EXHIBIT 10.1
AMENDED AND RESTATED
TRAVELCENTERS OF AMERICA LLC
2007 EQUITY COMPENSATION
PLAN
1.
PURPOSE
The purpose of this Amended and
Restated 2007 Equity Compensation Plan (the “Plan”) is
to encourage employees, officers, directors and other individuals
(whether or not employees) who render services to TravelCenters of
America LLC (the “Company”) and its Subsidiaries (as
hereinafter defined), to continue their association with the
Company and its Subsidiaries by providing opportunities for them to
participate in the ownership of the Company and in its future
growth through the granting of options to acquire the
Company’s shares (“Options”), shares to be
transferred subject to restrictions (“Restricted
Shares”) and other rights, including Share Appreciation
Rights (as defined in Section 6), to receive compensation in
amounts determined by the value of the Company’s shares
(“Other Rights”). The term “Subsidiary” as
used in the Plan means a corporation or other business entity of
which the Company owns, directly or indirectly through an unbroken
chain of ownership, fifty percent or more of the total combined
voting power of all classes of stock, in the case of a corporation,
or fifty percent or more of the total combined interests by value,
in the case of any other type of business entity.
2.
ADMINISTRATION OF THE
PLAN
The Plan shall be administered by
the Compensation Committee of the Company’s Board of
Directors (the “Board”) or by the Board itself. The
Compensation Committee shall from time to time determine to whom
Options or Restricted Shares shall be granted under the Plan,
whether Options granted shall be incentive share options
(“ISOs”) or nonqualified share options
(“NSOs”), the terms of the Options (including vesting
provisions) and the number of Common Shares (as hereinafter
defined) that may be granted under Options, and the terms and
number of Restricted Shares or Other Rights. The Compensation
Committee shall report to the Board the names of individuals to
whom Options, Restricted Shares or Other Rights are to be granted,
the number of shares covered and the terms and conditions of each
grant. The determinations and actions described in this
Section 2 and elsewhere in the Plan may be made by the
Compensation Committee or by the Board, as the Board shall direct
in its discretion, and references in the Plan to the Compensation
Committee shall be understood to refer to the Board in any such
case.
The Compensation Committee shall
have the authority to adopt, amend and rescind such rules and
regulations as, in its opinion, may be advisable in the
administration of the Plan. All questions of interpretation and
application of such rules and regulations of the Plan and of
Options or Restricted Shares granted hereunder shall be subject to
the determination of the Compensation Committee, which shall be
final and binding. The Plan shall be administered in such a manner
as to permit those Options granted hereunder and specially
designated under Section 5 hereof as an ISO to qualify as
incentive stock options as described in Section 422 of the
Internal Revenue Code of 1986, as amended (the
“Code”).
For so long as Section 16 of
the Securities Exchange Act of 1934, as amended from time to time
(the “Exchange Act”), is applicable to the Company,
each member of the Committee shall be a “non-employee
director” or the equivalent within the meaning of
Rule 16b-3 under the Exchange Act, and, for so long as
Section 162(m) of the Code is applicable to the Company,
an “outside director” within the meaning of
Section 162 of the Code and the regulations
thereunder.
With respect to persons subject to
Section 16 of the Exchange Act (“Insiders”),
transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successor under the
Exchange Act. To the extent any provision of the Plan or action by
the Compensation Committee fails to so comply, it shall be deemed
to be modified so as to be in compliance with such Rule, or, if
such modification is not possible, it shall be deemed to be null
and void, to the extent permitted by law and deemed advisable by
the Compensation Committee.
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3.
STOCK SUBJECT TO THE
PLAN
The total number of Common Shares of
the Company that may be subject to Options, Restricted Share grants
and Other Rights under the Plan shall be 3,000,000 shares of the
Company’s common shares (the “Common Shares”),
from authorized but unissued shares or treasury shares. The maximum
number of Common Shares subject to Options that may be granted to
any Optionee in the aggregate in any calendar year shall not exceed
100,000 shares. The number of shares stated in this Section 3
shall be subject to adjustment in accordance with the provisions of
Section 10. Restricted Shares that fail to vest and Common
Shares subject to an Option that is not fully exercised prior to
its expiration or other termination shall again become available
for grant under the terms of the Plan.
