Exhibit 10.1
 DIAMONDROCK HOSPITALITY COMPANY
 AMENDED AND RESTATED
 2004 STOCK OPTION AND INCENTIVE PLAN
 (as Amended and Restated on February 27, 2007)  (And as Further Amended on April 28, 2010)
 SECTION 1.
    
    GENERAL PURPOSE OF THE PLAN; DEFINITIONS
 Plan Company Operating
Partnership
  Act
 Administrator
 Award Awards,
 Board
 Change in Control
 Common
Stock Outstanding Voting Securities




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Incumbent Director
  Beneficial Ownership Beneficially Owned Beneficially Owns Person Qualified Affiliate
 Code
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Committee
 Consultant
 Covered Employee
 Deferred Stock Award
 Dividend Equivalent Right
 Effective Date
 Exchange Act
 Fair Market Value NASDAQ
 Incentive Stock Option
 Non-Employee Director
 Non-Employee Directors Deferred Compensation Program
 Non-Qualified Stock Option
 Option Stock Option
 Other Share-Based Award .
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Performance Cycle
 Performance Unit Award
 Restricted Stock Award
 Stock
 Stock Appreciation Right
 Subsidiary
 Unit or Units
 Unrestricted Stock Award
 SECTION 2.
    
    ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE
AWARDS
 Committee Administrator
 Powers of Administrator
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Delegation of Authority to Grant Awards
 Indemnification
 SECTION 3.
    
    STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION
 Stock Issuable
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Changes in Stock
 Change in Control Transactions
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Substitute Awards
 SECTION 4.
    
    ELIGIBILITY
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SECTION 5.
    
    STOCK OPTIONS
   Stock Options Granted to Employees, Non-Employee Directors and Key Persons
 Exercise Price
 Option Term
 Exercisability; Rights of a Stockholder.
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Method of Exercise
      Annual Limit on Incentive Stock Options
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Non-transferability of Options
 SECTION 6.
    
    STOCK APPRECIATION RIGHTS
 Nature of Stock Appreciation Rights
 Grant and Exercise of Stock Appreciation Rights
  Terms and Conditions of Stock Appreciation Rights
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SECTION 7.
    
    RESTRICTED STOCK AWARDS
 Nature of Restricted Stock Awards Restricted Stock
 Rights as a Stockholder
 Restrictions
 Vesting of Restricted Stock
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SECTION 8.
    
    DEFERRED STOCK AWARDS
 Nature of Deferred Stock Awards
 Election to Receive Deferred Stock Awards in Lieu of Compensation
 Rights as a Stockholder
 Restrictions
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Termination
 SECTION 9.
    
    UNRESTRICTED STOCK AWARDS
 Unrestricted Stock
 SECTION 10.
    
    PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES
 Performance-based Award
 Performance Criteria GAAP EBITDA FFO FAD
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Grant of Performance-based Awards
 Payment of Performance-based Awards
 Maximum Award Payable
 SECTION 11.
    
    DIVIDEND EQUIVALENT RIGHTS
 Dividend Equivalent Rights
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Interest Equivalents
 Termination
 SECTION 12.
    
    OTHER SHARE-BASED AWARDS
 Nature of Other Share-Based Awards Other Share-Based
Awards
 Rights as Stockholder
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Non-Transferability
 Termination of Employment or Service
 SECTION 13.
    
    PERFORMANCE UNIT AWARDS.
 Performance Unit Award
 SECTION 14.
    
    TAX WITHHOLDING
 Payment by Grantee
 Payment in Stock Share Withholding
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SECTION 15.
    
    TRANSFER, LEAVE OF ABSENCE, ETC.
    SECTION 16.
    
    SECTION 409A AWARDS
 409A Award
 SECTION 17.
    
    AMENDMENTS AND TERMINATION
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SECTION 18.
    
    STATUS OF PLAN
  SECTION 19.
    
    GENERAL PROVISIONS
 No Distribution; Compliance with Legal Requirements
  Delivery of Stock Certificates
 Other Compensation Arrangements; No Employment Rights
 Trading Policy Restrictions
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Designation of Beneficiary
 SECTION 20.
    
    EFFECTIVE DATE OF PLAN
 th th
 SECTION 21.
    
    GOVERNING LAW
  DATE APPROVED BY BOARD OF DIRECTORS:
    
    June 4, 2004DATE APPROVED BY STOCKHOLDERS:
    
    June 4, 2004DATE AMENDED AND RESTATED PLANAPPROVED BY BOARD OF DIRECTORS:
    
    February 27, 2007DATE AMENDED AND RESTATED PLANAPPROVED BY STOCKHOLDERS
    
    April 26, 2007DATE AMENDED PLAN APPROVEDBY BOARD OF DIRECTORS(STOCKHOLDER APPROVAL NOT REQUIRED)
    
    April 28, 2010
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APPENDIX A
 NON-EMPLOYEE DIRECTORS  DEFERRED COMPENSATION PROGRAM
 UNDER THE DIAMONDROCK HOSPITALITY COMPANY  2004 STOCK OPTION AND INCENTIVE PLAN
 I. INTRODUCTION
  II. ADMINISTRATION
  III. ELIGIBILITY
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IV. DEFERRAL OF ANNUAL EQUITY GRANT
  Deferred Account
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Dividend Equivalent Amounts
 Designation of Beneficiary
 Payment
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V. ADJUSTMENTS
  VI. AMENDMENT OR TERMINATION OF PROGRAM
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VII. MISCELLANEOUS PROVISIONS
 Notices
 Nontransferability of Rights
 Companys Obligations to Be Unfunded and Unsecured
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Section 409A
 Governing Law
 Effective Date of Program
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