<Page>
Exhibit 10.17
TRAVELCENTERS OF AMERICA LLC
2007 EQUITY COMPENSATION PLAN
1. PURPOSE
The purpose of this 2007 Equity Compensation Plan (the "Plan") is to
encourage employees, officers, directors and other individuals (whether or not
employees) who render services to TravelCenters of America LLC (the "Company")
and its Subsidiaries (as hereinafter defined), to continue their association
with the Company and its Subsidiaries by providing opportunities for them to
participate in the ownership of the Company and in its future growth through the
granting of options to acquire the Company's shares ("Options"), shares to be
transferred subject to restrictions ("Restricted Shares") and other rights,
including Share Appreciation Rights (as defined in Section 6), to receive
compensation in amounts determined by the value of the Company's shares ("Other
Rights"). The term "Subsidiary" as used in the Plan means a corporation or other
business entity of which the Company owns, directly or indirectly through an
unbroken chain of ownership, fifty percent or more of the total combined voting
power of all classes of stock, in the case of a corporation, or fifty percent or
more of the total combined interests by value, in the case of any other type of
business entity.
2. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Compensation Committee of the
Company's Board of Directors (the "Board") or by the Board itself. The
Compensation Committee shall from time to time determine to whom Options or
Restricted Shares shall be granted under the Plan, whether Options granted shall
be incentive share options ("ISOs") or nonqualified share options ("NSOs"), the
terms of the Options (including vesting provisions) and the number of Common
Shares (as hereinafter defined) that may be granted under Options, and the terms
and number of Restricted Shares or Other Rights. The Compensation Committee
shall report to the Board the names of individuals to whom Options, Restricted
Shares or Other Rights are to be granted, the number of shares covered and the
terms and conditions of each grant. The determinations and actions described in
this Section 2 and elsewhere in the Plan may be made by the Compensation
Committee or by the Board, as the Board shall direct in its discretion, and
references in the Plan to the Compensation Committee shall be understood to
refer to the Board in any such case.
The Compensation Committee shall have the authority to adopt, amend and
rescind such rules and regulations as, in its opinion, may be advisable in the
administration of the Plan. All questions of interpretation and application of
such rules and regulations of the Plan and of Options or Restricted Shares
granted hereunder shall be subject to the determination of the Compensation
Committee, which shall be final and binding. The Plan shall be administered in
such a manner as to permit those Options granted hereunder and specially
designated under Section 5 hereof as an ISO to qualify as incentive stock
options as described in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
For so long as Section 16 of the Securities Exchange Act of 1934, as
amended from time to time (the "Exchange Act"), is applicable to the Company,
each member of the Committee
<Page>
shall be a "non-employee director" or the equivalent within the meaning of Rule
16b-3 under the Exchange Act, and, for so long as Section 162(m) of the Code is
applicable to the Company, an "outside director" within the meaning of Section
162 of the Code and the regulations thereunder.
With respect to persons subject to Section 16 of the Exchange Act
("Insiders"), transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successor under the Exchange Act. To
the extent any provision of the Plan or action by the Committee fails to so
comply, it shall be deemed to be modified so as to be in compliance with such
Rule, or, if such modification is not possible, it shall be deemed to be null
and void, to the extent permitted by law and deemed advisable by the Committee.
3. STOCK SUBJECT TO THE PLAN
The total number of Common Shares of the Company that may be subject to
Options, Restricted Share grants and Other Rights under the Plan shall be
2,000,000 shares of the Company's common shares (the "Common Shares"), from
authorized but unissued shares or treasury shares. The maximum number of Common
Shares subject to Options that may be granted to any Optionee in the aggregate
in any calendar year shall not exceed 100,000 shares. The number of shares
stated in this Section 3 shall be subject to adjustment in accordance with the
provisions of Section 10. Restricted Shares that fail to vest and Common Shares
subject to an Option that is not fully exercised prior to its expiration or
other termination shall again become available for grant under the terms of the
Plan.
4. ELIGIBILITY
The individuals who shall be eligible to receive Option grants,
Restricted Share grants and Other Rights under the Plan shall be employees,
officers, directors and other individuals who render services to the management,
operation or development of the Company or a Subsidiary and who have contributed
or may be expected to contribute to the success of the Company or a Subsidiary.
ISOs shall not be granted to any individual who is not an employee of the
Company or a Subsidiary that is a corporation. The term "Optionee," as used in
the Plan, refers to any individual to whom an Option has been granted.
5. TERMS AND CONDITIONS OF OPTIONS
Every Option shall be evidenced by a written Share Option Agreement in
such form as the Compensation Committee shall approve from time to time,
specifying the number of Common Shares that may be purchased pursuant to the
Option, the time or times at which the Option shall become exercisable in whole
or in part, whether the Option is intended to be an ISO or an NSO and such other
terms and conditions as the Compensation Committee shall approve, and containing
or incorporating by reference the following terms and conditions.
(a) DURATION. Each Option shall expire ten years from its date of
grant; provided, however, that no ISO granted to an employee who owns (directly
or under the attribution rules of Section 424(d) of the Code) shares possessing
more than ten percent of the total combined voting power of all classes of
shares of the Company or any Subsidiary shall expire later than five years from
its date of grant.
-2-
<Page>
(b) EXERCISE PRICE. The exercise price of each Option shall be any
lawful consideration, as specified by the Compensation Committee in its
discretion; provided, however, that the price shall be at least 100 percent of
the Fair Market Value (as hereinafter defined) of the shares on the date on
which the Compensation Committee awards the Option, which shall be considered
the date of grant of the Option for purposes of fixing the price; and provided,
further, that the price with respect to an ISO granted to an employee who at the
time of grant owns (directly or under the attribution rules of Section 424(d) of
the Code) stock representing more than ten percent of the voting power of all
classes of stock of the Company or of any Subsidiary shall be at least 110
percent of the Fair Market Value of the shares on the date of grant of the ISO.
