Exhibit 10.9


 


Orwasher


Stock Option Agreement


 


(Incentive Stock Option Under


The Joint Corp. 2012 Stock Plan)


 


Subject to the following Terms of Option,
The Joint Corp., a Delaware corporation (the “Company”), grants to the following employee of the Company (“Employee),
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”):


 


	 	Employee:	David M. Orwasher
	 	 	 
	 	Grant Date:	January 1, 2014
	 	 	 
	 	Number of Option Shares:	93,750 Option Shares, in respect of 37,500 shares of which the Option is designated the “Grant A Option” and in respect of 56,250 shares of which the Option is designated the “Grant B Option”
	 	 	 
	 	Exercise Price:	$2.13 per Option Share
	 	 	 
	 	Vesting schedule:	See Paragraphs 3 and 4 of Terms of Option
	 	 	 
	 	Expiration Date:	January 1, 2024


 


Terms of Option


 


		1.	Plan



 


This Option has been granted under The Joint
Corp. 2012 Stock Plan (the “Plan”) and pursuant to Section 5(c) of the Employment Agreement dated as of December
__, 2013, that the Executive has entered into with the Company (the “Employment Agreement”).


 


The Plan and Employment Agreement are incorporated
in this Award by reference. Capitalized terms used in this Award without being defined have the same meanings that they have in
the Plan or the Employment Agreement, as applicable.


 


		2.	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 4 of this
Agreement.


 




    	 



    	 



    

 





		3.	Vesting



 


Subject to Paragraph 4, the Option shall
vest as follows:


 


(a)     The Grant A Option for
37,500 Option Shares shall vest in 48 monthly installments of 781 Option Shares each for the first 36 monthly installments and
782 Option Shares each for the last 12 monthly installments, with the monthly installments beginning on the Grant Date and continuing
on the first day of the month for the next 47 months.


 


(b)     If there is a Successful
IPO during the term of the Employment Agreement (as the term of the Employment Agreement may be extended), the Grant B Option for
56,250 Option Shares shall vest over a 36-month period beginning on the date of closing of the IPO as follows:


 


(1)     28,125 Option Shares
shall vest in 12 monthly installments of 2,344 Option Shares each for the first nine monthly installments and 2,343 Option Shares
each for the last three monthly installments, with the monthly installments beginning on the date of closing of the Successful
IPO and continuing on the first day of the month for the next 11 months;


 


(2)     16,875 Option Shares
shall vest in 12 monthly installments of 1,407 Option Shares each for the first three monthly installments and 1,406 Option Shares
each for the last nine monthly installments, with the monthly installments beginning on the date of the first anniversary of the
closing of the Successful IPO and continuing on the first day of the month for the next 11 months; and


 


(3)     11,250 Option Shares
shall vest in 12 equal monthly installments of 938 Option Shares each for the first six monthly installments and 937 Option Shares
each for the last six monthly installments, with the monthly installments beginning on the date of the second anniversary of the
closing of the Successful IPO and continuing on the first day of the month for the next 11 months.


 


Except as provided in the following
subparagraph (c), none of the 56,250 Grant B Option Shares shall vest if a Successful IPO does not occur during the term of the
Employment Agreement (as the term of the Employment Agreement may be extended).


 


(c)     Notwithstanding anything
to the contrary in the preceding subparagraphs (a) and (b), if


 


(1)     the Company participates
in a Business Combination during the term of the Employment Agreement (as the term of the Employment Agreement may be extended)
and


 







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 2)     the
aggregate consideration received by the Company or its stockholders in the Business Combination exceeds $30,000,000,sufficient
unvested Grant A and Grant B Option Shares shall vest immediately prior to the closing of the Business Combination so that, taking
into account Grant A and Grant B Option Shares that have previously vested, the vested Grant A and Grant B Option Shares immediately
prior to the closing of the Business Combination are the same percentage of the 93,750 Option Shares as the aggregate consideration
received by the Company or its stockholders in the Business Combination in excess of $30,000,000 is to $120,000,000. Section 5(c)(iii)
of the Employment Agreement contains an illustration of the operation of this provision.


