shall not affect, in any
         respect whatsoever, the validity of any other provision of the
         Agreement.

4.       PARAGRAPHS AND OTHER HEADINGS

         4.0 Paragraphs and other headings contained in this Agreement are for
         reference purposes only and shall not affect in any way the meaning or
         interpretation of this Agreement.

5.       SUCCESSORS

         5.0 The rights and duties of a party hereunder shall not be assignable
         by that party; provided, however, that this Agreement shall be binding
         upon and inure to the benefit of any successor of Company, and any such
         successor shall be deemed substituted for Company under the terms of
         this Agreement. The term "successor" as used herein shall include any
         person, firm, corporation or other business entity which at any time,
         by merger, purchase or otherwise, acquires all or substantially all of
         the assets or business of Company.

6.       DESIGNATION OF BENEFICIARIES

         6.0 If Executive should die during the term of this Agreement, all such
         sums due to Executive hereunder shall be paid as designated by
         Executive on the attached Beneficiary Designation Form.



                                  Page 2 of 11
<PAGE>   5

         6.1 The spouse of the Executive shall join in any designation of a
         beneficiary other than the spouse.

         6.2 If Executive wholly fails to designate a beneficiary as provided
         for in this paragraph, or if the Executive's spouse at the time of his
         death shall not have joined in the designation of a beneficiary, then
         the sums due Executive shall be paid to his estate.

7.       DUTIES

         7.0 Company employs Executive upon an active full-time basis, as
         President of Investments/CFO subject to the order and direction of the
         Chief Executive Officer ("CEO") of Company.

         7.1 During the term of this Agreement Executive shall devote
         substantially all of his time, attention, and best efforts to the
         business of Company and its subsidiaries. Executive shall perform such
         duties and shall exercise such power and authority as delegated by the
         CEO from time to time provided that such duties are commensurate with
         the position of President of Investments/CFO. Executive may engage in
         other non-business activities such as charitable, educational,
         religious and similar types of activities so long as such activities do
         not prevent the performance of Executive's duties herein or conflict in
         any material way with the business of Company. Notwithstanding the
         above, Executive shall be permitted to serve as a Director or Trustee
         of other organizations, in accordance with the policies of Company.

         7.2 The duties of President of Investments/CFO shall be defined using a
         written job definition, developed by CEO on behalf of Company. The CEO
         shall consult with Executive in the development of the written job
         definition. Executive and said written job definition shall be subject
         to any systematic evaluation system(s) that the Company may from time
         to time employ.

         7.3 Executive's duties shall be performed principally at Company's
         headquarters located in Paola, Kansas. During the term of the
         Agreement, it is understood that Company expects to maintain its
         principal place of business in Paola, Kansas.

8.       SALARY, BONUS, BENEFITS, ADDITIONAL COMPENSATION

         8.0 ANNUAL BASE SALARY.

         Executive shall receive an annual base salary of $146,362.00 payable
         according to the customary payroll practices of Company and subject to
         all required withholding taxes. The Chief Executive Officer, in his
         discretion, may increase this base salary upon relevant circumstances.
         Executive will be reviewed at least annually. At least every two years
         Company will review Executive's annual base salary for competitiveness
         and appropriateness in the industry. Any increase in annual base salary
         awarded to the Executive by the Company, shall constitute a new annual
         base salary for the purpose of this Agreement. To be effective such
         changes in the annual base salary shall be in writing signed by the
         Company.

         8.1 BONUS.

         8.1.1 STANDARD COMPANY BONUSES. Executive shall be eligible to receive,
         in addition to his salary, any contributions or sums specified as
         additional compensation through any established plan or policy of the
         Company which is available to senior executives as compensation over
         and above established salaries.

         8.1.2 ANNUAL EXECUTIVE BONUS. In addition, Executive shall be entitled
         to receive a yearly annual bonus. The amount of such bonus shall be
         based upon criteria established by the CEO and may include either or
         both stock and cash. Provided, however, such bonus shall not exceed
         fifty percent (50%) of Executive's annual base salary in effect for the
         period for which the bonus is granted. During the term of this
         Agreement, the



                                  Page 3 of 11
<PAGE>   6

         yearly annual bonus shall be paid not later than January 31 of the
         calendar year following annual bonus year.

