Harbor Point Limited Amended and Restated 2006 Equity Incentive Plan



 Exhibit 4.4 

HARBOR POINT LIMITED 

AMENDED AND RESTATED 

2006 EQUITY INCENTIVE PLAN 

1. Purpose; Restatement. 

The purpose of this Harbor Point Limited Amended and Restated 2006 Equity Incentive Plan (the “Plan”) is to advance the
interests of the Company and its shareholders by providing a means to attract, retain and motivate employees and directors of the Company upon whose judgment, initiative and efforts the continued success, growth and development of the Company is
dependent. 
 The Plan was originally adopted effective January 1, 2006. The Plan was amended and restated effective
November 30, 2007, and was amended and restated effective March 3, 2010. 
 2. Definitions. 

For purposes of the Plan, the following terms shall be defined as set forth below: 

(a) “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or
under common control with such first Person. For these purposes, “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or
cause the direction of the management policies of a Person by reason of ownership of voting securities, by contract or otherwise. 

(b) “Award” means any Option, SAR or Restricted Stock granted to a Participant under the Plan. 

(c) “Award Letter” means a letter sent by the Company to a Participant setting forth the terms and conditions of an Option
Award, SAR Award or Restricted Stock Award. The Committee shall have the sole discretion to determine the form of an Award Letter, including specifying that different forms may be used for different Participants and that different forms may be used
for the same type of Award. 
 (d) “Beneficiary” means the person, persons, trust or trusts which have been designated
by such Participant in his or her most recent written beneficiary designation filed with the Company to receive the benefits specified under this Plan upon the death of the Participant, or, if there is no designated Beneficiary or surviving
designated Beneficiary, then the person, persons, trust or trusts entitled by will or the laws of descent and distribution to receive such benefits. 







 (e) “Board” means the Board of Directors of the Company. 

(f) “Cause” means, unless otherwise provided in the Award Letter, if the Participant is subject to an employment agreement (or
other similar agreement) with the Company or a Subsidiary that provides a definition of termination for “cause,” then, for purposes of the Plan, the term “Cause” shall have meaning set forth in such agreement. In the absence of
such a definition, the term “Cause” shall mean any of the following: (i) the willful and continued failure by the Participant to substantially perform his or her duties, other than by reason of his or her being Disabled, or the gross
negligence by Participant in the performance of his or her duties, (ii) the willful engaging by the Participant in misconduct that is demonstrably and materially injurious to the Company or one of its Affiliates or its reputation,
(iii) conduct by the Participant that involves theft or fraud or dishonesty in connection with his or her duties, (iv) the willful and material violation by the Participant of a Company policy that has caused or is reasonably expected to
cause a material injury to the Company or its Affiliates or its reputation, (v) the Participant’s material violation of an employment agreement, or noncompetition, nondisclosure or nonsolicitation agreement, with the Company or one of its
Affiliates or (vi) the conviction of Participant of, or pleading guilty or nolo contendere to, a crime that constitutes a felony or involves moral turpitude, provided that the Company shall have given the Participant 5 days prior written
notice of such action. The determination as to whether “Cause” has occurred shall be made by the Committee, which shall have the authority to waive the consequences under the Plan of the existence or occurrence of any of the events, acts
or omissions constituting “Cause.” 
 (g) “Change in Control” means the first to occur of the following
events after the Effective Date: 
 (i) the acquisition by any person, entity or “group” (as defined in
section 13(d) of the U.S. Securities Exchange Act of 1934, as amended) of 50% or more of the voting power of the Company’s then outstanding voting securities; 

(ii) the merger, consolidation, amalgamation or other similar transaction involving the Company, as a result of which
persons who were stockholders of the Company immediately prior to such merger, consolidation, amalgamation or other similar transaction do not, immediately thereafter, own, directly or indirectly, more than 50% of the voting power entitled to vote
generally in the election of directors of the merged or consolidated company; 
  

