Exhibit 10.2
 DiamondRock Hospitality Company
 Form of Restricted Stock Award Agreement
 Name of Grantee   No. of Base Shares   Purchase Price per Share:  Grant Date:
Vesting Schedule:
 Percentage of Shares
    
    
    Cumulative PercentageVesting Date
    
    Becoming Vested
    
    
    VestedFebruary 27, 20__
    
    
    33.3
    %
    
    
    33.3
    %February 27, 20__
    
    
    33.3
    %
    
    
    66.6
    %February 27, 20__
    
    
    33.4
    %
    
    
    100
    %
 Plan Company plus Award
 Acceptance of Award; Rights as Shareholder
 Agreement




---



##### 



Restrictions and Conditions
   Additional Shares and Dividends.
 Additional
Shares
 Aggregate Share Count
 Applicable Dividend Payment Date
 NYSE Closing Price
     2




---



##### 



Vesting of Restricted Stock
    Incorporation of Plan
 Transferability
 Tax Withholding
  3




---



##### 



Miscellaneous
    [Signature Page Follows]
  4




---



##### 



DiamondRock Hospitality CompanyBy:Name:Title:  Dated:Grantees Signature
  5




---



##### 



EXHIBIT 1
 Example of Calculation of Additional Shares
  1.
    
    Grantee is awarded 300 Base Shares of Restricted Stock, 100 of which will vest in 2011,
100 in 2012 and 100 in 2013.2.
    
    On January 31, 2011, the Company issues a dividend equivalent to $1.00 per share. The
NYSE Closing Price is $10.00 on January 31, 2011. The dividend is payable 90% in stock and
10% in cash.3.
    
    On February 27, 2011, Grantee will receive 110 shares of Stock as follows:
 a.
    
    100 Base Shares will vest;b.
    
    10 Additional Shares determined as follows:
 i.
    
    9 shares issued as 90% of the dividend;ii.
    
    1 share purchased with the $10.00 cash portion of
the dividend.
 4.
    
    On January 31, 2012, the Company issues a dividend equivalent to $1.00 per share. The
NYSE closing stock price is $10.00 on January 31, 2012. The dividend is payable 100% in
cash.5.
    
    On February 27, 2012, Grantee will receive 121 shares of Stock as follows:
 a.
    
    100 Base Shares will vest;b.
    
    21 Additional Shares determined as follows:
 i.
    
    10 Additional Shares that would have been issued
with respect to such Base Shares in January 2011 (as calculated in 3b
above);ii.
    
    11 Additional Shares purchased with the aggregate
dividend of $110.00 on the 110 Base and Additional Shares which vest.
 6.
    
    On January 31, 2013, the Company issues a dividend equivalent to $1.00 per share. The
NYSE closing stock price is $10.00 on January 31, 2013. The dividend is payable 100% in
cash.7.
    
    On February 27, 2013, Grantee will receive 144 shares of Stock as follows:
 a.
    
    100 Base Shares will vest;b.
    
    44 Additional Shares determined as follows:
 i.
    
    10 Additional Shares that would have been issued
with respect to such Base Shares in January 2011 (as calculated in 3b
above);ii.
    
    21 Additional Shares that would have been issued
with respect to such Base Shares in January 2012 (as calculated in 5b
above);iii.
    
    13 Additional Shares purchased with the aggregate
dividend of $131.00 on the 131 Base and Additional Shares which vest.
(In addition, Grantee will be paid $1.00 in lieu of receiving a
fractional share of stock.)
  6