Common use of Any Termination Clause in Contracts

Any Termination. If the Executive’s employment with the REIT terminates for any reason, the Executive shall be entitled to any Accrued Salary. The Executive shall have no rights or claims against the DiamondRock Group except to receive the payments and benefits described in this Section 3. The REIT shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s rights under any employee benefit plan of the REIT in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. None of the benefits described in this Section 3 (other than Accrued Salary) will be payable unless the Executive has signed a general release which has become irrevocable, satisfactory to the REIT in the reasonable exercise of its discretion, releasing the DiamondRock Group, its affiliates including the REIT, and their officers, directors and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment. In addition, the benefits described in this Section 3 (other than Accrued Salary) are conditioned upon the Executive’s ongoing compliance with his/her restrictions, covenants and promises under Sections 4, 5, 6 and 7 below (as applicable). In addition, in the event the Executive’s termination of employment occurs in connection with or following a Change in Control, then: (i) In the event that any payment made pursuant to Section 3 hereof or any insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to the Executive under this Agreement or otherwise (the “Severance Payments”), (1) constitute “parachute payments” within the meaning of Section 280G (as it may be amended or replaced) of the Internal Revenue Code of 1986, as amended (the “Code”) (“Parachute Payments”); (2) are subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the Code (the “Excise Tax”); and (3) exceed the Threshold Amount by 10% or more, then the REIT shall pay to the Executive an additional amount (the “Gross-Up Amount”) such that the net benefits retained by the Executive after the deduction of the Excise Tax (including interest and penalties) and any federal, or local income and employment taxes (including interest and penalties) upon the Gross-Up Amount shall be equal to the benefits that would have been delivered hereunder had the Excise Tax not been applicable and the Gross-Up Amount not been paid. (ii) In the event that the Severance Payments (1) constitute Parachute Payments; (2) are subject to the Excise Tax; and (3) exceed the Threshold Amount by less than 10%, then the benefits payable under this Agreement shall be reduced (but not below zero) to the extent necessary so that the Severance Payments shall not exceed the Threshold Amount. To the extent that there is more than one method of reducing the Severance Payments to bring them within the Threshold Amount, Executive shall determine which method shall be followed; provided that if Executive fails to make such determination within 15 days after the REIT has sent Executive written notice of the need for such reduction, the REIT may determine the amount of such reduction in its sole discretion.

Any Termination. If the Executive’s 's employment with the REIT terminates for any reason, the Executive shall be entitled to any Accrued Salary. The Executive shall have no rights or claims against the DiamondRock Group except to receive the payments and benefits described in this Section 3. The REIT shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s 's rights under any employee benefit plan of the REIT in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. None of the benefits described in this Section 3 (other than Accrued Salary) will be payable unless the Executive has signed a general release which has become irrevocable, satisfactory to the REIT in the reasonable exercise of its discretion, releasing the DiamondRock Group, its affiliates including the REIT, and their officers, directors and employees, from any and all claims or potential claims arising from or related to the Executive’s 's employment or termination of employment. In addition, the benefits described in this Section 3 (other than Accrued Salary) are conditioned upon the Executive’s 's ongoing compliance with his/her restrictions, covenants and promises under Sections 4, 5, 6 and 7 below (as applicable). In addition, in the event the Executive’s 's termination of employment occurs in connection with or following a Change in Control, then: (i) In the event that any payment made pursuant to Section 3 hereof or any insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to the Executive under this Agreement or otherwise (the “Severance Payments”), (1) constitute “parachute payments” within the meaning of Section 280G (as it may be amended or replaced) of the Internal Revenue Code of 1986, as amended (the “Code”) (“Parachute Payments”); (2) are subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the Code (the “Excise Tax”); and (3) exceed the Threshold Amount by 10% or more, then the REIT shall pay to the Executive an additional amount (the “Gross-Up Amount”) such that the net benefits retained by the Executive after the deduction of the Excise Tax (including interest and penalties) and any federal, or local income and employment taxes (including interest and penalties) upon the Gross-Up Amount shall be equal to the benefits that would have been delivered hereunder had the Excise Tax not been applicable and the Gross-Up Amount not been paid. (ii) In the event that the Severance Payments (1) constitute Parachute Payments; (2) are subject to the Excise Tax; and (3) exceed the Threshold Amount by less than 10%, then the benefits payable under this Agreement shall be reduced (but not below zero) to the extent necessary so that the Severance Payments shall not exceed the Threshold Amount. To the extent that there is more than one method of reducing the Severance Payments to bring them within the Threshold Amount, Executive shall determine which method shall be followed; provided that if Executive fails to make such determination within 15 days after the REIT has sent Executive written notice of the need for such reduction, the REIT may determine the amount of such reduction in its sole discretion.

