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Supplier Code of Conduct

As of January 2019

Potbelly Corporation ("Potbelly") is committed to conducting its business in an ethical, legal and socially responsible manner. To encourage compliance with all legal requirements and ethical business practices, Potbelly has established this Supplier Code of Conduct (the "Code") for Potbelly's suppliers ("Suppliers"). At a minimum, Potbelly requires that all suppliers and their facilities meet the standards and promote the principles outlined in this Code, which are intended to advance Potbelly's commitment to all aspects of sustainability (ethical, environmental, and economic).

BUSINESS INTEGRITY

Compliance With Laws and Regulations: Suppliers are required to abide by all applicable laws, codes or regulations including, but not limited to, any local, state or federal laws regarding wages and benefits, workmen's compensation, working hours, equal opportunity, worker and product safety. Potbelly also expects that Suppliers will conform their practices to the published standards for their industry.

Anti-Bribery: Suppliers shall not engage in any form of bribery, kickbacks, corruption, extortion or embezzlement. Suppliers shall not take any action that would violate, or cause Potbelly to violate, any applicable anti-bribery law or regulation, including the U.S. Foreign Corrupt Practices Act.

Whistleblower Protection: Suppliers are responsible for prompt reporting of actual or suspected violations of law, this Code, or the Potbelly Ethics Code of Conduct. This includes violations by any employee or agent acting on behalf of either the supplier or Potbelly. Such programs shall protect worker whistleblower confidentiality and prohibit retaliation.

EMPLOYMENT PRACTICES

Working Hours & Conditions: In compliance with applicable laws, regulations, codes and industry standards, Suppliers are expected to ensure that their employees have safe and healthy working conditions and reasonable daily and weekly work schedules. Employees should not be required to work more than the number of hours allowed for regular and overtime work periods under applicable local, state and federal law.

Non-Discrimination: Suppliers should implement a policy to effectuate all applicable local and federal laws prohibiting discrimination in hiring and employment on the grounds of race, color, religion, sex, age, gender identity, physical disability, national origin, creed or any other basis prohibited by law.

Child Labor: Suppliers should not use workers under the legal age for employment for the type of work being performed in any facility in which the Supplier is doing work for Potbelly. In no event should Suppliers use employees younger than 14 years of age.

Forced and Indentured Labor: In accordance with applicable law, no Supplier should perform work or produce goods for Potbelly using labor under any form of indentured servitude, nor should threats of violence, physical punishment, confinement, or other form of physical, sexual, psychological, or verbal harassment or abuse be used as a method of discipline or control.

Notification to Employees: To the extent required by law, Suppliers should establish company-wide policies implementing the standards outlined in this Code and post notices of those policies for their employees. The notices should be in all languages necessary to fully communicate the policy to its employees.

WORKPLACE HEALTH AND SAFETY

Potbelly expects business partners to be compliant with all relevant national and local safety legislation, including but not limited to workplace and operational health and safety and to take proactive measures to prevent workplace risks.

ENVIRONMENTAL MANAGEMENT

Suppliers are responsible for managing, measuring and minimizing the environmental impact of their facilities. Specific focus areas include air emissions, waste reduction, recovery and management, water use and disposal, and greenhouse gas emissions.

CODE COMPLIANCE

Failure to comply or address non-compliance with this Code may result in termination of the business partner’s relationship with Potbelly (which may include contract termination).

APPLICATION

The Code is a general statement of Potbelly's expectations with respect to its Suppliers. The Code should not be read in lieu of but in addition to the Supplier's obligations as set out in any agreements between Potbelly (or its affiliates) and the Supplier. In the event of a conflict between the Code and an applicable agreement, the agreement shall control.