Exhibit 10.2


 


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 ______ as of the date hereof and a further _______ on __________ of each
of the next _________ 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 advisor, 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 advisor, 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 (print):

  	
   

  
	
   

  	
   

  
	
  Home Address: