EX-10.1






Exhibit 10.1




UDR, INC.

1999 LONG-TERM INCENTIVE PLAN




(AS AMENDED AND RESTATED MAY 13, 2009)




ARTICLE 1




PURPOSE




1.1 GENERAL. The purpose of the UDR, Inc. 1999 Long-Term Incentive Plan (the “Plan”)
is to promote the success, and enhance the value, of UDR, Inc. (the “Company”), by linking the
personal interests of its employees, officers, consultants and directors to those of Company
stockholders and by providing such persons with an incentive for outstanding performance. The Plan
is further intended to provide flexibility to the Company in its ability to motivate, attract, and
retain the services of employees, officers, consultants and directors upon whose judgment,
interest, and special effort the successful conduct of the Company’s operation is largely
dependent. Accordingly, the Plan permits the grant of incentive awards from time to time to
selected employees, officers, consultants and directors.



ARTICLE 2




EFFECTIVE DATE




2.1 EFFECTIVE DATE. For tax reasons, the Plan was approved by the Board of Directors
in interim stages. First, the Board approved the Plan on March 9, 1999 as it relates to Awards of
Restricted Stock and Performance Units only (the “First Effective Date”), and the Plan became
effective as of the First Effective Date for the limited purpose of (i) making Awards of Restricted
Stock on or prior to May 31, 1999 to non-officer employees of the Company and (ii) making cash
Performance Unit Awards under Article 9 of the Plan with respect to a performance period beginning
on January 1, 1999.



On January 25, 2000, the Board approved the Plan for the purpose of (i) making Awards of
Restricted Stock on or prior to May 31, 2000 to non-officer employees of the Company, (ii) making
Awards of Restricted Stock on or prior to May 31, 2000 to certain officers of the Company from
shares purchased by the Company on the open market, and (iii) making cash Performance Unit Awards
under Article 9 of the Plan with respect to a performance period beginning on January 1, 2000 (the
“Second Effective Date”).



On March 20, 2001, the Board approved the Plan as it relates to all types of Awards under the
Plan (the “Third Effective Date”) and the Plan became fully effective as of the Third Effective
Date. The Plan was approved by the stockholders of the Company on May 8, 2001. In the discretion
of the Committee, Awards may be made to Covered Employees which are intended to constitute
qualified performance-based compensation under Code Section 162(m).



The Plan was amended and restated by the Board of Directors on May 4, 2004 to eliminate the
express authority under Section 7.1(c) to pay the exercise price of an Option with a promissory
note, which amendment and restatement of the Plan is not subject to stockholder approval.



The Plan was amended and restated by the Board of Directors on July 23, 2004 to modify
Sections 14.8 and 14.9 to provide that unless otherwise provided in a Participant’s Award Agreement
upon a Participant’s Death, Disability or Retirement, all outstanding Options, Stock Appreciation
Rights and other Awards in the nature of rights that may be exercised shall become fully
exercisable and all restrictions on outstanding Awards shall lapse, which amendment and restatement
of the Plan is not subject to stockholder approval.



The Plan was amended and restated by the Board of Directors on February 10, 2006, to eliminate
the automatic grant of formula awards to non-employee directors and to update non-material terms of
the Plan (par value of common stock and other nomenclature) to conform to Maryland versus Virginia
corporate law, which amendment and restatement of the Plan is not subject to stockholder approval.



The Plan was amended and restated by the Board of Directors on February 7, 2008 generally as
follows: (i) to change the name of the Company from United Dominion Realty Trust, Inc. to UDR,
Inc.; and (ii) to provide that the grant price of any Stock Appreciation Right may not be reduced
except as provided in Section 15.1 or otherwise with the consent of the stockholders, which
amendment and restatement of the Plan is not subject to stockholder approval.



The Plan was amended and restated by the Board of Directors on May 30, 2008 generally as
follows: (i) to limit the term of Options and Stock Appreciation Rights to 10 years; (ii) to
provide that shares of stock that are (a) not issued or delivered as a result of the net settlement
of a Stock Appreciation Right or Option, (b) used to pay the exercise price or withholding taxes
related to an outstanding Award or (c) repurchased on the open market with the proceeds of the
Option exercise price shall not again become available for issuance under the Plan; (iii) to
provide that the exercise price per share of an Option shall in no event be less than the Fair
Market Value of one share of stock on the date of grant; (iv) to provide that the maximum Fair
Market Value of any Awards, other than Options or Stock Appreciation Rights, that may be received
by a Participant during any one calendar year shall be $2,000,000; (v) to provide that in no event
may a Stock Appreciation Right be exercisable for more than 10 years from the date of its grant;
(vi) to provide that, except as provided in Section 15.1, without the consent of stockholders an
Award may not be exchanged or bought out if the effect is to lower the exercise price of the Option
or the grant price of the Stock Appreciation Right; (vii) to provide that, except as provided in
Section 15.1, without consent of the stockholders, an Award may not be granted in substitution of
another Award if the effect is to replace an Option or Stock Appreciation Right with an Award with
a lower exercise or grant price and (viii) to expand the Performance Goals.



