Exhibit 10.1


 


RESIGNATION AGREEMENT AND RELEASE


 


This RESIGNATION AGREEMENT
AND RELEASE (the “Agreement”), dated as of May 16, 2022, is entered into by and between SiriusPoint Ltd., a Bermuda
corporation (the “Company”), and Sid Sankaran (the “Executive”).


 


WHEREAS, the Executive and
the Company are parties to (x) that certain Amended and Restated Employment Agreement, dated as of February 15, 2021 (the “Employment
Agreement”) and (y) additional agreements evidencing awards of service-based restricted common shares of the Company
(the “Restricted Stock”), performance-based restricted share units of the Company (the “PSUs”) and
options to purchase common shares of the Company (the “Options” and together with the Restricted Stock and the PSUs,
the “Equity Awards”);


 


WHEREAS, the Executive has
informed the Company of his intention to resign from all positions with the Company and its subsidiaries, and the Company has determined
to accept the Executive’s resignation, in each case subject to the terms and conditions set forth herein, and effective as of the
close of business on May 16, 2022 (the “Termination Date”); and


 


WHEREAS, the Executive and
the Company each desire to specify, as well as settle and conclude, the Executive’s rights and obligations in connection with the
Executive’s employment with, and resignation from, the Company and its subsidiaries.


 


NOW, THEREFORE, in consideration
of the promises and mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Executive agree as follows:


 


1.           Termination
of Employment.


 


(a)         Generally.
The Executive and the Company acknowledge and agree that, except as set forth in Section 2 of this Agreement and Section 5(c) of the
Employment Agreement, the Executive shall no longer provide services to the Company or any of its subsidiaries in any capacity from and
after the Termination Date, and the Executive does hereby resign, effective as of the close of business on Termination Date, from his
employment with the Company and its subsidiaries in all respects, including without limitation from each officer, executive or director
position held with the Company and its subsidiaries. In order to evidence and give effect to the Executive’s resignation, the Executive
is delivering the resignation letter to the Company attached hereto as Exhibit A simultaneously with the parties’ entry
into this Agreement.


 


(b)         Accrued
Payments/Notice Pay. On the next regular payroll date following the Termination Date, the Company shall pay the Executive all of
the Executive’s earned but unpaid base wages and accrued vacation and any unreimbursed business expenses, in each case incurred
and payable prior to the Termination Date in accordance with Company policy.


 


(c)         Company
Employee Benefits. Following the Termination Date, and except as provided in this Agreement, the Executive shall be entitled to any
vested employee benefits under the Company’s employee benefit plans to which the Executive is entitled as a former employee; provided,
that the Executive acknowledges and agrees that the Executive, by reason of his resignation, has ceased to be entitled to (x)
severance pay or termination benefits under the Employment Agreement or any other severance plan, policy, agreement or arrangement sponsored
or maintained by the Company or of its subsidiaries, (y) any future payment of cash-based bonus or other incentive compensation
or (z) any future grant of equity-based incentive compensation.


 






     


     


    

 


(d)         Continuing
Indemnification. Following the Termination Date, the Company will continue to provide the Executive with the indemnification and
insurance coverages set forth in Section 8 of the Employment Agreement in accordance with the terms of such Section 8.


 


(e)         Public
Communications of the Resignation and Related Matters. The Company’s public announcement of the Executive’s resignation,
and any statement made by the Company or the Executive in response to an inquiry following the Termination Date, shall be in all material
respects consistent with the draft disclosures separately provided to the Executive and with respect on which the Executive acknowledges
having been provided with a reasonable opportunity to review and comment. If, following the Termination Date, the Executive shall receive
(x) any inquiry from the press, a regulator of the Company or any subsidiary, a ratings agency or a significant commercial counterparty
known to the Executive or (y) an inquiry calling for a substantial response from any current or former employee of the Company
or any subsidiary and as to which the Executive intends to offer a substantial response, the Executive shall, unless prohibited by applicable
law, inform the CEO and the General Counsel of the Company of such inquiry and shall reasonably coordinate the Executive’s response
to such inquiry with the General Counsel of the Company in advance of any such response.


 


(f)          Mutual
Waiver and Release of Claims. The Executive hereby agrees and acknowledges that, subject to payment of the amounts, provision of
benefits and treatment of Equity Awards expressly provided for or referenced in this Agreement, the Executive will have received full
payment for all services rendered on behalf of the Company and its subsidiaries. In consideration of the Company’s commitments
to the Executive herein, simultaneously with his entry into this Agreement, the Executive and the Company are entering into the Mutual
Waiver and Release of Claims attached hereto as Exhibit B.


