Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


BETWEEN


 


TEAM FINANCIAL, INC.


 


AND


 


ROBERT J. WEATHERBIE


 





















 


TABLE OF CONTENTS


 


	
  Section

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Term of Agreement and Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Entire
  Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Validity

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Paragraphs and other headings

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Successors

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Designation of beneficiaries

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Duties

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Salary, Bonus, Benefits, Additional
  Compensation

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Protection of Company’s Interests

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Termination by Company

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Termination by Executive

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Consequences of Breach

  	
   

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Mitigation and Offset

  	
   

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Tax “Gross-Up” Provision

  	
   

  
	
   

  	
   

  	
   

  
	
  15.

  	
  Remedies

  	
   

  
	
   

  	
   

  	
   

  
	
  16.

  	
  Binding
  Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  17.

  	
  Arbitration

  	
   

  
	
   

  	
   

  	
   

  
	
  18.

  	
  Amendment;
  Waiver

  	
   

  
	
   

  	
   

  	
   

  
	
  19.

  	
  Governing
  Law

  	
   

  
	
   

  	
   

  	
   

  
	
  20.

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  
	
  Signatures

  	
   

  



 


This
Agreement is made this 1st day of January, 2005, between Team Financial, Inc.,
a Kansas corporation (“Company”)
and Robert J. Weatherbie (“Executive”).


 


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A.            Executive is employed as Chairman and Chief
Executive Officer, 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 Chairman and
Chief Executive Officer.


 


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, 2007, 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, 2007; 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 Aactive 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 Ayear@ 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.


 


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.


 


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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 Asuccessor@ 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.


 


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 Chairman of the Board of Directors and Chief Executive
Officer subject to the order and direction of the Board of Directors (“Board”) 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


 


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shall
exercise such power and authority as delegated by the Board from time to time
provided that such duties are commensurate with the positions of Chairman of
the Board and Chief Executive Officer. 
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 Chairman of the Board and Chief
Executive Officer shall be defined using a written job definition, developed by
an executive compensation committee appointed by the Board of Directors.  The Board 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 Board 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.  If the requirements of
Company, as determined by the Board, make it desirable to relocate the
principal offices of Company to another location during any period of
employment, Executive will be consulted in advance of any such relocation.  Unless Executive otherwise consents, the
principal place of Executive’s employment shall be within a 50 mile radius of
Paola, Kansas.


 


8.             Salary, Bonus, Benefits, Additional Compensation


 


8.0          Annual Base Salary.


 


Executive
shall receive an annual base salary of $250,000.00 payable according to the
customary payroll practices of Company and subject to all required withholding
taxes.  The compensation committee of
Board, in its discretion, may increase this annual base salary upon relevant
circumstances.  Executive will be
reviewed at least annually.  At least
every two years compensation committee 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 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 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 compensation committee of Board 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 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.


 


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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 three (3)
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        Executive shall be entitled to reimbursement,
not to exceed $5,000.00 for the term of the agreement, for home office use,
including, but not limited to, an appropriate computer/modem installation,
printer, desk, chair, and such business related supplies as are used for
Company’s business.


 


8.2.7        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.


 


8.2.8        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, or the choice of Executive=s designated beneficiary, or in the absence
of a designated beneficiary his estate if he be deceased.  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.


 


8.2.9        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.


 


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.


 


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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,
Executive=s designated beneficiary, or in the absence of a designated
beneficiary, the estate of the Executive, will receive all sums due under the
Split Dollar Agreement and Deferred Compensation Agreement between Executive
and TeamBank, N. A. then in existence. 
In the event the total amount paid to the beneficiaries or the estate of
Executive is less than $500,000.00, Company shall pay to the designated
beneficiary of Executive, or in the absence of a designated beneficiary, to the
estate of Executive, as soon as reasonably practical, a sum equal to the
difference between the total amount paid under the Split Dollar Agreement and
$500,000.00.  Under this section it is
the intent of the Company and Executive that the Executive=s beneficiary, or in the absence of a
designated beneficiary, to the estate of Executive, receive in total death
benefits shall not be less than $500,000.00. Company may purchase life
insurance to cover all or any part of its obligations contained in this
section. Executive agrees to take a physical examination to facilitate the
Company=s purchase of such insurance.  In
the event that Executive is uninsurable, Company may elect to disperse any
funds owed by Company under this section 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, 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 twelve (12) months after the date of termination due
to death.


