EX-10.49



 Exhibit 10.49 
 FORM OF 
 DIAMOND RESORTS INTERNATIONAL, INC. 

2013 INCENTIVE COMPENSATION PLAN 
 NON-QUALIFIED STOCK OPTION AGREEMENT 
 This Stock Option Agreement (the
“Agreement”) dated                      (the “Grant Date”) is by and between Diamond Resorts International,
Inc., a Delaware corporation (the “Company”) and                      (the “Grantee”). 

In accordance with Section 6 of the Diamond Resorts International, Inc. 2013 Incentive Compensation Plan (the
“Plan”), and subject to the terms of the Plan and this Agreement, the Company hereby grants to the Grantee an option to purchase shares of common stock, par value $0.001 per share, of the Company (“Shares”) on the
terms and conditions as set forth below (the “Option”). The Option granted hereby is not intended to constitute an Incentive Stock Option (within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”)). All capitalized terms used but not otherwise not defined herein shall have the meanings as set forth in the Plan. 
 To evidence the Option and to set forth its terms, the Company and the Grantee agree as follows: 
 1. Grant. The Committee hereby grants the Option to the Grantee on the Grant Date for the purchase from the Company of all or any part of an aggregate of
                 Shares (subject to adjustment as provided in Section 4.2 of the Plan). 

2. Option Price. The purchase price per Share purchasable under this Option shall be
$         (the “Option Price”) (subject to adjustment as provided in Section 4.2 of the Plan). The Option Price is equal to 100% of the Fair Market Value of one Share on the Grant
Date, as determined under the Plan. 
 3. Term and Vesting of the Option. The Term of the Option shall expire on the
tenth anniversary of the Grant Date. Thereafter, the Option shall become vested and exercisable with respect to                  of the shares on each of the first
                     anniversaries of the Grant Date (each such anniversary of the Grant Date, a “Vesting Date”). Except as
otherwise provided herein, the Option may be exercised on or 

  
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following the Grant Date or applicable Vesting Dates with respect to the vested and exercisable portion, as long as such exercise occurs prior to the expiration of the Option as provided in this
Agreement and the Plan. 
 Notwithstanding the foregoing provisions of this Section 3, and except as otherwise
determined by the Committee, as provided in the Plan or as provided herein, any portion of the Option which is not vested (or otherwise not exercisable) at the time of the Grantee’s Termination of Service shall not become exercisable after such
termination and shall immediately be cancelled and forfeited to the Company. 
 4. Termination of Service. In the event
the Grantee incurs a Termination of Service, the Grantee will have such rights with respect to the Option as are provided for in the Plan. Notwithstanding the foregoing, the period (if any) following the Grantee’s Termination of Service in
which the Grantee has the right to exercise all or any portion of the Option (as set forth in section 5.3 of the Plan) shall be extended by the number of days (if any) during such period on which there exists the Lock-Up Period (as defined below) or
any black-out period under the Company’s Insider Trading Compliance Policy, but only to the extent the Grantee is subject to a prohibition on trading in the Company’s securities during such black-out period under the Company’s Insider
Trading Compliance Policy. 
 5. Exercise of Option. On or after the date any portion of the Option becomes exercisable,
but prior to the expiration of the Option in accordance with Sections 3 and 4 above, the portion of the Option that has become exercisable may be exercised in whole or in part by the Grantee (or, pursuant to Section 6, by
his or her permitted successor) upon delivery of the following to the Company (or any Person designated by the Company): 
  

	 	(a)	a written notice, on a form provided by the Committee, of exercise which identifies this Agreement and states the number of whole Shares then being purchased; and


  

	 	(b)	any combination of cash (or personal check, money order, cashier’s check or wire transfer) and/or (i) subject to applicable law and the Company’s
policies, through the sale of the Shares acquired on the exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of
sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exercise, or (ii) with the approval of the Committee, Shares
then owned by the Grantee in an amount having a combined Fair Market Value on the Exercise Date then equal to the aggregate Option Price of the Shares then being purchased. 


Notwithstanding anything to the contrary herein, the Grantee (or any permitted successor) shall take whatever additional actions,
including, without limitation, the furnishing of an opinion of counsel and execute whatever additional documents the Company may, in its sole discretion, deem necessary or advisable in order to carry out or effect one or more of the obligations or
restrictions imposed by the Plan, this Agreement or applicable law. 

