December 16, 2009 Confidential Dear Michael:

Exhibit 10.2

December 16, 2009

Confidential

Dear Xxxxxxx:

As we have discussed, DiamondRock Hospitality Company (the “Company”) has made the decision to terminate your employment with the Company effective December 31, 2009. In accordance with the terms of that certain Severance Agreement dated March 9, 2007 by and between you and the Company (the “Severance Agreement”), you shall be entitled to severance payments and benefits to be provided in connection with a termination without Cause, as set out more fully below, conditioned upon your execution of this agreement and general release (the “Agreement”) and good faith cooperation throughout, as contemplated in Section 3(a) of the Severance Agreement.

Effective December 31, 2009, you are to cease all efforts on behalf of the Company, except as the Company requires your assistance in accordance with your obligations under Section 8(e) of the Severance Agreement (captioned Litigation and Regulatory Cooperation. Furthermore, as of December 31, 2009, you are not to hold yourself out as an employee, agent, or authorized representative of the Company, or negotiate or enter into any agreements on behalf of the Company or otherwise bind the Company.

In accordance with the terms of the Severance Agreement, the Company is prepared to offer you the following severance package, contingent upon your agreement with the following terms and with your execution of this Agreement:

Your last day of employment with the Company will be December 31, 2009, and you will be paid your accrued and unpaid 2009 base salary through that day.

The Company also will pay you the amount of $200,244.00, less all lawful deductions, which represents a pro-rata target bonus for the 2009 fiscal year, calculated based on the target bonus for this fiscal year, in accordance with Section 3(b)(i) of the Severance Agreement.

In addition, pursuant to Section 3(b)(ii) of the Severance Agreement, the Company will pay you the sum of $1,007,288.00, less all lawful deductions, which represents two times the sum of (A) your current base salary ($303,400 per year), and (B) your target bonus for this year. Subject to the eight day waiting period, this sum will not be paid to you until January 15, 2010, and this sum will be paid to you in one lump sum. Your severance check(s) will be mailed to you at your home address, unless you request otherwise in writing.

You will be reimbursed for all ordinary and necessary reasonable business related expenses incurred by you prior to December 31, 2009. You must submit your request for reimbursement for these expenses, accompanied by proper documentation, to Xxxx Xxxxxxx on or before January 15, 2010.

Your health insurance coverage will continue through December 31, 2009. Thereafter, you may be eligible to continue your health insurance coverage for an additional period of time under COBRA or its Maryland state law counterpart (COBRA). This health insurance continuation coverage will be at your own expense, subject to the provisions of the American Recovery and Reinvestment Act of 2009 (as applicable). We will provide you with further details on these conversion/continuation rights in a separate document. Provided that you meet the eligibility requirements for health insurance continuation coverage and the terms and conditions for such insurance coverage, the Company shall continue to contribute toward your health insurance continuation coverage premiums for the period of eighteen (18) months subsequent to December 31, 2009 (the “COBRA Coverage Period”). If this coverage becomes unavailable to you or the Company’s insurer refuses to cover you for any reason during the COBRA Coverage Period, the Company will pay you monthly an amount equal to the Company’s premiums for its health insurance plan(s), after reduction for income and employment taxes, for the remainder of the COBRA Coverage Period. In addition, the Company will, for the full COBRA Coverage Period, either (i) to the extent permissible (and without the Company’s incurring an obligation to pay excise taxes) under the applicable rules for health savings accounts, continue to make the monthly employer contributions (as it may be increased for comparable active employees) to your health savings account (“HSA”) that it was making at the time of your termination or (ii) for periods in which a payment under Section 5(i) above is not deemed reasonably feasible, pay you monthly a cash payment that is equal to the amount of the contribution described in Section 5(i) grossed up for federal and state income taxes (which are assumed to be payable at the highest marginal rates of taxation).

During your employment, you received a number of grants of common stock. Currently, you have 197,951 unvested shares of the company’s common stock. Pursuant to the terms of your Severance Agreement, as of the Effective Date of this Agreement you shall vest in 100% of the unvested shares. Except as expressly provided herein, your ownership in these unvested shares shall be subject to the terms and conditions set forth in the Restricted Stock Agreement.

In connection with your employment, you became eligible to receive a grant of 25,176 Stock Appreciation Rights from the Company pursuant to that certain Stock Settled Stock Appreciation Rights Agreement Under the DiamondRock Hospitality Company 2004 Stock Option and Incentive Plan dated March 4, 2008 (the “Stock Appreciation Rights Agreement”), subject to vesting over a three (3) year period. The Company, pursuant to its discretion under the Stock Appreciation Rights Agreement, agrees to allow for the vesting of all your currently unvested Stock Appreciation Rights. However, the Company will not extend the time period you have to exercise the Stock Appreciation Rights beyond three months after your termination from the Company.

Pursuant to the Dividend Equivalent Rights Agreement under the DiamondRock Hospitality Company 2004 Stock Option and Incentive Plan dated March 4, 2008 (the “DER” or “Dividend Equivalent Rights Agreement”), you received a grant of 25,176 DER options. The Company, pursuant to its discretion under the Dividend Equivalent Rights Agreement, agrees to allow for the vesting of all your currently unvested DER options.

You will have no further right to participate in the Company’s Retirement Income Plan (the pension plan) or 401(k) plan; however, any vested rights in these plans that you currently have shall not be affected by this Agreement, including any matching funds through the date of termination.

10.

The Company will not contest any claim you may file for unemployment compensation. Nothing in this Agreement shall preclude the Company from making truthful disclosures required by law.

11.

You acknowledge and agree that the terms set forth above include compensation you would not be entitled to receive absent your execution of this Agreement. Furthermore, you acknowledge that, except as expressly set forth above, after today, you will be entitled to no other or further compensation, remuneration or benefits from Company, and any payments made to you, as noted above, shall, of course, be less all applicable taxes and other deductions required by law.

12.

You agree that you will return to the Company any and all Company property in your possession, including, but not limited to, software programs, other Company equipment, tools, technical materials, client lists, marketing information, pricing information, cellular phones, PDA/BlackBerry, personnel materials or files, handbooks, manuals, policies, memoranda, notes, and drafts thereof, and any other documents or property (and any summaries, excerpts or copies thereof), unfinished versions or reproductions of any items developed by you and/or obtained by you or on your behalf, directly or indirectly, pursuant to your employment with the Company. You may keep the Company-issued iPhone and laptop computer, but must remove all Company property before the termination date.

13.

You acknowledge that this Agreement is a full and accurate embodiment of the understanding between the parties and that it supersedes any prior agreements or understandings made by the parties, except the Severance Agreement (including but not limited to the Non-Competition, Non-Disparagement, Non-Solicitation of Employees and Litigation and Regulatory Cooperation provisions of the Severance Agreement), which will remain in effect subsequent to the execution of this Agreement. (The Severance Agreement is attached hereto.) The terms of this Agreement may not be modified, except by mutual consent of the parties. Any and all modifications must be reduced to writing and signed by the parties to be effective.

14.