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 (iii) within any 24-month period, the persons who were directors of the
Company at the beginning of such period (the “Incumbent Directors”) shall cease to constitute at least a majority of the Board, provided that any director elected or nominated for election to the Board by a majority of the Incumbent
Directors then still in office shall be deemed to be an Incumbent Director for purposes of this clause (iii); or 

(iv) the sale, transfer or other disposition of all or substantially all of the assets of the Company to one or more
persons or entities that are not, immediately prior to such sale, transfer or other disposition, Affiliates of the Company. 
 Notwithstanding
the foregoing, a Public Offering shall not constitute a Change in Control. 
 (h) “Change in Control Price” means the
price per Share paid in conjunction with any transaction resulting in a Change in Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash). 

(i) “Code” means the U.S. Internal Revenue Code of 1986, as amended. 

(j) “Committee” means the Compensation Committee of the Board, or such other Board committee (which may include the entire
Board) as may be designated by the Board to administer the Plan. 
 (k) “Company” means Harbor Point Limited, an
exempted limited liability company organized under the laws of Bermuda, or any successor entity. 
 (l) “Disability”
means, unless otherwise provided in a Participant’s Award Letter, if a Participant is party to an employment agreement with the Company or any of its Subsidiaries that has a different definition of “Disability” (or analogous term),
the definition in such employment agreement shall apply for purposes of the Plan with respect to such Participant. In the absence of such a definition, the term “Disability” shall mean the Participant is unable, by reason of a medically
determinable physical or mental impairment, to engage in any substantial gainful activity, which condition is expected to have a duration of not less than 180 days. The Committee’s reasoned and good faith judgment of Disability shall be final
and shall be based on such competent medical evidence as shall be presented to it by the Participant or by any physician or group of physicians or other competent medical expert employed by the Participant or the Company to advise the Committee.

 (m) “Dividend Equivalents” means dividends paid by the Company with respect to Shares corresponding to vested
Awards awarded under the Plan. 
  

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 (n) “Effective Date” has the meaning set forth in Section 8(l). 

(o) “Fair Market Value” means, with respect to Shares or other property, as of any date of determination, the fair market value
of such Shares or other property as determined in good faith by the Board. Following a Public Offering, “Fair Market Value” means, with respect to Shares, as of any date of determination, the closing sale price per Share on such date as
reported on the principal stock exchange on which such Shares are then listed. 
 (p) “Good Reason” means, unless
otherwise provided in a Participant’s Award Letter, if the Participant is subject to an employment agreement (or other similar agreement) with the Company or a Subsidiary that provides a definition of termination for “good reason,”
then, for purposes of the Plan, the term “Good Reason” shall have meaning set forth in such agreement. In the absence of such a definition, the term “Good Reason” shall mean either of (i) a reduction in the
Participant’s salary rate; or (ii) the assignment to Participant of duties that are significantly different from, and that result in a substantial diminution of, the Participant’s duties that occurs without the Participant’s
consent and that is not corrected by the Company within 20 days of delivery of a written notice to the Company by the Participant that identifies the circumstances that the Participant believes constitute a reduction in salary rate or duties.

 (q) “ISO” means any Option intended to be and designated as an incentive stock option within the meaning of section
422 of the Code and the regulations thereunder. 
 (r) “NQSO” means any Option that is not an ISO. 

(s) “Option” means a right, granted under the Plan, to purchase Shares at an exercise price established by the Committee.

 (t) “Participant” means an employee, consultant or director of the Company or any of its Subsidiaries who has been
granted an Award. 
 (u) “Person” means any natural person, firm, partnership, limited liability company, association,
corporation, company, trust, business trust, governmental authority or other entity. 
  

