EXHIBIT 10.1


 


EMPLOYMENT AGREEMENT


 


(Peter Holt)


 


This Agreement is entered into as of April 27, 2016 (the “Effective
Date”) by The Joint Corp., a Delaware corporation (the “Joint”), and Peter Holt (“Executive”).


 


Background


 


The Joint desires to retain Executive’s services as its Chief
Operating Officer, and Executive desires to provide those services to the Joint, on the terms of this Agreement.



 


Now, therefore, in consideration of their mutual promises and intending
to be legally bound, the parties agree as follows:


 


1.Definitions.
Certain capitalized terms used in this Agreement are defined in the attached Exhibit 1.


 


2.Employment.
The Joint shall employ Executive on a full-time basis as its Chief Operating Officer, with such
management duties and responsibilities as set forth in the Joint’s bylaws and as from time to time assigned by its board
of directors, plus those initial objectives and responsibilities contained in the attached Exhibit 2,
which are incorporated herein by this reference and shall be of a nature commensurate with Executive’s title Executive shall
work in the Joint’s Scottsdale, Arizona office, and will report to the Joint’s Chief Executive Officer.


 


3.Term.
The term of this Agreement shall begin on the Effective Date and end on December 31, 2017 (the
“Term”). Notwithstanding the foregoing, this Agreement may be terminated at any time as provided in Paragraph
11 of this Agreement. Not less than 60 days before the expiration of the Term, the Joint
and Executive will enter into good faith negotiations regarding the extension or renewal of the term.


 


4.Base
Salary, Bonus Opportunity, Additional Compensation and Expenses.


 


(a)The Joint shall pay Executive a base salary for Executive’s
services at the rate of $280,000.00 per year in accordance with the Joint’s normal biweekly payroll practices. Salary payments
to Executive shall be reduced for payroll deductions required by law or authorized by Executive. Executive’s annual base
salary shall be subject to adjustment based on performance review in accordance with the Joint’s normal policies and procedures.


 


(b)Executive shall have the opportunity to participate in the
Joint’s bonus program for 2016 and future years and earn a cash bonus of 40% of Executive’s then-current base salary
depending on the Joint’s attainment of its corporate performance goals as established by the Joint’s board of directors
and Executive’s achievement of mutually agreed-on individual performance goals. This bonus shall be prorated for service
during calendar year 2016. Provided Executive remains employed by the Joint through December 31, 2016, the first three months of
the bonus for service during 2016 shall be guaranteed. Bonus payments shall be determined after the completion of the Joint’s
annual audit on or about March 15 of each year. The Joint shall pay any bonus payable to Executive no later than 45 days after
the amount is determined by the Joint after the close of the year for which the bonus is earned.


 


(c)The Joint shall reimburse Executive in accordance with the
Joint’s policies and procedures for reasonable travel and related expenses incurred in connection with Executive’s
performance of his duties pursuant to this Agreement.


 






     


     

    

5.Stock
Options and Stock Incentives.


 


(a)Executive shall be eligible to participate in any stock option
plan that the Joint may adopt, pursuant to which, in 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), Executive may be granted (i) options to purchase
shares of the Joint common stock, (ii) restricted stock or (iii) restricted stock units to be settled in shares of the Joint common
stock or cash, or a combination of the two. The parties anticipate that (i) the exercise price of any option granted to Executive
would be the closing price of the Joint’s common stock on the date of the option grant (the “grant date”)
and that (ii) the option would vest over four years, with 25% of the option shares vesting on each of the first four anniversaries
of the grant date. The parties anticipate that any award of restricted stock or restricted stock units to Executive would vest
in a similar manner.


 


(b)Executive shall receive a grant of stock options under the
Joint’s stock plan as soon as practicable following the Effective Date, in the amount of 95,000 shares, on the terms described
in subparagraph (a), above, such stock options to be qualified as “incentive stock options” pursuant to Section 422
of the Internal Revenue Code to the extent permissible under the Joint’s stock plan and applicable law.


 


6.Employee
Benefits and Relocation/Transition Assistance.


