SEPARATION AGREEMENT

through January 1, 2010 (the “ Consulting Period ”), Dockray will make himself available to provide consulting services to TA and its subsidiaries, as may be requested by TA, at reasonable times and on reasonable advance notice.

Section 4.                                             Compensation and Vesting .

(a)                                   During the Full Time Employment Period, Dockray will continue to receive his base salary at the rate of $301,000 per year ($25,083.33 per month), payable in semi-monthly installments in accordance with the Employers’ current practice and will continue to participate in such benefit arrangements of the Employers in which Dockray is participating as of the date of this Agreement.  During the Part Time Employment Period, Dockray will receive $12,500 per month, payable in semi-monthly installments in accordance with the Employers’ current practice.  During the Part Time Employment Period and the Consulting Period, Dockray (and such family members as are currently covered under the Employer’s group health plan) will continue to participate in the Employers’ group health plan paying the same portion of the premiums for such medical coverage as if Dockray had remained a full time employee of the Employers but will not participate in any other benefit arrangements.  Additionally, if the Employers desire Dockray to provide specific services during the Part Time Employment Period, they shall so advise him in writing, pay Dockray an hourly fee of Seventy Five Dollars ($75.00) for hours worked and reimburse Dockray for approved out-of-pocket expenses.  During the Part Time Employment Period, the Employers will not request (and Dockray will not provide) more than forty (40) hours of such specific services per week.  During the Consulting Period, if the Employers desire Dockray to provide specific services, they shall so advise him in writing, pay Dockray an hourly fee of One Hundred Dollars ($100.00) for hours worked and reimburse Dockray for approved out-of-pocket expenses.  At the expiration of the Consulting Period, the Employers will provide written notification to Dockray of his rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“ COBRA ”) to continue participation in the Employers’ group health plan provided that if Dockray (and/or his spouse and/or dependents) properly elect continued medical COBRA coverage, Dockray (and/or his spouse and/or dependents) shall each pay the full premium for such medical coverage.  Following the expiration of Dockray’s COBRA rights, if the Employers are permitted, after making commercially reasonable efforts, to provide continued medical coverage under the Employers’ group health plans, Dockray (and/or his spouse and/or dependents) may continue to participate until March 1, 2016, so long as each of Dockray and/or his spouse and/or dependents pays the full premium and costs for such medical coverage.

(b)                                  Provided that Dockray has not revoked the release described in Section 13(a) hereof or otherwise defaulted under the terms of this Agreement, the Employers will pay Dockray a bonus of Two Hundred Thousand Dollars ($200,000) for the 2008 calendar year, payable to Dockray on or prior to December 31, 2008.  Provided that Dockray has entered into and has not revoked the release described in Section 13(b) hereof and not otherwise defaulted under the terms of this Agreement, the Employers will pay Dockray a bonus (the “ 2009 Bonus ”) of One Hundred Thousand Dollars ($100,000) plus One Hundred Dollars ($100) multiplied by the number of hours Dockray has worked during the Consulting Period, up to a maximum of forty (40) hours per week, for the 2009 calendar year, payable to Dockray on February 1, 2010.

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(c)                                   TA has previously granted to Dockray 7,500 restricted common shares of TA (the “ 2007 Grant ”).  The restricted common shares granted under the 2007 Grant will vest, subject to the terms and conditions of TA’s 2007 Equity Compensation Plan and the 2007 Grant, as currently scheduled through January 1, 2010, whereupon all unvested shares granted under the 2007 Grant will vest immediately.  Concurrently with its entry into this Agreement, TA has granted to Dockray an additional forty-thousand (40,000) restricted common shares of TA (the “ 2008 Grant ”), subject to the following vesting schedule and the terms and conditions of TA’s 2007 Equity Compensation Plan and the restricted share agreement entered into by Dockray and TA as of the date hereof (the “ 2008 Share Agreement ”):

Dockray and TA agree that for purposes of the 2007 Grant and 2008 Grant, Dockray shall be deemed to be providing “significant services” to TA through the earlier of (i) January 1, 2010 and (ii) the date on which Dockray commits a breach of this Agreement including, without limitation, by failing to provide the services required hereunder or by breaching the Restrictive Covenants (defined below).

Section 5.                                             Housing; Relocation Expenses .  The Employers agree to purchase Dockray’s current residence in Westlake, Ohio 44145 for $810,000.  The purchase of Dockray’s residence by the Employers shall be completed on or before January 15, 2009, or on such other date as may be reasonably agreed by the parties.  Professional fees and expenses associated with such sale shall be borne by the Employers.  Dockray shall convey to the Employers good, marketable title to the residence, free and clear of all liens, claims and encumbrances and shall execute such documents (including, without limitation, a deed) as are customary for this type of transaction.   The Employers will reimburse Dockray for reasonable expenses associated with his relocation from Westlake, Ohio to Las Cruces, New Mexico.  Any such reimbursements shall be made promptly.

Section 6.                                             Covenants .  Dockray acknowledges that (i) TA and its subsidiaries are engaged in the business of operating a travel center and truckstop network, with facilities that provide motor fuel pumping in addition to one or more of the following services:  truck care and repair services, fast food restaurants, a full-service restaurant, a convenience store, showers, laundry facilities, telephones, recreation rooms, truck weighing scales and other compatible business services approved by TA (the “ Business ”); (ii) Dockray’s work for the Employers has given him, and will continue to give him, trade secrets of, and confidential and/or proprietary information concerning, the Business; (iii) the agreements and covenants contained in this Section 6 are essential to protect the Business and the goodwill associated with it.  Accordingly, Dockray covenants and agrees as follows:

(a)                                   Confidential Information .  During the Full Time Employment Period, the Part Time Employment Period, the Consulting Period and at any time thereafter, Dockray shall not (i) disclose to any person not employed by TA or a subsidiary, or not engaged to render services to

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TA or a subsidiary or (ii) use for the benefit of himself or others, any confidential information of TA, any of TA’s subsidiaries or of the Business obtained by him, including, without limitation, “know-how,” trade secrets, details of customers’, suppliers’, manufacturers’ or distributors’ contracts with TA or any of TA’s subsidiaries, pricing policies, financial data, operational methods, marke