         8.2 BENEFITS.

         8.2.0 Executive shall be entitled to receive all benefits generally
         made available to executives of Company as may from time to time be in
         effect.

         8.2.1 Executive shall be entitled, in addition to life insurance
         coverage in effect for all employees, to a life insurance policy in the
         amount of $240,000.00 all premiums to be paid by Company.

         8.2.2 Executive shall be entitled to participate, during the term of
         the Agreement, under the terms and conditions thereof, in any group
         life, medical, dental or other health and welfare plans generally
         available to management personnel of Company which may be in effect
         from time to time; provided that nothing herein shall require the
         Company to establish or maintain such plans.

         8.2.3 EXECUTIVE EXPENSES. Executive shall be entitled to reimbursement
         for business expenses. Executive shall be expected to incur various
         business expenses customarily incurred by persons holding like
         positions, including but not limited to traveling, entertainment and
         similar expenses, all of which are to be incurred by Executive for the
         benefit of Company. Executive shall be subject to Company's policies
         regarding the reimbursement and non-reimbursement of said expense.
         Executive acknowledges that Company policies do not necessarily provide
         for the reimbursement of all expenses.

         8.2.4 SPECIAL EXECUTIVE ALLOWANCE. Company agrees to pay reasonable
         room, board, travel, and sponsored event expenses of Executive's spouse
         on two (2) business trips per year of Executive's choice.

         8.2.5 ACCOUNTING. Executive shall account to Company for any
         reimbursement or payment of such expenses in such a manner as Company
         practices may from time to time require. Subject to Company's policy
         regarding the payment of reimbursable expenses, Company shall reimburse
         Executive for such expenses from time to time, at Executive's request.

         8.2.6 Company shall indemnify and hold Executive harmless for any legal
         fees and expenses incurred by Executive in the performance of his
         duties as a result of civil or criminal actions against him in
         accordance with the indemnification provisions of the Articles of
         Incorporation and Bylaws of Company.

         8.2.7 During (i) the term of this Agreement, (ii) the twelve month
         period following the termination of this Agreement as a result of
         death, (iii) a two year period following the termination of this
         Agreement as a result of disability, (iv) a three year period following
         termination of this Agreement by Executive for material breach or good
         cause, and (v) a three year period following a termination of this
         Agreement by Company without cause; Company shall pay to Executive, or
         his estate if he be deceased, a sum as reimbursement for reasonable
         out-of-pocket expenses incurred for third-party professional financial
         and tax advice provided by a licensed professional of Executive's
         choice. Provided, however, that in (i) above, the sum shall not exceed
         fifteen percent (15%) of Executive's annual base salary for that year;
         (ii) above, the sum shall not exceed twenty-five percent (25%) of
         Executive's annual base salary for that year; (iii), (iv) and (v)
         above, the sum shall not exceed twenty-five percent (25%), each year,
         of Executive's annual base salary at the time of Executive's disability
         or time of termination.

         8.2.8 Executive shall be provided with a personal automobile under
         arrangements equivalent to those currently in effect with respect to
         other Company executives and of equivalent size and features as
         presently driving.




                                  Page 4 of 11
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         8.3 ADDITIONAL COMPENSATION.

         Executive shall be eligible to receive, in addition to his salary, any
         contributions or sums specified for additional compensation through any
         established plan or policy of Company which is available to senior
         executives as compensation over and above established salaries,
         including but not limited to stock options.

         8.4 TAX LIABILITY.

         Any tax liability which these benefits create for Executive will be the
         sole responsibility of Executive.

9.       PROTECTION OF COMPANY'S INTERESTS

         9.0 During the term of this Agreement Executive shall not directly or
         indirectly engage in competition with, or not own any interest in any
         business which competes with, any business of Company; provided,
         however, that the provisions of this Section 9 shall not prohibit his
         ownership of not more than 5% of voting stock of any publicly held
         corporation.

         9.1 Except for actions taken in the course of his employment hereunder,
         at no time shall Executive divulge, furnish or make accessible to any
         person any information of a confidential or proprietary nature obtained
         by him while in the employ of Company. Upon termination of his
         employment by Company, Executive shall return to Company all such
         information which exists in writing or other physical form and all
         copies thereof in his possession or under his control.