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 (v) “Public Offering” means the first day as of which sales of voting securities
of the Company are made to the public. 
 (w) “Restricted Stock” means an Award of Shares under the Plan that may be
subject to certain restrictions and to a risk of forfeiture. 
 (x) “Restriction Period” means the period specified in
Section 5(d), without regard to any election under section 83(b) of the Code. 
 (y) “Retirement” means, unless
otherwise provided in a Participant’s Award Letter, if the Participant is subject to an employment agreement (or other similar agreement) with the Company or a Subsidiary that provides a definition of termination for “retirement,”
then, for purposes of the Plan, the term “Retirement” shall have meaning set forth in such agreement. In the absence of such a definition, the term “Retirement” shall mean termination by the Participant without Good Reason after
the date on which the Participant attains at least age 55 and has been employed by the Company and its Affiliates for at least five years. 

(z) “SAR” means a right, granted under the Plan, to receive, in cash or Shares value equal to or otherwise based on the excess
of the Fair Market Value of a specified number of Shares at the time of exercise over an exercise price established by the Committee. 

(aa) “Shares” means common shares, par value $1.00 per share, of the Company. 

(bb) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the
Company if each of the corporations (other than the last corporation in the unbroken chain) owns shares possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. 

3. Administration. 

(a) Authority of the Committee. The Plan shall be administered by the Committee. The Committee shall, consistent with the Plan,
select Participants and determine the type and number of Awards to be granted, the number of Shares to which an Award may relate, the terms and conditions of any Award granted under the Plan and all other matters to be determined in connection with
an Award, including (i) any 
  

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exercise price or purchase price, (ii) any bases for adjusting such exercise or purchase price, (iii) any restriction, and any schedule for lapse of any restriction relating to
transferability, forfeiture, exercisability, waiver or acceleration and (iv) any waivers of performance conditions relating to an Award, in all cases, based on such considerations as the Committee shall determine. The Committee may also adopt,
amend, suspend, waive and rescind such rules and regulations, and appoint such agents as the Committee may deem necessary or advisable to administer the Plan, and the Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan and construe and interpret the Plan and any rules and regulations, Award Letter or other instrument hereunder, and make all other decisions and determinations as may be required under the terms of the Plan or as the
Committee may deem necessary or advisable for the administration of the Plan. 
 (b) Manner of Exercise of Committee
Authority. The Committee shall have sole discretion in exercising its authority under the Plan. Any action of the Committee with respect to the Plan shall be final, conclusive and binding on all persons, including the Company, its Subsidiaries,
Participants, any person claiming any rights under the Plan from or through any Participants. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or
authority of the Committee. The Committee may delegate its powers to officers or employees of the Company or any Subsidiary or Affiliate, subject to such terms as the Committee shall determine. 

(c) Limitation of Liability. Each member of the Committee shall be entitled to, in good faith, rely or act upon any report or
other information furnished to him or her by any officer or employee of the Company or any Subsidiary or Affiliate, the Company’s independent certified public accountants, or other professional retained by the Company to assist in the
administration of the Plan. No member of the Committee, nor any officer or employee of the Company acting on behalf of the Committee, shall be personally liable for any action, determination or interpretation taken or made in good faith with respect
to the Plan, and all members of the Committee and any officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action, determination
or interpretation. 
 4. Shares Subject to the Plan. 

(a) Subject to adjustment as provided in Section 4(b) hereof, the total number of Shares reserved for issuance in connection with
Awards shall be 1,750,000. No Award may be granted if the number of Shares to which such Award relates, when added to the number of Shares previously issued under the Plan, exceeds the number of Shares reserved under the preceding sentence. If any
Award or portion thereof is for any reason forfeited, canceled or otherwise terminated without exercise, the Shares subject to such Award or portion thereof shall again be available for grant under the Plan. 

