Exhibit 10.4


 


Stock Option Agreement


 


(Incentive [or Non-statutory] Stock Option
Under


The Joint Corp. 2014 Stock Plan)


 


Subject to the following terms, 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: 


Grant date: 


Number of option shares: 


Exercise price per share: 


Vesting schedule: 


Expiration date of option:


 


Terms of Option


 


1.         Plan


 


The Option has been granted under the The
Joint Corp. Inc. 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 “Administrator”) have the same meanings that
they have in the Plan.


 


2.         Exercisability


 


The Option may be exercised in whole or
in part at any time prior to the 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 the date that Employee’s employment by the Company terminates (Employee’s Termination Date) unless
Employee’s employment terminated by reason of his or her death of Disability, in which case the Option shall become fully
vested as of Employee’s Termination Date.


 


The Option shall become fully vested upon
a Change in Control prior to Employee’s Termination Date.


 




    	 



    	 



    

 


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 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.


 


4.         Manner
of Payment


 


Employee’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 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.


 


5.         Early
Expiration of Option


 


The vested portion of the Option shall expire
on the earlier of (i) 90 days after Employee’s Termination Date or (ii) the Option’s Expiration Date, unless Employee’s
employment terminated by reason of his or her death or Disability. In this case, the Option shall expire on the earlier of (i)
the first anniversary of Employee’s Termination Date or (ii) the Option’s Expiration Date. In any case, the exercisability
of the Option may be extended by the Administrator, in the Administrator’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 Employee’s agreement to enter into the confidentiality and nonsolicitation agreement which has been provided
to Employee (the Nonsolicitation Agreement. The Company would not have granted the Option to Employee without Employee’s
agreement to enter into the Nonsolicitation Agreement.


 




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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.


 


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 and Employee’s entering into the Nonsolicitation Agreement. Upon such
events, this Agreement shall become effective, retroactive to the Grant Date, without the necessity of further action by either
the Company or Employee.


 


[Signatures appear on the following page.]


 




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	 	The Joint Corp.
	 	 	 
	 	By	 
	 	 	Name:	 
	 	 	Title:	 


 


Acceptance by Employee


 


I accept this Stock Option Agreement and
agree to be bound by all of its terms. I acknowledge receipt of a copies of the Plan and the Nonsolicitation Agreement, and I agree
to enter into the Nonsolicitation Agreement.


 


	 	 
	 	Name:


 




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