Exhibit 24.1
POTBELLY CORPORATION
POWER OF ATTORNEY
APPOINTMENT of Attorney-in-Fact. Be it known to all that the undersigned, David
W. Head, hereby constitutes and appoints each of Matthew Revord and Xuehui
Zhang, signing singly, to be my true and lawful Attorney-in-Fact to:
(1) execute for and on my behalf, in my capacity as an officer and/or
director of Potbelly Corporation, (the "Company"), Forms 3, 4, and 5
(including amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations
thereunder;
(2) do and perform any and all acts for and on my behalf which may be
necessary or desirable to complete and execute any such Forms 3, 4 or
5 and timely file such forms (including amendments thereto) and
application with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of the General Counsel, may be of
benefit to, in the best interest of, or legally required by me, it
being understood that the documents executed by such attorney-in-fact
on my behalf pursuant to this Power of Attorney shall be in such form
and shall contain such terms and conditions as in the General
Counsel's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact shall lawfully do
or cause to be done by virtue of this power of attorney and the rights and
powers herein granted. The undersigned acknowledges that the attorneys-in-fact,
in serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.
The undersigned agrees that each such attorney-in-fact herein may rely entirely
on information furnished orally or in writing by the undersigned, or the
undersigned's agent to such attorney-in- fact. The undersigned also agrees to
indemnify and hold harmless the Company and each such attorney-in-fact against
any losses, claims, damages or liabilities (or actions in these respects) that
arise out of or are based upon any untrue statements or omission of necessary
facts in the information provided by the undersigned or the undersigned's agent
to such attorney-in fact for purposes of executing, acknowledging, delivering or
filing Forms 3, 4 or 5 (including amendments thereto) and agrees to reimburse
the Company and such attorney-in-fact for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such loss,
claim, damage, liability or action.
This Power of Attorney supersedes any power of attorney previously executed by
the undersigned and the authority of the attorneys-in-fact named in any prior
powers of attorney is hereby revoked.
DURATION. This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 or 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier (a) revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact or (b) superseded by a new power of
attorney regarding the purposes outlined in the first paragraph hereof dated as
of a later date.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 30th day of August, 2019.
/s/ David W. Head
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David W. Head