exv10w15






Exhibit 10.15




ODYSSEY RE HOLDINGS CORP.

(NON-QUALIFIED)

2010 EMPLOYEE SHARE PURCHASE PLAN




     1. Purpose. The purpose of the Odyssey Re Holdings Corp. (Non-Qualified) 2010
Employee Share Purchase Plan, as may be amended from time to time (the “Plan”), is to provide
eligible Employees with an opportunity to purchase Shares (as such terms are defined below) through
payroll deductions and employer contributions. Participation in the Plan shall provide eligible
Employees who wish to acquire an interest in the long-term performance and success of Fairfax
Financial Holdings Limited with a method of doing so that is both convenient and, by virtue of
employer contributions, favorable to the Employees. The Plan is not intended to qualify as an
“Employee Stock Purchase Plan” under Section 423 of the Code (as such term is defined below).



     2. Definitions and Rules of Construction.


          (a) Definitions. For purposes of the Plan, the following capitalized words shall have the
meanings set forth below:




          “Account” means a separate account that the Administrator maintains for each Participant
under the Plan.




          “Administrator” means the Board, or such other person(s), committee or entity as may be
designated from time to time by the Board to administer the Plan in accordance with the terms
herein.




          “Board” means the Board of Directors of the Company or any committee of the Board of
Directors as the Board of Directors may determine from time to time.




          “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and
the regulations promulgated thereunder.




          “Company” means Odyssey Re Holdings Corp., a Delaware corporation, and its successors
and assigns, and includes, except in these definitions, if and to the extent applicable, a
Participating Company.




          “Company Contributions” means the contributions of the Company to the Plan provided for
in Section 6.



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          “Custodian” means an independent custodian designated by the Administrator, in its sole
discretion.




          “Earnings” means a Participant’s base salary or wages for each payroll period before
giving effect to any salary reduction agreement pursuant to a qualified cash or deferred
arrangement within the meaning of Section 401(k) of the Code or to any similar reduction
agreement pursuant to any cafeteria plan (within the meaning of Section 125 of the Code).




          “Earnings Percentage” means the percentage (which may be any whole number from 1 to 10
inclusive) of a Participant’s Earnings that the Company will deduct as Participant
Contributions; provided, however, that the Administrator may determine and
specify, from time to time, in its sole discretion, (i) the range of permissible percentages
of a Participant’s Earnings that may be deducted as Participant Contributions and (ii) the
maximum amount, if any, of Earnings that may be deducted for a Participant in any Plan Year.




          “Effective Date” means January 1, 2010.




          “Employee” means any individual who is employed on a full-time basis by a Participating
Company, as determined by the Administrator, in its sole discretion, and any other individual
designated by the Administrator who is employed on a regular basis by a Participating
Company.




          “Participant” means an Employee who has (i) elected to participate in the Plan pursuant
to the provisions of Section 4, (ii) completed the Probationary Period and (iii) not
withdrawn from the Plan.




          “Participant Contributions” means the contributions of a Participant to the Plan
pursuant to the provisions of Section 5.




          “Participating Company” means and includes the Company and any Subsidiary, and any
affiliate of the Company and any Subsidiary that has elected to participate in the Plan with
the consent of the Company.




          “Probationary Period” means, with respect to an Employee, and unless determined
otherwise by the Administrator, in its sole discretion, the period commencing on such
Employee’s date of hire and ending on the six (6)-month anniversary of such Employee’s date
of hire.




          “Purchase Period” means, unless otherwise determined by the Administrator, in its sole
discretion, the period beginning on the first day of each payroll period applicable to a
Participant and continuing through the last day of the applicable payroll period.



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          “Restricted Period” means, with respect to any Shares, the period of time during which a
Share is subject to restrictions on transfer as set forth in Section 10.




          “Shares” means the Subordinate Voting Shares, no par value, of Fairfax Financial
Holdings Limited.




          “Subsidiary” means any (i) corporation if fifty percent (50%) or more of the total
combined voting power of all classes of stock is owned, either directly or indirectly, by the
Company or another Subsidiary or (ii) limited liability company if fifty percent (50%) or
more of the membership interests is owned, either directly or indirectly, by the Company or
another Subsidiary.




          “Transfer” means to sell, assign, transfer, pledge or otherwise dispose of, or encumber,
any Share.




          “Year” or “Plan Year” means the calendar year.


