Exhibit 10.1


 








 


 


December 13, 2019


 


Mr. Andrew J. Rebholz


18054 Spyglass Hill Drive


Strongsville, Ohio 44136


 


Dear Andy:


 


You, TravelCenters of America Inc. (“TA”)
and The RMR Group LLC (“RMR”) are entering into this letter agreement (this “Agreement”) to confirm the
terms and conditions of your retirement from TA and RMR on June 30, 2020 (the “Retirement Date”).


 


I.             TRANSITION
PERIOD AND RETIREMENT


 


A.            Resignation
from TA. You will continue to serve as the Chief Executive Officer and a Managing Director of TA until December 15, 2019 (the
“Effective Date”) as of which date you will resign as Chief Executive Officer of TA, as a Managing Director of TA,
any other officer or director positions you hold within TA, and any positions you hold with third parties on behalf of TA. You
will continue to serve as an employee of TA until the Retirement Date in order to transition your duties and responsibilities
to your successor(s).


 


B.            Resignation from RMR. You will continue to serve as an Executive Vice President of RMR until the Effective Date as
of which date you will resign as an Executive Vice President of RMR and any other officer positions you hold within RMR. You will
continue to serve as an employee of RMR until the Retirement Date in order to transition your duties and responsibilities to your
successor(s).


 


C.            Transition Period. Until the Retirement Date, you will work towards the orderly transition of your responsibilities,
use all reasonable efforts to assist in training your successor(s), provide advice and counsel to TA and RMR, and assist TA’s
internal and external partners with the transition, each as requested. You acknowledge that you may be asked to travel to, and
visit with, key partners and customers. It is understood that you are not required to work out of the corporate office after the
Effective Date. You agree to fulfill your duties as a responsible party or identified officer for all TA licenses until a replacement
is installed and to cooperate with TA’s efforts to remove you from such licenses.


 


D.            Payments and Benefits during the Transition Period. Until the Retirement Date, you will continue to receive your
same cash salary compensation as you currently receive, payable 80% by TA and 20% by RMR, and you will continue to be reimbursed
by TA for all reasonable out-of-pocket business expenses. Subject to any contribution required by you consistent with past practices,
TA will also maintain and provide your current insurance benefits until the Retirement Date, except that after the Effective Date
you will not accrue any vacation time. In December 2019, you will receive a cash bonus from TA in the amount of $1,000,000 and
from RMR in the amount of $250,000, each payable consistent with past practices. You understand and agree that you will not receive
any additional stock grants in TA, The RMR Group Inc. (“RMR Inc.”) or in any RMR managed company.


 






     


     


    

 


Andrew J. Rebholz


December 13, 2019


Page 2


 


E.            Outplacement
Services. TA will pay for outplacement services to be provided to you by CareerCurve.


 


F.             Payments and Benefits on the Retirement Date. On the Retirement Date, TA will pay your unpaid wages for the period
through the Retirement Date and for your remaining and unused vacation time as of the Effective Date, subject to all usual and
applicable taxes and deductions. Your health insurance on TA’s group plan will terminate on the Retirement Date. To continue
any health insurance beyond the Retirement Date, you must complete a continuation of coverage (COBRA) election form and make timely
payments for coverage. Information regarding COBRA will be mailed to you. Any group life and disability insurance on our group
plan will also terminate on the Retirement Date, as will your participation in TA’s and RMR’s 401(k) plans.


 


G.            Release
Benefits. Provided you sign and do not revoke the Waiver and Release of Claims attached as Exhibit A and you satisfactorily
perform your transition responsibilities, you will receive the following additional retirement payments and benefits:


 


(1)             Cash
Payment. TA will pay you $1,000,000 and RMR will pay you $250,000 upon the expiration of the revocation period set forth in
the Waiver and Release of Claims.


 


(2)             TA Share Grants.


