Restricted Stock Unit Inducement Award Agreement effective as of August 28, 2020, between Potbelly Corporation and Adam Noyes

Exhibit 10.6

RESTRICTED STOCK UNIT INDUCMENT AWARD AGREEMENT

Potbelly corporation

Executive: Adam Noyes

As a material inducement for the Executive to commence employment as the Chief Operating Officer of Potbelly Corporation, a Delaware corporation (the “Company”), in accordance with Nasdaq Listing Rule 5635(c)(4), the Executive is hereby granted an award of restricted stock units (“Restricted Stock Units”) effective as of August 28, 2020 (the “Grant Date”) with respect to 79,075 shares of the Company’s common stock, $.01 par value (“Common Stock”). The Award is subject to the following terms and conditions (sometimes referred to as this “Award Agreement”).  Terms used in this Award Agreement are defined elsewhere in this Award Agreement; provided, however, that, solely for convenience, capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Potbelly Corporation 2019 Long-Term Incentive Plan (as the same may be amended from time to time, the “Incentive Plan”); provided, however, that, as indicated in Section 1, certain capitalized terms used herein shall have the meaning specified in the Employment Agreement between the Company and the Executive dated August 28, 2020 (the “Employment Agreement”).  Notwithstanding any provision of this Award Agreement, this Award is not granted under the Incentive Plan.

1.Vesting and Forfeiture of Restricted Stock Units.   All Restricted Stock Units shall be unvested unless and until they become vested and nonforfeitable in accordance with this Section 1.  Subject to the terms and conditions of this Award Agreement, one third (1/3) of the shares of Common Stock subject to the Restricted Stock Units awarded hereunder shall vest on each of the first, second and third anniversaries of the Grant Date (each a “Vesting Date”), provided, in any case, that the Executive’s Termination Date has not occurred as of the applicable Vesting Date. Notwithstanding the foregoing, in the event that Executive’s Termination Date occurs prior to a Vesting Date due to termination by the Company without Cause or by Executive for Good Reason, then as of Executive’s Termination Date, the Award shall become vested with respect to a pro rata number of the shares of Common Stock subject thereto equal to (a) the product of (i) the number of shares of Common Stock subject to the Award, multiplied by (ii) a fraction the numerator of which is the number of days elapsed from the Grant Date through and including the Termination Date and the denominator of which is 1095 minus (b) the number of shares of Common Stock subject to the Award that became Vested Stock Units prior to the Termination Date.  With respect to the Restricted Stock Units that become vested pursuant to the preceding sentence, the Termination Date shall be the “Vesting Date”.  All Restricted Stock Units that are not vested upon the Executive’s Termination Date (after giving effect to the preceding provisions of this Section 1) shall immediately expire and shall be forfeited and the Executive shall have no further rights thereto.  For purposes of this Award Agreement, the terms “Termination Date,” “Cause,” and “Good Reason” shall have the meaning specified in the Employment Agreement. Restricted Stock Units that have become vested on a Vesting Date are referred to as “Vested Stock Units”.

2.Payment of Restricted Stock Units.  Any Restricted Stock Units that become Vested Stock Units on a Vesting Date in accordance with Section 1 shall be paid promptly upon (but not more than thirty (30) days after) the applicable Vesting Date by delivery of one share of Common Stock for each such Vested Stock Unit being paid as of such date, subject to the terms and conditions of this Award Agreement.

3.Designation of Beneficiary.  The Executive may designate a person or persons to receive payment in respect of the Executive’s Vested Stock Units, in accordance with the terms of this Award Agreement, in the event that the Executive dies prior to the payment in respect of such Restricted Stock Units (a “Beneficiary”).  Such designation, or any change to a prior designation of a Beneficiary, must be done by giving notice to the Committee on a form designated by the Committee.  If, upon the death of the Executive, the Committee has determined that there is no designated Beneficiary for part or all of the Executive’s Vested Stock Units, such Restricted Stock Units shall be paid, in accordance with the terms of the Award Agreement, to the Executive’s estate (and the estate shall be deemed to be the Beneficiary for purposes of the Award Agreement).

4.Withholding.  All payments or distributions with respect to Vested Stock Units pursuant to this Award Agreement are subject to withholding of all applicable taxes. At the election of the Executive and subject to such rules and limitations as may be established by the Committee from time to time, withholding obligations may be satisfied through the surrender of Common Stock which the Executive already owns or to which the Executive is otherwise entitled pursuant to this Award Agreement provided that the amount withheld in the form of shares of Common Stock under this Section 4 may not exceed the minimum statutory withholding obligation (based on the minimum statutory withholding rates for Federal and state purposes, including, without limitation, payroll taxes).

5.Miscellaneous.

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IN WITNESS WHEREOF, the parties have caused this Award Agreement to be executed as of the Grant Date.

EXECUTIVEPOTBELLY CORPORATION

/s/ Adam Noyes_______________By: /s/ Matthew J. Revord

Name:  Adam Noyes  Name: Matthew J. Revord___________________

Its: Chief Legal Officer______________

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