Forms of Director Restricted Stock Award Agreement



  
 Exhibit 10.6

 For Nonemployee Directors 
 For grants to Directors on or after 
 August 4, 2010 pursuant to the 2008 Plan

 ALTERRA CAPITAL HOLDINGS LIMITED 
 2008 STOCK INCENTIVE PLAN 
 RESTRICTED STOCK AWARD AGREEMENT

 This Restricted Stock Award Agreement (the “Agreement”) is made, effective as of the
         day of                 , 2         (the “Grant Date”),
by and between Alterra Capital Holdings Limited (the “Company”) and                      (the
“Grantee”). 
 RECITALS: 
 WHEREAS, the Company has adopted the Alterra Capital Holdings Limited 2008 Stock Incentive Plan (the “Plan”) pursuant to which awards of restricted common shares of the
Company (“Common Shares”) may be granted; and 
 WHEREAS, the Committee has determined that it is
in the best interests of the Company and its shareholders to grant the award of restricted Common Shares provided for herein (the “Restricted Stock Award”) to the Grantee in recognition of the Grantee’s services to the
Company, such grant to be subject to the terms set forth herein. 
 NOW, THEREFORE, in consideration for the mutual
covenants hereinafter set forth, the parties hereto agree as follows: 
  

	1.	Grant of Restricted Stock Award. Pursuant to Section 9 of the Plan, the Company hereby issues to the Grantee on the Grant Date a Restricted Stock
Award consisting of, in the aggregate,              Common Shares in the capital of the Company (hereinafter called the “Restricted Stock”).


  

	2.	Incorporation by Reference. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this
Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have the authority to interpret and
construe the Plan and this Agreement and to make any and all determinations thereunder, and its decision shall be binding and conclusive upon the Grantee and his/her legal representative in respect of any questions arising under the Plan or this
Agreement. 

  

	3.	 Restrictions. Except as provided in the Plan or this Agreement, the restrictions on the Restricted Stock are that they will be forfeited
by the Grantee and all of the Grantee’s rights to such shares shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such
Restricted Stock made or attempted, whether voluntary or 



  
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involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise,
without the written consent of the Board. 


  

	4.	Vesting. 

  

	 	(a)	Except as otherwise provided herein, the restrictions described in Section 3 above will lapse with respect to 100% of the Restricted Stock on the third anniversary
of the Grant Date (the “Vesting Date”); provided, that, except as otherwise provided herein, the Grantee is then serving as a director on the Board. If the Grantee’s service as a director on the Board is
terminated at any time prior to the Vesting Date, the unvested Restricted Stock shall automatically be forfeited upon such cessation of service, unless otherwise provided in this Section 4. 


 

	 	(b)	Death, Disability. In the event of the Grantee’s death or upon the Grantee’s removal from the Board on account of Disability (as defined below), 100%
of the Restricted Stock shall vest as of the date of such termination. 

 For purposes of this Agreement,
“Disability” shall mean the removal of the Grantee as a director on the Board upon 30 days’ notice in the event that the Grantee suffers a mental or physical disability that shall have prevented him/her from performing
his/her material duties for a period of at least 120 consecutive days or 180 non-consecutive days within any 365 day period; provided, that, the Grantee shall not have returned to full-time performance of his/her duties within 30 days
following receipt of such notice. 
  

	 	(c)	Retirement. Subject to the Committee’s approval, upon the Grantee’s Retirement, vesting shall continue according to the schedule set forth in
Section 4(a) as if the Grantee continued to serve as a director on the Board. 

 For purposes of this
Agreement, “Retirement” shall be defined as the Grantee’s termination of service as a director on the Board on account of his/her voluntary resignation if the Grantee’s age is at least 55 and the Grantee has at
least five consecutive years of service as a director on the Board immediately prior to the termination date. 
  

	 	(d)	Change in Control. Upon the occurrence of a Change in Control (as defined in the Plan) that occurs following the one year anniversary of the Grant Date, or upon
any termination of services in connection with a Change in Control, all Restricted Stock shall automatically become vested and immediately nonforfeitable in full. 


 

	 	(e)	Not Re-Elected. In the event that the Grantee’s service on the Board is terminated as a result of a shareholder vote, 100% of the Restricted Stock shall
vest as of the date of such termination. 

  

	5.	 Rights as Shareholder; Dividends. The Grantee shall be the record owner of the Restricted Shares unless and until such Common Shares are
sold or otherwise disposed 



  
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of, and as record owner shall be entitled to all rights of a shareholder of the Company, including, without limitation, voting rights, if any, with respect to the Restricted Shares and the right
to receive dividends, if any, while the Restricted Shares are held in custody. 


  

	6.	Compliance with Laws and Regulations. The issuance and transfer of Common Shares shall be subject to compliance by the Company and the Grantee with all
applicable requirements of securities laws and with all applicable requirements of any stock exchange on which the Company’s Common Shares may be listed at the time of such issuance or transfer. 


 

	7.	No Right to Continued Service. Nothing in this Agreement shall confer upon the Grantee any right to continue to serve the Company or shall affect the
right of the Company to terminate the Grantee’s service as a director. 

