Exhibit 10.7


 


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT (the
“Agreement”) dated as of October 23, 2015 is made and entered into by and between The Joint Corp., a Delaware corporation
(the “Company”), and John B. Richards (the “Executive”).


 


WHEREAS, the Company
wishes to retain the services of Executive as Chief Executive Officer of the Company who is expected to make major contributions
to the short and long-term profitability, growth and financial strength of the Company; and


 


WHEREAS, Company and
Executive believe that it is in their respective best interests to enter into and deliver this Agreement; and


 


WHEREAS, the Company
recognizes that, as is the case for most companies, the possibility of a Change in Control (as defined below) exists; and


 


WHEREAS, the Company
desires to ensure both present and future continuity of management and desires to establish certain severance benefits for the
Executive, applicable in the event of the termination of the Executive’s employment for reasons other than Cause (as defined
below); and


 


WHEREAS, the Company
desires to ensure that its senior executives are not practically disabled from discharging their duties in respect of a proposed
or actual transaction involving a Change in Control and to provide certain benefits for the Executive, applicable in the event
of a Change in Control.


 


NOW, THEREFORE, the
Company and the Executive agree as follows:


 


		1.	Certain Defined Terms. In addition to terms defined elsewhere herein, the following
terms have the following meanings when used in this Agreement with initial capital letters:



 


		(a)	“Base Pay” means the Executive’s annual base salary as provided in Section 5
of this Agreement, at a rate not less than the Executive’s annual fixed or base compensation as in effect for Executive immediately
prior to the occurrence of a Change in Control or such higher rate as may be determined from time to time after a Change in Control
by the Board or a committee thereof.



 


		(b)	“Board” means the Board of Directors of the Company.



 


		(c)	“Cause” means



 


		(i)	intentional engagement by the Executive in misconduct which is materially injurious to the Company,
monetarily or otherwise;



 




     


     


    

  


		(ii)	intentional act by the Executive of fraud, embezzlement or theft in connection with his duties
or in the course of his employment with the Company or any subsidiary;



 


		(iii)	intentional damage by the Executive to property of the Company or any subsidiary;



 


		(iv)	material breach of Sections 3 or 4 of the Non-Competition
Agreement;



 


		(v)	intentional engagement by the Executive in any Competitive Activity (as defined in the Non-Competition
Agreement); or



 


		(vi)	intentional wrongful disclosure by the Executive of Confidential Information (as defined in the
Non-Competition Agreement) of the Company or any Subsidiary.



 


For purposes of this Agreement,
no act or failure to act on the Executive’s part shall be deemed “intentional” if it was due primarily to an
error in judgment or negligence, but it shall be deemed “intentional” only if it was not in good faith and without
reasonable belief that his act or failure to act was in the Company’s best interest. Notwithstanding the foregoing, the Executive
shall not be deemed to have been terminated for “Cause” hereunder unless and until the Executive receives a copy of
a resolution duly adopted by the affirmative vote of not less than two-thirds of the Board then in office, and excluding the Executive
if he is a Director) at a meeting of the Board called and held for such purpose, after reasonable notice to the Executive and an
opportunity for the Executive, together with his counsel (if the Executive chooses to have counsel present at such meeting), to
be heard before the Board, finding that, in the good faith opinion of the Board, the Executive was guilty of conduct constituting
“Cause” as herein defined and specifying the particulars thereof. Nothing herein will limit the right of the Executive
or his beneficiaries to contest the validity or propriety of any such determination.


