Exhibit 10.7
Memorandum of Understanding
– The Joint Corp. and John Richards – December 13, 2013
(Capitalized Terms
used here without definition have the same meaning as in the Restricted Stock Award Agreement between The Joint Corp. and John
B. Richards dated December __, 2013 (the “SAA”))
| · | Effective December 16, 2013, Richards will be elected to the board of directors of the Company
with the title Lead Director |
| o | CEO level decision making and Company oversight |
| o | David Orwasher, COO, will report directly to Richards |
| o | Richards will report to the board of directors |
| o | Base consulting fees: $75,000 per year |
| o | Bonus at board’s discretion |
| o | Grant A effective 1-1-14 for 37,500 shares |
| § | Vesting in equal monthly installments over 48 months |
| o | Grant B effective 1-1-14 for 187,500 shares |
| § | Vesting over 36 months commencing upon closing of Successful IPO |
| § | 50% in first 12 months; 30% in second 12 months and 20% in last 12 months |
| o | Accelerated vesting as set forth in the SAA in the event of Business Combination, termination other
than for Cause, Change of Control, Voluntary Termination due to Death or Disability |
| · | Effective upon Successful IPO: transition to full-time Chairman and CEO |
| o | Base compensation of $400,000 per year |
| o | annual cash bonus program with target of 50% of cash compensation |
| o | Executive will participate in annual option grants as component of 3-part compensation program
(base, cash bonus, equity) |
| · | Non-solicitation, non-compete, non-disclosure effective now per Non-compete agreement accompanying
the SAA |