EXHIBIT 10.33 


  


UNITED DEVELOPMENT FUNDING IV

RESTRICTED STOCK AWARD AGREEMENT


 


THIS RESTRICTED STOCK AWARD AGREEMENT, (the
“Agreement”), dated as of February 21, 2014 (the “Grant Date”), is made by and between United Development
Funding IV, a Maryland corporation (the “Trust”), and Stacey Dwyer (the “Grantee”).


 


WHEREAS, the Trust has determined to grant
to the Grantee 82,410 common shares of beneficial interest, par value $0.01 per share, of the Trust (the “Shares”),
subject to the terms and conditions specified in this Agreement;


 


WHEREAS, the Grantee is a natural person
who is providing bona fide services to the Trust on the date of this Agreement;


 


NOW, THEREFORE, in consideration of the
recitals and the mutual agreements herein contained, the parties hereto agree as follows:


 


Section 1. Grant of Restricted Stock 


 


The Trust hereby grants to the Grantee 82,410
Shares (the “Restricted Shares”) on the terms and conditions set forth in this Agreement.


 


Section 2. Terms and Conditions of Award


 


The grant of Restricted Shares provided
in Section 1 shall be subject to the following terms, conditions and restrictions:


 


(a)          Restrictions.
The Restricted Shares, and any interest therein, may not be sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of, except by will or the laws of descent and distribution, prior to the lapse of restrictions set forth in this Agreement
applicable thereto, as set forth in Section 2(d). The Trust’s board of directors (the “Board”) may in its
discretion, cancel all or any portion of any outstanding restrictions prior to the expiration of the period provided under Section 2(d).
The period from the date of grant of the Restricted Shares to the date they become vested and payable shall be referred to herein
as the “Restricted Period.”


 


(b)          Dividends.
The Grantee shall be paid in cash, as of each date on which cash dividends and cash distributions are paid with respect to Shares
underlying as yet unpaid Restricted Shares, an amount equal to the amount paid to each Trust shareholder with respect to the same
number of Shares.


 


(c)          Voting
Rights. The Grantee shall be entitled to vote the Restricted Shares while they are outstanding on all matters with respect
to which Shares are eligible to vote.


 


(d)          Lapse
of Restrictions; Forfeiture. Except as may otherwise be provided herein, the Restricted Shares shall vest and become nonforfeitable
annually over four years after the Grant Date, subject to the Grantee’s continuing to provide service as an officer of the
Trust as of each such vesting date. Specifically 20,602.5 Shares of the Restricted Shares shall vest and become nonforfeitable
on each of the first, second, third and fourth anniversaries of the Grant Date, subject to the Grantee’s continuing to provide
service as an officer of the Trust as of each such vesting date. Notwithstanding the foregoing, the Restricted Shares shall become
immediately vested, payable and free of transfer restrictions upon a Change in Control.


 


Upon termination of the Grantee’s
service as an officer of the Trust, any as yet unvested Restricted Shares shall be immediately forfeited, and neither the Grantee
nor any of the Grantee’s successors or assigns shall thereafter have any further rights or interests in such Shares.


 




    	 



    	 



    

 


For purposes of this Agreement, “Change
in Control” means a change in ownership or effective control of the Trust, or a change in the ownership of a substantial
portion of the assets of the Trust, in any case, within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended;
provided, however, that a transaction or series of transactions effected with UMTH General Services, L.P., a Delaware limited partnership
and/or any affiliate thereof, through the acquisition of Shares or other Trust securities (regardless of the form of such transaction
or series of transactions), changes to the membership of the Board, shall not constitute a Change of Control for purposes hereof.


 


(e)          Share
Certificate. During the Restricted Period, the stock certificate for the Restricted Shares shall include such legends as determined
by the Trust.


 


Section 3. Adjustments


 


In the event that the Board shall determine
that any dividend or other distribution (whether in the form of cash, Shares, or other property), recapitalization, stock split,
reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate
transaction or event, affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of
the rights of the Grantee, then the Board shall make equitable changes or adjustments to the number and kind of Shares issued hereunder.
In addition, the Board may determine that any such equitable adjustment may be accomplished by making a payment to the Grantee,
in the form of cash or other property (including but not limited to additional Shares). Any determination by the Board pursuant
to this Section 3 shall be binding on the Grantee if done in good faith.


 


Section 4. Miscellaneous


 


(a)          Notices.
Any and all notices, designations, consents, offers, acceptances and any other communications provided for herein shall be
given in writing and shall be delivered either personally or by registered or certified mail, postage prepaid, which shall be addressed,
in the case of the Trust to the Corporate Counsel of the Trust at the principal office of the Trust and, in the case of the Grantee,
at the address most recently on file with the Grantee’s employer.


 


(b)          No
Right to Continued Service. Nothing in this Agreement shall confer upon the Grantee any right to continue in the service of
the Trust or shall interfere with or restrict in any way the right of the Trust, which is hereby expressly reserved, to terminate
the Grantee’s service at any time for any reason whatsoever, with or without “cause”.


 


(c)          Successors.
The terms of this Agreement shall be binding upon and inure to the benefit of the Trust, its successors and assigns, and of
the Grantee and the Grantee’s successors and assigns.


 


(e)          Invalid
Provision. The invalidity or unenforceability of any particular provision thereof shall not affect the other provisions hereof,
and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.


 


(f)          Modifications.
No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed
by the parties hereto.


 


(g)          Entire
Agreement. This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject
matter contained herein and therein and supersede all prior communications, representations and negotiations in respect thereto.


 


(h)          Governing
Law. This Agreement and the rights of the Grantee hereunder shall be construed and determined in accordance with the laws of
the State of Maryland.


 


(i)          Headings.
The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or
construction, and shall not constitute a part, of this Agreement.


 




    	 



    	 



    

 


(j)          Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.


 


IN WITNESS WHEREOF, this Agreement has been
executed and delivered by the parties hereto as of the 21st day of February, 2014.


 


	 	UNITED DEVELOPMENT FUNDING IV
	 	 
	 	By:  /s/ Hollis M. Greenlaw
	 	Name:  Hollis M. Greenlaw
	 	Title:  Chief Executive Officer
	 	 
	 	GRANTEE
	 	 
	 	By:  /s/  Stacey H. Dwyer
	 	Name:  Stacey H. Dwyer