destruction or failureto preserve documents or other materials known to be relevant to such investigation or the willfulinducement 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 givenpursuant to a resolution duly adopted by the Board of Directors or based upon the written advice ofcounsel 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 cessationof employment of the Executive shall not be deemed to be for Cause unless and until there shallhave been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote ofthe Board of Directors, finding that, in the good faith opinion of the Board of Directors, theExecutive has engaged in the conduct described in this Section 2(b); provided, that if theExecutive is a member of the Board of Directors, the Executive shall not vote on such resolution.          (c) **Change in Control**. “Change in Control” shall mean any of the following events: (i) The conclusion of the acquisition (whether by amerger or otherwise) by any Person (other than a Qualified Affiliate),in a single transaction or a series of related transactions, ofBeneficial Ownership of more than 50% of (1) the REIT’s outstandingcommon stock (the “**Common Stock**”) or (2) the combined voting power ofthe REIT’s outstanding securities entitled to vote generally in theelection of directors (the “**Outstanding Voting Securities**”);  (ii) The merger or consolidation of the REIT with orinto any other Person other than a Qualified Affiliate, if thedirectors immediately prior to the merger or consolidation cease to bethe majority of the Board of Directors at anytime within 12 months ofthe completion of the merger or consolidation;  (iii) Any one or a series of related sales orconveyances to any Person or Persons (including a liquidation ordissolution) other than any one or more Qualified Affiliates of all orsubstantially all of the assets of the REIT or the OperatingPartnership; or  (iv) Incumbent Directors cease, for any reason, tobe a majority of the members of the Board of Directors, where an“**Incumbent Director**” is (1) an individual who is a member of the Boardof Directors on the effective date of this Agreement or (2) any newdirector whose appointment by the Board of Directors or whosenomination for election by the stockholders was approved by amajority of the persons who were already Incumbent Directors at thetime of such appointment, election or approval, other than anyindividual who assumes office initially as a result of an actual or
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   threatened election contest with respect to the election or removalof directors or other actual or threatened solicitation of proxies orconsents by or on behalf of a Person other than the Board ofDirectors or as a result of an agreement to avoid or settle such acontest or solicitation.     A Change in Control shall also be deemed to have occurred upon the completion of a tenderoffer 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 meaningsprovided in Exchange Act Rule 13d-3; (B) “**Exchange Act**” shall mean the Securities Exchange Act of1934, as amended; (C) “**Person**” shall mean any individual, entity, or group (within the meaning ofSection 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 ofany kind, government, or political subdivision, agency or instrumentality of a government, as wellas two or more Persons acting as a partnership, limited partnership, syndicate or other group forthe purpose of acquiring, holding or disposing of the REIT’s securities; and (D) “**QualifiedAffiliate**” shall mean (I) any directly or indirectly wholly owned subsidiary of the REIT or theOperating Partnership; (II) any employee benefit plan (or related trust) sponsored or maintained bythe REIT or the Operating Partnership or by any entity controlled by the REIT or the OperatingPartnership; or (III) any Person consisting in whole or in part of the Executive or one or moreindividuals 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 asindicated 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’stermination of employment with the REIT.          (e) **Disability**. “Disability” shall mean if the Executive is unable to engage in anysubstantial gainful activity by reason of any medically determinable physical or mental impairmentwhich can be expected to result in death or can be expected to last for a continuous period of notless than 12 months.          (f) **Good Reason**. “Good Reason” for termination shall mean the occurrence of one of thefollowing events, without the Executive’s prior written consent, provided such event is notcorrected within 15 days following the Board of Director’s receipt of written or electronic noticeof such event: (i) a material diminution in the Executive’s duties or responsibilities or anymaterial demotion from the Executive’s current position at the REIT, including, without limitation:(A) if the Executive is the CEO, either discontinuing his directreporting to the Board of Directors or a committee thereof or discontinuing the directreporting to the CEO by each of the senior executives responsible for finance, legal, acquisitionand operations or (B) if the Executive is not the CEO, discontinuing the Executive reportingdirectly to the CEO or (C) if the Executive is the Chief Accounting Officer, discontinuing theExecutive’s reporting directly to the Chief Financial Officer or to the Chief Executive Officer;
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(ii) if the Executive is a member of the Board of Directors, the failure of the REIT or itsaffiliates to nominate the Executive as a Director of the REIT; (iii) a requirement that theExecutive 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 theExecutive’s business travel obligations on the date hereof; (iv) failure to pay the Executive anycompensation, benefits or to honor any indemnification agreement to which the Executive is entitledwithin 30 days of the date due; or (v) the occurrence of any of the following events or conditionsin the year immediately following a Change in Control: (A) a reduction in the Executive’s annualbase 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, fromany successor or assign of the REIT to assume and agree to adopt this Agreement for a period of atleast two years from the Change in Control.          (g) **Restricted Period**. The “Restricted Period” shall mean, the Executive’s employment with theREIT, which period may be extended for an additional period of 12 months if the Executive isentitled 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 theExecutive if the Executive has been designated as an eligible retiree by the Board of Directors, inthe 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 orclaims against the DiamondRock Group except to receive the payments and benefits described in thisSection 3. The REIT shall have no further obligations to Executive except as otherwise expresslyprovided under this Agreement, provided any such termination shall not adversely affect or alterExecutive’s rights under any employee benefit plan of the REIT in which Executive, at the Date ofTermination, has a vested interest, unless otherwise provided in such employee benefit plan or anyagreement or other instrument attendant thereto.     None of the benefits described in this Section 3 (other than Accrued Salary) will be payableunless the Executive has signed a general release which has become irrevocable, satisfactory to theREIT in the reasonable exercise of its discretion, releasing the DiamondRock Group, its affiliatesincluding the REIT, and their officers, directors and employees, from any and all claims orpotential claims arising from or related to the Executive’s employment or termination ofemployment. In addition, the benefits described in this Section 3 (other than Accrued Salary) areconditioned upon the Executive’s ongoing compliance with his/her restrictions, covenants andpromises under Sections 4, 5, 6 and 7 below (as applicable).          (b) **Termination by the REIT without Cause or by Executive for Good Reason**. If the REITterminates the Executive’s employment without Cause, or the Executive terminates his employment forGood Reason so as to constitute, in either case, a separation from service for purposes of CodeSection 409A, then in addition to the benefits under Section 3(a) above, the Executive shall beentitled to receive the following:
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 (i) a pro-rata bonus for the fiscal year determinedthrough the Date of Termination and calculated based on the targetbonus for such fiscal year to be paid within 90 days after the Date ofTermination;  (ii) an amount equal to (A) two times (B) the sum of(I) the Executive’s base salary in effect immediately prior to the Dateof Termination, and (II) the Executive’s target annual bonus(collectively, the “**Cash Severance**”) to be paid within 90 days afterthe date of Termination;  (iii) continued payment by the REIT for healthinsurance coverage for the Executive and the Executive’s spouse anddependents for 18 months, consistent with COBRA following the Date ofTermination to the same extent that the REIT paid for such coverageimmediately prior to the termination of the Executive’s employment andsubject to the eligibility requirements and other terms and conditionsof such insurance coverage, provided that if any such insurancecoverage shall become unavailable and/or the REIT’s insurer refuses tocontinue coverage during the 18 month period, the REIT thereafter shallbe obliged only to pay monthly to the Executive an amount which, afterreduction for applicable income and employment taxes, is equal to themonthly COBRA premium for such insurance for the remainder of suchseverance period.  (iv) vesting as of the Date of Termination of 100%of all unvested time-based restricted stock awards, to the extentpermitted by law. The treatment of equity compensation awards that arenot time based vesting (such as restricted stock which vests based onone or more performance metrics) granted after the effective date ofthis agreement will be specified in the individual grant agreementsand/or the applicable plans covering such awards.          (c) **Termination In the Event of Death or Disability**. If the Executive’s employment terminatesbecause 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 beentitled to receive: (i) a pro-rata bonus, payable within 90 days afterthe Date of Termination, for the fiscal year determined through theDate of Termination and calculated based on the target bonus for such fiscalyear;  (ii) continued payment by the REIT for healthinsurance coverage for the Executive and the Executive’s spouse anddependents for 18 months, consistent with COBRA, following the Date ofTermination to the same extent that the REIT paid for such