Any Termination. To the extent applicable, the Executive shall be deemed to have resigned from all officer and board member positions that the Executive holds with the REIT or any of its respective subsidiaries or affiliates upon the termination of the Executive’s employment for any reason. If the Executive’s employment with the REIT terminates for any reason, the Executive shall be entitled to any Accrued Salary. The Executive shall have no rights or claims against the DiamondRock Group except to receive the payments and benefits described in this Section 3. The REIT shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s rights under any employee benefit plan of the REIT in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. None of the benefits described in this Section 3 (other than Accrued Salary) will be payable unless the Executive has signed a separation agreement (the “Separation Agreement”), including without limitation a general release which has become irrevocable, satisfactory to the REIT in the reasonable exercise of its discretion, releasing the DiamondRock Group, its affiliates including the REIT, and their officers, directors and employees, from any and all claims or ACTIVE/128953549.4 potential claims arising from or related to the Executive’s employment or termination of employmentemployment and has resigned from any board member position that the Executive holds with the REIT or any of its respective subsidiaries or affiliates. In addition, the benefits described in this Section 3 (other than Accrued Salary) are conditioned upon the Executive’s ongoing compliance with his/her restrictions, covenants and promises under Sections 4, 5, 6 6, 7, 9 and 7 11(e) below (as applicable). In additionNotwithstanding anything herein to the contrary, in order to effectuate the event accelerated vesting contemplated by this Section 3, the unvested portion of the Executive’s termination unvested time-based restricted stock awards and LTIP Units (as defined in the Amended and Restated Agreement of employment occurs in connection with or following a Change in Control, then: Limited Partnership of DiamondRock Hospitality Limited Partnership) that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (iA) In the event that any payment made pursuant to Section 3 hereof or any insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to effective date of the Executive under this Separation Agreement or otherwise (at which time acceleration will occur) (the “Severance PaymentsAccelerated Vesting Date”), or (1B) constitute “parachute payments” within the meaning of Section 280G date that the Separation Agreement can no longer become fully effective (as it may be amended or replaced) at which time the unvested portion of the Internal Revenue Code of 1986Executive’s time-based restricted stock awards and LTIP Units will be forfeited). Notwithstanding the foregoing, as amended (the “Code”) (“Parachute Payments”); (2) are subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) no additional time-based vesting of the Code (Executive’s time-based restricted stock awards and LTIP Units shall occur during the “Excise Tax”); and (3) exceed period between the Threshold Amount by 10% or more, then the REIT shall pay to the Executive an additional amount (the “Gross-Up Amount”) such that the net benefits retained by the Executive after the deduction Date of the Excise Tax (including interest and penalties) and any federal, or local income and employment taxes (including interest and penalties) upon the Gross-Up Amount shall be equal to the benefits that would have been delivered hereunder had the Excise Tax not been applicable Termination and the Gross-Up Amount not been paidAccelerated Vesting Date. (ii) In the event that the Severance Payments (1) constitute Parachute Payments; (2) are subject to the Excise Tax; and (3) exceed the Threshold Amount by less than 10%, then the benefits payable under this Agreement shall be reduced (but not below zero) to the extent necessary so that the Severance Payments shall not exceed the Threshold Amount. To the extent that there is more than one method of reducing the Severance Payments to bring them within the Threshold Amount, Executive shall determine which method shall be followed; provided that if Executive fails to make such determination within 15 days after the REIT has sent Executive written notice of the need for such reduction, the REIT may determine the amount of such reduction in its sole discretion.

Any Termination. To the extent applicable, the Executive shall be deemed to have resigned from all officer and board member positions that the Executive holds with the REIT or any of its respective subsidiaries or affiliates upon the termination of the Executive’s employment for any reason. If the Executive’s employment with the REIT terminates for any reason, the Executive shall be entitled to any Accrued Salary. The Executive shall have no rights or claims against the DiamondRock Group except to receive the payments and benefits described in this Section 3. The REIT shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination ACTIVE/128953549.6 shall not adversely affect or alter Executive’s rights under any employee benefit plan of the REIT in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. None of the benefits described in this Section 3 (other than Accrued Salary) will be payable unless the Executive has signed a separation agreement (the “Separation Agreement”), including without limitation a general release which has become irrevocable, satisfactory to the REIT in the reasonable exercise of its discretion, releasing the DiamondRock Group, its affiliates including the REIT, and their officers, directors and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employmentemployment and has resigned from any board member position that the Executive holds with the REIT or any of its respective subsidiaries or affiliates. In addition, the benefits described in this Section 3 (other than Accrued Salary) are conditioned upon the Executive’s ongoing compliance with his/her restrictions, covenants and promises under Sections 4, 5, 6 6, 7, 9 and 7 11(e) below (as applicable). In additionNotwithstanding anything herein to the contrary, in order to effectuate the event accelerated vesting contemplated by this Section 3, the unvested portion of the Executive’s termination unvested time-based restricted stock awards and LTIP Units (as defined in the Amended and Restated Agreement of employment occurs in connection with or following a Change in Control, then: Limited Partnership of DiamondRock Hospitality Limited Partnership) that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (iA) In the event that any payment made pursuant to Section 3 hereof or any insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to effective date of the Executive under this Separation Agreement or otherwise (at which time acceleration will occur) (the “Severance PaymentsAccelerated Vesting Date”), or (1B) constitute “parachute payments” within the meaning of Section 280G date that the Separation Agreement can no longer become fully effective (as it may be amended or replaced) at which time the unvested portion of the Internal Revenue Code of 1986Executive’s time-based restricted stock awards and LTIP Units will be forfeited). Notwithstanding the foregoing, as amended (the “Code”) (“Parachute Payments”); (2) are subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) no additional time-based vesting of the Code (Executive’s time-based restricted stock awards and LTIP Units shall occur during the “Excise Tax”); and (3) exceed period between the Threshold Amount by 10% or more, then the REIT shall pay to the Executive an additional amount (the “Gross-Up Amount”) such that the net benefits retained by the Executive after the deduction Date of the Excise Tax (including interest and penalties) and any federal, or local income and employment taxes (including interest and penalties) upon the Gross-Up Amount shall be equal to the benefits that would have been delivered hereunder had the Excise Tax not been applicable Termination and the Gross-Up Amount not been paidAccelerated Vesting Date. (ii) In the event that the Severance Payments (1) constitute Parachute Payments; (2) are subject to the Excise Tax; and (3) exceed the Threshold Amount by less than 10%, then the benefits payable under this Agreement shall be reduced (but not below zero) to the extent necessary so that the Severance Payments shall not exceed the Threshold Amount. To the extent that there is more than one method of reducing the Severance Payments to bring them within the Threshold Amount, Executive shall determine which method shall be followed; provided that if Executive fails to make such determination within 15 days after the REIT has sent Executive written notice of the need for such reduction, the REIT may determine the amount of such reduction in its sole discretion.

Any Termination. If the Executive’s 's employment with the REIT Company terminates for any reason, the Executive shall be entitled to any Accrued Salary. The Executive shall have no rights or claims against the DiamondRock Group Company except to receive the payments and benefits described in this Section 3. The REIT Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s 's accrued rights under any employee benefit plan of the REIT Company in which Executive, at the Date of Termination, has a vested interest, including unreimbursed business expenses, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant theretothereto (the “Accrued Benefits”). None of the benefits described in this Section 3 (other than Accrued SalarySalary and the Accrued Benefits) will be payable unless the Executive has signed a and not revoked no later than the thirtieth day following the Date of Termination the general release which has become irrevocable, satisfactory to the REIT in the reasonable exercise of its discretion, releasing the DiamondRock Group, its affiliates including the REIT, and their officers, directors and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment. attached hereto as Exhibit A. In addition, the benefits described in this Section 3 (other than Accrued SalarySalary and the Accrued Benefits) are conditioned upon the Executive’s 's ongoing compliance with his/her his restrictions, covenants and promises under Sections 4, 5, 6 and 7 below (as applicable)below. In additionAnything in this Agreement to the contrary notwithstanding, in the event a nationally recognized independent accounting firm designated by the Company and reasonably acceptable to Executive (the “Accounting Firm”) shall determine that receipt of all payments or distributions by the Company and any subsidiary and each of their respective affiliates in the nature of compensation to or for Executive’s termination of employment occurs in connection with 's benefit, whether paid or following a Change in Control, then: (i) In the event that any payment made payable pursuant to Section 3 hereof or any insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to the Executive under this Agreement or otherwise (the a “Severance PaymentsPayment”), (1) constitute “parachute payments” within would subject Executive to the meaning of excise tax under Section 280G (as it may be amended or replaced) 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Accounting Firm shall determine as required below in this Section 3(a) whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Parachute Agreement Payments”); (2) are subject to the excise tax imposed Reduced Amount (as defined in Section 3(a)(iv)). The Agreement Payments shall be reduced to the Reduced Amount only if the Accounting Firm determines that Executive would have a greater Net After-Tax Receipt (as defined in Section 3(a)(iv)) of aggregate Payments if Executive's Agreement Payments were so reduced. If the Accounting Firm determines that Executive would not have a greater Net After-Tax Receipt of aggregate Payments if Executive's Agreement Payments were so reduced, then Executive shall receive all Agreement Payments to which Executive is entitled. If the Accounting Firm determines that aggregate Agreement Payments should be reduced to the Reduced Amount, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 3(a) shall be binding upon the Company and Executive (absent manifest error) and shall be made as soon as reasonably practicable and in no event later than fifteen (15) days following the date of Executive's termination. For purposes of reducing the Agreement Payments to the Reduced Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall first be made by first reducing or eliminating those payments or benefits which are payable in cash and then by reducing or eliminating payments which are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from date of Executive's termination, but with regard to equity awards always first reducing or eliminating benefits under performance-vesting awards before time-vesting awards. For this purpose, where multiple payments or benefits are to be paid at the same time, they shall be reduced or eliminated on a pro rata basis. As a result of the uncertainty in the application of Section 4999 (as it may be amended or replaced) of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement which should not have been so paid or distributed (an “Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement which should have been so paid or distributed (an “Excise TaxUnderpayment”); and (3) exceed , in each case consistent with the Threshold Amount by 10% or more, then the REIT shall pay to the Executive an additional amount (the “Gross-Up Amount”) such that the net benefits retained by the Executive after the deduction calculation of the Excise Tax (including interest and penalties) and any federal, or local income and employment taxes (including interest and penalties) upon the Gross-Up Reduced Amount shall be equal to the benefits that would have been delivered hereunder had the Excise Tax not been applicable and the Gross-Up Amount not been paid. (ii) hereunder. In the event that the Severance Payments (1) constitute Parachute Payments; (2) are subject Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or Executive which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, Executive shall pay any such Overpayment to the Excise TaxCompany together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; and (3) exceed the Threshold Amount by less than 10%provided, then the benefits payable under this Agreement however, that no amount shall be reduced (but not below zero) payable by Executive to the Company if and to the extent necessary so such payment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Severance Payments shall not exceed the Threshold Amount. To the extent Accounting Firm, based upon controlling precedent or substantial authority, determines that there is more than one method of reducing the Severance Payments to bring them within the Threshold Amountan Underpayment has occurred, Executive shall determine which method any such Underpayment shall be followed; paid promptly (and in no event later than sixty (60) days following the date on which the Underpayment is determined) by the Company to or for the benefit of Executive together with interest at the applicable federal rate provided that if Executive fails to make such determination within 15 days after the REIT has sent Executive written notice for in Section 7872(f)(2) of the need Code). The following terms shall have the following meanings for such reduction, the REIT may determine the amount purposes of such reduction in its sole discretion.this Section 3(a):

Any Termination. To the extent applicable, the Executive shall be deemed to have resigned from all officer and board member positions that the Executive holds with the REIT or any of its respective subsidiaries or affiliates upon the termination of the Executive’s employment for any reason. If the Executive’s employment with the REIT terminates for any reason, the Executive shall be entitled to any Accrued Salary. The Executive shall have no rights or claims against the DiamondRock Group except to receive the payments and benefits described in this Section 3. The REIT shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s rights under any employee benefit plan of the REIT in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. ACTIVE/128953553.6 None of the benefits described in this Section 3 (other than Accrued Salary) will be payable unless the Executive has signed a separation agreement (the “Separation Agreement”), including without limitation a general release which has become irrevocable, satisfactory to the REIT in the reasonable exercise of its discretion, releasing the DiamondRock Group, its affiliates including the REIT, and their officers, directors and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employmentemployment and has resigned from any board member position that the Executive holds with the REIT or any of its respective subsidiaries or affiliates. In addition, the benefits described in this Section 3 (other than Accrued Salary) are conditioned upon the Executive’s ongoing compliance with his/her restrictions, covenants and promises under Sections 4, 5, 6 6, 7, 9 and 7 11(e) below (as applicable). In additionNotwithstanding anything herein to the contrary, in order to effectuate the event accelerated vesting contemplated by this Section, the unvested portion of the Executive’s termination unvested time-based restricted stock awards and LTIP Units (as defined in the Amended and Restated Agreement of employment occurs in connection with or following a Change in Control, then: Limited Partnership of DiamondRock Hospitality Limited Partnership) that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (iA) In the event that any payment made pursuant to Section 3 hereof or any insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to effective date of the Executive under this Separation Agreement or otherwise (at which time acceleration will occur) (the “Severance PaymentsAccelerated Vesting Date”), or (1B) constitute “parachute payments” within the meaning of Section 280G date that the Separation Agreement can no longer become fully effective (as it may be amended or replaced) at which time the unvested portion of the Internal Revenue Code of 1986Executive’s time-based restricted stock awards and LTIP Units will be forfeited). Notwithstanding the foregoing, as amended (the “Code”) (“Parachute Payments”); (2) are subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) no additional time-based vesting of the Code (Executive’s time-based restricted stock awards and LTIP Units shall occur during the “Excise Tax”); and (3) exceed period between the Threshold Amount by 10% or more, then the REIT shall pay to the Executive an additional amount (the “Gross-Up Amount”) such that the net benefits retained by the Executive after the deduction Date of the Excise Tax (including interest and penalties) and any federal, or local income and employment taxes (including interest and penalties) upon the Gross-Up Amount shall be equal to the benefits that would have been delivered hereunder had the Excise Tax not been applicable Termination and the Gross-Up Amount not been paidAccelerated Vesting Date. (ii) In the event that the Severance Payments (1) constitute Parachute Payments; (2) are subject to the Excise Tax; and (3) exceed the Threshold Amount by less than 10%, then the benefits payable under this Agreement shall be reduced (but not below zero) to the extent necessary so that the Severance Payments shall not exceed the Threshold Amount. To the extent that there is more than one method of reducing the Severance Payments to bring them within the Threshold Amount, Executive shall determine which method shall be followed; provided that if Executive fails to make such determination within 15 days after the REIT has sent Executive written notice of the need for such reduction, the REIT may determine the amount of such reduction in its sole discretion.