 


		(d)	“Change in Control” means the occurrence during the term of this Agreement of any of
the following events:



 


		(i)	the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of 15% or more of the combined voting power of the then outstanding Voting Stock; provided, however, that for purposes of
this Section 1(d)(i), the following acquisitions shall not constitute a Change in Control: (A) a private financing that does not
transfer more than 50% of the voting power of the Company, (B) any acquisition by the Company, (C) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary or (D) any acquisition by the Company
pursuant to a Business Combination (as defined below) that complies with clauses (I), (II) and (III) of subsection (iii) (B) of
this Section 1(d);



 




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		(ii)	when individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board except that any individual becoming a Director subsequent to
the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least
two-thirds of the Directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement
of the Company in which such person is named as a nominee for director, without objection to such nomination), and is not pursuant
to a form of Business Combination as is hereinafter defined, shall be deemed to have been a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened
election contest (within the meaning of Rule 14a-11 of the Exchange Act) with respect to the election or removal of Directors
or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;



 


		(iii)	consummation of (A) a reorganization, merger or consolidation (B) a sale or other disposition
of all or substantially all of the assets of the Company (each, a “Business Combination”), unless, in each case, immediately
following such Business Combination, (I) all or substantially all of the individuals and entities who were the beneficial owners
of the common stock and all or substantially all of the individuals and entities who were the beneficial owners of the Voting Stock
of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then
outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally
in the election of Directors of the entity resulting from such Business Combination (including, without limitation, an entity which
as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through
one or more subsidiaries) in substantially the same proportions relative to each other and the Executive as their ownership, immediately
prior to such Business Combination, of the common stock and the Voting Stock of the Company, (II) no Person (other than the Company,
such entity resulting from such Business Combination or any employee benefit plan (or related trust) sponsored or maintained by
the Company, any Subsidiary or such entity resulting from such Business Combination) beneficially owns, directly or indirectly,
15% or more of the then outstanding shares of common stock of the entity resulting from such Business Combination or the combined
voting power of the then outstanding voting securities entitled to vote generally in the election of directors of such entity and
(III) at least a majority of the members of the Board of Directors of the entity resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for
such Business Combination; or



 




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		(iv)	approval by the stockholders of the Company of a complete liquidation or dissolution of the Company,
except pursuant to a Business Combination that complies with clauses (I), (II) and (III) of subsection (iii) (B) of this Section 1(d).



 


		(e)	“Competitive Activity” means the Executive’s participation, without the written
consent of the Board of the Company, directly or indirectly, as a shareholder, member, employee, officer, consultant or director
of a business enterprise engaged in a “Restricted Business” if such enterprise engages in competition with the Company.



 


		(f)	“Disability” or “Disabled” means the Executive’s incapacity due to
physical or mental illness to substantially perform his duties on a full-time basis for six consecutive months unless the Executive
returns to the full-time performance of the Executive’s duties for a period of at least three consecutive months no later
than 30 days after the Company has given the Executive a notice of termination. If the Executive disagrees with a determination
to terminate him because the Company believes he is Disabled, the Company and the Executive, or in the event of the Executive’s
incapacity to designate a doctor, the Executive’s legal representative, together shall choose a qualified medical doctor
who shall determine whether the Executive is Disabled. If the Company and the Executive cannot agree on the choice of a qualified
medical doctor, then the Company and the Executive each shall choose a qualified medical doctor and the two doctors together shall
choose a third qualified medical doctor, who shall determine whether the Executive is Disabled. The determination of the chosen
qualified medical doctor as to whether the Executive is Disabled shall be binding upon the Company and the Executive unless such
determination is clearly made in bad faith.



 


		(g)	“Employee Benefits” means the perquisites, benefits and service credit for benefits
as provided under any and all employee retirement income and welfare benefit policies, plans, programs or arrangements in which
Executive is entitled to participate, including without limitation any stock option, stock purchase, stock appreciation, savings,
pension, supplemental executive retirement, or other retirement income or welfare benefit, deferred compensation, incentive compensation,
group or other life, health, medical/hospital or other insurance (whether funded by actual insurance or self-insured by the Company),
disability, salary continuation, expense reimbursement and other employee benefit policies, plans, programs or arrangements that
may now exist or any equivalent successor policies, plans, programs or arrangements that may be adopted hereafter by the Company,
and/or pursuant to the terms of this Agreement, providing perquisites, benefits and service credit for benefits at least as great
in the aggregate as are payable thereunder prior to a Change in Control.



 




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		(h)	“Employment Provisions” means the provisions contained in Sections 3 – 8 of this
Agreement.