For purposes of the Plan, except as may be otherwise explicitly provided in the
Plan or in any Share Option Agreement, the "Fair Market Value" of a Common Share
at any particular date shall be determined according to the following rules: (i)
if the Common Shares are not at the time listed or admitted to trading on a
stock exchange or the Nasdaq Stock Market, the Fair Market Value shall be the
closing price of a Common Share on the date in question in the over-the-counter
market, as such price is reported in a publication of general circulation
selected by the Board and regularly reporting the price of the Common Shares in
such market, including any market that is outside of the United States;
provided, however, that if the price of the Common Shares is not so reported,
the Fair Market Value shall be determined in good faith by the Board, which may
take into consideration (1) the price paid for Common Shares in the most recent
trade of a substantial number of shares known to the Board to have occurred at
arm's length between willing and knowledgeable investors, (2) an appraisal by an
independent party or (3) any other method of valuation undertaken in good faith
by the Board, or some or all of the above as the Board shall in its discretion
elect; or (ii) if the Common Shares are at the time listed or admitted to
trading on any stock exchange, including any market that is outside of the
United States, or the Nasdaq Stock Market, then the Fair Market Value shall be
the mean between the lowest and highest reported sale prices (or the highest
reported bid price and the lowest reported asked price) of the Common Shares on
the date in question on the principal exchange or the Nasdaq Stock Market, as
the case may be, on which the Common Shares are then listed or admitted to
trading. If no reported sale of Common Stock takes place on the date in question
on the principal exchange or the Nasdaq Stock Market, as the case may be, then
the most recent previous reported closing sale price of the Common Shares (or,
in the Board's discretion, the reported closing asked price) of the Common
Shares on such date on the principal exchange or the Nasdaq Stock Market, as the
case may be, shall be determinative of Fair Market Value.
(c) METHOD OF EXERCISE. To the extent that it has become
exercisable under the terms of the Share Option Agreement, an Option may be
exercised from time to time by notice acceptable to the Chief Executive Officer
of the Company, or his delegate, stating the number of shares with respect to
which the Option is being exercised and accompanied by payment of the exercise
price in cash or check payable to the Company or, if the Share Option Agreement
so provides, other payment or deemed payment described in this Section 5(c).
Such notice shall be delivered in person to the Chief Executive Officer of the
Company, or his delegate, or shall be sent by registered mail, return receipt
requested, to the Chief Executive Officer of the Company, or his delegate, in
which case delivery shall be deemed made on the date such notice is deposited in
the mail.
-3-
<Page>
Alternatively, payment of the exercise price may be made:
(1) In whole or in part in Common Shares already owned by the
Optionee or to be received upon exercise of the Option; provided,
however, that such shares are fully vested and free of all liens,
claims and encumbrances of any kind; and provided, further, that the
Optionee may not make payment in Common Shares that he acquired upon
the earlier exercise of any ISO (or other "incentive stock option"),
unless he has held the shares for at least two years after the date the
ISO was granted and at least one year after the date the ISO was
exercised. If payment is made in whole or in part in Common Shares,
then the Optionee shall deliver to the Company share certificates or
other evidence of legal and beneficial ownership registered in his name
representing a number of Common Shares legally and beneficially owned
by him, fully vested and free of all liens, claims and encumbrances of
every kind and having a Fair Market Value on the date of delivery that
is not greater than the exercise price, such share certificates or
other evidence of legal and beneficial ownership to be duly endorsed,
or accompanied by stock powers duly endorsed, by the record holder of
the Common Shares being delivered. If the exercise price exceeds the
Fair Market Value of the shares so delivered, the Optionee shall also
deliver cash or a check payable to the order of the Company in an
amount equal to the amount of that excess or, if the Share Option
Agreement so provides, his promissory note as described in paragraph
(2) of this Section 5(c); or
(2) By payment of the exercise price in whole or in part by
delivery of the Optionee's recourse promissory note, in a form
specified by the Company, secured by the Common Shares acquired upon
exercise of the Option and such other security as the Compensation
Committee may require.
At the time specified in an Optionee's notice of exercise, the Company
shall, without issue or transfer tax to the Optionee, deliver to the Optionee at
the main office of the Company, or such other place as shall be mutually
acceptable, a certificate for the Common Shares or other evidence of legal and
beneficial ownership as to which such Optionee's Option is exercised. If the
Optionee fails to pay for or to accept delivery of all or any part of the number
of Common Shares specified in the Optionee's notice upon tender of delivery
thereof, the Optionee's right to exercise the Option with respect to those
shares shall be terminated, unless the Company otherwise agrees.
(d) EXERCISABILITY. An Option may be exercised so long as it is
outstanding from time to time in whole or in part, to the extent and subject to
the terms and conditions that the Compensation Committee in its discretion may
provide in the Share Option Agreement. Such terms and conditions shall include
provisions for exercise within twelve (12) months after the Optionee' death or
disability (within the meaning of Section 22(e)(3) of the Code), provided that
no Option shall be exercisable after the expiration of the period described in
paragraph (a) above. Except as the Compensation Committee in its discretion may
otherwise provide in the Share Option Agreement, an Option shall cease to be
exercisable upon the expiration of ninety (90) days following the termination of
the Optionee's employment with, or the Optionee's other provision of services
to, the Company or a subsidiary, subject to paragraph (a) above and Section 10
hereof.
(e) NOTICE OF ISO STOCK DISPOSITION. The Optionee must notify the
Company promptly in the event that he sells, transfers, exchanges or otherwise
disposes of any Common
-4-
<Page>
Shares issued upon exercise of an ISO before the later of (i) the second
anniversary of the date of grant of the ISO and (ii) the first anniversary of
the date the shares were issued upon the exercise of the ISO.
(f) NO RIGHTS AS STOCKHOLDER. An Optionee shall have no rights as
a shareholder with respect to any shares covered by an Option until the date of
issuance of a share certificate or other evidence of legal and beneficial
ownership to him for the shares. No adjustment shall be made for dividends or
other rights for which the record date is earlier than the date the share
certificate or other evidence of legal and beneficial ownership is issued, other
than as required or permitted pursuant to Section 9.
