EXHIBIT
10.2


 


DIVIDEND
EQUIVALENT RIGHTS


AGREEMENT


UNDER THE


DIAMONDROCK
HOSPITALITY COMPANY


2004
STOCK OPTION AND INCENTIVE PLAN


 


 


Name of Holder:


No. of Dividend
Equivalent Rights:


Grant Date:


Expiration Date:


 


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 Holder named above the Dividend Equivalent Rights (each, a
“DER”) set forth above.  Each DER entitles the Holder to a payment
equal to the dividends paid on a share of Common Stock, par value $0.01 per
share (“Stock”) of the Company,
subject to the terms and conditions set forth herein and in the Plan.  The DERs are being issued simultaneously with
stock-settled stock appreciation rights (the “Related
SARs”) with a similar expiration date.


 


1.     Vesting Schedule.
The Company will make no payments on a DER until such DER shall have become
vested. Except as set forth below, and subject to the discretion of the
Administrator (as defined in Section 2 of the Plan) to accelerate the
vesting schedule hereunder, the following number of DERs shall be vested on the
dates indicated:


 




	
  Number
  of DERs that are Vested

  	
  Vesting
  Date

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  






 


2.     Payments.


 


(a) Upon the vesting of each DER, the Holder will
receive a payment equal to the sum of all dividends declared and paid on a
share of Stock from the Grant Date through, and including, the vesting date.


 


(b) After the vesting of each DER and through the
DER Termination Date (as defined below), on each date that the Company pays a
cash dividend to its shareholders, the Holder will receive a payment equal to
the dividend declared and paid on a share of Stock.


 


3.     Termination. A DER shall terminate on the date (such
date shall be referred to as the “DER  Termination Date”) that is the
earlier of (i) the Expiration Date, (ii) the SAR Exercise Date (as
defined below) or (iii) a termination event specified in Section 3(b) below.


 


(a) Upon the
exercise of one or more of the Related SARs (the date of such exercise shall be
referred to as the “SAR Exercise Date”), an equal
number of DERs shall automatically terminate.


 


(b) If the Holder’s
employment by the Company or a Subsidiary (as defined in the Plan) is
terminated, the period within which to exercise the DER may be subject to
earlier termination as set forth below.


 


(i)    Termination Due to Death.
If the Holder’s employment terminates by reason of death, any DER held by the
Holder shall become fully vested and may thereafter be exercised by the Holder’s
legal representative or legatee until the Expiration Date.


 


 

















 


(ii)  Termination Due to
Disability. If the Holder’s employment terminates by reason of
disability (as determined by the Administrator), any DER held by the Holder
shall become fully exercisable and may thereafter be exercised by the Holder
until the Expiration Date.


 


(iii)  Termination Due to
Retirement. Upon a Retirement, as defined in the Severance
Agreement dated March 9, 2007, between the Holder and the Company (the “Severance Agreement”), all of the
DERs held by the Holder shall continue to vest on the schedule set forth in Section 1
hereof and may thereafter be exercised by the Holder until the Expiration Date.


 


(iv)  Termination without Cause
or Resignation for Good Reason.


 


(a) If
following a “Change in Control”, the Holder is terminated without “Cause” or if
he or she resigns for “Good Reason” (as such terms are defined in the Severance
Agreement), all of the SARs held by the Holder shall continue to vest on the
schedule set forth in Section 1 hereof and may thereafter be exercised by
the Holder until the earlier of (i) the Expiration Date or (ii) the
fifth anniversary of such vesting.


 


(b) If there
has not been a Change in Control within, and the Holder is terminated without “Cause”
or if he or she resigns for “Good Reason”, then the Board of Directors could,
in its sole discretion, determine whether unvested SARs and DERs would continue
to vest and the amount of time that the officer would have to exercise any
vested SARs and DERs after such vesting, if any. If the Board of Directors, in
its sole discretion, does not decide to extend the vesting or exercise period
of any SARs or DERs within 45 days of such termination or resignation, any SAR
held by the Holder may be exercised, to the extent exercisable on the date of
termination, for a period of three months from the date of termination or until
the Expiration Date, if earlier. Any SAR that is not exercisable at such time
shall terminate immediately and be of no further force or effect.


 


(v)  Voluntary Resignation
(without Good Reason) If the Holder voluntarily resigns his or
her employment other than for Good Reason, the DERs will continue to vest for a
period of three months from the date of termination or until the Expiration
Date. Any DER shall terminate immediately upon the three month anniversary of
such resignation and be of no further force or effect.


 


(vi)  Termination for Cause.
If the Holder’s employment terminates for Cause (as defined in the Severance
Agreement), any DER held by the Holder shall terminate immediately and be of no
further force and effect.


 


(vii)  Other Termination.
If the Holder’s employment terminates for any reason other than set forth above
in sub-paragraphs (i) through (vi), and unless otherwise determined by the
Administrator, any DER held by the Holder may be exercised, to the extent
exercisable on the date of termination, for a period of three months from the
date of termination or until the Expiration Date, if earlier. Any DER shall terminate
immediately upon the three month anniversary of such termination and be of no
further force or effect.


 


The Administrator’s
determination of the reason for termination of the Holder’s employment shall be
conclusive and binding on the Holder and his or her representatives or
legatees.


 


4.     Incorporation of Plan.
Notwithstanding anything herein to the contrary, this DER shall be subject to
and governed by all the terms and conditions of the Plan, including the powers
of the Administrator set forth in Section 2(b) of the Plan.
Capitalized terms in this Agreement shall have the meaning specified in the
Plan, unless a different meaning is specified herein.


 


5.     Transferability.
This Agreement is personal to the Holder, is non-assignable and is not transferable
in any manner, by operation of law or otherwise, other than by will or the laws
of descent and distribution.


 


 


 

















 


6.     Tax Withholding.
The Holder shall pay to the Company or make arrangements satisfactory to the
Administrator for payment of any Federal, state, and local taxes required by
law to be withheld on account of any taxable event related to the DER.


 


7.     Change in Control. Upon a Change in
Control, as such term is defined in the Severance Agreement, notwithstanding
paragraph 1 hereof, all of the DERs will immediately vest unless the
awards are assumed, converted, or replaced by the continuing entity.


 


8.     Miscellaneous.


 


(a) Notice hereunder shall be given to the
Company at its principal place of business, and shall be given to the Holder at
the address set forth below, or in either case at such other address as one
party may subsequently furnish to the other party in writing.


 


(b) This DER does not confer upon the Holder any
rights with respect to continuance of employment by the Company or any Subsidiary.


 


 


 

















 


 


DIAMONDROCK HOSPITALITY
COMPANY


 


 


 


	
  By:

  	
   

  
	
  Name:

  
	
  Title:

  



 


The foregoing Agreement
is hereby accepted and the terms and conditions thereof hereby agreed to by the
undersigned.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Holder’s Signature

  
	
   

  	
   

  	
  Holder’s name and
  address: