Potbelly Corporation (NASDAQ:PBPB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Interim Chief Executive Officer

Potbelly Corporation (the “Company”) reported in its Current Report on Form 8-K with the Securities and Exchange Commission on May, 31, 2017, that Aylwin Lewis, Chairman and Chief Executive Officer, will be leaving Potbelly later this year. On July18, 2017, the Company’s Board of Directors appointed Michael Coyne, the Company’s Chief Financial Officer (“CFO”), as the interim Chief Executive Officer. Mr.Lewis will continue his role as Chairman of the Board of Directors through August8, 2017. The Board of Directors has engaged an executive search consultant to assist in identifying and evaluating prospective candidates for the role of Chief Executive Officer.

In connection with Mr.Coyne’s appointment as interim Chief Executive Officer, the Company has entered into a letter agreement (the “Letter Agreement”) with Mr.Coyne which provides that, for the duration of his tenure as interim Chief Executive Officer, the Company has agreed to pay him additional compensation of $25,000 per calendar month ($12,500 for any calendar month for which he provides services as interim Chief Executive Officer for 14 days or less). This additional compensation is in addition to Mr.Coyne’s base salary, which will remain unchanged. The additional compensation will not be treated as base salary, bonus or other compensation for purposes of his employment agreement. The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement filed herewith as Exhibit 10.1 and is incorporated by reference herein.

Mr.Coyne, age 54, joined the Company in May 2015 as the CFO. Mr.Coyne was previously employed at CNA Financial Corporation, where he served as Senior Vice President, Small Business from 2009 through 2015, and as Senior Vice President and Chief Financial Officer of CNA’s Property& Casualty Operations from 2005 through 2009. Prior to joining CNA, Mr.Coyne held various senior positions at Sears Holding Corporation, culminating as Vice President and Treasurer. Mr.Coyne holds an M.B.A. from Northwestern University’s Kellogg Graduate School of Management and a B.S. from the University of Illinois.

There are no arrangements or understandings between Mr.Coyne and any other persons to which Mr.Coyne was selected as interim Chief Executive Officer of the Company. There are no family relationships between Mr.Coyne and any director or executive officer of the Company (or person nominated or chosen to become a director or executive officer of the Company), and Mr.Coyne has no direct or indirect material interest in any transaction required to be disclosed to Item404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, nor are any such transactions currently proposed.

Management Retention Agreements

On July17, 2017, with the authorization of the Compensation Committee of the Company’s Board of Directors, the Company offered and entered into retention agreements (the “Retention Agreements”) with each of Mr.Coyne, Chief Financial Officer; Mr.Matthew Revord, Senior Vice President, Chief Legal Officer, General Counsel and Secretary; and Ms.Julie Younglove-Webb, Senior Vice President, Operations.

Subject to the restrictions set forth in the Retention Agreements, each of Mr.Coyne, Mr.Revord and Ms.Younglove-Webb will be eligible to receive a cash retention award (“Retention Payment”) in an amount equal to $444,375; $416,250; and $382,500, respectively in the event that the relevant executive remains employed with the Company through December31, 2018. The Retention Payment is payable only if the executive (1)remains employed in good standing through the Retention Date, is terminated other than for Cause (as defined in the Retention Agreements), and (2)delivers a valid and irrevocable release and waiver in form provided by the Company. The Retention Payment will be payable to the relevant executive in one lump sum payment made sixty days following the earlier of (i)the executive’s Termination Date (as defined in the Retention Agreement) or (ii)December31, 2018.

The foregoing description of the Retention Agreements does not purport to be complete and is qualified in its entirety by reference to the Retention Agreements, which are filed herewith as Exhibits 10.2, 10.3 and 10.4 and are incorporated by reference herein.

Item 5.02. Financial Statements and Exhibits.

POTBELLY CORP Exhibit
EX-10.1 2 d399074dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Letter Agreement Mr. Michael Coyne Potbelly Corporation 111 North Canal,…
To view the full exhibit click here

About Potbelly Corporation (NASDAQ:PBPB)

Potbelly Corporation is a neighborhood sandwich concept offering sandwiches, salads and other menu items. The Company owns and operates Potbelly Sandwich Works sandwich shops in the United States. The Company also has domestic and international franchise operations of Potbelly Sandwich Works sandwich shops. The Company has a domestic base of approximately 396 shops in 28 states of the United States and the District of Columbia, consisting of 372 Company-operated shops and 24 franchisee-operated shops. It also has approximately 12 international franchised shops, including 11 shops in the Middle East and one shop in the United Kingdom. The Company’s menu includes items made from ingredients, such as vegetables, hearth-baked bread and white meat chicken. The Company also uses whole muscle turkey, ham and roast beef. Its menu includes toasty warm sandwiches, signature salads, soups, chili, sides and desserts, and in its breakfast locations, breakfast sandwiches and steel cut oatmeal.