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On December 15, 2009, the Board of Directors (the “Board”) of DiamondRock Hospitality Company (the “Company”) adopted a new form of Indemnification Agreement (the “Indemnification Agreement”) to be entered into with each member of the Board and each of the Company’s executive officers. The Indemnification Agreement replaces the Company’s existing indemnification agreements and, in general, provides for indemnification (and advance of expenses) to the fullest extent permitted by law, subject to the terms and conditions provided in the Indemnification Agreement. The Indemnification Agreement provides that the Company will (except in certain limited circumstances) indemnify the indemnitee against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending or completed criminal, civil, administrative or investigative action brought against the indemnitee or in which he or she otherwise becomes involved as a witness by reason of his or her relationship with the Company. The Indemnification Agreement also provides for indemnification rights regarding proceedings brought by or in the right of the Company. In addition, the Indemnification Agreement provides for the advance of expenses incurred by the indemnitee in connection with any proceeding covered by the Indemnification Agreement, provided that the indemnitee submits a written affirmation of his or her good faith belief that he or she has met the applicable standard for indemnification and a written undertaking to repay the advanced amounts if, upon conclusion of the proceeding, it is ultimately established that the indemnitee was not entitled to indemnification.

A copy of the form of Indemnification Agreement is attached hereto as Exhibit 10.1, and is incorporated herein by reference. The description above of the Indemnification Agreement is qualified in its entirety by reference to the form of Indemnification Agreement filed herewith.

On December 15, 2009, William W. McCarten announced his intention to retire as Executive Chairman of the Board of the Company, effective December 31, 2009. Mr. McCarten will continue as the non-executive Chairman of the Board effective as of January 1, 2010. As non-executive Chairman, Mr. McCarten will receive remuneration for his services in 2010 of (i) an annual cash retainer of $280,000 and (ii) an equity award with a value not less than $50,000, based on the closing stock price for the Company’s common stock on the New York Stock Exchange on the date of grant or such greater value as the Compensation Committee of the Board may determine to grant to the other non-executive directors of the Company for 2010. The cash retainer will be paid on a quarterly basis and the equity award will be granted at the same time as such grants are made to the other non-executive directors of the Company.

Pursuant to Section 2(h) of that certain Severance Agreement, made as of March 9, 2007, between Mr. McCarten and the Company (the “McCarten Severance Agreement”), the Board has designated Mr. McCarten an eligible retiree. As an eligible retiree, Mr. McCarten shall, in accordance with Section 3(d) of the McCarten Severance Agreement, be entitled to receive the benefits set forth in Sections 3(a) and 3(d) of the McCarten Severance Agreement, including

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payment of accrued salary, a cash bonus for 2009 and continued vesting of time-based restricted stock awards, and shall be entitled to the continued vesting of stock appreciation rights and dividend equivalent rights as set forth in that certain (i) Stock Settled Stock Appreciation Rights Agreement, dated March 4, 2008 and (ii) Dividend Equivalent Rights Agreement, dated March 4, 2008 and amended December 30, 2008.

In conjunction with the designation of Mr. McCarten as an eligible retiree, the Company expects to record a non-cash charge of approximately $1.0 million during the quarter ended December 31, 2009.

Effective December 31, 2009, Michael D. Schecter will be leaving his position as Executive Vice President, General Counsel and Corporate Secretary of the Company. In connection with his departure, Mr. Schecter entered into a Severance Letter (the “Severance Letter”) with the Company as contemplated by Section 3(a) of that certain Severance Agreement, made as of March 9, 2007, between Mr. Schecter and the Company (the “Schecter Severance Agreement”). Under the terms of the Severance Letter and in accordance with Section 3(b) of the Schecter Severance Agreement, (i) Mr. Schecter will receive a lump sum payment of $1.0 million, which is equal to two times the sum of his current base salary and his target annual bonus; (ii) his unvested restricted stock awards will vest on December 31, 2009; and (iii) Mr. Schecter will be entitled to continued health coverage for himself, his spouse and dependents for eighteen months. Also, Mr. Schecter will be paid his accrued and unpaid salary and his target bonus for 2009.

