ex10-1.htm


    EXHIBIT
      10.1

     

    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 (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.  Each
      certificate shall prominently bear a legend in substantially the following
      terms:

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED PURSUANT TO AN INCENTIVE
      PLAN MAINTAINED BY THE ISSUER.  THESE SECURITIES MAY BE SUBJECT TO
      TRANSFER AND/OR VESTING RESTRICTIONS, AND UNVESTED SECURITIES REPRESENTED BY
      THIS CERTIFICATE ARE SUBJECT TO REPURCHASE RIGHTS CONTAINED IN THE 

     

    PLAN,
      THE
      RELATED GRANT OF SECURITIES OR AN AGREEMENT BETWEEN THE ISSUER AND THE INITIAL
      HOLDER OF THESE SECURITIES.  A COPY OF APPLICABLE RESTRICTIONS AND
      REPURCHASE RIGHTS WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE ON REQUEST
      AND WITHOUT CHARGE.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”).  SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN
      THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
      THE
      ACT OR AN OPINION OF THE ISSUER’S COUNSEL THAT REGISTRATION IS NOT REQUIRED
      UNDER THE ACT.”

     

    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.           Termination.  This
      Agreement shall continue in full force and effect until the earliest to occur
      of
      the following, at which time except as otherwise specified below this Agreement
      shall terminate:  (a) the date on which all repurchase rights referred
      to in Section 2 hereof have terminated; or (b) except to the extent specified
      in
      such notice, upon notice of termination by the Company to the Employee pursuant
      to action taken by the Company’s Board of Directors.

     

    6.           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.

     

    (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 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 to employ the
      Employee, nor is the Company, the Manager or any affiliate  of the
      Company 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.

     

    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:___________________

    


       ___________________