EXHIBIT
10.1


 


STOCK
SETTLED


 STOCK APPRECIATION RIGHTS


AGREEMENT


UNDER THE


DIAMONDROCK
HOSPITALITY COMPANY


2004
STOCK OPTION AND INCENTIVE PLAN


 


 


Name of Holder:


No. of Stock
Appreciation Rights:


Exercise Price per Share:


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 stock-settled stock appreciation
rights (each, a “SAR”) set forth above.  Each SAR entitles the Holder to the
difference, if positive, between (i) the value of a share of Common Stock,
par value $0.01 per share (the “Stock”) of
the Company on the date of that the Holder elects to exercise the SAR and (ii) the
Exercise Price Per Share, set forth above, subject to the terms and conditions
set forth herein and in the Plan.


 


1.     Vesting Schedule.
No portion of this SAR may be exercised until such portion 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 SARs shall be vested on the
dates indicated:


 




	
  Number
  of SARs that are Vested

  	
  Vesting
  Date

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  






 


Once vested, a SAR shall
continue to be exercisable at all times prior to the close of business on the
Expiration Date, subject to the provisions hereof and of the Plan.


 


2.     Manner of Exercise.


 


(a)   The Holder
may exercise this SAR only in the following manner: from time to time on or
prior to the Expiration Date of this SAR, the Holder may give written notice (“Exercise Notice”) to the
Administrator of his or her election to exercise some or all of the SAR that is
vested at the time of such Exercise Notice. The Exercise Notice shall specify
the number of SARs being exercised at that time.


 


Upon
exercise of a SAR, the Holder shall receive such number of shares of Stock
equal to the difference, if positive, between (i) the value of a share of
Stock at the time that the Holder elects to exercise the SAR and (ii) the
Exercise Price Per Share.  The value of
the Stock shall be the price of the Stock on the New York Stock Exchange as of
the time of the delivery of the Exercise Notice.


 


(b)   Certificates
for the shares of Stock to be delivered upon exercise of this SAR shall be
issued and delivered to the Holder upon compliance to the satisfaction of the
Administrator with all requirements under applicable laws or regulations in
connection with such issuance and with the requirements hereof and of the Plan.
The determination of the Administrator as to such compliance shall be final and
binding on the Holder. The Holder shall not be deemed to be the holder of, or
to have any of the rights of a holder with respect to, any shares of Stock
subject to this SAR unless and until this SAR shall have been exercised
pursuant to the terms hereof, the Company shall have issued and delivered the
shares to the Holder, and the Holder’s name shall have been entered as the
stockholder of record on the books of the Company. Thereupon, the Holder shall
have full voting, dividend and other ownership rights with respect to such
shares of Stock.


 


 


 

















 


 


(c)   The
minimum number of shares with respect to which this SAR may be exercised at any
one time shall be 100 shares, unless the number of shares with respect to which
this SAR is being exercised is the total number of shares subject to exercise
under this SAR at the time.


 


(d)   Notwithstanding
any other provision hereof or of the Plan, no portion of this SAR shall be
exercisable after the Expiration Date hereof.


 


3.     Termination of Employment.
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 SAR may be subject
to earlier termination as set forth below.


 


(a)   Termination Due to Death.
If the Holder’s employment terminates by reason of death, any SAR 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.


 


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


 


(c)   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
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 Expiration Date.


 


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


 


(i) 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.


 


(ii) 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.


 


(e)   Voluntary Resignation
(without Good Reason) If the Holder voluntarily resigns his or
her employment other than for Good Reason, the Holder will have a period of
three months from the date of termination or until the Expiration Date, if
earlier to exercise the SAR. Any SAR that is not exercisable at such time shall
terminate immediately and be of no further force or effect.


 


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


 


(g)   Other Termination.
If the Holder’s employment terminates for any reason other than set forth above
in sub-paragraphs (a) through (e), and unless otherwise determined by the
Administrator, 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.


 


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 SAR 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. This SAR is exercisable, during
the Holder’s lifetime, only by the Holder, and thereafter, only by the Holder’s
legal representative or legatee.


 


6.     Tax Withholding.
The Holder shall, not later than the date as of which the exercise of this SAR
becomes a taxable event for Federal income tax purposes, 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 such
taxable event. The Holder may elect to have the minimum required tax
withholding obligation satisfied, in whole or in part, by (i) authorizing
the Company to withhold from shares of Stock to be issued, or (ii) transferring
to the Company, a number of shares of Stock with an aggregate Fair Market Value
that would satisfy the withholding amount due.


 


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 SARs 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 SAR 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: