UDR, Inc. 2010 Non-Employee Director Compensation Program Summary
UDR, Inc.'s 2010 compensation program outlines payments and stock awards for non-employee directors. Each non-employee director receives an annual cash retainer, with higher amounts for the chairman and committee chairpersons. Additional fees are paid for committee service. Directors also receive restricted stock grants that vest after one year, with dividends paid during the vesting period. If shares remain unvested after one year, they are cancelled. Directors who are also company employees do not receive extra compensation for board service.
EXHIBIT 10.1
Summary of 2010 Non-Employee Director Compensation Program
The 2010 compensation program for non-employee directors of UDR, Inc. consists of a combination of cash retainers for board and committee service and long-term incentives in the form of service-based restricted stock.
For 2010, each non-employee director will receive an annual retainer fee of $50,000 ($100,000 for a non-employee chairman of the board of directors). Non-employee directors, other than committee chairpersons, also receive an annual retainer fee of $7,500 for each committee on which they serve. The chairpersons of each of the Audit, Compensation and Governance Committees receive an annual retainer fee of $15,000. Non-employee directors who are members of the Executive Committee, other than the Chairman of the Board, also receive an annual retainer fee of $7,500 for their service on the Executive Committee and the Chairperson of the Executive Committee, other than the Chairman of the Board, receives an annual retainer fee of $15,000. These fees will be paid in January 2010.
On January 8, 2010, each non-employee director also received a grant of $90,000 in value of shares of restricted stock ($180,000 for a non-employee chairman of the board of directors) priced at the closing sales price of our common stock on January 4, 2010, or $16.21 per share. The shares of restricted stock will vest on the anniversary of the date of grant. Directors are entitled to receive dividends during the vesting period; however, any unvested shares at the end of the one-year vesting period will be returned to us and cancelled.
Directors who are also employees of UDR, Inc. receive no additional compensation for service as a director.