 


a.               All
of your existing TA share grants will continue to vest under the existing vesting schedule (as set forth in your Restricted Share
Agreements) through the Retirement Date. Upon the Retirement Date, all of your existing TA share grants will vest (which vesting
includes the lifting of any restrictions) immediately in full and you will be permitted to settle any resulting tax liability
with vesting shares, commonly referred to as “net share settlement.” TA will cooperate with you in removing any restrictive
legends from your vested TA shares.


 


b.               You
agree with TA that, as long as you own shares in TA, your shares shall be voted at any meeting of the shareholders of TA or in
connection with any consent solicitation or other action by shareholders in favor of all nominees for director and all proposals
recommended by the Board of Directors in the proxy statement for such meeting or materials for such written consent or other action.
If your shares are not voted in accordance with this covenant and such failure continues after notice, you agree to pay liquidated
damages to TA in an amount equal to the market value of the shares not so voted. For the avoidance of doubt, this provision is
for the benefit of TA and is not an agreement with RMR.


 






     


     


    

 


Andrew J. Rebholz


December 13, 2019


Page 3


 


c.               You
hereby grant to TA (or its nominee) a first right of refusal in connection with your sale of all or a portion of your TA shares
at the average closing price for the ten (10) trading days preceding the date of your written notice (“ROFR Notice”)
to TA and RMR of your intent to sell. TA (or its nominee) may elect to purchase the shares described in the ROFR Notice by notifying
you in writing within ten (10) days after receipt of the ROFR Notice. In the event TA declines to exercise its purchase right,
RMR (or its nominee) may elect to purchase such shares at the price offered to TA within five (5) days after notice from you that
TA has declined to purchase the offered shares. Purchase of the shares described in the ROFR Notice shall close no later than
five (5) days after the purchaser gives notice of its election to purchase such shares. If TA and RMR each decline to exercise
their purchase rights after proper notice, or if either TA or RMR elects to purchase shares but fails to timely complete the purchase,
the first refusal rights of TA and RMR shall permanently lapse with regard to those shares described in the ROFR Notice. All costs
of all transactions arising out of the exercise of the rights of first refusal under this paragraph will be paid for by the purchaser.


 


d.               You understand and agree that, although the TA Code of Business Conduct and Ethics will no longer apply to you after the
Retirement Date, you are subject to all laws and regulations with respect to all of your shares in TA, including, but not limited
to, those applicable to the purchase or sale of securities while in possession of material, non-public information concerning TA.


 


(3)              RMR and RMR Managed Company Share Grants.


 


a.               RMR will recommend to the Boards of Directors of RMR Inc. and to the Boards of Trustees and Boards of Directors of Industrial
Logistics Properties Trust, Office Properties Income Trust, Service Properties Trust, Senior Housing Properties Trust, Tremont
Mortgage Trust and Five Star Senior Living Inc. (together, the “RMR Managed Companies”) that all of your existing stock
grants vest (which vesting includes the lifting of any restrictions) immediately in full upon the Retirement Date and that you
be permitted to settle any resulting tax liability with vesting shares, commonly referred to as “net share settlement,”
on a company-by-company basis. RMR will cooperate with you in removing any restrictive legends from your vested shares in the RMR
Managed Companies.


 


b.               You agree for the benefit of RMR Inc. or the applicable RMR Managed Company, as the case may be, that, as long as you own
shares in RMR Inc. and/or the RMR Managed Companies, your shares shall be voted at any meeting of the shareholders of RMR Inc.
and/or the RMR Managed Companies or in connection with any consent solicitation or other action by shareholders in favor of all
nominees for director and all proposals recommended by the Board of Directors or Trustees in the proxy statement for such meeting
or materials for such written consent or other action. If your shares are not voted in accordance with this covenant and such failure
continues after notice, you agree to pay liquidated damages to RMR Inc. and/or the applicable RMR Managed Company in an amount
equal to the market value of the shares not so voted. For the avoidance of doubt, this provision is for the benefit of RMR Inc.
and each RMR Managed Company only with respect to your shares in such company and is not an agreement with RMR.


