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Exhibit 99.5
TRAVELCENTERS OF AMERICA LLC
CHARTER OF THE COMPENSATION COMMITTEE
Adopted January 12, 2007
I. PURPOSE
The primary purpose and function of the Compensation Committee (the "Committee")
is to discharge the responsibilities of the Board of Directors (the "Board") of
TravelCenters of America LLC (the "Company"), or to assist the Board in
discharging its responsibilities related to: (i) the review and approval of the
advisory, management and administrative service agreement(s) of the Company;
(ii) the evaluation of performance by the advisor, manager, and service provider
under such advisory, management and administration agreement(s); (iii) the
evaluation of the compensation paid under such advisory, management and
administration agreement(s); (iv) the evaluation of services provided by
individuals who serve as CEO, Treasurer, or any other executive officer of the
Company; (v) the evaluation of compensation paid by the Company directly, if
any, to any executive officer of the Company or to any employee of or service
provider to the Company; (vi) the evaluation of the services provided by the
person serving as the director of internal audit for the Company; (vii) the
review of compensation of the person serving as the director of internal audit
for the Company; and (viii) the approval, evaluation and administration of all
equity compensation plans of the Company.
The Committee is also responsible for producing an annual report for inclusion
in the Company's annual proxy statement in accordance with applicable rules and
regulations.
II. COMPOSITION
The Committee shall be comprised of three or more directors as determined by the
Board, each of whom shall meet the independence and experience requirements of
the Rules of the American Stock Exchange, subject to applicable exceptions
permitted thereunder, and any other applicable laws and regulations. In
addition, all members of the Committee must qualify as "non-employee" directors
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended, and must meet the "outside director" requirements of Section 162(m) of
the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
The members of the Committee shall be elected by the Board or an authorized
committee thereof, and vacancies on the Committee shall be filled as provided in
the Company's Amended and Restated Limited Liability Company Operating Agreement
(the "LLC Agreement"). Unless a Chair is elected by the full Board, the members
of the Committee may designate a Chair by majority vote of the full Committee
membership.
III. RESPONSIBILITIES AND DUTIES
The following are activities of the Committee designed to promote the
fulfillment of its functions as described in this Charter (these functions are
set forth as a guide with the understanding that the Committee may diverge from
this guide as appropriate given the circumstances):
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1. The Committee shall annually review and approve the compensation of the
CEO.
2. The Committee shall consult with the CEO with respect to the
Committee's recommendation to the Board for approval of the
compensation of all other officers of the Company.
3. The Committee shall annually review and make recommendations to the
Board with respect to awards under the Company's incentive share award
and stock option plans and any other incentive compensation plans and
equity based plans and shall determine and approve any such awards to
the CEO based on the evaluation referred to above.
4. The Committee shall annually evaluate the performance of the person
serving as the director of internal audit for the Company and determine
his (her) compensation.
5. The Committee shall annually (i) review, evaluate and approve any
advisory, management and administrative service agreements of the
Company, including without limitation, the Company's management and
shared services agreement, (ii) evaluate the performance by any
advisor, manager, and service provider under any such agreement, and
(iii) evaluate and approve the compensation paid under any such
agreement.
6. The Committee shall not approve any new arrangement or material
modification to any existing arrangement in which the Company, directly
or indirectly, extends or maintains credit, arranges for the extension
of credit or renews an extension of credit, in the form of a personal
loan to any director or executive officer of the Company.
7. The Committee shall annually review and discuss with management a draft
of the Company's Compensation Discussion and Analysis to be included in
the Company's annual report on Form 10-K and annual proxy statement. In
connection with such review, the Committee shall produce a report as
required by Securities and Exchange Commission rules to be included in
the annual proxy statement stating whether (i) the Committee has
reviewed and discussed the Compensation Discussion and Analysis with
management and (ii) based on the review and discussions, the Committee
recommended to the Board that the Compensation Discussion and Analysis
be included in the Company's annual report on Form 10-K and annual
proxy statement.
8. The Committee shall have the sole authority to retain and terminate any
compensation consultant to be used to assist in the performance of its
duties and shall have sole authority to approve fees and other
retention terms of any such consultant. The Committee shall also have
authority to obtain advice and assistance from internal or external
legal, accounting or other advisors in connection with its
responsibilities and duties under this Charter.
9. The Committee shall make regular reports to the Board.
10. The Committee shall review and reassess the adequacy of this Charter
annually and recommend any proposed changes to the Board for approval.
The Committee shall annually review its own performance.
11. The Committee shall perform such other duties as the Board may assign
to it from time to time.
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IV. GENERAL PROVISIONS
It is expected that the Committee will meet at least one time a year or more
frequently as the circumstances require. Meetings of the Committee shall be
called and held, and the Committee may act by written consent in lieu of a
meeting, as provided in the LLC Agreement.
The Committee is by this Charter delegated the powers of the Board necessary to
carry out its purposes, responsibilities and duties provided in this Charter or
reasonably related to those purposes, responsibilities and duties.
The Committee may form and delegate authority to subcommittees of one or more
members when appropriate. Any subcommittee shall be subject to this Charter. The
decisions of any subcommittees to which authority is delegated under this
paragraph shall be presented to the full Committee at its next regularly
scheduled meeting.