exhibit1020.htm


    Exhibit 10.20

    

 

    


    


    
      


      


      


      


      


      


      


      


      


      


      


      


      CONSECO,
INC.

    

    


    
      2010 Pay
For Performance Incentive Plan

    

    
      	 
      


    

    


     

     

     

    
 

    
      
         


      

      
         


        
          

        

      

      
         


        
          
            CONSECO,
INC.

          

          


          
            2010 Pay
For Performance Incentive Plan

          

          


          


        

      

    

                   Page

    
 

    1.           General                              1

    


    2.           Definitions                        1

    


    3.           Participation                      3

    


    4.           Incentive
Plan Awards    4

    


    5.           Administration               
  6

    


    6.           Miscellaneous                 
 6

    



    
      
         


      

      
         


        
          

        

      

      
         


        
          
            CONSECO,
INC.

          

          


          
            2010 Pay
For Performance Incentive Plan

          

          


        

      

    


    1.           GENERAL

    


    (a)           Purpose.  This
Conseco, Inc. 2010 Pay for Performance Incentive Plan (the "Plan" or “P4P”) is
intended to assist Conseco, Inc., a Delaware corporation (the "Company"), and
its Affiliated Corporations in attracting, retaining, motivating and rewarding
employees who occupy key positions and contribute to the growth and
profitability of the Company and its Affiliated Corporations through the award
of certain incentives.  The Plan also is intended to enable the
Committee to preserve the tax deductibility of incentive awards under Section
162(m) of the Code, and to advance the interests of the shareholders of the
Company by providing performance-based incentives to eligible
individuals.

    


    (b)           Effective
Date.  The Plan shall become effective as of the date of its
adoption by the Board of Directors of the Company, subject to stockholder
approval, and shall continue in effect until terminated by the Board pursuant to
Section 6(a).  No payment may be made hereunder prior to stockholder
approval of the Plan.

    


    2.           DEFINITIONS

    


    (a)           “Affiliated
Corporations” shall include members of the controlled group of
corporations within the meaning of Section 1504 of the Code determined without
regard to Section 1504(b).

    


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

    


    (c)           “Code” means the
Internal Revenue Code of 1986, as amended from time to time, including
regulations thereunder and successor provisions and regulations
thereto.

     

    (d)           “Committee” means the
committee designated by the Board to administer the P4P.  With respect
to Covered Employees for whom the P4P is intended to provide “qualified
performance-based compensation” within the meaning of Section 162(m) of the
Code, any Committee must consist solely of two or more persons each of whom are
“outside directors” within the meaning of Section 162(m) of the
Code.  To the extent the Committee delegates authority pursuant to
Section 5(b), references to the Committee in the P4P shall, as appropriate, be
deemed to refer to the Committee’s delegate.
 

    


    (e)           “Company” means
Conseco, Inc., a Delaware corporation.

    


    (f)           "Comparison Group"
means the peer group of companies designated by the Committee as the Comparison
Group relative to a given Performance Cycle, as described in Section
2(o).

     

     

     

    
      
        
        

      

      
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          CONSECO,
INC.

        

        


        
          2010 Pay
For Performance Incentive Plan

        

        


      



    (g)           “Covered Employee” has
the meaning given such term under Section 162(m) of the Code.

    


    (h)           “Employer” means the
Company and any Affiliated Corporation that employs a Participant.

    


    (i)           “Fiscal Year” means
the 12-month period beginning on each January 1 and ending on December 31 of the
same calendar year.

    


    (j)           “Incentive Percentage”
means the number determined by the Committee as the percentage of a
Participant’s annual rate of salary in effect for the last full payroll period
of the Performance Period to be paid as an Incentive Plan Award if the specified
Performance Goals are achieved. The Committee may establish different Incentive
Percentages for individual Participants or different classes of Participants,
and/or the achievement of different levels of the Performance
Goals.

    


    (k)           “Incentive Plan Award”
means an incentive compensation award under the P4P, payment of which is
contingent and based upon the attainment of the Performance Goals with respect
to a Performance Period.

    


    (l)           “Participant” means an
employee of an Employer participating in the Plan for a Performance Period as
provided in Section 3.

    


    (m)           “P4P” means the
Conseco, Inc. Pay For Performance Incentive Plan, as it may be amended from time
to time.