(g) TRANSFERABILITY OF OPTIONS. Options shall not be transferable
by the Optionee otherwise than by will or under the laws of descent and
distribution, and shall be exercisable during the Optionee's lifetime only by
the Optionee, except that the Compensation Committee may specify in a Share
Option Agreement that pertains to an NSO that the Optionee may transfer such NSO
to a member of the Immediate Family of the Optionee, to a trust solely for the
benefit of the Optionee and the Optionee's Immediate Family, or to a partnership
or limited liability company whose only partners or members are the Optionee and
members of the Optionee's Immediate Family. "Immediate Family" shall mean, with
respect to any Optionee, such Optionee's child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include
adoptive relationships.
6. SHARE APPRECIATION RIGHTS
The Committee may grant Share Appreciation Rights ("SARs") in respect
of such number of Common Shares subject to the Plan as it shall determine, in
its discretion, and may grant SARs either separately or in connection with
Options, as described in the following sentence. An SAR granted in connection
with an Option may be exercised only to the extent of the surrender of the
related Option, and to the extent of the exercise of the related Option the SAR
shall terminate. Common Shares covered by an Option that terminates upon the
exercise of a related SAR shall cease to be available under the Plan. The terms
and conditions of an SAR related to an Option shall be contained in the Share
Option Agreement, and the terms of an SAR not related to any Option shall be
contained in an SAR Agreement.
Upon exercise of an SAR, the Optionee shall be entitled to receive from
the Company an amount equal to the excess of the Fair Market Value, on the
exercise date, of the number of shares of Common Stock as to which the SAR is
exercised, over the exercise price for those shares under a related Option or,
if there is no related Option, over the base value stated in the SAR Agreement.
Any amount payable by the Company upon exercise of an SAR shall be paid in the
form of cash or other property (including Common Shares), as provided in the
Share Option Agreement or SAR Agreement governing the SAR.
-5-
<Page>
7. RESTRICTED SHARES
The Compensation Committee may grant or award Restricted Shares in
respect of such number of Common Shares, and subject to such terms or
conditions, as it shall determine and specify in a Restricted Share Agreement,
and may provide in a Share Option Agreement for an Option to be exercisable for
Restricted Shares.
A holder of Restricted Shares shall have all of the rights of a
shareholder of the Company, including the right to vote the shares and the right
to receive any cash dividends, unless the Compensation Committee shall otherwise
determine. Unless a grantee's Restricted Share Agreement provides to the
contrary, unvested Restricted Shares granted under the Plan shall not be
transferred without the written consent of the Board. In addition, at the time
of termination for any reason of a grantee's employment or other service
relationship with the Company or a Subsidiary, the Company shall have the right,
in the case of unvested Restricted Shares, to purchase all or any of such shares
at a price equal to the lower of (a) the price paid to the Company for such
shares or (b) the Fair Market Value of such shares at the time of repurchase.
Nothing in the Plan shall be construed to give any person the right to require
the Company to purchase any Common Shares granted as Restricted Shares.
Share certificates, if any, representing Restricted Shares shall be
imprinted with a legend to the effect that the shares represented may not be
sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of
except in accordance with the terms of the Restricted Share Agreement and, if
the Compensation Committee so determines, the holder may be required to deposit
the share certificates or other evidence of legal and beneficial ownership with
the President, Treasurer, Secretary or other officer of the Company or with an
escrow agent designated by the Compensation Committee, together with a stock
power or other instrument of transfer appropriately endorsed in blank. In the
event that the Restricted Shares are not represented by a shares certificate,
the Company shall direct the Company's registrar and transfer agent to make an
appropriate notation of the restrictions on transfer to which the Restricted
Shares are subject in the stock books and records of the Company.
8. METHOD OF GRANTING OPTIONS, RESTRICTED SHARES AND OTHER RIGHTS
The grant of Options, Restricted Shares and Other Rights shall be made
by action of the Board or the Compensation Committee, at a meeting at which a
quorum of its members is present, or by unanimous written consent of all its
members; provided, however, that if an individual to whom a grant has been made
fails to execute and deliver to the Compensation Committee a Share Option
Agreement, Restricted Share Agreement or SAR Agreement within thirty days after
it is submitted to him, the Option, Restricted Shares or SAR granted under the
agreement shall be voidable by the Company at its election, without further
notice to the grantee.
9. REQUIREMENTS OF LAW
The Company shall not be required to transfer Restricted Shares or to
sell or issue any Common Shares upon the exercise of any Option if the issuance
of such restricted Shares or Common Shares will result in a violation by the
Optionee or the Company of any provisions of
-6-
<Page>
any law, statute or regulation of any governmental authority. Specifically, in
connection with the Securities Act of 1933, as amended from time to time (the
"Securities Act"), upon the transfer of Restricted Shares or the exercise of any
Option, the Company shall not be required to issue Restricted Shares or Common
Shares, as the case may be, unless the Compensation Committee has received
evidence satisfactory to it to the effect that the holder of the Restricted
Shares or the Option will not transfer such shares except pursuant to a
registration statement in effect under the Securities Act or unless an opinion
of counsel satisfactory to the Company has been received by the Company to the
effect that registration is not required. Any determination in this connection
by the Compensation Committee shall be conclusive. The Company shall not be
obligated to take any other affirmative action in order to cause the transfer of
Restricted Shares or the exercise of an Option to comply with any law or
regulations of any governmental authority, including, without limitation, the
Securities Act or applicable state securities laws.