 


		4.	Voluntary and Involuntary Terminations



 


		Notwithstanding	anything to the contrary in Paragraph 3:



 


(a)     in the event of a Voluntary
Termination for any reason other than Employee’s death or becoming Disabled, (i) the unvested portion of the Option shall
lapse and be canceled as of the date of the Voluntary Termination and (ii) the vested portion of the Option shall expire on the
earlier of the date 90 days after the date of the Voluntary Termination or the Option’s Expiration Date;


 


(b)     in the event of a Voluntary
Termination by reason of Employee’s death or becoming Disabled, (i) one-third of the unvested portion of the Option as of
the date of the Voluntary Termination shall vest on such date, (ii) the remaining unvested portion of the Option shall lapse and
be canceled and (iii) the vested portion of the Option (including the unvested portion becoming vested pursuant to clause (i))
shall expire on the earlier of the first anniversary of Employee’s Voluntary Termination or the Option’s Expiration
Date;


 


(c)     in the event of an Involuntary
Termination other than for Cause, and subject to the Executive’s entering into a release and settlement agreement with the
Company as described in Section 9(a) of the Employment Agreement, (i) the unvested portion of the Option as of the date of the
Involuntary Termination shall vest on such date and (ii) the vested portion of the Option (including the unvested portion becoming
vested pursuant to clause (i)) shall expire on the earlier of the date 90 days after the date of the Involuntary Termination or
the Option’s Expiration Date;


 


(d)     in the event of an Involuntary
Termination for Cause, (i) the unvested portion of the Option shall lapse and be canceled as of the date of the Involuntary Termination
and (ii) the vested portion of the Option shall expire on the earlier of the date 90 days after the date of the Involuntary Termination
or the Option’s Expiration Date; and


 


(e)     if the Company terminates
Employee’s employment following the occurrence of a Change in Control, or if under Section 11(b) of the Employment Agreement
Employee becomes entitled to the benefits under Section 12 of the Employment Agreement following the occurrence of a Change in
Control, (i) the unvested portion of the Option as of the date of such termination or entitlement shall vest on such date and (ii)
the vested portion of the Option (including the unvested portion becoming vested pursuant to clause (i)) shall expire on the earlier
of the date 90 days after the date of such termination or entitlement or the Option’s Expiration Date.


 




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		5.	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 Administrator (or the Administrator’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 Administrator has adopted to administer
the Plan.


 


		6.	Manner of Payment



 


Employee’s payment of the Exercise
Price of the Option Shares in respect of which the Option is exercised, and his payment of the Company’s withholding tax
obligation, if any, in connection with the exercise, shall be made by certified or bank cashier’s check or by a wire transfer
of immediately available funds or, if previously approved by the Administrator, by a personal check.


 


In addition, payment may be made in any
other manner authorized by the Plan and specifically permitted by the Administrator at the time of exercise.


 


		7.	Transferability



 


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


 


		8.	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 Employee’s rights in respect of the Option without Employee’s consent.


 


If there is a conflict or inconsistency
between this Agreement and the Plan, the terms of the Plan shall control. The Administrator’s interpretation of this Agreement
and the Plan shall be final and binding.


 




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		9.	No Employment Rights



 


Nothing in this Agreement shall be considered
to confer on Employee any right to continue in the employ of the Company or a Subsidiary or to limit the right of the Company or
a Subsidiary to terminate Employee’s employment.


 


		10.	No Stockholder Rights



 


Employee 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 Employee following
his or her exercise of the Option.


 


		11.	Governing Law



 


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


 


		12.	Binding Effect



 


This Agreement shall be binding on the Company
and Employee and on the Company’s successors and Employee’s heirs and legal representatives.


 


		13.	Effective Date



 


This Agreement shall not become effective
until Employee’s acceptance of this Agreement. Upon such acceptance, this Agreement shall become effective, retroactive to
the Grant Date without the necessity of further action by either the Company or Employee.


 





	 	The Joint Corp.
	 	 	 
	 	By	/s/ John Leonesio
	 	 	Name:	John Leonesio
	 	 	Title:	CEO







 


Acceptance by Employee


 


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.


 


	 	/s/   David M. Orwasher
	 	David M. Orwasher


 




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