  
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 No Shares shall be issued upon exercise of the Option until full payment has been made. Upon
satisfaction of the conditions and requirements of this Section 5 and the Plan, the Company, in its sole discretion, shall either (x) credit the number of Shares for which the Option was exercised in a book entry on the records kept
by the Company’s stockholder record keeper or (y) shall deliver to the Grantee (or his or her permitted successor) a certificate or certificates for the number of Shares in respect of which the Option shall have been exercised. Upon
exercise of the Option (or a portion thereof), the Company shall have a reasonable time to issue Shares or credit a book entry for the Common Stock for which the Option has been exercised, and the Grantee shall not be treated as a stockholder for
any purpose whatsoever prior to such issuance or book entry. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date such Common Stock is recorded as issued and transferred in the Company’s
official stockholder records, except as otherwise provided in the Plan or this Agreement. 
 With the consent of the Grantee, at
the time the Grantee exercises any portion of the Option, in lieu of accepting payment of the Option Price of the Option and delivering the number of Shares of Common Stock for which the Option is being exercised pursuant to this Section, the
Committee may direct that the Company either (A) pay the Grantee a cash amount, or (B) issue a lesser number of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal to the amount, if any, by which
the aggregate Fair Market Value of the Shares of Common Stock as to which the Option is being exercised exceeds the aggregate Option Price for such Shares, based on such terms and conditions as the Committee shall establish. 

6. Limitation Upon Transfer. The Option and all rights granted hereunder shall not (a) be transferred by the Grantee, other
than by will, by the laws of descent and distribution, or to a Permitted Transferee; (b) be otherwise assigned, pledged or hypothecated in any way; and (c) be subject to execution, attachment or similar process. Any attempt to transfer the
Option, other than as permitted in the preceding sentence shall be void and unenforceable against the Company or any Subsidiary; provided, however, that the Grantee may designate a Beneficiary to receive benefits in the event of
Grantee’s death. The Option shall be exercised during the Grantee’s lifetime only by the Grantee, the Grantee’s guardian, the Grantee’s legal representative or a Permitted Transferee. 

7. Change in Control. Upon a Change in Control, the Grantee will have such rights with respect to the Option as are provided for
in the Plan. 
 8. Effect of Amendment of Plan. No discontinuation, modification or amendment of the Plan may, without
the written consent of the Grantee, adversely affect the rights of the Grantee under the Option, except as otherwise provided under the Plan. This Agreement may be 

  
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amended as provided for under the Plan, but no such amendment shall adversely affect the Grantee’s rights under the Agreement without the Grantee’s written consent, unless otherwise
permitted by the Plan. 
 9. No Limitation on Rights of the Company. The grant of the Option shall not in any way affect
the right or power of the Company to make adjustments, reclassifications or changes in its capital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. 

10. Rights as a Stockholder. The Grantee shall have the rights of a stockholder with respect to the Shares subject to the Option
only upon becoming the holder of record of such Shares. Except as required by applicable law, the Company (or any of its affiliates) shall not have any duty or obligation to disclose affirmatively to a record or beneficial holder of Shares, and such
holder shall have no right to be advised of, any material information regarding the Company at any time prior to, upon or in connection with the receipt of Shares. 
 11. Compliance with Applicable Law. Notwithstanding anything herein to the contrary, the Company shall not be obligated to either (a) cause to be issued or delivered any certificates for
Shares pursuant to the exercise of the Option or (b) credit a book entry related to the Shares issued pursuant to the exercise of the Option to be entered on the records of the Company’s stockholder record keeper, unless and until the
Company is advised by its counsel that the issuance and delivery of such certificates or entry on the records, as applicable, is in compliance with all applicable laws, regulations of governmental authority, and the requirements of the New York
Stock Exchange or any other exchange upon which the Shares are traded. The Company may require, as a condition of the issuance and delivery of such certificates or entry on the records, as applicable, and in order to ensure compliance with such
laws, regulations and requirements, that the Grantee make such covenants, agreements, and representations as the Company, in its sole discretion, considers necessary or desirable. 

12. No Obligation to Exercise Option. The granting of the Option shall not impose an obligation upon the Grantee to exercise such
Option. 
 13. Agreement Not a Contract of Employment or Other Relationship. This Agreement is not a contract of
employment, and the terms of employment of the Grantee or other relationship of the Grantee with the Company or its Subsidiaries shall not be affected in any way by this Agreement except as specifically provided herein. The execution of this
Agreement shall not be construed as conferring any legal rights upon the Grantee for a continuation of an employment or other relationship with the Company or its Subsidiaries, nor shall it interfere with the right of the Company or its Subsidiaries
to discharge the Grantee and to treat him or her without regard to the effect that such treatment might have upon him or her as the Grantee. 

