Exhibit 10.29


 


EMPLOYMENT AGREEMENT


BETWEEN


TEAMBANK, N.A.


AND


CAROLYN SUE JACOBS


 


This Agreement is made this 1st
day of January, 2004 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, 2006, 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, 2006; the term of this Agreement shall be extended
automatically without further action by either party such that at every moment
of time thereafter, the term shall be one year.


 


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


 


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


 


1.2.1       Employment on an active full
time basis means the Executive’s
professional services shall be substantially devoted to Company.  Although prior approval by the Company of
Executive’s employment by third parties is not required, the Company shall have
the right to review any employment of Executive by any entity and shall have
the right to require Executive to abandon any unsuitable employment as may be
determined


 

















 


by Company or any activities
competitive with Company.  The term
“active full time basis” includes the requirement that Executive refrain from
any activities which interfere with Executive’s Company duties.


 


1.2.2       Year, Month, Week and Day, unless otherwise provided in this agreement,
the word “year” shall be construed to mean a calendar year of 365 days, the
word “month” shall be construed to mean a calendar month, the 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.


 


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.


 

















 


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.


 


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 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.


 


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 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 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
of9%) 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. 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
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;


 


(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.


 


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


 


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 10th day of March, 2004, effective as of the
day and year first above written.


 


	
   

  	
  TeamBank, N.A. (Company)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J
  Weatherbie

  	
   

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  
	
   

  	
  Carolyn Sue Jacobs

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Carolyn Sue Jacobs

  	
   

  
	
   

  	
   

  	
  Executive

  
						



 

















 


This Agreement
made this
                     
Day of
                           ,
19     , by and between Team Financial, Inc. (TFI), a
Kansas Corporation, (“Company”) and TeamBank, N.A., a National Association (“Agent”).


 


Company, an ESOP
organization, is engaged in the business of providing financial services and
desires to engage the Agent for the Administration of the Team Financial, Inc.
ESOP Plan (Plan).


 


In consideration of the mutual terms, conditions and covenants
hereinafter set forth, the parties agree as follows:


 


The Company engage the Agent
for the purpose of administration of the Plan.


 


The duties and
responsibilities of the Agent shall be to provide or arrange to be provided all
administrative services associated with the timely administration of the Plan
and the Agent shall devote such time and effort as are required to effectively
satisfy all assigned duties and responsibilities.  The specific duties, responsibilities and reporting obligations
are assigned in the matrix of responsibilities derived by the Advisory Board of
the Trustee which are attached as a separate document.


 


This Agreement shall continue
in full force and effect until terminated, in writing, by either party.  This agreement may be terminated by either
party: (i) Agent may terminate this agreement during the ninety  (90) day period following the annual company
meeting and at no other time, with written notice to Company, certified mail,
return receipt requested; (ii) Company may terminate this agreement at any time
with thirty (30) days’ written notice of the Agent, certified mail, return
receipt requested.


 


For the services performed
hereunder the Agent shall receive a fee as annually negotiated by Company and
Agent.


 


The Agent shall not represent
any company engaged in the same business as the Company during the term of this
agreement not for a period of twelve (12) months thereafter if the Agent
terminates this agreement.


 


Agent shall continue to
employ SVP Trust Officer, Carolyn Jacobs, to accomplish the purposes of this
agreement.  Said employee or any other
Agent employee shall not be deemed to be an employee of Company and Agent shall
be responsible for all aspects of employment and compensation of said
employees.


 


The SVP Trust Officer shall
be authorized to contract all outside services for Company that are needed to
successfully carry out the administration of Plan.  Company shall provide Agent a budget sufficient to accomplish
assigned duties and responsibilities.


 


It is intended that Agent
shall be an independent contractor. 
Nothing contained in this agreement is intended or shall be construed to
constitute the Agent as a partnership, joint venture, or employee relationship
between Company and Agent.


 


Nothing contained in this
agreement shall be construed to relieve Company of its responsibilities of
satisfying the terms and conditions of the Plan.


 


Intending to be legally
bound, the parties have signed this Agreement as of the date first above
written.


 


 


	
   

  	
  Team Financial, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Robert Weatherbie

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TeamBank, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Rick Bartley