0001104659-08-078775 Sample Contracts

AMENDMENT NO. 1 TO DIVIDEND EQUIVALENT RIGHTS AGREEMENT UNDER THE DIAMONDROCK HOSPITALITY COMPANY
2004 Stock Option and Incentive Plan • December 30th, 2008 • DiamondRock Hospitality Co • Real estate investment trusts

Pursuant to the DiamondRock Hospitality Company Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, DiamondRock Hospitality Company (the “Company”) granted to the Holder named above certain Dividend Equivalent Rights (each, a “DER”) described in a DER Agreement dated March 4, 2008 (the “Award Agreement”).

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