10. CHANGES IN CAPITAL STRUCTURE
In the event that the outstanding Common Shares are hereafter changed
for a different number or kind of shares or other securities of the Company, by
reason of a reorganization, recapitalization, exchange of shares, share split,
combination of shares or dividend payable in shares or other securities, a
corresponding adjustment shall be made by the Compensation Committee in the
number and kind of shares or other securities covered by outstanding Options and
Other Rights and for which Options and Other Rights may be granted under the
Plan. Any such adjustment in outstanding Options shall be made without change in
the total price applicable to the unexercised portion of the Option, but the
price per share specified in each Share Option Agreement shall be
correspondingly adjusted; provided, however, that no adjustment shall be made
with respect to an ISO that would constitute a modification as defined in
Section 424 of the Code without the consent of the holder. Any such adjustment
made by the Compensation Committee shall be conclusive and binding upon all
affected persons, including the Company and all Optionees and holders of Other
Rights.
If while unexercised Options remain outstanding under the Plan the
Company merges or consolidates with a wholly-owned subsidiary for the purpose of
incorporating itself, including under the laws of another jurisdiction, the
Optionees will be entitled to acquire shares of common stock of the incorporated
Company upon the same terms and conditions as were in effect immediately prior
to such reincorporation (unless such incorporation involves a change in the
number of shares or the capitalization of the Company, in which case
proportional adjustments shall be made as provided above) and the Plan, unless
otherwise rescinded by the Board, will remain the Plan of the incorporated
Company.
Except as otherwise provided in the preceding paragraph, if the Company
is merged or consolidated with another corporation, whether or not the Company
is the surviving entity, or if the Company is liquidated or sells or otherwise
disposes of all or substantially all of its assets to another entity while
unexercised Options remain outstanding under the Plan, or if other circumstances
occur in which the Compensation Committee in its sole and absolute discretion
deems it appropriate for the provisions of this paragraph to apply (in each
case, an "Applicable Event"), then: (a) in the discretion of the Compensation
Committee, each holder of an outstanding Option shall be entitled, upon exercise
of the Option, to receive in lieu of Common Shares, such stock or other
securities or property as he or she would have received had he
-7-
<Page>
exercised the Option immediately prior to the Applicable Event; or (b) the
Compensation Committee may, in its sole and absolute discretion, waive,
generally or in one or more specific cases, any limitations imposed on exercise
(including without limitation a change in any existing vesting schedule) so that
some or all Options from and after a date prior to the effective date of such
Applicable Event, specified by the Compensation Committee, in its sole and
absolute discretion, shall be exercisable; or (c) the Compensation Committee
may, in its sole and absolute discretion, cancel all outstanding and unexercised
Options as of the effective date of any such Applicable Event; or (d) the
Compensation Committee may, in its sole discretion, convert some or all Options
into Options to purchase the stock or other securities of the surviving
corporation pursuant to an Applicable Event; or (e) the Compensation Committee
may, in its sole and absolute discretion, assume the outstanding and unexercised
options to purchase stock or other securities of any corporation and convert
such options into Options to purchase Common Stock, whether pursuant to this
Plan or not, pursuant to an Applicable Event; provided, however, that notice of
any cancellation pursuant to clause (c) shall be given to each holder of an
Option not less than thirty days preceding the effective date of such Applicable
Event; and provided, further, that the Compensation Committee may, in its sole
and absolute discretion waive, generally or in one or more specific instances,
any limitations imposed on exercise (including a change in any existing exercise
schedule) with respect to any Option so that such Option shall be exercisable in
full or in part, as the Compensation Committee may, in its sole and absolute
discretion, determine, during such thirty day period.
In the case of an Applicable Event, the Compensation Committee shall
have discretion to make adjustments or take other action with respect to Other
Rights corresponding to the provisions of the preceding paragraph.
Except as expressly provided to the contrary in this Section 10, the
issuance by the Company of Common Shares or other equity securities of any class
for cash or property or for services, either upon direct sale or upon the
exercise of rights or warrants, or upon conversion of shares or obligations of
the Company convertible into such shares or other securities, shall not affect
the number, class or price of Common Shares then subject to outstanding Options
or Other Rights.
11. FORFEITURE FOR DISHONESTY, VIOLATION OF AGREEMENTS OR TERMINATION
FOR CAUSE
Notwithstanding any provision of the Plan to the contrary, if the
Compensation Committee determines, after full consideration of the facts, that:
(a) the Optionee (or holder of Restricted Shares or Other Rights)
has been engaged in fraud, embezzlement or theft in the course of his or her
employment by or involvement with the Company or a Subsidiary, has made
unauthorized disclosure of trade secrets or other proprietary information of the
Company or a Subsidiary or of a third party who has entrusted such information
to the Company or a Subsidiary, or has been convicted of a felony, or crime
involving moral turpitude or any other crime which reflects negatively upon the
Company; or
-8-
<Page>
(b) the Optionee (or holder of Restricted Shares or Other Rights)
has violated the terms of any employment, noncompetition, nonsolicitation,
confidentiality, nondisclosure or other similar agreement with the Company to
which he is a party; or
(c) the employment or involvement with the Company or a
Subsidiary of the Optionee (or holder of Restricted Shares or Other Rights) was
terminated for "cause," as defined in any employment agreement with the Optionee
(or holder of Restricted Shares or Other Rights), if applicable, or if there is
no such agreement, as determined by the Compensation Committee, which may
determine that "cause" includes among other matters the willful failure or
refusal of the Optionee (or holder of Restricted Shares or Other Rights) to
perform and carry out his or her assigned duties and responsibilities diligently
and in a manner satisfactory to the Compensation Committee; then the Optionee's
right to exercise an Option shall terminate as of the date of such act (in the
case of (a) or (b)) or such termination (in the case of (c)), the Optionee shall
forfeit all unexercised Options (or the holder shall forfeit all Other Rights)
and the Company shall have the right to repurchase all or any part of the Common
Shares acquired by the Optionee upon any previous exercise of any Option (or any
previous acquisition by the holder of Restricted Shares, whether then vested or
unvested), at a price equal to the lower of (a) the amount paid to the Company
upon such exercise or acquisition, or (b) the Fair Market Value of such shares
at the time of repurchase. If an Optionee whose behavior the Company asserts
falls within the provisions of the clauses above has exercised or attempts to
exercise an Option prior to consideration of the application of this Section 11
or prior to a decision of the Compensation Committee, the Company shall not be
required to recognize such exercise until the Compensation Committee has made
its decision and, in the event any exercise shall have taken place, it shall be
of no force and effect (and shall be void AB INITIO) if the Compensation
Committee makes an adverse determination; provided, however, that if the
Compensation Committee finds in favor of the Optionee then the Optionee will be
deemed to have exercised the Option retroactively as of the date he or she
originally gave notice of his or her attempt to exercise or actual exercise, as
the case may be. The decision of the Compensation Committee as to the cause of
an Optionee's (or holder of Restricted Shares or Other Rights) discharge and the
damage done to the Company shall be final, binding and conclusive. No decision
of the Compensation Committee, however, shall affect in any manner the finality
of the discharge of such Optionee (or holder of Restricted Shares or Other
Rights) by the Company. For purposes of this Section 11, reference to the
Company shall include any Subsidiary.