         9.2 Company, its successors and assigns, shall, in addition to
         Executive's services, be entitled to receive and own all of the results
         and proceeds of said services (including, without limitation, literary
         material and other intellectual property) produced or created during
         the term of Executive's employment hereunder. Executive will, at the
         request of Company, execute such assignments, certificates or other
         instruments as Company may from time to time deem necessary or
         desirable to evidence, establish, maintain, protect, enforce or defend
         its right or title to any such material.

10.      TERMINATION BY COMPANY

         10.0 Company shall have the right to terminate this Agreement under the
         following circumstances:

                  (i)   Upon the death of Executive;

                  (ii)  Upon the disability of Executive;

                  (iii) Upon material breach or good cause; and

                  (iv)  Upon written notice by Company without cause.

                  (v)   Upon written notice by Company, during the period of
                        automatic extension of the term, of Company's intention
                        to have this Agreement expire in one year.

         10.1 If executive dies before his employment with Company is otherwise
         terminated, Company shall pay to the designated beneficiary of
         Executive, or in the absence of a designated beneficiary, to the estate
         of the Executive, at the time of his death, the sum of $500,000.00.
         Company may purchase life insurance to cover all or any part of its
         obligations contained in this paragraph and Executive agrees to take a
         physical examination to facilitate the placement of such insurance. In
         the event that Executive is uninsurable, Company may elect to disperse
         the funds due in equal monthly payments over the remaining period of
         the year of Executive's death, or if less than six (6) months, over a
         period of twelve (12) consecutive months. Executive's dependents will
         also be entitled to:

                  (i) All Company insured and self insured medical and dental
                  plans in which Executive was participating immediately prior
                  to termination,



                                  Page 5 of 11
<PAGE>   8

         provided, however, that if Company so elects, or such continued
         participation is not possible under the general terms and conditions of
         such plans or under such policies, Company shall, in lieu of the
         foregoing, arrange to have issued for the benefit of Executive's
         dependents equivalent benefits (on an after-tax basis); provided,
         further that, in no event shall Executive's dependents be required to
         pay any premiums or other charges in an amount greater than that which
         Executive would have paid in order to participate in Company's plans
         and policies.

         Entitlement (i) above shall be maintained in effect for the continued
         benefit of Executive's dependents for a period of six (6) months after
         the date of termination due to death.

         10.2 For the purposes of this Agreement, Executive shall be deemed to
         have become disabled, if, during any year of the term of this
         Agreement, because of ill health, physical or mental impairment, or for
         other causes beyond Executive's control, Executive shall have been
         continuously unable or unwilling, or shall have failed to perform his
         duties under this Agreement for ninety (90) consecutive days, or if,
         during any calendar year of the term of this Agreement, Executive shall
         have been unable or unwilling or shall have failed to perform his
         duties for a total period of one hundred eighty (180) days,
         irrespective of whether or not such days are consecutive. With respect
         to any termination by Company for disability, the specifics of the
         basis of termination shall be communicated to Executive in writing at
         least thirty (30) days before the date on which the termination is
         proposed to take effect. Executive shall have until the effective date
         of the notice to cure or remedy such disability and or correct the
         misconception of the disability. If this Agreement is terminated for
         disability, any questions as to the existence of the Total and
         Permanent disability of Executive as to which Executive and Company
         cannot agree shall be determined in writing by a qualified independent
         physician mutually acceptable to Executive and Company. If Executive
         and Company cannot agree as to a qualified independent physician, each
         shall appoint such a physician and those two physicians shall select a
         third who shall make such determination in writing. If there is a
         disagreement between Executive and Company as to the disability of
         Executive, the effective date of the termination will be extended a
         reasonable time to allow for a determination by a physical, as
         described above. Any refusal by Executive to submit to a medical
         examination for the purpose of certifying disability under this section
         shall be deemed to constitute evidence of Executive's disability. If
         Executive is disabled before his employment with Company is otherwise
         terminated, Company shall continue to pay the current annual base
         salary for the remainder of the contract to the Executive, or if the
         Executive is totally incapacitated, to his appointed guardian, at the
         time he is determined to be disabled. Whenever compensation is payable
         to Executive hereunder, during a time when he is disabled, pursuant to
         the terms of any insurance provided by Company, the compensation
         payable to him hereunder shall be inclusive of any such disability
         insurance and shall not be in addition thereto.

