Exhibit 10.2
ACCELERATED VESTING AGREEMENT
THIS ACCELERATED VESTING AGREEMENT (this "Agreement"), dated as of June 13,
2008, is by and among TravelCenters of America LLC, a Delaware limited liability
company (the "Company") and John R. Hoadley ("Mr. Hoadley").
RECITALS:
1.
Pursuant to a Restricted Share
Agreement, dated as of November 26, 2007, by and between the Company and
Mr. Hoadley (the "Restricted Share Agreements"), the Company granted Mr. Hoadley
the Shares (as defined in the Restricted Share Agreements) subject to the
vesting and repurchase provisions described therein.
2.
In connection with the termination of
Mr. Hoadley's employment with Reit Management & Research LLC ("RMR") and the
concurrent termination of his employment with the Company pursuant to those
certain letter agreements each dated the date hereof (collectively, the
"Termination Agreements"), Mr. Hoadley and the Company have agreed to have all
of the Shares granted pursuant to the Restricted Share Agreements vest
immediately, subject to and upon the terms and conditions set forth herein.
NOW, THEREFORE, the parties agree as follows:
1.
ACCELERATED VESTING; RELATED AGREEMENTS.
(A)
PROVIDED THAT MR. HOADLEY SHALL HAVE SATISFIED HIS OBLIGATIONS
UNDER SECTION 1(B), THE COMPANY AND MR. HOADLEY HEREBY AGREE THAT, EFFECTIVE AS
OF THE TERMINATION DATE (AS DEFINED IN THE TERMINATION AGREEMENTS), THE SHARES
SHALL BE FULLY VESTED AND THAT THE COMPANY SHALL HAVE NO FURTHER RIGHT TO
REPURCHASE THE SHARES PURSUANT TO SECTION 2 OF THE RESTRICTED SHARE AGREEMENTS.
(B)
NOT LESS THAN THREE (3) BUSINESS DAYS PRIOR TO THE TERMINATION
DATE, MR. HOADLEY SHALL DELIVER TO RMR AN AMOUNT EQUAL TO THE ESTIMATED
WITHHOLDING TAX (AS REASONABLY DETERMINED BY RMR) THAT WILL BE DUE AND PAYABLE
IN CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY
SECTION 1(A) (THE "WITHHOLDING TAX").
IN THE EVENT THAT RMR SHALL THEREAFTER
REASONABLY DETERMINE THAT THE ACTUAL AMOUNT OF THE WITHHOLDING TAX IS GREATER
THAN THE AMOUNT SO DELIVERED BY MR. HOADLEY, MR. HOADLEY SHALL WITHIN THREE
(3) BUSINESS DAYS AFTER RECEIVING NOTICE THEREOF DELIVER TO RMR AN AMOUNT EQUAL
TO THE EXCESS OF SUCH ACTUAL AMOUNT OVER THE AGGREGATE AMOUNT THERETOFORE
DELIVERED BY HIM PURSUANT TO THIS SECTION 1(B).
IN THE EVENT THAT PRIOR TO THE
COMPANY'S REMITTANCE OF THE WITHHOLDING TAX
TO THE INTERNAL REVENUE SERVICE,
RMR REASONABLY DETERMINES THAT THE AGGREGATE AMOUNT SO DELIVERED BY MR. HOADLEY
PURSUANT TO THIS SECTION 1(B) WAS GREATER THAN THE ACTUAL AMOUNT OF THE
WITHHOLDING TAX, THE COMPANY SHALL WITHIN THREE (3) BUSINESS DAYS AFTER RECEIPT
OF NOTICE THEREOF REFUND ANY EXCESS PAYMENTS TO MR. HOADLEY.
NOTHING CONTAINED
HEREIN SHALL BE DEEMED TO OBLIGATE THE COMPANY TO FILE FOR A REFUND OR OTHER
ADJUSTMENT OF ANY WITHHOLDING TAX REMITTED BY IT OR TO PERMIT MR. HOADLEY TO
EXAMINE OR OTHERWISE HAVE ACCESS TO ANY WITHHOLDING TAX OR OTHER TAX RETURNS OR
RECORDS OF THE COMPANY.
(C)
MR. HOADLEY ACKNOWLEDGES AND AGREES THAT (I) THE SHARES HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED,