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EXHIBIT 10.15
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated as of January 1, 2005, by and among
TA
Operating Corporation, a Delaware corporation (the "Company"),
TravelCenters
of America, Inc., a Delaware corporation ("Holdings") and Joseph A.
Szima
(the "Employee").
In consideration of the parties' desire to assure the Company
and
Holdings of the services of the Employee, and the mutual covenants
herein
contained, the parties agree as follows:
1. Employment.
1.1 Employment, Acceptance and Term. Subject to Section 5
hereof, the Company and Holdings hereby agree to employ the
Employee, and the
Employee agrees to serve the Company and Holdings, during the term
of this
Agreement (the "Term") which shall commence January 1, 2005 (the
"Effective
Date") and end on December 31, 2006 (the "Initial Term"), and shall
be renewed
automatically for successive one calendar year periods thereafter
through
December 31 of the calendar year in which the Employee reaches age
sixty-five
(65), unless the Company gives the Employee or the Employee gives
the Company
written notice of its or his intent not to renew this Agreement,
which notice
must be given not later than December 31, 2005 if this Agreement is
to expire at
the end of the Initial Term or December 31 of the year last
preceding the final
calendar year of the Term if this Agreement is to expire after the
Initial Term;
provided, however, that no such notice given by either the Company
or the
Employee after a "Change of Control" as defined in Section 1.2
hereof shall have
the effect of terminating this Agreement prior to the December 31
coinciding
with or next following the second anniversary of the date on which
such Change
of Control occurs. The Employee acknowledges that neither the
Company nor
Holdings shall have any obligation to extend the
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Term beyond the Initial Term or to renew the Agreement after any
extension, or
to enter into a new employment agreement upon the expiration of the
Term. Unless
otherwise agreed between the parties in writing, any continuation
of the
Employee's employment beyond the expiration of the Term shall
constitute an
employment at will and shall not extend the terms of this
Agreement.
1.2 Change of Control. Any of the following events shall
constitute a "Change of Control":
(i) any "person," as such term is used in Sections 13(d) and
14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"),
becomes the beneficial owner (as defined in Rule 13d-3
promulgated
under the
Exchange Act) of fifty-one percent (51%) or more of the voting
power of
the then-outstanding voting securities of Holdings; provided,
however,
that the foregoing does not apply to any such acquisition that
is
made by
(i) the Company or any Affiliate or (ii) any employee benefit
plan
maintained
either by the Company or any Affiliate; or
(ii) Holdings merges into itself, or is merged or consolidated
with,
another corporation and as a result of such merger or
consolidation
less than
fifty-one (51%) of the voting power of the then-outstanding
voting
securities of the surviving or resulting corporation
immediately
after such
transaction are owned in the aggregate by the former
shareholders of Holdings immediately prior to such transaction;
(iii) all or substantially all the assets accounted for on the
consolidated balance sheet of the Company and the Affiliates, in
the
aggregate,
are sold or transferred to one or more corporations or persons,
and as a
result of such sale or transfer less than fifty-one percent
(51%)
of the
voting power of the then-outstanding
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voting
securities of such corporation or person immediately after such
sale or
transfer is held in the aggregate by the former shareholders of
Holdings
immediately prior to such transaction or series of
transactions;
(iv) fifty-one percent (51%) or more of the assets accounted
for in the
consolidated balance sheet of Company and its Affiliates, in
the
aggregate, are sold or transferred to one or more corporations
or
persons,
whether such sale or transfer is accomplished by the sale or
transfer
of assets directly, the sale or transfer of stock of the
Company
or one or
more Affiliates or otherwise with, in any case, an aggregate
value of
fifty-one percent (51%) or more of the aggregate value of the
Company
and its Affiliates, or any combination of methods by which
fifty-one
percent (51%) or more of the aggregate value of the Company and
its
Affiliates are sold or transferred, if, immediately after such sale
or
transfer,
the purchaser or transferee is less than fifty-one percent
(51%)
owned, in
the aggregate, by the persons who are the shareholders of
Holdings
immediately prior to such sale or transfer; or
(v) during any period of two (2) consecutive years, including,
without
limitation, the year 2004, individuals who at the beginning of
any
such
period constitute the Board of Directors of Holdings cease, for
any
reason, to
constitute at least a majority thereof, unless the election or
nomination
for election of each Director first elected during such period
was
approved by a vote of at least a majority of the members of the
Board
of
Directors of Holdings who were members of the Board of Directors
of
Holdings
on the date of the beginning of any such period.
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Without otherwise limiting the generality of the foregoing, an
initial
public offering of the Common Stock of Holdings shall not be
deemed a
"Change of Control" for purposes of this Agreement.
