EXHIBIT 10.1


 





 


 


November 6, 2018


 


Mr. Jacob L. Singleton


 


Dear Jake:


 


This letter agreement (this “Letter Agreement”) sets forth the terms and
conditions of your compensation package and your at-will employment arrangement as Chief Financial Officer (“CFO”)
of The Joint Corp. (the “Company” or “The Joint”). After you have reviewed the terms of this Letter Agreement,
please sign below to signify your acceptance.


 


Position


 


In your capacity as CFO, you will have the duties, responsibilities and authority assigned
to you by the President and Chief Executive Officer of the Company (the “CEO”). The CEO shall have the right, at his
sole discretion, to modify your duties, responsibilities and/or authority from time to time.


 


Term


 


The Letter Agreement (i) shall be effective as of November 6, 2018 (“Effective
Date”), (ii) shall remain effective for one year (the “Initial Term”) and (iii) shall automatically renew for
successive one-year terms (each, a “Renewal Term” and together with the Initial Term, the “Term”), unless
at least sixty (60) days before the end of the then-current Term either party notifies the other party in writing of its or his
desire not to renew. Notwithstanding the foregoing, either party may terminate this Agreement at any time upon written notice to
the other party, in accordance with the section entitled “At Will Employment/Termination,” below.


 


Performance


 


While employed by the Company, you shall render your services diligently, faithfully
and to the best of your ability, and shall devote substantially all of your working time, energy, skill and best efforts to the
performance of your duties hereunder, in a manner that will further the business and interests of the Company.   


 


While employed by the Company, you shall not be engaged in any business activity which,
in the reasonable judgment of the CEO or the Board, conflicts with Employee’s duties hereunder.


 


Compensation


 


Effective November 6, 2018, your annual base salary has been set at the rate of Two Hundred
Thousand Dollars ($200,000.00) (“Base Salary”). The Base Salary is payable in accordance with the Company’s regular
payroll schedule and subject to appropriate withholdings and deductions.


 


 









    


    


    

 


During your employment, you will be eligible to participate in the Company’s Short-Term
Incentive Plan (“STIP”) with a target amount equal to forty percent (40%) of your Base Salary. You must be actively
employed by the Company on the date of payout in order to receive an award under the STIP. Bonus payments will be determined after
the completion of The Joint’s annual audit on or about March 1 of each year. The Joint will pay any bonus payable to you
no later than March 15 of the year after the end of the year for which the bonus is earned, provided that in the event The Joint
pays annual bonuses to employees generally at a different time, your payment will also be paid at that time.


 


Benefits


 


You will continue to be eligible to participate in the employee fringe benefits programs
and plans as may be in effect from time to time that are generally available to similarly-situated Company employees, subject to
the terms and eligibility requirements of such programs and plans. Additionally, notwithstanding the provisions of the Employee
Handbook, you shall be entitled to four (4) weeks of paid vacation annually. Upon the termination of your employment, you shall
be entitled to receive the cash value of any unused vacation.


 


Amended and Restated 2014 Incentive Stock Plan and Future Long-Term Incentive Plans


 


You will continue to participate in The Joint Corp. Amended and Restated 2014 Incentive
Stock Plan (the “Stock Plan”). You also will be eligible to participate in any other long-term incentive plans that
The Joint may adopt, subject to the terms and eligibility requirements of any such plans and the discretion of The Joint’s
board of directors (or of the committee of the board administering the plan for executive officers and senior management) in making
awards under such plans.


 


You will receive a grant of stock options under the Stock Plan as soon as practicable
following the Effective Date, in the amount of 35,000 shares, such stock options to be qualified as “incentive stock options”
pursuant to Section 422 of the Internal Revenue Code. 8,750 of such options shall vest on each of the first four anniversaries
of the grant date. These options are in lieu of any grant you might have received in March of 2019 under the Stock Plan or the
Company’s long-term incentive plan, if any.


 


“At-Will” Employment/Termination


 