 


(a)Executive shall be entitled to participate in all health care
plans and other employee benefits, including but not limited to a 401(k) plan that the Joint may provide to its employees generally
(or to its executive officers and senior management) from time to time, in accordance with the terms of participation of the plans
and policies under which those benefits are provided. Executive shall be entitled to four weeks of vacation annually. Upon the
termination of Executive’s employment, he shall be entitled to receive the cash value of any unused vacation and sick leave.


 


(b)The Joint will pay for the Executive’s accommodation
and transportation at an amount deemed reasonable by the Joint for the five month period commencing with the effective date of
this Agreement. In addition, the Joint will reimburse Executive for the reasonable cost of moving property to establish a temporary
residence in Scottsdale upon submission of reasonable documentation of such costs, up to an aggregate limit of $10,000. In the
event that Executive moves his permanent personal residence to Arizona, then he will receive an additional allowance as reasonably
agreed by Executive and the Joint to facilitate the movement of his personal items, subject to Executive’s duty to provide
cost estimates from relocation vendors in advance and appropriate documentation of payment.


 


7.Confidentiality
Covenant.


 


(a)During Executive’s employment by the Joint and continuing
indefinitely following the termination of Executive’s employment, regardless of the reason for or circumstances of Executive’s
termination, Executive shall treat all Confidential Information as secret and confidential (Executive’s “Confidentiality
Covenant”).


 


(b)Executive shall not under any circumstances directly or indirectly
(i) disclose any Confidential Information to a third party (except as required in the normal course of Executive’s duties
or by a court order or as expressly authorized by the Joint’s board of directors or its president and chief executive officer)
or (ii) use any Confidential Information for Executive’s own account.


 






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(c)All correspondence, files, records, documents, memoranda, reports
and other items in whatever form or medium containing or reflecting Confidential Information, whether prepared by Executive or
otherwise coming into Executive’s possession, shall remain the Joint’s exclusive property. Upon the termination of
Executive’s employment, or at any other time that the Joint requests, Executive shall promptly turn over to the Joint all
written or tangible Confidential Information that may be in Executive’s possession or control (including all copies and summaries
and notes derived from Confidential Information).


 


8.Nonsolicitation
and Noncompetition Covenant.


 


(a)Regardless of the reason for or circumstances of Executive’s
termination, for a period of 18 months beginning on the date of termination of Executive’s employment (the “Covenant
Period”), Executive shall not directly or indirectly do any of the following (Executive’s “Nonsolicitation
and Noncompetition Covenant”):


 


(i)solicit for a Competing Business any customer or account
of the Joint that Executive had dealings with or supervisory responsibility for, or had access to Confidential Information relating
to, during the 24-month period ending on the date of termination of Executive’s employment; or


 


(ii)solicit for employment or hire away any employee of the
Joint who was a full-time or part-time employee of the Joint at any time during the 12-month period ending on the date of termination
of Executive’s employment, regardless of whether the employee is or was employed on an “at will” basis or pursuant
to a written agreement; or


 


(iii)directly or indirectly engage in, accept employment with,
or have a financial or other interest in any Competing Business.


 


(b)The duration of the Covenant Period shall be extended by a
length of time equal to (i) the period during which Executive is in violation of Executive’s Nonsolicitation and Noncompetition
Covenant and (ii) without duplication, any period during which litigation that the Joint institutes to enforce Executive’s
Nonsolicitation and Noncompetition Covenant is pending (to the extent that Executive is in violation of Executive’s Nonsolicitation
and Noncompetition Covenant during this period). In no event, however, shall any such extension of the Covenant Period exceed 18
months.


 


(c)Executive’s Nonsolicitation and Noncompetition Covenant
shall apply to Executive regardless of the capacity in which Executive is acting, that is, whether as an employee, sole proprietor,
partner, joint venturer, limited liability company manager or member, shareholder, director, consultant, adviser, principal, agent,
lender, seller, buyer, supplier, vendor or in any other capacity or role.


 


(d)Executive’s Nonsolicitation and Noncompetition Covenant
shall not be violated, however, by reason of Executive’s ownership of less than 2% of the outstanding shares of any publicly-traded
corporation or other entity.


 


9.Enforcement.


