Exhibit 10.1
June 13, 2008
Mr. John
R. Hoadley
8 Judith
Drive
North Reading,
MA 01864
Dear
John:
This letter confirms that your employment with
Travel Centers of America LLC (“TA”) is terminated
effective June 13, 2008 (the “Termination
Date”).
Your benefits and pay as of June 13, 2008
are as follows:
Remaining Pay
: On June 13, 2008, you will
have received an electronic direct deposit payment for your salary
for the semi-monthly period ending June 15, 2008. This
salary payment was in the gross amount of $10,000 and was subject
to all usual and applicable taxes and deductions.
Additionally, this electronic direct deposit included payment of
all of your remaining and unused vacation time as of June 13,
2008 (50 hours). This vacation payment was in the gross
amount of $5,769.23 and was subject to all usual and applicable
taxes and deductions.
Benefits
: Following the Termination Date,
you will no longer be an employee of TA and you will not be
eligible to participate in any of TA’s employee benefit
plans, except as allowed by COBRA or required by applicable
law. To continue any medical insurance beyond the Termination
Date, you must complete a continuation of coverage (COBRA)
form. Information regarding COBRA will be immediately mailed
to you.
If
you have any questions regarding any of these items, please call
Bruce Sebera at (440) 808-3045.
In
addition, TA has agreed to accelerate the vesting period of your
Unvested Shares (as that term is defined in the Travel Centers of
America LLC Restricted Share Agreement, dated November 26,
2007 (the “2007 Restricted Share Agreement”) on the
following terms and conditions:
1.
Stock
Grant/Purchase
TA
will accelerate the vesting period of your Unvested Shares provided
you execute and deliver this Agreement and the attached Accelerated
Vesting Agreement and you pay all applicable income taxes in
connection with the vesting of the Unvested Shares. These
income taxes will be collected by TA as provided in the attached
Accelerated Vesting Agreement. If you
Mr. John R. Hoadley
June 13, 2008
Page 2
fail to pay all such applicable income taxes,
TA plans to exercise its respective rights to purchase, pursuant to
the terms of the 2007 Restricted Share Agreement, all of your
Unvested Shares, in which case, you agree to cooperate and assist
in the execution of any documents, or to take other steps,
necessary to effectuate the purchase of your Unvested
Shares.
2.
Full
Payment
By
signing this Agreement, you acknowledge and agree that you have
received all salary, accrued and unused vacation time, compensation
and other such sums due to you as of the Termination
Date.
3.
Release
You, your heirs, executors, beneficiaries,
legal representatives and assigns, individually and in their
beneficial capacity, hereby unconditionally and irrevocably
release, remise and forever discharge TA and its past, present and
future officers, directors, employees, representatives,
shareholders, attorneys, agents, successors and affiliates and any
o ther entity to
which TA is the advisor, manager or shared services
provider (and past,
present and future officers, directors, employees, representatives,
shareholders, attorneys, agents and successors of said affiliates
and other entities to which TA is the advisor, manager or
shared services provider ), hereinafter referred to as the
“Releasees,” or any of them, of and from any and all
suits, claims, demands, interest, costs (including attorney’s
fees and costs actually incurred), expenses, actions and causes of
action, rights, liabilities, obligations, promises, agreements,
controversies, losses and debts, of any nature whatsoever, which
you, your heirs, executors, beneficiaries, legal representatives
and assigns, individually and/or in their beneficial capacity, now
have, own or hold, or at any time heretofore ever had, owned or
held, or could have owned or held, whether known or unknown,
suspected or unsuspected, from the beginning of the world to the
date of execution of this Agreement, including, without limitation,
any claims arising in law or equity, in a court, administrative,
arbitration or other tribunal of any state or country, arising out
of or in conn
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