Exhibit
10.1


 


SEPARATION
AGREEMENT


 


THIS
SEPARATION AGREEMENT (this “Agreement”) is made November 24, 2008
among TravelCenters of America LLC (“TA”), TravelCenters of America
Holding Company LLC (successor to TravelCenters of America, Inc., “Holding”),
TA Operating LLC (successor to TA Operating Corporation, “Operating” and
together with Holding and TA, the “Employers”) and Larry W. Dockray (“Dockray”).


 


RECITAL


 


Dockray and TA are parties to a Position Agreement
Summary dated October 27, 2006 (the “2006 Letter”), a Stay Bonus
Letter dated January 30, 2007 (the “2007 Letter”) and may be party
to certain other written or unwritten agreements relating to Dockray’s
employment by the Employers (together with the 2006 Letter and the 2007 Letter,
as amended, the “Employment Related Agreements”).  Dockray has also received shares of TA
pursuant to a Restricted Share Agreement dated November 26, 2007, as
amended and restated concurrently with the entry into this Agreement (the “2007
Share Agreement”).  Dockray and the
Employers desire to provide for Dockray’s cooperation with regard to
transitional duties in planning for the end of Dockray’s employment with the
Employers.  In addition, Dockray desires
to be relieved of his responsibilities as an executive officer of TA and its
subsidiaries, and the parties desire to (i) provide for continued vesting
of the restricted common shares of TA which Dockray received under the 2007
Share Agreement and (ii) provide for an additional grant of restricted
common shares of TA to Dockray as set forth below.


 


NOW,
THEREFORE, the parties covenant and agree as follows:


 


Section 1.                                            Employment Related Agreements.  Dockray acknowledges that he has received all
payments and other consideration due him under the 2006 Letter, other than with
respect to relocation and housing reimbursements described therein, which shall
hereinafter be exclusively governed by Section 5 below, and that the
aggregate amount due him and unpaid under all Employment Related Agreements is
$968,962 (the “Payment”), which Payment will be paid on January 31,
2009.


 


Section 2.                                            Resignation.  By execution of this Agreement, Dockray
hereby resigns as Executive Vice President of Operations of TA and of each of
TA’s subsidiaries, effective at the close of business on February 1, 2009
and agrees to take any action requested by TA to evidence such resignation.


 


Section 3.                                            Duties; Location. 
From the date of this Agreement through February 1, 2009 (the “Full
Time Employment Period”), Dockray will continue to devote his full working
time and energies to the business and affairs of TA and its subsidiaries and
shall have such duties and perform such tasks associated with transitioning his
responsibilities and such other duties and tasks for TA and its subsidiaries as
are reasonably assigned to him from time to time by the President and Chief
Executive Officer of TA.  From February 2,
2009 through June 30, 2009 (the “Part Time Employment Period”),
Dockray will make himself available to provide services to TA and its
subsidiaries at reasonable times and on reasonable advance notice.  From July 1, 2009 


 

















 


through
January 1, 2010 (the “Consulting Period”), Dockray will make
himself available to provide consulting services to TA and its subsidiaries, as
may be requested by TA, at reasonable times and on reasonable advance notice.


 


Section 4.                                            Compensation and Vesting.


 