 


(a)Executive agrees that Executive’s violation of his Confidentiality
Covenant or his Nonsolicitation and Noncompetition Covenant (Executive’s “Covenants”) would cause
irreparable harm to the Joint for which money damages alone would be both difficult to determine and inadequate to compensate the
Joint for its injury. Executive accordingly agrees that if Executive violates either of his Covenants, the Joint shall be entitled
to obtain a temporary restraining order and a preliminary and permanent injunction to prevent Executive’s continued violation,
without the necessity of proving actual damages or posting any bond or other security.


 






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(b)This right to injunctive relief shall be in addition to any
other remedies to which the Joint may be entitled. The prevailing party shall pay the other party’s reasonable attorneys’
fees and court costs in prosecuting or defending such lawsuit.


 


(c)Executive agrees that if the court in which the Joint seeks
injunctive relief, or otherwise seeks to enforce any provision of this Agreement, determines that either of Executive’s Covenants
are too broad in scope or geographical area or too long in duration to be valid and enforceable, the scope, area or duration may
be reduced to limits that the court considers reasonable and, as so reduced, the Executive’s Covenant may be enforced against
Executive.


 


10.Works.
Executive acknowledges that all Works conceived of by Executive (either alone or with others)
during Executive’s employment by the Joint shall be the Joint’s sole and exclusive property, and Executive irrevocably
assigns to the Joint all of Executive’s rights, if any, in respect of any such Invention. This assignment shall not apply
in respect of any Works for which no equipment, supplies, facilities or Confidential Information of the Joint was used and which
was developed entirely on Executive’s own time, unless (i) the Works relates to the Joint’s business or its actual
or demonstrably anticipated research or development or (ii) the Works result from any work performed for the Joint by Executive.


 


11.Termination.


 


(a)This Agreement shall terminate at any time prior to its expiration
under Paragraph 3 upon the occurrence of any one of the following events:


 


(i)upon Executive’s resignation as an employee, by notice
to the Joint effective as of the date of Executive’s notice or any later date that the notice may specify (which notice may
be waived in whole or in part in the Joint’s sole discretion); or


 


(ii)upon the Joint’s termination of Executive’s
employment for Cause, by notice to Executive effective as of the date of the Joint’s notice;


 


(iii)upon Executive’s death; or


 


(iv)upon Executive’s permanent disability (defined as
any physical or mental disability of Executive rendering Executive unable to perform his duties hereunder for a period of at least
90 days or 120 days out of any twelve-month period, as determined by the Joint’s board of directors in consultation with
a qualified physician or physicians selected by the Joint and reasonably acceptable to the Executive). The failure of Executive
to submit to a reasonable examination by such physician or physicians shall act as an estoppel to any objection by Executive to
the determination of disability by the Joint.


 


(b)Upon the cessation of Executive’s employment for any
reason set out in Paragraph 11(a), the Joint shall pay Executive (or his estate) Executive’s accrued salary through
his last day of active employment.


 


(c)Upon the Joint’s termination of Executive’s employment
for Cause, the Joint shall have no obligation to continue to pay Executive any base salary payments or bonus payments (except as
provided in Paragraph 11(b)).


 


(d)Upon the Joint’s termination of Executive’s employment
without Cause, subject to the Joint and Executive entering into a separation agreement containing customary provisions, the Joint
shall continue to pay Executive his then current base salary payments for a period of six months after the date of termination
and shall pay Executive any bonus payments Executive shall have earned prior to the date of termination, and the Joint shall have
no obligation to pay Executive any salary amounts accruing in periods following the date of Executive’s termination). In
addition, the Joint shall provide Executive with the right to continue to participate in the Joint’s group health insurance
program under COBRA continuation coverage during the statutory continuation period following the termination date, the first three
months of which shall be paid by the Joint, and the balance by Executive.


 






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12.Notices. Any notice or demand under this Agreement
shall be effective only if it is in writing and is delivered in person or sent by certified or registered mail or overnight courier
service. Any notice to the Joint shall be delivered or sent to it at its principal offices, and any notice to Executive shall be
sent to him at his home address as shown the Joint’s payroll records. A party may change his or its address for purposes
of this Agreement by giving notice of the change to the other party in accordance with this Paragraph.


