Executive Employment Agreement, dated November 11, 2020, between Potbelly Corporation and Adiya Dixon

Start Date: Your start date will be November 16, 2020 but may be later upon mutual agreement

Salary: Your starting base salary will be $275,000 per annum, paid bi-weekly or otherwise in accordance with the payroll practices of the company. This salary level will remain in effect through December 31. 2021. Thereafter, your salary level will be reviewed according to our annual review cycle and you will be eligible for merit increases consistent with Potbelly's process for its executives.

Expectations and Positions: You will head the legal functions of Potbelly and will be expected to carry out the duties of the position as outlined to you in our discussions. You will report to me as President and Chief Executive Officer. It is expected that on or about December 20, 2020, you will be appointed as the Chief Legal Officer and Secretary of the company.

Annual Incentive: You will be eligible to participate in Potbelly's annual incentive plan (the ''Incentive Plan") at a target level of 60% of your base salary. The actual amount of the annual incentive, if any, will depend on whether or not financial or other performance targets are met and whether you have satisfied all eligibility requirements.  You will not be eligible to participate in the Incentive Plan for 010.

Benefits:  Your benefits eligibility date is January 1, 2021 based upon a start date of November 16, 2020. Eligibility for most of our company benefits is the first day of the month after working 30 consecutive days. These benefits include Medical, Dental, Vision, Domestic Partner benefits, Short- and Long-term Disability, Life/AD&D, Employee Assistance Program, Transportation, Paid Time Off Program, and Discount Programs. You will receive 25 vacation days and 2 personal days for each calendar year (pro-rated for partial years, including a prorated amount of such days for 2020).   You will be eligible to contribute to the 40l(k) plan on the first of the month after 30 days of employment. In your first few weeks with Potbelly you will receive a Benefits Enrollment Guide which will go into much more detail about all of these programs. All of our benefit plans and programs are subject to change at any time.

Long Term Equity Incentive Awards: As part of our pay for performance program, beginning for 2021, you will be eligible for annual long-term equity incentive awards consistent with other members of the Senior Leadership Team. These incentives may vary over time. Your annual target award under this program is $300,000 for the 2021 year. All equity awards are subject to the applicable exchange guidelines, rules, regulations and approvals and the terms of the Potbelly Corporation 2019 Long-Term Incentive Plan (or a successor thereto) (the ((Long-Term Incentive Plan"). The terms of the award agreement and the Long-Term Incentive Plan document will provide more details regarding your equity awards.

Severance: In the event of your termination of employment by you for Good Reason or by the company other than for Cause or Good Reason (as described below) you will receive continuing payments of your base salary (as in effect at the time of your termination) for 12 months after your termination and COBRA continuation on the same economic terms as you had as an employee for a period of 12 months (or, if less, the COBRA continuation period). You will be required to sign a release of claims to receive severance payments and benefits.

Other: As a practice of the company and a condition of employment, you will be required to sign an Executive Confidentiality and Business Preservation Agreement ("Restrictive Covenant Agreement) which will be provided as of your commencement date. You will also be subject to all of the policies, guidelines, and practices of Potbelly and its affiliates as in effect from time to time that apply to similarly-situated executives, including the Compensation Administration Guidelines (collectively, the "Company  Policies"). If a question arises concerning the language in the offer letter or any of the Company Policies, the terms of the then current Company Policies will supersede the offer letter. For more information, contact Human Resources. Any amounts payable to you from the company will be subject to applicable tax withholding and other withholdings required by applicable law.

/s/

Adiya Dixon

November 11, 2020

Date