Exhibit 10.1

[EXECUTION VERSION]

CONFIDENTIAL

SiriusPoint International Insurance Corporation
20 Fenchurch Street, 4^th Floor
London EC3M 3BY

September 6, 2022

Scott Egan

Via email to the confidential email address maintained in the Company’s records

Dear Scott:

We are pleased to offer you employment with SiriusPoint International Insurance Corporation whose registered office is 4^th floor, 20 Fenchurch Street, London, EC3M 3BY (the “Company”), subject to and on the terms and conditions outlined in this offer letter (the “Offer Letter” and the “Employment”).

For the avoidance of doubt, you will receive the guaranteed bonuses for the 2022 and 2023 performance years in the event that your employment terminates prior to the payment dates in a Qualifying Termination only. For this purpose, a “Qualifying Termination” means the termination of the Employment (x) by reason of your death or permanent disability, (y) by the Company without Cause and (z) by you with Good Reason.

For 2024 onwards and save as provided for below in respect of a Resignation for Good Reason /Termination not for Cause, you will have no entitlement whatsoever to receive a bonus payment, any outstanding bonus payment (or pro rata entitlement, or to accrue any bonus for the year in which your employment terminates pursuant to any such bonus scheme if, on or prior to the date that the bonus for the relevant bonus period is declared or would otherwise have been paid to you or the bonus would otherwise have accrued, you are: (i) no longer employed by the Company or any Group Company; or (ii) under notice of termination of employment (whether such notice is given by you or the Company), including during any period of Garden Leave; or (iii) suspended pursuant to the terms of the Offer Letter and the Employment is subsequently terminated in connection (whether directly or indirectly) with the circumstances which gave rise to such suspension; or (iv) subject to any disciplinary process and the Employment is subsequently terminated in connection (whether directly or indirectly) with the circumstances which gave rise to such process (whereby entitlement to be considered for a bonus shall be reinstated if no disciplinary sanction is imposed); or (v) no longer in satisfaction of any eligibility criteria set out in the relevant plan rules.

The terms of the New Hire Options are provided more fully in the award agreement attached hereto as Exhibit B-2.

In addition, the Company shall reimburse you for the legal fees incurred by you in connection with the negotiation, preparation, and execution of the Offer Letter, up to a maximum reimbursement amount of £21,500 (including VAT) (the “Legal Expenses”).

(after deducting income tax and National Insurance contributions) and will exclude any other bonus, benefits and emoluments referable to the Employment.

(i) an annual bonus for the year of termination based on actual performance for the year in which the termination date occurs (whereby the Company shall disclose relevant details of performance to you to assist in calculation of such bonus), prorated for the period of the Employment during such year, and payable at such time as annual bonuses are paid in the ordinary course to similarly situated senior executives;

(ii) a cash severance payment equal to eighteen (18) months of your base salary at the rate in effect on your termination date, payable on the Company’s normal payroll dates and as provided in the next following sentence, with the first such instalment being paid on the first available payroll date following the termination date and including any installments that would have been paid if the release of claims were effective on your termination date. The cash severance pay shall be paid as follows: (x) an amount equal to one year of base salary shall be paid in twelve (12) monthly instalments over the twelve (12) months following the date of termination (and the first of such instalments shall be paid on the first payroll date after the 45th day following the termination date and shall include any installment that would have been paid if the release of claims was effective on the termination date); and (y) an amount equal to the remaining six (6) months of base salary shall be paid in the fiscal year following the fiscal year in which the termination date occurs on dates selected by the Company in its sole discretion but not less frequently than in monthly instalments over the six (6) months following the first anniversary of the termination date. The cash severance payment shall be reduced by an amount equal to any base salary paid by the Company in respect of any worked notice period and/or salary paid in lieu of notice pursuant to the payment in lieu of notice clause) and shall be inclusive of any statutory severance payments due to you in connection with the termination of the Employment; and

(iii) subject to plan rules, and the terms applicable to such benefits set out in the Offer Letter, and the scheme providers agreeing to continue to provide coverage (whereby the Company will make all reasonable efforts to obtain such coverage) continued medical and life insurance benefits for eighteen (18) months following your termination date at the same premium rates that active employees pay for such coverage.

This offer will be withdrawn if any of the above conditions are not satisfied and all liabilities of the parties pursuant to or in connection with the Offer Letter shall cease and determine and neither party shall have any claim against the other. For clarity, the termination and severance provisions of the Offer Letter would not apply under these circumstances.

We believe that the Company presents a tremendous value creation opportunity and we view you as an important part of our future successes. We look forward to working with you.

[Signature page follows]

THIS DEED has been executed as a deed, and it has been delivered on the date stated at the beginning of this Deed.

Exhibit A

SiriusPoint Ltd.
Executive Restrictive Covenant Agreement

This Executive Restrictive Covenant Agreement (the “Agreement”) is entered into by and between SiriusPoint International Insurance Corporation whose registered office is 4^th floor, 20 Fenchurch Street, London, EC3M 3BY (the “Company”), and the undersigned (the “Executive”).

In consideration of the Executive’s employment by the Company and compensation and benefits to be provided pursuant to such employment, which the Executive acknowledges to be good and valuable consideration for the Executive’s obligations hereunder, the Company and the Executive hereby agree as follows:

2.            Noncompetition. By and in consideration of the Executive’s employment by the Company and the payments to be made and benefits to be provided by the Company in connection with the Executive’s employment, and further in consideration of the Executive’s exposure to the proprietary information of the Company Group and knowledge of and influence over the Company Group’s customers and workforce, the Executive agrees that the Executive will not, during the Noncompetition Term (as defined below), directly or indirectly, invest in, lend to, own, manage, operate, join, control, be employed by or otherwise provide services to, or participate in the ownership, management, operation or control of, including but not limited to holding any position as a shareholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of less than 5% of the outstanding equity securities of any unlisted company or any issuer whose securities are listed or traded on any Recognised Investment Exchange, be prohibited by this Section 2. Following termination of the Executive’s employment, upon request of the Company during the Noncompetition Term, the Executive shall notify the Company of the Executive’s then-current employment status.

3.            Nonsolicitation of staff. During the Nonsolicitation Term, the Executive shall not, and shall not cause any other person to, (i) interfere with or harm, or attempt to interfere with or harm, the relationship of any member of the Company Group with any Restricted Employee (as defined below), or (ii) endeavor to entice any Restricted Employee away from the Company Group. For the avoidance of doubt, it shall not be a breach of this clause for any Restricted Employee to respond to a bona fide advertisement or approach from a recruitment consultant on behalf of a third party employer, provided you are not involved in such recruitment.

4.            Nonsolicitation/Nondealing with Customers. During the Nonsolicitation Term the Executive shall not, and shall not cause any other person to (i) interfere with or harm, or attempt to interfere with or harm, the relationship of any member of the Company Group with any Restricted Customer; or (ii) endeavor to entice any Restricted Customer away from the Company Group where such enticement relates to Restricted Goods or Services; or (iii) have any dealings with any Restricted Customer relating to Restricted Goods or Services.

5.            Non disparagement. While employed by the Company and thereafter, neither the Company (by formal press release, or by authorized statement of any of the members of its board of directors or executive officers made in circumstances reasonably expected to become publicly known) nor the Executive shall make or publish any disparaging statements (whether written or oral) regarding each other (or in the Executive's case) any of the Company’s affiliates, directors, officers, or employees.

6.            Proprietary Rights. If at any time in the course of the employment, the Executive makes or discovers or participates in the making or discovery of any Intellectual Property relating to or capable of being used in the business of the Company or any member of the Company Group the Executive shall immediately disclose full details of such Intellectual Property to the Company and, at the request and expense of the Company, shall do all things which may be necessary or desirable for obtaining appropriate forms of protection for the Intellectual Property and for vesting all rights in the same in the Company or relevant member of the Company Group or their nominees.

The Executive irrevocably appoints any director of the Company to be his attorney in his name and on his behalf to sign, execute or do any instrument or thing and generally to use his name for the purpose of giving to the Company or any member of the Company Group or their nominees the full benefit of the provisions of this section and in favour of any third party a certificate in writing signed by any director or the secretary of the Company that any instrument or act falls within the authority conferred by this section shall be conclusive evidence that such is the case.

The Executive acknowledges and agrees that he will not (whether during or after the employment) apply or join in applying for any patent, registered design, trade mark or other intellectual property protection in respect of any Intellectual Property without the prior written approval of the Company.

The Executive waives all his rights (as defined in the Copyright Designs and Patents Act 1988) in respect of any acts of the Company or any acts of third parties done with the Company’s authority in relation to any Intellectual Property which is the property of the Company by virtue of this section.

All rights and obligations under this section in respect of Intellectual Property made or discovered by the Executive during the employment shall continue in full force and effect after the termination of the employment and shall be binding upon your personal representatives.

“Intellectual Property” for the purposes of this section shall mean:

in each case in any jurisdiction where any of the above may exist.

7.            Remedies. The Executive agrees that any material breach of the terms of this Agreement might result in irreparable injury and damage to the Company Group for which the Company may have no adequate remedy at law; the Executive therefore also agrees that in the event of such breach or any threat of breach, the Company may be entitled to an immediate injunction and restraining order to prevent such breach, threatened breach, or continued breach by the Executive and any and all persons or entities acting for or with the Executive, without having to prove damages, in addition to any other remedies to which the Company may be entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to, the recovery of damages from the Executive. The Executive and the Company further agree that the provisions of the covenants contained in this Agreement are reasonable and necessary to protect the business of the Company Group because of the Executive’s access to Confidential Information and his material participation in the operation of such business. While the restrictions in this Agreement (on which the Executive has had the opportunity to take independent advice, as the Executive hereby acknowledges) are considered by the parties to be reasonable in all the circumstances, it is agreed that if any such restrictions, by themselves, or taken together, shall be adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company or member of the Company Group but would be adjudged reasonable if part or parts of the wording thereof were deleted, the relevant restriction or restrictions shall apply with such deletion(s) as may be necessary to make it or them valid and effective.

8.            The benefit of this Agreement shall be held on trust by the Company for each member of the Company Group and the Company reserves the right to assign the benefit of such provisions to any Group Company. Each of the obligations undertaken by the Executive pursuant to this Agreement shall, with respect to each such member of the Company Group, constitute a separate and distinct covenant and the invalidity or unenforceability of any such covenant shall not affect the validity or enforceability of the other such covenants in favour of any other member of the Company Group or the Company. The Executive agrees that each of the restrictions set out in this Agreement constitutes entirely separate, severable and independent restrictions on him and the sections and sub-sections of this Agreement shall operate independently of each other and shall not affect the interpretation of any other section or sub-section.

9.            Certain Definitions. For purposes of this Agreement:

10.            No Waiver of Rights. The failure to enforce at any time the provisions of this Agreement or to require at any time performance by any other party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement or any part hereof, or the right of any party to enforce each and every provision in accordance with its terms.

11.            Binding Effect/Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and the Company Group, and each of their respective heirs, executors, personal representatives, estates and successors (including, without limitation, by way of merger), and assigns. Notwithstanding the provisions of the immediately preceding sentence, the Executive shall not assign all or any portion of this Agreement without the prior written consent of the Company.

12.            Entire Agreement. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as to such subject matter.

13.            Severability. If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such provision or application shall to that extent be severable and shall not affect other provisions or applications of this Agreement.

14.            Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without reference to the principles of conflict of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the English courts.

15.            Modifications and Waivers. No provision of this Agreement may be modified, altered, or amended except by an instrument in writing executed by the parties hereto. No waiver by any party hereto of any breach by any other party hereto of any provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at the time or at any prior or subsequent time.

16.            Headings. The headings contained herein are solely for the purposes of reference, are not part of this Agreement, and shall not in any way affect the meaning or interpretation of this Agreement.

17.            Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

[signature page follows]

This deed has been executed as a deed and it has been delivered on the date stated at the beginning of this deed.

