Exhibit 10.29


 


EMPLOYMENT AGREEMENT


 


BETWEEN


 


TEAMBANK, N.A.


 


AND


 


CAROLYN SUE JACOBS


 





















 


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

  	
   

  
	
   

  	
   

  	
   

  
	
  21.

  	
  Signatures

  	
   

  



 


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EMPLOYMENT AGREEMENT


BETWEEN


TEAMBANK, N.A.


AND


CAROLYN SUE JACOBS 


 


 


 


This
Agreement is made this 1st day of January,  2005 between TeamBank, N.A.,  a National  Association located in Paola,  Kansas (“Company”)
and Carolyn Sue Jacobs  (“Executive”).


A.            Executive is employed as Senior Vice
President and Trust Officer and Administrator for the Team Financial, Inc.
Employee Stock Ownership Plan (ESOP) for whom TeamBank, N.A. is the agent, 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 Senior Vice President and Trust Officer of
TeamBank, N.A. and Administrator for the ESOP.


 


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          Terms of Agreement: 
Company shall employ Executive and Executive accepts such Employment for a term beginning on the
date of this Agreement and ending the 31st day of December, 2007,
subject to the terms and conditions 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:  Notwithstanding 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 “active full time basis” includes
the requirement that Executive refrain from any activities which interfere with
Executive’s Company duties.


 


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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 work “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.


 


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, 
under standings 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 Executive 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 prevision 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.


 


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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 sums due to Executive hereunder shall be paid as designed 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 Senior Vice President and Trust Officer and Administrator for the
ESOP subject to the order and direction of the President 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.  Executive shall
perform such duties and shall exercise such power and authority as delegated by
the President from time to time, provided that such duties are commensurate
with the position of Senior Vice President and Trust Officer and Administrator
for the ESOP.  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 Executive shall be defined
using a written job definition developed by the President.  The President 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.


 


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8.             Salary, Bonus, Benefits, Additional Compensation


 


8.0          Annual Base Salary.


 


Executive
shall receive an annual base salary of 
$94,190.32 payable according to the  customary payroll practices of Company and subject to all required withholding
taxes.  The President, in the President’s
discretion, may increase this annual base salary upon relevant
circumstances.  Executive will be
reviewed at least annually.  Any increase
in annual base salary awarded by the President, will constitute a new annual
base salary for the purpose of the Agreement.


 


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 President 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 $110,000.00 with all premiums 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 expense. 
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       Accounting. 
Executive shall account to the 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.


 


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8.2.5       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.


 


8.2.6       During (i) the term of this Agreement, (ii)
the twelve month period following the termination of this Agreement as a result
of death, (iii) the twelve month 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 his disability or time
of termination.


 


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 the 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 Executive’s ownership of not more than five percent (5%) of voting
stock of any publicly held corporation.


 


9.1          Except for actions taken in the
course of Executive’s 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 Executive’s employment by
Company, Executive shall return to Company all such information which exists in
writing or other physical form and all copies thereof in Executive’s possession
or under Executive’s 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


 


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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 $300,000.00, Company shall pay to the designated
beneficiary of Executive, or n 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
$300,000.00.  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 $300,000.00. 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.


 


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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 Executive’s 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 Executive’s 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 question 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 physician, 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 Executive’s
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 Executive’s
appointed guardian, at the time she is determined to be disabled.  Whenever compensation is payable to Executive
hereunder, during a time when Executive is disabled, pursuant to the terms of
any insurance provided by Company, the compensation payable to Executive
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; 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


 


8





















 


provision
of Section 8 or granted by Company to Executive prior to the date hereof will
accelerate and become immediately exercisable;


 


10.3        For purposes of this Agreement, material
breach and good cause shall mean willful misconduct in following the legitimate
directions of the President; 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 President 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 Executive has corrected any
specified deficiencies.  Upon the cure or
remedy of such deficiencies, 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 Company and Executive can not 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.


 


Entitlements
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 commencement 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 participation 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


 


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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.


 


Entitlements
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 two (2) 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 two (2) years
after the date of termination.


(iii)          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;


(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 one (1) year after date of termination, sum not to exceed twenty five
percent (25%) of Executive’s annual base salary, as provided in Section 8:


(vi)          A sum as reimbursement for reasonable
our-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
annual base salary, as provided in Section 8;


 


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 President
without cause.


 


11.01      For purposes of this Agreement, a material breach
by Company of the terms of this Agreement shall entitle Executive, upon written
notice to 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 Company shall have
until the effective date of the notice to cure or remedy such breach.


 


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Upon
the cure or remedy of such breach, Executive shall rescind Executive’s 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 Senior Vice President and Trust
Officer and Administrator of the ESOP; a failure, without good cause to
continue to vest Executive with the power and authority of Senior Vice
President and Trust Officer and Administrator of the ESOP; the loss, without
good cause or Executive’s consent, of any significant duties or responsibilities
attending such offices. Provided, however, Executive’s title, duties and responsibilities
shall be deemed to be altered with good cause by the President 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
with a like Agreement, for a term no less than that of this Agreement. Upon the
occurrence of any happening which would authorize Executive to terminate
Executive’s employment for good cause, Executive shall notify the President 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 President 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 Executive’s 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
than 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.


 


Entitlements
of (i) and (ii) of this section shall be maintained in effect for the continued
benefit of Executive and Executive’s dependents for a period of one (1) year
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 one
(1) year after the date of termination.


(iii)          A cash payment equal to the present value
(based on a discount rate of 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;


(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 one (1) year after date of


 


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termination,
sum not to exceed twenty five percent (25%) of Executive’s annual 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
annual base salary, as provided in Section 8;


 


11.02      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 only to those benefits provided under
existing law.


 


11.03      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; “(iv) A cash payment equal to the
present value (based upon a discount rate of 9%) 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.


ii)             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)          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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(v)           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;


 


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 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 ability to
exercise 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.


 


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16.                               Binding Agreement


 


16.0        This agreement shall be binding upon and
inure to the benefit of Executive, Executive’s heirs, distributes and assigns
and company, its successor and assigns. 
Executive may not, without the express written permission of the Company
assign or pledge any right 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 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 thee 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:


Carolyn
Sue Jacobs


807
East Osage


Paola,
Kansas 66071


 


If
to Company, to:


TeamBank,
N.A.


President


One
South Pearl, P.O. Box 369


Paola,
Kansas 66071


 


14





















 


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 13th day of January 2005, effective as of the day and year
first above written.


 


	
   

  	
  TeamBank,
  N.A. (Company)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Robert
  J. Weatherbie

  	
   

  
	
   

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Carolyn
  Sue Jacobs SVP & Trust Officer

  	
   

  
	
   

  	
  Executive

  
					



 


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