Subject to stockholder approval, the Plan was amended and restated by the Board of Directors
on March 12, 2009 generally as follows: (i) to increase the number of shares of Stock available for
issuance pursuant to Awards from 4,000,000 to 16,000,000; (ii) to provide that the maximum Fair
Market Value of any Awards, other than Options or Stock Appreciation Rights, that may be received
by a Participant during any one calendar year shall be $5,000,000, (iii) to provide that the
maximum number of shares of Stock with respect to one or more Options and/or Stock Appreciation
Rights that may be granted during any one calendar year under the Plan to any one Participant shall
be 5,000,000 shares and (iv) to provide that Awards (other than Options or Stock Appreciation
Rights) granted from and after the approval of the Plan at the Company’s 2009 Annual Meeting of
Stockholders shall count against the Plan reserve as 2.28 shares of Stock for each share of Stock
actually subject to the Award.



ARTICLE 3

DEFINITIONS




3.1 DEFINITIONS. When a word or phrase appears in this Plan with the initial letter
capitalized, and the word or phrase does not commence a sentence, the word or phrase shall
generally be given the meaning ascribed to it in this Section or in Section 1.1 unless a clearly
different meaning is required by the context. The following words and phrases shall have the
following meanings:



(a) “Award” means any Option, Stock Appreciation Right, Restricted Stock Award, Performance
Unit Award, Dividend Equivalent Award, or Other Stock-Based Award, or any other right or interest
relating to Stock or cash, granted to a Participant under the Plan.



(b) “Award Agreement” means any written agreement, contract, or other instrument or document
evidencing an Award.



(c) “Board” means the Board of Directors of the Company.




(d) “Change of Control” means and includes each of the following:




(1) a merger or consolidation in which the Company is not the surviving entity, except
for a transaction the principal purpose of which is to change the state in which the Company
is incorporated;




(2) the transfer or sale of all or substantially all of the assets of the Company other
than to an affiliate or Subsidiary of the Company;




(3) the liquidation of the Company; or




(4) the acquisition by any person, or by a group of persons acting in concert, of more
than fifty percent (50%) of the outstanding voting securities of the Company, which results
in the resignation or addition of fifty percent (50%) or more independent members of the
Board.



(e) “Code” means the Internal Revenue Code of 1986, as amended from time to time.



(f) “Committee” means the committee of the Board described in Article 4.



(g) “Company” means UDR, Inc., a Maryland corporation.



(h) “Consultant” means, and is limited to, a “consultant” or “advisor” with respect to whom
the Company would be permitted to use Form S-8 to register the issuance of securities, as described
in the General Instructions to Form S-8 under the 1933 Act.



(i) “Covered Employee” means a covered employee as defined in Code Section 162(m)(3).



(j) “Disability” shall mean any illness or other physical or mental condition of a Participant
that renders the Participant incapable of performing his customary and usual duties for the
Company, or any medically determinable illness or other physical or mental condition resulting from
a bodily injury, disease or mental disorder which, in the judgment of the Committee, is permanent
and continuous in nature. The Committee may require such medical or other evidence as it deems
necessary to judge the nature and permanency of the Participant’s condition. Notwithstanding the
above, with respect to an Incentive Stock Option, Disability shall mean Permanent and Total
Disability as defined in Section 22(e)(3) of the Code.



(k) “Dividend Equivalent” means a right granted to a Participant under Article 11.



(l) “Effective Date” means the First, Second or Third Effective Date, as the context requires,
as such terms are defined in Section 2.1.



(m) “Fair Market Value”, on any date, means the closing sales price on the New York Stock
Exchange on such date or, in the absence of reported sales on such date, the closing sales price on
the immediately preceding date on which sales were reported.



(n) “Incentive Stock Option” means an Option that is intended to meet the requirements of
Section 422 of the Code or any successor provision thereto.



(o) “Non-Employee Director” means a member of the Board who is not an employee of the Company
or any Parent or Subsidiary.



(p) “Non-Qualified Stock Option” means an Option that is not an Incentive Stock Option.



(q) “Option” means a right granted to a Participant under Article 7 of the Plan to purchase
Stock at a specified price during specified time periods. An Option may be either an Incentive
Stock Option or a Non-Qualified Stock Option.



(r) “Other Stock-Based Award” means a right, granted to a Participant under Article 12 that
relates to or is valued by reference to Stock or other Awards relating to Stock.



(s) “Parent” means a corporation that owns or beneficially owns a majority of the outstanding
voting stock or voting power of the Company. For Incentive Stock Options, the term shall have the
same meaning as set forth in Code Section 424(e).



(t) “Participant” means a person who, as an employee, officer, consultant or director of the
Company or any Parent or Subsidiary, has been granted an Award under the Plan.



(u) “Performance Unit” means a right granted to a Participant under Article 9, to receive
cash, Stock, or other Awards, the payment of which is contingent upon achieving certain performance
goals established by the Committee.



(v) “Plan” means the UDR, Inc. 1999 Long-Term Incentive Plan, as amended from time to time.



(w) “Restricted Stock Award” means Stock granted to a Participant under Article 10 that is
subject to certain restrictions and to risk of forfeiture.



(x) “Retirement” means a Participant’s termination of employment with the Company, Parent or
Subsidiary after attaining any normal or early retirement age specified in any pension, profit
sharing or other retirement program sponsored by such company, or, in the event of the
inapplicability thereof with respect to the person in question, as determined by the Committee in
its reasonable judgment.



(y) “Stock” means the $0.01 par value Common Stock of the Company, and such other securities
of the Company as may be substituted for Stock pursuant to Article 14.



(z) “Stock Appreciation Right” or “SAR” means a right granted to a Participant under Article 8
to receive a payment equal to the difference between the Fair Market Value of a share of Stock as
of the date of exercise of the SAR over the grant price of the SAR, all as determined pursuant to
Article 8.



