Exhibit 10.12


 


Orwasher


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 David M. Orwasher, an executive of
the Company (the “Executive”), 93,750 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 56,250 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”) and pursuant to Section 5(c) of the Employment Agreement dated as of December
31, 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.          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 781 Restricted Shares each for the first 36 monthly installments
and 782 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 term of the Employment Agreement (as the term of the Employment Agreement may be extended),
the 56,250 Grant B Restricted Shares shall vest over a 36-month period beginning on the date of closing of the IPO as follows:


 


(1)         28,125
Grant B Restricted Shares shall vest in 12 monthly installments of 2,344 Restricted Shares each for the first nine monthly installments
and 2,343 Restricted 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
Grant B Restricted Shares shall vest in 12 monthly installments of 1,407 Restricted Shares each for the first three monthly installments
and 1,406 Restricted 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
Grant B Restricted Shares shall vest in 12 equal monthly installments of 938 Restricted Shares each for the first six monthly installments
and 937 Restricted 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 Restricted 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


 


(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 93,750 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. Section 5(c)(iii)
of the Employment Agreement contains an illustration of the operation of this provision.


 


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 Executive’s death or becoming Disabled, the Executive’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 Executive’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 Executive’s rights in respect of and
interest in the remaining unvested Restricted Shares shall lapse and those shares shall be canceled;


 




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(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, all unvested Restricted Shares
as of the date of the Involuntary Termination shall vest on such date;


 


(d)          in
the event of an Involuntary Termination for Cause, the Executive’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 Executive’s employment following the occurrence of a Change in Control, or if under Section 11(b)
of the Employment Agreement the Executive becomes entitled to the benefits under Section 12 of the Employment Agreement 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 Executive 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 Executive
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 Executive’s written request after any unvested Restricted Shares
have become vested, the Company shall issue and deliver to the Executive a stock certificate in the Executive’s name representing
those vested Restricted Shares on the Company’s stock records.


 


Each stock certificate issued to the Executive
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.


 




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6.          Voting
and Distributions


 


The Executive 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 Executive.


 


The Executive 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.


 


7.          Tax
Liability


 


Unless the Executive has made a timely election
under section 83(b) of the Code 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 Executive 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 Executive 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 Employee’s rights in respect of the Award without Employee’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.         No
Employment Rights


 


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


 


11.         Governing
Law


 


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


 




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12.         Binding
Effect


 


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


 


13.         Effective
Date. This Award shall not become effective until the Executive’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 Executive.


 


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


 


Acceptance by Executive


 


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/ David M. Orwasher
	 	David M. Orwasher


 




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