TRAVELCENTERS OF AMERICA LLC RESTRICTED SHARE AGREEMENT
EXHIBIT
10.1
This
Restricted Share Agreement (this “Agreement”) is made as of ______________,
between ______________________ (the “Employee”) and TravelCenters of America LLC
(the “Company”).
In
consideration of the mutual promises and covenants contained in this Agreement,
and for other valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the parties hereto agree as follows:
1. Grant
of Shares. Subject to the terms and conditions hereinafter set
forth and the terms and conditions of the TravelCenters of America LLC 2007
Equity Compensation Plan (the "Plan"), the Company hereby grants to the
Employee, effective as of the date of this Agreement, __________ of its limited
liability company interests represented by common shares, no par value per
share. The shares so granted are hereinafter referred to as the
“Shares,” which term shall also include any shares of the Company issued to the
Employee by virtue of his or her ownership of the Shares, by share dividend,
share split, recapitalization or otherwise.
2. Vesting;
Forfeiture of Shares.
(a) The
Shares shall vest ________ as of the date hereof and a further ______ on
_________ of each of the next ______ calendar years commencing on
________. Any Shares not vested as of any date are herein referred to
as “Unvested Shares.”
(b) At
the option of the Company and in the event the Employee ceases to render
significant services, whether as an employee or otherwise, to (i) the Company,
(ii) the entity which is the advisor, manager or shared services provider
to the Company or an entity controlled by, under common control with or
controlling such entity (collectively, the "Manager"), or (iii) an
affiliate of the Company (which shall be deemed for such purpose to include
any
other entity to which the Manager is the advisor, manager or shared
services provider), all or any portion of the Unvested Shares shall be forfeited
by the Employee as of the date the Employee ceases to render such
services. The Company may exercise such option by delivering or
mailing to the Employee (or his estate), at any time after the Employee has
ceased to render such services, a written notice of exercise of such
option. Such notice shall specify the number of Unvested Shares to be
forfeited.
3. Legends. Each
certificate shall prominently bear a legend in substantially the following
terms:
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED PURSUANT TO AN INCENTIVE
PLAN MAINTAINED BY THE ISSUER. THESE SECURITIES MAY BE SUBJECT TO
TRANSFER AND/OR VESTING RESTRICTIONS, AND UNVESTED SECURITIES REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO REPURCHASE RIGHTS CONTAINED IN THE
PLAN,
THE
RELATED GRANT OF SECURITIES OR AN AGREEMENT BETWEEN THE ISSUER AND THE INITIAL
HOLDER OF THESE SECURITIES. A COPY OF APPLICABLE RESTRICTIONS AND
REPURCHASE RIGHTS WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE ON REQUEST
AND WITHOUT CHARGE.
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”). SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
THE
ACT OR AN OPINION OF THE ISSUER’S COUNSEL THAT REGISTRATION IS NOT REQUIRED
UNDER THE ACT.”
4. Tax
Withholding To the extent required by law, the Company shall
withhold or cause to be withheld income and other taxes incurred by the Employee
by reason of the Shares, and the Employee agrees that he or she shall upon
request of the Company pay to the Company an amount sufficient to satisfy its
tax withholding obligations from time to time (including as Shares become
vested) as the Company may request.
5. Termination. This
Agreement shall continue in full force and effect until the earliest to occur
of
the following, at which time except as otherwise specified below this Agreement
shall terminate: (a) the date on which all repurchase rights referred
to in Section 2 hereof have terminated; or (b) except to the extent specified
in
such notice, upon notice of termination by the Company to the Employee pursuant
to action taken by the Company’s Board of Directors.
6. Miscellaneous.
(a) Amendments. Neither
this Agreement nor any provision hereof may be changed or modified except by
an
agreement in writing executed by the Employee and the Company.
(b) Binding
Effect of the Agreement. This Agreement shall inure to the
benefit of, and be binding upon , the Company, the Employee and their respective
estates, heirs, executors, transferees, successors, assigns and legal
representatives.
(c) Provisions
Separable. In the event that any of the terms of this Agreement
shall be or become or is declared to be illegal or unenforceable by any court
or
other authority of competent jurisdiction, such terms shall be null and void
and
shall be deemed deleted from this Agreement, and all the remaining terms of
this
Agreement shall remain in full force and effect.
(d) Notices. Any
notice in connection with this Agreement shall be deemed to have been properly
delivered if it is in writing and is delivered by hand or by facsimile or sent
by registered certified mail, postage prepaid, to the party addressed as
follows, unless another address has been substituted by notice so
given:
To
the
Employee: To his address as set
forth on the signature page hereof.
To
the
Company: TravelCenters of America
LLC
000
Xxxxxx Xxxxxx
Xxxxxx,
XX 00000
Attn:
Secretary
(e) Construction. The
headings and subheadings of this Agreement have been inserted for convenience
only, and shall not affect the construction of the provisions
hereof. All references to sections of this Agreement shall be deemed
to refer as well to all subsections which form a part of such
section.
(f) Employment
Agreement. This Agreement shall not be construed as an agreement
by the Company, the Manager or any affiliate of the Company to employ the
Employee, nor is the Company, the Manager or any affiliate of the
Company obligated to continue employing the Employee by reason of this Agreement
or the grant of shares to the Employee hereunder.
(g) Applicable
Law. This Agreement shall be construed and enforced in accordance
with the laws of The Commonwealth of Massachusetts.
IN
WITNESS WHEREOF, the parties hereto
have executed this Agreement, or caused this Agreement to be executed under
seal, as of the date first above written.
By:_____________________________
Title:
EMPLOYEE:
________________________________
Name
(print):
Home
Address:___________________
___________________
