Common use of ADEA Release Clause in Contracts

ADEA Release. The Company advises Executive to consult with an attorney prior to signing this Agreement. Executive understands that he has twenty-one (21) days to consider whether to sign this Agreement (the “Consideration Period”). Executive must return this signed Agreement to the Company within the Consideration Period. If Executive signs and returns this Agreement before the end of the Consideration Period, it is because he has freely chosen to do so after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) as amended by the Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), but this Agreement does not cover any rights or claims that may arise under the ADEA as amended by the OWBPA after the date of execution of this Agreement Executive further understands that he has seven (7) days following execution of this Agreement to validly revoke this Agreement. Such right of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc., c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and Chief Executive Officer, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, post-marked within seven (7) days of execution of this Agreement and state, "I hereby revoke my acceptance of the Agreement." This Agreement shall not become effective or enforceable until the revocation period has expired without revocation (the “Release Effective Date”). If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Agreement will become irrevocable and enforceable on the eighth day after Executive signs this Agreement. Executive agrees with the Company that changes to this Agreement, whether material or immaterial, do not restart the running of the Consideration Period.

ADEA Release. The Company advises Executive to consult with an attorney prior to signing this Agreement. acknowledges that Executive understands that he has twenty-one (21) days to consider whether to sign this Agreement (the “Consideration Period”). is waiving and releasing any rights Executive must return this signed Agreement to the Company within the Consideration Period. If Executive signs and returns this Agreement before the end of the Consideration Period, it is because he has freely chosen to do so after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) as amended by and that this waiver and release is knowing and voluntary. Executive acknowledges that the Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), but consideration given for this Agreement does not cover is in addition to anything of value to which Executive is already entitled. Executive further acknowledges that Executive has been advised by this writing that: (i) Executive should consult with an attorney prior to executing this Agreement; (ii) Executive has up to twenty-one (21) days from the date of this Agreement within which to consider this Agreement and the General Release attached as Exhibit A, and Executive will have up to twenty-one (21) days from the Retirement Date within which to consider the General Release attached as Exhibit B, although Executive may, at Executive’s discretion, sign and return the appropriate release at any rights time on or claims that may arise under the ADEA as amended by the OWBPA after the date of execution this Agreement or the Retirement Date, respectively, in which case Executive waives all rights to the balance of this Agreement twenty-one (21) day review period; (iii) Executive further understands that he has seven (7) days following Executive’s execution of this Agreement and General Release attached as Exhibit A to validly revoke the Agreement and General Release (the “Revocation Period”); (iv) this Agreement, including the ADEA waiver, shall not be effective until the Revocation Period has expired; and (v) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. Such right Executive acknowledges that if Executive has not returned the signed Agreement and General Release attached as Exhibit A within the time permitted, then the offer of payments and benefits set forth herein will expire by its own terms at such time. Executive also recognizes that revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period Agreement must be submitted, in writing, writing and must be delivered to UDR, Inc., c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and Chief Executive Officer, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return mail or courier service (signature of receipt requested, post-marked within seven (7) days of execution of this Agreement and state, "I hereby revoke my acceptance of the Agreementrequired)." This Agreement shall not become effective or enforceable until the revocation period has expired without revocation (the “Release Effective Date”). If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Agreement will become irrevocable and enforceable on the eighth day after Executive signs this Agreement. Executive agrees with the Company that changes to this Agreement, whether material or immaterial, do not restart the running of the Consideration Period.

