UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

UDR, INC.

(Exact name of registrant as specified in its charter)

Maryland		1-10524		54-0857512
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1745 Shea Center Drive, Suite 200 Highlands Ranch, Colorado		80129
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (720) 283-6120

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.02.		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 26, 2010, the Compensation Committee of the Board of Directors of UDR, Inc., a Maryland corporation (the “Company”), established the 2010-2012 Long-Term Incentive Program (the “Program”) for the Company’s senior executive officers. Under the Program, the following senior executive officers were awarded a grant of restricted shares of our common stock as set forth in the table below, which will vest if the Company meets certain performance targets during the three-year performance period ending December 31, 2012. If the performance targets are not met during the three-year performance period, the performance period will be extended to December 31, 2013 and certain performance targets will be increased.

						Target Amount of				Number of Target
Executive Officer		Title				Award				Award Shares
Thomas W. Toomey		Chief Executive Officer and President				$	6,000,000				380,952
David L. Messenger		Senior Vice President — Chief Financial Officer				$	1,200,000				76,190
Warren L. Troupe		Senior Executive Vice President				$	3,900,000				247,619
W. Mark Wallis		Senior Executive Vice President				$	3,900,000				247,619
Jerry A. Davis		Senior Vice President — Property Operations				$	1,200,000				76,190

The restricted shares listed above were awarded to the senior executive officers on February 26, 2010 at a price of $15.75 per share, based on the trailing 20-day volume weighted average price of our common stock on the date of the grant. The performance targets for the Program include a cash flow target, a dividend target and a balance sheet fixed charge ratio target. A description of the Program is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

Item 9.01.		Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Description of the 2010-2012 Long-Term Incentive Program for Senior Executive Officers

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit No.		Description
10.1		Description of the 2010-2012 Long-Term Incentive Program for Senior Executive Officers