Exhibit 10.27


 


TRAVELCENTERS OF AMERICA LLC


 


RESTRICTED SHARE AGREEMENT


 


This
Restricted Share Agreement (this “Agreement”) is made as of                                   ,
between                      
                     
(the “Employee”) 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 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 Employee, 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 Employee 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 Employee 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
Employee as of the date the Employee ceases to render such
services.  The Company may exercise such option by delivering or mailing
to the Employee (or his estate), at any time after the Employee 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, 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
Employee by reason of the Shares, and the Employee 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 Employee and the Company; provided,
however, that any change or modification that does not adversely affect the
rights hereunder of the Employee, 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 Employee, and the Company 


 


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shall give the
Employee 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 Employee 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
  Employee:

  	
    To
  his 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 Employee, nor is the Company, the Manager or any affiliate of
the Company or the Manager obligated to continue employing the Employee by
reason of this Agreement or the grant of shares to the Employee 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:

  	
   

  
	
   

  	
   

  
	
  EMPLOYEE:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [Name]

  	
   

  
	
  [Address]