ADEA Release. The Company advises Executive to consult with an attorney prior to signing this Agreement. Executive understands that he has twenty-one (21) days to consider whether to sign this Agreement (hereby fully, finally, and completely releases the “Consideration Period”). Executive must return this signed Agreement to the Company within the Consideration Period. If Executive signs Released Parties of and returns this Agreement from any and all claims, charges, or causes of action arising on or before the end of date on which the Consideration Period, it is because he has freely chosen to do so after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and related parties that may have arisen Executive execute this ADEA Release under the Age Discrimination in Employment Act and the Older Workers’ Benefit Protection Act, 42 U.S.C. §§ 1981, 1983, 1985 (together, the “ADEA”) as amended by the Older Worker’s Benefit Protection Act of 1990 and any state-law counterparts, which prohibit age discrimination in employment (“OWBPAADEA Release”), but and hereby acknowledges and agrees that: a. The Executive has read and understands the Separation Agreement and Release as well as the legal and binding effect of this document and that the Executive is hereby advised in writing to consult an attorney before signing this Separation Agreement does and Release; ​ ​ b. The Executive has relied solely on the Executive’s own judgment and/or that of the Executive’s attorney regarding the consideration for and the terms of this Separation Agreement and Release and is signing this Separation Agreement and Release knowingly and voluntarily of the Executive’s own free will; c. The Executive is not cover otherwise entitled to the Severance Benefits unless he or she agrees to and complies fully with the terms of this Separation Agreement and Release; d. The Executive has been given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Separation Agreement and Release; e. The Executive specifically waives any rights or and claims under the ADEA; f. The Executive acknowledges and understands that any claims under the ADEA that may arise under the ADEA as amended by the OWBPA after the date on which the Executive execute this Separation Agreement and Release are not waived; g. The Executive has been provided with certain additional information (in the appendix, attached hereto as Exhibit A) required by the ADEA, including the job titles and ages of execution of this Agreement other employees in the Executive’s decisional unit who were, or were not, separated from employment and offered a separation agreement; h. The Executive further understands that he has seven been given at least forty-five (745) days following execution of to consider this Separation Agreement and Release, and if the Executive chose to validly revoke sign this Agreement. Such right of revocation constitutes a unilateral right afforded to Executive Separation Agreement and the Company shall have no such right of revocation. Any revocation within this period must be submitted, Release in writing, to UDR, Inc., c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and Chief Executive Officer, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, postfewer than forty-marked within seven five (745) days of execution of this Agreement from receipt, that decision was entirely knowing and state, "I hereby revoke my acceptance of the Agreement." This Agreement shall not become effective or enforceable until the revocation period has expired without revocation (the “Release Effective Date”)voluntary. If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Agreement will become irrevocable The Executive understands and enforceable on the eighth day after Executive signs this Agreement. Executive agrees with the Company that any changes to this AgreementSeparation Agreement and Release, whether material or immaterial, do not restart the running forty-five (45) day consideration period; i. To accept this Separation Agreement and Release, the Executive must deliver a signed Separation Agreement and Release to the applicable individual set forth below, within forty-five (45) days of the Consideration PeriodExecutive’s receipt of this Separation Agreement and Release: ​ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ General Counsel ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ​ The Executive further understands that the Executive may revoke this Separation Agreement and Release within seven (7) days after signing by providing written notice within such period to the individual set forth above. The Executive further understands that this Separation Agreement and Release is not effective or enforceable until the day following the seven (7) day period of revocation has expired without revocation (the “Effective Date”), and that if the Executive revokes this Separation Agreement and Release within the seven (7) day revocation period, the Executive will not receive the Severance Benefits. ​ j. The Executive has read and understands the Separation Agreement and Release and further understands that it includes a general release of any all known and unknown, foreseen and unforeseen claims presently asserted or otherwise arising through the date of ​ ​ the Executive’s signing of this Separation Agreement and Release that he or she may have against any of the Released Parties; k. No statements made or conduct by any of the Released Parties has in any way coerced or unduly influenced the Executive to execute this Separation Agreement and Release; and l. All stock options and other stock-based awards held by the Executive shall be governed by the applicable equity incentive plan and award agreements (the “Equity Documents”). Executive understands that nothing in this Separation Agreement and Release is intended to interfere with or deter the Executive’s right to (i) challenge the waiver of an ADEA or state-law age discrimination claim, (ii) file an ADEA or state-law age discrimination claim with the Equal Employment Opportunity Commission (“EEOC”) or any similar state-agency, or (iii) otherwise participate in any EEOC or state-agency investigation or proceeding regarding any such claim. Further, the Executive understands that nothing in this Separation Agreement and Release would require the Executive to tender back the money or other benefits received under this Separation Agreement and Release if the Executive seeks to challenge the validity of the ADEA Release, and the Executive does not ratify any ADEA or state-law age discrimination waiver that fails to comply with the Older Workers’ Benefit Protection Act by retaining the money or other benefits received under this Separation Agreement and Release. Further, nothing in this Separation Agreement and Release is intended to require the payment of damages, attorneys’ fees, or costs to the Company should the Executive challenge the ADEA Release or file an ADEA or state-law age discrimination suit except as authorized by federal or state law. ​

ADEA Release. In recognition of the consideration provided in the Employment Agreement, the Executive hereby releases and discharges the Released Parties from any and all claims, actions and causes of action that he may have against the Released Parties arising under the U.S. Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). The Executive acknowledges that he understands that ADEA is a federal statute that prohibits discrimination on the basis of age in employment, benefits and benefit plans. By signing this Release, the Executive hereby acknowledges and confirms the following: (a) The Executive is providing the release and discharge set forth in this Release in exchange for consideration in addition to anything of value to which he is already entitled. (b) The Executive was hereby advised by the Company advises Executive in writing to consult with an attorney of his choice prior to signing this Agreement. Release and to have such attorney explain to his the terms of this Release including, without limitation, the terms relating to his release of claims arising under the ADEA. (c) The Executive has read this Release carefully and completely and understands each of the terms thereof. (d) The Executive is aware that he has twenty-one (21) days in which to consider whether to sign the terms of this Agreement (Release, which the “Consideration Period”). Executive must return this signed Agreement to has knowingly and voluntarily waived by accepting the Company within the Consideration Period. If Executive signs and returns this Agreement before the end terms of the Consideration Period, it is because he has freely chosen to do so after carefully considering its termsoffer as described herein. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) as amended by the Older Worker’s Benefit Protection Act For a period of 1990 (“OWBPA”), but this Agreement does not cover any rights or claims that may arise under the ADEA as amended by the OWBPA after the date of execution of this Agreement Executive further understands that he has seven (7) days following execution of his acceptance hereof, the Executive has the right to revoke the release contained in this Agreement to validly revoke this Agreement. Such right of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc., c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and Chief Executive Officer, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, post-marked within seven (7) days of execution of this Agreement and state, "I hereby revoke my acceptance of the Agreement." This Agreement shall not become effective or enforceable until the revocation period has expired without revocation Section 3 (the “Revocation Period”) commencing immediately following the date he signs and delivers this Release Effective Date”)to the Company. If The Revocation Period shall expire at 5:00 p.m. New York City time on the last day of the revocation period is a SaturdayRevocation Period; provided, Sundayhowever, or legal holiday in Colorado, then the revocation period shall not expire until the next following that if such seventh day which is not a Saturdaybusiness day, Sunday, or legal holiday in Coloradothe Revocation Period shall extend to 5:00 p.m. on the next succeeding business day. If No such revocation by shall be effective unless it is not validly revoked, this Agreement will become irrevocable in writing and enforceable on signed by the eighth day after Executive signs this Agreement. Executive agrees with and received by the Company that changes prior to this Agreement, whether material or immaterial, do not restart the running expiration of the Consideration Revocation Period.