 


2.           Continued
Services During the Interim Period.


 


(a)          Interim
Period Services. In addition to the reasonable cooperation of the Executive provided by Section 5(c) of the Employment Agreement,
which Section 5(c) shall continue to apply following the Termination Date in accordance with its terms, the Executive shall, following
the Termination Date and continuing until August 16, 2022 (the “Interim Period”), make himself reasonably available
to the Board and to the Company to assist in the matters as to which the Executive’s services would be useful to the Company, including
as to transitions matters (the “Interim Period Services”). Unless otherwise requested by the Company, the Interim
Period Services shall be provided remotely and on a non-exclusive basis, and shall reasonably take into account other personal and business
activities of the Executive during the Interim Period. In no event shall the Interim Period Services provided by the Executive cause
the termination of the Executive’s employment with the Company to cease to be a “separation from service” within the
meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder.


 






     2


     


    

 


(b)         Interim Period Compensation. In consideration of the Interim Period Services, the Company shall pay the Executive a cash
fee of $250,000 in three equal monthly installments of $83,333 to be paid within the first 10 business days in June, July and August
2022. The Executive or the Company may elect to no longer provide or receive the Interim Period Services at any time and for any reason
(or no reason) by providing the other party with at least ten (10) days’ advance written notice of such election; provided
however that, in the event that the Company elects to no longer provide the Interim Period Services, the Company shall pay the Executive
the remaining portion of the cash fee upon the effective date of such election.


 


3.           Treatment
of Equity Awards. The Company and the Executive agree that the terms and conditions of the Equity Awards held by the Executive prior
to the Termination Date shall be modified as set forth in this Section 3. As of the Termination Date, the Executive’s Equity Awards
shall be subject to the Company’s Executive Compensation Clawback Policy only to the extent of any claim not released by the Company
pursuant to the Mutual Waiver and Release of Claims attached hereto as Exhibit B. The Company and the Executive agree that, other
than as modified hereby, the Equity Awards shall remain subject to their existing terms and conditions.


 


(a)           Options.
As of immediately prior to the Termination Date, the Executive holds (1) an award of 400,000 Options granted on February 26, 2021
with an exercise price of $15 per common share (the “February 2021 Option Tranche”), (2) an award of 235,615
Options granted on April 14, 2021 with an exercise price of $10.36 per common share (the “April 2021 Option Tranche”),
and (3) an award of 409,483 Options granted on April 6, 2022 with an exercise price of $6.76 per common share (the “2022
Option Tranche”).


 


(i)                
The February 2021 Option Tranche and the April 2021 Option Tranche are hereby automatically forfeited in their entirety as of the
Termination Date.


 


(ii)             
Notwithstanding the occurrence of the Termination Date, (x) the 2022 Option Tranche shall not be forfeited as of the Termination
Date and shall instead become vested and exercisable on the original vesting dates applicable thereto as if the Executive had remained
employed on each such vesting date, subject only to the Executive’s material compliance with this Agreement through such vesting
dates, (y) any remaining unvested portion of the Options as of the second anniversary of the Termination Date shall become vested
as of the second anniversary of the Termination Date, and (z) any vested and exercisable, but unexercised, Options shall be forfeited
if not exercised prior to August 16, 2025.


 


(b)           Performance-Vesting
Restricted Stock Units. As of immediately prior to the Termination Date, the Executive holds one award of 229,247 PSUs granted on
April 14, 2021. All PSUs held by the Executive as of immediately prior to the Termination Date are hereby automatically forfeited in
their entirety as of the Termination Date.


 






     3


     


    

 


(c)           Restricted
Shares. As of immediately prior to the Termination Date, the Executive holds (1) an award of 364,520 Restricted Shares granted
on August 6, 2020, of which 291,616 shares subject to such award are unvested (the “2020 Restricted Share Tranche”),
(2) an award of 523,809 Restricted Shares granted on February 26, 2021, of which 419,047 shares subject to such award are unvested
(the “February 2021 Restricted Share Tranche”), (3) an award of 114,623 Restricted Shares granted on April
14, 2021, of which 76,797 shares subject to such award are unvested (the “April 2021 Restricted Share Tranche”) and
(4) an award of 509,657 Restricted Shares granted on April 6, 2022, all of which shares subject to such award are unvested (the
 “2022 Restricted Share Tranche”).


