Exhibit 10.1






EXHIBIT 10.1




Description of the 2010-2012 Long-Term Incentive Program for

Senior Executive Officers




The following is a description of the 2010-2012 Long-Term Incentive Program (“Program”) for
the senior executive officers of UDR, Inc. (the “Company”) approved by the Compensation Committee
(the “Committee”) of the Board of Directors of the Company on February 26, 2010.



Participants and Award Amounts




The 2010-2012 long-term incentive compensation program for the Company’s senior executive
officers listed below was approved by the Committee on February 26, 2010 in the form of a grant of
restricted shares of common stock of the Company, in the amounts set forth in the table below.
During the three-year performance period discussed below, dividends on the restricted shares will
be reinvested into additional restricted shares of common stock, and such additional shares will be
subject to the same performance requirements as the original shares granted.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Target Amount Plus	 	 	Number of Target	 
	 	 	Three-Year Target	 	 	Dividend	 	 	Award Shares Granted	 
	Name and Title	 	Award Amount	 	 	Reinvestment(1)	 	 	on February 26, 2010	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Thomas W. Toomey,
Chief Executive
Officer and
President
	 	$	6,000,000	 	 	$	6,810,000	 	 	 	380,952	 
	David L. Messenger,
Senior Vice President — Chief Financial Officer
	 	$	1,200,000	 	 	$	1,360,000	 	 	 	76,190	 
	Warren L. Troupe,
Senior Executive
Vice President
	 	$	3,900,000	 	 	$	4,420,000	 	 	 	247,619	 
	W. Mark Wallis,
Senior Executive
Vice President
	 	$	3,900,000	 	 	$	4,420,000	 	 	 	247,619	 
	Jerry A. Davis,
Senior Vice
President —
Property Operations
	 	$	1,200,000	 	 	$	1,360,000	 	 	 	76,190	 








 




	 	 	 
	(1)	 	Assumes dividend reinvestment of cumulative dividends of $2.33 per share during the
three-year performance period discussed below.




 


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The price for the restricted shares of common stock granted on February 26, 2010 was $15.75
per share, based on the trailing 20-day volume weighted average price of our common stock on the
date of the grant.



Performance Targets




The three performance targets that the Company must achieve during the three-year performance
period under the Program are as follows:




	 	(1)	 	cumulative 2010-2012 cash flows of $2.59 per common stock equivalent or $431.3
million (based on funds from operations less capital expenditures, including $1,000 per
stabilized home of recurring capital expenditures and the non-cash accounting charge
associated with the Company’s convertible debt);
	 
	 	(2)	 	cumulative 2010-2012 dividends declared of $2.33 per share of common stock;
and
	 
	 	(3)	 	maintaining a balance sheet fixed charge ratio of 1.90x.





Vesting




Vesting of the awards of the restricted shares of common stock under the Program is based on
the Company meeting the performance targets discussed above during the three-year performance
period ending December 31, 2012. The shares will vest any time the performance targets are met
during the three-year performance period. If the performance targets are not met during the
three-year period, the performance period will be extended an additional year to December 31, 2013;
however, if the performance period is extended an additional year under such circumstances, the
cash flow target and the dividends declared target will each be increased by one-third, so that the
cash flow target will increase from $2.59 per common stock equivalent or $431.3 million to $3.46
per common stock equivalent or $575.1 million, and the dividends per share declared target will
increase from $2.33 per share of common stock to $3.11 per share of common stock.



Committee Discretion to Adjust the Program




The Committee retains discretion to adjust the Program if there is a material change in the
Company’s business strategy or if there is a change in accounting regulations applicable to the
Company. The Committee also retains the discretion to reduce the restricted stock grant awards by
up to 20% if the Committee determines that such a reduction is in the best interests of the
Company’s stockholders.




 


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