Agreement and General Release, dated August 11, 2020, between Potbelly Corporation and Alan Johnson

Exhibit 10.22

AGREEMENT AND GENERAL RELEASE

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

WHEREAS, Company and Executive entered into an Employment Agreement executed on November 29, 2017 (the "Employment Agreement"); and

WHEREAS, on July 20, 2020, Company issued to Executive a written notice of his termination of employment by Company without Cause, pursuant to Section 4(d) of the Employment Agreement; and

WHEREAS, Executive and Company accept and agree that the date of Executive's last day of employment with Company and its affiliates was July 20, 2020 (the "Termination Date").

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

I. Termination of Employment. On the Termination Date, Executive shall be terminated from his position as President and Chief Executive Officer of Company and Executive shall immediately resign from the Board of Directors of Company and any other officer positions that Executive may have with Company or any of its affiliates). Executive's participation in all Company benefit plans, except as otherwise stated herein, will cease on the Termination Date.

2.Payments Upon Termination. In accordance with Paragraph 4(a) of the Employment Agreement, upon Executive's termination, Executive is entitled to: (i) payment of his earned but unpaid Base Salary for the period ending on the Termination Date, payable as required by applicable law, (ii) payment of his earned but unused vacation days, as determined in accordance with Company's policy as in effect from time to time, payable in accordance with applicable law, (iii) any equity compensation to which Executive is entitled under the terms of the Company's long term incentive plan (the "Equity Plan") or applicable award agreements, (iv) reimbursements of any reasonable business expenses incurred prior to the Termination Date, and (v) any other payments or benefits to which Executive is entitled under the express terms of any employee benefit plans, arrangements or programs of Company and its affiliates. Executive acknowledges that he was paid (i) Sixty Two Thousand Eight Hundred Twenty Seven Dollars and Fifty Two Cents ($62,827.52)in accrued but unused vacation pay for the pay period ending on the Termination Date, paid on July 31, 2020, and (ii) Fifty Eight Thousand One Hundred Sixty Dollars and Thirty Four Cents ($58,160.34) in deferred Base Salary paid on July 31, 2020.

3.Severance Payments.

(a)If Executive executes and does not revoke this Agreement, as severance payments, Company shall pay Executive:

(l)Seven Hundred Sixty Nine Thousand, One Hundred Fifty- Three Dollars and No Cents ($769,153), less applicable deductions and withholdings, payable in twelve (12) substantially equal monthly installments , beginning on the sixtieth

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(2)a pro rata portion of the Annual Bonus, if any, that would have been earned by Executive with respect to Company's fiscal year 2020 had the Te1mination Date not occurred, payable in a lump sum on the payment date generally applicable to such bonus (but no earlier than the Payment Date);

(3)if Executive is entitled to and elects continuation of group medical coverage required under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), "COBRA Coverage"), he will be reimbursed by Company of the portion of the applicable monthly premium required to be paid by Executive (and his eligible dependents) for COBRA Coverage, which reimbursement (y) shall be equal to the portion of the monthly premium paid by Company for group health coverage with respect to its active employees for the level of coverage provided to Executive and his dependents in the form of COBRA Coverage and (z) shall be provided for the lesser of (A) twelve (12) months following the Termination

Date or (B) the period commencing on the date that COBRA Coverage begins and ending on the date that COBRA Coverage terminated by its terms. These amounts shall be paid monthly; provided, however, that any portion of the amounts for the period beginning on the Termination Date and ending on the Payment Date shall be paid in a lump sum on the Payment Date; and

(4)all equity awards shall vest and shall be exercisable, if applicable, in accordance with their terms as set forth in the Equity Plan or applicable award agreement.

(b)The payments described in this Paragraph 3 will not be counted as compensation for any Executive benefit plan or program.

(c)The payments described in this Paragraph 3 are provided in accordance with Section 4(d) of the Employment Agreement and are over and above that to which Executive is otherwise entitled upon the termination of his employment from Company.