12. MISCELLANEOUS
(a) NO GUARANTEE OF EMPLOYMENT OR OTHER SERVICE RELATIONSHIP.
Neither the Plan nor any Share Option Agreement, Restricted Share Agreement or
SAR Agreement shall give an employee the right to continue in the employment of
the Company or a Subsidiary or give the Company or a Subsidiary the right to
require an employee to continue in employment. Neither the Plan nor any Share
Option Agreement, Restricted Share Agreement or SAR Agreement shall give a
director or other service provider the right to continue to perform services for
the Company or a Subsidiary or give the Company or a Subsidiary the right to
require the director or service provider to continue to perform services.
(b) TAX WITHHOLDING. To the extent required by law, the Company
shall withhold or cause to be withheld income and other taxes with respect to
any income recognized
-9-
<Page>
by an Optionee by reason of the exercise or vesting of an Option or Restricted
Shares, or payments with respect to Other Rights, and as a condition to the
receipt of any Option, Restricted Share or Other Rights the Optionee shall agree
that if the amount payable to him by the Company and any Subsidiary in the
ordinary course is insufficient to pay such taxes, then he shall upon the
request of the Company pay to the Company an amount sufficient to satisfy its
tax withholding obligations.
Without limiting the foregoing, the Compensation Committee may in its
discretion permit any Optionee's withholding obligation to be paid in whole or
in part in the form of Common Shares by withholding from the shares to be issued
or by accepting delivery from the Optionee of shares already owned by him. The
Fair Market Value of the shares for such purposes shall be determined as set
forth in Section 5(b). An Optionee may not make any such payment in the form of
Common Shares acquired upon the exercise of an ISO until the shares have been
held by him for at least two years after the date the ISO was granted and at
least one year after the date the ISO was exercised. If payment of withholding
taxes is made in whole or in part in Common Shares, the Optionee shall deliver
to the Company share certificates registered in his name or other evidence of
legal and beneficial ownership of Common Shares owned by him, fully vested and
free of all liens, claims and encumbrances of every kind, duly endorsed or
accompanied by stock powers duly endorsed by the record holder of the shares
represented by such share certificates. If the Optionee is subject to Section
16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
his ability to pay his withholding obligation in the form of Common Shares shall
be subject to such additional restrictions as may be necessary to avoid any
transaction that might give rise to liability under Section 16(b) of the
Exchange Act.
(c) USE OF PROCEEDS. The proceeds from the sale of shares
pursuant to Options shall constitute general funds of the Company.
(d) CONSTRUCTION. All masculine pronouns used in this Plan shall
include both sexes; the singular shall include the plural and the plural the
singular unless the context otherwise requires. The titles of the sections of
the Plan are included for convenience only and shall not be construed as
modifying or affecting their provisions. All other provisions of this Plan
notwithstanding, this Plan shall be administered and construed so as to avoid
any person who receives an Option grant or Other Right incurring any adverse tax
consequences under Internal Revenue Code Section 409A. The Compensation
Committee shall suspend the application of any provision of the Plan which
could, in the sole determination of the Board of Directors, result in an adverse
tax consequence to any person under Internal Revenue Code Section 409A.
(e) GOVERNING LAW. This Plan shall be governed by and construed
in accordance with the laws of the State of Delaware, without regard to the
principles of conflict of laws.
13. EFFECTIVE DATE, DURATION, AMENDMENT AND TERMINATION OF PLAN
The Plan shall be effective as of January __, 2007, subject to
ratification by (a) the holders of a majority of the outstanding Common Shares
present, or represented, and entitled to vote thereon (voting as a single class)
at a duly held meeting of the shareholders of the Company
-10-
<Page>
or (b) by the written consent of the holders of a majority (or such greater
percentage as may be prescribed under the Company's Limited Liability Operating
Company Agreement and applicable state law) of the Common Shares entitled to
vote thereon (voting as a single class) within twelve months after such date.
Options or Restricted Shares that are conditioned upon the ratification of the
Plan by the shareholders may be granted prior to ratification. The Compensation
Committee may grant Options, Restricted Shares or Other Rights under the Plan
from time to time until the close of business on January __, 2017. The Board may
at any time amend the Plan; provided, however, that without approval of the
Company's shareholders there shall be no: (a) change in the number of Common
Shares that may be issued under the Plan, except by operation of the provisions
of Section 10, either to any one Optionee or in the aggregate; (b) change in the
class of persons eligible to receive Options, Restricted Shares or Other Rights;
or (c) other change in the Plan that requires shareholder approval under
applicable law. No amendment shall adversely affect outstanding Options (or
Restricted Shares or Other Rights) without the consent of the Optionee (or
holder of Restricted Shares or Other Rights). The Plan may be terminated at any
time by action of the Board, but any such termination will not terminate any
Option, Restricted Shares or Other Rights then outstanding without the consent
of the Optionee or the holder of such Restricted Shares or Other Rights.