Signed as a deed by SiriusPoint International Insurance Corporation

Exhibit B-1

Exhibit B-2

[attached]

Exhibit B-1

[EXECUTION VERSION]

THE SIRIUSPOINT LTD.
2013 OMNIBUS INCENTIVE PLAN
EMPLOYEE SERVICE RESTRICTED SHARE UNIT
AWARD NOTICE

Dear Scott:

In connection with your hiring as Chief Executive Officer of SiriusPoint Ltd. (the “Company”), you have been granted a number of Restricted Share Units of the Company as set forth below pursuant to the terms and conditions of the SiriusPoint Ltd. 2013 Omnibus Incentive Plan (the “Plan”) and the implementing Employee Service Restricted Share Unit Agreement (together with this Award Notice, the “Agreement”). The Employee Service Restricted Share Unit Agreement is attached hereto, and a copy of the Plan is publicly available or will be provided to you upon request. Capitalized terms not defined in this Award Notice shall have the meanings specified in the Plan or the Employee Service Restricted Share Unit Agreement.

Acknowledgment, Acceptance and Agreement:

By signing below and returning this Award Notice to SiriusPoint Ltd., I hereby acknowledge receipt of the Agreement and the Plan, accept the Restricted Share Units granted to me pursuant to the Agreement and agree to be bound by the terms and conditions of this Award Notice, the Agreement and the Plan.

[Signature Page to Employee Service Restricted Share Unit Award Notice]

EMPLOYEE SERVICE RESTRICTED SHARE UNIT AGREEMENT

EMPLOYEE SERVICE RESTRICTED SHARE UNIT AGREEMENT (the “Agreement”) dated as of the Grant Date set forth in the Notice of Grant (as defined below), by and between SiriusPoint Ltd., a Bermuda exempted company limited by shares (the “Company”), and the employee whose name appears in the Notice of Grant (the “Participant”), pursuant to the SiriusPoint Ltd. 2013 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.

1.             Grant of Restricted Share Units. The Company hereby evidences and confirms its grant to the Participant, effective as of the Grant Date set forth in the Notice of Grant, of the number of Restricted Share Units specified in the SiriusPoint Ltd. 2013 Omnibus Incentive Plan Employee Service Restricted Share Unit Award Notice delivered by the Company to the Participant (the “Notice of Grant”). Each Restricted Share Unit shall entitle the Participant, upon the settlement thereof, to the delivery of one common share of the Company, par value U.S.$0.10 per share. This Agreement is subordinate to, and the terms and conditions of the Restricted Share Units granted hereunder are subject to, the terms and conditions of the Plan, which are incorporated by reference herein. If there is any inconsistency between the terms hereof and the terms of the Plan, the terms of the Agreement shall govern. The Restricted Share Units shall be considered a Service Award under the Plan.

2.             Vesting of Restricted Share Units; Restricted Period; Settlement.

(a)             Vesting. Except as otherwise provided in this Section 2, the Restricted Share Units shall become vested, if at all, on the vesting date set forth in the Notice of Grant, subject to the Participant’s continued provision of Services to the Company or any Subsidiary thereof through such date. The period over which the Restricted Share Units vest is referred to as the “Restricted Period.” Within 60 days following the date on which Restricted Share Units become vested during the Restricted Period, the Company shall issue the Shares underlying such vested Restricted Share Units or shall otherwise evidence the Participant’s ownership of the Shares (whereupon such vested Restricted Share Units shall cease to be outstanding).

(b)             Termination of Services. If the Participant’s Services to the Company terminate at any time (including for the avoidance of doubt during the first 12 months of his appointment) due to a Qualifying Termination, all of the Restricted Share Units shall be deemed vested effective as of the date of the Participant’s Qualifying Termination. For this purpose, a “Qualifying Termination” means the termination of the Participant’s Services (x) by reason of the Participant’s death or Disability, (y) by the Company without Cause and (z) by the Participant with Good Reason. “Good Reason” and “Cause” shall have the meanings set forth in the Participant’s employment agreement with the Company.

