Exhibit
10.16


 


TRAVELCENTERS
OF AMERICA LLC


 


RESTRICTED
SHARE AGREEMENT


 


This Restricted Share
Agreement (this “Agreement”) is made as of
                                  ,
between
                                      
(the “Recipient”) and TravelCenters of America LLC (the “Company”).


 


In consideration of the
mutual promises and covenants contained in this Agreement, and for other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


1.           
Grant of Shares.  Subject to the terms and conditions
hereinafter set forth and the terms and conditions of the Amended and Restated
TravelCenters of America LLC 2007 Equity Compensation Plan, as it may be
amended from time to time (the “Plan”), the Company hereby grants to the
Recipient, effective as of the date of this Agreement,
                    
of its limited liability company interests represented by common shares, no par
value per share.  The shares so granted are hereinafter referred to
as the “Shares,” which term shall also include any shares of the Company issued
to the Recipient by virtue of his or her ownership of the Shares, by share
dividend, share split, recapitalization or otherwise.


 


2.           
Vesting; Forfeiture of Shares.


 


(a)           The
Shares shall vest one-fifth as of the date hereof and a further one-fifth on
                          
of each of the next four calendar years commencing on
                                  .  Any
Shares not vested as of any date are herein referred to as “Unvested Shares.”


 


(b)           At
the option of the Company and in the event the Recipient ceases to render
significant services, whether as an employee or otherwise, to (i) the
Company, (ii) the entity which is the manager or shared services
provider to the Company or an entity controlled by, under common control
with or controlling such entity (collectively, the “Manager”), or
(iii) an affiliate of the Company (which shall be deemed for such purpose
to include any other entity to which the Manager is the manager or shared
services provider), all or any portion of the Unvested Shares shall be
forfeited by the Recipient as of the date the Recipient ceases to render such
services.  The Company may exercise such option by delivering or
mailing to the Recipient (or his or her estate), at any time after the
Recipient has ceased to render such services, a written notice of exercise of
such option.  Such notice shall specify the number of Unvested Shares
to be forfeited.


 


3.           
Legends.  Share certificates, if any, evidencing the Shares
shall prominently bear a legend in substantially the following terms:


 

















 


“THE SHARES EVIDENCED BY
THIS CERTIFICATE WERE ISSUED PURSUANT TO AN INCENTIVE PLAN MAINTAINED BY THE
COMPANY.  THESE SHARES MAY BE
SUBJECT TO TRANSFER AND/OR VESTING RESTRICTIONS, AND UNVESTED SHARES ARE
SUBJECT TO REPURCHASE RIGHTS AND FORFEITURE CONDITIONS CONTAINED IN THE PLAN,
THE RELATED GRANT OF SHARES OR AN AGREEMENT BETWEEN THE COMPANY AND THE INITIAL
HOLDER OF THESE SHARES.  A COPY OF
APPLICABLE RESTRICTIONS, REPURCHASE RIGHTS AND FORFEITURE CONDITIONS WILL BE
FURNISHED TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON REQUEST TO THE
SECRETARY OF THE COMPANY.”


 


In the event that the Shares
are not evidenced by share certificates, the share books and records of the
Company shall contain a notation in substantially the following terms:


 


“THE SHARES COVERED BY THIS
STATEMENT WERE ISSUED PURSUANT TO AN INCENTIVE PLAN MAINTAINED BY THE
COMPANY.  THESE SHARES MAY BE SUBJECT
TO TRANSFER AND/OR VESTING RESTRICTIONS, AND UNVESTED SHARES ARE SUBJECT TO
REPURCHASE RIGHTS AND FORFEITURE CONDITIONS CONTAINED IN THE PLAN, THE RELATED
GRANT OF SHARES OR AN AGREEMENT BETWEEN THE COMPANY AND THE INITIAL HOLDER OF
THESE SHARES.  A COPY OF APPLICABLE
RESTRICTIONS, REPURCHASE RIGHTS AND FORFEITURE CONDITIONS WILL BE FURNISHED TO
THE HOLDER OF THE SHARES COVERED BY THIS STATEMENT WITHOUT CHARGE UPON REQUEST
TO THE SECRETARY OF THE COMPANY.”


 


Certificates evidencing
Shares and shares not evidenced by certificates shall also bear or contain, as
applicable, legends and notations as may be required by the Plan or the
Company’s Limited Liability Company Agreement or Bylaws, each as in effect from
time to time, or as the Company may otherwise determine appropriate.


 


4.           
Tax Withholding.   To the extent required by law, the Company
shall withhold or cause to be withheld income and other taxes incurred by the
Recipient by reason of the Shares, and the Recipient agrees that he or she
shall upon request of the Company pay to the Company an amount sufficient to
satisfy its tax withholding obligations from time to time (including as Shares
become vested) as the Company may request.


 


5.           
Miscellaneous.


 


(a)           
Amendments.  Neither this Agreement nor any provision hereof
may be changed or modified except by an agreement in writing executed by the
Recipient and the Company; provided, however, that any change or modification
that does not adversely affect the rights hereunder of the Recipient, as they
may exist immediately prior to the effective date of such change or
modification, may be adopted by the Company without an agreement in writing
executed by the Recipient, and the Company shall give the 


 


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Recipient written notice of
such change or modification reasonably promptly following the adoption of such
change or modification.


 


(b)           
Binding Effect of the Agreement.  This Agreement shall inure
to the benefit of, and be binding upon, the Company, the Recipient and their
respective estates, heirs, executors, transferees, successors, assigns and
legal representatives.


 


(c)           
Provisions Separable.  In the event that any of the terms of
this Agreement shall be or become or is declared to be illegal or unenforceable
by any court or other authority of competent jurisdiction, such terms shall be
null and void and shall be deemed deleted from this Agreement, and all the
remaining terms of this Agreement shall remain in full force and effect.


 


(d)           
Notices.  Any notice in connection with this Agreement shall
be deemed to have been properly delivered if it is in writing and is delivered
by hand or by facsimile transmission or sent by registered certified mail, postage
prepaid, to the party addressed as follows, unless another address has been
substituted by notice so given:


 


	
  To the Recipient:

  	
  To the Recipient’s address
  as set forth on the signature page hereof.

  
	
   

  	
   

  
	
  To the Company:

  	
  TravelCenters of America
  LLC

  
	
   

  	
  400 Centre Street

  
	
   

  	
  Newton,
  MA      02458

  
	
   

  	
  Attn: Secretary

  



 


(e)           
Construction.  The headings and subheadings of this Agreement
have been inserted for convenience only, and shall not affect the construction
of the provisions hereof.  All references to sections of this
Agreement shall be deemed to refer as well to all subsections which form a part
of such section.


 


(f)           
Employment Agreement.  This Agreement shall not be construed
as an agreement by the Company, the Manager or any affiliate of the Company or
the Manager to employ the Recipient, nor is the Company, the Manager or any
affiliate of the Company or the Manager obligated to continue employing
the Recipient by reason of this Agreement or the grant of shares to the
Recipient hereunder.


 


(g)           
Applicable Law.  This Agreement shall be construed and
enforced in accordance with the laws of The Commonwealth of Massachusetts.


 


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


 


 


	
  TRAVELCENTERS OF AMERICA
  LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  RECIPIENT:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [Name]

  	
   

  
	
  [Address]