0001193125-05-067449 Sample Contracts

AMENDED AND RESTATED RESTRICTED STOCK AWARD AGREEMENT UNDER THE DIAMONDROCK HOSPITALITY COMPANY
Restricted Stock Award Agreement • April 1st, 2005 • DiamondRock Hospitality Co • Real estate investment trusts

The prospective underwriters by engaged DiamondRock Hospitality Company (“Company”) have requested that the employees agree to delay the vesting of the initial grant of restricted shares of Common Stock, par value $0.01 per share, issued by the Company pursuant to the Company’s 2004 Stock Option and Incentive Plan (the “Plan”). The Company hereby amends and restates the grant of a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this amendment to the Award, the Award shall have the restrictions and conditions set forth herein and in the Plan (the “Restricted Stock”).

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INCENTIVE STOCK OPTION AGREEMENT UNDER THE DIAMONDROCK HOSPITALITY COMPANY
Incentive Stock Option Agreement • April 1st, 2005 • 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”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE DIAMONDROCK HOSPITALITY COMPANY
Non-Qualified Stock Option Agreement • April 1st, 2005 • DiamondRock Hospitality Co • Real estate investment trusts

Pursuant to the DiamondRock Hospitality Company 2004 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, DiamondRock Hospitality Company (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

RESTRICTED STOCK AWARD AGREEMENT (FOR SENIOR EXECUTIVES) UNDER THE DIAMONDROCK HOSPITALITY COMPANY
Restricted Stock Award Agreement • April 1st, 2005 • DiamondRock Hospitality Co • Real estate investment trusts

Pursuant to the DiamondRock Hospitality Company 2004 Stock Option and Incentive Plan (the “Plan”) DiamondRock Hospitality Company (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan (the “Restricted Stock”).

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