 






     


     


    

 


Andrew J. Rebholz


December 13, 2019


Page 4


 


c.               You
understand and agree that, although the RMR Code of Business Conduct and Ethics will no longer apply to you after the Retirement
Date, you are subject to all laws and regulations with respect to all of your shares in RMR Inc. and the RMR Managed Companies,
including, but not limited to, those applicable to the purchase or sale of securities while in possession of material, non-public
information concerning RMR Inc. and the RMR Managed Companies.


 


(4)              Technology
and Mobile Phone Number. You may keep all technology equipment issued to you by TA, including your mobile telephone, laptop
and desktop computer. At your request, TA agrees to consent to and cooperate with you in the transfer to you of your mobile phone
number, and to pay for any costs associated with such transfer (except that you will be responsible for the cost of replacement
service). You agree to be responsible for all cell phone payments for service after the Retirement Date.


 


 II.            TAX PROVISIONS


 




You agree that you shall be responsible
and will pay your own tax obligations and/or liabilities created under state or federal tax laws by this Agreement. You further
agree that you shall indemnify TA, RMR and any of the RMR Managed Companies for any tax obligations and/or liabilities that may
be imposed on them for your failure to comply with this provision.


 


 III.           INTERNAL AND EXTERNAL ANNOUNCEMENTS




 


All internal and external announcements
regarding your retirement shall be subject to your reasonable approval.


 


 IV.           CONFIDENTIALITY


 




You agree that, unless
otherwise agreed, on or before the Retirement Date, you will return to TA all property of TA including, but not limited to, all
documents, records, materials, software, building keys or entry cards, and other physical property that have come into your possession
or been produced by you in connection with your employment, except as provided above.


 


You agree that, unless
otherwise agreed, on or before the Effective Date, you will return to RMR all property of RMR including, but not limited to, all
documents, records, materials, software, equipment, building keys or entry cards, and other physical property that have come into
your possession or been produced by you in connection with your employment with RMR.


 


In addition, you shall
not at any time reveal to any person or entity, except to employees of TA or RMR who need to know such information for purposes
of their employment or as otherwise authorized by TA or RMR in writing, any confidential information of TA, RMR, or any RMR Managed
Company, including, but not limited to, confidential information regarding (i) the marketing, business and financial activities
and/or strategies of TA, RMR, or any RMR Managed Company and their respective affiliates, (ii) the costs, sources of supply, financial
performance, projects, plans, branding, acquisition or dispositions, franchising and other business operational strategies or plans,
proposals and strategic plans of TA, RMR, or any RMR Managed Company and their respective affiliates, and (iii) information
and discussions concerning any past or present lawsuits, arbitrations or other pending or threatened disputes in which TA, RMR,
or any RMR Managed Company or their respective affiliates is or was a party.


 






     


     


    

 


Andrew J. Rebholz


December 13, 2019


Page 5


 


You, TA and RMR agree
to keep the terms of your retirement confidential, except that you acknowledge that this Agreement will be filed with the Securities
and Exchange Commission.


 


Nothing in this Agreement
prohibits you from reporting possible violations of federal law or regulation to any government agency or entity, including, but
not limited, to the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures
that are protected under the whistleblower provisions of applicable law. You do not need prior authorization of TA or RMR to make
any such reports or disclosures and you are not required to notify TA or RMR that you have made such reports or disclosures.


 


 V.            NON-DISPARAGEMENT


 




You agree not to make harmful or disparaging
remarks, written or oral, concerning TA or RMR, or any of the RMR Managed Companies, or any of its or their respective directors,
officers, trustees, employees, agents or service providers. TA and RMR agree to instruct their executive officers not to make any
harmful or disparaging remarks, written or oral, concerning you. Nothing in this provision shall prevent you, TA or RMR from testifying
truthfully in connection with any litigation, arbitration or administrative proceeding when compelled by subpoena, regulation or
court order.


 


VI.          NON-COMPETITION


 


You agree that for five (5) years following
the Retirement Date, you will not directly or indirectly, whether as an owner, director, employee, advisor, consultant or otherwise,
without the prior written consent of TA, compete with TA or any of its divisions, subsidiaries or affiliates, including but not
limited to, by providing services to any of Pilot-Flying J, Love’s (or their successors or affiliates) or any other business
that owns more than three (3) truck stops in North America. You agree that for five (5) years following the Retirement Date, you
will not directly or indirectly, whether as an owner, director, employee, advisor, consultant or otherwise, without the prior written
consent of RMR, compete with RMR or any company managed by RMR or any of its or their divisions, subsidiaries or affiliates. Notwithstanding
the foregoing, any service you provide to TA, RMR or any company managed by RMR will not be deemed competitive activity under this
Section. Ownership of less than one percent (1%) of a publicly traded company that competes with TA, RMR or a company managed by
RMR also shall not be deemed competitive activity under this Section.


 






     


     


    

 





Andrew J. Rebholz


December 13, 2019


Page 6


 


 VII.         NON-SOLICITATION


 




You agree that for five (5) years following
the Retirement Date, you will not directly or indirectly, without the prior written consent of TA or RMR, solicit, attempt to solicit,
assist others to solicit, hire, or assist others to hire for employment any person who is, or within the preceding six (6) months
was, an employee of TA or RMR, or any RMR Managed Company.


 


VIII.        BREACH OF SECTIONS IV, V, VI OR VII


 


The parties agree that any breach
of Sections IV, V, VI or VII of this Agreement will cause irreparable damage to the non-breaching party and that, in the event
of such a breach or threatened breach, the non-breaching party shall have, in addition to any and all remedies at law, the right
to an injunction, specific performance or other equitable relief to prevent the violation of any obligations hereunder. The parties
agree that, in the event that any provision of Section IV, V, VI or VII shall be determined by any court of competent jurisdiction
or arbitration panel to be unenforceable, such provision shall be deemed to be modified to permit its enforcement to the maximum
extent permitted by law.


 


 IX.           COOPERATION 


 




After the Retirement Date and
until December 31, 2020, upon the request of TA, you agree to make yourself reasonably available to provide any additional transitional
services at a rate of $250 per hour, plus reimbursement of any approved out-of-pocket expenses. Any such services shall be deemed
a consultancy and you shall perform such services as an independent contractor, assuming all applicable tax obligations. You acknowledge
that as an independent contractor you will not be eligible for any benefits afforded employees of TA.


 


Without limitation as to time,
you further agree to cooperate with TA and RMR, at reasonable times and places, with respect to all matters arising during or related
to your continuing or past employment, including, without limitation, all formal or informal matters in connection with any government
investigation, internal investigation, litigation, regulatory or other proceeding which may have arisen or which may arise. TA
or RMR will reimburse you for all reasonable out-of-pocket expenses (not including lost time or opportunity). TA or RMR will provide
appropriate legal representation for you in a manner reasonably determined by TA or RMR.


 


X.            INDEMNIFICATION


 


TA hereby acknowledges and reaffirms the
provisions of the Amended and Restated Indemnification Agreement dated May 23, 2018, and specifically acknowledges the application
of the Amended and Restated Indemnification Agreement to any claim or liability associated with regulatory licenses (such as gaming,
liquor, and lottery licenses) that you executed or registered on behalf of TA. RMR hereby acknowledges and reaffirms the provisions
of the Indemnification Agreement dated January 1, 2018.


 






     


     


    

 


Andrew J. Rebholz


December 13, 2019


Page 7


 


 XI.           NON-WAIVER


 




Any waiver by a party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of such provision or any other
provision hereof.


 


XII.          NON-ADMISSION


 


The parties agree and acknowledge that
the considerations exchanged herein do not constitute and shall be not construed as constituting an admission of any sort on the
part of either party.


 


XIII.         NON-USE
IN SUBSEQUENT PROCEEDINGS


 


The parties agree that this Agreement may
not be used as evidence in any subsequent proceeding of any kind except one in which one of the parties alleges a breach of the
terms of this Agreement or the Waiver and Release of Claims or one in which one of the parties elects to use this Agreement as
a defense to any claim.


