Exhibit 10.1


 


June 13, 2008


 


Mr. John R. Hoadley


8 Judith Drive


North Reading, MA 01864


 


Dear John:


 


This letter confirms that
your employment with Travel Centers of America LLC (“TA”) is terminated
effective June 13, 2008 (the “Termination Date”).


 


Your benefits and pay as of June 13,
2008 are as follows:


 


Remaining Pay:  On June 13, 2008, you will have received
an electronic direct deposit payment for your salary for the semi-monthly
period ending June 15, 2008.  This
salary payment was in the gross amount of $10,000 and was subject to all usual
and applicable taxes and deductions. 
Additionally, this electronic direct deposit included payment of all of
your remaining and unused vacation time as of June 13, 2008 (50 hours).  This vacation payment was in the gross amount
of $5,769.23 and was subject to all usual and applicable taxes and deductions.


 


Benefits:  Following the Termination Date, you will no
longer be an employee of TA and you will not be eligible to participate in any
of TA’s employee benefit plans, except as allowed by COBRA or required by applicable
law.  To continue any medical insurance
beyond the Termination Date, you must complete a continuation of coverage
(COBRA) form.  Information regarding
COBRA will be immediately mailed to you.


 


If you have any questions
regarding any of these items, please call Bruce Sebera at (440) 808-3045.


 


In addition, TA has agreed
to accelerate the vesting period of your Unvested Shares (as that term is
defined in the Travel Centers of America LLC Restricted Share Agreement, dated November 26,
2007 (the “2007 Restricted Share Agreement”) on the following terms and
conditions:


 


1.             Stock Grant/Purchase


 


TA will accelerate the vesting period of your Unvested Shares provided
you execute and deliver this Agreement and the attached Accelerated Vesting
Agreement and you pay all applicable income taxes in connection with the vesting
of the Unvested Shares.  These income taxes
will be collected by TA as provided in the attached Accelerated Vesting
Agreement.  If you


 

















 


Mr. John R. Hoadley


June 13, 2008


Page 2


 


fail to pay all such applicable income taxes, TA plans to exercise its
respective rights to purchase, pursuant to the terms of the 2007 Restricted
Share Agreement, all of your Unvested Shares, in which case, you agree to
cooperate and assist in the execution of any documents, or to take other steps,
necessary to effectuate the purchase of your Unvested Shares.


 


2.             Full Payment


 


By signing this Agreement, you acknowledge and agree that you have
received all salary, accrued and unused vacation time, compensation and other
such sums due to you as of the Termination Date.


 


3.             Release


 


You, your heirs, executors, beneficiaries, legal representatives and
assigns, individually and in their beneficial capacity, hereby unconditionally
and irrevocably release, remise and forever discharge TA and its past, present
and future officers, directors, employees, representatives, shareholders,
attorneys, agents, successors and affiliates and any other entity to
which TA is the advisor, manager or shared services provider (and past, present and future officers,
directors, employees, representatives, shareholders, attorneys, agents and
successors of said affiliates and other entities to which TA is the advisor,
manager or shared services provider), hereinafter referred to as the “Releasees,” or any
of them, of and from any and all suits, claims, demands, interest, costs
(including attorney’s fees and costs actually incurred), expenses, actions and
causes of action, rights, liabilities, obligations, promises, agreements,
controversies, losses and debts, of any nature whatsoever, which you, your
heirs, executors, beneficiaries, legal representatives and assigns,
individually and/or in their beneficial capacity, now have, own or hold, or at
any time heretofore ever had, owned or held, or could have owned or held,
whether known or unknown, suspected or unsuspected, from the beginning of the
world to the date of execution of this Agreement, including, without
limitation, any claims arising in law or equity, in a court, administrative,
arbitration or other tribunal of any state or country, arising out of or in connection
with your employment by TA, any claims based on statute, regulation, ordinance,
contract or tort; any claims relating to wages, compensation, or benefits; any
claims arising under Title VII of the Civil Rights Act of 1964, as amended, the
Equal Pay Act, as amended, the Fair Labor Standards Act, as amended, the
Employment Retirement Income Security Act, as amended, the Americans with Disabilities
Act of 1990, as amended, the Civil Rights Act of 1991, as amended, the Family
and Medical Leave Act, as amended, the Rehabilitation Act, as amended; any
claims under the Massachusetts Fair Employment Practices Act, the Massachusetts
Equal Rights Act, and the Massachusetts Workers’ Compensation Act; and any
other statutory, common law or other claims of any nature whatsoever against
any of the Releasees.


 


4.             Confidential Information


 


You agree that you will immediately return to TA all property of TA,
including but not limited to all documents, records, materials, software,
equipment, building keys or entry cards and other physical property that have
come into your possession or been produced by you in connection with your
employment at TA.  In addition, you shall
not at any time reveal to any person or entity any confidential information of TA,
including, but not limited to, trade secrets or confidential information
respecting inventions, products, pricing, designs, methods, know-how,
techniques, systems, processes, software programs, financial information, works
of authorship, customer lists, projects, plans and proposals, except to
employees of TA who need to know such confidential information for the purposes
of their employment, or as otherwise authorized by TA in writing, and you shall
keep secret all matters entrusted to you, nor shall you use any confidential
information in any manner which may injure or cause loss or may be calculated
to injure or cause loss to TA, whether directly or indirectly.


 


2

















 


Mr. John R. Hoadley


June 13, 2008


Page 3


 


5.             Confidentiality of
Agreement and Non-Disparagement


 


Except as required by law, you and TA agree to keep confidential and
not to disclose the terms of this Agreement and/or the terms of the benefits
provided you under it to anyone other than spouse(s), attorney(s) and
accountant(s), provided they likewise agree not to disclose said information to
anyone.  You further agree not to make
harmful or disparaging remarks, written or oral, concerning TA or any of its
directors, trustees, officers, partners, employees or agents.  Likewise, the officers and directors of TA
agree not to make any harmful or disparaging remarks, written or oral,
concerning you or your employment with TA.


 


6.             Non-Solicitation


 


You agree that for five (5) years following the Termination Date,
you shall not, directly or indirectly, without the written consent of TA,
employ, recruit, solicit, entice, influence or persuade any other employee of TA
or any employee of an affiliate of TA, to leave the employment of TA or such
affiliate for any reason.


 


7.             Breach of Paragraphs 4, 5
or 6


 


The parties agree that any breach of paragraphs 4, 5 or 6 of this
Agreement will cause irreparable damage to the non-breaching party and that in
the event of such breach the non-breaching party shall have, in addition to any
and all remedies at law, the right to an injunction, specific performance or
other equitable relief to prevent the violation of any obligations hereunder.


 


8.             Non-Waiver


 


Any waiver by a party of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any subsequent breach of such
provision or any other provision hereof.


 


9.             Non-Admission


 


The parties agree and acknowledge that the considerations exchanged
herein do not constitute and shall not be construed as constituting an
admission of any sort on the part of either party.


 


10.          Non-Use in Subsequent Proceeding


 


The parties agree that this Agreement may not be used as evidence in
any subsequent proceeding of any kind except one in which either of the parties
alleges a breach of the terms of this Agreement or one in which either of the
parties elects to use this Agreement as a defense to any claim.


 


11.           Entire Agreement


 


This Agreement constitutes the entire agreement between you and TA concerning
the terms and conditions of your separation from employment with TA and
supersedes all prior and contemporaneous agreements, understandings,
negotiations and discussions, whether oral or written, between you and TA, with
the exception of the 2007 Restricted Share Agreement referenced above and the
attached Accelerated Vesting Agreement. 
You agree that TA has not made any warranties, representations or
promises to you regarding the meaning or implication of any provision of this
Agreement other than as stated herein.


 


3

















 


Mr. John R. Hoadley


June 13, 2008


Page 4


 


12.          No Oral Modification


 


Any amendments to this Agreement shall be in writing and signed by you
and an authorized representative of TA.


 


13.          Severability


 


In the event that any provision hereof becomes or is declared by a
court of competent jurisdiction to be illegal, unenforceable or void, this
Agreement shall continue in full force and effect without said provision.


 


14.          Governing Law, Jurisdiction, and Successors and
Assigns


 


This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts, and shall be binding upon and
inure to the benefit of you and your heirs, successors and beneficiaries and TA
and its agents, representatives, successors and assigns.  Further, the parties irrevocably agree that
any legal action or proceeding arising under or relating to this Agreement
shall be brought in any state or federal court in Massachusetts.


 


15.          Voluntary Act


 


By signing this Agreement, you acknowledge and agree that you are doing
so knowingly and voluntarily in order to receive the payments and benefits
provided for herein.


 


If you determine to accept this Agreement, understand it and consent to
it, please sign this Agreement in the space provided below and return it to my
attention.  The enclosed copy is for your
records.


 


I
wish you the best of luck with your future endeavors.


 


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  /s/
  Thomas M. O’Brien

  
	
   

  	
  Thomas
  M. O’Brien

  
	
   

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  



 


AGREED
TO AND ACCEPTED:


 


 


	
  /s/
  John R. Hoadley

  	
   

  	
  June 13,
  2008

  
	
  John
  R. Hoadley

  	
   

  



 


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