 

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 (b) In the event that the Committee shall determine that any dividend in Shares,
extraordinary dividend, recapitalization, share split, reverse split, reorganization, merger, consolidation, amalgamation, spin-off, combination, repurchase or share exchange, or other similar corporate transaction or event (other than an ordinary
or regular cash dividend) affects the Shares (including with respect to the value thereof) such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants under the Plan, then the Committee shall make
such equitable changes or adjustments as it deems appropriate to any outstanding Awards hereunder; provided that, with respect to ISOs, any such adjustment shall be made in accordance with section 424(a) of the Code, unless the Committee determines
otherwise, and with respect to Options and SARs intended at the time of grant to be outside the scope of section 409A of the Code, any such adjustment shall not cause the exercise price to be less than the fair market value of the Option or SAR on
the date of grant. The Committee may make adjustments in the terms and conditions of, and the criteria and performance objectives included in, Award Letters in recognition of unusual or non-recurring events (including events described in the
preceding sentence) affecting the Company or any Subsidiary or Affiliate or the financial statements of the Company or any Subsidiary or Affiliate, or in response to changes in applicable laws, regulations, or accounting principles. Such adjustments
made by the Committee and its determination shall be final, binding and conclusive. Except as the Committee determines, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no
adjustment by reason hereof shall be made with respect to, the number or price of Shares subject to an Award. 
 (c) Any Shares
distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or, to the extent permitted by applicable law, treasury Shares, including Shares acquired by purchase in the open market or in private transactions.

 5. Authority to Grant and Terms of Restricted Stock Awards. 

(a) Issuance and Restrictions. The Committee is authorized to grant Restricted Stock to Participants at such time or times as it
shall determine. Restricted Stock shall be subject to forfeiture and may not be sold, assigned, transferred, pledged or otherwise directly or indirectly encumbered or disposed of until the lapse of the Restriction Period as set forth herein, other
than as may be approved by the Committee or upon the Participant’s death by will or by the laws of descent and distribution or pursuant to a valid Beneficiary designation. A Participant’s rights under the Plan may not be pledged,
mortgaged, hypothecated or otherwise encumbered, and shall not be subject to claims of the Participant’s creditors. 
  

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 (b) Except to the extent restricted under an applicable Award Letter, a Participant granted
Restricted Stock shall have all of the rights of a shareholder, including the right to vote Restricted Stock and the right to receive dividends thereon. Except as otherwise determined by the Committee, dividends paid on Restricted Stock shall be
paid at the dividend payment date in the same form as such dividends are paid to holders of unrestricted Shares. 
 (c)
Certificates for Restricted Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are issued, they shall be registered in the name of the
Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, and the Company shall retain physical possession of the certificate until the lapse of the Restriction Period
as set forth herein. 
 (d) Lapse of Restrictions. Except as otherwise provided in an applicable Award Letter issued to a
Participant, the Restriction Period applicable to Restricted Stock granted pursuant to the Plan shall lapse with respect to 20% of such Restricted Stock on each of the first five anniversaries of the date of grant, subject to the Participant’s
continued employment at such times. Notwithstanding the foregoing, the Committee may accelerate the lapsing of the Restriction Period applicable to any Restricted Stock, all Restricted Stock or any class of Restricted Stock at any time and from time
to time. 
 (e) Termination of Employment or Service. Except as otherwise determined by the Committee, at the date of
grant or thereafter: 
 (i) upon termination of a Participant’s employment or service due to death,
Disability or Retirement, the Restriction Period with respect to all of the Participant’s Restricted Stock shall lapse; 

(ii) upon termination of a Participant’s employment or service by the Company without Cause or by such Participant
for Good Reason, the Restriction Period shall lapse on any of the Participant’s Restricted Stock with respect to which the Restriction Period would otherwise lapse upon the next anniversary of the grant date. All of the Participant’s
Restricted Stock for which the Restriction Period has not lapsed after application of the prior sentence shall be immediately forfeited; and 

(iii) upon any other termination of a Participant’s employment or service, all Restricted Stock and any accrued but
unpaid dividends that are at that time subject to restriction shall be immediately forfeited. 
  

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 (f) Waiver of Forfeiture. The Committee may provide, by rule or regulation or in any
Award Letter, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of terminations resulting from specified causes or in other cases.

 6. Authority to Grant and Terms of Option Awards and SARs. 

(a) Grant of Options. The Committee is authorized to grant Options, which may be NQSOs or ISOs, at such time or times as it shall
determine. Unless otherwise determined by the Committee on the date of grant, Options granted pursuant to the Plan will not be ISOs. 