Nothing in any of the Company's personnel policies will be deemed to constitute a right
to employment or to otherwise obligate the Company to employ you. At all times, your employment with the Company is “at-will,”
which means that you may resign at any time for any reason and the Company may terminate your employment at any time for any reason
or for no reason at all, with or without advance notice (provided that any notice of termination by either party shall be in writing).
If your employment is terminated for any reason, this Letter Agreement will terminate automatically, you shall have no further
rights or obligations hereunder except for the provisions that expressly survive the termination of this Letter Agreement and the
terms and conditions contained in the Confidentiality, Nonsolicitation and Noncompetition Agreement (the “Confidentiality
Agreement”) that accompanies this Letter Agreement, and the Company shall have no further obligations to you, other than
for payment of your Base Salary through the date of termination to the extent not theretofore paid. Notwithstanding the foregoing,
if the Company terminates your employment other than for Cause or Disability (each as defined below) or death, and you enter into
a separation agreement including a general release of claims and obligations against the Company and its affiliates in a form and
substance acceptable to the Company within fifty-two (52) days after your date of termination and provided you have not rescinded
such separation agreement within seven (7) days thereafter, then you will be entitled to a severance payment equal to fifty percent
(50%) of your then-current Base Salary. The severance payment will be payable in installments over a six month period beginning
with the next regular payroll payment date in accordance with the Company’s normal payroll practice. To the extent that,
the severance payment is not subject to Code Section 409A, the Company may, in its sole discretion, elect to make your severance
payment in a lump sum in cash within sixty (60) days after your date of termination. If paid in installments, each installment
shall be treated as a separate payment for Code Section 409A purposes. To the extent necessary to comply with Code Section 409A,
if the severance payment could be made or commence in more than one taxable year depending upon when you execute the release, the
payment will be made or commence in the later taxable year. Upon termination, you shall not be entitled to any pro-rata portion
of STIP.


 






    


    


    

 


For purposes of this Letter Agreement, Cause means any one or more of the following:
(i) the commission of any crime involving dishonesty, breach of trust or physical harm to any person, (ii) willfully engaging in
conduct that is in bad faith or injurious to The Joint or its business (including, for example, fraud or embezzlement), (iii) gross
misconduct, whether personal or professional, which could cause harm to the business or reputation of The Joint, (iv) failure to
comply with the significant provisions of The Joint’s policies as specified in the Employee Handbook or Code of Ethics, or
as otherwise adopted by the board of directors and provided to you, applicable to you and then in effect, or (v) willful and material
failure to perform or observe, or gross negligence in the performance of, any of the terms or provisions of this Letter Agreement,
including the failure to follow the reasonable written directions of the CEO, and any breach of this agreement or covenants of
confidentiality, non-competition, non-solicitation or other covenants you’ve agreed to with The Joint.


 


For purposes of this Letter Agreement, “Disability” shall mean your inability
to perform the essential functions of your job, with or without reasonable accommodation for a period of at least ninety (90) substantially
continuous days or for a period of one hundred twenty (120) days in the aggregate during any 12-month period.


 


This section entitled “’At Will’ Employment/Termination” shall
survive the termination of this Letter Agreement, provided that if the parties enter into a new written employment agreement, any
provision in such new employment agreement relating to severance shall supersede and replace this section and this section shall
terminate.


 


Deferred Compensation


 


This Letter Agreement shall be interpreted and administered in a manner so that any amount
or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements
of Section 409A of the Internal Revenue Code (the “Code”) and applicable Internal Revenue Service guidance and Treasury
Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code).


 


Notwithstanding anything in this Letter Agreement to the contrary, to the extent that
any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the
Code would otherwise be payable or distributable hereunder by reason of your termination of employment, such amount or benefit
will not be payable or distributable to you by reason of such circumstance unless (i) the circumstances giving rise to such termination
of employment meet any description or definition of "separation from service" in Section 409A of the Code and applicable
regulations (without giving effect to any elective provisions that may be available under such definitions), or (ii) the payment
or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term
deferral exemption or otherwise. If this provision prevents the payment or distribution of any amount or benefit, such payment
or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation
from service,” or such later date as may be required by the following paragraph.


 






    


    


    

 


If any amount or benefit that would constitute non-exempt “deferred compensation”
for purposes of Section 409A of the Code would otherwise be payable or distributable under this Letter Agreement by reason of your
separation from service during a period in which you are a “specified employee” (as defined in Section 409A of the
Code and applicable regulations), then payment or commencement of such non-exempt amounts or benefits shall be delayed until the
earlier of (i) thirty (30) days following your death or (ii) the first day of the seventh month following your separation from
service.


 


The provisions of this Section shall survive the termination of this Letter Agreement.


 


Confidentiality, Non-Solicitation and Non-Competition Agreement


 


This Letter Agreement is subject to your entering into the confidentiality, noncompetition
and nonsolicitation agreement which has been provided to you with this Letter Agreement (the “Confidentiality Agreement”).
The Joint would not enter into this Letter Agreement without your entering into the Confidentiality Agreement.


 


Assignment


 


Neither you nor The Joint shall assign, transfer, pledge or encumber any interest in
this Letter Agreement or any part thereof without the express written consent of the other party. For the avoidance of doubt, in
the event of a change of control of The Joint, (i) your failure to consent to the assignment of this Agreement upon The Joint’s
(or its successor’s) request shall be considered a termination of this Agreement by you; and (ii) The Joint’s (or its
successor’s) failure to consent to the assignment of this Agreement upon your request shall be considered a termination of
this Agreement by The Joint (or its successor) without Cause (unless The Joint or its successor expressly states that the termination
is for Cause, including the reasons therefor).


