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.
6
(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