ADEA Release. The Company advises Executive to consult with an attorney prior to signing this Agreement. Executive understands that he has twenty-one (21) days to consider whether to sign this Agreement (the “Consideration Period”). Executive must return this signed Agreement to the Company within the Consideration Period. If Executive signs and returns this Agreement before the end of the Consideration Period, it is because he has freely chosen to do so after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) as amended by the Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), but this Agreement does not cover any rights or claims that may arise under the ADEA as amended by the OWBPA after the date of execution of this Agreement Executive further understands that he has seven (7) days following execution of this Agreement to validly revoke this Agreement. Such right of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc., c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and Chief Executive Officer, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, post-marked within seven (7) days of execution of this Agreement and state, "I hereby revoke my acceptance of the Agreement." This Agreement shall not become effective or enforceable until the revocation period has expired without revocation (the “Release Effective Date”). If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Agreement will become irrevocable and enforceable on the eighth day after Executive signs this Agreement. Executive agrees with the Company that changes to this Agreement, whether material or immaterial, do not restart the running of the Consideration Period.. ​

ADEA Release. The Company advises Except as otherwise provided in Article II.D. below, Executive hereby acknowledges that Executive is knowingly and voluntarily entering into this Agreement with the purpose of waiving and releasing any claims under the Age Discrimination in Employment Act of 1967 (“ADEA”). In accordance with the Older Workers Benefit Protection Act, Executive acknowledges and agrees that: (1) this Agreement is written in a manner which Executive fully understands; (2) any rights or claims arising under the ADEA are specifically waived; (3) any rights or claims under the ADEA that may arise after this Agreement is executed are not waived; (4) the rights and claims waived in this Agreement are in exchange for additional consideration over and above anything to which Executive was already undisputedly entitled; (5) Executive acknowledges that by receipt of this Agreement, Alliance Data has advised Executive, in writing, to consult with an attorney prior to signing executing this Agreement. , and Executive understands that he has has, in fact, had an opportunity to do so; (6) Executive is hereby given a twenty-one (21) days day period of time to consider whether to this Agreement. Executive may voluntarily sign this Agreement (the “Consideration Period”). Executive must return this signed Agreement prior to the Company within expiration of the Consideration Periodtwenty-one (21) day period, but no earlier than Executive’s last day of work. If Executive signs and returns enters into this Agreement before the end of twenty-one (21) day period has elapsed, Executive is knowingly and voluntarily waiving Executive’s right to wait the Consideration Period, it is because he has freely chosen to do so after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and related parties that may have arisen under the Age Discrimination in Employment Act full twenty-one (“ADEA”21) as amended by the Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), but this Agreement does not cover any rights or claims that may arise under the ADEA as amended by the OWBPA after the date of execution of this Agreement Executive further understands that he has seven day period; (7) days following execution Executive may revoke this waiver and release of any ADEA claims covered by this Agreement to validly revoke this Agreement. Such right of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc., c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and Chief Executive Officer, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, post-marked within seven (7) days of execution of from the date this Agreement is executed. If Executive wishes to revoke Executive’s release of claims and staterights under the ADEA, "I hereby Executive must deliver written notice stating Executive’s intent to so revoke my acceptance as provided in Article X, on or before 11:59 p.m. on the seventh (7th) day after the date on which Executives signs this Agreement. In the event Executive’s release of claims and rights under the ADEA is so timely revoked, Executive shall not be entitled to any of the consideration or other benefits set forth in this Agreement." , except as provided in Article I.A.; (8) This Agreement shall not become effective or enforceable until the seven-day (7-day) revocation period has expired without revocation (the “Release Effective Date”). If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period passed and Executive shall not expire until have revoked Executive’s waiver and release of any ADEA claim during the next following seven-day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Agreement will become irrevocable period; and enforceable on the eighth day after Executive signs this Agreement. Executive agrees with the Company that (9) Any changes made to this Agreement, whether material or immaterial, do will not restart the running of the Consideration Periodthis twenty-one (21) day period.

ADEA Release. The Company advises Executive to consult with an attorney prior to signing this Letter Agreement. Executive understands that he has twenty-one (21) days to consider whether to sign this Letter Agreement (the “Consideration Period”). Executive must return this signed Letter Agreement to the Company within the Consideration Period. If Executive signs and returns this Letter Agreement before the end of the Consideration Period, it is because he has freely chosen to do so after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) as amended by the Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), but this Letter Agreement does not cover any rights or claims that may arise under the ADEA as amended by the OWBPA after the date of execution of this Letter Agreement Executive further understands that he has seven (7) days following execution of this Letter Agreement to validly revoke this Letter Agreement. Such right of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc., c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and Chief Executive Officer, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, post-marked within seven (7) days of execution of this Letter Agreement and state, "I hereby revoke my acceptance of the Letter Agreement." This Letter Agreement shall not become effective or enforceable until the revocation period has expired without revocation (the “Release Effective Date”). If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Letter Agreement will become irrevocable and enforceable on the eighth day after Executive signs this Letter Agreement. Executive agrees with the Company that changes to this Letter Agreement, whether material or immaterial, do not restart the running of the Consideration Period.

ADEA Release. The Company advises Executive to consult with an attorney prior to signing this Agreement. Executive understands that he has twenty-one (21) days to consider whether to sign this Agreement (the “Consideration Period”). Executive must return this signed Agreement to the Company within the Consideration Period. If Executive signs and returns this Agreement before the end of the Consideration Period, it is because he has freely chosen to do so ​ ​ ▇▇▇▇▇ ▇. ▇▇▇▇▇ December 16, 2020 ​ after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) as amended by the Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), but this Agreement does not cover any rights or claims that may arise under the ADEA as amended by the OWBPA after the date of execution of this Agreement Executive further understands that he has seven (7) days following execution of this Agreement to validly revoke this Agreement. Such right of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc., c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and Chief Executive Officer, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, post-marked within seven (7) days of execution of this Agreement and state, "I hereby revoke my acceptance of the Agreement." This Agreement shall not become effective or enforceable until the revocation period has expired without revocation (the “Release Effective Date”). If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Agreement will become irrevocable and enforceable on the eighth day after Executive signs this Agreement. Executive agrees with the Company that changes to this Letter Agreement, whether material or immaterial, do not restart the running of the Consideration Period.

