Matthew A. Cozad - 15 Feb 2022 Form 4 Insider Report for UDR, Inc. (UDR)

Footnote F1

Represents Class 2 LTIP Units (the "Class 2 LTIP Units," which together with the Class 2 LTIP Units referenced below, are referred to as "LTIP Units") in United Dominion Realty, L.P., a Delaware limited partnership (the "UDR Partnership"). UDR, Inc. (the "Company") is the parent company and sole general partner of the UDR Partnership.

Footnote F2

Subject to the conditions set forth in the Amended and Restated Agreement of Limited Partnership of the UDR Partnership (the "Partnership Agreement") and subject to the vesting conditions specified with respect to each Class 2 LTIP Unit, each Class 2 LTIP Unit may be converted, at the election of the holder, into a unit of limited partnership of the UDR Partnership (a "Partnership Common Unit"), provided that such Class 2 LTIP Unit has been outstanding for at least two years from the date of grant.

Footnote F3

A holder of Partnership Common Units has the right to require the UDR Partnership to redeem all or a portion of the Partnership Common Units held by the holder in exchange for a cash payment based on the market value of the Company's Common Stock at the time of redemption, as defined in the Partnership Agreement (the "Cash Amount"). However, the UDR Partnership's obligation to pay the Cash Amount is subject the prior right of the Company to acquire such Partnership Common Units in exchange for either the Cash Amount or shares of the Company's Common Stock.

Footnote F4

The Company, as the general partner of the UDR Partnership, may, in its sole discretion, purchase the Partnership Common Units by paying the limited partner either the Cash Amount or the REIT Share Amount (generally one share of the Company's Common Stock for each Partnership Common Unit), as such terms are defined in the Partnership Agreement. The right to convert the Class 2 LTIP Units into Partnership Common Units and the right to receive the Cash Amount or the REIT Share Amount (in the Company's sole discretion) in exchange for Partnership Common Units do not have expiration dates.

Footnote F5

The LTIP Units vest only to the extent that pre-established performance metrics are met for the applicable performance period, subject to continuing employment. Except as otherwise set forth in the UDR, Inc. 1999 Long-Term Incentive Plan, as amended from time to time, except Section 14.9 thereof, the Partnership Agreement, or as determined by the Compensation and Management Development Committee of the Company's Board of Directors (the "Committee"), in its sole discretion, for awards made prior to 2021, vesting of LTIP Units shall cease upon the date of termination for any reason, and no unvested LTIP Units shall thereafter become vested.

Footnote F6

For awards made in 2021 and thereafter, in the event of a change of control of the Company, the LTIP Units will vest only if the holder's employment or other service relationship with the Company is terminated by the Company without cause, or by the holder for good reason, in each case on or within 12 months following the date of a change of control. Further, all restrictions on outstanding awards that have been earned shall lapse upon the Company's termination of the holder's employment without cause or the holder's termination of employment for good reason.

Footnote F7

The vesting of these LTIP Units occurs on the date the Committee determines performance (the "Determination Date") for the applicable performance period ending on December 31, 2021 based on: a goal measured by the Company's relative total shareholder return ("TSR") as compared to an apartment peer group over a three-year cumulative performance period; a goal measured by the Company's relative TSR as compared to a REIT peer group over a three-year cumulative performance period; a goal measured by the Company's relative FFO as Adjusted growth rate as compared to an apartment peer group over a three-year cumulative performance period; and a goal measured by the Company's relative FFO as Adjusted growth rate as compared to an apartment peer group over a two-year cumulative performance period.

Footnote F8

Amount represents the portion of the award (including dividends) forfeited when performance results were determined by the Committee for the applicable portion of the award on the Determination Date, February 15, 2022.

Footnote F9

Represents Class 2 Performance LTIP Units in the UDR Partnership (the "Class 2 Performance LTIP Units").

Footnote F10

Subject to the conditions set forth in the Partnership Agreement, each Class 2 Performance LTIP Unit may be converted, at the election of the holder, into a Class 2 LTIP Unit at any time (i) on or after when the Class 2 Performance LTIP Unit has vested and (ii) before the expiration date of the Class 2 Performance LTIP Unit.

Footnote F11

Class 2 Performance LTIP Units convert to a number of Class 2 LTIP Units equal to (i) the applicable Performance LTIP Unit Value, which is calculated as the product of (x) the excess (if any) of the REIT Share Value over the Issue Price for the Class 2 Performance Unit and (y) the Conversion Factor, multiplied by (ii) the number of Class 2 Performance LTIP Units being converted, and divided by (iii) the REIT Share Value on the Conversion Date, as such terms are defined in the Partnership Agreement.

Footnote F12

The vesting of a portion of these LTIP Units shall be determined as follows: 30 percent shall be based upon the Committee's subjective determination, in its sole discretion, of the executive officer's performance with respect to individual performance objectives; and 70 percent shall be based on pre-determined financial metrics. These LTIP Units will vest upon a determination by the Committee after the completion of the applicable performance period.

Footnote F13

The portion of these LTIP Units for which vesting is based on the achievement of pre-determined short term incentive plan financial metrics is determined as follows: 30 percent based on an FFO as Adjusted per share goal; 20 percent based on an operating platform execution goal; 20 percent based on a same store wins goal; 10 percent based on a transactions volume goal; 10 percent based on an ESG & DEI goal; and 10 percent based on an associate engagement goal, each over a one-year period.