         10.3 For purposes of this Agreement, material breach and good cause
         shall mean willful misconduct in following the legitimate directions of
         the Chief Executive Officer; commission of a significant act of
         dishonesty, deceit or breach of fiduciary duty in the performance of
         Executive's duties; gross misappropriation of Company funds or
         property; habitual drunkenness; excessive absenteeism not related to
         illness, sick leave or vacations. Provided, however, Executive shall be
         entitled to notice of any acts which the CEO considers to be misconduct
         or excessive absenteeism as described in this paragraph. Such notice
         shall include the specifics of the basis for possible termination and
         shall be communicated to Executive in writing at least thirty (30) days
         prior to any such intended termination. Prior to any such termination,
         if requested before the effective date of the intended termination,
         Executive shall be given a reasonable period of time in which to show
         that he has corrected any specified deficiencies. Upon the cure or
         remedy of such deficiencies, the Company shall rescind its notice of
         termination. If there is any question about the effective correction of
         the deficiencies, a decision will be sought from a lawyer agreed to by
         Company and Executive. If the Company and Executive cannot agree on a
         lawyer, each will pick a lawyer who will together pick a lawyer who
         will render a decision.



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         If this agreement is terminated for material breach or good cause,
         Executive shall be entitled to:

                  (i) All Company insured and self insured medical and dental
                  plans in which Executive was participating immediately prior
                  to termination; and

                  (ii) The group individual life insurance and disability
                  policies of Company then in effect for Executive;

         provided, however, that if Company so elects, or such continued
         participation is not possible under the general terms and conditions of
         such plans or under such policies, Company shall, in lieu of the
         foregoing, arrange to have issued for the benefit of Executive and
         Executive's dependents equivalent benefits (on an after-tax basis);
         provided, further that, in no event shall Executive be required to pay
         any premiums or other charges in an amount greater than that which
         Executive would have paid in order to participate in Company's plans
         and policies.

         Entitlement of (i) and (ii) of this section shall be maintained in
         effect for the continued benefit of the Executive and his dependents
         for a period of six (6) months after the date of termination or until
         the commencements of each equivalent benefit from Executive's new
         employer, but not to be provided longer than six (6) months.

         10.4 Company shall be entitled to terminate this Agreement without
         cause upon ninety (90) days written notice to Executive. If Company
         shall so terminate this Agreement, Executive shall be entitled to:

                  (i) All Company insured and self insured medical and dental
                  plans in which Executive was participating immediately prior
                  to termination; and

                  (ii) The group individual life insurance and disability
                  insurance policies of Company then in effect for Executive;

         provided, however, that if Company so elects, or such continued
         participation is not possible under the general terms and conditions of
         such plans or under such policies, Company shall, in lieu of the
         foregoing, arrange to have issued for the benefit of Executive and
         Executive's dependents equivalent benefits (on an after-tax basis);
         provided, further that, in no event shall Executive be required to pay
         any premiums or other charges in an amount greater than that which
         Executive would have paid in order to participate in Company's plans
         and policies.

         Entitlement of (i) and (ii) of this section shall be maintained in
         effect for the continued benefit of Executive and his dependents for a
         period of three (3) years after the date of termination or until the
         commencement of each equivalent benefit from Executive's new employer,
         but not to be provided longer than three (3) years after the date of
         termination.

                  (iii) A furnished office, like his Company office, from which
                  to operate for a period of six (6) months or until Executive
                  accepts employment with another employer, which ever occurs
                  first. Executive's office will be provided, at Company's
                  expense, with a desk; phone; access to fax for outgoing and
                  incoming faxes; computer, software, and access to a printer.

                  (iv) A cash payment equal to the present value (based on a
                  discount rate of 9%) of Executive's annual base salary
                  hereunder for the remainder of the term of the Agreement, or
                  for one (1) year, which ever is longer, payable within thirty
                  (30) days of the date of such termination;

                  (v) All such Bonuses and Other Compensation as provided for in
                  Section 8 above, it being understood, however, that all such
                  payments due, if made pursuant to this clause shall be paid in
                  cash within thirty (30) days of the date of termination. All
                  stock options granted by Company to Executive under any
                  provision of Section 8 or granted by Company to Executive
                  prior to the date hereof will accelerate and become
                  immediately exercisable;

