What constitutes 'control' in the context of an Affiliate of Potbelly Sandwich Works?

According to Potbelly Sandwich Works's 2025 Franchise Disclosure Document, the term 'control' within the context of defining an 'Affiliate' means the power to direct the management and policies of an entity. This power can be held directly or indirectly.

This control can be exerted through various means, including ownership of voting securities, contractual agreements, or other arrangements. Essentially, if an individual or entity has the ability to dictate the direction of another entity's management and policies, they are considered to have control.

For a prospective Potbelly Sandwich Works franchisee, this definition is important because it clarifies the scope of 'Affiliate' relationships that could have implications under the franchise agreement. For example, it could affect restrictions on competitive businesses or obligations related to development and operation of Potbelly Sandwich Works shops. Franchisees should be aware of this definition when structuring their business and disclosing ownership interests to Potbelly Sandwich Works.