(aa) “Subsidiary” means any corporation, limited liability company, partnership or other
entity that is directly, or indirectly through one or more intermediaries, controlled by or under
common control with the Company. Notwithstanding the foregoing, for purposes of Incentive Stock
Options granted under the Plan, the term “Subsidiary” shall have the meaning set forth in Code
Section 424(f).



(bb) “1933 Act” means the Securities Act of 1933, as amended from time to time.



(cc) “1934 Act” means the Securities Exchange Act of 1934, as amended from time to time.



ARTICLE 4

ADMINISTRATION




4.1 COMMITTEE. The Plan shall be administered by the Compensation Committee of the
Board or, at the discretion of the Board from time to time, by the Board. The Committee shall
consist of two or more members of the Board. It is intended that the directors appointed to serve
on the Committee shall be “non-employee directors” (within the meaning of Rule 16b-3 promulgated
under the 1934 Act) and “outside directors” (within the meaning of Code Section 162(m) and the
regulations thereunder) to the extent that Rule 16b-3 and, if necessary for relief from the
limitation under Code Section 162(m) and such relief is sought by the Company, Code Section 162(m),
respectively, are applicable. However, the mere fact that a Committee member shall fail to qualify
under either of the foregoing requirements shall not invalidate any Award made by the Committee,
which Award is otherwise validly made under the Plan. The members of the Committee shall be
appointed by, and may be changed at any time and from time to time in the discretion of, the Board.
During any time that the Board is acting as administrator of the Plan, it shall have all the
powers of the Committee hereunder, and any reference herein to the Committee (other than in this
Section 4.1) shall include the Board.



4.2 ACTION BY THE COMMITTEE. For purposes of administering the Plan, the following
rules of procedure shall govern the Committee. A majority of the Committee shall constitute a
quorum. The acts of a majority of the members present at any meeting at which a quorum is present,
and acts approved unanimously in writing by the members of the Committee in lieu of a meeting shall
be deemed the acts of the Committee. Each member of the Committee is entitled to, in good
faith, rely or act upon any report or other information furnished to that member by any officer or
other employee of the Company or any Parent or Subsidiary, the Company’s independent certified
public accountants, or any executive compensation consultant or other professional retained by the
Company to assist in the administration of the Plan.



4.3 AUTHORITY OF COMMITTEE. The Committee has the exclusive power, authority and
discretion to do the following; except as such discretion shall be delegated as provided below in
this Section 4.3:



(a) Designate Participants;



(b) Determine the type or types of Awards to be granted to each Participant;



(c) Determine the number of Awards to be granted and the number of shares of Stock to which an
Award will relate;



(d) Determine the terms and conditions of any Award granted under the Plan, including but not
limited to, the exercise price, grant price, or purchase price, any restrictions or limitations on
the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability
of an Award, and accelerations or waivers thereof, based in each case on such considerations as the
Committee in its sole discretion determines;



(e) Accelerate the vesting, exercisability or lapse of restrictions of any outstanding Award,
based in each case on such considerations as the Committee in its sole discretion determines;



(f) Determine whether, to what extent, and under what circumstances an Award may be settled
in, or the exercise price of an Award may be paid in, cash, Stock, other Awards, or other property,
or an Award may be canceled, forfeited, or surrendered;



(g) Prescribe the form of each Award Agreement, which need not be identical for each
Participant;



(h) Decide all other matters that must be determined in connection with an Award;



(i) Establish, adopt or revise any rules and regulations as it may deem necessary or advisable
to administer the Plan;



(j) Make all other decisions and determinations that may be required under the Plan or as the
Committee deems necessary or advisable to administer the Plan; and



(k) Amend the Plan or any Award Agreement as provided herein.



Notwithstanding the above, the Board or the Committee may expressly delegate to a special
committee consisting of one or more directors who are also officers of the Company some or all of
the Committee’s authority under subsections (a) through (g) above with respect to those eligible
Participants who, at the time of grant are not, and are not anticipated to become, either (i)
Covered Employees or (ii) persons subject to the insider trading rules of Section 16 of the 1934
Act.



4.4 DECISIONS BINDING. The Committee’s interpretation of the Plan, any Awards granted
under the Plan, any Award Agreement and all decisions and determinations by the Committee with
respect to the Plan are final, binding, and conclusive on all parties.



ARTICLE 5

SHARES SUBJECT TO THE PLAN




5.1 NUMBER OF SHARES. Subject to adjustment as provided in Section 15.1, the
aggregate number of shares of Stock reserved and available for Awards or which may be used to
provide a basis of measurement for or to determine the value of an Award (such as with a Stock
Appreciation Right or Performance Unit Award) shall be 16,000,000. The maximum number of shares of
Stock that may be issued subject to Incentive Stock Options shall be 16,000,000 shares. Awards
(other than Options or Stock Appreciation Rights) granted from and after the approval of the Plan
at the Company’s 2009 Annual Meeting of Stockholders, shall be counted against this number as 2.28
shares of Stock for each share of Stock actually subject to the Award.



5.2 LAPSED AWARDS. To the extent that an Award is canceled, terminates, expires, is
forfeited or lapses for any reason, any shares of Stock subject to the Award will again be
available for the grant of an Award under the Plan and shares subject to SARs or other Awards
settled in cash will be available for the grant of an Award under the Plan. Shares of Stock that
are (a) not issued or delivered as a result of the net settlement of a Stock Appreciation Right or
Option, (b) used to pay the exercise price or withholding taxes related to an outstanding Award, or
(c) repurchased on the open market with the proceeds of the Option exercise price shall not again
become available for issuance under the Plan. If shares subject to an Award again become available
under the Plan pursuant to this Section 5.2, the number of shares that become available shall equal
the number of shares that counted against the Plan reserve pursuant to Section 5.1.