ADEA Release. The Company advises Executive to consult with an attorney prior to signing this Agreement. Executive understands that he has twenty-one (21) days to consider whether to sign this Agreement (hereby fully, finally, and completely releases the “Consideration Period”). Executive must return this signed Agreement to the Company within the Consideration Period. If Executive signs Released Parties of and returns this Agreement from any and all claims, charges, or causes of action arising on or before the end of date on which the Consideration Period, it is because he has freely chosen to do so after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and related parties that may have arisen Executive execute this ADEA Release under the Age Discrimination in Employment Act and the Older Workers’ Benefit Protection Act, 42 U.S.C. §§ 1981, 1983, 1985 (together, the “ADEA”) as amended by the Older Worker’s Benefit Protection Act of 1990 and any state-law counterparts, which prohibit age discrimination in employment (“OWBPAADEA Release”), but and hereby acknowledges and agrees that: a. The Executive has read and understands the Separation Agreement and Release as well as the legal and binding effect of this document and that the Executive is hereby advised in writing to consult an attorney before signing this Separation Agreement does and Release; b. The Executive has relied solely on the Executive’s own judgment and/or that of the Executive’s attorney regarding the consideration for and the terms of this Separation Agreement and Release and is signing this Separation Agreement and Release knowingly and voluntarily of the Executive’s own free will; ​ c. The Executive is not cover otherwise entitled to the Severance Benefits unless he or she agrees to and complies fully with the terms of this Separation Agreement and Release; d. The Executive has been given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Separation Agreement and Release; e. The Executive specifically waives any rights or and claims under the ADEA; f. The Executive acknowledges and understands that any claims under the ADEA that may arise under the ADEA as amended by the OWBPA after the date on which the Executive execute this Separation Agreement and Release are not waived; g. The Executive has been provided with certain additional information (in the appendix, attached hereto as Exhibit C) required by the ADEA, including the job titles and ages of execution other employees in the Executive’s decisional unit who were, or were not, separated from employment and offered a separation agreement; h. The Executive has been given at least forty-five (45) days to consider this Separation Agreement and Release, and if the Executive chose to sign this Separation Agreement and Release in fewer than forty-five (45) days from receipt, that decision was entirely knowing and voluntary; i. To accept this Separation Agreement and Release, the Executive must deliver a signed Separation Agreement and Release to the applicable individual set forth below, within forty-five (45) days of the Executive’s receipt of this Separation Agreement Executive further understands that he has seven (7) days following execution of this Agreement to validly revoke this Agreement. Such right of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc., c/o Release: ​ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and Chief Executive Officer, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, post-marked General Counsel ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ​ The Executive further understands that the Executive may revoke this Separation Agreement and Release within seven (7) days of execution of after signing by providing written notice within such period to the individual set forth above. The Executive further understands that this Separation Agreement and state, "I hereby revoke my acceptance of the Agreement." This Agreement shall Release is not become effective or enforceable until the day following the seven (7) day period of revocation period has expired without revocation (the “Release Effective Date”). If , and that if the last Executive revokes this Separation Agreement and Release within the seven (7) day revocation period, the Executive will not receive the Severance Benefits. j. The Executive has read and understands the Separation Agreement and Release and further understands that it includes a general release of any all known and unknown, foreseen and unforeseen claims presently asserted or otherwise arising through the date of the revocation period Executive’s signing of this Separation Agreement and Release that he or she may have against any of the Released Parties; k. No statements made or conduct by any of the Released Parties has in any way coerced or unduly influenced the Executive to execute this Separation Agreement and Release; and ​ l. Other than as set forth herein, all stock options and other stock-based awards held by the Executive shall be governed by the applicable equity incentive plan and award agreements (the “Equity Documents”). Executive understands that nothing in this Separation Agreement and Release is a Saturdayintended to interfere with or deter the Executive’s right to (i) challenge the waiver of an ADEA or state-law age discrimination claim, Sunday(ii) file an ADEA or state-law age discrimination claim with the Equal Employment Opportunity Commission (“EEOC”) or any similar state-agency, or legal holiday (iii) otherwise participate in Coloradoany EEOC or state-agency investigation or proceeding regarding any such claim. Further, then the revocation period shall Executive understands that nothing in this Separation Agreement and Release would require the Executive to tender back the money or other benefits received under this Separation Agreement and Release if the Executive seeks to challenge the validity of the ADEA Release, and the Executive does not expire until ratify any ADEA or state-law age discrimination waiver that fails to comply with the next following day which Older Workers’ Benefit Protection Act by retaining the money or other benefits received under this Separation Agreement and Release. Further, nothing in this Separation Agreement and Release is not a Saturdayintended to require the payment of damages, Sundayattorneys’ fees, or legal holiday in Colorado. If it is not validly revoked, this Agreement will become irrevocable and enforceable on the eighth day after Executive signs this Agreement. Executive agrees with costs to the Company that changes to this Agreement, whether material should the Executive challenge the ADEA Release or immaterial, do not restart the running of the Consideration Periodfile an ADEA or state-law age discrimination suit except as authorized by federal or state law.