(a)                                  During
the Full Time Employment Period, Dockray will continue to receive his base
salary at the rate of $301,000 per year ($25,083.33 per month), payable in
semi-monthly installments in accordance with the Employers’ current practice
and will continue to participate in such benefit arrangements of the Employers
in which Dockray is participating as of the date of this Agreement.  During the Part Time Employment Period,
Dockray will receive $12,500 per month, payable in semi-monthly installments in
accordance with the Employers’ current practice.  During the Part Time Employment Period
and the Consulting Period, Dockray (and such family members as are currently
covered under the Employer’s group health plan) will continue to participate in
the Employers’ group health plan paying the same portion of the premiums for
such medical coverage as if Dockray had remained a full time employee of the
Employers but will not participate in any other benefit arrangements.  Additionally, if the Employers desire Dockray
to provide specific services during the Part Time Employment Period, they
shall so advise him in writing, pay Dockray an hourly fee of Seventy Five
Dollars ($75.00) for hours worked and reimburse Dockray for approved
out-of-pocket expenses.  During the Part Time
Employment Period, the Employers will not request (and Dockray will not
provide) more than forty (40) hours of such specific services per week.  During the Consulting Period, if the
Employers desire Dockray to provide specific services, they shall so advise him
in writing, pay Dockray an hourly fee of One Hundred Dollars ($100.00) for
hours worked and reimburse Dockray for approved out-of-pocket expenses.  At the expiration of the Consulting Period,
the Employers will provide written notification to Dockray of his rights under
the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to
continue participation in the Employers’ group health plan provided that if Dockray
(and/or his spouse and/or dependents) properly elect continued medical COBRA
coverage, Dockray (and/or his spouse and/or dependents) shall each pay the full
premium for such medical coverage. 
Following the expiration of Dockray’s COBRA rights, if the Employers are
permitted, after making commercially reasonable efforts, to provide continued
medical coverage under the Employers’ group health plans, Dockray (and/or his
spouse and/or dependents) may continue to participate until March 1, 2016,
so long as each of Dockray and/or his spouse and/or dependents pays the full
premium and costs for such medical coverage.


 


(b)                                 Provided
that Dockray has not revoked the release described in Section 13(a) hereof
or otherwise defaulted under the terms of this Agreement, the Employers will
pay Dockray a bonus of Two Hundred Thousand Dollars ($200,000) for the 2008
calendar year, payable to Dockray on or prior to December 31, 2008.  Provided that Dockray has entered into and
has not revoked the release described in Section 13(b) hereof and not
otherwise defaulted under the terms of this Agreement, the Employers will pay
Dockray a bonus (the “2009 Bonus”) of One Hundred Thousand Dollars
($100,000) plus One Hundred Dollars ($100) multiplied by the number of hours
Dockray has worked during the Consulting Period, up to a maximum of forty (40)
hours per week, for the 2009 calendar year, payable to Dockray on February 1,
2010.


 


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(c)                                  TA has previously granted to Dockray 7,500 restricted common shares of
TA (the “2007 Grant”).  The
restricted common shares granted under the 2007 Grant will vest, subject to the
terms and conditions of TA’s 2007 Equity Compensation Plan and the 2007 Grant,
as currently scheduled through January 1, 2010, whereupon all unvested
shares granted under the 2007 Grant will vest immediately.  Concurrently with its entry into this
Agreement, TA has granted to Dockray an additional forty-thousand
(40,000) restricted common shares of TA (the “2008 Grant”), subject to
the following vesting schedule and the terms and conditions of TA’s 2007 Equity
Compensation Plan and the restricted share agreement entered into by Dockray
and TA as of the date hereof (the “2008 Share Agreement”):


 




	
   

  	
   

  	
  Number
  of Shares

  	
   

  	
  Vesting
  Date

  
	
   

  	
   

  	
  8,000

  	
   

  	
  November 24,
  2008

  
	
   

  	
   

  	
  8,000

  	
   

  	
  November 24,
  2009

  
	
   

  	
   

  	
  24,000

  	
   

  	
  January 1,
  2010

  
	
  Total:

  	
   

  	
  40,000

  	
   

  	
   

  






 


Dockray and
TA agree that for purposes of the 2007 Grant and 2008 Grant, Dockray shall be
deemed to be providing “significant services” to TA through the earlier of (i) January 1,
2010 and (ii) the date on which Dockray commits a breach of this Agreement
including, without limitation, by failing to provide the services required
hereunder or by breaching the Restrictive Covenants (defined below).


 


Section 5.                                            Housing;
Relocation Expenses.  The Employers agree to purchase Dockray’s current residence in Westlake,
Ohio 44145 for $810,000.  The purchase of
Dockray’s residence by the Employers shall be completed on or before January 15,
2009, or on such other date as may be reasonably agreed by the parties.  Professional fees and expenses associated
with such sale shall be borne by the Employers. 
Dockray shall convey to the Employers good, marketable title to the
residence, free and clear of all liens, claims and encumbrances and shall
execute such documents (including, without limitation, a deed) as are customary
for this type of transaction.   The
Employers will reimburse Dockray for reasonable expenses associated with his
relocation from Westlake, Ohio to Las Cruces, New Mexico.  Any such reimbursements shall be made
promptly.


