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 Wit