 


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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 conclusive 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 three years 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.  If this agreement is terminated
for disability Executive shall also be entitled to:


 


(i)            All Company insured and self insured medical
and dental plans in which Executive was participating immediately prior to
termination paid for by the company for a period of one year 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..


(ii)           The group individual life insurance policies
of Company then in effect for Executive, and the life insurance contained
within section 8.2.1; 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.


(iii)          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;


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


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


 


10.3         For purposes of this Agreement, material breach and good cause shall
mean willful misconduct in following the legitimate directions of the
compensation committee of the Board of Directors; 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 Board 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


 


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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.


 


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 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 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, equivalent to 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’s expense, with a desk; credenza; conference table; phone; access to
fax for outgoing and incoming faxes; computer, software, and printer.  All of the above will be equivalent to what
Executive was using at the time of termination.


(iv)          A cash payment equal to the present value
(based on a discount rate of 8%) 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


 


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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;


(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
a 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 Board of Directors, to terminate his services under this
Agreement effective thirty (30) days from and after receipt of such notice by
Board.  Such notice shall include a
specific description of such breach and Board shall have until the effective
date of the notice to cure or remedy such breach.  Upon the cure or remedy of such breach,
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
Board:  a failure, without good cause or
Executive’s consent to continue Executive as Chairman and Chief Executive
Officer of Company and a director of Company; a failure, without good cause or
Executive’s consent to continue to vest Executive with the power and authority
of Chairman and Chief Executive Officer of Company; the loss, without good
cause or Executive’s consent,  of any
significant duties or responsibilities attending such office.  Provided, however, Executive shall have the
exclusive right and option to approve any resulting salary and benefits, title,
duties and responsibilities of Executive if Company is (or substantially all of
its assets are) sold to or combined with another entity and Executive is
offered continuing employment with such entity. 
Upon the failure of Executive to approve any such resulting salary and
benefits, title, duties and responsibilities he shall be deemed to have elected
to terminate this Agreement for a good cause. 
Upon the occurrence of any happening which would authorize Executive to
terminate his employment for good cause, Executive shall notify Board 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.  Board 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, 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


 


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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, equivalent to 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; credenza; conference table; phone; access to fax
for outgoing and incoming faxes; computer, software, and printer.  All the above will be equivalent to what
Executive was using at the time of termination;


(iv)          A cash payment equal to the present value
(based on a discount rate 8%) 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.


 


11.4         If Company is (or substantially all of its
assets are) sold to or combined with another entity, Executive shall have the
exclusive right and option to approve any resulting salary, benefits, title,
duties and/or responsibilities of Executive if the entity offers Executive
continuing employment with the entity or in the alternative Executive shall be
entitled to terminate this Agreement for good cause and shall have all of the
entitlements set forth in Section 11.1 (i) through (ix) except the entitlement
provided for in (iv) which shall be void in these circumstances and the
following shall be substituted therefore; A(iv) A cash payment equal to the present
value (based upon a


 


10





















 


discount
rate of 8%) of Executives base after-tax salary hereunder for the remainder of
the term of this Agreement, or for three (3) years, which ever is longer,
payable within thirty days of the date of such termination.@


Executive
shall also 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, equivalent to 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’s expense, with a desk; credenza; conference table; phone; access to
fax for outgoing and incoming faxes; computer, software, and printer.  All of the above will be equivalent to what
Executive was using at the time of termination.


(iv)          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;


(v)           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;


(vi)          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;


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


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


 


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:


(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


 


11





















 


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 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


 


12





















 


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:


Robert J.
Weatherbie


2205 Lakeview
Drive


Paola, Kansas
66071


 


If to Company,
to:


Team
Financial, Inc.


Chairman of
Compensation Committee


8 West Peoria


Paola, Kansas
66071


 


13





















 


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 28th day of December
, 2004, effective as of the day and year first above written.


 


 


	
   

  	
  TEAM
  FINANCIAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ D.
  A. Kurtenbach

  	
   

  
	
   

  	
   

  	
  Chairman of
  Compensation Committee

  
	
   

  	
   

  
	
   

  	
  ROBERT J.
  WEATHERBIE

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Robert
  J. Weatherbie

  	
   

  
	
   

  	
   

  
	
   

  	
  Executive

  
						



 


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