 


(i)                
The 2022 Restricted Share Tranche is hereby automatically forfeited in its entirety as of the Termination Date.


 


(ii)             
Notwithstanding the occurrence of the Termination Date, (x) the unvested portions of the 2020 Restricted Share Tranche,
February 2021 Restricted Share Tranche and April 2021 Restricted Share Tranche (collectively, the “Retained Restricted Shares”)
shall not be forfeited as of the Termination Date and shall instead become vested on the original vesting dates applicable thereto as
if the Executive had remained employed on each such vesting date, subject only to the Executive’s material compliance with this
Agreement through such vesting dates, (y) one-half (50%) of the total number of Retained Restricted Shares which are unvested as
of the first anniversary of the Termination Date shall become vested as of the first anniversary of the Termination Date, and (y) all
of the Retained Restricted Shares which are unvested as of the second anniversary of the Termination Date shall become vested as of the
second anniversary of the Termination Date.


 


(d)           Breach of Restrictive Covenants. In the event that the Executive engages in a material breach of this Agreement including
without limitation the Modified Restrictive Covenants, and such material breach is not cured by the Executive within thirty (30) days
following written notice thereof given to the Executive by the Company, the Executive will forfeit any right to future vesting of Equity
Awards as provided in this Agreement, and all then-unvested Restricted Shares and all then-unexercised Options shall be immediately forfeited.


 


4.             Modification of Restrictive Covenants. The Executive and the Company hereby agree that the restrictive covenants set forth
in Section 7 of the Employment Agreement, in each case as modified hereby (the “Modified Restrictive Covenants”), shall
continue to apply following the execution and delivery of this Agreement and the Executive’s resignation in accordance with the
terms of the Employment Agreement, as modified hereby. The Company and the Executive agree that such restrictive covenants are hereby
modified as follows:


 


(i)                
The noncompetition provision set forth in Section 7(b) of the Employment Agreement shall continue for the Interim Services Period
and shall expire in its entirety with effect from and after August 16, 2022.


 


(ii)             
The nonsolicitation provision set forth in Section 7(c) of the Employment Agreement is hereby modified, amended and restated in
its entirety as follows, with effect from and after the Termination Date (with capitalized terms having the meanings set forth in the
Employment Agreement, other than the term “No-Hire Individual”, which has the meaning set forth in this Agreement below):


 


(c)        Nonsolicitation.
During the Noncompetition Term, the Executive agrees that 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 the Company or any of its subsidiaries
with any Restricted Service Provider, (ii) endeavor to entice away from the Company or any of its subsidiaries any Restricted
Service Provider or (iii) hire or otherwise directly or indirectly engage the services of any No-Hire Individual on the
Executive’s own behalf or on behalf of a third party to which the Executive is providing services as an employee or other
service provider; provided, that this clause (iii) shall cease to apply to any No-Hire Individual whose employment is
terminated by the Company and its subsidiaries without good cause.


 






     4


     


    

 





 


For purposes of
this Agreement, (x) the “No-Hire Individuals” shall consist of all the individuals who, as of the date of
this Agreement, are designated by the Company as obligated to file statements of the change in beneficial ownership of Company
equity securities under Section 16 of the Securities Exchange Act of 1934, as amended; (y) the phrase “without good
cause” with respect to a No-Hire Individual shall have the meaning given in the employment agreement to which such No-Hire
Individual is a party with the Company or a subsidiary of the Company, or if the No-Hire Individual is not a party to an employment
agreement with the Company or a subsidiary of the Company, as defined in the Company’s 2013 Omnibus Incentive Plan; and
(z) the Executive shall be conclusively presumed to have assisted a third party in hiring or otherwise engaging the services
of a No-Hire Individual if the No-Hire Individual commences to provide services to such third party at a time when the Executive is
also providing services to such third party (excluding, for this purpose, where such third party engages the services of a large,
pre-established consulting firm with a broad client base to which the No-Hire Individual is providing services).


 


(iii)           
The nondisparagement provision set forth in Section 7(d) of the Employment Agreement shall remain in effect in accordance with
its terms, except that the matters as to which the Executive shall not make or publish any disparaging statement (whether written or oral)
shall include the material commercial agreements to which the Company or its subsidiaries are parties where such statements could reasonably
be expected to become generally publicly available. The foregoing shall also not be violated by truthful statements concerning material
commercial agreements made in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings
(including, without limitation, depositions in connection with such proceedings).


