Memorandum of Understanding between The Joint Corp. and John B. Richards (December 13, 2013)
This agreement outlines the terms for John B. Richards to join The Joint Corp.'s board as Lead Director, effective December 16, 2013. Richards will oversee company operations, receive a $75,000 annual consulting fee, and be eligible for bonuses and restricted stock grants with specific vesting schedules. Upon a successful IPO, Richards will become full-time Chairman and CEO with a $400,000 salary, bonus eligibility, and participation in equity grants. The agreement also includes non-solicitation, non-compete, and non-disclosure obligations.
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 |
| · | Responsibilities |
| 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 |
| · | Compensation |
| o | Base consulting fees: $75,000 per year |
| o | Bonus at board’s discretion |
| · | Restricted Stock Grants |
| 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 |