                  (vi) A sum as reimbursement for reasonable out-of-pocket
                  expenses incurred for third-party professional financial and
                  tax advice provided by a licensed professional of Executive's
                  choice for a period of three (3) years after the date of
                  termination, sum not to exceed, in any one year, twenty-five
                  percent (25%) and in the aggregate, seventy-five percent (75%)
                  of Executive's base salary, as provided in Section 8;



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<PAGE>   10

                  (vii) A sum as reimbursement for reasonable out-of-pocket
                  expenses incurred for out-placement advice and counseling
                  provided by a professional placement agency and/or recruiter
                  of Executive's choice for a period of twelve (12) months after
                  date of termination, sum not to exceed fifty percent (50%) of
                  Executive's base salary, as provided in Section 8;

                  (viii) Company shall pay Executive a sum to pay for Paola
                  Country Club membership dues for one (1) year;

                  (ix) Company shall transfer to Executive title of the personal
                  car, furnished Executive by Company, in use at the time of the
                  termination.

         10.5 Company shall be entitled to terminate this Agreement during the
         period of automatic extension of the term as set forth in section 1.1,
         by giving written notice to Executive of the company's intention to
         have the term of this Agreement expire one year from the date of such
         notification. If Company shall so terminate this agreement, Executive
         shall be entitled only to those benefits provided under existing law.

         10.6 Company may purchase life insurance to cover all or any part of
         its obligations contained in this paragraph and Executive agrees to
         take a physical examination to facilitate the placement of such
         insurance. In the event that Executive is uninsurable, Company may
         elect to disperse the funds due in equal monthly payments over the
         remaining period of the year due, or if less than six (6) months, over
         a period of twelve (12) consecutive months.

11.      TERMINATION BY EXECUTIVE

         11.0 Executive shall have the right to terminate this Agreement under
         the following circumstances:

                  (i) Upon material breach or good cause; and

                  (ii) Upon written notice to the Chief Executive Officer
                       without cause.

         11.1 For purposes of this Agreement, a material breach by Company of
         the terms of this Agreement shall entitle Executive, upon written
         notice to the Company, to terminate his services under this Agreement
         effective thirty (30) days from and after receipt of such notice by
         Company. Such notice shall include a specific description of such
         breach and the Company shall have until the effective date of the
         notice to cure or remedy such breach. Upon the cure or remedy of such
         breach, the Executive shall rescind his notice of termination. For
         purposes of this Agreement, a termination for good cause by Executive
         shall be based upon the following action by the Company: a failure,
         without good cause to continue Executive as President of
         Investments/CFO of Company; a failure, without good cause to continue
         to vest Executive with the power and authority of President of
         Investments/CFO of Company; the loss, without good cause of Executive's
         consent, of any significant duties or responsibilities attending such
         office. Provided, however, Executive's title, duties and
         responsibilities shall be deemed to be altered with good cause by the
         Chief Executive Officer if Company is (or substantially all of its
         assets are) sold to or combined with another entity and Executive shall
         thereafter continue to have the same significant duties and
         responsibilities with respect to Company's continuing business and if
         Executive shall report to the Chief Executive Officer of the continuing
         Company with a like Agreement, for a term no less than that remaining
         on this Agreement or two (2) years, whichever is longer. Upon the
         occurrence of any happening which would authorize Executive to
         terminate his employment for good cause, Executive shall notify the
         Chief Executive Officer in writing within sixty (60) days following
         such occurrence or Executive shall be deemed to have waived his right
         to terminate this Agreement for such occurrence. The Chief Executive
         Officer shall have until the effective date of the notice to cure or
         remedy such good cause occurrence. Upon the cure or remedy of such good
         cause occurrence, the Executive shall rescind his notice of
         termination. Upon termination of employment by Executive for material
         breach or good cause, Executive shall be entitled to:

                  (i) All company insured and self insured medical and dental
                  plans in which Executive was participating immediately prior
                  to termination; and

                  (ii) The group individual life insurance and disability
                  insurance policies of Company then in effect for Executive;
                  provided, however, that if Company so elects, or such
                  continued participation is not



                                  Page 8 of 11
<PAGE>   11

                  possible under the general terms and conditions of such plans
                  or under such policies, Company shall, in lieu of the
                  foregoing, arrange to have issued for the benefit of Executive
                  and Executive's dependents equivalent benefits (on an
                  after-tax basis); provided, further that, in no event shall
                  Executive be required to pay any premiums or other charges in
                  an amount greater than that which Executive would have paid in
                  order to participate in Company's plans and policies.