ADEA Release. The Company advises Executive general release contained herein specifically includes a waiver and release of all claims which Employee has or may have under the Age Discrimination in Employment Act, as amended, 29 U.S.C. Sections 621, et seq. ("ADEA"), based on Employee's employment, the separation from that employment, or any event, transaction, occurrence, act or omission occurring on or before Employee signs the reaffirmation of this Agreement. Employee acknowledges that Employee has been advised to consult with an attorney prior to signing attorney, if desired, concerning this Agreement and has received all advice Employee deems necessary concerning this Agreement. Executive understands that he Employee has twenty-one (21) days after Employee receives this Agreement to consider decide whether or not to sign this Agreement (the “Consideration Period”). Executive must return this signed Agreement to the Company within the Consideration Period. If Executive signs Agreement, and returns should Employee execute this Agreement before in fewer than twenty­ one (21) days, Employee does so with the end of express understanding that Employee has been given and declined the Consideration Period, it is because he has freely chosen opportunity to do so after carefully considering its termsconsider the Agreement for a full twenty-one (21) days. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) as amended by the Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), but this Agreement does not cover any rights or claims that may arise under the ADEA as amended by the OWBPA after the date of execution of this Agreement Executive further understands that he Employee has seven (7) days following execution after delivering to the Company an original of this Agreement signed by Employee to validly revoke this Agreement. Such right Revocation may be made by delivering a written notice of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc., c/o via ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and Chief Executive Officer, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Driveat the Company's physical address as well as to email address: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇. For the revocation to be effective, Suite 200written notice must be actually received by the Company, Highlands Ranchas evidenced by confirmation of delivery, CO 80129no later than the close of business on the seventh calendar day after Employee signs and delivers this Agreement, or, if mailed, postmarked by certified mail, return receipt requested, post-marked within seven (7) days of execution of this Agreement and state, "I hereby revoke my acceptance of the Agreement." such date. This Agreement shall not become effective or enforceable until the revocation period has expired without revocation (expired, which date of expiration shall be the “Release "Effective Date”). If the last day " of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Agreement will become irrevocable and enforceable on the eighth day after Executive signs this Agreement. Executive The release contained herein does not waive any rights or claims that Employee may have under the ADEA which may arise after the date the Employee signs the reaffirmation of this Agreement. Employee hereby acknowledges and agrees with that Employee has read this Agreement in its entirety and understands all of its terms and that Employee is knowingly and voluntarily waiving and releasing Employee's rights and claims only in exchange for consideration (something of value) in addition to anything of value to which Employee is already entitled. The Company and Employee agree that any changes made to the Company that changes to this Agreement, whether material or immaterial, do not restart the running of the Consideration Periodtwenty-one (21) day period described above.

ADEA Release. The Company advises Executive to consult with an attorney prior to signing this Agreement. Executive understands that he has twenty-one (21) days to consider ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ December 31, 2019 whether to sign this Agreement (the “Consideration Period”). Executive must return this signed Agreement to the Company within the Consideration Period. If Executive signs and returns this Agreement before the end of the Consideration Period, it is because he has freely chosen to do so after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) as amended by the Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), but this Agreement does not cover any rights or claims that may arise under the ADEA as amended by the OWBPA after the date of execution of this Agreement Executive further understands that he has seven (7) days following execution of this Agreement to validly revoke this Agreement. Such right of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc., c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and Chief Executive Officer, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, post-marked within seven (7) days of execution of this Agreement and state, "I hereby revoke my acceptance of the Agreement." This Agreement shall not become effective or enforceable until the revocation period has expired without revocation (the “Release Effective Date”). If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Agreement will become irrevocable and enforceable on the eighth day after Executive signs this Agreement. Executive agrees with the Company that changes to this Letter Agreement, whether material or immaterial, do not restart the running of the Consideration Period.

ADEA Release. The Company advises Executive to consult with an attorney prior to signing this Agreement. acknowledges that Executive understands that he has twenty-one (21) days to consider whether to sign this Agreement (the “Consideration Period”). is waiving and releasing any rights Executive must return this signed Agreement to the Company within the Consideration Period. If Executive signs and returns this Agreement before the end of the Consideration Period, it is because he has freely chosen to do so after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) as amended by and that this waiver and release is knowing and voluntary. Executive acknowledges that the Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), but consideration given for this Agreement does not cover any rights or claims is in addition to anything of value to which Executive is already entitled. Executive further acknowledges that may arise under the ADEA as amended Executive has been advised by the OWBPA after this writing that: (i) Executive should consult with an attorney prior to executing this Agreement; (ii) Executive has up to twenty-one (21) days from the date of execution of hereof to consider this Agreement and the General Release attached as Exhibit A, and Executive further understands that he will have the twenty-one (21) days ending on January 31, 2018 within which to consider the General Release attached as Exhibit B, although Executive may, at Executive’s discretion, sign and return the appropriate release at any time within such applicable twenty-one (21) day period, in which case Executive waives all rights to the balance of the applicable review period; (iii) Executive has seven (7) days following execution of this Agreement to validly revoke this Agreement. Such right of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc., c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and Chief Executive Officer, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, post-marked within seven (7) days of Executive’s execution of this Agreement and state, "I hereby General Release to revoke my acceptance of the Agreement." This Agreement shall not become effective or enforceable until the revocation period has expired without revocation and General Release (the “Release Effective DateRevocation Period”). If ; (iv) this Agreement, including the last day ADEA waiver, shall not be effective until the Revocation Period has expired; and (v) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the revocation validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. Executive agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original 21-day consideration period is a Saturday, Sunday, or legal holiday provided in Coloradothis paragraph. Executive acknowledges that if Executive has not returned the signed Agreement and General Release within the time permitted, then the offer of payments and benefits set forth herein will expire by its own terms at such time. Executive also recognizes that revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, of this Agreement will become irrevocable must be in writing and enforceable on must be delivered to the eighth day after Executive signs this Agreement. Executive agrees with the Company that changes to this AgreementL3 Corporate Vice President of Human Resources, whether material by certified mail or immaterial, do not restart the running courier service (signature of the Consideration Periodreceipt required).