In keeping with our intent to allow for an amicable separation, and in consideration of the consideration being provided to you, you release the Company of and from any and all claims, causes of action, demands, obligations, agreements, promises, liability, damages, costs and/or fees arising out of or relating to your employment, including your separation from employment, to the greatest extent permitted under the applicable law. By this paragraph, you are waiving any claims which may exist against the Company, DiamondRock Hospitality Limited Partnership, any other members of the DiamondRock Group (as defined in the Severance Agreement), their directors, officers, employees, attorneys, agents, insurers and all other related or affiliated persons, firms or entities (the “Releasees”). This includes all rights and obligations under any federal, state or local laws pertaining to employment, including, but not limited to, all employment discrimination laws, such as the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Employee Retirement Income Security Act (ERISA), the National Labor Relations Act, the health benefit provisions of the Consolidated Omnibus Budget Reconciliation Act (COBRA, or its Maryland state law counterpart (Maryland Insurance Law Article § 15-409, and the Code of Maryland Regulations (COMAR) § 31.11.04), the Maryland Human Relations Commission Act (MHRCA) — Maryland State Government Code, §§ 20-101 et seq., any regulations thereunder, and any human rights law of any Maryland county or municipality, the Maryland Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers’ Compensation Claim — Md. Labor & Employment Code § 9-1105, the Maryland Equal Pay Law — Md. Labor & Employment Code § 3-301 et seq., the Maryland Adoption Leave Law — Md. Labor & Employment Code §§ 3-801 and 3-802, Maryland Medical Information Bias Law — Md. Labor & Employment Code § 5-604, the Maryland Military Leave Law — Md. Public Safety Code § 13-705, the Maryland law protecting witnesses, jurors and victims who attend court proceedings, Md. Courts and Judicial Proceedings Code §§ 8-105, 9-205, the Maryland Day of Rest Law — Md. Labor & Employment Code § 3-704, the Maryland Wage and Hour Laws — Md. Labor & Employment Code §§ 3-401 et seq. and 3-501 et seq., Maryland Occupational Safety & Health Act, as amended — Md. Labor & Employment Code § 5-101 et seq., the Maryland Flexible Leave Act, Md. Labor & Employment Code § 3-801 et seq., the Maryland Pay Disparity Act, Md. Labor & Employment Code § 3-305, retaliatory discharge, breach of employment contract, conspiracy, fraud, negligence (including negligent hiring and retention), prima facie tort, defamation, negligent or intentional infliction of emotional distress, implied contracts or implied covenants of good faith and fair dealing, and any and all other federal, state and local statutes, cases, authorities or laws (including common law) providing a cause of action that can be the subject of a release under applicable law. THIS IS A GENERAL RELEASE. Nothing in this release shall be construed to waive any claims that cannot be waived as a matter of law or to waive any right to file an administrative charge that cannot be waived as a matter of law. This general release does not waive any rights or claims that may arise after the date the waiver is executed. Furthermore, nothing in this paragraph will affect the ability of either party to enforce rights or entitlements specifically provided for under this Agreement as set forth above. Naturally, the Company’s obligations under this Agreement are contingent upon your compliance with all terms and conditions provided for herein. A legal challenge to the validity of your release of claims under the Age Discrimination in Employment Act in this Agreement will not be considered a breach of this Agreement; provided, however, that the severance benefits paid to you under this Agreement may serve as restitution, recoupment, and/or setoff in the event you prevail on the merits of such claim.

15.

You acknowledge and agree that, as a condition of this Agreement, you expressly release all rights and claims against the Company that you know about as well as those claims you may not know about. For the purpose of implementing a full and complete release and discharge of the Releasees, you expressly acknowledge that this Agreement is intended to include and does include in its effect, without limitation, all claims which you do not know or suspect to exist in you against the Releasees, and that this Agreement contemplates the extinguishment of any such claim or claims.

16.

You affirm that you have in the past and will continue to comply with your obligation under paragraph 4 of your Severance Agreement dated March 9, 2007, related to Non-Disparagement. That agreement provides as follows: “The Executive agrees that he/she will not, whether during or after the Executive’s employment with the REIT, make any statement, orally or in writing, regardless of whether such statement is truthful, nor take any action, that (a) in any way could disparage the DiamondRock Group or any officers, executives, directors, partners, managers, members, principals, employees, representatives, or agents of the DiamondRock Group, or which foreseeably could or reasonably could be expected to harm the reputation or goodwill of any of those persons or entities, or (b) in any way, directly or indirectly, could knowingly cause, encourage or condone the making of such statements or the taking of such actions by anyone else.”

17.

This Agreement will be interpreted and enforced in accordance with Maryland law.

18.

If any covenant or provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by reason of any rule of law, administrative order, judicial decision or public policy, that covenant or provision shall be deemed stricken, and all other covenants and provisions in this Agreement shall, nevertheless, remain in full force and effect.

19.

To the extent that the payments or benefits being provided under this Agreement would have the potential to trigger any penalty under Section 409A of the Internal Revenue Code, the Company shall refrain from making any payment hereunder before the date that is six (6) months after the date you separate from service, as necessary to avoid incurring any penalty under Section 409A.

20.

In accordance with Section 8(e) of the Severance Agreement, you agree to comply with Section 8(e) of the Severance Agreement.

Please read the above carefully, and seek counsel from family members, friends, or attorneys if you believe it is appropriate. If you need clarification of any of the above provisions, please let me know.

In accordance with the Older Workers Benefits Protection Act, we will hold this offer open for twenty-one (21) days from the date of this Agreement, although we would hope to conclude this matter as quickly as possible. In addition, you may revoke this Agreement at any time within seven (7) days after it is signed by you. Any revocation must be in writing and delivered to the Company within eight (8) days of signing this Agreement to be effective. Any revocations should be transmitted to Xxxx Xxxxxxx, Executive Vice President, Chief Financial Officer and Treasurer, at fax 000.000.000 or e-mail XXxxxxxx@xxxx.xxx Because of your right to revoke this Agreement, it shall not become effective until the eighth (8^th) day after it has been signed, and you will not be paid any severance pay due you under this Agreement until after the eighth (8^th) day after you sign this document. The waiver of rights and claims under the ADEA does not extend to any rights or claims arising after you execute this Agreement. You are advised to consult with counsel regarding the terms of this Agreement.