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   coverage immediately prior to the termination of the Executive’s employment andsubject to the eligibility requirements and other terms and conditionsof such insurance coverage, provided that if any such insurancecoverage shall become unavailable and/or the REIT’s insurer refuses tocontinue coverage during the 18 month period, the REIT thereafter shallbe obliged only to pay monthly to the Executive an amount which, afterreduction for applicable income and employment taxes, is equal to themonthly COBRA premium for such insurance for the remainder of suchseverance period.  (iii) vesting as of the Date of Termination of 100%of all unvested time-based restricted stock awards, to the extentpermitted by law. The treatment of equity compensation awards that arenot time based vesting (such as restricted stock which vests based onone or more performance metrics) granted after the effective date ofthis agreement will be specified in the individual grant agreementsand/or the applicable plans covering such awards.          (d) **Termination In the Event of Retirement**. If the Executive’s employment terminates becauseof his Retirement, then in addition to the benefits under Section 3(a) above, the Executive shallbe entitled to receive the following: (i) a pro-rata bonus, payable within 90 days afterthe date of termination, for the fiscal year determined through theDate of Termination and calculated based on the target bonus for suchfiscal year; and  (ii) notwithstanding the Retirement by theExecutive, all unvested time-based restricted stock awards shallcontinue to vest at the times and on the terms as set forth in therelevant restricted stock award agreements as if the Executive remainedcontinuously employed by the REIT from the Date of Termination througheach such vesting date. The treatment of non-time-based equitycompensation awards (such as restricted stock which vests based on oneor more performance metrics) granted after the effective date of thisagreement will be specified in individual grant agreements and/or theapplicable plans covering such awards.          (e) In the event the Executive’s termination of employment occurs in connection with orfollowing a Change in Control, and in the event that any payment made pursuant to Section 3 hereofor any insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to theExecutive under this Agreement or otherwise (the “**Severance Payments**”), are subject to the excisetax imposed by Section 4999 (as it may be amended or replaced) of the Internal Revenue Code of1986, as amended (the “**Excise Tax**”); then
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 (i) If the reduction of the Severance Payments tothe maximum amount that could be paid to the Executive without givingrise to the Excise Tax (the “**Safe Harbor Cap**”) would provide theExecutive with a greater after tax benefit than if such amounts werenot reduced, then the amounts payable to the Executive under thisAgreement shall be reduced (but not below zero) to the Safe Harbor Cap.The reduction of the amounts payable hereunder, if applicable, shallbe made by reducing first the payments of cash orginating under Section3 (a)-3(d) hereof, and then by reducing other payments to the extentpermitted by any applicable plan and/or agreement.  (ii) If the reduction for the Severance Payments tothe Safe Harbor Cap would not result in a greater after tax result tothe Executive, no amounts payable under this agreement shall be reducedpursuant to this provision.  (iii) The determination of whether the Excise Tax ispayable and the amount thereof shall be made in writing in good faithby a nationally recognized independent certified public accounting firmselected by the REIT and approved by the Executive, such approval notto be unreasonably withheld (the “**Accounting Firm**”). For purposes ofmaking the calculations required by this Section 3(e), to the extentnot otherwise specified herein, reasonable assumptions andapproximations may be made with respect to applicable taxes andreasonable, good faith interpretations of the Code may be relied upon.The REIT and the Executive shall furnish such information and documentsas may be reasonably requested in connection with the performance ofthe calculations under this Section 3(e). The REIT shall bear allcosts incurred in connection with the performance of the calculationscontemplated by this Section 3(e).