4.General Release. In consideration of the payments to be made by Company to Executive in Paragraph 3 above, Executive, with full understanding of the contents and legal effect of this Agreement and having the right and opportunity to consult with his counsel, releases and discharges Company, its officers, directors, board members, supervisors, managers, employees, agents, representatives, attorneys, divisions, subsidiaries and affiliates, and all related entities of any kind or nature, and its and their predecessors, successors, heirs, executors, administrators, and assigns (collectively, the "Company Released Parties") from any and all claims, actions, causes of action, grievances, suits, charges, or complaints of any kind or nature whatsoever that he ever had or now has, whether fixed or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, and whether arising in tort, contract, statute, or equity, before any federal, state, local, or private court, agency, arbitrator, mediator, or other entity, regardless of the relief or remedy. Without limiting the generality of the foregoing, it being the intention of the parties to make this General Release as broad and as general as the law permits, this General Release specifically includes any and all subject matters and claims arising from any alleged violation by the Company Released Parties under the Age Discrimination in Employment Act of 1967, as amended; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991 (42 U.S.C. § 1981); the Rehabilitation Act of 1973, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Illinois Human Rights Act and other similar state or local laws; the Americans with Disabilities Act; the Worker Adjustment and Retraining Notification Act; the Equal Pay Act; Executive Order 11246; Executive Order 11141; and any other statutory claim, employment or other contract or implied contract claim or common law claim for wrongful discharge, breach of an implied covenant  of good faith and fair dealing, defamation, or invasion of  privacy arising out of or involving his employment with Company, the termination of his employment with Company, or involving any continuing effects of his employment with Company or termination of employment with Company, including any claims arising under the Employment Agreement. The Executive further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, rights, demands, liabilities, action and causes of action which are unknown to the releasing or discharging part at the time of execution of the release and discharge. The Executive hereby expressly waives, surrenders and agrees to forego any protection to which he would otherwise be entitled by virtue of the existence of any such statute in any jurisdiction including, but not limited to, the State of Illinois.

5.Covenant Not to Sue. The Executive agrees not to file any lawsuit or court proceeding regarding or in any way related to any of the claims described in Paragraph 4 hereof, and further agrees that this Agreement is, will constitute and may be pleaded as, a bar to any such claim, action, cause of action or proceeding. Executive acknowledges that this Agreement does not limit either Party' s right, where applicable, to file or participate in any charge of discrimination or other investigative proceeding of any federal, state or local governmental agency. To the extent permitted by law, if any government agency or court assumes jurisdiction of any charge, complaint, or cause of action covered by this Agreement, Executive will not seek and will not accept any personal, equitable or monetary relief in connection with such investigation, civil action, suit or legal proceeding. Notwithstanding any provision of Paragraph 4 or 5, and for the avoidance of doubt, Executive does not waive any right to file a claim, lawsuit or court proceeding for breach of the terms of this Agreement.

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6.Severability.   If any provision of this Agreement shall be found by a court to be invalid or unenforceable, in whole or in part, then such provision shall be construed and/or modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be. The parties further agree to seek a lawful substitute for any provision found to be unlawful; provided, that, if the parties are unable to agree upon a lawful substitute, the parties desire and request that a court or other authority called upon to decide the enforceability of this Agreement modify the Agreement so that, once modified, the Agreement will be enforceable to the maximum extent permitted by the law in existence at the time of the requested enforcement.

7.Waiver. A waiver by Company of a breach of any provision of this Agreement by Executive shall not operate or be construed as a waiver or estoppel of any subsequent breach by Executive. No waiver shall be valid unless in writing and signed by an authorized officer of Company. A waiver by Executive of a breach of any provision of this Agreement by Company shall not operate or be construed as a waiver or estoppel of any subsequent breach by Company. No waiver shall be valid unless in writing and signed by Executive.

8.Trade Secrets. In compliance with 18 U.S.C. § 1833(b), as established by the Defend Trade Secrets Act of 2016, Executive is given notice of the following: (1) that an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (2) that an individual who files a lawsuit for retaliation by a Company for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

9.Non-Admission. Executive understands and agrees that the promises and payments in consideration of this Agreement shall not be construed to be an admission of any liability or obligation by Company to Executive or any other person, and that Company makes no such admission.