 


		(i)	“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.



 


		(j)	“Incentive Pay” means an annual amount equal to not less than the highest aggregate
annual bonus, incentive or other payments of cash (or, if taken in lieu of cash, stock) compensation, in addition to Base Pay,
made or to be made in regard to services rendered in any calendar year during the term of this agreement in the three calendar
years immediately preceding the year in which a Change in Control occurs pursuant to any bonus, incentive, profit-sharing, performance,
discretionary pay or similar agreement, policy, plan, program or arrangement (whether or not funded) of the Company, or any successor
thereto providing benefits at least as great as the benefits payable thereunder prior to a Change in Control.



 


		(k)	“Involuntary Termination” means the occurrence of any of the following: (i) the
Company gives written notice to the Executive that the Company intends to terminate or adversely modify the terms of the Employment
Provisions contained in this agreement, (ii) the Company reduces the Executive’s title or base salary, Incentive Pay
and/or benefits from those set forth in Section 5 of this Agreement, or (iii) unless otherwise agreed by the Executive, the Company
relocates the Executive or his offices or the principal place where he is required to perform his duties hereunder farther than
50 miles from Scottsdale, Arizona.



 


		(l)	“Non-Competition Agreement” means the Non-Competition and Non-Solicitation Agreement
dated December 2013 between the Company and the Executive.



 


		(m)	“Restricted Business” means (i) any business or division of a business which consists
of providing chiropractic services, (ii) any business of a kind in whole or in part similar to that heretofore or hereafter engaged
in by the Company or any of its subsidiaries, and (iv) any other principal line of business developed or acquired by the Company
or its affiliates.



 


		(n)	“Restricted Stock Award” means the award agreement granting restricted shares of the
Company to Executive on January 1, 2014.



 


		(o)	“Subsidiary” means an entity in which the Company directly or indirectly beneficially
owns 50% or more of the outstanding Voting Stock.



 


		(p)	“Termination Date” means the date on which the Executive’s employment is terminated
(the effective date of which shall be the date of termination, or such other date that may be specified by the Executive if the
termination is pursuant to Section 10(b)).



 




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		(q)	“Voluntary Termination” means the occurrence of any of the following: (i) the
date two weeks after the Executive gives written notice to the Company that the Executive intends to terminate the Employment Provisions
or if later, the date specified in such written notice, (ii) the Executive dies or (iii) the Executive becomes Disabled.



 


		(r)	“Voting Stock” means securities entitled to vote generally in the election of directors.



 


		2.	Term. The term of this Agreement is deemed to commence retroactively to June 30,
2014, and, subject to any benefit or compensation continuation requirements under applicable law and/or this Agreement, expires
on the earliest of (i) an Involuntary Termination, (ii) a Voluntary Termination or (iii) 3 years from June 30, 2014.



 


		3.	Employment. The Company hereby agrees to employ the Executive, and the Executive
hereby agrees to be employed by the Company, upon the terms and conditions herein set forth.



 


		4.	Duties of the Executive. The Executive shall serve as Chief Executive Officer of
the Company. The Executive shall report directly to the Board. The Executive shall devote his full time and best efforts to the
Company’s business of providing chiropractic services through franchised and Company-owned clinics, the sale of franchises
and any other related duties and responsibilities that may from time to time be prescribed by the Board. So long as it does not
interfere with the Executive’s employment hereunder, the Executive may serve as an officer, director or otherwise participate
in educational, welfare, social, religious and civic organizations.



 


		5.	Compensation.



 


		(a)	The Company shall pay the Executive an initial base salary of $400,000.00 per annum, payable at
the times and in the manner consistent with the Company’s general policies regarding compensation of senior executives. Such
base salary includes any salary reduction contributions to (i) any Company-sponsored plan that includes a cash-or-deferred
arrangement and employee contribution under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”),
(ii) any other Company-sponsored plan of deferred compensation or (iii) any Company-sponsored “cafeteria plan”
under Section 125 of the Code.



