Exhibit 10.11


 


Richards


Restricted Stock Award


 


(The Joint Corp. 2012 Stock Plan)


 


Subject to the following Terms of Award,
The Joint Corp., a Delaware corporation (the “Company”), hereby grants to John B. Richards, a consultant to
the Company (the “Consultant”), 225,000 restricted shares of the Company’s Common Stock, par value $.001
per share (the “Restricted Shares”), in two tranches, the first tranche consisting of 37,500 Restricted Shares
(“Grant A”) and the second tranche consisting of 187,500 Restricted Shares (“Grant B”), as
of January 1, 2014 (the “Grant Date”).


 


Terms of Award


 


1.          Plan
and Employment Agreement


 


This Award has been granted under The Joint
Corp. 2012 Stock Plan (the “Plan”). The Plan is incorporated in this Award by reference.


 


Capitalized terms used in this Award without
being defined, either in the attached Exhibit A or parenthetically in the body of this Award, have the same meanings that
they have in the Plan.


 


2.          Vesting


 


Subject to Paragraph 3, the Restricted Shares
shall vest as follows:


 


(a)          The
37,500 Grant A Restricted Shares shall vest in 48 monthly installments of 782 Restricted Shares each for the first 36 monthly installments
and 781 Restricted 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 Service Term, the 187,5000 Grant B Restricted Shares shall vest over a 36-month period beginning
on the date of closing of the IPO as follows:


 


(1)         93,750
Grant B Restricted Shares shall vest in 12 monthly installments of 7,813 Restricted Shares each for the first six monthly installments
and 7,812 Restricted Shares each for the last six 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)         56,250
Grant B Restricted Shares shall vest in 12 monthly installments of 4,688 Restricted Shares each for the first six monthly installments
and 4,687 Restricted Shares each for the last six 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)         37,500
Grant B Restricted Shares shall vest in 12 equal monthly installments of 3,125 Restricted Shares each, 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 187,500 Grant B Restricted Shares shall vest if a Successful IPO does not occur during the Service
Term.


 


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


 


(1)         the
Company participates in a Business Combination during the Service Term and


 


(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 Restricted Shares shall vest immediately prior to the closing of the Business Combination so that, taking into account
Grant A and Grant B Restricted Shares that have previously vested, the vested Grant A and Grant B Restricted Shares immediately
prior to the closing of the Business Combination are the same percentage of the 225,000 Restricted 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.


 


3.          Voluntary
and Involuntary Terminations


 


Notwithstanding anything to
the contrary in Paragraph 2:


 


(a)          in
the event of a Voluntary Termination for any reason other than the Consultant’s death or becoming Disabled, the Consultant’s
rights in respect of and interest in all unvested Restricted Shares as of the date of the Voluntary Termination shall lapse and
those shares shall be canceled;


 


(b)          in
the event of a Voluntary Termination by reason of the Consultant’s death or becoming Disabled, one-third of the unvested
Restricted Shares as of the date of the Voluntary Termination shall vest on such date, and the Consultant’s rights in respect
of and interest in the remaining unvested Restricted Shares shall lapse and those shares shall be canceled;


 


(c)          in
the event of an Involuntary Termination other than for Cause, and subject to the Consultant’s entering into a release and
settlement agreement with the Company reasonably satisfactory to the parties, all unvested Restricted Shares as of the date of
the Involuntary Termination shall vest on such date;


 




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(d)          in
the event of an Involuntary Termination for Cause, the Consultant’s rights in respect of and interest in all unvested Restricted
Shares as of the date of the Involuntary Termination shall lapse and those shares shall be canceled; and


 


(e)          if
the Company terminates the Consultant’s employment following the occurrence of a Change in Control, all unvested Restricted
Shares as of date of such termination or entitlement shall vest on such date.


 


4.          Other
Agreements


 


This Award is subject to the condition that
the Consultant becomes a party to and bound by (i) the Stockholders Agreement dated as of March 10, 2010 entered into by the Company
and certain of its stockholders (the “Stockholders Agreement”) and (ii) the Right of First Refusal and Tag Along
Rights Agreement dated as of March 10, 2010 entered into by the Company and certain of its stockholders (the “Right of
First Refusal Agreement”).


 


By acceptance of this Award, the Consultant
agrees to be a party to and bound by the Stockholders Agreement and the Right of First Refusal Agreement as if he were an original
signatory to each of those agreements, and in this regard, he agrees to sign any joinder agreement or instrument of accession that
may be required.


 


5.          Stock
Certificates


 


The Company shall be the custodian for all
shares of Restricted Stock. Reasonably promptly following the Consultant’s written request after any unvested Restricted
Shares have become vested, the Company shall issue and deliver to the Consultant a stock certificate in the Consultant’s
name representing those vested Restricted Shares on the Company’s stock records.


 


Each stock certificate issued to the Consultant
shall bear a legend substantially in the following form:


 


The shares of the Common Stock, par value $.001 per
share (these “Shares”), of The Joint Corp., a Delaware corporation (the “Company”), represented by this
Certificate are subject to the Stockholders Agreement dated as of March 10, 2010 entered into by the Company and certain of its
stockholders (as it may be amended or superseded, the “Stockholders Agreement”), a copy of which may be obtained from
the Company upon written request); and by accepting any interest in these Shares the person accepting such interest shall be deemed
to agree to and shall become bound by all of the provisions of the Stockholders Agreement.


 


6.          Voting
and Distributions


 


The Consultant shall have the right to vote
all vested Restricted Shares, and shall be entitled to all dividends and distributions in respect of vested Restricted Shares,
in either case regardless of whether a stock certificate representing those shares has been issued to the Consultant.