    


    (n)           “Performance Goals”
means the pre-established objective performance goals established by the
Committee for each Performance Period.  Solely with respect to Covered
Employees for any Performance Period for which the P4P is intended to provide
Qualified Performance-based Compensation, Performance Goals shall be established
by the Committee no later than 90 days after the beginning of the Fiscal Year to
which the Performance Goals relate (and in the case of a Performance Period
shorter than a Fiscal Year, no later than the date on which 25% of the
Performance Period has elapsed) and while the attainment of the Performance
Goals is substantially uncertain. The Performance Goals may be based upon the
performance of the Company, of any Affiliated Corporation, of a division
thereof, and/or of an individual Participant, using one or more of the
Performance Measures selected by the Committee.  Separate Performance
Goals may be established by the Committee for the Company or an Affiliated
Corporation, or division thereof, or an individual.  With
 respect to Participants who are not
Covered Employees, the Committee may establish other subjective or objective
goals, including individual Performance Goals, which it deems
appropriate.  The preceding sentence shall also apply to Covered
Employees with respect to any Incentive Plan Award not intended at the time of
grant to be Qualified Performance-based Compensation.  Performance
Goals may be set at a specific level, or may be expressed as a relative
percentage to the comparable measure at comparison companies or a defined
index.

     

     

    
      
        
        

      

      
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          CONSECO,
INC.

        

        


        
          2010 Pay
For Performance Incentive Plan

        

        


      

    

    
 

    (o)           “Performance Measure”
means one or more of the following criteria, on which Performance Goals may be
based, subject to Section 4(a): (1) gross or net revenue, premiums
collected, new annualized premiums, and investment income, (2) any earnings
or net income measure, including earnings from operations, earnings before
taxes, earnings before interest and/or taxes and/or depreciation, statutory
earnings before realized gains (losses), or net income available to common
shareholders, (3) operating earnings per common share (either basic or
diluted); (4) return on assets, return on investment, return on capital,
return on equity, or return on tangible equity; (5) economic value created;
(6) operating margin or profit margin; (7) net interest margin;
(8) asset quality; (9) stock price or total stockholder return; and
(10) strategic business criteria, consisting of one or more objectives
based on meeting specified market penetration, total market capitalization,
business retention, new product generation, rate increase actions, geographic
business expansion goals, cost targets (including cost of capital), investment
portfolio yield, risk-based capital, statutory capital, BCAR, tax net operating
loss utilization, customer satisfaction, employee satisfaction, agency ratings,
management of employment practices and employee benefits, supervision of
litigation and information technology, and goals relating to acquisitions or
divestitures of subsidiaries, affiliates or joint ventures. The targeted level
or levels of performance with respect to such business criteria may be
established at such levels and in such terms as the Committee may determine, in
its discretion, including in absolute terms, on a per share basis (either basic
or diluted), as a goal relative to performance in prior periods, or as a goal
compared to the performance of one or more comparable companies or an index
covering multiple companies.

    


    (p)           “Performance Period”
means a Fiscal Year or other period of time (which may be longer or shorter than
a Fiscal Year) set by the Committee.

    


    (q)           “Qualified Performance-based
Compensation” has the meaning given such term under Section 162(m) of the
Code and the regulations promulgated thereunder.

    


    3.           PARTICIPATION

    
 

    
      	
              (a)  

            	
              Participation in
      General.  Individuals eligible to participate in the P4P
      shall consist of officers and other employees of an Employer whom the
      Committee determines have the potential to contribute significantly to the
      success of the Company and its Affiliated Corporations.  For
      each Performance Period the Committee shall determine which officers and
      other employees shall participate in the
P4P.

            


    

    
      	
              (b)  

            	
              Eligibility to Receive
      Performance-Based Compensation.  The Committee shall
      designate which Incentive Plan Awards are intended to be Qualified
      Performance-Based Compensation, and the individuals eligible to receive
      such awards, no later than the 90th day of the Fiscal Year (or, in the
      case of a Performance Period shorter than a Fiscal Year after no later
      than the date on which 25% of the Performance Period has elapsed), so long
      as the attainment of the Performance Goals is still substantially
      uncertain.  Only officers are eligible to receive an Incentive
      Plan Award that is intended to be Qualified Performance-Based
      Compensation.