10.Survival of Certain Employment Agreement Provisions. Executive agrees that the provisions of the Executive Confidentiality and Non-Compete Agreement set forth in Appendix B of the Employment Agreement (the "Restrictive Covenants Agreement") and the provisions of Sections 7 (Nondisparagement) and 10 of the Employment Agreement (Indemnification) survive the termination of Executive's employment with Company.

11.Return of Company Materials. Executive represents that he has returned all Company property and all originals and all copies, including electronic and hard copy, of all documents, within his possession as of the Termination Date, including but not limited to credit card, and keys.

12.Future Assistance. Following the Termination Date, Executive agrees to provide Company and/or any of its authorized agents or attorneys his reasonable cooperation and assistance in connection with any and all questions, facts or events occurring during Executive's employment. The Executive will make himself available in connection with any claims, disputes, negotiations, investigations, lawsuits, or administrative proceedings involving Company, upon Company's request and without the necessity of subpoena, to provide information or documents, provide truthful declarations or information to Company, meet with attorneys or other representatives of Company, prepare for and give depositions or testimony, and/or otherwise cooperate in the investigation, defense or prosecution of any or all such matters. Company agrees to reimburse Executive for reasonable out-of-pocket expenses incurred by Executive in providing the services described in this Paragraph 12.

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13.Representation. Executive hereby agrees that this release is given knowingly and voluntarily and acknowledges that:

14.Consideration and Revocation. Executive is receiving this Agreement on July 20, 2020, and Executive shall be given twenty one (21) days from receipt of this Agreement to consider whether to sign the Agreement. Executive agrees that changes or modifications to this Agreement do not restart or otherwise extend the above twenty one (21) day period. Moreover, Executive shall have seven (7) days following execution to revoke this Agreement in writing to Matthew Revord and the Agreement shall not take effect until those seven (7) days have ended.

15.Section 409A Compliance. This Agreement is intended to be interpreted and operated to the fullest extent possible so that the payments and benefits under this Agreement either shall be exempt from the requirements of Section 409A of the Code and final Treasury regulations and other guidance promulgated thereunder (collectively, " Code Section 409A") or shall comply with the requirements of Code Section 409A Each payment made under this Agreement shall be designated as a "separate payment" within the meaning of Code Section 409A. This Agreement must be executed by Executive and the revocation period must expire no later than sixty (60) days following the Termination Date, and if the forgoing requirements are not satisfied, no payments and benefits (other than those required to be provided by law) shall be provided.

16.Amendment. This Agreement may not be altered, amended, or modified except in writing signed by both Executive and Company.

17.Joint Participation. The parties hereto participated jointly in the negotiation and preparation of this Agreement, and each party has had the opportunity to obtain the advice of legal counsel and to review and comment upon the Agreement.   Accordingly, it is agreed that no rule of construction shall apply against any party or in favor of any party. This Agreement shall be construed as if the parties jointly prepared this Agreement, and any uncertainty or ambiguity shall not be interpreted against one party and in favor of the other.

18.Binding Effect; Assignment. This Agreement and the various rights and obligations arising hereunder shall inure to the benefit of and be binding upon the parties and their respective successors, heirs, representatives and permitted assigns. Neither party may assign its respective interests hereunder without the express written consent of the other party.

19.Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois.

20.Execution of Release. This Agreement may be executed in several counterparts, each of which shall be considered an original, but which when taken together, shall constitute one Agreement.

PLEASE READ THIS AGREEMENT AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT. THIS AGREEMENT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, INCLUDING THOSE UNDER THE FEDERAL AGE DISCRIMINATION IN EMPLOYMENT ACT, AND OTHER FEDERAL, STATE AND LOCAL LAWS PROHIBITING DISCRIMINATION IN EMPLOYMENT.

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If Executive signs this Agreement less than 21 days after he receives it from Company, he confirms that he does so voluntarily and without any pressure or coercion from anyone at Company.

IN WITNESS WHEREOF, Executive and Company have voluntarily signed this Agreement and General Release on the date set forth above.

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