Class 2 Performance LTIP Unit Award Agreement, STI

Exhibit 10.24

UDR, INC.

1999 LONG-TERM INCENTIVE PLAN

NOTICE OF CLASS 2 PERFORMANCE LTIP UNIT AWARD

(Short-Term Incentive Program)

Grantee’s Name and Address:

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In consideration of the agreement by the Grantee named above (the “Grantee”) to provide services to or for the benefit of United Dominion Realty, L.P. (the “Partnership”), the Partnership hereby grants to the Grantee an award of Class 2 Performance LTIP Units (the “Award”), subject to the terms and conditions of this Notice of Class 2 Performance LTIP Unit Award (Short-Term Incentive Program) (the “Notice”), the UDR, Inc. (the “Company”) 1999 Long-Term Incentive Plan, as amended from time to time, including the amendment and restatement (the “Restated Plan”) to be submitted for approval of the shareholders of the Company at the annual meeting in 2021  (the “Plan”), the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., as amended from time to time (the “Partnership Agreement”), and the Class 2 Performance LTIP Unit Agreement (Short-Term Incentive Program) (including Appendix A thereto) attached hereto (the “Agreement”).  Unless otherwise provided herein, the capitalized terms in this Notice shall have the same meaning as those defined in the Plan, the Partnership Agreement and/or the Agreement, as applicable.

Award Number ​ ​​ ​

Date of Award ​ ​[Date]​ ​

Total Number of Class 2 Performance

LTIP Units Awarded

(the “Class 2 Performance LTIP Units”)​ ​​ ​

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Vesting Schedule:

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Subject to the Grantee’s continuing employment, except as set forth below, and other limitations set forth in this Notice, the Agreement, the Partnership Agreement and the Plan, the Class 2 Performance LTIP Units will vest only to the extent set forth in the Agreement.  If the Grantee would become vested in a fraction of a Class 2 Performance LTIP Unit, such Class 2 Performance LTIP Unit shall not vest until the Grantee becomes vested in the entire Class 2 Performance LTIP Unit.

The 20__ Short-Term Incentive Program STI Awards will vest on the date the Committee determines performance, including with respect to the metrics set forth in the Agreement (the “Determination Date”), in January or February 20__.  Employment through the vesting date is generally required except as otherwise provided in the Plan (except for Section 14.9 thereof), the applicable award agreement or as determined by the Committee, in its sole discretion.

Except as otherwise determined by the Committee, in its sole discretion, vesting shall cease upon the date the Grantee’s employment is terminated for any reason other than a termination (i) due to the Grantee’s death or Disability or (ii) if the Restated Plan is approved by shareholders, (x) by the Company or any Parent or Subsidiary (or any successors thereof) without Cause (as defined in the Restated Plan) or

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(y) by the Grantee for Good Reason (as defined in the Restated Plan) in either case, on or within 12 months following the date of a Change of Control (such termination described in (i) or (ii), a “Qualifying Termination”), and no Class 2 Performance LTIP Unit that has not vested (an “Unvested Unit”) shall thereafter become vested. If a Qualifying Termination occurs prior to the Determination Date all outstanding Unvested Units will vest at target levels on the date of the Qualifying Termination.  In the event the Grantee’s employment is terminated for any reason other than a Qualifying Termination, and the Class 2 Performance LTIP Units do not otherwise vest, then all Unvested Units held by the Grantee immediately upon such termination of the Grantee’s employment shall automatically and without any further action thereupon be cancelled and forfeited without payment of any consideration therefor, and the Grantee shall have no further right, title or interest in or to the Unvested Units.  Section 14.9 (Acceleration Upon Retirement) of the Plan shall not apply to the Units.  