 


Section 6.                                            Covenants.  Dockray acknowledges that (i) TA and its
subsidiaries are engaged in the business of operating a travel center and
truckstop network, with facilities that provide motor fuel pumping in addition
to one or more of the following services: 
truck care and repair services, fast food restaurants, a full-service
restaurant, a convenience store, showers, laundry facilities, telephones,
recreation rooms, truck weighing scales and other compatible business services
approved by TA (the “Business”); (ii) Dockray’s work for the
Employers has given him, and will continue to give him, trade secrets of, and
confidential and/or proprietary information concerning, the Business; (iii) the
agreements and covenants contained in this Section 6 are essential to
protect the Business and the goodwill associated with it.  Accordingly, Dockray covenants and agrees as
follows:


 


(a)                                  Confidential
Information.  During the Full Time
Employment Period, the Part Time Employment Period, the Consulting Period
and at any time thereafter, Dockray shall not (i) disclose to any person
not employed by TA or a subsidiary, or not engaged to render services to 


 


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TA or a
subsidiary or (ii) use for the benefit of himself or others, any
confidential information of TA, any of TA’s subsidiaries or of the Business
obtained by him, including, without limitation, “know-how,” trade secrets,
details of customers’, suppliers’, manufacturers’ or distributors’ contracts
with TA or any of TA’s subsidiaries, pricing policies, financial data,
operational methods, marketing and sales information, marketing plans or
strategies, product development techniques or plans, plans to enter into any
contract with any person or any strategies relating thereto, technical
processes, designs and design projects, and other proprietary information of
TA, TA’s subsidiaries or of the Business; provided, however, that
this provision shall not preclude Dockray from (a) making any disclosure
required by law or court order or (b) using or disclosing information (i) known
generally to the public (other than information known generally to the public
as a result of a violation of this Section 6(a) by Dockray), (ii) acquired
by Dockray independently of his affiliation with TA or any of TA’s
subsidiaries, or (iii) of a general nature (that is, not related
specifically to the Business) that ordinarily would be learned, developed or
obtained by individuals similarly active and/or employed in similar capacities
by other companies in the same business as TA or any of TA’s subsidiaries.  Dockray agrees that all confidential
information of TA or any of TA’s subsidiaries shall remain TA’s or TA’s
subsidiaries, as the case may be, and to promptly return any confidential
information embodied in any physical or electronic medium to the owner thereof
on or prior to January 1, 2010, or such earlier date as may be requested
by TA.


 


(b)                                 Nonsolicitation;
Noncompetition.  From the date hereof
through December 31, 2010, Dockray shall not, directly or indirectly, (a) solicit
any employee to leave the employment of TA or the employment of any of TA’s
subsidiaries or (b) hire or cause to be hired any employee who has left
the employ of TA or the employ of any of TA’s subsidiaries within six (6) months
after termination of such employee’s employment with TA or any of TA’s
subsidiaries, as the case may be (unless such employee was discharged by TA
without cause).  Dockray agrees that,
from the date hereof through January 1, 2010, Dockray shall not, directly
or indirectly, through an affiliate or otherwise, for his own benefit or
otherwise, without the prior written consent of TA which consent may be
withheld by TA in its sole discretion, compete in any place in the continental
United States of America  with any
aspect of the Business in any manner or capacity (e.g., through any form of
ownership or as an advisor, principal, agent, partner, officer, directors,
employee, employer, consultant, member of any association, lender or
otherwise).  Dockray hereby acknowledges
that (i) the geographic boundaries, scope of prohibited activities and the
time duration of the covenant not to compete in this Section 6(b) are
reasonable and are no broader than are necessary to protect the legitimate
business interests of the Employers and (ii) the provisions of such
covenant were bargained for as a condition to the Employers’ entry into this
Agreement.