-11-
<Page>
[Suggested Form of Share Option Agreement]
TravelCenters of America LLC
SHARE OPTION AGREEMENT
Option Certificate No.:
CAUTION: ALL OF THE TERMS OF THIS AGREEMENT AND THE INFORMATION HEREIN ARE
CONFIDENTIAL.
SPECIFIC TERMS OF THE OPTION
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"), TravelCenters of America LLC, a Delaware limited liability company
(the "Company," which term shall include, unless the context otherwise clearly
requires, all Subsidiaries of the Company), hereby grants the following option
(the "Option") to purchase Common Shares, of the Company:
1. Name of person to whom the Option is granted (the "Optionee"):
2. Date of grant of Option:
3. Number of Common Shares:
4. Type of Option: [Incentive/Nonqualified]
5. Exercise Price (per share): $
6. Term: Subject to Section 9, this Option expires at 5:00 p.m. Eastern Time on
[date].
7. Exercisability: Provided that on the dates set forth below the Optionee
is still employed by or providing services to the Company,
the Option will become exercisable as follows and as
provided in Section 10 below:
DATE NUMBER OF SHARES CUMULATIVE NUMBER
---- ---------------- -----------------
<Page>
8. EXERCISE PRICE AND FURTHER CONDITIONS. This Option may be exercised at the
exercise price per share of Common Shares set forth in Section 5 on the first
page hereof, subject to adjustment as provided herein and in the Plan.
9. TERM AND EXERCISABILITY OF OPTION. This Option shall expire on the date
determined pursuant to Section 6 hereof and shall be exercisable prior to that
date in accordance with and subject to the conditions set forth in the Plan and
those conditions, if any, set forth in Sections 7 and 8. If before this Option
has been exercised in full, the Optionee ceases to be an employee of or provide
services for the Company or a subsidiary, for any reason other than a
termination for a reason specified in Section 11 of the Plan, the Optionee may
exercise this Option to the extent that he or she might have exercised it on the
date of termination of the Optionee's employment, but only during the period
ending on the earlier of (a) the date on which the Option expires in accordance
with Section 6 hereof or (b) 90 days after the date of termination of the
Optionee's employment with the Company or a subsidiary, or of the Optionee's
provision of services to the Company or a subsidiary. However, if the Optionee
dies before the date of expiration of this Option and while in the employ of or
during the course of providing services, for the Company or a subsidiary or
during the 90-day period described in the preceding sentence, or in the event of
the retirement of the Optionee for reasons of disability (within the meaning of
Section 22(e)(3) of the Code) the Option shall remain exercisable until the
earlier of its date of expiration in accordance with Section 6 of the first page
hereof or one year from the date of such death or retirement. If the Optionee
dies before this Option has been exercised in full, the executor, administrator
or personal representative of the estate of the Optionee may exercise this
Option as set forth in the preceding sentence.
10. METHOD OF EXERCISE. To the extent that the right to purchase Common Shares
is exercisable hereunder, this Option may be exercised from time to time by
notice acceptable to the Company substantially in the form attached hereto as
EXHIBIT A stating the number of shares with respect to which this Option is
being exercised and accompanied by payment in full of the exercise price for the
number of shares to be delivered, by means of payment acceptable to the Company
in accordance with Section 5 of the Plan. As soon as practicable after its
receipt of such notice, the Company shall, without transfer or issue tax to the
Optionee (or other person entitled to exercise this Option), deliver to the
Optionee (or other person entitled to exercise this Option), at the principal
executive offices of the Company or such other place as shall be mutually
acceptable, a share certificate or share certificates or other evidence of legal
and beneficial ownership for such shares out of theretofore authorized but
unissued Common Shares or reacquired Common Shares as the Company may elect;
provided, however, that the time of such delivery may be postponed by the
Company for such period as may be required for it with reasonable diligence to
comply with any applicable requirements of law. Payment of the exercise price
may be made in cash or cash equivalents or, in accordance with the terms and
conditions of Section 5 of the Plan, (a) in whole or in part in Common Shares of
the Company or (b) in whole or in part by delivery of a promissory note of the
Optionee in the form attached hereto as EXHIBIT B. If the Optionee (or other
person entitled to exercise this Option) fails to pay for and accept delivery of
all of the shares specified in such notice upon tender of delivery thereof, his
or her right to exercise this Option with respect to such shares not paid for
may be terminated by the Company.
-2-
<Page>
11. NONASSIGNABILITY OF OPTION RIGHTS. This Option shall not be assignable or
transferable by the Optionee except by will or by the laws of descent and
distribution and during the life of the Optionee, this Option shall be
exercisable only by him or her.
12. CONFIDENTIALITY. The Optionee hereby agrees that the entire contents of this
Agreement is confidential at all times, and that the Option's exercisability is
conditioned on his compliance with this covenant.
13. COMPLIANCE WITH SECURITIES ACT. The Company shall not be obligated to sell
or issue any Common Shares or other securities pursuant to the exercise of this
Option unless the Common Shares or other securities with respect to which this
Option is being exercised are at that time effectively registered or exempt from
registration under the Securities Act and applicable state securities laws. In
the event shares or other securities shall be issued that shall not be so
registered, the Optionee hereby represents, warrants and agrees that the
Optionee will receive such shares or other securities for investment and not
with a view to their resale or distribution, and will execute an appropriate
investment letter satisfactory to the Company and its counsel.
The Optionee further hereby agrees that as a condition to the purchase of
shares upon exercise of this Option, the Optionee will execute an agreement in a
form acceptable to the Company to the effect that the shares shall be subject to
any underwriter's lock-up agreement in connection with a public offering of any
securities of the Company that may from time to time apply to shares held by
officers and employees of the Company, and such agreement or a successor
agreement must be in full force and effect.