 


5.             Cash Payment and Continued Health Benefits. In consideration of the Executive’s covenants and agreements set forth
in this Agreement, the Company shall provide the Executive with the following:


 


(i)                
A cash payment of $4,000,000, to be paid in a lump sum not later than the second payroll date following the date of this Agreement;


 






     5


     


    

 


(ii)             
 Continued medical coverage for the Executive (and, if covered immediately prior to the Termination Date, his dependents) at the
same level in effect as of immediately prior to the Termination Date for 24 months following the Termination Date at the same premium
rate that active employees pay for such level of coverage; and


 


(iii)           
 Continued provision of the same life insurance coverage as in effect with respect to the Executive (and, if covered immediately
prior to the Termination Date, his dependents) immediately prior to the Termination Date for a period of 24 months following the Termination
Date.


 


6.            Company
Property. To the extent that the Executive has not already done so as of the date of this Agreement, and other than as may be reasonably
necessary for the provision of the Interim Services, promptly following the Termination Date, the Executive shall return to the Company
(1) all property of the Company and its subsidiaries in the Executive’s possession, including without limitation memoranda,
photographs, records, reports, manuals, drawings, blueprints, prototypes, notes, documents, drawings, specifications, software, media
and other materials, including any copies thereof (including electronically recorded copies) and (2) any keys, equipment (such
as blackberries, cell phones and computers), identification and credit cards belonging to the Company and its subsidiaries. Promptly
following the end of the Interim Services Period, the Executive shall return all property retained by the Executive for the purposes
of providing the Interim Services.


 


7.            Notices.
Notices under this Agreement will be provided in accordance with Section 11 of the Employment Agreement, which is incorporated herein
as if set forth fully herein.


 


8.            Withholding. All payments and benefits under this Agreement shall be subject to all required withholdings of Federal, state
and local taxes applicable thereto.


 


9.            Further Assurances. Each of the Company and the Executive agrees with the other party hereto that it and he will cooperate
with such other party and will execute and deliver, or cause to be executed and delivered, all such other instruments and documents, and
will take such other actions, as such other party may reasonably request from time to time to effectuate the provisions and purposes of
this Agreement.


 


10.          Expense Reimbursement. The Company shall reimburse the Executive his attorneys’ fees incurred in connection with the
negotiation and execution of this Agreement in an aggregate amount equal to $25,000.


 


11.          Exclusive Payments. The Executive acknowledges and agrees that the payments, benefits and Equity Award treatment set forth
in this Agreement are in full and final satisfaction of all of the Executive’s rights to notice pay, accrued and future bonuses,
long-term compensation, severance pay, termination benefits and any other rights and entitlements from the Company and any of its subsidiaries.


 






     6


     


    

 


12.          Miscellaneous.
The Executive agrees that the payments and benefits to be paid and provided under this Agreement shall be in full and final satisfaction
of the obligations of the Company and each of its subsidiaries in respect of the Executive’s termination of employment from the
Company and its subsidiaries, including without limitation under the Employment Agreement. The Company hereby represents and warrants
to the Executive that it has been duly authorized to enter into this Agreement. Section 15 of the Employment Agreement (relating to governing
law and fora for dispute resolution) is incorporated herein as if set forth fully herein. This Agreement may be amended only by a written
instrument signed by the Company and the Executive. This Agreement shall constitute the entire agreement between the Company and the
Executive with respect to the subject matter hereof. This Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors, heirs, executors, administrators (in the case of the Executive) and assigns. In the event that any one
or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality
or enforceability of the remaining provisions of this Agreement shall not be affected thereby. The failure of a party to enforce the
breach of any of the terms or provisions of this Agreement shall not be a waiver of any preceding or succeeding breach of the Agreement
or any of its provisions, nor shall it affect in any way the obligation of the other party to fully perform such other party’s
obligations hereunder. This Agreement may be executed in counterparts and delivered electronically (including by .pdf
file), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.


 


[signature page follows]


  






     7


     


    

 






IN WITNESS WHEREOF, the parties
have executed this Agreement effective as of the close of business on May 16, 2022.


 


	 	SIRIUSPOINT LTD.
	 	 
	 	By:	/s/ Gretchen A. Hayes
	 	 	Name:  Gretchen A. Hayes
	 	 	Title:  Chair - Compensation Committee
	 	 
	 	EXECUTIVE
	 	 
	 	/s/ Sid Sankaran
	 	Sid Sankaran




  


[Signature Page to Resignation
Agreement and Release]


 




     


     


    

 


Exhibit A 


 


May 16, 2022


 


SiriusPoint Ltd.