          (b) Rules of Construction. The masculine pronoun shall be deemed to include the feminine
pronoun and the singular form of a word shall be deemed to include the plural form, unless the
context requires otherwise. Unless the text indicates otherwise, references to “Sections” are to
sections of the Plan.



     3. Eligibility. Each Employee who remains an Employee following the expiration of the
Probationary Period shall be eligible to participate in the Plan. Subject to the satisfaction of
Section 4, an Employee shall be eligible to participate in the Plan commencing in the first payroll
period that falls entirely outside the Probationary Period. An Employee who has met the
requirements of this Section 3 and who subsequently ceases to be an Employee shall again be
eligible to participate in the Plan when he again becomes eligible under this Section 3.



     4. Participation.


          (a) An Employee may elect to participate in the Plan by satisfying all requirements of a
Company-specified enrollment procedure, which shall include indicating the Employee’s desired
Earnings Percentage. Such election shall not be effective with respect to any payroll period
unless the Administrator determines, in its sole discretion, that the Company-specified enrollment
procedure has been completed. Any such election shall remain in effect until it is changed or
revoked by the Participant, or the Participant ceases to be eligible to participate in the Plan in
accordance with the procedures as may be established from time to time by the Administrator, in its
sole discretion.



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          (b) Unless otherwise determined by the Administrator, in its sole discretion, upon a
Participant’s termination of employment with a Participating Company for any reason (the date of a
Participant’s termination of employment shall be determined by the Administrator, in its sole
discretion), such Participant shall be deemed to have withdrawn from the Plan.



     5. Contributions by Participants.


          (a) Participants shall make Participant Contributions by means of regular payroll deductions
in an amount, as regards each Participant, equal to that Participant’s then elected Earnings
Percentage. Such payroll deductions shall be made during each payroll period. No interest shall
accrue or be paid on Participant Contributions credited to a Participant’s Account.


          (b) A Participant may, at any time and for any reason, elect to adjust the Participant’s
Earnings Percentage, terminate the Participant’s Participant Contributions or withdraw from the
Plan by satisfying all requirements of a Company-specified enrollment procedure; provided, however,
that, unless otherwise determined by the Administrator, in its sole discretion, such Participant
may elect such procedure only once in any thirty (30)-day period. Such request shall be effective
as of the first day of the payroll period commencing after the date of providing such notice to
which it may be practically applied.


          (c) Unless otherwise determined by the Administrator, in its sole discretion, if a Participant
terminates Participant Contributions or withdraws from the Plan, such Participant shall not be
permitted to recommence Participant Contributions or re-enroll in the Plan for ninety (90) days
following such termination or withdrawal.



Contributions by the Company.



          (d) Unless otherwise determined by the Administrator, in its sole discretion, the Company
shall, as soon as practicable, following the completion of each Purchase Period, allocate a Company
Contribution to the Account of each Participant in an amount equal to thirty percent (30%) of the
aggregate amount of Participant Contributions made by the Participant during such Purchase Period.
No interest shall accrue or be paid on Company Contributions credited to a Participant’s Account.


          (e) The Company shall, within ninety (90) days after the end of each Plan Year in which the
total shareholders’ equity of the Company attributable to the common equity as adjusted for
dividends, capital contributions or other extraordinary events (the “Book Value”) (in each case, as
determined by the Administrator, in its sole discretion, in accordance with generally accepted
accounting principles) as of the last day of such Plan Year (the “Measurement Plan Year”) has
increased by at least fifteen percent (15%) over the Book Value as of the last day of the
immediately preceding Plan Year, allocate an additional Company Contribution to



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the Account of each Participant on the date of the allocation in an amount equal to twenty
percent (20%) of the aggregate amount of Participant Contributions made by the Participant during
the Measurement Plan Year.




     6. Accounts and Allocations to Participants.


          (a) The Administrator shall establish and maintain a separate Account in respect of each
Participant showing all Participant Contributions and Company Contributions, the total number of
whole Shares (and fractional Shares), and the amount of cash dividends, if any, allocated to a
Participant’s Account.


          (b) All Participant Contributions and Company Contributions shall be forwarded by the
Administrator to the Custodian in a timely manner, consistent with the terms herein.



     7. Vesting. All Participant Contributions and Company Contributions allocated to a
Participant’s Account shall be fully and immediately vested upon being allocated to the
Participant’s Account.