         Entitlement of (i) and (ii) of this section shall be maintained in
         effect for the continued benefit of Executive and his dependents for a
         period of three (3) years after the date of termination or until the
         commencement of each equivalent benefit from Executive's new employer,
         but not to be provided longer than three (3) years after the date of
         termination.

                  (iii) A furnished office, like his Company office, from which
                  to operate for a period of one (1) year or until Executive
                  accepts employment with another employer, which ever occurs
                  first. Executive's office will be provided, at Company
                  expense, with a desk; phone; access to fax for outgoing and
                  incoming faxes; computer, software, and access to printer.

                  (iv) A cash payment equal to the present value (based on a
                  discount rate 9%) of Executive's base salary hereunder for the
                  remainder of the term of the Agreement, or for one (1) year,
                  which ever is longer, payable within thirty (30) days of the
                  date of such termination;

                  (v) All such Bonuses and Other Compensation as provided for
                  the Section 8 above, it being understood, however, that all
                  such payments due, if made pursuant to this clause shall be
                  paid in cash within thirty (30) days of the date of
                  termination. All stock options granted by Company to Executive
                  under any provision of Section 8 or granted by Company to
                  Executive prior to the date hereof will accelerate and become
                  immediately exercisable;

                  (vi) A sum as reimbursement for reasonable out-of-pocket
                  expenses incurred for third-party professional financial and
                  tax advice provided by a licensed professional of Executive's
                  choice for a period of three (3) years after date of
                  termination, sum not to exceed, in any one year, twenty five
                  percent (25%) and in the aggregate, seventy five percent (75%)
                  of Executive's base salary, as provided in Section 8;

                  (vii) A sum as reimbursement for reasonable out-of-pocket
                  expenses incurred for out-placement advice and counseling
                  provided by a professional placement agency and/or recruiter
                  of Executive's choice for a period of twelve (12) months after
                  date of termination, sum not to exceed fifty (50) percent of
                  Executive's base salary.

                  (viii) Company shall pay Executive a sum to pay for Country
                  Club membership dues for one (1) year; and (ix) Company shall
                  transfer to Executive title of the personal car, furnished
                  Executive by company, in use at the time of the termination.

         11.2 Company may purchase life insurance to cover all or any part of
         its obligations contained in this paragraph and Executive agrees to
         take a physical examination to facilitate the placement of such
         insurance. In the event that Executive is uninsurable, Company may
         elect to disperse the funds due in equal monthly payments over the
         remaining period of the year due, or if less than six (6) months, over
         a period of twelve (12) consecutive months.

         11.3 Executive shall be entitled to terminate this Agreement without
         cause upon ninety (90) days written notice to Company. If Executive
         shall so terminate this Agreement, Executive shall be entitled to those
         benefits provided under existing law.

12.      CONSEQUENCES OF BREACH

         12.0 If this Agreement is terminated pursuant to Section 11.01 hereof,
         or if Company shall terminate Executive's employment under this
         Agreement in any other way that is a breach of this Agreement by
         Company, the following shall apply:



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<PAGE>   12

                  (i) The parties believe that because of the limitations of
                  Section 11 the payments to Executive do not constitute "Excess
                  Parachute Payments" under Section 280G of the Internal Revenue
                  Code of 1954, as amended (the "Code"). Notwithstanding such
                  belief, if any benefit under the preceding paragraph is
                  determined to be an "Excess Parachute Payment" Company shall
                  pay Executive an additional amount ("Tax Payment") such that
                  (x) the excess of all Excess Parachute Payments (including
                  payments under this sentence) over the sum of excise tax
                  thereon under Section 4999 of the Code and income tax thereon
                  under Subtitle A of the Code and under applicable state law is
                  equal to (y) the excess of all Excess Parachute Payments
                  (excluding payments under this sentence) over income tax
                  thereon under Subtitle A of the Code and under applicable
                  state law.

13.      MITIGATION AND OFFSET

         13.0 Executive shall not be required to mitigate the amount of any
         payment provided for in this Agreement by seeking employment or
         otherwise, nor to offset the amount of any payment provided for in this
         Agreement by amounts earned as a result of Executive's employment or
         self-employment during the period he is entitled to such payment.