(c)             Change in Control. In the event of a Change in Control during the Restricted Period, if the Participant is terminated by the Company in a Qualifying Termination during the period beginning on the date that is ninety (90) days prior to a Change in Control and ending on the date that is twenty-four (24) months following the Change in Control (a “Change in Control Termination”), all unvested Restricted Share Units shall fully vest on the effective date of the Participant’s Termination of Service.

(d)             Committee Discretion. Notwithstanding anything contained in this Agreement to the contrary, the Committee, in its sole discretion, may accelerate the vesting with respect to any Restricted Share Units under this Agreement, at such times and upon such terms and conditions as the Committee shall determine, such discretion to be exercised in a bona fide and rational manner.

3.             Securities Law Compliance. Notwithstanding any other provision of this Agreement, the Participant may not sell the Shares delivered upon settlement of the Restricted Share Units that become vested unless such Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or, if such Shares are not then so registered, such sale would be exempt from the registration requirements of the Securities Act. The sale of such Shares must also comply with other applicable laws and regulations governing the Shares, and Participant may not sell the Shares if the Company determines that such sale would not be in material compliance with such laws and regulations.

4.             Participant’s Rights with Respect to the Restricted Share Units.

(a)             Restrictions on Transferability. During the Restricted Period, the Restricted Share Units granted hereby are not assignable or transferable, in whole or in part, and may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including without limitation by gift, operation of law or otherwise) other than by will or by the laws of descent and distribution to the estate of the Participant upon the Participant’s death.

(b)             Rights as Shareholder; No Dividend Equivalents. The Participant shall not be treated as the record owner of the Shares underlying the Restricted Share Units until the underlying Shares are delivered in settlement thereof, at which time the Participant shall be entitled to all of the rights of a shareholder of the Company including, without limitation, the right to vote such shares and receive all dividends or other distributions paid with respect to such shares. Outstanding Restricted Share Units shall not be entitled to Dividend Equivalents.

(c)             Shares Certificates. The Company may issue shares certificates or evidence the Participant’s interest in the Shares underlying the Restricted Share Units by using a restricted book entry account with the Company’s transfer agent.

5.             Adjustment in Capitalization. The number, class or other terms of any outstanding Restricted Share Units shall be adjusted by the Board to reflect any extraordinary dividend, shares dividend, shares split or share combination or any recapitalization, business combination, merger, consolidation, spin-off, exchange of shares, liquidation or dissolution of the Company or other similar transaction affecting the Shares in such manner as it determines in its sole discretion.

6.              Miscellaneous.

(a)             Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(b)             No Right to Continued Services. Nothing in the Plan or this Agreement shall interfere with or limit in any way the right of the Company to terminate the Participant’s Service at any time, or confer upon the Participant any right to continue in the Services of the Company.

(c)             Interpretation. The Committee shall have full power and discretion to construe and interpret the Plan (and any rules and regulations issued thereunder) and this Agreement. Any determination or interpretation by the Committee under or pursuant to the Plan or this Agreement shall be final and binding and conclusive on all persons affected hereby.

(d)             Tax Withholding. The Company and its Subsidiaries shall have the right to deduct from all amounts paid to the Participant in cash (whether under the Plan or otherwise) any amount of taxes required by law to be withheld in respect of the Restricted Share Units or the underlying Shares as may be necessary in the opinion of the Company to satisfy tax withholding required under the laws of any country, state, city or other jurisdiction, including but not limited to income taxes, capital gains taxes, transfer taxes, and social security contributions that are required by law to be withheld. The Company may require the Participant (or other recipient of the Shares) to remit to the Company an amount in cash sufficient to satisfy the amount of taxes required to be withheld as a condition to the issuance of Shares deliverable upon vesting of the Restricted Share Units. The Committee may, in its discretion, require the Participant (or other recipient of the Shares), or permit the Participant (or other recipient of the Shares) to elect, subject to such conditions as the Committee shall impose, to meet such obligations by having the Company sell the least number of whole Shares having a Fair Market Value sufficient to satisfy all or part of the amount required to be withheld. The Company may defer delivery of the Shares until such requirements are satisfied.