     8. Purchase of Shares.


          (a) The Administrator shall designate a Custodian that shall acquire Shares as the agent for
the Participants. The Custodian shall use the Participant Contributions and the Company
Contributions (and cash dividends, if any) forwarded to it to purchase on the open market in a
timely manner as many Shares as may be acquired with such contributions at the market price of a
Share at the time of such purchase. All cash dividends paid with respect to Shares held in a
Participant’s Account shall be invested automatically in Shares in a timely manner. No interest
shall accrue or be paid on dividends credited to a Participant’s Account.


          (b) Upon any such purchase of Shares, the Custodian shall allocate to each Participant’s
Account the number of whole or fractional Shares to which such Participant is entitled. All Shares
purchased pursuant to the provisions of this Section 9 shall be subject to a Restricted Period and
such Shares shall be held by the Custodian in escrow on behalf of the applicable Participant until
the expiration of the Restricted Period.


          (c) During the Restricted Period, all shareholder rights with respect to Shares allocated to a
Participant’s Account (including the right to vote) shall be exercisable by the Participant, except
as expressly provided otherwise herein.



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     9. Restricted Period.


          (a) A Participant may not Transfer any Share allocated to the Participant’s Account in any
Plan Year during the period commencing on the date such Share is so allocated and expiring on the
last day of February of the immediately following Plan Year (the “Restricted Period”).


          (b) Subject to the terms of this Plan, until the expiration of the Restricted Period, a
Participant shall not be entitled to delivery of any Share that is subject to the restrictions on
transferability set forth in Section 10(a).


          (c) Any cash dividends and stock dividends with respect to Shares subject to a Restricted
Period shall be subject to the same restrictions as the underlying Shares.



     10. Distributions from the Plan.


          (a) Upon the expiration of the Restricted Period with respect to any Share, the restrictions
set forth in Section 10 shall be of no further force or effect with respect to such Share. A
Participant may, at any time, elect to complete a Company-specified procedure notifying the Company
that the Participant wishes to withdraw some or all of the Shares allocated to the Participant’s
Account for which the applicable Restricted Period has expired, in which event the Custodian shall
promptly issue and deliver to the Participant, without charge, the number of whole Shares
requested, subject to the terms herein, together with a cash payment in lieu of fractional Shares,
if any. Any such distribution shall reduce accordingly the number of Shares allocated to such
Participant’s Account.


          (b) A Participant whose employment with a Participating Company has terminated for any reason
shall receive a refund of the uninvested balance of his Participant Contributions, Company
Contributions and cash dividends, if any, as soon as practicable following the date of such
termination of employment. Within a reasonable time after the termination of a Participant’s
employment with a Participating Company for any reason, the Custodian and/or the Administrator
shall issue and deliver to the Participant, without charge, the whole Shares credited to the
Participant’s Account, together with a cash payment in lieu of fractional Shares (if any) credited
to the Participant’s Account, in the amount determined by the Administrator, and with any other
assets then credited to the Participant’s Account.


          (c) Subject to the terms of the Plan, a Participant may, at any time and from time to
time, request receipt of an immediate distribution of part or all of the Shares or other assets
credited to the Participant’s Account, or to otherwise reduce any Restricted Period. The decision upon any such application
shall be at the sole discretion of the Administrator, and no such decision, or any other




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determination permitted on a discretionary basis hereunder to the Administrator or the
Company, shall have any precedent value. Any such distribution shall reduce accordingly the number
of Shares allocated to such Participant’s Account.




     11. Administration.


          (a) The Administrator may make, amend and repeal at any time and from time to time such
procedures not inconsistent herewith as it may deem necessary or advisable for the proper
administration and operation of the Plan. In connection herewith, the Board may delegate to any
committee, person(s), or entity, such administrative duties and powers as it may see fit. Any such
delegation shall be subject to the restrictions and limitations that the Board specifies at the
time of such delegation.


          (b) Notwithstanding the foregoing, the Administrator shall have full power and authority,
subject to the express provisions hereof, to (i) make any legal or factual determinations, (ii)
construe and interpret the provisions of the Plan, (iii) formulate administrative rules and
procedures, (iv) make such changes in the administration of the Plan and in the administrative
rules and procedures and (v) make all other determinations as the Administrator, from time to time,
deems necessary or appropriate. All decisions and interpretations of the Administrator respecting
the Plan and all rules and procedures made from time to time pursuant hereto shall be final,
binding and conclusive for all purposes and upon all persons interested.