 


XIV.        ENTIRE
AGREEMENT


 


This Agreement, together
with the Waiver and Release of Claims, constitutes the entire agreement between the parties concerning the terms and conditions
of your separation of employment from TA and RMR and supersedes all prior and contemporaneous agreements, understandings, negotiations,
and discussions, whether oral or written, between the parties, except for the Amended and Restated Indemnification Agreement between
you and TA dated May 23, 2018, the Indemnification Agreement between you and RMR dated January 1, 2018 and the Mutual Agreement
to Resolve Disputes and Arbitrate Claims effective April 16, 2012, all of which remain in full force and effect. You agree that
TA and RMR have not made any warranties, representations, or promises to you regarding the meaning or implication of any provision
of this Agreement other than as stated herein.


 


XV.
        No Oral Modification 




 


Any amendments to this
Agreement shall be in writing and signed by you and an authorized representative of TA and RMR.


 


XVI.
      Severability 




 


In the event that any
provision hereof becomes or is declared by a court of competent jurisdiction or an arbitrator or arbitration panel to be illegal,
unenforceable, or void, this Agreement shall continue in full force and effect without said provision.


 






     


     


    

 


Andrew J. Rebholz


December 13, 2019


Page 8


 


XVII.      SECTION 409A 


 


Each payment made under this Agreement shall
be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right
to a series of separate payments. Notwithstanding anything to the contrary in this Agreement, if at the time of your separation
from service, you are a “specified employee,” as defined below, any and all amounts payable under this Agreement on
account of such separation from service that would (but for this provision) be payable within six (6) months following the date
of termination, will instead be paid on the next business day following the expiration of such six (6) month period or, if earlier,
upon your death and any remaining installments following such date shall be made in accordance with the original payment schedule;
except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation
Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined
by TA in its reasonable good faith discretion); or (B) other amounts or benefits that are not subject to the requirements of Section
409A of the Internal Revenue Code of 1986, as amended, (“Section 409A”). For purposes of this Agreement, all
references to "termination of employment” and correlative phrases shall be construed to require a "separation from
service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained
therein), and the term "specified employee” means an individual determined by TA to be a specified employee under Treasury
regulation Section 1.409A-1(i).


 


XVIII.
    Governing Law, JURISDICTION AND SUCCESSOR AND ASSIGNS


 


This Agreement shall be
governed by and construed in accordance with the laws of the Commonwealth of Massachusetts (where both TA and RMR have offices
that you use) without reference to any conflict of law principles, and shall be binding upon and inure to the benefit of you and
your heirs, successors, and beneficiaries, and RMR and TA and its and their agents, affiliates, representatives, successors, and
assigns.


 


The parties irrevocably
agree that any dispute regarding this Agreement shall be settled by binding arbitration in accordance with the Mutual Agreement
to Resolve Disputes and Arbitrate Claims, effective April 16, 2012.


 


In the event of your death
before payment of the release payments set forth in Section I.G(1) have been made in full, the balance remaining upon your
death shall be payable to Karen L. Rebholz, Trustee under the Andrew J. Rebholz Declaration of Trust dated January 16, 2002, as
modified, or any then-acting successor; and, if your death occurs before the Retirement Date, such release payments shall be payable
even if you have not executed the Waiver and Release of Claims, provided that the Trustee executes a waiver and release of claims
in a form substantially similar to Exhibit A.


 


XIX.       Voluntary
Act


 


By signing this Agreement,
you acknowledge and agree that you are doing so knowingly and voluntarily in order to receive the payments and benefits provided
for herein. By signing this Agreement, you represent that you fully understand your right to review all aspects of this Agreement,
that you have carefully read and fully understand all the provisions of this Agreement, that you had an opportunity to ask questions
and consult with an attorney of your choice before signing this Agreement; and that you are freely, knowingly, and voluntarily
entering into this Agreement.


 






     


     


    

 


Andrew J. Rebholz


December 13, 2019


Page 9



 


If you determine to accept
this Agreement, understand it, and consent to it, please sign in the space provided below and return a copy so signed to us.