(e)             Application of Clawback Policy. The Restricted Share Units or underlying Shares granted or vested and any gains earned or accrued due to the sale of any underlying Shares shall be subject to any generally applicable clawback and recoupment policies of the Company in effect from time to time, or applicable law or regulations in effect on or after the Effective Date, including Section 304 of the U.S. Sarbanes-Oxley Act of 2002 and Section 10D of the Exchange Act. The implementation of policies and procedures pursuant to this Section 6(e) and any modification of the same shall not be subject to any restrictions on amendment or modification of Awards. Any such policies may (in the discretion of the Administrator or the Board) be applied to outstanding Awards at the time of adoption of such policies, or on a prospective basis only.

(f)              Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York regardless of the application of rules of conflict of laws that would apply the laws of any other jurisdiction.

(g)             Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By entering into this Agreement and accepting the Restricted Share Units evidenced hereby, the Participant acknowledges: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the Award does not create any contractual or other right to receive future grants of Awards; (c) that participation in the Plan is voluntary; (d) that the value of the Restricted Share Units is not part of normal or expected compensation for purposes of calculating any resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; and (e) that the future value of the Shares underlying the Restricted Share Units is unknown and cannot be predicted with certainty.

(h)             Employee Data Privacy. By entering into this Agreement and accepting the Restricted Share Units evidenced hereby, the Participant: (a) authorizes the Company and its Affiliates, any agent of the Company and its Affiliates administering the Plan or providing Plan recordkeeping services, to disclose to the Company and any of its Affiliates any information and data the Company requests in order to facilitate the grant of the Award and the administration of the Plan; (b) waives any data privacy rights the Participant may have with respect to such information; and (c) authorizes the Company and its Affiliates and their agents to store and transmit such information in electronic form.

(i)               Consent to Electronic Delivery. By entering into this Agreement and accepting the Restricted Share Units evidenced hereby, Participant hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws) regarding the Company and its Affiliates, the Plan, this Agreement and the Restricted Share Units via Company website, email or other electronic delivery.

(j)              Headings and Captions. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(k)             Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

Exhibit B-2

[EXECUTION VERSION]

THE SIRIUSPOINT LTD.
2013 OMNIBUS INCENTIVE PLAN
EMPLOYEE SHARE OPTION
AWARD NOTICE

Dear Scott,

In connection with your appointment as Chief Executive Officer of SiriusPoint Ltd. (the “Company”), you will be granted a number of Options as set forth below pursuant to the terms and conditions of the SiriusPoint Ltd. 2013 Omnibus Incentive Plan (the “Plan”) and the Employee Share Option Agreement (together with this Award Notice, the “Agreement”). The Employee Share Option Agreement is attached hereto, and a copy of the Plan is publicly available or will be provided to you upon request. Capitalized terms not defined in this Award Notice shall have the meanings specified in the Plan or the Employee Share Option Agreement.

Acknowledgment, Acceptance and Agreement:

By signing below and returning this Award Notice to SiriusPoint Ltd., I hereby acknowledge receipt of the Agreement and the Plan, accept the Options to be granted to me pursuant to the Agreement and agree to be bound by the terms and conditions of this Award Notice, the Agreement and the Plan.

[Signature Page to Employee Share Option Award Notice]

EMPLOYEE SHARE OPTION AGREEMENT

EMPLOYEE SHARE OPTION AGREEMENT (the “Agreement”) dated as of September __, 2022, by and between SiriusPoint Ltd., a Bermuda exempted company limited by shares (the “Company”), and the employee whose name appears in the Notice of Grant (as defined below) (the “Participant”), pursuant to the SiriusPoint Ltd. 2013 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.

1.             Grant of Options. The Company hereby evidences and confirms its grant to the Participant, effective as of each Grant Date set forth in the Notice of Grant, of the number of Options to purchase common shares of the Company (the “Options”) specified in the SiriusPoint Ltd. 2013 Omnibus Incentive Plan Employee Share Option Award Notice delivered by the Company to the Participant (the “Notice of Grant”). The Options granted hereunder are not intended to be “incentive stock options” within the meaning of Section 422 of the Code. This Agreement is subordinate to, and the terms and conditions of the Options granted hereunder are subject to, the terms and conditions of the Plan, which are incorporated by reference herein. If there is any inconsistency between the terms hereof and the terms of the Plan, the terms of the Agreement shall govern. The Options shall be considered a Service Award under the Plan.

2.             Vesting of Options.

(a)             Vesting. Except as otherwise provided in this Section 2, each tranche of Options specified in the Notice of Grant shall be fully vested on the Grant Date specified in the Notice of Grant (each, a “Grant Date”), subject to the Participant’s continued provision of Services to the Company or any Subsidiary thereof through the Grant Date. Options may be exercised during the period that they are exercisable as stated in the Notice of Grant and this Agreement.

(b)             Termination of Services.

  (i)             If the Participant’s Services to the Company are terminated by reason of the Participant’s voluntary resignation without Good Reason, the Participant shall have ninety (90) days following the date of such voluntary resignation to exercise any vested Options which are then outstanding and exercisable.

  (ii)             If the Participant’s Services to the Company are terminated by reason of the Participant’s Qualifying Termination, the Participant may exercise any vested Options which are then outstanding and exercisable until their stated Normal Expiration Date. For this purpose, a “Qualifying Termination” means the termination of the Participant’s Services (x) by reason of the Participant’s death or Disability, (y) by the Company without Cause and (z) by the Participant with Good Reason. “Good Reason” and “Cause” shall have the meanings set forth in the Participant’s employment agreement with the Company.

  (iii)             If the Participant’s Services to the Company are terminated by the Company for Cause, all Options (whether vested or unvested) which are then outstanding shall be forfeited and canceled without any payment therefor.

  (iv)             For clarity and avoidance of doubt, except as provided in the Notice of Grant, the Participant shall have no rights as to Options the Grant Date of which has not occurred prior to the termination of the Participant’s Services for any reason.

(c)             Committee Discretion. Notwithstanding anything contained in this Agreement to the contrary, the Committee, in its sole discretion, may accelerate the vesting with respect to any Options under this Agreement, at such times and upon such terms and conditions as the Committee shall determine, such discretion to be exercised in a bona fide and rational manner.

(d)             No Other Accelerated Vesting. The vesting and exercisability provisions set forth in Section 2 or expressly set forth in the Plan, shall be the exclusive vesting and exercisability provisions applicable to Options and shall supersede any other provisions relating to vesting and exercisability, unless such other provision expressly refers to the Plan by name and this Agreement by name and date and are agreed with the Participant.

3.             Normal Expiration Date. Unless the Options earlier terminate in accordance with Section 2, the Options shall terminate on the seventh (7^th) anniversary of the applicable Grant Date (the “Normal Expiration Date”). Options that have become exercisable pursuant to Section 2 may be exercised, subject to the provisions of this Agreement and the Plan, at any time and from time to time until the earlier of the date on which the Options terminate pursuant to Section 2 and the Normal Expiration Date.

4.             Securities Law Compliance. Notwithstanding any other provision of this Agreement, the Participant may not sell the Shares acquired on exercise of the Options unless such Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or, if such Shares are not then so registered, such sale would be exempt from the registration requirements of the Securities Act. The sale of such Shares must also comply with other applicable laws and regulations governing the Shares, and Participant may not sell the Shares if the Company determines that such sale would not be in material compliance with such laws and regulations.

5.             Participant’s Rights with Respect to the Options and Underlying Shares.

(a)             Restrictions on Transferability. The Options granted hereby are not assignable or transferable, in whole or in part, and may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including without limitation by gift, operation of law or otherwise) other than by will or by the laws of descent and distribution to the estate of the Participant upon the Participant’s death.

(b)             Rights as Shareholder; Dividends. The Participant shall not be treated as the record owner of the Shares underlying the Options until the underlying Shares are delivered in settlement thereof, at which time the Participant shall be entitled to all of the rights of a shareholder of the Company including, without limitation, the right to vote such shares and receive all dividends or other distributions paid with respect to such shares.

