CREDIT AGREEMENT dated as of September 21, 2012 among POTBELLY SANDWICH WORKS, LLC, The Loan Parties Party Hereto, The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC, as Sole Bookrunner and Sole...Credit Agreement • August 29th, 2013 • Potbelly Corp • Retail-eating places • Illinois
CREDIT AGREEMENT dated as of September 21, 2012 (as it may be amended or modified from time to time, this “Agreement”), among POTBELLY SANDWICH WORKS, LLC, an Illinois limited liability company, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 29th, 2013 • Potbelly Corp • Retail-eating places • Illinois
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of July 25, 2013 (the “Effective Date”), by and between Potbelly Corporation, a Delaware corporation (hereinafter referred to as “Company”), and Charles Talbot, an individual (hereinafter referred to as “Executive”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 29th, 2013 • Potbelly Corp • Retail-eating places • Delaware
This Agreement (this “Agreement”) is made and entered into as of the day of , 2013, by and between Potbelly Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
FORM OF STOCK OPTION AGREEMENT POTBELLY CORPORATION2004 Equity Incentive Plan • August 29th, 2013 • Potbelly Corp • Retail-eating places
THIS STOCK OPTION AGREEMENT – POTBELLY CORPORATION 2004 EQUITY INCENTIVE PLAN (this “Agreement”) is made in Chicago, Illinois by and between the employee whose name appears below (the “Employee”) and POTBELLY CORPORATION, a Delaware corporation (the “Company”).
FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 29th, 2013 • Potbelly Corp • Retail-eating places • Delaware
This FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 24, 2008, by and among POTBELLY CORPORATION, a Delaware corporation (the “Company”), and the holders of Registrable Securities listed on Exhibit A hereto.
FORM OF OPTION AGREEMENTForm of Option Agreement • August 29th, 2013 • Potbelly Corp • Retail-eating places
THIS OPTION AGREEMENT issued pursuant to POTBELLY CORPORATION 2004 EQUITY INCENTIVE PLAN (this “Agreement”) is made in Chicago, Illinois by and between the employee whose name appears below (the “Employee”) and POTBELLY CORPORATION, a Delaware corporation (the “Company”).
FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT POTBELLY CORPORATION NON- QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • August 29th, 2013 • Potbelly Corp • Retail-eating places • Delaware
THIS NON-QUALIFIED STOCK OPTION 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 2013 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.
FORM OF STOCK OPTION AGREEMENT POTBELLY CORPORATION2004 Equity Incentive Plan • August 29th, 2013 • Potbelly Corp • Retail-eating places
THIS STOCK OPTION AGREEMENT ¨ POTBELLY CORPORATION 2004 EQUITY INCENTIVE PLAN (this “Agreement”) is made in Chicago, Illinois by and between [Insert Name of Director] (the “Director”) and POTBELLY CORPORATION, a Delaware corporation (the “Company”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • August 29th, 2013 • Potbelly Corp • Retail-eating places • Illinois
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of August 20, 2013 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”).
FORM OF STOCK OPTION AGREEMENT POTBELLY CORPORATION2004 Equity Incentive Plan • August 29th, 2013 • Potbelly Corp • Retail-eating places
THIS STOCK OPTION AGREEMENT – POTBELLY CORPORATION 2004 EQUITY INCENTIVE PLAN (this “Agreement”) is made in Chicago, Illinois by and between the employee whose name appears below (the “Employee”) and POTBELLY CORPORATION, a Delaware corporation (the “Company”).
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT POTBELLY CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 29th, 2013 • 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 2013 Corporation 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.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • August 29th, 2013 • Potbelly Corp • Retail-eating places • Illinois
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of April 26, 2013 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”).
FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT POTBELLY CORPORATION NON- QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • August 29th, 2013 • Potbelly Corp • Retail-eating places • Delaware
THIS NON-QUALIFIED STOCK OPTION 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 2013 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.