 


13.Assignment. The Joint shall not assign this Agreement
without Executive’s consent. To the extent permitted by law, Executive’s rights and benefits under this Agreement shall
not be subject to voluntary or involuntary assignment or transfer.


 


14.Amendment.
No amendment of this Agreement shall be effective unless it is in writing, makes specific reference
to this Agreement and is signed by both parties.


 


15.Governing
Law. This Agreement and any dispute arising from or in relation to this Agreement are governed
by, and interpreted and enforced in accordance with, the laws of the State of Arizona.


 


16.Binding
Effect. This Agreement shall be binding on, and shall inure to the benefit of, the parties
and their respective heirs, legal representatives, successors and assigns. In witness, the parties have signed this Agreement.


 


 





	The Joint Corp.	 	 
	 	 	 
	By	/s/ John B. Richards	 	 	/s/ Peter D. Holt
	 	Name: John B. Richards	 	 	Peter D. Holt
	 	Title: CEO	 	 	 



 





 






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Exhibit 1


 


Definitions


 


 


Business means a person, proprietorship, partnership, joint
venture, limited liability company, corporation, enterprise or other entity, whether proprietary or not-for-profit in nature.


 


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) or (iii) gross misconduct.


 


Competing Business means a Business that engages in the business
of providing chiropractic services, directly or through related entities, including but not limited to franchise holders from or
at any location in a Restricted Area.


 


Confidential Information means any information relating to
the Joint or their business (regardless of who prepared the information), including: trade secrets; financial information and financial
projections; marketing plans; vendor and customer information; sales and revenue information; product information; and technology
and know-how.


 


The term “Confidential Information” does not include information
that: (i) is or becomes generally available to the public other than as a result of a disclosure by Executive in violation of this
Agreement; or (ii) becomes available to Executive on a non-confidential basis from a source other than the Joint (provided, in
case (ii), that the source of the information was not known to be bound by a confidentiality agreement or other contractual, legal
or fiduciary obligation of confidentiality in respect of the information); or (iii) is communicated in response to a valid order
by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of Executive under
this Agreement, provided however that, if reasonably possible, Executive shall give the Joint written notice of such prior to any
disclosure so that the Joint may seek a protective order or other similar remedy.


 


Person means an individual, partnership, corporation, limited
liability company, association, trust, unincorporated organization, or other entity.


 


Restricted Area means anywhere within a radius of 100 miles
of any location from or at which the Joint directly, or indirectly through one or more subsidiaries or franchises, engaged in the
business of providing chiropractic services on the date of termination of Employee’s employment.


 


Works means any invention, discovery, concept, idea, work of
authorship, method, technique, process, formula or computer program, whether or not patentable, reduced to practice or copyrightable.


 






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Exhibit 2


 


Initial Objectives and Responsibilities


 


Objectives:


 


		·	Achieve stated Franchise sales and opening objectives (aka Franchise Development objectives).



 


		·	Achieve overall 4- wall clinic profitability and sales performance objectives.



 


		·	Review and rationalize current Franchisee and RD pipeline – execute on-going terminations and renegotiations as appropriate
to achieve company’s strategic and annual development targets.



 


		·	Complete on-going implementation of field operating organization including achievement of appropriate spans of control and
operating performance objectives.



 


		o	Achieve implementation of Clinic operating standards



 


		o	Achieve clinic level sales and profitability objectives (noted above)



 


		·	Improve communication and relationships as necessary with all Franchise and Operating partners, including but not limited to



 


		o	Routine written communication (underway)



 


		o	Routine direct interaction (field meetings-underway)



 


		o	Routine conference calls and webinars (underway)



 


		o	Routine participation and leadership of advisory boards and cooperatives in conjunction with field operations management and
corporate marketing management ( underway)



 


Responsibilities/Reporting:


 


		·	Field Operations including all company and Franchise field operations and supporting activities including



 


		o	Matt Hale – VP Operations



 


		o	Shannon Ackley – Training



 


		o	Eirick Wilson – Corporate Clinic Operations



 


		o	Legal and Policy Management – currently outsourced legal (TBD)



 


		o	Field Marketing (dotted line)



 


		·	Franchise and Real Estate Development



 


		o	Franchise sales (Domestic and International), development and administration



 


		o	Real estate Development (outsourced)



 







 


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