Attention: General Counsel


 


Letter of Resignation


 


Ladies and Gentlemen:


 


I, Sid Sankaran, hereby resign
from all officer and director positions held at Third Point Reinsurance Ltd. and all its subsidiaries, in each case effective as of the
close of business on May 16, 2022, provided, that such resignations shall not prejudice any of my rights under the Resignation
Agreement and Release, dated as of May 16, 2022 to which SiriusPoint Ltd. and I are parties. If for any reason I am elected to serve as
an officer or director of SiriusPoint Ltd. at its 2022 Annual General Meeting of shareholders, this resignation shall also apply to such
positions.


  


	 	/s/ Sid Sankaran
	 	Sid Sankaran






 




     


     


    

 


Exhibit B


MUTUAL WAIVER AND RELEASE OF CLAIMS


 


1.       Release
of Claims by the Executive. Pursuant to the terms of the Resignation Agreement and Release (the “Agreement”),
dated as of May 16, 2022, by and between SiriusPoint Ltd., a Bermuda exempted company limited by shares (the
 “Company”), and Sid Sankaran (the “Executive”), and in consideration of the payments and
benefits to be made under the Agreement, the Executive, with the intention of binding the Executive and the Executive’s heirs,
executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, and its subsidiaries
and affiliates (collectively, the “Company Affiliated Group”), and the present and former officers, directors,
executives, agents, shareholders, members, attorneys, employees, employee benefits plans (and the fiduciaries thereof), and the
successors, predecessors and assigns of each of the foregoing (collectively, the “Released Parties”), of and from
any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts,
financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or
otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, suspected or unsuspected
which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or
held, against any Released Party (an “Action”) arising out of or in connection with the Executive’s service
as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including
(i) the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid
wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic
opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for whistleblower or retaliation
claims and (v) for any alleged violation of any federal, state or local statute or ordinance, and including, but not
limited to, any statute relating to employment, medical leave, retirement or disability, age, sex, pregnancy, race, national origin,
sexual orientation or other form of discrimination (including, but not limited to, Title VII of the Civil Rights Act of 1964, the
Civil Rights Act of 1991, the Equal Pay Act, the Employee Retirement Income Security Act, the Fair Labor Standards Act, the
Americans With Disabilities Act, the Rehabilitation Act of 1973, the Consolidated Omnibus Budget Reconciliation Act of 1985, the
Family Medical Leave Act, and any applicable State and local laws and all other statutes and common laws regulating the terms and
conditions of Executive’s employment), excepting only the following: (a) the rights of the Executive under the
Agreement including without limitation in respect of the Equity Awards retained by the Executive following the Termination Date
under the Agreement; (b) the right of the Executive to receive benefits required to be provided in accordance with
applicable law; (c) rights to indemnification the Executive may have (i) under applicable corporate law,
(ii) under the by-laws or certificate of incorporation of the Company or any of its affiliates or (iii) as
an insured under any director’s and officer’s liability insurance policy now or previously in force;
(d) claims for benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life
insurance or other, similar employee benefit plan or arrangement of the Company Affiliated Group, except to the extent excluded
pursuant to the Agreement; (e) claims for the reimbursement of unreimbursed business expenses incurred prior to the date
of termination pursuant to applicable policy of the Company Affiliated Group; and (f) any rights of the Executive as a
shareholder of the Company.


 






     


     


    

 


This
Mutual Waiver and Release of Claims does not prohibit or restrict the Executive or his attorney from providing information or testimony
to, otherwise assisting or participating in an investigation or proceeding with or brought by, or filing a charge or complaint: (i) with
any government agency, law enforcement organization, legislative body, regulatory organization, or self-regulatory organization, including,
but not limited to, the Securities and Exchange Commission (“SEC”) or the Equal Employment Opportunity Commission,
(ii) as required by court order or subpoena (clause (i) and clause (ii), collectively, a “Government Action”),
or (iii) otherwise from providing any other disclosure required by law in connection with any Government Action. However,
by executing this Mutual Waiver and Release of Claims, the Executive hereby waives all rights to personally recover any compensation,
damages, or other relief in connection with any such Government Action, except that the Executive does not waive any right he may have
to receive a monetary award from the SEC as a whistleblower or directly from any other federal, state, or local agency pursuant to a similar
program.