5.3 STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award may consist, in
whole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open
market.



5.4 LIMITATION ON AWARDS. Notwithstanding any provision in the Plan to the contrary
(but subject to adjustment as provided in Section 15.1), the maximum number of shares of Stock with
respect to one or more Options and/or SARs that may be granted during any one calendar year under
the Plan to any one Participant shall be 5,000,000. The maximum fair market value (measured as of
the date of grant) of any Awards other than Options and SARs that may be received by a Participant
(less any consideration paid by the Participant for such Award) during any one calendar year under
the Plan shall be $5,000,000.



ARTICLE 6

ELIGIBILITY




6.1 GENERAL. Awards may be granted only to individuals who are employees, officers,
consultants or directors of the Company or a Parent or Subsidiary.



ARTICLE 7

STOCK OPTIONS




7.1 GENERAL. The Committee is authorized to grant Options to Participants on the
following terms and conditions:



(a) EXERCISE PRICE. The exercise price per share of Stock under an Option shall be
determined by the Committee, but shall in no event be less than the Fair Market Value of one share
of Stock on the date of grant.



(b) TIME AND CONDITIONS OF EXERCISE. The Committee shall determine the time or times
at which an Option may be exercised in whole or in part, subject to Section 7.1(e). The Committee
also shall determine the performance or other conditions, if any, that must be satisfied before all
or part of an Option may be exercised or vested. The Committee may waive any exercise or vesting
provisions at any time in whole or in part based upon factors as the Committee may determine in its
sole discretion so that the Option becomes exercisable or vested at an earlier date. The Committee
may permit an arrangement whereby receipt of Stock upon exercise of an Option is delayed until a
specified future date.



(c) PAYMENT. The Committee shall determine the methods by which the exercise price of
an Option may be paid, the form of payment, including, without limitation, cash, shares of Stock,
or other property (including “cashless exercise” arrangements), and the methods by which shares of
Stock shall be delivered or deemed to be delivered to Participants; provided that if shares of
Stock are used to pay the exercise price of an Option, such shares must have been held by the
Participant for at least six months. When shares of Stock are delivered, such delivery may be by
attestation of ownership or actual delivery.



(d) EVIDENCE OF GRANT. All Options shall be evidenced by a written Award Agreement
between the Company and the Participant. The Award Agreement shall include such provisions, not
inconsistent with the Plan, as may be specified by the Committee.



(e) EXERCISE TERM. In no event may any Option be exercisable for more than ten years
from the date of its grant.



(f) NO RE-LOAD OPTIONS. The Committee shall not provide in an Award Agreement, or in
an amendment thereto, for the automatic grant of a new Option to any Participant who delivers
shares of Stock as full or partial payment of the exercise price of the original Option.



7.2 INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Options granted under
the Plan must comply with the following additional rules:



(a) EXERCISE PRICE. The exercise price per share of Stock shall be set by the
Committee, provided that the exercise price for any Incentive Stock Option shall not be less than
the Fair Market Value as of the date of the grant.



(b) EXERCISE. In no event may any Incentive Stock Option be exercisable for more than
ten years from the date of its grant.



(c) LAPSE OF OPTION. An Incentive Stock Option shall lapse under the earliest of the
following circumstances; provided, however, that the Committee may, prior to the lapse of the
Incentive Stock Option under the circumstances described in paragraphs (3), (4) and (5) below,
provide in writing that the Option will extend until a later date, but if an Option is exercised
after the dates specified in paragraphs (3), (4) and (5) below, it will automatically become a
Non-Qualified Stock Option:




(1) The Incentive Stock Option shall lapse as of the option expiration date set forth
in the Award Agreement.




(2) The Incentive Stock Option shall lapse ten years after it is granted, unless an
earlier time is set in the Award Agreement.




(3) If the Participant terminates employment for any reason other than as provided in
paragraph (4) or (5) below, the Incentive Stock Option shall lapse, unless it is previously
exercised, three months after the Participant’s termination of employment; provided,
however, that if the Participant’s employment is terminated by the Company for cause or by
the Participant without the consent of the Company (in either case, as determined by the
Company and communicated in writing to the Participant), the Incentive Stock Option shall
(to the extent not previously exercised) lapse immediately.




(4) If the Participant terminates employment by reason of his Disability, the Incentive
Stock Option shall lapse, unless it is previously exercised, one year after the
Participant’s termination of employment.




(5) If the Participant dies while employed, or during the three-month period described
in paragraph (3) or during the one-year period described in paragraph (4) and before the
Option otherwise lapses, the Option shall lapse one year after the Participant’s death.
Upon the Participant’s death, any exercisable Incentive Stock Options may be exercised by
the Participant’s beneficiary, determined in accordance with Section 14.5.



If a Participant exercises an Option after termination of employment, the Option may be
exercised only with respect to the shares that were otherwise vested on the Participant’s
termination of employment.



(d) INDIVIDUAL DOLLAR LIMITATION. The aggregate Fair Market Value (determined as of
the time an Award is made) of all shares of Stock with respect to which Incentive Stock Options are
first exercisable by a Participant in any calendar year may not exceed $100,000.00.