 


(c)                                  Cooperation.  From and after the date hereof, Dockray shall
reasonably cooperate with TA and its subsidiaries with respect to all matters
arising during or related to his employment, including all matters (formal or
informal) in connection with any government investigation, internal
investigation, litigation (potential or ongoing), regulatory or other
proceeding which may have arisen or which may hereafter arise.  TA will reimburse Dockray for all out-of
-pocket expenses (not including lost time or opportunity), and will provide
appropriate legal representation at such times and in a manner determined by TA
in its sole discretion.


 


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(d)                                 Nondisparagement.  Dockray agrees that at all times hereafter
Dockray will not make, or cause to be made, any public statement, observation
or opinion that (a) accuses or implies that the Employers or any of the
Releasees (as defined below) engaged in any wrongful, unlawful or improper
conduct, whether relating to Dockray’s employment with the Employers or the
termination thereof, the Business or any of the Releasees or otherwise; or (b) disparages,
impugns or in any way reflects adversely upon the Business or reputation of the
Employers or any of the Releasees. 
Nothing in this Section 6(d) shall prevent Dockray from truthfully
responding in connection with governmental inquiries or as required by
subpoena, court order or legal process; provided, however, that
Dockray agrees to first give prompt written notice to the Employers of any such
legal requirement in order to permit the Employers sufficient time to obtain an
appropriate protective order or other remedy.


 


Section 7.                                            Rights and Remedies upon Breach of Covenants.


 


(a)                                  If
Dockray breaches, or threatens to commit a breach of, any of the provisions of Section 6
(the “Restrictive Covenants”), the Employers shall have the right and
remedy to have the Restrictive Covenants specifically enforced, in accordance
with Section 11 hereof, by any court having equity jurisdiction, it being
acknowledged and agreed that any such breach or threatened breach will cause
irreparable injury to the Employers, that such injury shall be presumed and
need not be proven, and that money damages will not provide an adequate remedy
to the Employers.  Such rights and
remedies shall be independent of the others and severally enforceable, and all
of which rights and remedies shall be in addition to, and not in lieu of, any
other rights and remedies available to the Employers at law or in equity.


 


(b)                                 Dockray
acknowledges and agrees that the Restrictive Covenants are reasonable and valid
in scope and in all other respects and that, but for Dockray’s agreement to
comply with the Restrictive Covenants, the Employers would not have entered
into this Agreement.  If any court
determines that any of the Restrictive Covenants, or any part thereof, is
invalid or unenforceable, the remainder of the Restrictive Covenants shall not
thereby be affected and shall be given full effect to the greatest extent
possible, without regard to the invalid portions.


 


(c)                                  If
any court construes any of the Restrictive Covenants, or any part thereof, to
be unenforceable because of the duration of such provision or the scope, such
court shall have the power to reduce the duration or scope of such provision
and, in its reduced form, such provision shall be enforceable and shall be
enforced to the greatest extent possible.


 


Section 8.                                            Return of the Employers’ Property.  Dockray agree that, on or prior to January 1,
2010, or such earlier date as may be requested by TA, he will return to the
Employers any and all of the Employers’ property, including without limitation,
mailing lists, reports, files, memoranda, records and software, credit cards,
door and file keys, computer access codes or disks and instructional manuals,
and other physical or personal property which Dockray received or prepared or
helped prepare in connection with his employment or consulting services with
the Employers, and he will not retain any copies, duplicates, reproductions or
excerpts thereof in any form whatsoever.


 


Section 9.                                            Assignment. In the event that TA
shall be merged with, or consolidated into, any other person or entity, or in
the event that it shall sell and transfer substantially all of its 


 


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assets to another
person or entity, the terms of this Agreement shall inure to the benefit of,
and be assumed by, the person or entity resulting from such merger or
consolidation, or to which TA’s assets shall be sold and transferred. This
Agreement shall not be assignable by Dockray.