Your signature below will confirm that you are entering into this Agreement voluntarily and with a full understanding of all of the above terms. In addition, once signed, this letter will set forth the entire agreement between the Company and you. It will supersede any previous agreements or discussions concerning your employment or the termination thereof. No changes in this Agreement will be valid unless in writing and signed by both parties.

Even if this proposal is not acceptable, we nevertheless intend to proceed with the termination of your employment. In that event, you will not be entitled to severance pay or any of the other benefits or compensation stated above (other than that which we are required by law to provide). Moreover, we will not implement the terms of this Agreement, or begin paying you any of the benefits offered, until we receive a signed copy of the Agreement back from you and the seven day revocation period has passed.

Please let me know if you have any questions. I wish you the best of success and personal and professional fulfillment in the future.


	Sincerely,
	/s/ Xxxx X. Xxxxxxx
	Xxxx X. Xxxxxxx

I HAVE READ THE FOREGOING OFFER AND I FULLY UNDERSTAND ITS TERMS. I AM SIGNING THIS AGREEMENT FREELY AND VOLUNTARILY, HAVING BEEN GIVEN A FULL AND FAIR OPPORTUNITY TO CONSIDER IT AND CONSULT WITH ATTORNEYS OR ADVISORS OF MY CHOICE.

AGREED AND ACCEPTED:


/s/ Xxxxxxx X. Xxxxxxxx				December 16, 2009

Xxxxxxx X. Xxxxxxxx				Date

ATTACHMENT

SEVERANCE AGREEMENT

THIS SEVERANCE AGREEMENT (the “Agreement”) is made this 9^th day of March 2007, by DiamondRock Hospitality Company, a Maryland corporation (the “REIT”), with its principal place of business at 0000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000 and Xxxxxxx X. Xxxxxxxx, residing at 000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, XX 00000 (the “Executive”).

1. Purpose

The REIT considers it essential to the best interests of its stockholders to promote and preserve the continuous employment of key management personnel. The Board of Directors of the REIT (the “Board of Directors”) recognizes that, as in the case with many corporations, the possibility of a termination of employment exists and that such possibility, and the uncertainty and questions that it may raise among management, may result in the distraction of key management personnel to the detriment of the REIT and its stockholders. Therefore, the Board of Directors has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the REIT’s key management. Nothing in this Agreement shall be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the REIT, the Executive shall not have any right to be retained in the employ of the REIT.

2. Definitions

(a) Accrued Salary. “Accrued Salary” shall mean accrued and unpaid base salary through the Date of Termination. In addition, in the event the Executive’s annual bonus for the REIT’s most recently completed fiscal year has not yet been paid to the Executive, then Accrued Salary also shall include such prior fiscal year’s earned, accrued and unpaid bonus.

(b) Cause. “Cause” for termination shall mean a determination by the Board of Directors in good faith that any of the following events has occurred: (i) indictment of the Executive of, or the conviction or entry of a plea of guilty or nolo contendere by the Executive to any felony, or any misdemeanor involving moral turpitude; (ii) the Executive engaging in conduct which constitutes a material breach of a fiduciary duty or duty of loyalty, including without limitation, misappropriation of funds or property of the REIT, DiamondRock Hospitality Limited Partnership (the “Operating Partnership”) and their subsidiaries (the REIT, the Operating Partnership and their subsidiaries are hereinafter referred to as the “DiamondRock Group”) other than an occasional and de minimis use of Company property for personal purposes; (iii) the Executive’s willful failure or gross negligence in the performance of his assigned duties for the DiamondRock Group, which failure or gross negligence continues for more than 5 days following the Executive’s receipt of written or electronic notice of such willful failure or gross negligence from the Board of Directors; (iv) any act or omission of the Executive that has a demonstrated and material adverse impact on the DiamondRock Group’s reputation for honesty and fair dealing or any other conduct of the Executive that would reasonably be expected to result in injury to the reputation of the DiamondRock Group; or (v) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the REIT to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate, destroy or fail to produce documents or other materials.