(e) TEN PERCENT OWNERS. No Incentive Stock Option shall be granted to any individual
who, at the date of grant, owns stock possessing more than ten percent of the total combined voting
power of all classes of stock of the Company or any Parent or Subsidiary unless the exercise price
per share of such Option is at least 110% of the Fair Market Value per share of Stock at the date
of grant and the Option expires no later than five years after the date of grant.



(f) EXPIRATION OF INCENTIVE STOCK OPTIONS. No Award of an Incentive Stock Option may
be made pursuant to the Plan after the day immediately prior to the tenth anniversary of the Third
Effective Date.



(g) RIGHT TO EXERCISE. During a Participant’s lifetime, an Incentive Stock Option may
be exercised only by the Participant or, in the case of the Participant’s Disability, by the
Participant’s guardian or legal representative.



(h) DIRECTORS AND CONSULTANTS. The Committee may not grant an Incentive Stock Option
to a non-employee director or consultant. The Committee may grant an Incentive Stock Option to a
director who is also an employee of the Company or Parent or Subsidiary but only in that
individual’s position as an employee and not as a director.



ARTICLE 8

STOCK APPRECIATION RIGHTS




8.1 GRANT OF SARs. The Committee is authorized to grant SARs to Participants on the
following terms and conditions:



(a) RIGHT TO PAYMENT. Upon the exercise of a Stock Appreciation Right, the
Participant to whom it is granted has the right to receive the excess, if any, of:



(1) The Fair Market Value of one share of Stock on the date of exercise; over



(2) The grant price of the Stock Appreciation Right as determined by the Committee, which
shall not be less than the Fair Market Value of one share of Stock on the date of grant.



(b) TERM OF SARs. In no event may any Stock Appreciation Right be exercisable for
more than ten years from the date of its grant.



(c) OTHER TERMS. All awards of Stock Appreciation Rights shall be evidenced by an
Award Agreement. The terms, methods of exercise, methods of settlement, form of consideration
payable in settlement, and any other terms and conditions of any Stock Appreciation Right shall be
determined by the Committee at the time of the grant of the Award and shall be reflected in the
Award Agreement.



ARTICLE 9

PERFORMANCE UNITS




9.1 GRANT OF PERFORMANCE UNITS. The Committee is authorized to grant Performance
Units to Participants on such terms and conditions as may be selected by the Committee. The
Committee shall have the complete discretion to determine the number of Performance Units granted
to each Participant, subject to Section 5.4. All Awards of Performance Units shall be evidenced by
an Award Agreement.



9.2 RIGHT TO PAYMENT. A grant of Performance Units gives the Participant rights,
valued as determined by the Committee, and payable to, or exercisable by, the Participant to whom
the Performance Units are granted, in whole or in part, as the Committee shall establish at grant
or thereafter. The Committee shall set performance goals and other terms or conditions to payment
of the Performance Units in its discretion which, depending on the extent to which they are met,
will determine the number and value of Performance Units that will be paid to the Participant. If
the terms of a Performance Unit so provide, the Participant may elect to defer payment of the
Performance Unit under an applicable deferred compensation plan maintained by the Company.



9.3 OTHER TERMS. Performance Units may be payable in cash, Stock, or other property,
and have such other terms and conditions as determined by the Committee and reflected in the Award
Agreement.



ARTICLE 10

RESTRICTED STOCK AWARDS




10.1 GRANT OF RESTRICTED STOCK. The Committee is authorized to make Awards of
Restricted Stock to Participants in such amounts and subject to such terms and conditions as may be
selected by the Committee. All Awards of Restricted Stock shall be evidenced by a Restricted Stock
Award Agreement.



10.2 ISSUANCE AND RESTRICTIONS. Restricted Stock shall be subject to such
restrictions on transferability and other restrictions as the Committee may impose (including,
without limitation, limitations on the right to vote Restricted Stock or the right to receive
dividends on the Restricted Stock). These restrictions may lapse separately or in combination at
such times, under such circumstances, in such installments, upon the satisfaction of performance
goals or otherwise, as the Committee determines at the time of the grant of the Award or
thereafter.



10.3 FORFEITURE. Except as otherwise determined by the Committee at the time of the
grant of the Award or thereafter, upon termination of employment during the applicable restriction
period or upon failure to satisfy a performance goal during the applicable restriction period,
Restricted Stock that is at that time subject to restrictions shall be forfeited and reacquired by
the Company; provided, however, that the Committee may provide in any Award Agreement that
restrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in
part in the event of terminations resulting from specified causes, and the Committee may in other
cases waive in whole or in part restrictions or forfeiture conditions relating to Restricted Stock.



10.4 CERTIFICATES FOR RESTRICTED STOCK. Restricted Stock granted under the Plan may
be evidenced in such manner as the Committee shall determine. If certificates representing shares
of Restricted Stock are registered in the name of the Participant, certificates must bear an
appropriate legend referring to the terms, conditions, and restrictions applicable to such
Restricted Stock.



ARTICLE 11

DIVIDEND EQUIVALENTS




11.1 GRANT OF DIVIDEND EQUIVALENTS. The Committee is authorized to grant Dividend
Equivalents to Participants subject to such terms and conditions as may be selected by the
Committee. Dividend Equivalents shall entitle the Participant to receive payments equal to
dividends with respect to all or a portion of the number of shares of Stock subject to an Award, as
determined by the Committee. The Committee may provide that Dividend Equivalents be paid or
distributed when accrued or be deemed to have been reinvested in additional shares of Stock, or
otherwise reinvested.