 


		(b)	The Executive shall be entitled to earn cash incentive compensation under the Company’s executive
incentive compensation plan or such other management incentive program or arrangement as shall be approved by the Board, on the
most favorable terms and conditions available to senior executive and management employees and shall be eligible thereunder to
receive an annual cash incentive bonus in an amount equal to up to 50% of Executive’s base salary for such fiscal year based
on the achievement of objectives agreed to by the Executive and the Board or a committee of the Board. Such cash incentive compensation
shall be payable for such fiscal year annually following the determination of the extent to which such objectives have been met.



 




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		(c)	The Executive will be eligible for annual grants of stock options under the Plan in the discretion
of the Board or the Plan Administrator. To the extent permitted by applicable law and the terms and conditions of the Plan, the
above-referenced stock options shall be “incentive stock options” as that term is defined under Section 422 of the
Code and any remaining stock options shall be non-qualified stock options.



 


		6.	Benefits. The Company shall make available to the Executive, subject to the terms
and conditions of the applicable plans, including without limitation the eligibility rules, participation for the Executive and
his eligible dependents in the Company-sponsored employee benefit plans or arrangements and such other usual and customary benefits
now or hereafter generally available to employees of the Company and such benefits and perquisites as are made available to senior
executives of the Company, including, without limitation, equity and cash incentive programs and supplemental retirement, deferred
compensation and welfare plans.



 


		7.	Expenses. The Company shall pay or reimburse the Executive, in accordance with the
general policies of the Company, for reasonable and necessary expenses incurred by the Executive in connection with his duties
on behalf of the Company. In addition, for not more than 9 months from March 1, 2015, the Company shall pay or reimburse the Executive
an amount up to $8,000 per month for commuting and local residence expenses. In addition, the Company shall reimburse the Executive
for the reasonable expenses incurred in moving Executive’s residence to Scottsdale, Arizona.



 


		8.	Place of Performance. In connection with his employment by the Company, the Executive
shall be based at the Company’s offices located in Scottsdale, Arizona.



 


		9.	Termination Payments, Vesting and Exercise of Stock Grants and Options upon Involuntary Termination
other than for Cause or Voluntary Termination due to Death or Disability.



 


		(a)	If an Involuntary Termination occurs other than for Cause and subject to the Executive entering
into a release and settlement agreement with the Company on reasonable and customary terms, then



 


		(i)	the Company shall pay the Executive, in accordance with the Company’s regular payroll schedule
but no less than on a bi-weekly basis, termination payments equal to the continuation of the Executive’s base salary
for a period of twelve months thereafter (the “Payment Period”);



 




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		(ii)	all unvested stock grants and stock options shall immediately vest; and



 


		(iii)	the Executive shall have the right to exercise any and all vested stock options at any time not
later than 90 days after the date of the Involuntary Termination.



 


		(b)	If a Voluntary Termination due to Executive’s death during the term of this Agreement occurs,
then notwithstanding anything to the contrary in the Executive’s restricted stock grant(s) or stock option agreement(s) or
certificate(s) or in the stock option plan(s) under which Executive’s restricted stock or stock options were granted, (i)
one-third of the unvested portion of all stock grants and stock options granted to Executive shall become immediately exercisable
as of the date of Executive’s death, and (ii) all other unvested stock grants and stock options held by Executive shall be
immediately canceled. Executive’s estate shall have a period of one year following Executive’s death to exercise any
vested and the aforementioned unvested stock options.



 


		(c)	If a Voluntary Termination due to Executive’s becoming Disabled during the term of this Agreement
occurs, then notwithstanding anything to the contrary in the Executive’s restricted stock grant(s) or stock option agreement(s)
or certificate(s) or in the stock option plan(s) under which Executive’s restricted stock or stock options were granted,
(i) one-third of the unvested portion of all stock grants and stock options granted to Executive shall become immediately exercisable
as of the date of Disability, and (ii) all other unvested stock grants and stock options held by Executive shall be immediately
canceled. Executive shall have a period of one year following Executive’s Disability to exercise any vested stock options.