For purposes of this Section 2(b), any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the DiamondRock Group shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the DiamondRock Group. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of the Board of Directors, finding that, in the good faith opinion of the Board of Directors, the Executive has engaged in the conduct described in this Section 2(b); provided, that if the Executive is a member of the Board of Directors, the Executive shall not vote on such resolution.

(i)

The conclusion of the acquisition (whether by a merger or otherwise) by any Person (other than a Qualified Affiliate), in a single transaction or a series of related transactions, of Beneficial Ownership of more than 50 % of (1) the REIT’s outstanding common stock (the “Common Stock”) or (2) the combined voting power of the REIT’s outstanding securities entitled to vote generally in the election of directors (the “Outstanding Voting Securities”);

(ii)

The merger or consolidation of the REIT with or into any other Person other than a Qualified Affiliate, if the directors immediately prior to the merger or consolidation cease to be the majority of the Board of Directors at anytime within 12 months of the completion of the merger or consolidation;

(iii)

Any one or a series of related sales or conveyances to any Person or Persons (including a liquidation or dissolution) other than any one or more Qualified Affiliates of all or substantially all of the assets of the REIT or the Operating Partnership; or

(iv)

Incumbent Directors cease, for any reason, to be a majority of the members of the Board of Directors, where an “Incumbent Director” is (1) an individual who is a member of the Board of Directors on the effective date of this Agreement or (2) any new director whose appointment by the Board of Directors or whose nomination for election by the stockholders was approved by a majority of the persons who were already Incumbent Directors at the time of such appointment, election or approval, other than any individual who assumes office initially as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or as a result of an agreement to avoid or settle such a contest or solicitation.

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A Change in Control shall also be deemed to have occurred upon the completion of a tender offer for the REIT’s securities representing more than 50% of the Outstanding Voting Securities, other than a tender offer by a Qualified Affiliate.

For purposes of this definition of Change in Control, the following definitions shall apply: (A) “Beneficial Ownership,” “Beneficially Owned” and “Beneficially Owns” shall have the meanings provided in Exchange Act Rule 13d-3; (B) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended; (C) “Person” shall mean any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), including any natural person, corporation, trust, association, company, partnership, joint venture, limited liability company, legal entity of any kind, government, or political subdivision, agency or instrumentality of a government, as well as two or more Persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of the REIT’s securities; and (D) “Qualified Affiliate” shall mean (I) any directly or indirectly wholly owned subsidiary of the REIT or the Operating Partnership; (II) any employee benefit plan (or related trust) sponsored or maintained by the REIT or the Operating Partnership or by any entity controlled by the REIT or the Operating Partnership; or (III) any Person consisting in whole or in part of the Executive or one or more individuals who are then the REIT’s Chief Executive Officer or any other named executive officer (as defined in Item 402 of Regulation S-K under the Securities Act of 1933) of the REIT as indicated in its most recent securities filing made before the date of the transaction.

(d) Date of Termination. “Date of Termination” shall mean the actual date of the Executive’s termination of employment with the REIT.

(e) Disability. “Disability” shall mean if the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

(f) Good Reason. “Good Reason” for termination shall mean the occurrence of one of the following events, without the Executive’s prior written consent, provided such event is not corrected within 15 days following the Board of Director’s receipt of written or electronic notice of such event: (i) a material diminution in the Executive’s duties or responsibilities or any material demotion from the Executive’s current position at the REIT, including, without limitation: (A) if the Executive is the CEO, either discontinuing his direct reporting to the Board of Directors or a committee thereof or discontinuing the direct reporting to the CEO by each of the senior executives responsible for finance, legal, acquisition and operations or (B) if the Executive is not the CEO, discontinuing the Executive reporting directly to the CEO or (C) if the Executive is the Chief

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Accounting Officer, discontinuing the Executive’s reporting directly to the Chief Financial Officer or to the Chief Executive Officer; (ii) if the Executive is a member of the Board of Directors, the failure of the REIT or its affiliates to nominate the Executive as a Director of the REIT; (iii) a requirement that the Executive work principally from a location outside the 50 mile radius from the REIT’s address, except for required travel on the REIT’s business to the extent substantially consistent with the Executive’s business travel obligations on the date hereof; (iv) failure to pay the Executive any compensation, benefits or to honor any indemnification agreement to which the Executive is entitled within 30 days of the date due; or (v) the occurrence of any of the following events or conditions in the year immediately following a Change in Control: (A) a reduction in the Executive’s annual base salary or annual bonus opportunity as in effect immediately prior to the Change in Control; (B) the failure of the REIT to obtain an agreement, reasonably satisfactory to the Executive, from any successor or assign of the REIT to assume and agree to adopt this Agreement for a period of at least two years from the Change in Control.

