Exhibit 10.1


 


 


 


[[FIRSTNAME]] [[MIDDLENAME]] [[LASTNAME]]


ISO


 


Stock Option Agreement


 


(Incentive Stock Option Granted Under


The Joint Corp. Amended and Restated 2014 Incentive Stock Plan)


 


Subject to the following terms, The Joint Corp., a Delaware corporation
(the Company), grants to the following employee of the Company (Grantee), as of the following grant date (the Grant
Date), an incentive stock option (the Option) to purchase the following number of shares of the Company’s common
stock, par value $.001 per share (the Option Shares), at the following purchase price per share (the Exercise Price),
exercisable in installments in accordance with the following vesting schedule, subject to expiration on the following expiration
date (the Expiration Date):


 


	Grantee:	 	[[FIRSTNAME]] [[MIDDLENAME]] [[LASTNAME]]
	Grant Date:	 	[[GRANTDATE]]
	Number of Option Shares:	 	[[SHARESGRANTED]]
	Exercise Price:	 	[[GRANTPRICE]]
	Vesting schedule:	 	[[VESTINGTEMPLATEDESC]]
	Expiration Date:	 	[[GRANTEXPIRATIONDATE]]




 


Terms of Option


1.       Plan


 


The Option has been granted under the The Joint Corp. Amended and
Restated 2014 Incentive Stock Plan (the Plan), which is incorporated in this Agreement by reference. Capitalized terms used
in this Agreement without being defined (for example, the term “Committee”) have the same meanings that they have in
the Plan.


 


2.       Vesting and Exercisability


 


The Option may be exercised in whole or in part at any time prior
to its Expiration Date to the extent that it is vested at the time of exercise. Any vested portion of the Option that remains unexercised
shall expire on the Option’s Expiration Date, subject to earlier expiration as provided in Paragraph 5 of this Agreement.






     


     


    

Any unvested portion of the Option shall expire on Grantee’s
Termination Date unless Grantee’s Termination occurs by reason of his or her death, in which case the Option shall become
fully vested as of Grantee’s Termination Date.


 


Notwithstanding anything to the contrary in Article 8 of the Plan,
the Option shall become fully vested upon the occurrence of both:


 


(a) a Change in Control, and


 


(b) (i) A Termination by the Company of Grantee for a reason
other than Cause during the Window Period or (ii) a Termination by Grantee for Good Reason during the Window Period.


 


“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 Company 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 Company, (iv) failure
to comply with the significant provisions of the Company’s policies as specified in the Employee Handbook or Code of Ethics,
or as otherwise adopted by the board of directors then in effect, (v) willful and material failure to perform or observe, or gross
negligence in the performance of, Grantee’s job, including the failure to follow the reasonable written directions of the
person to whom Grantee reports, or (vi) any breach of covenants of confidentiality, non-competition, non-solicitation or other
covenants Grantee has agreed to with the Company.


 


“Good Reason” means one or more of the following:
(i) a material reduction during the Window Period of Grantee’s compensation where the Company has not implemented an across-the-board
reduction in compensation; (ii) the relocation during the Window Period (without Grantee’s prior written consent) of Grantee’s
primary work site to a location greater than seventy five (75) miles from Grantee’s work site; or (iii) a material reduction
during the Window Period of Grantee’s duties (without Grantee’s prior written consent) from those in effect prior to
the Window Period.


 


“Window Period” means a period beginning thirty
(30) calendar days prior to the date the Change of Control is effected, and ending on the one-year anniversary of the date the
Change of Control is effected.


 


3.       Manner of Exercise


 


The Option may be exercised in respect of a whole number of Option
Shares (and only in respect of a whole number) by:


 


(a)       written
notice of exercise to the Committee (or the Committee’s designee) at the Company’s principal executive offices which
is received prior to the Option’s Expiration Date; together with


 


(b)       full payment
of the Exercise Price of the Option Shares in respect of which the Option is exercised; and






     


     


    

(c)       full payment
of an amount equal to the Company’s federal, state and local withholding tax obligation, if any, in connection with the Option’s
exercise.


 


In addition, the exercise of the Option shall be subject to any procedures
and policies in effect at the time of exercise that the Committee has adopted to administer the Plan.


 


4.       Manner of Payment


 


Grantee’s payment of the Exercise Price of the Option Shares
in respect of which the Option is exercised, and his or her payment of the Company’s withholding tax obligation, if any,
in connection with the exercise, shall be made by check or by a wire transfer of immediately available funds.


 


Payment also may be made by means of a “cashless” net
exercise through a broker approved by the Plan Administrator for the purpose, pursuant to which the full amount due to the Company
is remitted directly by the broker from the net proceeds of the sale of a sufficient number of Option Shares. Payment may also
be made in any other manner authorized by the Plan and specifically permitted by the Board at the time of exercise.


