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

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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.

Also on August9, 2017, the Board of Directors approved a revised compensation plan for non-employee directors of the Company (the “Director Compensation Plan”). The Director Compensation Plan is effective immediately. Under the revised Director Compensation Plan, non-employee Directors are entitled to receive $135,000 in annual compensation. Additional retainers will be paid to the non-executive Chairman of the Board and certain Committee Chairs as described below. Each non-employee Director may elect between the following forms of payment for his or her annual compensation: (1)restricted stock units (“RSUs”) having a grant date fair market value of $135,000; or(2) (a) $60,000 in cash, plus (b)RSUs having a grant date fair market value of $75,000.

The non-executive Chairman of the Board receives an additional $80,000 annual retainer. The Audit Committee Chair receives an additional $15,000 retainer; the Compensation Committee Chair receives an additional $10,000 retainer; and the Nominating and Corporate Governance Committee Chair receives an additional $7,500 retainer. The non-executive Chairman of the Board, Audit Committee Chair, Compensation Committee Chair, and Nominating and Corporate Governance Committee Chair may each elect between the following forms of payment for such additional retainer: (1)RSUs having a grant date fair market value equal to such additional retainer amount; or (2)Cash in an amount equal to one-half such additional retainer amount,plus RSUs having a grant date fair market value of half of such additional retainer amount.

RSUs shall vest as follows: fifty percent (50%) on the first anniversary of the grant date, and fifty percent (50%) on the second anniversary of the grant date.

The foregoing does not purport to be a complete description of the Director Compensation Plan and is qualified by reference to the full text of such plan attached as an exhibit to this Form 8-K, which exhibit is incorporated herein by reference.

Item 5.02. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

10.1 Potbelly Corporation Director Compensation Plan


POTBELLY CORP Exhibit
EX-10.1 2 d440563dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Potbelly Corporation Director Compensation Plan In accordance with the Potbelly Corporation 2013 Long-Term Incentive Plan (the “Plan”),…
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.

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