(g) Restricted Period. The “Restricted Period” shall mean, the Executive’s employment with the REIT, which period may be extended for an additional period of 12 months if the Executive is entitled to, and receives, the Cash Severance specified under Section 3(b)(2) hereof.

(h) Retirement. As used in this Agreement, “Retirement” shall mean a retirement by the Executive if the Executive has been designated as an eligible retiree by the Board of Directors, in the Board’s sole discretion.

3. Effect of Termination

(a) 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).

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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.

(iii)

“Threshold Amount” shall mean three times Executive’s “base amount” within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00).

(iv)

For purposes of determining the Gross-Up Amount: (1) Parachute Payments provided under arrangements with the Executive other than under any bonus or other incentive pay or stock plan or program of the REIT (collectively, the “Plan”) and this Agreement, if any, shall be taken into account in determining the total amount of Parachute Payments received by the Executive so that the amount of excess Parachute Payments that are attributable to provisions of the Plan and Agreement is maximized; and (2) the Executive shall be deemed to pay federal, state and local income taxes at the highest marginal rate of taxation for the Executive’s taxable year in which the Parachute Payments are includable in the Executive’s income for purposes of federal, state and local income taxation.

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(v)

The determination of whether the Excise Tax is payable, the amount thereof, and the amount of any Gross-Up Amount shall be made in writing in good faith by a nationally recognized independent certified public accounting firm selected by the REIT and approved by the Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). If such determination is not finally accepted by the Internal Revenue Service (or state or local revenue authorities) on audit, then appropriate adjustments shall be computed based upon the amount of Excise Tax and any interest or penalties so determined; provided, however, that the Executive in no event shall owe the REIT any interest on any portion of the Gross-Up Amount that is returned to the REIT. For purposes of making the calculations required by this Section 3(a)(v), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. The REIT and the Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 3(a)(v). The REIT shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 3(a)(v). The REIT shall pay the Gross-Up Amount to the Executive no later than 60 days following receipt of the Accounting Firm’s determination of the Gross-Up Amount.

(b) Termination by the REIT without Cause or by Executive for Good Reason. If the REIT terminates the Executive’s employment without Cause, or the Executive terminates his employment for Good Reason, then in addition to the benefits under Section 3(a) above, the Executive shall be entitled to receive the following:

(i)

a pro-rata bonus for the fiscal year determined through the Date of Termination and calculated based on the target bonus for such fiscal year;

(ii)

an amount equal to (A) two times (B) the sum of (I) the Executive’s base salary in effect immediately prior to the Date of Termination, and (II) the Executive’s target annual bonus (collectively, the “Cash Severance”);

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(iii)

continued payment by the REIT for health insurance coverage for the Executive and the Executive’s spouse and dependents for 18 months, consistent with COBRA following the Date of Termination to the same extent that the REIT paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable and/or the REIT’s insurer refuses to continue coverage during the 18 month period, the REIT thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the preexisting employer premiums for such insurance for the remainder of such severance period.

(iv)

vesting as of the Date of Termination of 100% of all unvested time-based restricted stock awards, to the extent permitted by law. The treatment of equity compensation awards that are not time based vesting (such as restricted stock which vests based on one or more performance metrics) granted after the effective date of this agreement will be specified in individual grant agreements covering such awards.

(c) Termination In the Event of Death or Disability. If the Executive’s employment terminates because of the Executive’s death or Disability, then in addition to the benefits under Section 3(a) above, the Executive (or his estate or other legal representatives, as the case may be) shall be entitled to receive:

(i)

a pro-rata bonus for the fiscal year determined through the Date of Termination and calculated based on the target bonus for such fiscal year;

(ii)

continued payment by the REIT for health insurance coverage for the Executive and the Executive’s spouse and dependents for 18 months, consistent with COBRA, following the Date of Termination to the same extent that the REIT paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable and/or the REIT’s insurer refuses to continue coverage during the 18 month period, the REIT thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the preexisting employer premiums for such insurance for the remainder of such severance period.