 


Dispute Resolution


 


You acknowledge and agree that it is absolutely critical that this Letter Agreement be
implemented in a manner which minimizes the possibility of any material disagreement and/or dispute. Any dispute or disagreement
between you and the Company with respect to any term or provision of this Letter Agreement, the subject matter hereof, or the interpretation
or enforcement hereof, shall be resolved through confidential good faith negotiation, followed, if necessary, by confidential mediation.
All actions brought with respect to this Letter Agreement shall be brought and maintained only in Maricopa County, Arizona (unless
otherwise mutually agreed by you and the Company). The Company and you hereby both agree to waive trial by jury in any action,
proceeding or counterclaim brought by the Company or you against the other with respect to any matter arising out of or in connection
with this Letter Agreement. Should either you or the Company, or any heir, personal representative, successor or permitted assign
of either party, resort to legal proceedings to enforce this Letter Agreement, the prevailing party in such legal proceeding shall
be awarded, in addition to such other relief as may be granted, attorneys’ fees and costs incurred in connection with such
proceeding. For purposes of this Agreement, the term “prevailing” shall mean prevailing on the merits in a final adjudication
of a claim brought hereunder, regardless of whether a settlement has been offered and rejected by either party. The provisions
of this paragraph shall survive the termination of this Letter Agreement.


 






    


    


    

 


Cooperation.


 


Upon termination of your employment for any reason, other than for Cause, death or Disability,
you shall fully cooperate with and assist The Joint in the transition of all significant areas of your responsibility for the conduct
of The Joint’s business to the officers and employees of The Joint who have been assigned by The Joint to assume such duties.
In this regard, and without limiting your obligation to assist with the transition, you shall within one (1) week of the effective
date of your termination, deliver a transition memorandum to The Joint setting forth in reasonable detail, all material open matters
with respect to which you have been devoting your attention including the status of such matters, the anticipated timeline for
completion of such uncompleted matters, key persons within and outside of The Joint who are involved in such matters and their
respective roles, and any other information reasonably necessary or appropriate in order to effect the transition of responsibility
for such matters from you to the persons to whom they have been reassigned including copies of pertinent background correspondence
and documents in your possession. Following termination of employment, you shall have no further responsibility for the advancement
or resolution of any open matters, but shall make yourself reasonably available by telephone or timely email correspondence for
up to sixty (60) days following the termination of employment to respond to questions about the facts and circumstances surrounding
and applicable to the open matters. Failure to fully comply with this paragraph shall be grounds for withholding post-termination
severance payments due to you, but only if you are given written notice that The Joint believes that you are not fully cooperating,
which notice states the reasons therefore, and after you are given fifteen (15) days to cure such non-cooperation. If such non-cooperation
is ultimately cured, then any post-termination severance payments which may have been withheld shall be promptly resumed including
all back payments.


 


General Provisions


 


The provisions of this Letter Agreement are severable from one another and the invalidity
of one part of the Letter Agreement shall not invalidate any other part.


 


This Letter Agreement shall be deemed to be made in and shall in all respects be interpreted,
construed and governed by and in accordance with the laws of the State of Arizona (without giving effect to the conflict of law
principles thereof). Both the Company and you represent and agree that, prior to executing this Letter Agreement, each has had
the opportunity to consult with independent counsel concerning the terms of this Letter Agreement. No provision of this Letter
Agreement or any related documents shall be construed against, or interpreted to the disadvantage of either of the Company or you
by any court or any governmental or judicial authority by reason of either having, or being deemed to have, structured or drafted
such provision or any portion of this Letter Agreement.


 






    


    


    

 


This Letter Agreement is intended to be the final expression of the Company’s and
your agreement with respect to the subject matter hereof, and this is the complete and exclusive statement of the terms of that
agreement, notwithstanding any representations, statements or agreements to the contrary made by either. This Letter Agreement
supersedes any earlier agreements governing the same subject matter. This Letter Agreement may not be amended or modified other
than by a written agreement executed by the parties hereto or their respective successors and legal representatives. You acknowledge
and agree that standard Company policies and procedures applicable to all employees, as amended from time to time, shall govern
matters not set forth in this Letter Agreement.


 


[Signature page follows.]


 


 


 


 


 


 


 


 


 



    


    


    







 


If the foregoing is acceptable to you, please so indicate by signing a copy of this letter
where indicated below and returning it to the undersigned.


 


Very truly yours,


 


 





THE JOINT CORP.


 





	/s/ Peter Holt	 	 
	Peter Holt, President and Chief Executive Officer	 	 
	 	 	 
	Agreed and accepted this 6th day of November, 2018




	 	 
	 	 	 
	/s/ Jacob L. Singleton	 	 
	Jacob L. Singleton