14. LEGENDS. The Optionee hereby acknowledges that the share certificate or
share certificates, if any, evidencing Common Shares or other securities issued
pursuant to any exercise of this Option may bear a legend setting forth the
restrictions on their transferability described in Section 13 hereof and that in
the event that the Common Shares or other securities issued pursuant to the
exercise of this Option are not represented by one or more share certificates,
the Company's registrar and transfer agent shall make appropriate notations in
the stock records of the Company setting forth the restrictions on their
transferability described in Section 13 hereof.
15. RIGHTS AS SHAREHOLDER. The Optionee shall have no rights as a shareholder
with respect to any Common Shares or other securities covered by this Option
until the date of issuance of a share certificate or other evidence of legal and
beneficial ownership to him or her for such shares or other securities. No
adjustment shall be made for dividends or other rights for which the record date
is prior to the date such share certificate or other evidence of legal and
beneficial ownership is issued, except as required or permitted by Section 10 of
the Plan.
16. WITHHOLDING TAXES. The Optionee hereby agrees, as a condition to any
exercise of this Option, to provide to the Company an amount sufficient to
satisfy its obligation to withhold certain federal, state and local taxes
arising by reason of such exercise (the "Withholding Amount"), if any, by (a)
authorizing the Company and/or a Subsidiary to withhold the Withholding Amount
from the Optionee's cash compensation or (b) remitting the Withholding Amount to
the Company in cash; provided, however, that to the extent that the Withholding
-3-
<Page>
Amount is not provided by one or a combination of such methods, the Company in
its sole and absolute discretion may refuse to issue such Common Shares or may
withhold from the Common Shares delivered upon exercise of this Option that
number of shares having a Fair Market Value, on the date of exercise, sufficient
to eliminate any deficiency in the Withholding Amount.
17. NOTICE OF DISQUALIFYING DISPOSITION. If this Option is an incentive stock
option, the Optionee agrees to notify the Company promptly in the event that the
Optionee sells, transfers, exchanges or otherwise disposes of any Common Shares
issued upon exercise of the Option before the later of (i) the second
anniversary of the date of grant of the Option and (ii) the first anniversary of
the date the shares were issued upon Optionee's exercise of the Option.
18. TERMINATION OR AMENDMENT OF PLAN. The Board may in its sole and absolute
discretion at any time terminate or from time to time modify and amend the Plan,
but no such termination or amendment will affect rights and obligations under
this Option, to the extent it is then in effect and unexercised.
19. EFFECT UPON EMPLOYMENT. Nothing in this Option or the Plan shall be
construed to impose any obligation upon the Company or any Subsidiary to employ
or retain in its employ, or continue its involvement with, the Optionee.
20. TIME FOR ACCEPTANCE. Unless the Optionee shall evidence Optionee's
acceptance of this Option by executing this Agreement and returning it to the
Company within thirty days after its delivery to the Optionee, the Option and
this Agreement shall, in the discretion of the Company, be null and void.
21. GENERAL PROVISIONS.
(a) AMENDMENT; WAIVERS. This Agreement, including the Plan, contains
the full and complete understanding and agreement of the parties hereto as to
the subject matter hereof and, except as otherwise permitted by the express
terms of the Plan and this Agreement, it may not be modified or amended, nor may
any provision hereof be waived, except by a further written agreement duly
signed by each of the parties; provided, however, that a modification or
amendment that does not adversely affect the rights of the Optionee hereunder,
as they may exist immediately before the effective date of the modification or
amendment, shall be effective upon written notice of its provisions to the
Optionee. The waiver by either of the parties hereto of any provision hereof in
any instance shall not operate as a waiver of any other provision hereof or in
any other instance.
(b) BINDING EFFECT. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and, to the extent provided herein and in the
Plan, their respective heirs, executors, administrators, representatives,
successors and assigns.
(c) CONSTRUCTION. This Agreement is to be construed in accordance with
the terms of the Plan. In case of any conflict between the Plan and this
Agreement, the Plan shall control. The titles of the sections of this Agreement
are included for convenience only and shall not be construed as modifying or
affecting their provisions. The masculine gender shall include
-4-
<Page>
both sexes; the singular shall include the plural and the plural the singular
unless the context otherwise requires. Capitalized terms not defined herein
shall have the meanings given to them in the Plan.
(d) GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the applicable laws of the State of Delaware
(other than the law governing conflict of law questions) except to the extent
the laws of any other jurisdiction are mandatorily applicable.
[Remainder of page intentionally left blank.]
-5-
<Page>
(e) 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 facsimile or sent by registered mail to the party addressed as follows,
unless another address has been substituted by notice so given:
To the Optionee: To his or her address as listed on the books of the Company
To the Company: TravelCenters of America LLC
[ ]
[ ]
[ ]
Attention: _______
and
with a copy to: Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
Attention: William J. Curry, Esq.
TRAVELCENTERS OF AMERICA LLC X___________________________________________
(Signature of Optionee)
By:
-------------------------
Title:
Date:
-6-
<Page>
Exhibit A to Share Option
[FORM FOR EXERCISE OF SHARE OPTION]
TravelCenters of America LLC
[ ]
[ ]
Re: Exercise of Option under the TravelCenters of America LLC 2007
Equity Compensation Plan
Gentlemen:
I hereby elect to exercise the share option granted to me pursuant and
subject to the terms and conditions of the Share Option Agreement between the
Company and me dated as of _______, 200__ (the "Option Agreement") by and to the
extent of purchasing _____ Common Shares of TravelCenters of America LLC (the
"Company") for the exercise price of $_____ per share.
Enclosed please find payment, in cash or in such other property as is
permitted under the TravelCenters of America LLC 2007 Equity Compensation Plan
(the "Plan"), of the purchase price for said shares. IF I AM MAKING PAYMENT OF
ANY PART OF THE PURCHASE PRICE BY DELIVERY OF COMMON SHARES OF THE COMPANY, I
HEREBY CONFIRM THAT I HAVE INVESTIGATED AND CONSIDERED THE POSSIBLE INCOME TAX
CONSEQUENCES OF MAKING PAYMENTS IN THAT FORM. I agree to provide the Company an
amount sufficient to satisfy the obligation of the Company to withhold certain
taxes, as provided in Section 16 of the Option Agreement.