If (and only if) the Restated Plan is not approved by shareholders, pursuant to Section 14.10 of the Existing Plan, upon the occurrence of a Change of Control all outstanding Unvested Units will vest at target levels.  If the Restated Plan is approved by shareholders, the Unvested Units will not vest solely due to a Change of Control pursuant to Section 14.10 of the Existing Plan, but the Units will be eligible to vest pursuant to Section 14.10 of the Restated Plan due to a Qualifying Termination, as described in the preceding paragraph.

IN WITNESS WHEREOF, the Company, the Partnership and the Grantee have executed this Notice and agree that the Award is to be governed by the terms and conditions of this Notice, the Plan, the Partnership Agreement and the Agreement.

UDR, Inc.,

a Maryland corporation

By:

Title:

Date: [Date]

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United Dominion Realty, L.P.,
a Delaware limited partnership

By: UDR, Inc., a Maryland corporation

By:

Title:

Date: [Date]

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THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE CLASS 2 PERFORMANCE LTIP UNITS SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE’S EMPLOYMENT OR AS OTHERWISE SPECIFICALLY PROVIDED HEREIN (NOT THROUGH THE ACT OF BEING HIRED OR BEING GRANTED THIS AWARD).  THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE AGREEMENT, THE PARTNERSHIP AGREEMENT NOR IN THE PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF THE GRANTEE’S EMPLOYMENT, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE GRANTEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE.  THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE’S STATUS IS AT WILL.

Grantee:

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_________________________________

[Name]

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Award Number: __________________

UDR, INC.

1999 LONG-TERM INCENTIVE PLAN

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CLASS 2 PERFORMANCE LTIP UNIT AGREEMENT

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(Short-Term Incentive Program)

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(b) An aggregate of ___percent (___%), in the percentages set forth below, of the Total Number of Class 2 Performance LTIP Units constituting the Award shall be earned based upon the indicated metric.

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*If achievement is greater than the threshold and falls between any two points on the chart above, the percentage of 7% of the target award earned will be determined by linear interpolation. If achievement is less than the threshold no award will be earned and if achievement is greater than maximum the award will be made at maximum.

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*If achievement is greater than the threshold and falls between any two points on the chart above, the percentage of ___% of the target award earned will be determined by linear interpolation. If achievement is less than the threshold no award will be earned and if achievement is greater than maximum the award will be made at maximum.

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*If achievement is greater than the threshold and falls between any two points on the chart above, the percentage of ___% of the target award earned will be determined by linear interpolation. If achievement is less than the threshold no award will be earned and if achievement is greater than maximum the award will be made at maximum.

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*If achievement is greater than the threshold and falls between any two points on the chart above, the percentage of ___% of the target award earned will be determined by linear interpolation. If achievement is less than the threshold no award will be earned and if achievement is greater than maximum the award will be made at maximum.

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*If achievement is greater than the threshold and falls between any two points on the chart above, the percentage of ___% of the target award earned shall be based on linear interpolation. If achievement is less than the threshold no award will be earned and if achievement is greater than maximum the award will be made at maximum.

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*If achievement is greater than the threshold and falls between any two points on the chart above, the percentage of ___% of the target award earned shall be based on linear interpolation. If achievement is less than the threshold no award will be earned and if achievement is greater than maximum the award will be made at maximum.

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*If achievement is greater than the threshold and falls between any two points on the chart above, the percentage of ___% of the target award earned shall be based on linear interpolation. If

achievement is less than the threshold no award will be earned and if achievement is greater than maximum the award will be made at maximum.

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THIS CERTIFICATE AND THE CLASS 2 PERFORMANCE LTIP UNITS REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN A NOTICE OF CLASS 2 PERFORMANCE LTIP UNIT AWARD AND CLASS 2 LTIP UNIT AGREEMENT DATED [DATE] BETWEEN THE REGISTERED OWNER OF THE CLASS 2 PERFORMANCE LTIP UNITS REPRESENTED HEREBY, UDR, INC. AND UNITED DOMINION REALTY, L.P.  RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE IN THE OFFICE OF UDR, INC.