4.
ELIGIBILITY
The individuals who shall be
eligible to receive Option grants, Restricted Share grants and
Other Rights under the Plan shall be employees, officers, directors
and other individuals who render services to the management,
operation or development of the Company or a Subsidiary and who
have contributed or may be expected to contribute to the success of
the Company or a Subsidiary. ISOs shall not be granted to any
individual who is not an employee of the Company or a Subsidiary
that is a corporation. The term “Optionee,” as used in
the Plan, refers to any individual to whom an Option has been
granted.
5.
TERMS AND CONDITIONS OF
OPTIONS
Every Option shall be evidenced by a
written Share Option Agreement in such form as the Compensation
Committee shall approve from time to time, specifying the number of
Common Shares that may be purchased pursuant to the Option, the
time or times at which the Option shall become exercisable in whole
or in part, whether the Option is intended to be an ISO or an NSO
and such other terms and conditions as the Compensation Committee
shall approve, and containing or incorporating by reference the
following terms and conditions.
(a)
DURATION. Each Option shall expire ten years from its date of
grant; provided, however, that no ISO granted to an employee who
owns (directly or under the attribution rules of
Section 424(d) of the Code) shares possessing more than
ten percent of the total combined voting power of all classes of
shares of the Company or any Subsidiary shall expire later than
five years from its date of grant.
(b)
EXERCISE PRICE. The exercise price of each Option shall be
any lawful consideration, as specified by the Compensation
Committee in its discretion; provided, however, that the price
shall be at least 100 percent of the Fair Market Value (as
hereinafter defined) of the shares on the date on which the
Compensation Committee awards the Option, which shall be considered
the date of grant of the Option for purposes of fixing the price;
and provided, further, that the price with respect to an ISO
granted to an employee who at the time of grant owns (directly or
under the attribution rules of Section 424(d) of the
Code) stock representing more than ten percent of the voting power
of all classes of stock of the Company or of any Subsidiary shall
be at least 110 percent of the Fair Market Value of the shares on
the date of grant of the ISO. For purposes of the Plan, except as
may be otherwise explicitly provided in the Plan or in any Share
Option Agreement, the “Fair Market Value” of a Common
Share at any particular date shall be determined according to the
following rules: (i) if the Common Shares are not at the time
listed or admitted to trading on a stock exchange or the Nasdaq
Stock Market, the Fair Market Value shall be the closing price of a
Common Share on the date in question in the over-the-counter
market, as such price is reported in a publication of general
circulation selected by the Board and regularly reporting the price
of the Common Shares in such market, including any market that is
outside of the United States; provided, however, that if the price
of the Common Shares is not so reported, the Fair Market Value
shall be determined in good faith by the Board, which may take into
consideration (1) the price paid for Common Shares in the most
recent trade of a substantial number of shares known to the Board
to have occurred at arm’s length between willing and
knowledgeable investors, (2) an appraisal by an independent
party or (3)
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any other method of valuation
undertaken in good faith by the Board, or some or all of the above
as the Board shall in its discretion elect; or (ii) if the
Common Shares are at the time listed or admitted to trading on any
stock exchange, including any market that is outside of the United
States, or the Nasdaq Stock Market, then the Fair Market Value
shall be the mean between the lowest and highest reported sale
prices (or the highest reported bid price and the lowest reported
asked price) of the Common Shares on the date in question on the
principal exchange or the Nasdaq Stock Market, as the case may be,
on which the Common Shares are then listed or admitted to trading.
If no reported sale of Common Stock takes place on the date in
question on the principal exchange or the Nasdaq Stock Market, as
the case may be, then the most recent previous reported closing
sale price of the Common Shares (or, in the Board’s
discretion, the reported closing asked price) of the Common Shares
on such date on the principal exchange or the Nasdaq Stock Market,
as the case may be, shall be determinative of Fair Market
Value.