Any Termination. To the extent applicable, the Executive shall be deemed to have resigned from all officer and board member positions that the Executive holds with the REIT or any of its respective subsidiaries or affiliates upon the termination of the Executive’s employment for any reason. If the Executive’s employment with the REIT terminates for any reason, the Executive shall be entitled to any Accrued Salary. The Executive shall have no rights or claims against the DiamondRock Group except to receive the payments and benefits described in this Section 3. The REIT shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s rights under any employee benefit plan of the REIT in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. ACTIVE/128953555.6 None of the benefits described in this Section 3 (other than Accrued Salary) will be payable unless the Executive has signed a separation agreement (the “Separation Agreement”), including without limitation a general release which has become irrevocable, satisfactory to the REIT in the reasonable exercise of its discretion, releasing the DiamondRock Group, its affiliates including the REIT, and their officers, directors and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employmentemployment and has resigned from any board member position that the Executive holds with the REIT or any of its respective subsidiaries or affiliates. In addition, the benefits described in this Section 3 (other than Accrued Salary) are conditioned upon the Executive’s ongoing compliance with his/her restrictions, covenants and promises under Sections 4, 5, 6 6, 7, 9 and 7 11(e) below (as applicable). In additionNotwithstanding anything herein to the contrary, in order to effectuate the event accelerated vesting contemplated by this Section 3, the unvested portion of the Executive’s termination unvested time-based restricted stock awards and LTIP Units (as defined in the Amended and Restated Agreement of employment occurs in connection with or following a Change in Control, then: Limited Partnership of DiamondRock Hospitality Limited Partnership) that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (iA) In the event that any payment made pursuant to Section 3 hereof or any insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to effective date of the Executive under this Separation Agreement or otherwise (at which time acceleration will occur) (the “Severance PaymentsAccelerated Vesting Date”), or (1B) constitute “parachute payments” within the meaning of Section 280G date that the Separation Agreement can no longer become fully effective (as it may be amended or replaced) at which time the unvested portion of the Internal Revenue Code of 1986Executive’s time-based restricted stock awards and LTIP Units will be forfeited). Notwithstanding the foregoing, as amended (the “Code”) (“Parachute Payments”); (2) are subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) no additional time-based vesting of the Code (Executive’s time-based restricted stock awards and LTIP Units shall occur during the “Excise Tax”); and (3) exceed period between the Threshold Amount by 10% or more, then the REIT shall pay to the Executive an additional amount (the “Gross-Up Amount”) such that the net benefits retained by the Executive after the deduction Date of the Excise Tax (including interest and penalties) and any federal, or local income and employment taxes (including interest and penalties) upon the Gross-Up Amount shall be equal to the benefits that would have been delivered hereunder had the Excise Tax not been applicable Termination and the Gross-Up Amount not been paidAccelerated Vesting Date. (ii) In the event that the Severance Payments (1) constitute Parachute Payments; (2) are subject to the Excise Tax; and (3) exceed the Threshold Amount by less than 10%, then the benefits payable under this Agreement shall be reduced (but not below zero) to the extent necessary so that the Severance Payments shall not exceed the Threshold Amount. To the extent that there is more than one method of reducing the Severance Payments to bring them within the Threshold Amount, Executive shall determine which method shall be followed; provided that if Executive fails to make such determination within 15 days after the REIT has sent Executive written notice of the need for such reduction, the REIT may determine the amount of such reduction in its sole discretion.