Exhibit 10.4





Exhibit 10.4




FORM OF

DEFERRED STOCK UNIT AWARD AGREEMENT

FOR THE NON-EMPLOYEE DIRECTORS’

DEFERRED COMPENSATION PROGRAM




UNDER THE DIAMONDROCK HOSPITALITY COMPANY

2004 STOCK OPTION AND INCENTIVE PLAN




	 	 	 	 	 
	Name of Grantee:
	 	 	 	 
	 

	 	 

	 	 
	Number of DSUs Granted:
	 	 	 	 
	 

	 	 

	 	 
	Grant Date:
	 	 	 	 
	 

	 	 

	 	 






1. Award. Pursuant to the DiamondRock Hospitality Company 2004 Stock Option and
Incentive Plan, as amended and restated on February 27, 2007 and as further amended on April 28,
2010 (the “Plan”), DiamondRock Hospitality Company (the “Company”) hereby grants to the Grantee
named above the number of Deferred Stock Units (“DSUs”) specified above. This Award represents a
promise to pay to the Grantee at a future date, subject to the restrictions and conditions set
forth herein and in the Plan, a number of shares of common stock, par value $0.01 per share (the
“Stock”) of the Company equal to the number of DSUs. The DSUs are being granted in accordance with
the terms of the Company’s Non-Employee Directors’ Deferred Compensation Program, effective
April 28, 2010 (the “Program”).



2. Restrictions and Conditions. The DSUs are subject to restrictions as set forth
herein, in the Program and in the Plan.



3. Vesting of DSUs. The DSUs granted hereunder shall be fully vested on the Grant
Date.



4. Timing and Form of Payout. The DSUs will be paid to the Grantee in the form of
shares of Stock at the time and in the manner specified in the Program.



5. Voting Rights and Dividends. Until such time as the DSUs are paid out in shares of
Stock, the Grantee shall not have voting rights. However, all dividends and other distributions
paid with respect to the shares of Stock covered by the DSUs shall accrue and shall be converted to
additional DSUs as specified in the Program.



6. Change in Control. In the event of a Change in Control of the Company prior to the
payout of shares of Stock, all DSUs shall be treated as specified in the Program.



7. Beneficiary Designation. The Grantee may, from time to time, name any beneficiary
or beneficiaries (who may be named contingently or successively) to whom any benefit under this
Agreement is to be paid in case of his or her death before he or she receives any or all of such
benefit. Each such designation shall revoke all prior designations by the Grantee, shall be in a
form prescribed by the Company, and will be effective only when filed by the Grantee in writing
with the Company during the Grantee’s lifetime. In the absence of any
such designation, benefits remaining unpaid at the Grantee’s death shall be paid to the
Grantee’s estate.


 


 









 





8. Continuation of Service as Director. This Agreement shall not confer upon the
Grantee any right to continue service with the Company, nor shall this Agreement interfere in any
way with the Company’s right to terminate the Grantee’s service at any time.



9. Incorporation of Plan. Notwithstanding anything herein to the contrary, this
Agreement shall be subject to and governed by all the terms and conditions of the Program and the
Plan. Capitalized terms in this Agreement shall have the meaning specified in the Program, unless
a different meaning is specified herein.



10. Transferability. This Agreement is personal to the Grantee, 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.



11. Notices. Notices hereunder shall be mailed or delivered as specified in the
Program.



	 	 	 	 	 
	 	DiamondRock Hospitality Company

 	 
	 	By:  	 	 
	 	 	Title: _______________________________	 




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



	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 

Grantee’s Signature
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Grantee’s name and address:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 







 


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