(b) Grant of SARs. The Committee is authorized to grant SARs at such time or times as it shall determine and upon such terms and
conditions as it may determine. 
 (c) Exercise Price. Unless otherwise determined by the Committee on the date of grant,
Options and SARs shall have an exercise price per Share equal to the Fair Market Value of a Share on the grant date, provided that such per Share exercise price may not be less than the Fair Market Value of a Share on the date the Option or
SAR is granted. 
 (d) Option Term. Unless otherwise determined by the Committee on the date of grant, the term of each
Option or SAR shall expire on the tenth anniversary of the date of its grant; provided that in no case shall the term of an Option or SAR exceed the tenth anniversary of the date of its grant (or, with respect to an ISO, such shorter period
as may be applicable under section 422 of the Code). 
 (e) Vesting and Exercisability. Except as otherwise determined by
the Committee on the date of grant, and subject to the Participant’s continued employment with the Company on such date, each Option and SAR awarded to a Participant under the Plan shall become vested and exercisable in five approximately equal
installments on each of the first five anniversaries of the grant date. Notwithstanding the foregoing, the Committee may accelerate the vesting or exercisability of any Option or SAR, all Options or SARs or any class of Options or SARs at any time
and from time to time. 
 (f) Dividend Equivalents. At or after the date of grant, the Committee shall determine whether
and to what extent a Participant granted Options and SARs shall be entitled to receive Dividend Equivalents with respect to such Participant’s vested Options and SARs. Dividend Equivalents shall be payable in cash or in unrestricted Shares
having a Fair Market Value equal to the amount of such dividends. To the extent provided by the Committee at or after the date of grant, any Dividend Equivalents with respect to vested Options and SARs granted under the Plan shall be distributed
when 
  

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accrued or on such other dates as the Committee shall determine, but not later than
March 15th of the year immediately following the year
in which the Dividend Equivalents accrue. 
 (g) Method of Exercise. The Committee shall establish procedures governing
the exercise of Options and SARs, which procedures shall generally require that prior written notice of exercise be given and that the exercise price (together with any required withholding taxes or other similar taxes, charges or fees) be paid in
full in cash, cash equivalents or other readily-available funds at the time of exercise. Notwithstanding the foregoing, on such terms as the Committee may establish from time to time following a Public Offering (i) the Committee may permit a
Participant to tender any Shares such Participant has owned for at least six months (or such other period as the Committee determines advisable for financial accounting or other reasons) to satisfy all or a portion of the applicable exercise price
or minimum required withholding taxes and (ii) the Committee may authorize the Company to establish a broker-assisted exercise program. In connection with any Option or SAR exercise, the Company may require the Participant to furnish or execute
such other documents as it shall reasonably deem necessary to (a) evidence such exercise, (b) determine whether registration is then required under the U.S. federal securities laws or other securities laws, (c) comply with or satisfy
the requirements of the U.S. federal securities laws and other applicable securities and other laws and (d) comply with the Bermuda anti-money laundering laws, including any filings required thereunder. 

(h) Termination of Employment. Except as otherwise determined by the Committee on the date of grant: 

(i) upon termination of a Participant’s employment or service for death, Disability or Retirement, any unvested
Options and SARs shall be forfeited and any vested Options and SARs shall remain exercisable for one year from the date of termination; 

(ii) upon termination of a Participant’s employment or service by the Company without Cause or by such Participant
for Good Reason, prior to a vesting date, all of the Participant’s unvested Options and SARs that would vest upon the next vesting date shall vest upon the date of such termination and any other unvested Options and SARs shall be forfeited.
Options and SARs that have become vested pursuant to the prior sentence and Options and SARs that have previously become vested shall be exercisable for 90 days from the date of such termination; and 

(iii) upon termination of a Participant’s employment or service for Cause, all of the Participant’s Options and
SARs, vested or unvested, shall immediately be forfeited and canceled; 
  

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 (iv) upon termination of a Participant’s employment or service for any
other reason, any unvested Options and SARs shall be forfeited and any vested Options and SARs shall remain exercisable for 90 days from the date of termination. 