ARTICLE 12

OTHER STOCK-BASED AWARDS




12.1 GRANT OF OTHER STOCK-BASED AWARDS. The Committee is authorized, subject to
limitations under applicable law, to grant to Participants such other Awards that are payable in,
valued in whole or in part by reference to, or otherwise based on or related to shares of Stock, as
deemed by the Committee to be consistent with the purposes of the Plan, including without
limitation shares of Stock awarded purely as a “bonus” and not subject to any restrictions or
conditions, convertible or exchangeable debt securities, other rights convertible or exchangeable
into shares of Stock, and Awards valued by reference to book value of shares of Stock or the value
of securities of or the performance of specified Parents or Subsidiaries. The Committee shall
determine the terms and conditions of such Awards.



ARTICLE 13

RESERVED

ARTICLE 14

PROVISIONS APPLICABLE TO AWARDS




14.1 STAND-ALONE, TANDEM, AND SUBSTITUTE AWARDS. Awards granted under the Plan may,
in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or
in substitution for, any other Award granted under the Plan. If an Award is granted in
substitution for another Award, the Committee may require the surrender of such other Award in
consideration of the grant of the new Award. Notwithstanding the foregoing, as provided in Section
16.1, except as provided in Section 15.1, without the consent of the stockholders, an Award may not
be granted in substitution of another Award if the effect is to replace an Option or Stock
Appreciation Right with an Award with a lower exercise or grant price. Awards granted in addition
to or in tandem with other Awards may be granted either at the same time as or at a different time
from the grant of such other Awards.



14.2 EXCHANGE PROVISIONS. The Committee may at any time offer to exchange or buy out
any previously granted Award for a payment in cash, Stock, or another Award (subject to Section
15.1), based on the terms and conditions the Committee determines and communicates to the
Participant at the time the offer is made, and after taking into account the tax, securities and
accounting effects of such an exchange. Notwithstanding the foregoing, as provided in Section
16.1, except as provided in Section 15.1, without the consent of the stockholders an Award may not
be exchanged or bought out if the effect is to lower the exercise price of the Option or the grant
price of the Stock Appreciation Right.



14.3 TERM OF AWARD. The term of each Award shall be for the period as determined by
the Committee, provided that in no event shall the term of any Incentive Stock Option or a Stock
Appreciation Right granted in tandem with the Incentive Stock Option exceed a period of ten years
from the date of its grant (or, if Section 7.2(e) applies, five years from the date of its grant).



14.4 FORM OF PAYMENT FOR AWARDS. Subject to the terms of the Plan and any applicable
law or Award Agreement, payments or transfers to be made by the Company or a Parent or Subsidiary
on the grant or exercise of an Award may be made in such form as the Committee determines at or
after the time of grant, including without limitation, cash, Stock, other Awards, or other
property, or any combination, and may be made in a single payment or transfer, in installments, or
on a deferred basis, in each case determined in accordance with rules adopted by, and at the
discretion of, the Committee.



14.5 LIMITS ON TRANSFER. No right or interest of a Participant in any unexercised or
restricted Award may be pledged, encumbered, or hypothecated to or in favor of any party other than
the Company or a Parent or Subsidiary, or shall be subject to any lien, obligation, or liability of
such Participant to any other party other than the Company or a Parent or Subsidiary. No
unexercised or restricted Award shall be assignable or transferable by a Participant other than by
will or the laws of descent and distribution or, except in the case of an Incentive Stock Option,
pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if such
Section applied to an Award under the Plan; provided, however, that the Committee may (but need
not) permit other transfers where the Committee concludes that such transferability (i) does not
result in accelerated taxation, (ii) does not cause any Option intended to be an incentive stock
option to fail to be described in Code Section 422(b), and (iii) is otherwise appropriate and
desirable, taking into account any factors deemed relevant, including without limitation, any state
or federal tax or securities laws or regulations applicable to transferable Awards.



14.6 BENEFICIARIES. Notwithstanding Section 14.5, a Participant may, in the manner
determined by the Committee, designate a beneficiary to exercise the rights of the Participant and
to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary,
legal guardian, legal representative, or other person claiming any rights under the Plan is subject
to all terms and conditions of the Plan and any Award Agreement applicable to the Participant,
except to the extent the Plan and Award Agreement otherwise provide, and to any additional
restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been
designated or survives the Participant, payment shall be made to the Participant’s estate. Subject
to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time
provided the change or revocation is filed with the Committee.



14.7 STOCK CERTIFICATES. All Stock issued under the Plan is subject to any
stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply
with federal or state securities laws, rules and regulations and the rules of any national
securities exchange or automated quotation system on which the Stock is listed, quoted, or traded.
The Committee may place legends on any Stock certificate or issue instructions to the transfer
agent to reference restrictions applicable to the Stock.



14.8 ACCELERATION UPON DEATH OR DISABILITY. Notwithstanding any other provision in
the Plan and unless otherwise provided in any Participant’s Award Agreement, upon the Participant’s
death or Disability during his employment or service as a director or consultant, all outstanding
Options, Stock Appreciation Rights, and other Awards in the nature of rights that may be exercised
shall become fully exercisable and all restrictions on outstanding Awards shall lapse. Any Option
or Stock Appreciation Rights Awards shall thereafter continue or lapse in accordance with the other
provisions of the Plan and the Award Agreement. To the extent that this provision causes Incentive
Stock Options to exceed the dollar limitation set forth in Section 7.2(d), the excess Options shall
be deemed to be Non-Qualified Stock Options.