     12. Participant’s Eligibility and Interests Not Transferable. Except as otherwise
provided herein, and except for transfers by will or under the laws of descent and distribution, no
Participant shall have the right to Transfer either the Participant’s eligibility to participate in
the Plan or the Participant’s interest in the Shares or other assets credited to the Participant’s
Account, and no such attempted Transfer shall be effective.



     13. Liability. No member of the Board or any of its committees or the Administrator
shall have any liability or responsibility to any Employee, Participant or otherwise with respect
to the Plan, and the Company or a Participating Company (if applicable) shall indemnify and hold
harmless each such person from any liability arising from or in connection with the Plan, except
with respect to fraud, bad faith or willful misconduct. In the performance of their functions with
respect to the Plan, the Board and the Administrator shall be entitled to rely upon information and
advice furnished by the Company’s officers, accountants, legal counsel and any other party that the
Board or the Administrator deems necessary or appropriate, and no member of the Board or the
Administrator shall be liable for any action taken or not taken in reliance upon any such advice.



     14. Amendment; Termination. Notwithstanding anything herein to the contrary, the
Board may, at any time, amend, modify, terminate or suspend the Plan; provided,
however, that no amendment or modification that otherwise must be approved by



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shareholders, pursuant to applicable rules of a stock exchange or any requirements under the
Code, shall be effective without shareholder approval; and, provided, further,
that, except as otherwise expressly provided herein, no such action shall, without the express
written consent of a Participant, impair or adversely affect a Participant’s rights existing at
such time with respect to any Shares or other assets credited to a Participant’s Account.




     15. Distribution upon Termination of Plan. Upon termination of the Plan, all assets
credited to all Accounts shall, within a reasonable time after such termination, be distributed to
the respective Participants in a manner similar to the distributions provided for in Section 11(b).



     16. Costs. The Company shall pay all costs of administering the Plan, including
brokerage fees with respect to the purchase of Shares pursuant to the Plan.



     17. No Right to Continued Employment. Participation in the Plan shall be entirely
voluntary and shall not be construed to give any Participant the right to be employed or to
continue to be employed by the Company or any Subsidiary.



     18. Issuance and Delivery of Shares. Shares shall not be issued to a Participant
unless the issuance and delivery of the Shares comply with all applicable provisions of law,
domestic or foreign, including, without limitation, applicable securities laws, and the rules of
any other stock exchange or market upon which the Shares are then listed or traded and any rules
and regulations promulgated under any of the foregoing, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.



     19. Awards to Individuals Subject to Laws of a Jurisdiction Outside of the United
States. To the extent the Administrator, in its sole discretion, deems it necessary,
appropriate or desirable to comply with the laws of any relevant jurisdiction or practice and to
further the purposes of the Plan and the interests of the Company, the Administrator may, without
amending the Plan, adopt, on behalf of the Company or any Participating Company, one or more
sub-plans applicable to separate classes of Employees who are subject to laws of jurisdictions
outside of the United States, including, without limitation, establishing a trust in connection
with the Plan.



     20. Offsets. To the extent permitted by applicable law, the Company shall have the
absolute right to withhold any amounts payable to any Participant under the terms of the Plan to
the extent of any amount owed for any reason by such Participant to the Company or any Subsidiary
and to set off and apply the amounts so withheld to payment of any such amount owed to the Company
or any Subsidiary, whether or not such amount shall then be immediately due and payable and in such
order or priority as among such amounts owed as the Company, in its sole discretion, shall
determine.



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     21. Wage and Tax Withholding. A Participating Company is authorized to withhold from
any Shares or any compensation or other payment to a Participant amounts of income and employment
tax withholding and other tax withholdings due in connection with any Shares or with any Company
Contributions (or with dividends, if any), and to take such other action as the Administrator, in
its sole discretion, may deem necessary or advisable to enable the Company and the Participants to
satisfy obligations for the payment of withholding taxes and other tax obligations relating
thereto. This authority shall include authority for the Company to withhold or receive Shares or
other property and to make cash payments in respect thereof in satisfaction of a Participant’s tax
obligations, either on a mandatory or elective basis, in the sole discretion of the Company.



     22. Effective Date. The Plan shall become effective on the Effective Date, and shall
remain in effect until it has been terminated pursuant to Section 15.



     23. Applicable Law. The Plan shall be subject to and construed in accordance with the
laws of the State of Delaware (without giving effect to principles of conflicts of laws)



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