 


Section 10.                                      Governing Law.  This Agreement will be governed by the laws
of the State of Ohio without regard to conflicts of laws principles that might
lead to the application of the laws of another jurisdiction.


 


Section 11.                                      Jurisdiction: Service of Process.
Any action or proceeding seeking equitable relief (in whole or in part) to
enforce any provision of, or based on any right arising out of, Section 6,
7 or 8 hereof may be brought by the Employers in the state courts of Ohio or in
the United States District Court in Cleveland, Ohio, and each of the parties
consents to the jurisdiction of such courts (and of the appropriate appellate
courts) in any such action or proceeding and waives any objection to venue laid
therein.  Process in any action or
proceeding referred to in the preceding sentence may be served on Dockray
anywhere in the world.


 


Section 12.                                      Hold Harmless and Indemnity.  Holding will indemnify and hold harmless
Dockray as provided in Section 6.07 of the Agreement and Plan of Merger
among TravelCenters of America, Inc., Hospitality Properties Trust, HPT TA
Merger Sub Inc. and Oak Hill Capital Partners, L.P. dated September 15,
2006 and acknowledges he is a “Covered Party” as defined therein.  TA and the Employers will indemnify and hold
harmless Dockray in connection with matters arising out of his having been an
officer of TA, the Employers or any of their subsidiaries as provided in their
respective limited liability company agreements as in effect on the date
hereof; additionally Dockray has been designated an “Indemnitee” under TA’s  limited liability company agreement with
respect to matters arising out of his services under this Agreement.


 


Section 13.                                      Release.


 


(a)                                  Dockray,
for himself and his heirs, successors, and assigns, hereby knowingly and
voluntarily remises, releases and forever discharges TA, its current and former
officers, directors, agents, representatives, shareholders, and employees,
affiliates and subsidiaries (collectively, the “Releasees”), from any
and all debts, demands, actions, causes of actions, accounts, covenants,
contracts, agreements, claims, damages, omissions, promises, and any and all
claims and liabilities whatsoever, of every name and nature, known or unknown,
both in law and equity (“Claims”), which Dockray now has or ever had
against the Releasees from the beginning of the world to the date hereof; provided,
however, that the foregoing release shall not apply to any Claims to
enforce this Agreement. The foregoing release of Claims shall apply to any
Claim of any type, including, without limitation, any and all Claims of any
type that Dockray may have arising under the common law or under Title VII of
the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment
Act of 1967, as amended, the Older Workers Benefit Protection Act, the
Americans With Disabilities Act, the Family and Medical Leave Act and any other
federal, state or local statutes, regulations, ordinances or common law
creating employment-related causes of action, and shall further apply, without
limitation, to any and all Claims for wages, vacation, severance, attorneys’
fees, costs and other forms of compensation, and to any and all Claims in
connection with, related to or arising out of Dockray’s employment, or the
termination of his employment, with any Releasee.


 


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(b)                                 As
a condition to the receipt of the 2009 Bonus, Dockray must agree to execute and
deliver to the Employers on December 31, 2009, and not subsequently
revoke, a second general release of claims substantially similar to that set
forth in Section 13(a) releasing any Claims that may have arisen
between the date of this Agreement and December 31, 2009.


 


Section 14.                                      Counterparts. This Agreement may be
executed in one or more counterparts, each of which will be deemed to be an
original copy of this Agreement and all of which, when taken together, will be
deemed to constitute one and the same agreement, but in proving this Agreement,
it shall not be necessary to produce more than one of such counterparts.


 


Section 15.                                      Section Headings Construction.
The headings of Sections in this Agreement are provided for convenience only
and will not affect its construction or interpretation. All references to “Section”
or “Sections” refer to the corresponding Section or Sections of this
Agreement unless otherwise specified. All words used in this Agreement will be
construed to be of such gender or number as the circumstances require. Unless
otherwise expressly provided, the word “including” does not limit the
preceding words or terms.