ADEA Release. The Company advises Executive to consult with an attorney prior to signing this Agreement. Executive understands that he has twenty-one (21) days to consider whether to sign this Agreement (the “Consideration Period”). Executive must return this signed Agreement to the Company within the Consideration Period. If Executive signs and returns this Agreement before the end of the Consideration Period, it is because he has freely chosen to do so after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) as amended by the Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), but this Agreement does not cover any rights or claims that may arise under the ADEA as amended by the OWBPA after the date of execution of this Agreement Executive further understands that he has seven (7) days following execution of this Agreement to validly revoke this Agreement. Such right of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc., c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman Corporate Secretary and Chief Executive Officerc/o Legal Department, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, post-marked within seven (7) days of execution of this Agreement and state, "I hereby revoke my acceptance of the Agreement." This Agreement shall not become effective or enforceable until the revocation period has expired without revocation (the “Release Effective Date”). If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Agreement will become irrevocable and enforceable on the eighth day after Executive signs this Agreement. Executive agrees with the Company that changes ​ ​ to this Agreement, whether material or immaterial, do not restart the running of the Consideration Period.

ADEA Release. The Company advises Executive to consult with an attorney prior to signing this Agreement. acknowledges that Executive understands that he has twenty-one (21) days to consider whether to sign this Agreement (the “Consideration Period”). is waiving and releasing any rights Executive must return this signed Agreement to the Company within the Consideration Period. If Executive signs and returns this Agreement before the end of the Consideration Period, it is because he has freely chosen to do so after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) and that this waiver and release is knowing and voluntary. Executive acknowledges that the consideration given for this Agreement is in addition to anything of value to which Executive is already entitled. Executive further acknowledges that Executive has been advised by this writing that: (i) Executive should consult with an attorney prior to executing this Agreement; (ii) Executive has up to twenty-one (21) days from the date hereof to consider this Agreement and the General Release attached as amended by Exhibit A (the Older Worker’s Benefit Protection Act of 1990 (“OWBPAExhibit A Release”), but this Agreement does not cover and Executive will have the twenty-one (21) day period ending on January 1, 2019 within which to consider the General Release attached as Exhibit B (the “Exhibit B Release”), although Executive may, at Executive’s discretion, sign and return the appropriate release at any time within such applicable twenty-one (21) day period, in which case Executive waives all rights or claims that may arise under to the ADEA as amended by balance of the OWBPA after the date of execution of this Agreement applicable review period; (iii) Executive further understands that he has seven (7) days following Executive’s execution of this Agreement to validly revoke this Agreement. Such right of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submittedExhibit A Release to revoke the Agreement and the Exhibit A Release, in writing, to UDR, Inc., c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and Chief Executive Officer, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, post-marked within has seven (7) days following Executive’s execution of execution the Exhibit B Release to revoke the Exhibit B Release (each such period, a “Revocation Period”); (iv) this Agreement, and the ADEA waiver pursuant to the Exhibit A Release, shall not be effective until the Revocation Period with respect to the Exhibit A Release has expired; (v) L3’s obligations under Paragraphs 6.d. through 6.e. of this Agreement, and the ADEA waiver pursuant to the Exhibit B Release, shall not be effective until the Revocation Period with respect to the Exhibit B Release has expired; and (vi) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. Executive agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original 21-day consideration period provided in this paragraph. Executive acknowledges that if Executive has not returned the signed Agreement and the applicable signed General Release within the time permitted, then the offer of payments and benefits set forth herein will expire by its own terms at such time. Executive also recognizes that revocation of this Agreement and/or either General Release must be in writing and state, "I hereby revoke my acceptance of the Agreement." This Agreement shall not become effective or enforceable until the revocation period has expired without revocation must be delivered to L3’s Senior Vice President and Chief Human Resources Officer (the “Release Effective DateCHRO”). If the last day , by certified mail or courier service (signature of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Agreement will become irrevocable and enforceable on the eighth day after Executive signs this Agreement. Executive agrees with the Company that changes to this Agreement, whether material or immaterial, do not restart the running of the Consideration Periodreceipt required).

ADEA Release. The Company advises Executive general release contained herein specifically includes a waiver and release of all claims which Employee has or may have under the Age Discrimination in Employment Act, as amended, 29 U.S.C. Sections 621, et seq. (“ADEA”), based on Employee’s employment, the separation from that employment, or any event, transaction, occurrence, act or omission occurring on or before Employee signs the reaffirmation of this Agreement. Employee acknowledges that Employee has been advised to consult with an attorney prior to signing attorney, if desired, concerning this Agreement and has received all advice Employee deems necessary concerning this Agreement. Executive understands that he Employee has twenty-one (21) days after Employee receives this Agreement to consider decide whether or not to sign this Agreement (the “Consideration Period”). Executive must return this signed Agreement to the Company within the Consideration Period. If Executive signs Agreement, and returns should Employee execute this Agreement before in fewer than twenty- one (21) days, Employee does so with the end of express understanding that Employee has been given and declined the Consideration Period, it is because he has freely chosen opportunity to do so after carefully considering its termsconsider the Agreement for a full twenty-one (21) days. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) as amended by the Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), but this Agreement does not cover any rights or claims that may arise under the ADEA as amended by the OWBPA after the date of execution of this Agreement Executive further understands that he Employee has seven (7) days following execution after delivering to the Company an original of this Agreement signed by Employee to validly revoke this Agreement. Such right Revocation may be made by delivering a written notice of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc.Company, c/o ▇▇▇▇Leigh A▇▇ ▇. ▇▇▇▇▇▇▇, Chairman and Chief Executive Officer, ▇▇▇▇ ▇▇▇▇ at l▇▇▇▇▇▇ Drive▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. For the revocation to be effective, Suite 200written notice must be actually received by the Company, Highlands Ranchas evidenced by confirmation of delivery, CO 80129no later than the close of business on the seventh calendar day after Employee signs and delivers this Agreement, or, if mailed, postmarked by certified mail, return receipt requested, post-marked within seven (7) days of execution of this Agreement and state, "I hereby revoke my acceptance of the Agreement." such date. This Agreement shall not become effective or enforceable until the revocation period has expired without revocation (expired, which date of expiration shall be the “Release Effective Date”). If the last day ” of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Agreement will become irrevocable and enforceable on the eighth day after Executive signs this Agreement. Executive The release contained herein does not waive any rights or claims that Employee may have under the ADEA which may arise after the date Employee signs the reaffirmation of this Agreement. Employee hereby acknowledges and agrees with that Employee has read this Agreement in its entirety and understands all of its terms and that Employee is knowingly and voluntarily waiving and releasing Employee’s rights and claims only in exchange for consideration (something of value) in addition to anything of value to which Employee is already entitled. The Company and Employee agree that any changes made to the Company that changes to this Agreement, whether material or immaterial, do not restart the running of the Consideration Periodtwenty-one (21) day period described above.

