EXHIBIT 10.27
AMENDMENT TO MANAGEMENT EQUITY ROLLOVER AGREEMENT
AMENDMENT TO MANAGEMENT EQUITY ROLLOVER AGREEMENT ("Amendment")
dated as of December 15, 2003, by and among TA Operating Corporation, a Delaware
corporation (the "Company"), TravelCenters of America, Inc., a Delaware
corporation ("Holdings"), and Xxxxx X. Xxxx (the "Employee").
WHEREAS, Holdings, as successor by merger to TCA Acquisition
Corporation, and the Employee are parties to a Management Equity Rollover
Agreement dated November 9, 2000 (the "Management Equity Rollover Agreement");
and
WHEREAS, the parties have previously amended the Management Equity
Rollover Agreement pursuant to that certain Amendment No. 2 to Employment
Agreement, dated as of December 31, 2002.
WHEREAS, the parties desire to further modify the Management Equity
Rollover Agreement as hereinafter set forth; and
WHEREAS, Section 11.2(b) of the Management Equity Rollover Agreement
permit the parties thereto to amend such agreement in a writing signed by each
party.
NOW, THEREFORE, in consideration of the parties' mutual desire to
modify the Management Equity Rollover Agreement, and the mutual covenants herein
contained, the parties agree as follows effective December 15, 2003:
Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Management Equity Rollover Agreement.
1. Section 4.1 of the Management Equity Rollover Agreement shall be
deleted in its entirety, and the following shall be inserted therefor:
"4.1 Repurchase - Death or Disability. In the event of a termination
of Management Employee's employment with the Company (a
"Termination") by reason of Management Employee's death or
Disability, then the Company, by
written notice delivered within sixty (60) days after the
Termination (the "Call Exercise Notice") to the Management Employee
or his estate, legal representative or committee, as the case may be
(the "Departing Purchaser"), shall have the right, but not the
obligation to purchase, and if the Company exercises such right, the
Departing Purchaser and any Permitted Transferees shall have the
obligation to sell, such number of TravelCenters Common Stock
specified in the Call Exercise Notice, which number may be any or
all of the TravelCenters Common Stock held by the Departing
Purchaser and any Permitted Transferees, at a price per share equal
to the Fair Market Value thereof as of the date of such Termination.
In the event that, following the Termination, the Company does not
exercise its right under this section to repurchase the
TravelCenters Common Stock held by the Departing Purchaser, then
until sixty (60) days following the date on which the Company ceased
to be entitled to purchase such TravelCenters Common Stock pursuant
to this section (or affirmatively waived in writing its right to do
so) such Departing Purchaser shall have the right and option (the
"Put Option") to require the Company to purchase any or all of the
TravelCenters Common Stock held by such Departing Purchaser and such
Departing Purchasers' Permitted Transferees by delivering written
notice of exercise (the "Put Exercise Notice") to the Company
setting forth the number of such TravelCenters Common Stock subject
to the Put Option. If the Departing Purchaser shall exercise the Put
Option, then the Company shall purchase and the Departing Purchaser
and such Departing Purchaser's Permitted Transferees shall sell,
such number of TravelCenters Common Stock set forth in the Put
Exercise Notice held by such persons at a price per share equal to
the Fair Market Value thereof as of the date of such Termination.
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IN WITNESS WHEREOF, the parties have executed this Amendment to
Management Equity Rollover Agreement as of the date first above written.
TRAVELCENTERS OF AMERICA, INC.
("Holdings")
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Executive VP and Chief Financial Officer
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TA OPERATING CORPORATION
("Company")
By: /s/Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Title: Chief Executive Officer
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Xxxxx X. Xxxx
("Employee")
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