I specifically confirm to the Company that I am acquiring the shares
for investment and not with a view to their sale or distribution, and that the
shares shall be held subject to all of the terms and conditions of the Option
Agreement.
Very truly yours,
----------------------------------
Date: (Signed by the Employee or other
party duly exercising option)
<Page>
Exhibit B to Stock Option
[FORM OF NOTE IN PAYMENT OF EXERCISE PRICE OF OPTIONS]
PROMISSORY NOTE
$_____________ Date:__________
FOR VALUE RECEIVED, the undersigned (the "Payor") hereby promises to
pay to the order of TravelCenters of America LLC (the "Payee") at the principal
office of Payee in __________, _______ ON DEMAND and in any event on or before
_____, 20__ the sum of _________________ ($__________) with interest from the
date hereof on the principal amount hereof from time to time unpaid at the rate
of ___ percent (___%) per annum. Interest on the outstanding principal amount
hereof shall be due and payable monthly on the last business day of each month
in each year during the term of this Note, and at maturity commencing with the
month end immediately following the date of this Note. The Payor authorizes the
Payee to withhold such interest from his regular monthly or other salary payment
or other compensation and to apply such withheld amount to interest due hereon
and also agrees to execute such instruments and other documents as the Payee may
from time to time request to reflect such right of withholding. [The Payor shall
on ________ of each year, commencing in ______, pay an amount equal to ___
percent (___%) of the original principal amount of this Note, together with all
accrued and unpaid interest thereon.]
All payments on this Note shall be first applied against accrued but
unpaid interest to the extent thereof, and then to the outstanding principal
amount.
The Payor shall have the right to prepay the principal amount of this
Note in whole or in part at any time without penalty, but together with all
accrued but unpaid interest on the outstanding principal amount. [No such
prepayment shall affect the obligation of the Payor to make the payments
required by the last sentence of the first paragraph of this Note.]
The Payor shall pay principal, interest and other amounts under, and in
accordance with the terms of, this Note, free and clear of and without deduction
for any and all present and future taxes, levies, imposts, deductions, charges,
withholdings and all liabilities with respect thereto.
Should the indebtedness evidenced by this Note or any part thereof be
collected by legal action, or in bankruptcy, receivership or other court
proceedings, or should this Note be placed in the hands of attorneys for
collection after default, Payor agrees to pay, upon demand by the holder of this
Note, in addition to principal and interest and other sums, if any, due and
payable hereon, court costs and reasonable attorneys' fees and other reasonable
collection charges, to the maximum extent permitted by applicable law.
This Note represents the obligation of the Payor to pay on an
installment basis the balance of the purchase price of Common Shares of the
Payee to be issued to the Payor promptly after the date hereof, plus interest on
such purchase price, pursuant to a share option granted pursuant to the Share
Option Agreement dated ________, 20__ (the "Option Agreement").
<Page>
Upon the occurrence of any of the following events (an "acceleration
event"), and without limitation of the Payee's right to otherwise demand payment
of this Note at any time:
(a) Failure of the Payor to perform or observe any of his obligations
under this Note or the Option Agreement, or acceleration of the Payor's
obligation to make payment of the purchase price of the Common Shares pursuant
to the provisions of the Option Agreement; or
(b) Commencement of voluntary or involuntary proceedings in respect of
the Payor under any federal or state bankruptcy, insolvency, receivership or
other similar law; or
(c) Termination of the Payor's employment by or performance of
services, directly or indirectly, for the Payee;
then and in any such case, upon written notice by the Payee to the last known
address of the Payor, or, under the circumstances set forth in subparagraph (b)
above, automatically and without notice, the outstanding principal amount hereof
with interest accrued thereon shall thereupon become and be immediately due and
payable without presentment, demand, protest or other notice of any kind, all of
which are hereby expressly waived by the Payor.
The Payor hereby waives the presentment, demand, notice of protest and
all other demands and notices in connection with delivery, acceptance,
performance, default or enforcement hereof. No delay or omission on the part of
the holder of this Note in exercising any right hereunder shall operate as a
waiver of such right or of any other right hereunder, no course of dealing
between the Payor and the holder of this Note shall operate as a waiver of any
of the holder's rights hereunder unless set forth in a writing signed by the
holder of this Note and a waiver on any one occasion shall not be construed as a
bar to or waiver of any right on any future occasion.
Any provision of this Note to the contrary notwithstanding, changes in
or additions to this Note may be made, or compliance with any term, covenant,
agreement, condition or provision set forth herein may be omitted or waived
(either generally or in a particular instance and either retroactively or
prospectively) with, but only with, the consent in writing of the holder of this
Note and the Payor, and each such change, addition or waiver shall be binding
upon each future holder of the Note and the Payor. Any consent may be given
subject to satisfaction of conditions stated therein.
This Note shall be binding upon and shall inure to the benefit of the
Payor and the Payee and their respective successors and assigns, including,
without limitation, successors by operation of law pursuant to any merger,
consolidation or sale of assets involving any of the parties.
This Note shall be deemed to be a contract made under and to be
construed in accordance with and governed by the applicable laws (other than the
law governing conflict of law matters) of the State of Delaware.
If the last or appointed day for taking of any action required or
permitted hereby (including the payment of principal of or interest) shall be a
Saturday, Sunday or legal holiday in
-2-
<Page>
Boston, Massachusetts, or a day on which banking institutions in Boston,
Massachusetts are authorized by law or executive order to close, then such
action may be taken or such payment may be made on the next succeeding business
day for banking institutions in such city.
This Note is executed as, and shall be effective as, a sealed
instrument and shall be binding upon the estate and any successor of the Payor.
Witness:
- ---------------------------- ---------------------------
Print Name: Print Name:
-3-