Exhibit 10.5





Exhibit 10.5




FORM OF

DEFERRAL ELECTION

FOR THE NON-EMPLOYEE DIRECTORS’

DEFERRED COMPENSATION PROGRAM




UNDER THE DIAMONDROCK HOSPITALITY COMPANY

2004 STOCK OPTION AND INCENTIVE PLAN




1. 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”) and
the Non-Employee Directors’ Deferred Compensation Program established thereunder (the “Program”),
I, the undersigned Director, hereby elect and instruct DiamondRock Hospitality Company (the
“Company”) to: [Choose one]



o A. Defer all “Eligible Grants” (as defined in the Program) issuable to me by the Company.
By making this election, my annual Eligible Grant will be issued in the form of a Deferred Stock
Unit Award, in lieu of an Unrestricted Stock Award.; or



o B. Do not defer my “Eligible Grants” (as defined in the Program) issuable to me by
the Company. By making this election, my annual Eligible Grant will be issued in the form of an
Unrestricted Stock Award.



2. If I elect to defer by checking box A above, I understand that the amounts credited to my
deferred account will be paid in shares of Stock of the Company in a lump sum on the first business
day that occurs six-months after I cease to serve as a Director of the Company as further described
in the Program.



3. If I elect to defer by checking box A above, I hereby designate the following as my
beneficiary (or beneficiaries) under the Program and hereby revoke any prior designation of
beneficiary:



	 	 	 	 	 	 	 
	Beneficiary Name and Address	 	Relationship	 	Social Security No.	 	Percentage
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 






If a beneficiary predeceases me, his or her share shall be paid to the other surviving
beneficiaries in equal shares. If no beneficiary survives me or if there is no effective
beneficiary designation, my deferred account shall be paid to my estate.



4. If I elect to defer by checking box A above, I understand that with respect to all amounts
credited to my deferred account, I have no greater rights than that of an unsecured creditor of the
Company.


 












 





5. For 2010, this election under Paragraph 1 is being made within 30 days of the Effective
Date of the Program and relates solely to Eligible Grants that are earned with respect to services
performed subsequent to the date of this election. Thereafter, I understand that any election to
defer under Paragraph 1 box A shall apply only to Eligible Grants that are earned beginning at or
after the start of the next calendar year beginning after the calendar year in which the election
is received and accepted by the Company. The election in Paragraph 1 shall remain in effect for
all subsequent years unless the Company accepts, pursuant to the Plan and the Program, a new
election. I acknowledge that the election in Paragraph 1 may be completely revoked in writing
prospectively with respect to Eligible Grants that are issuable in the calendar year beginning
after the calendar year in which such revocation is made, as specified in the Program.




Executed this
 _____ day of
 _____, 20_____.



	 	 	 	 	 
	 

	 	 

Signature
	 	 
	 
	 	 	 	 
	 

	 	 

Print Name
	 	 






ACCEPTED:



DiamondRock Hospitality Company




	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	Date:
	 	 

	 	 
	 

	 	 	 	 

	 	 






 


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