  

	8.	Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be delivered by registered
or certified first class mail, return receipt requested, telecopier, courier service or personal delivery: 

 If
to the Company: 
 Alterra Capital Holdings Limited 
 Alterra House 
 2 Front Street 

Hamilton HM 11 

Bermuda 
 If to
the Grantee, at the Grantee’s last known address on file with the Company. 
 All such notices, demands and other
communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five (5) business days after being deposited in the mail, postage
prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied. 
  

	9.	Bound by Plan. By signing this Agreement, the Grantee acknowledges that he/she has received a copy of the Plan and has had an opportunity to review the
Plan and agrees to be bound by all of the terms and provisions of the Plan. 

  

	10.	Beneficiary. The Grantee may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may,
from time to time, amend or revoke such designation. If no designated beneficiary survives the Grantee, the beneficiary shall be deemed to be the Grantee’s spouse or, if the Grantee is unmarried at the time of death, his or her estate.


  

	11.	Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and on the Grantee and
the beneficiaries, executors and administrators, heirs and successors of the Grantee. 


  
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	12.	Amendment of Restricted Stock Award. Subject to Section 14 of this Agreement, the Committee at any time and from time to time may amend the terms of
this Restricted Stock Award; provided, however, the Grantee’s rights under this Restricted Stock Award shall not be materially and adversely affected by any such amendment without the Grantee’s consent.


  

	13.	Adjustments. This Restricted Stock Award is subject to adjustment pursuant to Section 12 of the Plan. 


 

	14.	Governing Law; Modification. This Agreement shall be governed by the laws of the state of New York without regard to the conflict of law principles. The
Agreement may not be modified except in writing signed by both parties. 

  

	15.	Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Committee for review.
The resolution of such a dispute by the Committee shall be binding on the Company and the Grantee. 

  

	16.	Severability. Every provision of this Agreement is intended to be severable and any illegal or invalid term shall not affect the validity or legality of
the remaining terms. 

  

	17.	Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation of construction, and
shall not constitute a part of this Agreement. 

  

	18.	Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. 

 [SIGNATURE PAGE FOLLOWS] 

  
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 IN WITNESS WHEREOF,
the parties hereto have signed this Agreement as of the date set forth below. 
  

			
	ALTERRA CAPITAL HOLDINGS LIMITED
		
	By: 	 	 
		 	 Name:
 Title:

Date:

	
	GRANTEE
		
	By: 	 	 
		 	 Name:

Date:




  
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 For Nonemployee
Directors 
 For grants to Directors on or after 
 August 4, 2010 pursuant to the 2006 Plan 
 ALTERRA CAPITAL HOLDINGS
LIMITED 
 AMENDED AND RESTATED 
 2006 EQUITY INCENTIVE PLAN 
 RESTRICTED STOCK AWARD AGREEMENT

 This Restricted Stock Award Agreement (the “Agreement”) is made, effective as of the
         day of                 , 2         (the “Grant Date”),
by and between Alterra Capital Holdings Limited (the “Company”) and                      (the
“Grantee”). 
 RECITALS: 
 WHEREAS, the Company has adopted the Alterra Capital Holdings Limited Amended and Restated 2006 Equity Incentive Plan (the “Plan”) pursuant to which awards of restricted
common shares of the Company (“Common Shares”) may be granted; and 
 WHEREAS, the Committee has
determined that it is in the best interests of the Company and its shareholders to grant the award of restricted Common Shares provided for herein (the “Restricted Stock Award”) to the Grantee in recognition of the
Grantee’s services to the Company, such grant to be subject to the terms set forth herein. 
 NOW, THEREFORE, in
consideration for the mutual covenants hereinafter set forth, the parties hereto agree as follows: 
  

	1.	Grant of Restricted Stock Award. Pursuant to Section 5 of the Plan, the Company hereby issues to the Grantee on the Grant Date a Restricted Stock
Award consisting of, in the aggregate,              Common Shares in the capital of the Company (hereinafter called the “Restricted Stock”).


  

	2.	Incorporation by Reference. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this
Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have the authority to interpret and
construe the Plan and this Agreement and to make any and all determinations thereunder, and its decision shall be binding and conclusive upon the Grantee and his/her legal representative in respect of any questions arising under the Plan or this
Agreement. 

  

	3.	 Restrictions. Except as provided in the Plan or this Agreement, the restrictions on the Restricted Stock are that they will be forfeited
by the Grantee and all of the Grantee’s rights to such shares shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or




  
 1 









	 	 
other alienation of such Restricted Stock made or attempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding,
whether in the nature of an insolvency or bankruptcy proceeding or otherwise, without the written consent of the Board. 


  

	4.	Vesting. 

  

	 	(a)	Except as otherwise provided herein, the restrictions described in Section 3 above will lapse with respect to 100% of the Restricted Stock on the third anniversary
of the Grant Date (the “Vesting Date”); provided, that, except as otherwise provided herein, the Grantee is then serving as a director on the Board. If the Grantee’s service as a director on the Board is
terminated at any time prior to the Vesting Date, the unvested Restricted Stock shall automatically be forfeited upon such cessation of service, unless otherwise provided in this Section 4. 


