0001564590-21-012800 Sample Contracts

AGREEMENT AND GENERAL RELEASE
Agreement and General Release • March 12th, 2021 • Potbelly Corp • Retail-eating places • Illinois

THIS AGREEMENT AND GENERAL RELEASE (the "Agreement") is made and entered into as of this 4 day of December, 2020, by and between Potbelly Corporation (“Company”), and Brandon Rhoten ("Executive").

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DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Director Restricted Stock Unit Award Agreement • March 12th, 2021 • Potbelly Corp • Retail-eating places • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, by and between Potbelly Corporation, a Delaware corporation (the “Company”), and the Participant is entered into pursuant to the Potbelly Corporation 2019 Long-Term Incentive Plan (as the same may be amended, restated, supplemented and otherwise modified from time to time, the “Plan”). All capitalized terms not otherwise defined in the text of this Agreement have the meanings attributed to them in the Plan. This Agreement is subject to the terms and conditions of the Plan.

AGREEMENT AND GENERAL RELEASE
Agreement and General Release • March 12th, 2021 • Potbelly Corp • Retail-eating places • Illinois

THIS AGREEMENT AND GENERAL RELEASE (the "Agreement") is made and entered into as of this 11th day of August, 2020, by and between Potbelly Corporation ("Company"), and Alan Johnson, ("Executive").

AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 12th, 2021 • Potbelly Corp • Retail-eating places • Illinois

THIS AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of February 26, 2021 among POTBELLY SANDWICH WORKS, LLC, an Illinois limited liability company (“Borrower”), the other Loan Parties (as such term is defined in the Credit Agreement), the financial institutions listed on the signature pages hereto as lenders (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 12th, 2021 • Potbelly Corp • Retail-eating places • Illinois

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into on September 3, 2019 and effective as of September 30, 2019 (the "Effective Date") by and between Potbelly Corporation, a Delaware corporation (hereinafter referred to as "Company"), and Jeffrey Douglas, an individual (hereinafter referred to as "Executive").

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