14.      TAX "GROSS-UP" PROVISION

         14.0 If any payment due Executive under this Agreement results in
         Executive's liability for an excise tax ("parachute tax") under Section
         49 of the Internal Revenue Code of 1986, as amended (the "Code"), the
         Company will pay to Executive, after deducting any Federal, state or
         local income tax imposed on the payment, an amount sufficient to fully
         satisfy the "parachute tax" liability. Such payment shall be made to
         Executive no later than thirty (30) days prior to the due date of the
         "parachute tax".

15.      REMEDIES

         15.0 Company recognizes that because of Executive's special talents,
         stature and opportunities in the financial services industry, in the
         event of termination by Company hereunder (except under Section 10.0),
         or in the event of termination by Executive under Section 11, before
         the end of the agreed term, Company acknowledges and agrees that the
         provisions of this Agreement regarding further payments of base salary,
         bonuses and the exerciseability of stock options constitute fair and
         reasonable provisions for the consequences of such termination, do not
         constitute a penalty, and such payments and benefits shall not be
         limited or reduced by amounts Executive might earn or be able to earn
         from any other employment or ventures during the remainder of the
         agreed term of this Agreement.

16.      BINDING AGREEMENT

         16.0 This Agreement shall be binding upon and inure to the benefit of
         Executive, his heirs, distributes and assigns and company, its
         successors and assigns. Executive may not, without the express written
         permission of the Company, assign or pledge any rights or obligations
         hereunder to any person, firm or corporation.

17.      ARBITRATION

         17.0 Company and Executive agree that any dispute or claim concerning
         this Agreement, or the terms and conditions of employment under this
         Agreement, shall be settled by arbitration. The arbitration proceedings
         will be conducted under the Commercial Arbitration Rules of the
         American Arbitration Association in effect at the time a demand for
         arbitration under the Rules is made. The decision of the arbitrators,
         including determination of the amount of any damages suffered, will be
         exclusive, final and binding on Company and Executive, their heirs,
         executors, administrators, successors and assigns. Each



                                 Page 10 of 11
<PAGE>   13

         party will bear that party's own expenses in the arbitration
         proceedings for arbitrators' fees and attorney fees, for that party's
         witnesses, and other expenses of presenting the case. Other arbitration
         costs, including administrative fees and fees for records or
         transcripts, will be borne equally by Company and Executive.

18.      AMENDMENT; WAIVER

         18.0 This instrument contains the entire agreement of the parties with
         respect to the employment of Executive by Company and supersedes any
         prior Agreement between Company and Executive (it being understood,
         however, that this agreement shall not affect any stock options granted
         to Executive prior to the date hereof). No amendment or modification of
         this Agreement shall be valid unless evidenced by a written instrument
         executed by the parties hereto. No waiver by either party of any breach
         by the other party of any provision or condition of this Agreement
         shall be deemed a waiver of any similar or dissimilar provision or
         condition at the same or any prior or subsequent time.

19.      GOVERNING LAW

         19.0 This Agreement shall be governed by and construed in accordance
         with the laws of the State of Kansas.

20.      NOTICES

         20.0 All notices which a party is required or may desire to give to the
         other party under or in connection with this Agreement shall be given
         in writing by addressing the same to the other party as follows:

                  If to Executive, to:

                           Michael L. Gibson
                           205 Overhill Dr.
                           Paola, Kansas 66071

                  If to Company, to:

                           Team Financial, Inc.
                           Chairman of the Board
                           8 West Peoria
                           Paola, Kansas 66071

         or at such other place as may be designated in writing by like notice.
         Any notice shall be deemed to have been given within forty-eight (48)
         hours after being addressed as required herein and deposited,
         first-class postage prepaid, in the United States mail.

IN WITNESS THEREOF, the parties have executed this agreement this _____________
day of ______________________, 2001, effective as of the day and year first
above written.

                                        TEAM FINANCIAL, INC.


                                        By: /s/ Robert J. Weatherbie
                                            ------------------------------------
                                            Chief Executive Officer

                                        MICHAEL L. GIBSON

                                            /s/ Michael L. Gibson
                                        ----------------------------------------
                                            Executive


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