 


2.       Release
of Claims by the Company. In consideration of the promises and other valuable consideration being provided by the Executive, and with
the exception of claims that as of the date hereof are unknown to any member of the Board, the Company, on behalf of itself and its subsidiaries,
hereby releases, remises, acquits and forever discharges the Executive, and including the Executive’s executors, trustees, heirs
and legal representative, of and from any and all Actions of whatever kind or nature in law, equity or otherwise, whether accrued, absolute,
contingent, unliquidated or otherwise and whether now known, unknown, suspected or unsuspected which the Company or any of its subsidiaries
now has, owns or holds, or has at any time heretofore had, owned or held, against the Executive. As to any Action brought against the
Executive in his capacity as a director or officer of the Company, the Company hereby confirms the availability of the indemnification
and insurance coverages set forth in Section 8 of the Employment Agreement to the maximum extent set forth in such Section 8.


 


3.       No
Admissions, Complaints or Other Claims. The Executive and the Company acknowledge and agree that this Mutual Waiver and Release of
Claims is not to be construed in any way as an admission of any liability whatsoever by the Executive or any Released Party, any such
liability being expressly denied. The Executive and the Company also acknowledge and agree that the Executive and the Released Parties
have not, with respect to any transaction or state of facts existing prior to the date hereof, (i) filed any Actions against
Executive or any Released Party with any governmental agency, court or tribunal or (ii) assigned or transferred any Action
to a third party.


  


4.       Application
to all Forms of Relief. As to any Action released hereby, this Mutual Waiver and Release of Claims applies to any relief in
respect of such Action no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages,
liquidated damages, punitive damages for pain or suffering, costs and attorney’s fees and expenses.


 






     


     


    

 


5.       Voluntariness,
Authorization and Enforceability of Obligations. The Executive acknowledges and agrees that the Executive is relying solely upon the
Executive’s own judgment; that the Executive is over eighteen (18) years of age and is legally competent to sign this Mutual Waiver
and Release of Claims; that the Executive is signing this Mutual Waiver and Release of Claims of the Executive’s own free will;
that the Executive has read and understood the Mutual Waiver and Release of Claims before signing it; and that the Executive is signing
this Mutual Waiver and Release of Claims in exchange for consideration that the Executive believes is satisfactory and adequate. The Executive
also acknowledges and agrees that the Executive has been informed of the right to consult with legal counsel and has been encouraged and
advised to do so before signing this Mutual Waiver and Release of Claims. The Company acknowledges and agrees that the execution and delivery
of this Mutual Waiver and Release of Claims by the Company and the performance of its obligations hereunder and under the Agreement have
been duly authorized by all necessary action on its part, and that this Mutual Waiver and Release of Claims and the Agreement are valid
and binding obligations of the Company, enforceable against it in accordance with their terms.


 


6.       Complete
Agreement/Severability. This Mutual Waiver and Release of Claims constitutes the complete and final agreement between the parties
and supersedes and replaces all prior or contemporaneous agreements, negotiations, or discussions relating to the subject matter of this
Mutual Waiver and Release of Claims. All provisions and portions of this Mutual Waiver and Release of Claims are severable. If any provision
or portion of this Mutual Waiver and Release of Claims or the application of any provision or portion of this Mutual Waiver and Release
of Claims shall be determined to be invalid or unenforceable to any extent or for any reason, all other provisions and portions of this
Mutual Waiver and Release of Claims shall remain in full force and shall continue to be enforceable to the fullest and greatest extent
permitted by law.


 


7.       Governing
Law. Section 15 of the Employment Agreement is incorporated by reference into this Mutual Waiver and Release of Claims as if expressly
set forth herein.


  


[signature page follows]


 




     


     


    

 


IN WITNESS WHEREOF, the Executive has executed
this Mutual Waiver and Release of Claims effective as of the date written below his signature.


 


 


	 	/s/ Sid Sankaran
	 	Sid Sankaran
	 	 
	 	Dated: May 16, 2022





 


IN WITNESS WHEREOF, the Company has executed this
Mutual Waiver and Release of Claims effective as of the date written below its signature.


 





	 	SIRIUSPOINT LTD.
	 	 
	 	By:	/s/ Gretchen A. Hayes
	 	 	Name:  Gretchen A. Hayes
	 	 	Title:  Chair - Compensation Committee
	 	 
	 	Dated:   May
16, 2022






 


[Signature Page to Mutual Waiver
and Release of Claims]