14.9 ACCELERATION UPON RETIREMENT. Notwithstanding any other provision in the Plan
and unless otherwise provided in any Participant’s Award Agreement, upon the Participant’s
Retirement, all outstanding Options, Stock Appreciation Rights, and other Awards in the nature of
rights that may be exercised shall become fully exercisable and all restrictions on outstanding
Awards shall lapse. Any Option or Stock Appreciation Rights Awards shall thereafter remain
exercisable until the original expiration date of the Award. To the extent that this provision
causes Incentive Stock Options to exceed the dollar limitation set forth in Section 7.2(d), the
excess Options shall be deemed to be Non-Qualified Stock Options.



14.10 ACCELERATION UPON A CHANGE OF CONTROL. Except as otherwise provided in the
Award Agreement, upon the occurrence of a Change of Control, all outstanding Options, Stock
Appreciation Rights, and other Awards in the nature of rights that may be exercised shall become
fully exercisable and all restrictions on outstanding Awards shall lapse. To the extent that this
provision causes Incentive Stock Options to exceed the dollar limitation set forth in Section
7.2(d), the excess Options shall be deemed to be Non-Qualified Stock Options.



14.11 RESERVED.



14.12 RESERVED.



14.13 EFFECT OF ACCELERATION. If an Award is accelerated under Section 14.10, the
Committee may, in its sole discretion, provide (i) that the Award will expire after a designated
period of time after such acceleration to the extent not then exercised, (ii) that the Award will
be settled in cash rather than Stock, (iii) that the Award will be assumed by another party to the
transaction giving rise to the acceleration or otherwise be equitably converted in connection with
such transaction, or (iv) any combination of the foregoing. The Committee’s determination need not
be uniform and may be different for different Participants whether or not such Participants are
similarly situated.



14.14 PERFORMANCE GOALS. The Committee may determine that any Award granted pursuant
to this Plan to a Participant (including, but not limited to, Participants who are Covered
Employees) shall be determined solely on the basis of (a) the achievement by the Company or a
Parent or Subsidiary of a specified target return, or target growth in return, on equity or assets,
(b) the Company’s total stockholder return (stock price appreciation plus reinvested dividends)
relative to a defined comparison group or target over a specific performance period or periods, (c)
the Company’s stock price, (d) the achievement by an individual, the Company, or a business unit or
division of the Company, Parent or Subsidiary of a specified target, or target growth in, revenues,
net income or earnings per share, including but not limited to, targets based, in whole or part, on
funds from operations, net asset value, same store revenue growth, same store expense growth, net
operating income, development or redevelopment activities, lease-up activities or funds from
operations pay-out ratio, (e) the achievement of objectively determinable goals with respect to
service or product delivery, service or product quality, customer satisfaction, expansion of
revenue or income streams, sourcing of low cost capital, operational efficiencies, dividend growth,
earnings multiple improvement, meeting budgets and/or retention of employees or (e) any combination
or subset of the goals set forth in (a) through (e) above. If an Award is made on such basis, the
Committee shall establish goals prior to the beginning of the period for which such performance
goal relates (or such later date as may be permitted under Code Section 162(m) or the regulations
thereunder) and the Committee has the right for any reason to reduce (but not increase) the Award,
notwithstanding the achievement of a specified goal. Any payment of an Award granted with
performance goals shall be conditioned on the written certification of the Committee in each case
that the performance goals and any other material conditions were satisfied.



14.15 TERMINATION OF EMPLOYMENT. Whether military, government or other service or
other leave of absence shall constitute a termination of employment shall be determined in each
case by the Committee at its discretion, and any determination by the Committee shall be final and
conclusive. A termination of employment shall not occur (i) in a circumstance in which a
Participant transfers from the Company to one of its Parents or Subsidiaries, transfers from a
Parent or Subsidiary to the Company, or transfers from one Parent or Subsidiary to another Parent
or Subsidiary, or (ii) in the discretion of the Committee as specified at or prior to such
occurrence, in the case of a spin-off, sale or disposition of the Participant’s employer from the
Company or any Parent or Subsidiary. To the extent that this provision causes Incentive Stock
Options to extend beyond three months from the date a Participant is deemed to be an employee of
the Company, a Parent or Subsidiary for purposes of Section 424(f) of the Code, the Options held by
such Participant shall be deemed to be Non-Qualified Stock Options.



ARTICLE 15

CHANGES IN CAPITAL STRUCTURE




15.1 GENERAL. In the event of a corporate transaction involving the Company
(including, without limitation, any stock dividend, stock split, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or
exchange of shares), the authorization limits under Section 5.1 and 5.4 shall be adjusted
proportionately, and the Committee shall adjust Awards to preserve the benefits or potential
benefits of the Awards. Action by the Committee shall include: (i) adjustment of the number and
kind of shares which may be delivered under the Plan; (ii) adjustment of the number and kind of
shares subject to outstanding Awards; (iii) adjustment of the exercise price of outstanding Awards;
and (iv) any other adjustments that the Committee determines to be equitable. Without limiting the
foregoing, in the event a stock dividend or stock split is declared upon the Stock, the
authorization limits under Section 5.1 and 5.4 shall be increased proportionately, and the shares
of Stock then subject to each Award shall be increased proportionately without any change in the
aggregate purchase price therefor.



ARTICLE 16

AMENDMENT, MODIFICATION AND TERMINATION




16.1 AMENDMENT, MODIFICATION AND TERMINATION. The Board or the Committee may, at any
time and from time to time, amend, modify or terminate the Plan without stockholder approval;
provided, however, that the Board or Committee may condition any amendment or modification on the
approval of stockholders of the Company if such approval is necessary or deemed advisable with
respect to tax, securities or other applicable laws, policies or regulations.



16.2 AWARDS PREVIOUSLY GRANTED. At any time and from time to time, the Committee may
amend, modify or terminate any outstanding Award without approval of the Participant; provided,
however, that, subject to the terms of the applicable Award Agreement, such amendment, modification
or termination shall not, without the Participant’s consent, reduce or diminish the value of such
Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the
date of such amendment or termination, and provided further that, except as provided in Section
15.1 or otherwise with the consent of the stockholders, the exercise price of any Option or the
grant price of any Stock Appreciation Right may not be reduced. No termination, amendment, or
modification of the Plan shall adversely affect any Award previously granted under the Plan,
without the written consent of the Participant.



ARTICLE 17

GENERAL PROVISIONS




17.1 NO RIGHTS TO AWARDS. No Participant or eligible participant shall have any claim
to be granted any Award under the Plan, and neither the Company nor the Committee is obligated to
treat Participants or eligible participants uniformly.



17.2 NO STOCKHOLDER RIGHTS. No Award gives the Participant any of the rights of a
stockholder of the Company unless and until shares of Stock are in fact issued to such person in
connection with such Award.



17.3 WITHHOLDING. The Company or any Parent or Subsidiary shall have the authority
and the right to deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation)
required by law to be withheld with respect to any taxable event arising as a result of the Plan.
With respect to withholding required upon any taxable event under the Plan, the Committee may, at
the time the Award is granted or thereafter, require or permit that any such withholding
requirement be satisfied, in whole or in part, by withholding from the Award shares of Stock having
a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater
amount) required to be withheld for tax purposes, all in accordance with such procedures as the
Committee establishes.



17.4 NO RIGHT TO CONTINUED SERVICE. Nothing in the Plan or any Award Agreement shall
interfere with or limit in any way the right of the Company or any Parent or Subsidiary to
terminate any Participant’s employment or status as an officer, consultant or director at any time,
nor confer upon any Participant any right to continue as an employee, officer, consultant or
director of the Company or any Parent or Subsidiary.



17.5 UNFUNDED STATUS OF AWARDS. The Plan is intended to be an “unfunded” plan for
incentive and deferred compensation. With respect to any payments not yet made to a Participant
pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the
Participant any rights that are greater than those of a general creditor of the Company or any
Parent or Subsidiary.



17.6 INDEMNIFICATION. To the extent allowable under applicable law, each member of
the Committee shall be indemnified and held harmless by the Company from any loss, cost, liability,
or expense that may be imposed upon or reasonably incurred by such member in connection with or
resulting from any claim, action, suit, or proceeding to which such member may be a party or in
which he may be involved by reason of any action or failure to act under the Plan and against and
from any and all amounts paid by such member in satisfaction of judgment in such action, suit, or
proceeding against him provided he gives the Company an opportunity, at its own expense, to handle
and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing
right of indemnification shall not be exclusive of any other rights of indemnification to which
such persons may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter
of law, or otherwise, or any power that the Company may have to indemnify them or hold them
harmless.



17.7 RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be taken into
account in determining any benefits under any pension, retirement, savings, profit sharing, group
insurance, welfare or benefit plan of the Company or any Parent or Subsidiary unless provided
otherwise in such other plan.



17.8 EXPENSES. The expenses of administering the Plan shall be borne by the Company
and its Parents or Subsidiaries.



17.9 TITLES AND HEADINGS. The titles and headings of the Sections in the Plan are for
convenience of reference only, and in the event of any conflict, the text of the Plan, rather than
such titles or headings, shall control.



17.10 GENDER AND NUMBER. Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine; the plural shall include the singular
and the singular shall include the plural.



17.11 FRACTIONAL SHARES. No fractional shares of Stock shall be issued and the
Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional
shares or whether such fractional shares shall be eliminated by rounding up.



17.12 GOVERNMENT AND OTHER REGULATIONS. The obligation of the Company to make payment
of awards in Stock or otherwise shall be subject to all applicable laws, rules, and regulations,
and to such approvals by government agencies as may be required. The Company shall be under no
obligation to register under the 1933 Act, or any state securities act, any of the shares of Stock
issued in connection with the Plan. The shares issued in connection with the Plan may in certain
circumstances be exempt from registration under the 1933 Act, and the Company may restrict the
transfer of such shares in such manner as it deems advisable to ensure the availability of any such
exemption.



17.13 GOVERNING LAW. To the extent not governed by federal law, the Plan and all
Award Agreements shall be construed in accordance with and governed by the laws of the Commonwealth
of Virginia.



17.14 ADDITIONAL PROVISIONS. Each Award Agreement may contain such other terms and
conditions as the Committee may determine; provided that such other terms and conditions are not
inconsistent with the provisions of this Plan.



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The foregoing is hereby acknowledged as being the UDR, Inc. 1999 Long-Term Incentive Plan as
amended and restated by the Board of Directors on May 13, 2009.



	 	 	 	 	 
	UDR, INC.
	 	 	 	 
	By: ______________________________

	Warren L. Troupe
	 	 	 	 
	Senior Executive Vice President

	and Secretary
	 	 	 	 







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