(iii)

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(d) Termination In the Event of Retirement. If the Executive’s employment terminates because of his Retirement, then in addition to the benefits under Section 3(a) above, the Executive shall be entitled to receive the following:

(i)

a pro-rata bonus for the fiscal year determined through the Date of Termination and calculated based on the target bonus for such fiscal year; and

(ii)

notwithstanding the Retirement by the Executive, all unvested time-based restricted stock awards shall continue to vest at the times and on the terms as set forth in the relevant restricted stock award agreements as if the Executive remained continuously employed by the REIT from the Date of Termination through each such vesting date. The treatment of non-time-based equity compensation awards (such as restricted stock which vests based on one or more performance metrics) granted after the effective date of this agreement will be specified in individual grant agreements covering such awards.

4. Non-Disparagement

The Executive agrees that he/she will not, whether during or after the Executive’s employment with the REIT, make any statement, orally or in writing, regardless of whether such statement is truthful, nor take any action, that (a) in any way could disparage the DiamondRock Group or any officers, executives, directors, partners, managers, members, principals, employees, representatives, or agents of the DiamondRock Group, or which foreseeably could or reasonably could be expected to harm the reputation or goodwill of any of those persons or entities, or (b) in any way, directly or indirectly, could knowingly cause, encourage or condone the making of such statements or the taking of such actions by anyone else.

5. Non-Competition

(a) Non-Competition. Subject to Section 5(b) hereof, the Executive agrees that during the Restricted Period the Executive shall not, without the prior express written consent of the REIT, directly or indirectly, anywhere in the United States, own an interest in, join, operate, control or participate in, or be connected as an owner, officer, executive, employee, partner, member, manager, shareholder, or principal of or with, any lodging-oriented real estate investment company. Notwithstanding the foregoing, the Executive may own up to one percent (1%) of the outstanding stock of a real estate investment company. The restrictions of this Section 5(a) shall not apply if the Executive’s employment with the REIT is terminated for any reason by the Company or the Executive effective during the 12 month period immediately following a Change in Control.

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(b) Board’s Discretion. Notwithstanding anything contained herein, the Board of Directors retains the right, in its sole discretion, to shorten or eliminate the post-employment Restricted Period for any Executive.

6. Non-Solicitation of Employees. The Executive agrees that while he/she is employed as an employee of the REIT and for a period of 12 months after the termination of the Employee’s employment with the REIT for whatever reason, the Employee shall not, without the express written consent of the REIT, hire, solicit, recruit, induce or procure (or assist or encourage any other person or entity to hire, solicit, recruit, induce or procure), directly or indirectly or on behalf of himself or any other person or entity, any officer, executive, director, partner, principal, member, or non-clerical employee of the DiamondRock Group or any person who was an officer, executive, director, partner, principal, member, or non-clerical employee of the DiamondRock Group at any time during the final year of the Executive’s employment with the REIT, to work for the Executive or any person or entity with which the Executive is or intends to be affiliated or otherwise directly or indirectly encourage any such person to terminate his or her employment or other relationship with the DiamondRock Group without the prior express written consent of the REIT. Notwithstanding anything contained herein, the foregoing shall not restrain the Executive from hiring, soliciting, recruiting, inducing or procuring any person to work for the Executive or any person or entity with which the Executive is or intends to be affiliated if such person was either terminated by the REIT or such person resigned for Good Reason. In addition, the Board of Directors retains the right, in its sole discretion, to release any Executive from its obligations under this Section.

7. Injunctive Relief. The Executive understands that the restrictions contained in Section 4, 5 and 6 of this Agreement are intended to protect the REIT’s interests in its proprietary information, goodwill, and its employee and investor relationships, and agrees that such restrictions (and the scope and duration thereof) are necessary, reasonable and appropriate for this purpose. The Executive acknowledges and agrees that it would be difficult to measure any damages caused to the REIT which might result from any breach by the Executive of his promises and obligations under Sections 4, 5 and/or 6, that the REIT would be irreparably harmed by such breach, and that, in any event, money damages would be an inadequate remedy for any such breach. Therefore, the Executive agrees and consents that the REIT shall be entitled to an injunction or other appropriate equitable relief (in addition to all other remedies it may have for damages or otherwise) to restrain any such breach or threatened breach without showing or proving any actual damage to the REIT; and the REIT shall be entitled to an award of its attorneys fees and costs incurred in enforcing the Executive’s obligations under Sections 4, 5 and/or 6.