2. Duties and Authority.
2.1 Office. Subject to Section 5 hereof, during the Term the
Employee will serve as the Senior Vice President, Marketing of the
Company and
Holdings, in accordance with the Certificates of Incorporation and
By-Laws of
the Company and Holdings, respectively, and subject to the
direction of, and in
accordance with the authority delegated to the Employee by, the
Boards of
Directors of the Company and Holdings, and reporting to the
President and Chief
Executive Officer.
2.2 Duties. Subject to Section 5 hereof, during the Term
the Employee shall devote all of his full working time and energies
to the
business and affairs of the Company and, in connection therewith,
shall
perform such duties, functions and responsibilities as are
commensurate with
and appropriate to the position of an officer of the Company.
Throughout the
Term, the Employee will use his best efforts, skills and abilities
to promote
the interests of the Company and its Affiliates. For purposes of
this
Agreement, the term "Affiliates" shall mean, collectively,
Holdings, TA
Franchise Systems Inc., a Delaware corporation ("TAFSI"), TA
Licensing, Inc.,
a Delaware corporation ("Licensing"), and all subsidiaries and
affiliates of
the Company, Holdings, TAFSI, and Licensing.
3. Compensation.
3.1 Base Salary. As compensation for services to be rendered
during the Term pursuant to this Agreement, the Company shall pay
the Employee a
base salary at the rate of Two Hundred Eight Thousand Dollars
($208,000) per
annum (the "Base Salary"), which
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amount shall be reviewed not less frequently than annually and
which may be
increased but not decreased by action of the Board of Directors of
the Company
or the Compensation Committee (as defined in Section 3.2 hereof) in
a manner
consistent with the treatment of other employees of the Company as
approved by
the Compensation Committee and payable currently in equal biweekly
installments
or otherwise in accordance with the payroll policies of the Company
as from time
to time in effect.
3.2 Annual Bonus. For each fiscal year of the Company during
the Term (a "Fiscal Year"), commencing with the Fiscal Year ending
December 31,
2005, the Company shall pay to the Employee an annual bonus (the
"Annual
Bonus"). The amount of each Annual Bonus shall be determined by the
Compensation
Committee of the Board of Directors of the Company (the
"Compensation
Committee"), based fifty percent (50%) upon corporate performance
(EBITDA goals)
and fifty percent (50%) upon the Employee's individual performance
(MBO
targets), and shall range from zero (0) to seventy-five percent
(75%) of the
Base Salary in effect as of the first day of the Fiscal Year
(seventy-five
percent (75%) of such Base Salary being the "Target Bonus"). The
MBO targets for
the following Fiscal Year shall be presented to and approved by the
Board of
Directors or Compensation Committee of the Company in December of
each year in a
manner consistent with past practice. The Annual Bonus shall be
paid within
thirty (30) days after the completion of the audit by the Company's
independent
auditors of the financial statements of the Company and its
Affiliates for the
Fiscal Year to which the Annual Bonus applies.
4. Additional Benefits.
4.1 Benefit Plans. The Employee shall be entitled during the
Term, if and to the extent eligible, to participate in all employee
benefit
plans of the Company or Holdings which the Company or
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Holdings provides to its executive employees or officers generally,
including,
without limitation, a health and medical insurance plan, basic life
insurance,
supplemental life insurance, basic disability benefit plan,
supplemental
disability benefit plan, relocation, retirement or pension plan or
similar
benefit plans, whether now in existence or hereafter adopted;
provided, however,
that neither the Company nor Holdings shall be obligated to adopt,
maintain or
contribute to any such benefit plans which, in their discretion,
the Company and
Holdings believe would be imprudently expensive or otherwise
inappropriate. Any
new benefit plan which the Company or Holdings provides to its
executive
employees, and any change to a benefit plan which the Company or
Holdings
provides to its executive employees, shall be applied consistently
to all such
executive employees.
4.2 Director's and Officer's Insurance. Holdings has purchased
and Holdings or the Company will use reasonable efforts to maintain
during the
Term, at Holdings' or the Company's expense, Director's and
Officer's liability
insurance in a reasonable amount covering all insurable acts of the
Employee
pursuant to this Agreement provided that the Employee's coverage
will not be
less extensive than that provided by Holdings or the Company to any
other
director or officer of Holdings, the Company or any Affiliate.
4.3 Fringe Benefits. The Employee shall be entitled during the
Term to the following additional benefits: (i) a company-owned
automobile of a
make and model approved by the Compensation Committee as
appropriate for an
officer of the position of the Employee; (ii) company-owned club
membership (or
to the extent the club does not permit company membership,
reimbursement for
individual membership) for fees, dues and fixed expenses only, paid
by the
Company and/or the Employee, which shall not exceed Ten
Thousand
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Dollars ($10,000.00) per year; and (iii) paid vacation days in
accordance with
standard Company policy for similarly situated officers.