The Board exercised its discretion to accelerate the vesting of Mr. Schecter’s stock appreciation rights (“SARs”) and dividend equivalent rights (“DERs”) as set forth in that certain (i) Stock Settled Stock Appreciation Rights Agreement, dated March 4, 2008 and (ii) Dividend Equivalent Rights Agreement, dated March 4, 2008 and amended December 30, 2008, and Mr. Schecter’s SARs and DERs will vest on December 31, 2009. Pursuant to the Stock Settled Stock Appreciation Rights Agreement, Mr. Schecter may exercise any or all of his vested SARs within three months of December 31, 2009.

In conjunction with Mr. Schecter leaving his position as Executive Vice President, General Counsel and Corporate Secretary of the Company, the Company expects to record a non-recurring charge of approximately $1.6 million during the quarter ended December 31, 2009.

A copy of the Severance Letter is attached hereto as Exhibit 10.2 and is incorporated herein by reference. The description above of the Severance Letter is qualified in its entirety by reference to the Severance Letter filed herewith.

Mr. Schecter will not execute the Company’s new Indemnification Agreement, but his existing indemnification agreement with the Company is still in full force and effect.

On December 15, 2009, the Board amended and restated the bylaws of the Company, effective immediately, to, among other things, (a) reflect recent changes to the Maryland General Corporation Law, (b) take account of changes to the New York Stock Exchange rules, (c) address

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recent developments in public company governance, (d) clarify certain corporate procedures and (e) make certain other enhancements and technical corrections. Among the changes effected by the amendment and restatement are the following:

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The foregoing summary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Company’s Third Amended and Restated Bylaws attached hereto as Exhibit 3.2 and incorporated herein by reference.

On December 15, 2009, the Board approved the appointment of William J. Tennis as Executive Vice President, General Counsel and Corporate Secretary of the Company, effective January 4, 2010. In this role, Mr. Tennis will join the Company’s executive management team and manage its legal and corporate governance matters.

In connection with Mr. Tennis’s appointment, the Compensation Committee of the Board approved a letter agreement between the Company and Mr. Tennis, which outlines his salary and benefits for 2010. Under the letter agreement, Mr. Tennis’s 2010 annual salary will be $305,000. In addition, Mr. Tennis will be eligible for an annual cash bonus, with a target bonus of 66% of his base salary. Mr. Tennis’s cash bonus plan will also include a threshold and a maximum bonus of 33% and 100%, respectively, of his base salary. Mr. Tennis will receive an annual award of $500,000 in equity-based incentive compensation at the same time the Compensation Committee of the Board makes its annual grants to the other executive officers of the Company. The award will vest on the same schedule as the grants to the other executive officers. On December 16, 2009, the Company and Mr. Tennis entered into an indemnification agreement, substantially in the form entered into by other executive officers. The Company and Mr. Tennis also entered into a severance agreement, substantially in the form entered into by other executive officers, except that Mr. Tennis’s severance agreement does not include a tax gross-up provision.

Mr. Tennis joins the Company after 17 years at Marriott International, Inc. (NYSE: MAR) where he served in various capacities in the legal department. For the last several years, Mr. Tennis has served in a business capacity as Senior Vice President responsible for the Global Asset Management Group. This group oversaw and coordinated solutions for Marriott-branded hotels that encountered significant economic distress. In this role, Mr. Tennis was involved in numerous hotel restructurings and transactions with various hotel owners and lenders. Mr. Tennis brings with him an extensive knowledge of the law, hotel ownership groups, and a current understanding of the opportunities for acquiring distressed hotels.

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Mr. Tennis joined the legal department of Marriott in 1992 after practicing corporate law in New York where he focused on mergers and acquisitions, leveraged buyouts and other corporate finance transactions with the law firm of Richards & O’Neil. Mr. Tennis graduated magna cum laude from Harvard University and received his law degree from The New York University Law School.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DIAMONDROCK HOSPITALITY COMPANY

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