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     4. **Non-Disparagement**     The Executive agrees that he/she will not, whether during or after the Executive’s employmentwith the REIT, make any statement, orally or in writing, regardless of whether such statement istruthful, nor take any action, that (a) in any way could disparage the DiamondRock Group or anyofficers, executives, directors, partners, managers, members, principals, employees,representatives, or agents of the DiamondRock Group, or which foreseeably could or reasonably couldbe expected to harm the reputation or goodwill of any of those persons or entities, or (b) in anyway, directly or indirectly, could knowingly cause, encourage or condone the making of suchstatements 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 theRestricted 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, controlor 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 outstandingstock of a real estate investment company. The restrictions of this Section 5(a) shall not applyif the Executive’s employment with the REIT is terminated without cause by the Company or theExecutive effective during the 12 month period immediately following a Change in Control.          (b) **Board’s Discretion**. Notwithstanding anything contained herein, the Board of Directorsretains the right, in its sole discretion, to shorten or eliminate the post-employment RestrictedPeriod for any Executive.     6. **Non-Solicitation of Employees**. The Executive agrees that while he/she is employed as anemployee of the REIT and for a period of 12 months after the termination of the Employee’semployment with the REIT for whatever reason, the Employee shall not, without the express writtenconsent of the REIT, hire, solicit, recruit, induce or procure (or assist or encourage any otherperson or entity to hire, solicit, recruit, induce or procure), directly or indirectly or on behalfof 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 Groupat any time during the final year of the Executive’s employment with the REIT, to work for theExecutive or any person or entity with which the Executive is or intends to be affiliated orotherwise directly or indirectly encourage any such person to terminate his or her employment orother relationship with the DiamondRock Group without the prior express written consent of theREIT. Notwithstanding anything contained herein, the foregoing shall not restrain the Executivefrom hiring, soliciting, recruiting, inducing or procuring any person to work for the Executive orany person or entity with which the Executive is or intends to be affiliated if such person waseither terminated by the REIT or such person resigned for Good Reason. In addition, the Board ofDirectors retains the right, in its sole discretion, to release any Executive from its obligationsunder this Section.
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     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 proprietaryinformation, goodwill, and its employee and investor relationships, and agrees that suchrestrictions (and the scope and duration thereof) are necessary, reasonable and appropriate forthis purpose. The Executive acknowledges and agrees that it would be difficult to measure anydamages caused to the REIT which might result from any breach by the Executive of his promises andobligations 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 orother appropriate equitable relief (in addition to all other remedies it may have for damages orotherwise) to restrain any such breach or threatened breach without showing or proving any actualdamage to the REIT; and the REIT shall be entitled to an award of its attorneys fees and costsincurred 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” (asdefined in Section 416(i) of the Code without regard to paragraph (5) thereof) and any of theREIT’s stock is publicly traded on an established securities market or otherwise, to the extentnecessary to avoid any penalties under Section 409A of the Code, any payment hereunder may not bemade before the date that is six months after the date of separation from service.          (b) **Tax Withholding**. All payments made by the REIT under this Agreement shall be net of anytax 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 isterminated during the term of this Agreement, the Executive is not required to seek otheremployment or to attempt in any way to reduce any amounts payable to the Executive by the REITpursuant to Section 3 hereof. Further, the amount of any payment provided for in this Agreementshall not be reduced by any compensation earned by the Executive as the result of employment byanother employer, by retirement benefits, by offset against any amount claimed to be owed by theExecutive to the REIT or otherwise.          (d) **No Offset**. The REIT’s obligation to make the payments provided for in this Agreement andotherwise 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 othersunless such set-off, counterclaim, recoupment, defense, or other right arises from the Executiveengaging 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 Partnershipand their subsidiaries.          (e) **Litigation and Regulatory Cooperation**. During and after Executive’s employment, Executiveshall reasonably cooperate with the REIT in the defense or prosecution
