ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 12, 2021, DiamondRock Hospitality Company (the "Company"), entered into an amendment (the "First Amendment") to the severance agreement dated as of December 16, 2009 between the Company and William J. Tennis (the "Severance Agreement"). Pursuant to the First Amendment, a "retirement" will be deemed to have occurred under the Severance Agreement if Mr. Tennis voluntary resigns from the Company (other than for good reason) on or after December 31, 2021 and with appropriate notice.

Pursuant to the First Amendment, the Severance Agreement was amended to provide that if Mr. Tennis's employment terminates because of his retirement, then certain of his equity awards shall either be subject to accelerated vesting or shall continue to vest on the terms as set forth in the equity compensation award agreement as if Mr. Tennis remained continuously employed by the Company through all vesting events. The First Amendment also provides that in the event that Mr. Tennis is terminated by the Company without cause or terminates his employment for good reason before the earlier of December 31, 2023 or his retirement, Mr. Tennis will receive an amount equal to two times (the "Multiplier") the sum of Mr. Tennis's (i) base salary and (ii) target annual bonus, provided, that if Mr. Tennis remains employed by the Company following December 31, 2022, the Multiplier will gradually be reduced to zero after the end of 2023.

The summary of the First Amendment set forth above is qualified in its entirety by reference to Exhibit 10.1, which is incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits.



(d) Exhibits.

    Exhibit No.            Description

        10.1                 First Amendment to Severance Agreement between DiamondRock Hospitality
                           Company and William J. Tennis, dated March     12    , 2021.
        104                Cover Page Interactive Data File (embedded within the Inline XBRL
                           document).

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