(i) Waiver of Forfeiture. The Committee may provide, by rule or regulation or in any Award Letter, or may determine in any
individual case, that forfeiture conditions relating to Options or SARs will be waived in whole or in part in the event of terminations resulting from specified causes or in other cases. 

(j) ISOs. The terms of any ISO granted under the Plan shall comply in all respects with the provisions of section 422 of the Code,
including the requirement that the ISO shall be granted within ten years from the earlier of the date of adoption or shareholder approval of the Plan. ISOs may only be granted to employees of the Company or a Subsidiary. 

(k) Nontransferable. Unless otherwise set forth by the Committee in an Award Letter, Options and SARs shall not be transferable by
a Participant except upon the Participant’s death by will or the laws of descent and distribution or pursuant to a valid Beneficiary designation, and shall be exercisable during the lifetime of a Participant only by such Participant or the
Participant’s guardian or legal representative. A Participant’s rights under the Plan may not be pledged, mortgaged, hypothecated or otherwise encumbered, and shall not be subject to claims of the Participant’s creditors. 

(l) Section 409A of the Code. In the case of an Option or SAR held by a Participant who the Committee reasonably believes is
a “specified employee” (within the meaning of section 409A of the Code), the Committee may delay the settlement or exercisability of such Option or SAR until the first business day that is six months and one day after the date of such
Participant’s termination of employment (or, if earlier, upon death) if the Committee reasonably believes such Option or SAR to be subject to section 409A(a)(2)(B) of the Code. 

7. Change in Control. 

(a) Acceleration of Vesting. Unless otherwise determined by the Committee on the date of grant, in the event of a Change in
Control: 
 (i) all Options and SARs that have not previously become vested and exercisable in accordance with
their terms shall become vested and exercisable immediately prior to such Change in Control; and 
 (ii) the
Restriction Period applicable to any Restricted Stock shall lapse upon such Change in Control. 
  

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 (b) Payment for Vested Options. Unless otherwise determined by the Committee, upon a
Change in Control, each Option that, by its terms becomes exercisable pursuant to Section 7(a), together with any outstanding Options that have previously become vested and exercisable in accordance with their terms, shall be canceled in
exchange for a payment to each Option holder in an amount equal to the excess, if any, of the Change in Control Price over the exercise price for such Option, and all other Options shall be canceled for no consideration. 

(c) Limitation on Benefits. Notwithstanding anything contained in the Plan or any Award Letter to the contrary, to the extent that
any of the payments and benefits provided for under the Plan, an applicable Award Letter or any other agreement or arrangement between the Company or any of its Subsidiaries and a Participant (collectively, the “Payments”) would
constitute a “parachute payment” within the meaning of section 280G of the Code, such Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments
being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the
Participant’s receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. 

8. General Provisions. 

(a) Compliance with Legal and Trading Requirements. The Plan, the granting of Awards thereunder, and the other obligations of the
Company under the Plan and any Award Letter, shall be subject to all applicable laws, rules and regulations, and to such approvals by any regulatory or governmental agency, as may be required. The Company, in its discretion, may postpone the
issuance or delivery of Shares until completion of such stock exchange or market system listing or registration or qualification of such Shares or other required action under any law, rule or regulation as the Company may consider appropriate, and
may require any Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Shares in compliance with applicable laws, rules and regulations. No provisions of
the Plan shall be interpreted or construed to obligate the Company to register any Shares under the U.S. federal securities laws or other securities laws. 

(b) No Right to Continued Employment or Service. Neither the Plan nor any action taken thereunder shall be construed as giving any
employee or director the right to be retained in the employ or service of the Company or any of its Subsidiaries or Affiliates, nor shall it interfere in any way with the right of the Company or any of its Subsidiaries or Affiliates to terminate any
employee’s, consultant’s or director’s employment or service at any time. 
  