5. Termination of Employment. The Employee's employment with
the
Company shall terminate upon the death of the Employee, and the
Company shall
have the right, at any time during the Term, by delivery of written
notice to
the Employee, to terminate the Employee's employment as a result of
the
Employee's Permanent Disability (as such term is defined in Section
5.1 hereof),
for Cause (as such term is defined in Section 5.3 hereof) or for
any other
reason, and the Employee shall have the right to resign, the
consequences of any
such termination or resignation being as specified in this Section
5:
5.1 Death;
Disability. If the Employee's employment with the
Company is terminated by reason of the Employee's death or
Permanent Disability
during the Term, the obligations of the Company and Holdings under
this
Agreement shall be satisfied by providing the benefits set forth in
the
Company's life insurance or disability benefit plan or plans, as
the case may
be. The Employee shall not be entitled to any other payments or
compensation
under this Agreement except for (i) Base Salary accrued and unpaid
to the date
of death or Permanent Disability, (ii) any vested benefits as of
the date of
death or termination for Permanent Disability under any awards to
the Employee
pursuant to the TravelCenters of America, Inc. 2001 Stock Option
Plan, and any
other such plan or individual agreement adopted after the date of
this Agreement
(collectively, the "Stock Incentive Plans"), or any amount payable
under any
other benefit plan of the Company or any Affiliate, in accordance
with the terms
of any such plan, (iii) an amount equal to the product of (x) the
Annual Bonus,
if any, determined by the Compensation Committee for the year in
which the
termination occurs, multiplied by (y) the fraction, the numerator
of which
equals the number of days the Employee
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was employed by the Company during the Fiscal Year in which such
termination
occurs and the denominator of which is three hundred sixty-five
(365), and (iv)
if the Employee and/or his spouse and dependents properly elect
continued
medical coverage ("COBRA") in accordance with Code section 4980B,
the Company
will pay the entire cost of the premiums for such continued medical
coverage for
the maximum required period of coverage under Code section
4980B(f). "Permanent
Disability," as used in this Section 5.1, shall mean the physical
or mental
inability of the Employee to perform, consistent with past
practice, the
essential functions of such Employee's duties as specified in
Section 2.1
hereof, with reasonable accommodation to the extent required by the
applicable
requirements of the Americans with Disabilities Act, for at least
twelve (12)
consecutive months. Determination of Permanent Disability shall be
made
initially by the Board of Directors of the Company. If there is a
disagreement
between the Employee and the Company as to the existence of such a
Permanent
Disability, such disagreement shall be resolved by the
determination of two
physicians, one selected by the Employee and one selected by the
Company. If
such physicians shall disagree, the decision shall be made by a
third physician
selected by the first two physicians. The fees and expenses of all
of the
physicians shall be paid by the Company.
5.2 Resignation. If the Employee's employment with the Company
is terminated during the Term by reason of the Employee's
resignation (other
than for "Good Reason" as defined in Section 5.5 hereof), all
obligations of the
Company and Holdings, including, without limitation, the obligation
to pay
salary or other amounts payable under this Agreement to or for the
benefit of
the Employee, shall terminate upon the effective date of such
resignation, and
the Employee shall not be entitled to any compensation under this
Agreement
except for Base Salary accrued and unpaid through, and any vested
benefits under
any awards to
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the Employee pursuant to the Stock Incentive Plans, or any amount
payable under
any other benefit plan of the Company or any Affiliate in
accordance with the
terms of such plan, as of the effective date of such resignation.
The Employee
agrees to give the Company one hundred twenty (120) days notice of
his
resignation (other than for Good Reason).
5.3 Company's Right to Terminate for Cause. If the Employee
shall be discharged for "Cause" (as defined below) during the Term,
all
obligations of the Company and Holdings, including, without
limitation, the
obligation to pay salary or other amounts payable under this
Agreement to or for
the benefit of the Employee, shall terminate upon the effective
date of such
discharge, and the Employee shall not be entitled to any
compensation under this
Agreement except for Base Salary accrued and unpaid through, and
vested benefits
under any awards to the Employee pursuant to the Stock Incentive
Plans, or any
amount payable under any other benefit plan of the Company or any
Affiliate in
accordance with the terms of such plan, as of the effective date of
such
discharge. As used in this Agreement, "Cause" shall mean a
discharge in one or
more of the following events:
(i) the Employee's misappropriation of money or other assets
or
property, breach of fiduciary duty, tortious conduct or other act
of
dishonesty
with respect to the Company or any Affiliate; the Employee's
conviction
of, or plea of guilty or nolo contendere to, any act of fraud,
embezzlement, tortious conduct or any crime for an offense that
constitutes a felony, or the Employee's indictment for any crime
involving
dishonesty
or moral turpitude;
(ii) the Employee's continuing, repeated willful failure or
refusal to
follow written directions of the Board of Directors of the
Company or
Holdings which failure or refusal continues following the
Employee's
receipt of written notice
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from such
Board of Directors advising him of the acts or omissions that
constitute
the