 

	 	(b)	Death, Disability. In the event of the Grantee’s death or upon the Grantee’s removal from the Board on account of Disability (as defined below), 100%
of the Restricted Stock shall vest as of the date of such termination. 

 For purposes of this Agreement,
“Disability” shall mean the removal of the Grantee as a director on the Board upon 30 days’ notice in the event that the Grantee suffers a mental or physical disability that shall have prevented him/her from performing
his/her material duties for a period of at least 120 consecutive days or 180 non-consecutive days within any 365 day period; provided, that, the Grantee shall not have returned to full-time performance of his/her duties within 30 days
following receipt of such notice. 
  

	 	(c)	Retirement. Subject to the Committee’s approval, upon the Grantee’s Retirement, vesting shall continue according to the schedule set forth in
Section 4(a) as if the Grantee continued to serve as a director on the Board. 

 For purposes of this
Agreement, “Retirement” shall be defined as the Grantee’s termination of service as a director on the Board on account of his/her voluntary resignation if the Grantee’s age is at least 55 and the Grantee has at
least five consecutive years of service as a director on the Board immediately prior to the termination date. 
  

	 	(d)	Change in Control. Upon the occurrence of a Change in Control (as defined in the Plan) that occurs following the one year anniversary of the Grant Date, or upon
any termination of services in connection with a Change in Control, all Restricted Stock shall automatically become vested and immediately nonforfeitable in full. 


 

	 	(e)	Not Re-Elected. In the event that the Grantee’s service on the Board is terminated as a result of a shareholder vote, 100% of the Restricted Stock shall
vest as of the date of such termination. 


  
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	5.	Rights as Shareholder; Dividends. The Grantee shall be the record owner of the Restricted Shares unless and until such Common Shares are sold or otherwise
disposed of, and as record owner shall be entitled to all rights of a shareholder of the Company, including, without limitation, voting rights, if any, with respect to the Restricted Shares and the right to receive dividends, if any, while the
Restricted Shares are held in custody. 

  

	6.	Compliance with Laws and Regulations. The issuance and transfer of Common Shares shall be subject to compliance by the Company and the Grantee with all
applicable requirements of securities laws and with all applicable requirements of any stock exchange on which the Company’s Common Shares may be listed at the time of such issuance or transfer. 


 

	7.	No Right to Continued Service. Nothing in this Agreement shall confer upon the Grantee any right to continue to serve the Company or shall affect the
right of the Company to terminate the Grantee’s service as a director. 

  

	8.	Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be delivered by registered
or certified first class mail, return receipt requested, telecopier, courier service or personal delivery: 

 If
to the Company: 
 Alterra Capital Holdings Limited 
 Alterra House 
 2 Front Street 

Hamilton HM 11 

Bermuda 
 If to
the Grantee, at the Grantee’s last known address on file with the Company. 
 All such notices, demands and other
communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five (5) business days after being deposited in the mail, postage
prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied. 
  

	9.	Bound by Plan. By signing this Agreement, the Grantee acknowledges that he/she has received a copy of the Plan and has had an opportunity to review the
Plan and agrees to be bound by all of the terms and provisions of the Plan. 

  

	10.	Beneficiary. The Grantee may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may,
from time to time, amend or revoke such designation. If no designated beneficiary survives the Grantee, the beneficiary shall be deemed to be the Grantee’s spouse or, if the Grantee is unmarried at the time of death, his or her estate.


  

	11.	Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and on the Grantee and
the beneficiaries, executors and administrators, heirs and successors of the Grantee. 


  
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	12.	Amendment of Restricted Stock Award. Subject to Section 14 of this Agreement, the Committee at any time and from time to time may amend the terms of
this Restricted Stock Award; provided, however, the Grantee’s rights under this Restricted Stock Award shall not be materially and adversely affected by any such amendment without the Grantee’s consent.


  

	13.	Adjustments. This Restricted Stock Award is subject to adjustment pursuant to Section 4(b) of the Plan. 


 

	14.	Governing Law; Modification. This Agreement shall be governed by the laws of the state of New York without regard to the conflict of law principles. The
Agreement may not be modified except in writing signed by both parties. 

  

	15.	Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Committee for review.
The resolution of such a dispute by the Committee shall be binding on the Company and the Grantee. 

  

	16.	Severability. Every provision of this Agreement is intended to be severable and any illegal or invalid term shall not affect the validity or legality of
the remaining terms. 

  

	17.	Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation of construction, and
shall not constitute a part of this Agreement. 

  

	18.	Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. 

 [SIGNATURE PAGE FOLLOWS] 

  
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 IN WITNESS WHEREOF,
the parties hereto have signed this Agreement as of the date set forth below. 
  

			
	ALTERRA CAPITAL HOLDINGS LIMITED
		
	By: 	 	 
		 	 Name:
 Title:

Date:

	
	GRANTEE
		
	By: 	 	 
		 	 Name:

Date:




  
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