(c)
METHOD OF EXERCISE. To the extent that it has become
exercisable under the terms of the Share Option Agreement, an
Option may be exercised from time to time by notice acceptable to
the Chief Executive Officer of the Company, or his delegate,
stating the number of shares with respect to which the Option is
being exercised and accompanied by payment of the exercise price in
cash or check payable to the Company or, if the Share Option
Agreement so provides, other payment or deemed payment described in
this Section 5(c). Such notice shall be delivered in person to
the Chief Executive Officer of the Company, or his delegate, or
shall be sent by registered mail, return receipt requested, to the
Chief Executive Officer of the Company, or his delegate, in which
case delivery shall be deemed made on the date such notice is
deposited in the mail.
Alternatively, payment of the
exercise price may be made:
(1)
In whole or in part in Common Shares already owned by the Optionee
or to be received upon exercise of the Option; provided ,
however , that such shares are fully vested and free of all
liens, claims and encumbrances of any kind; and provided, further,
that the Optionee may not make payment in Common Shares that he
acquired upon the earlier exercise of any ISO (or other
“incentive stock option”), unless he has held the
shares for at least two years after the date the ISO was granted
and at least one year after the date the ISO was exercised. If
payment is made in whole or in part in Common Shares, then the
Optionee shall deliver to the Company share certificates or other
evidence of legal and beneficial ownership registered in his name
representing a number of Common Shares legally and beneficially
owned by him, fully vested and free of all liens, claims and
encumbrances of every kind and having a Fair Market Value on the
date of delivery that is not greater than the exercise price, such
share certificates or other evidence of legal and beneficial
ownership to be duly endorsed, or accompanied by stock powers duly
endorsed, by the record holder of the Common Shares being
delivered. If the exercise price exceeds the Fair Market Value of
the shares so delivered, the Optionee shall also deliver cash or a
check payable to the order of the Company in an amount equal to the
amount of that excess or, if the Share Option Agreement so
provides, his promissory note as described in paragraph (2) of
this Section 5(c); or
(2)
By payment of the exercise price in whole or in part by delivery of
the Optionee’s recourse promissory note, in a form specified
by the Company, secured by the Common Shares acquired upon exercise
of the Option and such other security as the Compensation Committee
may require.
At the time specified in an
Optionee’s notice of exercise, the Company shall, without
issue or transfer tax to the Optionee, deliver to the Optionee at
the main office of the Company, or such other place as shall be
mutually acceptable, a certificate for the Common Shares or other
evidence of legal and beneficial ownership as to which such
Optionee’s Option is exercised. If the Optionee fails to pay
for or to accept delivery of all or any part of the number of
Common Shares specified in the Optionee’s notice upon tender
of delivery thereof, the Optionee’s right to exercise the
Option with respect to those shares shall be terminated, unless the
Company otherwise agrees.
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(d)
EXERCISABILITY. An Option may be exercised so long as it is
outstanding from time to time in whole or in part, to the extent
and subject to the terms and conditions that the Compensation
Committee in its discretion may provide in the Share Option
Agreement. Such terms and conditions shall include provisions for
exercise within twelve (12) months after the Optionee’s death
or disability (within the meaning of Section 22(e)(3) of
the Code), provided that no Option shall be exercisable after the
expiration of the period described in paragraph (a) above.
Except as the Compensation Committee in its discretion may
otherwise provide in the Share Option Agreement, an Option shall
cease to be exercisable upon the expiration of ninety (90) days
following the termination of the Optionee’s employment with,
or the Optionee’s other provision of services to, the Company
or a subsidiary, subject to paragraph (a) above and
Section 10 hereof.
(e)
NOTICE OF ISO STOCK DISPOSITION. The Optionee must notify the
Company promptly in the event that he sells, transfers, exchanges
or otherwise disposes of any Common Shares issued upon exercise of
an ISO before the later of (i) the second anniversary of the
date of grant of the ISO and (ii) the first anniversary of the
date the shares were issued upon the exercise of the
ISO.
(f)
NO RIGHTS AS STOCKHOLDER. An Optionee shall have no rights as a
shareholder w