 


	 	Very truly yours,
	 	 
	 	/s/ Jennifer B. Clark
	 	Jennifer B. Clark
	 	Secretary




 


	AGREED:	 
	 	 
	THE RMR GROUP LLC	 



 


	By:	 /s/ Adam D. Portnoy	 
	 	Adam D. Portnoy,	 
	 	President and CEO	 




 


AGREED TO AND ACCEPTED:


 


	/s/
    Andrew J. Rebholz	 
	Andrew J. Rebholz	 
	 	 
	Dated: December 13, 2019	 





 






     


     


    

 


Exhibit
A


 


Waiver
and Release of Claims


 


You, your heirs, executors,
legal representatives, successors and assigns, individually and in their beneficial capacity, hereby unconditionally and irrevocably
release and forever discharge TravelCenters of America Inc. (“TA”), The RMR Group Inc. and The RMR Group LLC (together,
“RMR”) and any companies managed by RMR from time to time, and its and their past, present and future officers, directors,
trustees, employees, representatives, shareholders, attorneys, agents, consultants, contractors, successors, and affiliates –
hereinafter referred to as the “Releasees” – or any of them of and from any and all suits, claims, demands, interest,
costs (including attorneys’ fees and costs actually incurred), expenses, actions and causes of action, rights, liabilities,
obligations, promises, agreements, controversies, losses and debts of any nature whatsoever which you, your heirs, executors, legal
representatives, successors and assigns, individually and/or in their beneficial capacity, now have, own or hold, or at any time
heretofore ever had, owned or held, or could have owned or held, whether known or unknown, suspected or unsuspected, from the beginning
of the world to the date of execution of this Waiver and Release of Claims including, without limitation, any claims arising in
law or equity in a court, administrative, arbitration, or other tribunal of any state or country arising out of or in connection
with your employment by TA and/or RMR; any claims against the Releasees based on statute, regulation, ordinance, contract, or tort;
any claims against the Releasees relating to wages, compensation, benefits, retaliation, negligence, or wrongful discharge; any
claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended,
the Older Workers’ Benefit Protection Act, as amended, the Equal Pay Act, as amended, the Fair Labor Standards Act, as amended,
the Employment Retirement Income Security Act, as amended, the Americans with Disabilities Act of 1990 (“ADA”), as
amended, The ADA Amendments Act, the Lilly Ledbetter Fair Pay Act, the Worker Adjustment and Retraining Notification Act, the Genetic
Information Non-Discrimination Act, the Civil Rights Act of 1991, as amended, the Family Medical Leave Act of 1993, as amended,
and the Rehabilitation Act, as amended; The Massachusetts Fair Employment Practices Act (Massachusetts General Laws Chapter 151B),
The Massachusetts Equal Rights Act, The Massachusetts Equal Pay Act, the Massachusetts Privacy Statute, The Massachusetts Civil
Rights Act, the Massachusetts Payment of Wages Act (Massachusetts General Laws Chapter 149 sections 148 and 150), the Massachusetts
Overtime regulations (Massachusetts General Laws Chapter 151 sections 1A and 1B), the Massachusetts Meal Break regulations (Massachusetts
General Laws Chapter 149 sections 100 and 101) and any other claims under any federal or state law for unpaid or delayed payment
of wages, overtime, bonuses, commissions, incentive payments or severance, missed or interrupted meal periods, interest, attorneys’
fees, costs, expenses, liquidated damages, treble damages or damages of any kind to the maximum extent permitted by law and any
claims against the Releasees arising under any and all applicable state, federal, or local ordinances, statutory, common law, or
other claims of any nature whatsoever except for unemployment compensation benefits or, in Massachusetts, workers’ compensation
benefits.