 


5.       Early Expiration of
Vested Portion of Option


 


The vested portion of the Option shall expire as follows:


 


(a)       if Grantee incurs a Termination by reason of his or her death,
the Option shall expire on the earlier of the first anniversary of Grantee’s Termination Date or the Option’s Expiration
Date; and


 


(b)       if Grantee incurs a
Termination for any reason other than Grantee’s death, the Option shall expire on the earlier of 90 days after Grantee’s
Termination Date or the Option’s Expiration Date.


 


In any case, the exercisability of the Option may be extended by
the Committee, in the Committee’s sole discretion, to any date ending on or before the Option’s Expiration Date.


 


6.       Confidentiality and
Nonsolicitation Agreement


 


This Agreement and the grant of the Option are subject to Grantee’s
(i) entering into the confidentiality and nonsolicitation agreement which has been provided to Grantee if Grantee has not previously
entered into such agreement in connection with Grantee’s receipt of an Award under the Plan (the Confidentiality, Noncompetition
and Nonsolicitation Agreement) or (ii) Grantee’s reaffirmation of the Confidentiality, Noncompetition and Nonsolicitation
Agreement that Grantee previously entered into in connection with Grantee’s receipt of an Award under the Plan.  The
Company would not have granted the Option to Grantee without Grantee’s entering into or reaffirming the Confidentiality,
Noncompetition and Nonsolicitation Agreement.






     


     


    

7.       Transferability


 


The Option may not be transferred, assigned or pledged (whether by
operation of law or otherwise), except (i) as provided by will or the applicable laws of intestacy or (ii) in accordance with Section
5.5 of the Plan. The Option shall not be subject to execution, attachment or similar process.


 


8.       Treatment as Non-Statutory
Stock Option


 


To the extent that the aggregate fair market value (determined in
respect of each ISO on the basis of the Fair Market Value of a share of common stock on the ISO’s Grant Date) of the underlying
shares of all ISOs that become exercisable by Grantee for the first time in any calendar year exceeds $100,000, the Options shall
be treated as NSOs. This limitation shall be applied by taking ISOs into account in the order in which they were granted.


 


9.       Interpretation


 


This Agreement is subject to the terms of the Plan, as the Plan may
be amended, but except as required by applicable law, no amendment of the Plan after the Grant Date shall adversely affect Grantee’s
rights in respect of the Option without Grantee’s consent.


 


If there is a conflict or inconsistency between this Agreement and
the Plan, the terms of the Plan shall control. Notwithstanding the foregoing, in the case of the inconsistency between Section
2 of this Agreement and Article 8 of the Plan, Section 2 of this Agreement shall control. The Committee’s interpretation
of this Agreement and the Plan shall be final and binding.


 


10.       No Right to Employment


 


Nothing in this Agreement shall be considered to confer on Grantee
any right to continue to be employed by the Company or a Subsidiary or to limit the right of the Company or a Subsidiary to terminate
such employment.


 


11.       No Stockholder Rights


 


Grantee shall not have any rights as a stockholder of the Company
in respect of any of the Option Shares unless and until Option Shares are issued to Grantee following his or her exercise of the
Option.


 


12.       Governing Law


 


This Agreement shall be governed in accordance with the laws of the
State of Arizona.


 


13.       Binding Effect


 


This Agreement shall be binding on the Company and its successors
and on Grantee and Grantee’s heirs, legatees and legal representatives.






     


     


    

14.       Effective Date


 


This Agreement shall not become effective until Grantee’s acceptance
of this Agreement and the acceptance or reaffirmation of the Confidentiality, Noncompetition and Nonsolicitation Agreement. Upon
Grantee’s acceptance of this Agreement and the acceptance or reaffirmation of the Confidentiality, Noncompetition and Nonsolicitation
Agreement, this Agreement shall become effective, retroactive to the Grant Date, without the necessity of further action by either
the Company or Grantee.


 


[Signature page follows.]


 


 


 


 


 


 


 


 


 






     


     


    

	 	The Joint Corp.
	 	 	 	 
	 	By	 	 
	 	 	 	Peter D. Holt
	 	 	 	President & Chief Executive Officer




 


Acceptance by Grantee


 


I accept this Stock Option Agreement and agree to be bound by all
of its terms. I acknowledge receipt of a copy of the Plan and I (i) agree to enter into the Confidentiality, Noncompetition and
Nonsolicitation Agreement, a copy of which I acknowledge receipt, if I have not previously entered into such agreement in connection
with the receipt of an Award under the Plan or (ii) reaffirm the Confidentiality, Noncompetition and Nonsolicitation Agreement
that I have previously entered into in connection with the receipt of an Award under the Plan.


       


 


 


	 	 
	 	[[FIRSTNAME]] [[MIDDLENAME]] [[LASTNAME]]
	 	 
	 	 
	 	Grantee’s address:
	 	[[RESADDR1]] [[RESADDR2]] [[RESADDR3]]
	 	[[RESCITY]], [[RESSTATEORPROV]] [[RESPOSTALCODE]]
	 	[[RESCOUNTRY]]