At the Company’s or the Partnership’s request, the Grantee hereby agrees to promptly execute, deliver and return to the Partnership any and all documents or certificates that the Company or the Partnership deems necessary or desirable to effectuate the cancellation and forfeiture of the Unvested Units, or to effectuate the transfer or surrender of such Unvested Units to the Partnership.  In addition, if requested, the Grantee shall deposit with the Company or the Partnership, a stock/unit power, or powers, executed in blank and sufficient to re-convey the Unvested Units to the Company or the Partnership upon termination of the Grantee’s service during the Restricted Period, in accordance with the provisions of the Notice and this Agreement.  

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(b)Relation to the Partnership.  The Grantee is presently an executive officer of the Company, which is the sole general partner of the Partnership, or is otherwise providing services to or

for the benefit of the Partnership, and in such capacity has become personally familiar with the business of the Partnership.

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(c)Access to Information.  The Grantee has had the opportunity to ask questions of, and to receive answers from, the Partnership with respect to the terms and conditions of the transactions contemplated hereby and with respect to the business, affairs, financial conditions, and results of operations of the Partnership.

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(d)Registration.  The Grantee understands that the Class 2 Performance LTIP Units have not been registered under the 1933 Act, and the Class 2 Performance LTIP Units cannot be transferred by the Grantee unless such transfer is registered under the 1933 Act or an exemption from such registration is available.  The Partnership has made no agreements, covenants or undertakings whatsoever to register the transfer of the Class 2 Performance LTIP Units under the 1933 Act.  The Partnership has made no representations, warranties, or covenants whatsoever as to whether any exemption from the 1933 Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 of the 1933 Act, will be available.  If an exemption under Rule 144 is available at all, it will not be available until at least six (6) months after the grant of the Class 2 Performance LTIP Units and then not unless the terms and conditions of Rule 144 have been satisfied.

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(e)Public Trading.  None of the Partnership’s securities are presently publicly traded, and the Partnership has made no representations, covenants or agreements as to whether there will be a public market for any of its securities.

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(f)Tax Advice.  The Partnership has made no warranties or representations to the Grantee with respect to the income tax consequences of the transactions contemplated by this Agreement (including, without limitation, with respect to the decision of whether to make an election under Section 83(b) of the Code), and the Grantee is in no manner relying on the Partnership or its representatives for an assessment of such tax consequences.  Grantee hereby recognizes that the Internal Revenue Service has proposed regulations under Sections 83, 704 and 704 of the Code that may affect the proper treatment of the Class 2 Performance LTIP Units for federal income tax purposes.  If those proposed regulations or similar regulations become final or temporary regulations, the Grantee hereby agrees to cooperate with the Partnership in amending this Agreement and the Partnership Agreement, and to take such other action as may be required, to conform to such regulations.  Further, Congress recently enacted, and proposed Treasury Regulations were recently issued under, Section 1061 of the Code, which materially alters the taxation of “profits interests” issued in connection with the provision of services.  The Grantee is advised to consult with his or her own tax advisor with respect to such tax consequences and his or her ownership of the Class 2 Performance LTIP Units.

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END OF AGREEMENT

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APPENDIX A

Definitions

Capitalized terms not defined herein shall have the meanings set forth in the Class 2 Performance LTIP Unit Agreement to which this Appendix is attached.

“Associate Engagement Metric Base Units” means ________ Base Units.

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“Base Units” means _______ Class 2 LTIP Units.

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“ESG/DEI Base Units” means ___________ Base Units.

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“FFO as Adjusted Metric Base Units” means _______ Base Units.

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“Individual Performance Objective Base Units” means _______ Base Units.

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“Operating Platform Execution Metric Base Units” means ____________ Base Units.

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“Same-Store Win Metric Base Units” means ________ Base Units.

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“Transaction FFOA Metric Base Units” means __________ Base Units.

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“Transaction Volume Metric Base Units” means _____ Base Units.

