0001298946-14-000021 Sample Contracts

Relative TSR Performance Stock Unit Agreement
Performance Stock Unit Agreement • February 25th, 2014 • DiamondRock Hospitality Co • Real estate investment trusts

Pursuant to the DiamondRock Hospitality Company Amended and Restated 2004 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), DiamondRock Hospitality Company (the “Company”) hereby grants a deferred stock award pursuant to Section 8 of the Plan consisting of the number of Relative TSR Performance Stock Units (“Performance Stock Units”) listed above (the “Award”) to the Grantee named above. Each Performance Stock Unit shall relate to one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company, subject to the restrictions and conditions set forth herein and in the Plan, and subject to the performance of the Company’s stock relative to the Peer Set (as defined in Exhibit A) as calculated in accordance with Exhibit A (the “Performance Goals”).

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