 


		(d)	If the Executive dies while any amounts are payable to him hereunder, all such amounts, unless
otherwise provided herein, shall be paid to the Executive’s designated beneficiary, or, if none, then to the Executive’s
estate.



 


		(e)	Notwithstanding the foregoing, if the Executive breaches Sections 3 or 4 of the Non-Competition
Agreement, any right of the Executive to receive termination payments, to have the vesting of his stock grants or stock options
accelerated or to have the period during which he may exercise his options extended under this Section 9 shall be forfeited, but
without prejudice to any exercise of options that may have occurred prior to such forfeit, and the Executive shall reimburse the
Company in full for all termination payments made to the Executive under this Section 9 no later than 30 days after the
Company gives notice of such breach to the Executive.



 


		10.	Termination Payments, Vesting and Exercise of Stock Grants and Options upon Termination for
Cause or Voluntary Termination for Reasons Other Than Death or Disability. If the Company terminates this Agreement for
Cause or in the event of a Voluntary Termination for reasons other than the Executive’s Death or Disability, the Company
shall pay Executive the compensation and benefits otherwise payable to Executive under Section 5 through the date of termination.
Executive’s rights under any restricted stock grants or stock options with respect to the vesting or exercise of such restricted
stock grants or stock options shall be determined under the terms of the restricted stock grant or stock option agreement entered
into between the Company and the Executive.



 




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		11.	Termination Following a Change in Control.



 


		(a)	If at any time upon the occurrence of a Change in Control Company terminates the Executive’s
employment, the Executive shall be entitled to the benefits provided by Section 12 unless such termination is the result of the
occurrence of one or more of the following events:



 


		(i)	The Executive’s death;



		(ii)	The Executive’s Disability; or



		(iii)	Cause.



 


		(b)	If at any time following the occurrence of a Change in Control Executive terminates his employment,
the Executive shall be entitled to the benefits provided by Section 12 if one or more of the following events has occurred
(regardless of whether any other reason, other than his death, Disability or Cause, for such termination exists or has occurred,
including without limitation other employment):



 


		(i)	Failure to maintain the Executive in the office or the position, or a substantially equivalent
office or position, of or with the Company, which the Executive held immediately prior to a Change in Control;



 


		(ii)	a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from
the Company and any Subsidiary from that earned immediately prior to the Change in Control or the termination or denial of
the Executive’s rights to Employee Benefits or a reduction in the scope or value thereof from that earned immediately prior
to the Change in Control, any of which is not remedied by the Company no later than 10 calendar days after receipt by the
Company of written notice from the Executive of such change, reduction or termination, as the case may be;



 


		(iii)	determination by the Executive (which determination will be conclusive and binding upon the parties
hereto if it was made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by
the Company by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including,
without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately
prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered
Executive’s performance of, or has caused Executive to suffer a material reduction in, any of the authorities, powers, functions,
responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation
is not remedied no later than 10 calendar days after receipt by the Company of written notice from the Executive of such determination;



 




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		(iv)	The liquidation, dissolution, merger, consolidation or reorganization of the Company or transfer
of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation,
reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly
or by operation of law) assumed all duties and obligations of the Company under this Agreement pursuant to Section 21(a) and Executive’s
total compensation package remains unchanged from the Company and any Subsidiary from that earned immediately prior to the Change
in Control;



 


		(v)	The Company relocates its principal executive offices, or requires the Executive to have his principal
location of work changed, to any location that is in excess of 50 miles from the location thereof immediately prior to the
Change in Control without his prior written consent; or



 


		(vi)	Without limiting the generality or effect of the foregoing, any material breach of this Agreement
by the Company or any successor thereto which is not remedied by the Company within 10 calendar days after receipt by the
Company of written notice from the Executive of such breach.



 


A termination by the Company pursuant to
Section 11(a) or by the Executive pursuant to Section 11(b) will not affect any rights that the Executive may have pursuant
to any agreement, policy, plan, program or arrangement of the Company providing Employee Benefits, which rights shall be governed
by the terms thereof, except for any rights to severance compensation to which Executive may be entitled upon termination of employment
under Section 9.


 


		12.	Severance Compensation Following Change in Control.



 


		(a)	If at any time the Company terminates the Executive’s employment pursuant to Section 11(a)
or the Executive terminates his employment pursuant to Section 11(b),



 


		(i)	the Company shall pay the Executive, in accordance with the Company’s regular payroll schedule,
termination payments equal to the continuation of the Executive’s base salary for a period of nine months thereafter
(the “Payment Period”);



 


		(ii)	all unvested stock grants under Grant A and Grant B of the Restricted Stock Award shall immediately
vest; and



 




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		(iii)	the Executive shall have the right to exercise any and all vested stock options at any time not
later than 90 days after the date of termination.



 


		(b)	Without limiting the rights of the Executive at law or in equity, if the Company fails to make
any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company shall pay interest
on the amount or value thereof at an annualized rate of interest equal to the so-called composite “prime rate” plus
600 basis points as quoted from time to time during the relevant period in the Midwest Edition of The Wall Street Journal.
Such interest shall be payable as it accrues on demand. Any change in such prime rate shall be effective on and as of the date
of such change.



 


		(c)	Notwithstanding any provision of this Agreement to the contrary, the parties’ respective
rights and obligations under this Section 12 and under Section 13 shall survive any termination or expiration of this
Agreement or the termination of the Executive’s employment following a Change in Control for any reason whatsoever.



 


13.          Limitation on Payments and Benefits.
Notwithstanding any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement
would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Internal Revenue Code of 1986,
as amended (the “Code”), or any successor provision thereto, but for the application of this sentence, then the payments
and benefits to be paid or provided under this Agreement shall be reduced to the minimum extent necessary (but in no event to less
than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment except that
the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate
payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section
4999 of the Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable
federal, state and local income taxes). The determination of whether any reduction in such payments or benefits to be provided
under this Agreement or otherwise that is required pursuant to the preceding sentence shall be made at the expense of the Company,
if requested by the Executive or the Company, by the Company’s independent accountants. The fact that the Executive’s
right to payments or benefits may be reduced by reason of the limitations contained in this Section 13 shall not of itself
limit or otherwise affect any other rights of the Executive other than pursuant to this Agreement. In the event that any payment
or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 13,
the Executive shall be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Section 13.
The Company shall provide the Executive with all information reasonably requested by the Executive to permit the Executive to make
such designation. In the event that the Executive fails to make such designation within 10 business days of the Termination Date,
the Company may effect such reduction in any manner it deems appropriate.


 




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14.           No
Mitigation Obligation. The Company hereby acknowledges that it will be difficult and may be impossible for the Executive
to find reasonably comparable employment following the Termination Date and that the non-competition covenant contained in the
Non-Competition Agreement will further limit the employment opportunities for the Executive. Accordingly, the Company acknowledges
that the payment of the severance compensation by the Company to the Executive in accordance with the terms of this Agreement is
reasonable and that the Executive will not be required to mitigate the amount of any payment provided for in this Agreement by
seeking other employment or otherwise, nor will any profits, income, earnings or other benefits from any source whatsoever create
any mitigation, offset, reduction or any other obligation on the part of the Executive hereunder or otherwise, except as expressly
provided in the last sentence of Section 13.


 


15.           Employment
Rights. Nothing expressed or implied in this Agreement shall create any right or duty on the part of the Company or the
Executive to have the Executive remain in the employment of the Company prior to or following any Change in Control. Any termination
of employment of the Executive or the removal of the Executive from the office or position in the Company following the commencement
of any discussion with a third person that ultimately results in a Change in Control shall be deemed to be a termination or removal
of the Executive after a Change in Control for purposes of this Agreement.


 


16.           Withholding
of Taxes. The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes
as the Company is required to withhold pursuant to any law or government regulation or ruling.