            


    

    


     
 

    
      
        
        

      

      
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          CONSECO,
INC.

        

        


        
          2010 Pay
For Performance Incentive Plan

        

        


      

    

     

    4.           INCENTIVE
PLAN AWARDS

    


    (a)           Determination of Incentive
Plan Awards.

    


    The
Committee shall, promptly after the date on which the necessary financial,
individual or other information for a particular Performance Period becomes
available, determine and certify in writing the degree to which each of the
Performance Goals has been attained.  Performance Goals shall, to the
extent applicable, be based upon generally accepted accounting
principles.  The Committee may adjust Performance Goals to take into
account the effect of the following, subject to Section 6(l):  Changes
in accounting standards that may be required by the Financial Accounting
Standards Board, the Securities and Exchange Commission or any other rulemaking
body after the Performance Goal is established; realized investment gains and
losses; extraordinary, unusual, non-recurring or infrequent items; currency
fluctuations; acquisitions; divestitures; litigation losses; financing
activities; expenses for restructuring or productivity initiatives; other
non-operating items; new laws, cases or regulatory developments that result in
unanticipated items of gain, loss, income or expense; executive severance
arrangements; and other items as the Committee determines to be required so that
the operating results of the Company, division, or an Affiliated Corporation
shall be computed on a comparative basis from Performance Period to Performance
Period.  Determination by the Committee or its designee shall be final
and conclusive on all parties, but shall be based on relevant objective
information or financial data.
 The
Committee may also, in its discretion, adjust a P4P Award based on other factors
it deems relevant and appropriate; provided, however, that the Committee may
only exercise such discretion to reduce, and not to increase, a P4P Award unless
such award was not intended to be Qualified Performance- based
Compensation.

    


    


    (b)           Eligibility and Amount of
Incentive Plan Award.

    


    (i) To be eligible for payment of
any P4P Award, the Participant must: (x) have performed the Participant’s duties
to the satisfaction of the Committee; (y) have not engaged in any act deemed by
the Committee to be inimical to the best interest of the Company or an
Affiliated Corporation; and (z) otherwise complied with Company and Employer
policies at all times prior to the date the P4P Award is actually
paid.  No P4P Award shall be paid to any Participant who does not
satisfy each of the above.  In addition, unless the Committee
determines otherwise, the Participant must be employed by the Company or an
Affiliated Corporation on the day on which the P4P Award is scheduled to be paid
in accordance with Section 4(c), except in the event termination is due to the
Participant’s death or disability (as defined in Section 422(c) of the Code), or
a separate agreement entered into between the Participant and his or her
Employer specifically provides otherwise; provided however, that no Participant
shall receive such a P4P Award 

     

     

    
      
        
        

      

      
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          CONSECO,
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          2010 Pay
For Performance Incentive Plan

        

        


      

    

     

    upon
retirement or pursuant to a separate agreement entered into between the
Participant and his or her Employer unless such award was not intended to be
Qualified Performance-based Compensation.  In the event of a
Participant’s death or disability, the P4P Award shall be prorated based upon
the period of employment during the Performance Period.  The Committee
may, in its sole discretion, reduce, eliminate or increase any P4P Award for any
individual or group, except that the amount of any P4P Award intended to be
Qualified Performance-based Compensation may not be increased above the amount
determined under Section 4(a) hereof.

    


    (ii) The P4P Award shall be
determined by multiplying the Incentive Percentage applicable to the Participant
by the Participant’s annual rate of salary in effect for the last full payroll
period of the Performance Period to which the P4P Award pertains.  In
no event, however, will a P4P Award for a Covered Employee exceed $5,000,000 for
a Fiscal Year Performance Period (or in the case of a Performance Period other
than a Fiscal Year, an amount that bears the same ratio to $5,000,000 as the
Performance Period bears to a Fiscal Year).

    


    (iii) The Committee shall have the
discretion and authority to make adjustments to any P4P Award in circumstances
where, during the Performance Period: (1) a Participant leaves the Employer and
is rehired as a Participant; (2) a Participant is hired, promoted or transferred
into a position eligible for P4P participation; (3) a Participant transfers
between eligible P4P positions with different Incentive Percentages or
Performance Goals; (4) a Participant transfers to a position not eligible to
participate in the P4P; (5) a Participant becomes eligible for an incentive from
another incentive plan maintained by the Company or Affiliated Corporation; (6)
a Participant is on a leave of absence; and (7) similar circumstances deemed
appropriate by the Committee, consistent with the purpose and terms of the P4P;
provided however, that the Committee shall not be authorized to increase the
amount of the P4P Award payable to a Covered Employee if the amount was intended
to be Qualified Performance-based Compensation.

