Stay Agreement

Exhibit 10.3

October 18, 2010

Peter Minton

Alterra Capital Holdings

Hamilton, Bermuda

Re: Employment Stay Protection

Dear Peter:

This letter agreement (“Stay Agreement”) confirms our recent discussion regarding the terms of our arrangement to provide some assurances to you as well as retain you in the position of Chief Operating Officer of Alterra Capital Holdings Limited (the “Company”). Your signature at the bottom of this Stay Agreement will indicate your acceptance of the following terms and conditions:

For the avoidance doubt the payments describe in this Section 3 of the Stay Agreement represent the complete and entire separation payments (with the exception of accrued but unpaid salary and vacation days) that you will receive as a result of your voluntary termination, no additional bonus payment(s) will be made with respect to the partial period worked during the current fiscal year. You will be eligible for a normal performance bonus for each completed calendar year (2011 and/or 2012) provided you were actively

employed for the entire calendar year. These provisions remain in effect until otherwise waived by you or superseded by a new agreement.

Notwithstanding the foregoing, if the board of directors of Alterra Capital Holdings Limited (the “Board”) (or its delegate) determines in its discretion that such separation payments constitute “nonqualified deferred compensation” subject to Section 409A of the Code, and that you are a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations there under, then such severance payments shall commence on the first payroll date of the seventh month following the month in which your separation from service occurs (with the first such payment being a lump sum equal to the aggregate severance payments you would have received during the prior six-month period if no such delay had been imposed). Each payment made hereunder will be treated as a separate payment for purposes of Section 409A of the Code and the right to a series of installment payments is to be treated as a right to a series of separate payments. Further if the Board determines in its discretion that such payments are subject to Section 457(a) of the Code then any unpaid amounts remaining as of end of the calendar year following the year in which such termination occurs will be paid in full in accordance with Code Section 457(a).

Peter, I want to thank you for all that do and your commitment to Alterra!

******* Signature Page to Follow*******

Reference:
Security Exchange Commission - Edgar Database, EX-10.3 2 dex103.htm STAY AGREEMENT, DATED OCTOBER 18, 2010, Viewed September 22, 2022, View Source on SEC.