ADEA Release. The Company advises Executive hereby acknowledges that Executive is knowingly and voluntarily entering into this Agreement with the purpose of waiving and releasing any claims under the ADEA (a law which prohibits discrimination on the basis of age) as applicable to his Expatriate Assignment relationship with ADSC, and as such, Executive acknowledges and agrees that: (1) this Agreement is worded in an understandable way and he has read and fully understands its terms; (2) any rights or claims arising under the ADEA are waived; (3) claims under the ADEA that may arise after this Agreement is executed are not waived; (4) the rights and claims waived in this Agreement are in exchange for additional consideration over and above anything to which Executive was already undisputedly entitled; (5) Executive has been advised in writing by LoyaltyOne to consult with an attorney prior to signing executing this Agreement. ; (6) Executive understands acknowledges that he has been given a twenty-one one-day (21-day) days to consider whether to sign this Agreement (the “Consideration Period”). Executive must return this signed Agreement to the Company within the Consideration Period. If Executive signs and returns this Agreement before the end period of the Consideration Period, it is because he has freely chosen to do so after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) as amended by the Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), but this Agreement does not cover any rights or claims that may arise under the ADEA as amended by the OWBPA after time from the date of execution of this Agreement Executive further understands that he has seven (7) days following execution receipt of this Agreement to validly revoke consider all of the provisions of this Agreement. Such right of revocation constitutes a unilateral right afforded to Executive , and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc., c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman he does knowingly and Chief Executive Officer, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, postvoluntarily waive said given 21-marked within seven day period; (7) days of execution of this Agreement and state, "I hereby revoke my acceptance of the Agreement." This Agreement shall not become effective or enforceable until the revocation period has expired without revocation (the “Release Effective Date”). If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Agreement will become irrevocable and enforceable on the eighth day after Executive signs this Agreement. Executive agrees with the Company that Any changes made to this Agreement, whether material or immaterial, do will not restart the running of this twenty-one-day (21-day) period; (8) Executive may revoke this waiver and release of any ADEA (age discrimination) claims covered by this Agreement within seven days from the Consideration date this Agreement is executed (such seven-day period, the “Revocation Period”) (9) This Agreement shall not become effective until the Revocation Period has passed and Executive shall not have revoked his waiver and release of any ADEA claim during the Revocation Period. If Executive revokes this Agreement, Executive will be deemed not to have accepted the terms of this Agreement and LoyaltyOne will have no obligations hereunder; and (10) Nothing in this Agreement shall be construed as a limitation on the right of Executive to participate in any investigation by the Equal Employment Opportunity Commission into any charge that ADEA has been violated, including a charge filed by Executive.

ADEA Release. In recognition of the consideration provided in the Agreement, the Executive hereby releases and discharges the Released Parties from any and all claims, actions and causes of action that he may have against the Released Parties arising under the U.S. Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). The Executive acknowledges that he understands that ADEA is a federal statute that prohibits discrimination on the basis of age in employment, benefits and benefit plans. By signing this Release, the Executive hereby acknowledges and confirms the following: (a) He is providing the release and discharge set forth in this Section 2 in exchange for consideration in addition to anything of value to which he is already entitled. (b) He was hereby advised by the Company advises Executive in writing to consult with an attorney of his choice prior to signing this Agreement. Executive Release and to have such attorney explain to his the terms of this Release including, without limitation, the terms relating to his release of claims arising under ADEA. (c) He has read this Release carefully and completely and understands each of the terms thereof. (d) He is aware that he has twenty-one (21) days in which to consider whether the terms of this Release, which the Executive has knowingly and voluntarily waived by accepting the terms of the offer as described herein. For a period of seven days following his acceptance hereof, the Executive has the right to sign revoke the release contained in this Agreement Section 2 (the “Consideration Revocation Period”). Executive must return ) commencing immediately following the date he signs and delivers this signed Agreement Release to the Company within the Consideration PeriodCompany. If Executive signs and returns this Agreement before the end of the Consideration Period, it is because he has freely chosen to do so after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) as amended by the Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), but this Agreement does not cover any rights or claims that may arise under the ADEA as amended by the OWBPA after the date of execution of this Agreement Executive further understands that he has seven (7) days following execution of this Agreement to validly revoke this Agreement. Such right of revocation constitutes a unilateral right afforded to Executive and the Company The Revocation Period shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc., c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and Chief Executive Officer, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, post-marked within seven (7) days of execution of this Agreement and state, "I hereby revoke my acceptance of the Agreement." This Agreement shall not become effective or enforceable until the revocation period has expired without revocation (the “Release Effective Date”). If expire at 5:00 p.m. E.S.T. on the last day of the revocation period is a SaturdayRevocation Period; provided, Sundayhowever, or legal holiday in Colorado, then the revocation period shall not expire until the next following that if such seventh day which is not a Saturdaybusiness day, Sunday, or legal holiday in Coloradothe Revocation Period shall extend to 5:00 p.m. on the next succeeding business day. If No such revocation by shall be effective unless it is in writing and signed by the Executive and received by the Company prior to the expiration of the Revocation Period. As set forth in section 7(f)(1)(C) of the ADEA, as added by the Older Workers Benefit Protection Act of 1990, Executive understands that Executive is not validly revoked, waiving any rights or claims provided under ADEA that may arise after this Agreement will become irrevocable and enforceable on the eighth day after Executive signs this Agreement. Executive agrees with the Company that changes to this Agreement, whether material or immaterial, do not restart the running of the Consideration Periodis executed by Executive.

