TRAVELCENTERS OF AMERICA INC
EXHIBIT 10.6
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<TYPE>EX-10.6
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<FILENAME>ex10-6.txt
<DESCRIPTION>EXHIBIT 10.6
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                                                                    EXHIBIT 10.6

                               AMENDMENT NO. 1 TO

                         TRAVELCENTERS OF AMERICA, INC.

                            1997 STOCK INCENTIVE PLAN

                              W I T N E S S E T H:

         WHEREAS, the Board of Directors of TravelCenters of America, Inc., a
Delaware company (the "Company"), desires to grant options to certain officers,
directors and key employees under the TravelCenters of America, Inc. 1997 Stock
Incentive Plan (the "Plan"); and

         WHEREAS, there is an insufficient number of shares of Common Stock, par
value $.01 per share, of the Company (the "Common Stock"), available for
issuance under the Plan for the aforementioned option grants to be made; and

         WHEREAS, the Board of Directors of the Company desires that the Plan be
amended to increase the number of shares of Common Stock available for issuance
in order that the aforementioned option grants may be made; and

         WHEREAS, the Board of Directors of the Company desires that certain
other provisions of the Plan be amended; and

         WHEREAS, Section 3.1(a) permits the Board to amend the Plan without
shareholder approval except in limited circumstances absent here; and

         WHEREAS, the Board has approved the amendments to the Plan as set forth
herein.

         NOW, THEREFORE, effective as of January 1, 2000, the Plan shall be
amended as hereinafter described:

1.       Section 1.5(a) shall be amended and restated in its entirety to read as
         follows:

         "(a) Subject to Sections 2.2(c) (relating to adjustments for payments
         covering fractional shares) and 3.5 (relating to adjustments upon
         changes in capitalization), as of any date the total number of shares
         of Common Stock with respect to which options and unrelated stock
         appreciation rights may be granted under the Plan shall be equal to the
         excess (if any) of (i) 900,000 shares of Common Stock, over (ii) the
         sum of (A) the number of shares of Common Stock subject to outstanding
         options and outstanding unrelated stock appreciation rights granted
         under the Plan, (B) the number of shares previously issued pursuant to
         the exercise of


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         options granted under the Plan, and (C) the number of shares in respect
         of which related and unrelated stock appreciation rights granted under
         the Plan shall have been previously exercised. In accordance with (and
         without limitation upon) the preceding sentence, shares of Common Stock
         covered by options or unrelated stock appreciation rights granted under
         the Plan which expire, terminate, or are canceled for any reason
         whatsoever without the grantee (or the grantee's beneficiary) having
         enjoyed any of the benefits of stock ownership (other than voting
         rights or dividends that are forfeited) shall again become available
         for awards under the Plan."

2.       Section 3.11(c) shall be amended and restated in its entirety to read
         as follows::

         "(c) Except as otherwise provided in a Plan agreement (including a Plan
         agreement that provides for vesting upon a change of control as
         otherwise defined), in the event that a "Change of Control" or an "IPO"
         (as such terms are defined in Section 3.11(e) below) is effective prior
         to January 1, 2001, then upon the consummation of the Change of Control
         or IPO: (i) all outstanding options and unrelated stock appreciation
         rights granted under the Plan with respect to the calendar year in
         which such Change of Control or IPO is effective (including any such
         awards which were granted with respect to a prior calendar year and
         which did not then vest and become exercisable, which were regranted
         with respect to the calendar year in which such Change of Control or
         IPO is effective) to the "Eligible Grantees" (as defined below) shall
         immediately become fully vested and exercisable and (ii) any options
         and unrelated stock appreciation rights granted under the Plan to each
         Eligible Grantee with respect to each calendar year after the calendar
         year in which such Change of Control or IPO is effective, as evidenced
         by a Plan agreement executed by the Eligible Grantee shall immediately
         be granted and become fully vested and exercisable. Except as otherwise
         provided in a Plan agreement (including a Plan agreement that provides
         for vesting upon a change of control as otherwise defined), the option
         price for each such option (and the appreciation base for each such
         unrelated stock appreciation right) described in clause (ii) in the
         preceding sentence shall be the option exercise price for the most
         recent option granted under the Plan in the event of a Change of
         Control, or the price per share at which shares of Common Stock are
         offered in the IPO in the event of an IPO. The term "Eligible Grantee"
         means an individual who has been granted an award under the Plan and
         who remains actively employed by the Company or its Affiliates on the
         effective date of the Change of Control or IPO. Except as otherwise
         provided in a Plan agreement (including a Plan agreement that provides
         for vesting upon a change of control as otherwise defined), there shall
         be no acceleration of the grant, vesting or exercisability of any award
         under the Plan if a Change of Control or IPO becomes effective after
         December 31, 2000. A Change of Control or IPO shall not cause any award
         granted under the Plan with respect to any calendar year prior to the
         calendar year in which the Change of Control or IPO becomes effective
         to become further vested or exercisable."



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3.       Section 3.11(e) shall be amended and restated in its entirety as
         follows:

         "(e) Except as otherwise provided in a Plan agreement, the following
         terms shall have the meanings ascribed to them as set forth in this
         Section 3.11(e). The term "Change of Control" means either (i) a person
         or "group" within the meaning of section 13(d)(3) of the Act but
         excluding any underwriter participating in a public offering of the
         Company's securities) acquiring or having beneficial ownership of
         securities (including options, warrants, rights and convertible and
         exchangeable securities) having a majority of the ordinary voting power
         of the capital stock of the Company (assuming exercise or conversion
         solely of the securities held by such person or group), (ii) the
         election of a majority of the directors of the Company who are not
         currently directors of the Company and are not designated or approved
         by a majority of the Company's current directors or their designated or
         approved successors, or (iii) any sale, lease, exchange or other
         transfer (in one transaction or a series of related transactions) of
         all, or substantially all, of the assets of the Company. The term "IPO"
         means an offering of Common Stock of the Company registered under the
         Securities Act of 1933, as amended from time to time, or any successor
         act. The term "Permanent Disability" means the physical or mental
         inability of the grantee to perform, consistent with past practice, the
         grantee's duties (including such duties as specified in any employment
         agreement) for at least 12 consecutive months. The term "Good Reason"
         means a resignation by the grantee as a result of one or both of the
         following events: (i) a material reduction in the grantee's aggregate
         compensation, duties or title with respect to the Company or any of its
         Affiliates (other than nonsubstantive, titular or nominal changes); or
         (ii) a material breach of any employment agreement of the grantee by
         the Company or any of its Affiliates unless such breach is
         substantially cured within a reasonable period of time after written
         notice advising the Company of the acts or omissions constituting such
         breach is actually received by the Company in accordance with the
         notice provisions of such employment agreement. The term "Indebtedness"
         means any amount borrowed by a grantee from the Company in connection
         with a purchase by the grantee of Common Stock."




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