 


The Consultant shall not have the right
to vote any unvested Restricted Shares. All dividends and distributions in respect of unvested Restricted Shares (for example,
shares of the Company’s Common Stock issued by reason of a stock split, reverse stock split or stock dividend) shall be treated
as additional unvested Restricted Shares subject to the terms of this Award.


 




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7.          Tax
Liability


 


Unless the Consultant has made a timely
election under section 83(b) of the Internal Revenue Code of 1986 to be taxed as of the Grant Date rather than as the Restricted
Shares become vested, the Company shall have the right, upon the vesting of any Restricted Shares, to deduct or withhold, or require
the Consultant to remit to the Company, an amount sufficient to satisfy the federal, state, local and other taxes (including the
Participant’s FICA obligation) that the Company is required to withhold by reason of such vesting. The Company may permit
the Consultant to satisfy this withholding obligation by any of the methods described in Section 14(b) of the Plan.


 


8.          Transferability


 


This Award may not be transferred, assigned
or pledged (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process.


 


9.          Interpretation


 


This Award 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 the Consultant’s rights in respect of the Award without the Consultant’s consent).


 


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


 


10.         Governing
Law


 


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


 


11.         Binding
Effect


 


This Award shall be binding on the Company
and the Consultant and on the Company’s successors and the Consultant’s heirs and legal representatives.


 


12.         Effective
Date. This Award shall not become effective until the Consultant’s acceptance of this Award and his agreement to be bound
by the Stockholders Agreement and the Right of First Refusal Agreement. Upon such acceptance and agreement, this Award shall become
effective as of the Grant Date without the necessity of further action by either the Company or the Consultant.


 


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


 




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Acceptance by Consultant


 


I accept this Restricted Stock Award and
agree to be bound by all of its terms. I acknowledge receipt of copies of the Plan, Stockholders Agreement and Right of First Refusal
Agreement. I agree to be bound by the Stockholders Agreement and the Right of First Refusal Agreement as if I were an original
signatory to each of those agreements, and in this regard, I agree to sign any joinder agreement or instrument of accession that
may be required.


 


	 	/s/ John B. Richards
	 	John B. Richards


 




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Exhibit A


 


Definitions


 


Cause means:


 


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


 


(b)          the
intentional act by the Consultant of fraud, embezzlement or theft in connection with his services to the Company or any subsidiary;


 


(c)          the
intentional damage by the Consultant to property of the Company or any subsidiary;


 


(d)          the
intentional engagement by the Consultant in any Competitive Activity;


 


(e)          the
intentional wrongful disclosure by the Consultant of confidential information of the Company or any subsidiary; or


 


(f)          the
determination by a unanimous vote of the Company’s directors then in office (excluding the Consultant if he is a director)
that the Consultant has demonstrated an objective, material inability to effectively provide the services which he was engaged
by the Company to provide such that the services he is providing (or failing to provide) are directly and substantially injurious
to the Company; but this subsection (f) shall be void and have no further effect upon the earlier of (i) the Consultant’s
relocation to the Scottsdale, Arizona area or (ii) 9 months from the date of this Award.


 


For purposes of this Award,
no act or failure to act on the Consultant’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 Consultant
shall not be deemed to have been terminated for “Cause” unless and until the Consultant receives a copy of a resolution
duly adopted by the affirmative vote of not less than two-thirds of the directors of the Company then in office (or the unanimous
vote of the board in the case of subsection (f), and excluding the Consultant if he is a director) at a meeting of the board called
and held for such purpose, after reasonable notice to the Consultant and an opportunity for the Consultant, together with his counsel
(if the Consultant 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 Consultant was guilty of conduct constituting “Cause” as defined and specifying the particulars
of his conduct constituting “Cause.” Nothing in this Award shall limit the right of the Consultant or his beneficiaries
to contest the validity or propriety of any such determination.


 


Change in Control means the occurrence
during the term of this Agreement of any of the following events:


 


(a)          the
acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934) (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 definition, the following acquisitions shall not constitute a Change in Control: (i) a Successful IPO; (ii) a private financing
that does not transfer more than 50% of the voting power of the Company; (iii) any acquisition by the Company; (iv) any acquisition
by any employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary; or (v) any acquisition
by the Company pursuant to a Business Combination that complies with clauses (i), (ii) and (iii) of subsection (c)(B) of this definition;


 




    	 



    	 



    

 


(b)          when
individuals who, as of the date this Award, constitute the Company’s board of directors (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the board, with the exception that any individual becoming a director
subsequent to the date of this Award 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, 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;


 


(c)          consummation
of (A) a reorganization, merger or consolidation or (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 Consultant 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


 


(d)          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 (c)(B) of this definition.


 


Competitive Activity means the Consultant’s
participation, without the written consent of the Company’s board of directors, 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.


 


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


 


Involuntary Termination means the
occurrence of any of the following: (i) the Company gives written notice to the Consultant that the Company intends to terminate
or adversely modify the terms on which the Consultant is providing consulting services or (ii) the Company reduces the Consultant’s
compensation and benefits.


 




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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 previously or in the future engaged in by the Company or any of its subsidiaries and (iii) any other principal
line of business developed or acquired by the Company or its affiliates.


 


Service Term means the continuous
period in which the Consultant provides consulting services to the Company or serves as a director or employee of the Company.


 


Successful IPO means an initial
public offering of the Company’s common stock in which the market capitalization of the Company immediately following the
initial public offering qualifies for listing on the NASDAQ national market exchange.


 


Voluntary Termination means the
occurrence of any of the following: (i) the date two weeks after the Consultant gives written notice to the Company that the Consultant
intends to terminate his consulting services or if later, the date specified in such written notice, (ii) the Consultant dies
or (iii) the Consultant becomes Disabled.


 




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