8. Miscellaneous

(a) 409A. Notwithstanding anything to the contrary, if the Executive is a “key employee” (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and any of the REIT’s stock is publicly traded on an established securities market or otherwise, to the extent necessary to avoid any penalties under Section 409A of the Code, any payment hereunder may not be made before the date that is six months after the date of separation from service.

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(b) Tax Withholding. All payments made by the REIT under this Agreement shall be net of any tax or other amounts required to be withheld by the REIT under applicable law.

(c) No Mitigation. The REIT agrees that, if the Executive’s employment by the REIT is terminated during the term of this Agreement, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the REIT pursuant to Section 3 hereof. Further, the amount of any payment provided for in this Agreement shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the REIT or otherwise.

(d) No Offset. The REIT’s obligation to make the payments provided for in this Agreement and otherwise perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the REIT, the Operating Partnership or any of their subsidiaries may have against the Executive or others unless such set-off, counterclaim, recoupment, defense, or other right arises from the Executive engaging in conduct which constitutes a material breach of a fiduciary duty or duty of loyalty, including without limitation, misappropriation of funds or property of the Operating Partnership and their subsidiaries.

(e) Litigation and Regulatory Cooperation. During and after Executive’s employment, Executive shall reasonably cooperate with the REIT in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the REIT which relate to events or occurrences that transpired while Executive was employed by the REIT; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the REIT at mutually convenient times. During and after Executive’s employment, Executive also shall cooperate fully with the REIT in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the REIT. The REIT shall also provide Executive with compensation on an hourly basis (to be derived from the sum of his Base Salary and average annual incentive compensation) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Section 8(e), including, but not limited to, reasonable attorneys’ fees and costs.

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(f) Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed effective (i) upon personal delivery, (ii) upon deposit with the United States Postal Service, by registered or certified mail, postage prepaid, or (iii) in the case of facsimile transmission or delivery by nationally recognized overnight delivery service, when received, addressed as follows:

(i)

If to the REIT, to:

DiamondRock Hospitality Company
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attn: 1) Lead Director; 2) Chairman of the Board and 3) Chairman of the Compensation Committee

(ii)

If to the Executive, to:

Xxxxxxx X. Xxxxxxxx
000 Xxxxxxxxxxxx Xxxxxx, XX
Xxxxxxxxxx, XX 00000-0000

or to such other address or addresses as either party shall designate to the other in writing from time to time by like notice.

(g) Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.

(h) Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement, including without limitation the employment agreement dated as of June 4, 2004. For the avoidance of doubt, such employment agreement is hereby terminated and the Executive hereby waives any rights that he may have under such agreement.

(i) Amendment. This Agreement may be amended or modified only by a written instrument executed by both the REIT and the Executive.

(j) Governing Law and Forum. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of Maryland, without regard to its conflicts of laws principles, by a court of competent jurisdiction located within the State of Maryland.

(k) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any entity with which or into which the REIT may be merged or which may succeed to its assets or business or any entity to which the REIT may assign its rights and obligations under this Agreement; provided, however, that the obligations of the Executive are personal and shall not be assigned or delegated by him.

(l) Waiver. No delays or omission by the REIT or the Executive in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the REIT or the Executive on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

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(m) Captions. The captions appearing in this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.

(n) Severability. In case any provision of this Agreement shall be held by a court or arbitrator with jurisdiction over the parties to this Agreement to be invalid, illegal or otherwise unenforceable, such provision shall be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. In the event that any portion or provision of this Agreement (including, without limitation, any portion or provision of Sections 4, 5, and/or 6) is determined by a court or arbitrator of competent jurisdiction to be invalid, illegal or otherwise unenforceable by reason of excessive scope as to geographic, temporal or functional coverage, such provision will be reformed and deemed to extend only over the maximum geographic, temporal and functional scope as to which it may be enforceable and shall be enforced by said court or arbitrator accordingly.

(o) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.


REIT DIAMONDROCK HOSPITALITY COMPANY
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Executive Vice President, General Counsel and Corporate Secretary

EXECUTIVE XXXXXXX X. XXXXXXXX
/s/ Xxxxxxx X. Xxxxxxxx

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December 16, 2009 Confidential Dear Michael:

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