    


    (c)           Payment of
Award.  Unless the Committee provides otherwise, P4P Awards
will be paid in cash or cash equivalent within 75 days of the end of the
applicable Performance Period to which the award pertains, but in no event prior
to certification by the Committee as provided in Section 4(a) and in no event
past the date that would otherwise qualify the P4P Award as a “short-term
deferral” as that term is defined in Treasury Regulation 1.409A-1(b) promulgated
under Section 409A of the Code.  If any portion of a P4P Award payable
to a Covered Employee that is intended to be Qualified Performance-based
Compensation for any reason is not deductible, payment of that portion shall, at
the Committee’s discretion, be deferred until the earliest date it may be paid
and deducted; provided however, that any such deferral shall be made in
compliance with a plan designed to comply with the requirements of Section 409A
of the Code.  Further, if the Participant is on administrative
suspension at the time payment would otherwise be made, payment shall be delayed
until the matter is resolved by the Employer.  No payment shall be
made if the Committee determines the qualification requirements of Section
4(b)(i) have not been satisfied by the Participant.

     

     

    


    
      
        
        

      

      
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          2010 Pay
For Performance Incentive Plan

        

        


      



    


    5.           ADMINISTRATION

    


    (a)           General.  The
P4P shall be administered by the Committee.  Subject to the provisions
of the P4P, the Committee shall have full discretionary authority to administer
and interpret the P4P, to exercise all powers either specifically granted to it
under the P4P or as are necessary or advisable in the administration of the P4P,
to decide the facts in any case arising under the P4P, to prescribe, amend and
rescind rules and regulations relating to the P4P, to require performance
reports on which it can base its determinations under Section 4(a), and to make
all other determinations necessary or advisable for the administration of the
P4P, all of which shall be binding on all persons, including the Company,
Affiliated Corporations, the Participants (or any person claiming any rights
under the P4P from or through any Participant), and any shareholder of the
Company.  A majority of the Committee shall constitute a quorum, and,
provided a quorum is present (or unanimous written consent is otherwise
obtained), the Committee shall act pursuant to a majority vote of those
present.  No member of the Board or the Committee shall be liable for
any action taken or determination made in good faith with respect to the P4P or
any Plan Award.

    


    (b)           Delegation.  Except
to the extent prohibited by applicable law or the applicable rules of a stock
exchange, the Committee may allocate all or any portion of its responsibilities
and powers to any one or more of its members, may delegate all or any part of
its responsibilities and powers for administering the P4P to one or more persons
as the Committee deems appropriate, and at any time revoke the allocation or
delegation; provided however, the Committee may not delegate its
responsibilities under the Plan relating to any Covered Employee’s P4P Award
intended to be Qualified Performance-based Compensation to the extent delegation
is prohibited under Section 162(m) of the Code.

    


    


    6.           MISCELLANEOUS

    


    (a)           Amendment and
Termination.

    


    (i) The Board may at any time amend
or terminate the P4P (in whole or in part) without the approval of the
shareholders of the Company, except as otherwise provided in this Section
6(a).  Neither the Company nor any Affiliated Corporation is obligated
to continue this P4P.

    


    (ii)  Unless terminated
earlier by the Committee, the Plan shall terminate on the fifth anniversary of
the effective date.  No further P4P Awards may be granted under the
Plan following the termination date, but outstanding P4P Awards for Performance
Periods begun prior to the Plan termination date shall continue in accordance
with their terms.

     

     

    
      
        
        

      

      
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          2010 Pay
For Performance Incentive Plan

        

        


      



    (iii) Any amendment to the P4P that
changes the class of individuals of an Employer eligible to participate, changes
the Performance Measures or the formula used or increases the maximum dollar
amount that may be paid to a Participant for a Performance Period shall not be
effective with respect to Plan Awards to Covered Employees intended to be
Qualified Performance-based Compensation unless the amendment is approved by
shareholders before the Plan Award is paid.