6.             Adjustment in Capitalization. The number, class, exercise price or other terms of any outstanding Options shall be adjusted by the Board to reflect any extraordinary dividend, shares dividend, shares split or share combination or any recapitalization, business combination, merger, consolidation, spin-off, exchange of shares, liquidation or dissolution of the Company or other similar transaction affecting the Shares in such manner as it determines in its sole discretion.

7.             Miscellaneous.

(a)             Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(b)             No Right to Continued Services. Nothing in the Plan or this Agreement shall interfere with or limit in any way the right of the Company or any of its Subsidiaries to terminate the Participant’s Services at any time, or confer upon the Participant any right to continue in the Services of the Company or any of its Subsidiaries.

(c)             Interpretation. The Committee shall have full power and discretion to construe and interpret the Plan (and any rules and regulations issued thereunder) and this Agreement. Any determination or interpretation by the Committee under or pursuant to the Plan or this Agreement shall be final and binding and conclusive on all persons affected hereby.

(d)             Tax Withholding. The Company and its Subsidiaries shall have the right to deduct from all amounts paid to the Participant in cash (whether under the Plan or otherwise) any amount of taxes required by law to be withheld in respect of the Options or the underlying Shares under the Plan as may be necessary in the opinion of the Company to satisfy tax withholding required under the laws of any country, state, city or other jurisdiction, including but not limited to income taxes, capital gains taxes, transfer taxes, and social security contributions that are required by law to be withheld. The Company may require the recipient of the Shares upon exercise of settlement of the Options to remit to the Company an amount in cash sufficient to satisfy the amount of taxes required to be withheld as a condition to the issuance of Shares deliverable to the Participant upon such exercise. The Committee may, in its discretion, require the Participant (or other recipient of the Shares), or permit the Participant (or other recipient of the Shares) to elect, subject to such conditions as the Committee shall impose, to meet such obligations by having the Company sell the least number of whole Shares having a Fair Market Value sufficient to satisfy all or part of the amount required to be withheld. The Company may defer delivery of the Shares until such requirements are satisfied.

(e)             Application of Clawback Policy. The Options or underlying Shares granted or vested and any gains earned or accrued due to the sale of any underlying Shares shall be subject to any generally applicable clawback and recoupment policies of the Company in effect from time to time, or applicable law or regulations in effect on or after the Effective Date, including Section 304 of the U.S. Sarbanes-Oxley Act of 2002 and Section 10D of the Exchange Act. The implementation of policies and procedures pursuant to this Section 7(e) and any modification of the same shall not be subject to any restrictions on amendment or modification of Awards. Any such policies may (in the discretion of the Administrator or the Board) be applied to outstanding Awards at the time of adoption of such policies, or on a prospective basis only.

(f)             Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York regardless of the application of rules of conflict of law that would apply the laws of any other jurisdiction.

(g)             Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By entering into this Agreement and accepting the Options evidenced hereby, the Participant acknowledges: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the Award does not create any contractual or other right to receive future grants of Awards; (c) that participation in the Plan is voluntary; (d) that the value of the Options is not part of normal or expected compensation for purposes of calculating any resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; and (e) that the future value of the Shares is unknown and cannot be predicted with certainty.

(h)             Data Privacy. By entering into this Agreement and accepting the Options evidenced hereby, the Participant: (a) authorizes the Company and its Affiliates, any agent of the Company and its Affiliates administering the Plan or providing Plan recordkeeping services, to disclose to the Company and any of its Affiliates any information and data the Company requests in order to facilitate the grant of the Award and the administration of the Plan; (b) waives any data privacy rights the Participant may have with respect to such information; and (c) authorizes the Company and its Affiliates and their agents to store and transmit such information in electronic form.

(i)               Consent to Electronic Delivery. By entering into this Agreement and accepting the Options evidenced hereby, Participant hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws) regarding the Company and its Affiliates, the Plan, this Agreement and the Options via Company website, email or other electronic delivery.

(j)              Headings and Captions. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(k)             Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

Exhibit C

Duties, obligations and Warranties

Duties and obligations

Warranties

You represent and warrant to the Company that to the best of your knowledge:

Exhibit D

Further Section 1 particulars