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 (c) Freedom of Action. Nothing in the Plan or any Award Letter evidencing an Award
shall be construed as limiting or preventing the Company or any Subsidiary from taking any action that it deems appropriate or in its best interest (as determined in its sole and absolute discretion) and no Participant (or person claiming through a
Participant) shall have any right relating to the diminishment in the value of any Award as a result of any such action. 
 (d)
Taxes. The Committee may require, as a condition to any award hereunder, that the Participant pay to the Company, in cash or other readily available funds, an amount sufficient to cover any withholding and other taxes due in connection with
any such award and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Awards. The Committee may
authorize the Company to withhold or receive Shares or other property and to make cash payments in respect thereof in satisfaction of such tax obligations. 

(e) Changes to the Plan. The Board at any time may terminate or suspend the Plan, and from time to time may amend or modify the
Plan. No amendment, modification, termination or suspension of the Plan shall in any manner adversely affect any Awards theretofore granted under the Plan, without the consent of the Participant holding such Award. Shareholder approval of any such
amendment, modification, termination or suspension shall be obtained to the extent mandated by applicable law, or if otherwise deemed appropriate by the Board. If the Board so delegates, the Committee may amend or modify the Plan, except to the
extent such amendment involves increasing the maximum number of Shares available for issuance under the Plan. 
 (f) No
Rights to Grants; No Shareholder Rights. No Participant or employee shall have any claim to be granted any Awards under the Plan, and there is no obligation for uniformity of treatment of Participants and employees. No grant of an Award shall
confer on any Participant any of the rights of a shareholder of the Company unless and until Shares are duly issued or transferred to the Participant in accordance with an Award Letter. 

(g) Unfunded Status of Grants. The Plan is intended to constitute an “unfunded” plan for incentive compensation. With
respect to any payments not yet made in respect of any Award granted under the Plan, nothing contained in the Plan or any Award Letter shall give any such Participant any rights that are greater than those of a general creditor of the Company;
provided that the Committee may authorize the creation of trusts or make other arrangements to meet the Company’s obligations under the Plan to deliver cash, Shares, or other property pursuant to any grant hereunder, which trusts or
other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines with the consent of each affected Participant. 

 

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 (h) Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor its
submission to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of
options and other awards otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases. 

(i) Not Compensation for Benefit Plans. No grant or payment under this Plan shall be deemed salary or compensation for the purpose
of computing benefits under any benefit plan or other arrangement of the Company for the benefit of its employees or directors unless the Company shall determine otherwise. 

(j) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan. To the extent any Award is not
evenly divisible by the periods over which the Award vests or restrictions lapse, the installments that vest or for which restrictions lapse shall be as equal as possible with any smaller installment vesting or lapsing first. If fractional Shares
would be delivered pursuant to any other transaction or event, the Committee shall determine whether cash or other property shall be issued or paid in lieu of such fractional Shares or whether such fractional Shares or any rights thereto shall be
forfeited or otherwise eliminated. 
 (k) Governing Law. The validity, construction, and effect of the Plan, any rules
and regulations relating to the Plan, and any Award Letter shall be determined in accordance with the laws of Bermuda. 
 (l)
Effective Date; Plan Termination. The Plan shall become effective as of January 1, 2006 (the “Effective Date”). The Plan was amended and restated effective November 30, 2007 and was amended and restated effective
March 3, 2010. The Plan shall terminate on the date which is ten (10) years after the Effective Date, provided that such termination shall not affect any then-outstanding awards, which shall continue in accordance with the terms.

 (m) Bye-Laws. Notwithstanding any provision of the Plan, Shares issued pursuant to the Plan shall be subject to the
applicable provisions of the bye-laws of the Company. Neither the Shares issued pursuant to this Plan nor any interest in them may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in
part, except in compliance with the terms, conditions and restrictions as set forth in the bye-laws of the Company. 
  

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 (n) Titles and Headings. The titles and headings of the sections in the Plan are for
convenience of reference only. In the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. 
  

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