 






     


     


    

 


Nothing in this Waiver
and Release of Claims shall affect the EEOC’s rights and responsibilities to enforce the Civil Rights Act of 1964, as amended,
the Age Discrimination in Employment Act of 1967, as amended, the National Labor Relations Act or any other applicable law, nor
shall anything in this Waiver and Release of Claims be construed as a basis for interfering with your protected right to file a
timely charge with, or participate in an investigation or proceeding conducted by, the EEOC, the National Labor Relations Board
(the “NLRB”), or any other state, federal or local government entity; provided, however, if the EEOC, the NLRB, or
any other state, federal or local government entity commences an investigation on your behalf, you specifically waive and release
your right, if any, to recover any monetary or other benefits of any sort whatsoever arising from any such investigation or otherwise,
nor will you seek or accept reinstatement to your former position with TA or RMR.


 


Nothing in this Waiver
and Release of Claims prohibits you from reporting possible violations of federal law or regulation to any government agency or
entity, including, but not limited to, the Securities and Exchange Commission, the Congress, and any agency Inspector General,
or making other disclosures that are protected under the whistleblower provisions of applicable law. You do not need prior authorization
of TA or RMR to make any such reports or disclosures and you are not required to notify TA or RMR that you have made such reports
or disclosures.


 


You acknowledge that you have carefully
read and fully understand this Waiver and Release of Claims. You acknowledge that you have not relied on any statement, written
or oral, which is not set forth in this Waiver and Release of Claims. You further acknowledge that you are hereby advised in writing
to consult with an attorney prior to executing this Waiver and Release of Claims; that you are not waiving or releasing any rights
or claims that may arise after the date of execution of this Waiver and Release of Claims; that you are releasing claims under
the Age Discrimination in Employment Act (ADEA); that you execute this Waiver and Release of Claims in exchange for monies in
addition to those to which you are already entitled; that TA and RMR gave you a period of at least twenty-one (21) days within
which to consider this Waiver and Release of Claims and a period of seven (7) days following your execution of this Waiver and
Release of Claims to revoke your ADEA waiver as provided below; that if you voluntarily execute this Waiver and Release of Claims
prior to the expiration of the 21st day, you will voluntarily waive the remainder of the 21 day consideration period; that any
changes to this Waiver and Release of Claims by you once it has been presented to you will not restart the 21 day consideration
period; and you enter into this Waiver and Release of Claims knowingly, willingly and voluntarily in exchange for the release
payments and benefits. To receive the release payments and benefits provided in the letter, dated December 13, 2019 (the “Letter
Agreement”), this Waiver and Release of Claims must be signed and returned to Jennifer B. Clark, at, if by physical delivery,
RMR, Two Newton Place, Suite 300, 255 Washington Street, Newton, MA 02458, or at, if by email delivery, jclark@rmrgroup.com,
on, and not before, June 30, 2020. Nothing in this Waiver and Release of Claims constitutes a waiver of any rights you
have under the Letter Agreement (including the indemnification rights referenced in Section IX thereof).


 






     


     


    

 


You may revoke your release of your ADEA
claims up to seven (7) days following your signing this Waiver and Release of Claims. Notice of revocation must be received in
writing by Jennifer B. Clark, at RMR, Two Newton Place, Suite 300, 255 Washington Street, Newton, MA 02458, no later than the seventh
day (excluding the date of execution) following the execution of this Waiver and Release of Claims. The ADEA release is not effective
or enforceable until expiration of the seven day period. However, the ADEA release becomes fully effective, valid and irrevocable
if it has not been revoked within the seven day period immediately following your execution of this Waiver and Release of Claims.
The parties agree that if you exercise your right to revoke this Waiver and Release of Claims, then you are not entitled to any
of the release payments and benefits set forth in Section I.G. of the Letter Agreement. This Waiver and Release of Claims shall
become effective eight (8) days after full execution by the parties if you have not revoked your signature as herein provided.


 


I hereby provide this Waiver and Release
of Claims as of the date indicated below and acknowledge that the execution of this Waiver and Release of Claims is in further
consideration of the benefits set forth in Section I.G. of the Letter Agreement, to which I acknowledge I would not be entitled
if I did not sign this Waiver and Release of Claims. I intend that this Waiver and Release of Claims become a binding agreement
by and between me and RMR and TA if I do not revoke my acceptance within seven (7) days.


 


		 
	Andrew J. Rebholz	 
	 	 
	Dated: June 30, 2020