    


    (b)           Effect of Incentive Plan
Awards on Other Compensation.

    


    (i) Plan Awards shall not be
considered eligible pay under other plans, benefit arrangements, or fringe
benefit arrangements of the Company or an Affiliated Corporation, unless
otherwise provided under the terms of other plans.

    


    (ii) To the extent provided in the
applicable benefit plan or benefit arrangement of the Company or an Affiliated
Corporation, amounts payable as Plan Awards will be reduced in accordance with
the Participant’s compensation reduction election, if any, in effect under other
plans at the time the Plan Award is otherwise payable.

    


    (c)           No Guarantee, No
Funding. The payment of a Plan Award for any Performance Period does not
guarantee any person eligibility for or payment of a Plan Award for any other
Performance Period.  Plan Awards shall be paid solely from the general
assets of the Participant’s Employer, to the extent the payments are
attributable to services for the Employer.  To the extent any person
acquires a right to receive payments from an Employer under the P4P, the right
is no greater than the right of any other unsecured general
creditor.

    


    (d)           Tax
Withholding.  The Participant’s Employer shall have the right
to deduct from all payments made under the P4P any federal, state or local taxes
required by law to be withheld with respect to the payments.

    


    (e)           Governing
Law.   The provisions of the P4P shall be interpreted,
construed, and administered in accordance with the referenced provisions of the
Code and with the laws of the State of Delaware.

    


    (f)           Awards Not
Transferable.   Subject to Section 6(h), no amount payable
to, or held under the P4P for the account of, any Participant, spouse or
beneficiary shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, or charge, and any attempt to so
anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the
same shall be void; nor shall any amount payable to, or held under the P4P for
the account of, any Participant be in any manner liable for such Participant's
debts, contracts, liabilities, engagements, or torts, or be subject to any legal
process to levy upon or attach.

     

     

    
      
        
        

      

      
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          2010 Pay
For Performance Incentive Plan

        

        


      



    (g)           No
Contract.  This P4P shall not be deemed a contract of
employment with any Participant, nor shall any provision hereof affect the right
of the Company or any Affiliated Corporations to terminate a Participant's
employment.

    


    (h)           Payments to Minors and
Incompetents; Death. If any Participant, spouse or beneficiary entitled
to receive any benefits hereunder is a minor or is deemed by the Committee or is
adjudged to be legally incapable of giving valid receipt and discharge for such
benefits, they will be paid to such person or institution as the Committee may
designate or to the duly appointed guardian.  Such payment shall, to
the extent made, be deemed a complete discharge of any such payment under the
Plan.  In the event of a Participant’s death prior to payment of any
Plan Award to which Participant is otherwise entitled, payment shall be made to
the Participant’s then-effective beneficiary or beneficiaries in accordance with
the beneficiary designation on file with the Company.  If no such
beneficiary designation is in effect, payments shall be made to the
Participant’s estate.

    


    (i)           Recapture
Rights.  If at any time after the date on which a Participant
has received payment, or becomes vested in the right to receive payment, of an
Incentive Plan Award the Committee determines that the earlier determination as
to the achievement of a Performance Goal was based on incorrect data and that in
fact the Performance Goal had not been achieved or had been achieved to a lesser
extent than originally determined and a portion of the Incentive Plan Award
would not have been paid or have vested, given the correct data, then (i) any
such portion of the Incentive Plan Award for which payment had been received by
the Participant shall be paid by the Participant to the Company upon notice from
the Company as provided by the Committee and (ii) such portion of the Incentive
Plan Award that became vested shall be deemed to be not vested.

    


    (j)           Right of
Setoff.  The Company or any subsidiary or affiliate of the
Company may, to the extent permitted by applicable law, deduct from and set off
against any amounts the Company or a subsidiary or affiliate of the Company may
owe to the Participant from time to time (including any amounts payable in
connection with any Incentive Plan Award, owed as wages, fringe benefits or
other compensation owed to the Participant), such amounts as may be owed by the
Participant to the Company under the Plan, including but not limited to amounts
owed under Section 6(i), although the Participant shall remain liable for any
part of the Participant’s payment obligation not satisfied through deduction and
setoff.  By accepting any Incentive Plan Award hereunder, the
Participant agrees to any deduction or setoff under this Section
6(j).