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of any claims or actions now in existence or which may be brought in the future against or onbehalf of the REIT which relate to events or occurrences that transpired while Executive wasemployed by the REIT; provided, however, that such cooperation shall not materially and adverselyaffect 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 limitedto, being available to meet with counsel to prepare for discovery or trial and to act as a witnesson 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 reviewof any federal, state or local regulatory authority as any such investigation or review relates toevents or occurrences that transpired while Executive was employed by the REIT. The REIT shallalso provide Executive with compensation on an hourly basis (to be derived from the sum of his BaseSalary and average annual incentive compensation) for requested litigation and regulatorycooperation that occurs after his termination of employment, and reimburse Executive for all costsand expenses incurred in connection with his performance under this Section 8(e), including, butnot limited to, reasonable attorneys’ fees and costs.          (f) **Notices**. All notices required or permitted under this Agreement shall be in writing andshall be deemed effective (i) upon personal delivery, (ii) upon deposit with the United StatesPostal Service, by registered or certified mail, postage prepaid, or (iii) in the case of facsimiletransmission or delivery by nationally recognized overnight delivery service, when received,addressed as follows: (i) If to the REIT, to:    DiamondRock Hospitality Company6903 Rockledge Drive, Suite 800Bethesda, MD 20817Facsimile: (240) 744-1199Attn: 1) Lead Director; 2) Chairman of the Board and 3) Chairman ofthe Compensation Committee  (ii) If to the Executive, to:or to such other address or addresses as either party shall designate to the other in writing fromtime to time by like notice.          (g) **Pronouns**. Whenever the context may require, any pronouns used in this Agreement shallinclude the corresponding masculine, feminine or neuter forms, and the singular forms of nouns andpronouns shall include the plural, and vice versa.          (h) **Entire Agreement**. This Agreement constitutes the entire agreement between the parties andsupersedes all prior agreements and understandings, whether written or oral, relating to thesubject matter of this Agreement, including without limitation the employment agreement dated as of                    . For the avoidance of doubt, such employment agreement is hereby terminated andthe Executive hereby waives any rights that he may have under such agreement.
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          (i) **Amendment**. This Agreement may be amended or modified only by a written instrumentexecuted by both the REIT and the Executive.          (j) **Governing Law and Forum**. This Agreement shall be construed, interpreted and enforced inaccordance with the laws of the State of Maryland, without regard to its conflicts of lawsprinciples, 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 ofboth parties and their respective successors and assigns, including any entity with which or intowhich the REIT may be merged or which may succeed to its assets or business or any entity to whichthe REIT may assign its rights and obligations under this Agreement; provided, however, that theobligations 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 underthis Agreement shall operate as a waiver of that or any other right. A waiver or consent given bythe REIT or the Executive on any one occasion shall be effective only in that instance and shallnot be construed as a bar or waiver of any right on any other occasion.          (m) **Captions**. The captions appearing in this Agreement are for convenience of reference onlyand 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 orarbitrator with jurisdiction over the parties to this Agreement to be invalid, illegal or otherwiseunenforceable, such provision shall be restated to reflect as nearly as possible the originalintentions of the parties in accordance with applicable law, and the validity, legality andenforceability of the remaining provisions shall in no way be affected or impaired thereby. In theevent that any portion or provision of this Agreement (including, without limitation, any portionor provision of Sections 4, 5, and/or 6) is determined by a court or arbitrator of competentjurisdiction to be invalid, illegal or otherwise unenforceable by reason of excessive scope as togeographic, temporal or functional coverage, such provision will be reformed and deemed to extendonly over the maximum geographic, temporal and functional scope as to which it may be enforceableand shall be enforced by said court or arbitrator accordingly.          (o) **Counterparts**. This Agreement may be executed in two or more counterparts, each of whichshall 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 firstabove written.         DIAMONDROCK HOSPITALITY COMPANY           By:                    EXECUTIVE              
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