 


17.           Arbitration.
Any dispute between the parties under this Agreement shall be resolved (except as provided below) through informal arbitration
by an arbitrator selected under the rules of the American Arbitration Association (located in Phoenix, Arizona) and the arbitration
shall be conducted in that location under the rules of said Association. Each party shall be entitled to present evidence and argument
to the arbitrator. The arbitrator shall have the right only to interpret and apply the provisions of this Agreement and may not
change any of its provisions. The arbitrator shall permit reasonable pre-hearing discovery of facts to the extent necessary to
establish a claim or a defense to a claim, subject to supervision by the arbitrator. The determination of the arbitrator shall
be conclusive and binding upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof.
The arbitrator shall give written notice to the Company and the Executive stating its determination, and shall furnish to each
party a signed copy of such determination. The expenses of arbitration shall be borne equally by the Executive and the Company
or as the arbitrator shall otherwise equitably determine. Any arbitration or action pursuant to this Section 17 shall be governed
by and construed in accordance with the substantive laws of the State of Arizona, without giving effect to the principles of conflict
of laws of such State.


 


18.           Notices.
For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals,
required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when hand delivered
or dispatched by electronic facsimile transmission (with receipt thereof confirmed), or five business days after having been mailed
by United States registered or certified mail, return receipt requested, postage prepaid, or three business days after having been
sent by a nationally recognized overnight courier service (such as Federal Express or UPS) addressed to the Company (to the attention
of the Secretary of the Company) at its principal executive office and to the Executive at his principal residence, or to such
other address as either party may have furnished to the other in writing and in accordance herewith, except that notices of changes
of address shall be effective only upon receipt.


 




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19.           Governing
Law. The validity, interpretation, construction and performance of this Agreement shall be governed by and construed in
accordance with the substantive laws of the State of Arizona, without giving effect to the principles of conflict of laws of such
State.


 


20.           Agreement.
This Agreement, the Non-Competition Agreement and the Restricted Stock Award contain all of the covenants and agreements between
the parties with respect to the subject matter herein. Each party to this Agreement acknowledges that no representations, inducements,
promises, or other agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, pertaining
to the subject matter hereof, that are not embodied herein or in the Non-Competition Agreement or the Restricted Stock Award, and
that no other agreement, statement or promise pertaining to the subject matter hereof that is not contained in this Agreement,
the Non-Competition Agreement, or the Restricted Stock Award shall be valid or binding on either party.


 


		21.	Successors and Binding Agreement.



 


		(a)	The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation,
reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance
satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent
the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure
to the benefit of the Company and any successor to the Company, including without limitation any persons acquiring directly or
indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization
or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of this Agreement), but
will not otherwise be assignable, transferable or delegable by the Company.



 


		(b)	This Agreement will inure to the benefit of and be enforceable by the Executive’s personal
or legal representatives, executors, administrators, successors, heirs, distributees and legatees.



 


		(c)	This Agreement is personal in nature and neither the Company nor the Executive shall, without the
consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided
in Sections 21(a) and 21(b). Without limiting the generality or effect of the foregoing, the Executive’s right to receive
payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise
other than by a transfer by the Executive’s will or by the laws of descent and distribution and, in the event of any attempted
assignment or transfer contrary to this Section 21(c), the Company shall have no liability to pay any amount so attempted to be
assigned, transferred or delegated.



 




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22.           Validity.
If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable
or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances
shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent
(and only to the extent) necessary to make it enforceable, valid or legal.


 


23.           Miscellaneous.
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party
hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver
of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Unless otherwise noted, references
to “Sections” are to sections of this Agreement. The captions used in this Agreement are designed for convenient reference
only and are not to be used for the purpose of interpreting any provision of this Agreement.


 


24.           Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together
shall constitute one and the same agreement.


 


25.           Effective
Date. Notwithstanding anything to the contrary herein, this Agreement shall not become effective unless and until the Board
approves this Agreement. Upon receipt of such approval, this Agreement shall become immediately effective.


 


 IN WITNESS WHEREOF,
the Company and the Executive have executed this Agreement as of the date first above written.


 


	 	The Joint Corp.
	 	 
	 	 
	 	By: John Leonesio
	 	Its: Chairman of the Board
	 	 
	 	 
	 	John B. Richards


 








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