 


Section 16.                                      Notices. All notices, consents,
waivers, and other communications under this Agreement shall be in writing and
will be deemed to have been duly given when (a) delivered by hand, (b) sent
by electronic media (with a copy sent by nationally recognized overnight
delivery service) or (c) when sent by nationally recognized overnight
delivery service, in each case to the appropriate addresses set forth below (or
to such other addresses as a party may designate by notice to the other
parties):


 


	
  Dockray:

  	
   

  	
  See Exhibit A hereto

  
	
   

  	
   

  	
   

  
	
  TA:

  	
   

  	
  TravelCenters of America LLC

  
	
   

  	
   

  	
  24601 Center Ridge Road, Suite 200

  
	
   

  	
   

  	
  Westlake, OH 44147

  
	
   

  	
   

  	
  Attention: President

  
	
   

  	
   

  	
  Email: obrien.tom@tatravelcenters.com

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  Mark R. Young, General Counsel

  
	
   

  	
   

  	
  TravelCenters of America LLC

  
	
   

  	
   

  	
  400 Centre Street

  
	
   

  	
   

  	
  Newton, MA 02458

  
	
   

  	
   

  	
  Email: young.mark@tatravelcenters.com

  



 


Notice to TA will constitute notice to the Employers.


 


Section 17.                                      Payments Subject to Taxes.  All payments under this Agreement, including
the Payment, will be subject to reduction for federal, state and local taxes
and other regular payroll deductions.


 


Section 18.                                      Arbitration.  Except as set forth in Section 11, if
requested in writing by either Dockray or TA, any claim or controversy arising
out of or relating to the interpretation, construction and performance of this
Agreement, or any alleged breach hereof, shall be finally 


 


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resolved
by arbitration conducted in accordance with such rules as may be agreed
upon by the parties within thirty (30) days following written notice by either
party to the other identifying the issue in dispute and the position of the
party giving notice, or failing to achieve such agreement, in accordance with
the National Rules for the Resolution of Employment Disputes of the
American Arbitration Association.  Any
award rendered in connection with the foregoing arbitration shall be in writing
and shall be final and binding upon the parties, and judgment upon any such
award may be entered and enforced in any court of competent jurisdiction in
accordance with the Federal Arbitration Act. 
The forum for such arbitration shall be in Boston, Massachusetts and the
governing law shall be the laws of the Commonwealth of Massachusetts without
giving effect to conflict of laws provisions.


 


Section 19.                                      Entire Agreement. This Agreement,
the 2007 Share Agreement and the 2008 Share Agreement constitute the entire
agreement between the Employers, on the one hand, and Dockray, on the other
hand, with respect to the subject matter hereof and supersede all prior written
and oral agreements and understandings (including the Employment Related
Agreements) between the Employers and Dockray with respect thereto.  This Agreement may not be amended except by a
written agreement duly executed by each party hereto.


 


Section 20.                                      Consultation With Counsel; Time for Signing;
Revocation.  Dockray has
the right to and should consult with an attorney prior to signing this
Agreement.  Dockray acknowledges that he
has been offered twenty-one (21) days from his receipt of this Agreement to
decide whether to sign it.  Dockray will
have seven (7) days after signing this Agreement to revoke his
signature.  If Dockray intends to revoke
his signature, Dockray must do so in accordance with the provisions of Section 16
prior to the end of the 7-day revocation period.  This Agreement shall not become effective,
and no party hereto shall have any rights or obligations hereunder, until the
expiration of the 7-day revocation period, after which it shall become
immediately and irrevocably effective.


 


(Signature
Page Follows)


 


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EXECUTED as of the
date first above written.


 


 


	
   

  	
  TravelCenters of America LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas M. O’Brien

  
	
   

  	
   

  	
  Thomas M. O’Brien, President and Chief

  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TravelCenters of America Holding Company LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas M. O’Brien

  
	
   

  	
   

  	
  Thomas M. O’Brien, President and Chief

  Executive Officer

  
	
   

  	
   

  
	
   

  	
  TA Operating LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Thomas M. O’Brien

  
	
   

  	
   

  	
  Thomas M. O’Brien, President and Chief

  
	
   

  	
   

  	
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Larry W. Dockray

  
	
   

  	
  Larry W. Dockray