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APPENDIX B

FORM OF SECTION 83(b) ELECTION

[Attached]

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ELECTION PURSUANT TO SECTION 83(b) OF THE INTERNAL REVENUE CODE

The undersigned hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in the undersigned’s gross income for the taxable year in which the property was transferred the excess (if any) of the fair market value of the property described below, over the amount the undersigned paid for such property, if any, and supplies herewith the following information in accordance with the Treasury regulations promulgated under Section 83(b):

1.The name, taxpayer identification number and address of the undersigned, and the taxable year for which this election is being made, are:

TAXPAYER’S NAME: ​ ​

TAXPAYER’S SOCIAL SECURITY NUMBER: ​ ​

ADDRESS: ​ ​​ ​

TAXABLE YEAR: ​ ​

The name, taxpayer identification number and address of the undersigned’s spouse are (complete if applicable):

SPOUSE’S NAME: ​ ​

SPOUSE’S SOCIAL SECURITY NUMBER: ​ ​

ADDRESS: ​ ​​ ​

2.The property which is the subject of this election is <LTIPS_GRANTED> Class 2 Performance LTIP Units (the “Units”) of United Dominion Realty, L.P. (the “Company”), representing an interest in the future profits, losses and distributions of the Company.

3.The date on which the above property was transferred to the undersigned was <DATE>.

4.The above property is subject to the following restrictions: The Units are subject to forfeiture to the extent unvested upon a termination of service with the Company under certain circumstances and/or to the extent that certain performance conditions are not satisfied. These restrictions lapse upon the satisfaction of certain conditions as set forth in an agreement between the taxpayer and the Company.  In addition, the Units are subject to certain transfer restrictions pursuant to such agreement and the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., as amended (or amended and restated) from time to time, should the taxpayer wish to transfer the Units.

5.The fair market value of the above property at the time of transfer (determined without regard to any restriction other than a nonlapse restriction as defined in § 1.83-3(h) of the Income Tax Regulations) was $0.

6.The amount paid for the above property by the undersigned was $0.

7.The amount to include in gross income is $0.

The undersigned taxpayer will file this election with the Internal Revenue Service office with which taxpayer files his or her annual income tax return not later than 30 days after the date of transfer of the property.  A copy of this election will be furnished to the person for whom the services were performed.  Additionally, the undersigned will include a copy of the election with his or her income tax return for the taxable year in which the property is transferred.  The undersigned is the person performing the services in connection with which the property was transferred.

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Appendix C

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PARTNERSHIP CALL RIGHT NOTICE

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United Dominion Realty, L.P. (the “Partnership”) hereby irrevocably elects, in accordance with the terms of Section 66 of that certain Class 2 Performance LTIP Unit Award Agreement dated as of [Date] by and between the Partnership and [Grantee] (the “Award Agreement”), to exercise the Partnership Call Right with respect to certain Expired Performance LTIP Units that were issued under such agreement (the “Expired Class 2 Performance LTIP Units”). The Call Date applicable to such exercise and the subject Expired Class 2 Performance LTIP Units are set forth below. In accordance with the terms of the Award Agreement, you will be paid the fair market value of such Class 2 Performance LTIP Units as of the Call Date, as determined in the sole discretion of the General Partner of the Partnership, which price the General Partner subsequently will provide on the Call Date if not stated below. Such amount may be paid in cash or in stock of UDR, Inc., a Maryland corporation, or in any combination thereof, as determined by the General Partner in its sole discretion.

Name of Expired Class 2 Performance LTIP Unit Holder: ​ ​​ ​

Name as Registered with Partnership

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Number of Expired Class 2 Performance LTIP Units to be Purchased:​ ​​ ​

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Date of Award of Expired Class 2 Performance LTIP Units to be Purchased:​ ​​ ​

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Call Date:​ ​​ ​

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Aggregate Purchase Price:​ ​​ ​