BE SERVED ON EITHER PARTY ANYWHERE IN THE WORLD.
SECTION 10.
HOLD HARMLESS AND INDEMNITY.
HOLDING WILL INDEMNIFY AND HOLD HARMLESS SZIMA 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 SZIMA
IN CONNECTION WITH MATTERS ARISING OUT OF HIS HAVING BEEN AN OFFICER OF TA, THE
EMPLOYERS OR ANY OF THEIR SUBSIDIARIES AS PROVIDED THEIR RESPECTIVE LIMITED
LIABILITY COMPANY AGREEMENTS AS IN EFFECT ON THE DATE HEREOF; ADDITIONALLY SZIMA
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 11.
RELEASE. SZIMA, 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 SZIMA 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 SZIMA 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 SZIMA'S EMPLOYMENT, OR THE TERMINATION OF HIS EMPLOYMENT, WITH
ANY RELEASEE; PROVIDED HOWEVER THAT THE FOREGOING RELEASE SHALL NOT APPLY TO ANY
CLAIMS TO ENFORCE THIS AGREEMENT.
SZIMA ALSO AGREES TO EXECUTE AND DELIVER TO TA AND THE EMPLOYERS ON THE
RESIGNATION DATE A SECOND GENERAL RELEASE OF CLAIMS IN THE FORM OF SECTION 11
RELEASING ANY CLAIMS THAT MAY HAVE ARISEN BETWEEN THE DATE OF THIS AGREEMENT AND
THE RESIGNATION DATE.
SECTION 12.
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