  
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 14. Withholding. If the Company is obligated to withhold an amount on account of any
tax imposed as a result of the exercise of the Option, the Grantee shall be required to pay such amount to the Company, or make arrangements satisfactory to the Company regarding the payment of such amount, as provided in Section 17 of the
Plan. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the
Grantee. The Grantee acknowledges and agrees that he or she is responsible for the tax consequences associated with the grant and exercise of the Option. 
 15. Notices. Any communication or notice required or permitted to be given hereunder shall be in writing, and, if to the Company, to its principal place of business, attention: Committee, and if to
the Grantee, to the address appearing on the records of the Company. Such communication or notice shall be delivered personally or sent by certified, registered or express mail, postage prepaid, return receipt requested, or by a reputable overnight
delivery service. Any such notice shall be deemed given when received by the intended recipient. Notwithstanding the foregoing, any notice required or permitted hereunder from the Company to the Grantee may be made by electronic means, including by
electronic mail to the Company-maintained electronic mailbox of the Grantee, and the Grantee hereby consents to receive such notice by electronic delivery. To the extent permitted in an electronically delivered notice described in the previous
sentence, the Grantee shall be permitted to respond to such notice or communication by way of a responsive electronic communication, including by electronic mail. 
 16. Governing Law. The validity, construction and effect of this Agreement and any rules and regulations relating to this Agreement shall be determined in accordance with the laws of the
State of Delaware, other than its law respecting choice of laws, and applicable federal law. Venue shall be in, and subject to the jurisdiction of, the courts of the State of Delaware or a Federal Court located in the State of Delaware (as may be
appropriate), notwithstanding the present or future domiciles of the Company or the Grantee.  

  
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 17. Receipt of Plan and Interpretation. The Grantee acknowledges receipt of a copy of
the Plan, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Option subject to all the terms and provisions of the Plan and this Agreement. The Option is granted pursuant to the terms of the Plan,
the terms of which are incorporated herein by reference, and the Option shall in all respects be interpreted in accordance with the Plan. The Committee shall interpret and construe the Plan and this Agreement, and its interpretation and
determination shall be conclusive and binding upon the parties hereto and any other Person claiming an interest hereunder, with respect to any issue arising hereunder or thereunder. 

18. Condition to Return Signed Agreement. This Agreement shall be null and void unless the Grantee indicates his or her acceptance
of the Option and the terms of this Agreement by signing, dating and returning this Agreement to the Company on or before                     .

 19. Waiver; Cumulative Rights. The failure or delay of either party to require performance by the other party of any
provision hereof shall not affect its right to require performance of such provision unless and until such performance has been waived in writing. Each and every right hereunder is cumulative and may be exercised in part or in whole from time to
time. 
 20. Counterparts. This Agreement may be signed in two counterparts, each of which shall be an original, but both
of which shall constitute but one and the same instrument. All signatures hereto may be transmitted by facsimile or .pdf file, and such facsimile or .pdf file will, for all purposes, be deemed to be the original signature of the party whose
signature it reproduces, and will be binding upon such party. 
 21. Headings. The headings contained in this Agreement
are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 
 22.
Severability. If any provision of this Agreement shall for any reason by held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such
invalid or unenforceable provision were omitted. 
 23. Other Terms and Conditions. The foregoing does not modify or
amend any terms of the Plan. To the extent any provisions of this Agreement are inconsistent or in conflict with any terms or provisions of the Plan, the Plan shall govern. 
 [SIGNATURE PAGE FOLLOWS] 

  
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 IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year
first written. 
  

			
	DIAMOND RESORTS INTERNATIONAL, INC.
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  



 ACCEPTANCE OF AWARD BY GRANTEE 

By executing below, the undersigned, the Grantee hereby acknowledges, (a) receipt of a copy of the Plan, (b) that the Grantee
has read the Plan and this Agreement carefully, and fully understands their contents, (c) that the Grantee accepts the award of the Option, and (d) the Grantee agrees to be bound by the terms and conditions of the Plan and this Agreement.

  

			
	Signature:	 	  

		
	Printed Name:	 	  

		
	Date:	 	  



 Please signed and return your copy of this Agreement by
                    , to
                     at
                     via pdf, fax or interoffice-mail
(                                ). Failure to do so will result in
forfeiture of this Award. Please retain a copy of this signed Agreement for your records.