Exhibit 10.2


 


ACCELERATED VESTING
AGREEMENT


 


THIS ACCELERATED VESTING AGREEMENT (this “Agreement”),
dated as of June 13, 2008, is by and among TravelCenters of America LLC, a
Delaware limited liability company (the “Company”) and John R. Hoadley (“Mr. Hoadley”).


 


RECITALS:


 


1.                                       Pursuant to a
Restricted Share Agreement, dated as of November 26, 2007, by and between
the Company and Mr. Hoadley (the “Restricted Share Agreements”),
the Company granted Mr. Hoadley the Shares (as defined in the Restricted
Share Agreements) subject to the vesting and repurchase provisions described
therein.


 


2.                                       In connection
with the termination of Mr. Hoadley’s employment with Reit Management &
Research LLC (“RMR”) and the concurrent termination of his employment with the
Company pursuant to those certain letter agreements each dated the date hereof
(collectively, the “Termination Agreements”), Mr. Hoadley and the
Company have agreed to have all of the Shares granted pursuant to the
Restricted Share Agreements vest immediately, subject to and upon the terms and
conditions set forth herein.


 


NOW, THEREFORE, the parties agree as follows:


 


1.         Accelerated Vesting; Related Agreements.


 


(a)           Provided that Mr. Hoadley
shall have satisfied his obligations under Section 1(b), the Company and Mr. Hoadley
hereby agree that, effective as of the Termination Date (as defined in the
Termination Agreements), the Shares shall be fully vested and that the Company
shall have no further right to repurchase the Shares pursuant to Section 2
of the Restricted Share Agreements.


 


(b)           Not less than
three (3) business days prior to the Termination Date, Mr. Hoadley
shall deliver to RMR an amount equal to the estimated withholding tax (as
reasonably determined by RMR) that will be due and payable in connection with
the consummation of the transactions contemplated by Section 1(a) (the
“Withholding Tax”).  In the event
that RMR shall thereafter reasonably determine that the actual amount of the
Withholding Tax is greater than the amount so delivered by Mr. Hoadley, Mr. Hoadley
shall within three (3) business days after receiving notice thereof
deliver to RMR an amount equal to the excess of such actual amount over the
aggregate amount theretofore delivered by him pursuant to this Section 1(b).  In the event that prior to the Company’s
remittance of the Withholding Tax  to the
Internal Revenue Service, RMR reasonably determines that the aggregate amount
so delivered by Mr. Hoadley pursuant to this Section 1(b) was
greater than the actual amount of the Withholding Tax, the Company shall within
three (3) business days after receipt of notice thereof refund any excess
payments to Mr. Hoadley.  Nothing
contained herein shall be deemed to obligate the Company to file for a refund
or other adjustment of any Withholding Tax remitted by it or to permit Mr. Hoadley
to examine or otherwise have access to any withholding tax or other tax returns
or records of the Company.


 


(c)           Mr. Hoadley
acknowledges and agrees that (i) the Shares have not been registered under
the Securities Act of 1933, as amended, or any state securities laws and may
not be sold, pledged, transferred or otherwise disposed of in the absence of an
effective registration statement or an opinion of 


 





















 


counsel acceptable to the Company that registration is not required,
and (ii) any certificate or account statement representing the Shares
shall bear a legend substantially in the following form:


 


THE
SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933.  THE SHARES MAY NOT BE SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
FOR THESE SHARES OR AN OPINION OF THE COMPANY’S COUNSEL THAT REGISTRATION IS
NOT REQUIRED.


 


(d)           Mr. Hoadley
acknowledges and agrees that he is responsible for all income tax obligations
and/or liability created under state and federal tax laws by virtue of the
vesting of the Shares and agrees to indemnify the Company for any tax liability
that may be imposed on it by virtue of such transactions.


 


2.         Miscellaneous
Provisions.


 


(a)           Amendment,
Modification and Severability.  This Agreement may not be amended or modified
or waived except by a written agreement signed by the party against whom
enforcement of such amendment, modification or waiver is sought.


 


(b)           Notices.  All notices, requests or other communications
required or permitted hereunder shall be given in writing and delivered by
hand, overnight delivery service or certified mail and shall be deemed to have
been delivered on the date of receipt, to the addresses set forth below:


 


The Company:


 


TravelCenters of America LLC

24601 Center Ridge Road, Suite 200

Westlake, OH  44145-5639

Attn:  Chief Financial Officer


 


Mr. Hoadley:


 


John R. Hoadley

8 Judith Drive

North Reading, MA 01864


 


(c)           Entire
Agreement.  This
Agreement constitutes the entire agreement between the parties concerning the
subject matter hereof and supersedes all prior and contemporaneous agreements,
understandings, negotiations and discussions, whether oral or written, except
for the Termination Agreement referenced above.


 


(d)           Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, successors and permitted assigns, but this Agreement
shall not be assigned by any of the parties hereto without the prior written
consent of the other parties and any assignment made absent such consent shall
be void ab initio.  This
Agreement and the legal relations between and among the parties hereto shall be
governed by and construed in accordance with the laws of the Commonwealth of
Massachusetts without giving effect to principles of conflicts of laws.  To the extent permitted by law, the parties
agree to the exclusive jurisdiction of the 


 


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state courts of, and the federal courts located in, the Commonwealth of
Massachusetts to resolve any and all claims arising out of, or relating to, the
enforcement of this Agreement.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.  This Agreement and other
documents referred to herein which form a part hereof, embody the entire
agreement and understanding of the parties hereto in respect of the subject
matter hereof.  There are no
restrictions, promises, warranties, covenants or undertakings other than those
expressly set forth or referred to herein.


 


(e)           Further
Assurances.  From time
to time after the date hereof, each party agrees to execute and deliver such
other instruments and take such other actions as the other may reasonably
request in connection with the transactions contemplated hereby or to
effectuate the full intent hereof.


 


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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement under seal as of the date first above written.


 


 


	
   

  	
  TravelCenters of America LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas M. O’Brien

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ John R. Hoadley

  
	
   

  	
    John R. Hoadley

  	
   

  



 


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