    


    (k)           Nonexclusivity of the
Plan.  Neither the adoption of the Plan by the Board nor its
submission of any terms of the Plan to the stockholders of the Company for
approval shall be construed as creating any limitations on the power of the
Board or a committee thereof to adopt such other incentive arrangements, apart
from the Plan, as it may deem desirable, including incentive arrangements and
awards which do not qualify under Section 162(m) of the Code, and such
other arrangements may be either applicable generally or only in specific
cases.

     

     

    
      
        
        

      

      
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          2010 Pay
For Performance Incentive Plan

        

        


      



    (l)           Compliance with Section
162(m) of the Code.  It is the intent of the Company that
compensation under the Plan payable to Covered Employees shall constitute
Qualified Performance-based Compensation unless otherwise determined by the
Committee at the time of allocation of an award.  Accordingly, the
terms of Section 4 and other provisions of the Plan, including the
definitions and other terms used therein, shall be interpreted in a manner
consistent with Section 162(m) of the Code.  If any provision of
the Plan or any document relating to an award that is designated as intended to
comply with Section 162(m) of the Code does not comply or is inconsistent with
the requirements of Section 162(m) of the Code, such provision shall be
construed or deemed amended to the extent necessary to conform to such
requirements, and no provision shall be deemed to confer upon the Committee or
any other person discretion to increase the amount of compensation otherwise
payable in connection with any such award upon attainment of the applicable
performance objectives.  Notwithstanding the foregoing, however,
whenever the Committee determines that it is advisable to grant or pay Plan
Awards that do not qualify as Qualified Performance-based Compensation, the
Committee may make grants or payments without satisfying the requirements of
Section 162(m) of the Code, provided, however, that any such determination must
be made prior to the time that any such grant or payment is made.

    


    (m)           Severability; Entire
Agreement.  If any of the provisions of this Plan or any award
document is finally held to be invalid, illegal or unenforceable (whether in
whole or in part), such provision shall be deemed modified to the extent, but
only to the extent, of such invalidity, illegality or unenforceability, and the
remaining provisions shall not be affected thereby; provided, that, if any of
such provisions is finally held to be invalid, illegal, or unenforceable because
it exceeds the maximum scope determined to be acceptable to permit such
provision to be enforceable, such provision shall be deemed to be modified to
the minimum extent necessary to modify such scope in order to make such
provision enforceable hereunder.  The Plan and any award documents
contain the entire agreement of the parties with respect to the subject matter
thereof and, unless specified otherwise, supersede all prior agreements,
promises, covenants, arrangements, communications, representations and
warranties between them, whether written or oral, with respect to the subject
matter thereof.

    


    
      	
               
      

            	
              (n)

            	
              Captions.  The
      captions contained in the P4P are inserted only as a matter of convenience
      and for reference and in no way define, limit, enlarge or describe the
      scope or intent of the Plan, nor do they in any way affect the
      construction of any provision of the
Plan.

            


    

     

     

    
      
        
        

      

      
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          2010 Pay
For Performance Incentive Plan

        

        


      



    (o)        Section
409A.  For purposes of this Plan, references to an award term
or event (including any authority or right of the Company or a Participant)
being in compliance with Section 409A of the Code shall mean, for an award that
is a “deferral” under Section 409A (a “409A Award”), that the term or event will
not cause the Participant to be liable for payment of interest or a tax penalty
under Section 409A and, for an award that is not considered a “deferral” under
Section 409A (a “non-409A Award”), that the term or event will not cause the
award to be treated as a deferral subject to Section 409A. Other provisions of
the Plan notwithstanding, the terms of any 409A Award and any Non-409A Award,
including any authority of the Company and rights of the Participant with
respect to the Award, shall be limited to those terms permitted under Section
409A, and any terms not permitted under Section 409A shall be automatically
modified and limited to the extent necessary to conform with Section 409A. For
this purpose, other provisions of the Plan notwithstanding, the Company shall
have no authority to accelerate distributions relating to 409A Awards in excess
of the authority permitted under Section 409A, and any distribution subject to
Section 409A(a)(2)(A)(i) (separation from service) to a “key employee” as
defined under Section 409A(a)(2)(B)(i), shall not occur earlier than the
earliest time permitted under Section 409A(a)(2)(B)(i).

    


    


    


    


    



    
      
         


      

      
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