Exhibit 10.2


 


EMPLOYMENT AGREEMENT


 


BETWEEN


 


TEAM FINANCIAL, INC.


 


AND


 


MICHAEL L. GIBSON


 





















 


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

  	
   

  
				



 


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


 


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


 


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


 


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


 


1.             Term of Agreement and Definitions:


 


1.0          Term of Agreement: 
Company shall employ Executive and Executive accepts such employment for
a period beginning on the date of this Agreement and ending the 31st day of
December, 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.


 


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1.2.3       Annual Base Salary is the sum of money regularly paid by Company
to Executive each year of the term of this Agreement pursuant to provisions of
Section 8.0 of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


2.             Entire Agreement


 


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


 


3.             Validity


 


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


 


4.             Paragraphs and other headings


 


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


 


5.             Successors


 


5.0           The rights and duties of a party hereunder
shall not be assignable by that party; provided, however, that this Agreement
shall be binding upon and inure to the benefit of any successor of Company, and
any such successor shall be deemed substituted for Company under the terms of
this Agreement.  The term 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.


 


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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 President of Investments/CFO subject to the order and
direction of the Chief Executive Officer (“CEO”)
of Company.


 


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


 


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


 


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


 


8.             Salary, Bonus, Benefits, Additional Compensation


 


8.0          Annual Base Salary.


 


Executive
shall receive an annual base salary of $164,750.00 payable according to the
customary payroll practices of Company and subject to all required withholding
taxes.  The Chief Executive Officer, in
his discretion, may increase this base salary upon relevant circumstances.  Executive will be reviewed at least
annually.  At least every two years
Company will review Executive’s annual base salary for competitiveness and
appropriateness in the industry.  Any
increase in


 


4





















 


annual
base salary awarded to the Executive by the Company, shall constitute a new
annual base salary for the purpose of this Agreement. To be effective such
changes in the annual base salary shall be in writing signed by the Company.


 


8.1          Bonus.


 


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


 


8.1.2       Annual Executive Bonus.  In
addition, Executive shall be entitled to receive a yearly annual bonus.  The amount of such bonus shall be based upon
criteria established by the CEO and may include either or both stock and
cash.  Provided, however, such bonus
shall not exceed fifty percent (50%) of Executive’s annual base salary in
effect for the period for which the bonus is granted.  During the term of this Agreement, the yearly
annual bonus shall be paid not later than January 31 of the calendar year
following annual bonus year.


 


8.2                               Benefits.


 


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


 


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


 


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


 


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


 


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


 


8.2.5        Accounting. 
Executive shall account to Company for any reimbursement or payment of
such expenses in such a manner as Company practices may from time to time
require.  Subject to


 


Company’s
policy regarding the payment of reimbursable expenses, Company shall reimburse
Executive for such expenses from time to time, at Executive’s request.


 


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


 


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


 


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


 


8.3           Additional Compensation.


 


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


 


8.4           Tax Liability.


 


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


 


9.             Protection of Company’s Interests


 


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


 


9.1           Except for actions taken in the course of his
employment hereunder, at no time shall Executive divulge, furnish or make
accessible to any person any information of a confidential or proprietary
nature obtained by him while in the employ of Company.  Upon termination of his employment by


 


Company,
Executive shall return to Company all such information which exists in writing
or other physical form and all copies thereof in his possession or under his
control.


 


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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.


 


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


(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


 


8





















 


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


 


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


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


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


 


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


 


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


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


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


 


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


 


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


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


(iv)          A cash payment equal to the present value
(based on a discount rate equal to the then current 5 year treasure note with a
floor of 5% and a ceiling of 9%) of Executive’s annual base salary hereunder
for the remainder of the term of the Agreement, or for one (1) year, which ever
is longer, payable within thirty (30) days of the date of such termination;


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


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


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


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


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


 


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


 


10.6         Company may purchase life insurance to cover
all or any part of its obligations contained in this paragraph and Executive
agrees to take a physical examination to facilitate the placement


 


10





















 


of
such insurance.  In the event that
Executive is uninsurable, Company may elect to disperse the funds due in equal
monthly payments over the remaining period of the year due, or if less than six
(6) months, over a period of twelve (12) consecutive months.


 


11.          Termination by Executive


 


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


(i)            Upon material breach or good cause;
and


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


 


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


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


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


 


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


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


(iv)          A cash payment equal to the present value
(based on a discount rate equal to the then current 5 year treasure note with a
floor of 5% and a ceiling 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;


(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
Paola 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


 


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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 on a discount rate equal to the then current 5 year treasure note
with a floor of 5% and a ceiling 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.


 


(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; 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
Paola 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.


 


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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
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.


 


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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 the State of Kansas.


 


20.                               Notices


 


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


If to Executive, to:


Michael
L. Gibson


205
Overhill Dr.


Paola,
Kansas 66071


 


If
to Company, to:


Team
Financial, Inc.


Chairman
of the Board


8
West Peoria


Paola,
Kansas 66071


 


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


 


15





















 


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.


 


	
   

  	
  TEAM
  FINANCIAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Denis
  Kurtenbach

  	
   

  
	
   

  	
   

  	
  Compensation
  Committee Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MICHAEL L.
  GIBSON

  
	
   

  	
   

  
	
   

  	
  /s/ Michael
  L. Gibson

  	
   

  
	
   

  	
   

  	
  Executive

  
							



 


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