ADEA Release. The Executive represents to the Company advises that Executive to consult with an attorney prior to is aware, understands and agrees that: (a) Executive is voluntarily entering into and signing this Agreement. Executive understands that he has twenty-one ; (21b) days to consider whether to sign the claims waived, released and discharged in Section 8 of this Agreement (the “Consideration Period”). include any and all claims Executive must return this signed Agreement has or may have arising out of or related to Executive’s employment with the Company within the Consideration Period. If Executive signs or termination of that employment, including any and returns this Agreement before the end of the Consideration Period, it is because he has freely chosen to do so after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and related parties that may have arisen all claims under the Age Discrimination in Employment Act (the “ADEA”); (c) as amended by the Older Worker’s Benefit Protection Act of 1990 (“OWBPA”)those claims waived, but this Agreement does released and discharged in that Section 8 do not cover include, and Executive is not waiving, releasing or discharging, any rights or claims that may arise under after the ADEA as amended Date of this Agreement; (d) payment by the OWBPA after Company of continued salary pursuant to Section 2 above provides consideration that Executive was not entitled to receive before signing this Agreement; (e) Executive was given twenty-one (21) days within which to consider this Agreement, but Executive has been informed that Executive may waive this twenty-one day consideration period and elect to execute this document prior to the date expiration of the twenty-one day consideration period, in order to expedite the execution of this Agreement and the payment of the Severance Benefit; Executive further understands that he may waive this twenty-one day consideration period by signing a separate waiver, entitled ELECTION TO EXECUTE PRIOR TO EXPIRATION OF TWENTY-ONE DAY CONSIDERATION PERIOD, made available to Executive with this Agreement; (f) Executive had and has seven (7) days following execution of the right to consult with an attorney regarding this Agreement to validly before signing this Agreement, and acknowledges that Executive has obtained such legal counsel as Executive deems necessary, such that Executive is entering into this Agreement freely, knowingly and voluntarily; (g) Executive may revoke this Agreement. Such right of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc., c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and Chief Executive Officer, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, post-marked Agreement at any time within seven (7) days of execution of after the day Executive signs this Agreement and state, "I hereby revoke my acceptance of the Agreement." This Agreement shall this document will not become effective or enforceable as to any claims under the ADEA and no payments under this Agreement will be payable until the revocation period has expired without revocation eighth day after the day Executive signs this Agreement on which day (the “Release Agreement’s Effective Date”). If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Agreement will automatically become irrevocable effective and enforceable on the eighth unless previously revoked within that seven-day after period); and (h) Executive signs this Agreement. Executive agrees with the Company that changes to this AgreementHAS CAREFULLY READ THIS DOCUMENT, whether material or immaterial, do not restart the running of the Consideration PeriodAND FULLY UNDERSTANDS EACH AND EVERY TERM.

ADEA Release. The Company advises Executive general release contained herein specifically includes a waiver and release of all claims which Employee has or may have under the Age Discrimination in Employment Act, as amended, 29 U.S.C. Sections 621, et seq. (“ADEA”), based on Employee’s employment, the separation from that employment, or any event, transaction, occurrence, act or omission occurring on or before Employee signs the reaffirmation of this Agreement. Employee acknowledges that Employee has been advised to consult with an attorney prior to signing attorney, if desired, concerning this Agreement and has received all advice Employee deems necessary concerning this Agreement. Executive understands that he Employee has twenty-one (21) days after Employee receives this Agreement to consider decide whether or not to sign this Agreement (the “Consideration Period”). Executive must return this signed Agreement to the Company within the Consideration Period. If Executive signs Agreement, and returns should Employee execute this Agreement before in fewer than twenty-one (21) days, Employee does so with the end of express understanding that Employee has been given and declined the Consideration Period, it is because he has freely chosen opportunity to do so after carefully considering its termsconsider the Agreement for a full twenty-one (21) days. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) as amended by the Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), but this Agreement does not cover any rights or claims that may arise under the ADEA as amended by the OWBPA after the date of execution of this Agreement Executive further understands that he Employee has seven (7) days following execution after delivering to the Company an original of this Agreement signed by Employee to validly revoke this Agreement. Such right Revocation may be made by delivering a written notice of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc.Company, c/o ▇▇▇▇Leigh A▇▇ ▇. ▇▇▇▇▇▇▇, Chairman and Chief Executive Officer, ▇▇▇▇ ▇▇▇▇ at l▇▇▇▇▇▇ Drive▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. For the revocation to be effective, Suite 200written notice must be actually received by the Company, Highlands Ranchas evidenced by confirmation of delivery, CO 80129no later than the close of business on the seventh calendar day after Employee signs and delivers this Agreement, or, if mailed, postmarked by certified mail, return receipt requested, post-marked within seven (7) days of execution of this Agreement and state, "I hereby revoke my acceptance of the Agreement." such date. This Agreement shall not become effective or enforceable until the revocation period has expired without revocation (expired, which date of expiration shall be the “Release Effective Date”). If the last day ” of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Agreement will become irrevocable and enforceable on the eighth day after Executive signs this Agreement. Executive The release contained herein does not waive any rights or claims that Employee may have under the ADEA which may arise after the date Employee signs the reaffirmation of this Agreement. Employee hereby acknowledges and agrees with that Employee has read this Agreement in its entirety and understands all of its terms and that Employee is knowingly and voluntarily waiving and releasing Employee’s rights and claims only in exchange for consideration (something of value) in addition to anything of value to which Employee is already entitled. The Company and Employee agree that any changes made to the Company that changes to this Agreement, whether material or immaterial, do not restart the running of the Consideration Periodtwenty-one (21)-day period described above.