(State or other jurisdiction

of incorporation)

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(IRS Employer

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Trading

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on which registered

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Annual base salary rate of not less than $900,000 per year;

Eligibility to receive an annual cash incentive, with the actual payout determined based on the factors and criteria established by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) after consultation with Mr. Lukes and, for any partial calendar year during the contract term (other than 2020), pro-rated based on the number of days Mr. Lukes is employed by the Company during such calendar year. The threshold, target and maximum payout levels for the annual cash incentive (including for the 2020 annual cash incentive) are 75%, 150% and 250%, respectively, of Mr. Lukes’ year-end base salary rate;

Opportunity for Mr. Lukes to elect, no later than October 31 of each calendar year during the contract term (or such other date determined by the Committee), to receive up to 100% of his annual cash incentive payout (if any) for such calendar year in the form of a grant of service-based restricted share units (“RSUs”) covering a number of the Company’s Common Shares, par value $0.10 per share (“Shares”), valued at 1.2 times the portion of the annual cash incentive that is subject to the election, and generally vesting in substantially equal installments on the first three anniversaries of the grant date (“Annual Bonus RSUs”);

Eligibility to receive equity awards during employment with the Company as follows, subject to the approval of the Committee and the terms and conditions of the Company’s 2019 Equity and Incentive Compensation Plan (or its successor(s)) (the “Equity Plan”) and the applicable award agreements:

On the Effective Date, a grant of service-based RSUs covering a number of Shares valued at $1,500,000 and generally vesting in four substantially equal installments on

each of the first four anniversaries of the grant date (“Ratable RSUs”), and a grant of service-based RSUs covering a number of Shares valued at $1,500,000 and generally vesting on the fourth anniversary of the grant date (“Cliff RSUs”);

No later than March 15 of 2021, 2022, 2023, and 2024, a grant of service-based RSUs (or substantially similar award) covering a number of Shares valued at not less than $1,000,000 and generally vesting in substantially equal installments on each of the first three anniversaries of the grant date (“Annual RSUs”); and

No later than March 15 of 2021, 2022, 2023, and 2024, a grant of performance-based RSUs (or substantially similar awards) covering a “target” number of Shares (in the aggregate) valued at not less than $2,000,000, the payout of which will vary from 0% to 200% of the target award based on achievement with respect to performance objectives established by the Committee in consultation with Mr. Lukes measured over a three-year performance period (“PRSUs”), provided that no less than 50% of the aggregate target PRSUs for each calendar year will vest based on the Company’s relative total shareholder return achievement;

Eligibility for accelerated vesting of Annual Bonus RSUs, Ratable RSUs, Cliff RSUs, Annual RSUs and PRSUs granted to Mr. Lukes in the event that Mr. Lukes’ employment with the Company is terminated (1) by the Company without cause (as defined in the Employment Agreement), (2) by Mr. Lukes for good reason (as defined in the Employment Agreement), (3) by the Company due to Mr. Lukes’ total disability (as defined in the Employment Agreement), or (4) due to Mr. Lukes’ death;

Eligibility to participate in all retirement, health and welfare, and other benefit plans maintained by the Company that are generally available to senior executives of the Company and with respect to which Mr. Lukes is eligible pursuant to the terms of the applicable plans;

Company-provided suitable automobile service for Mr. Lukes’ business use, including all reasonable related maintenance, repairs, parking, gasoline, insurance and other reasonable costs and expenses, which automobile may also be used by Mr. Lukes (and anyone authorized by Mr. Lukes) for personal use at no cost to Mr. Lukes (except for applicable taxes);

Reimbursement (up to an aggregate maximum of $25,000 in any calendar year) for premiums paid by Mr. Lukes for life, disability and/or similar insurance policies;

Reimbursement of reasonable attorneys’ fees and other reasonable expenses incurred in connection with the negotiation of the Employment Agreement, up to a maximum of $20,000;

Mr. Lukes will also be subject to customary non-competition, non-solicitation, confidentiality and mutual non-disparagement requirements during and for specified periods after the term of his employment; and

The Employment Agreement also includes customary indemnification provisions, and provides for the reimbursement of certain legal fees and expenses, including fees and expenses incurred in relation to enforcement of the Employment Agreement.

a lump sum amount equal in value to Mr. Lukes’ annual bonus that he would have earned for the year of termination, pro-rated based on his period of service during such year, and calculated on the basis of actual performance of the applicable performance objectives for the entire performance period (except that, if the termination is due to death or disability, the pro-rated annual bonus will be based on the “target” level);

a lump sum in cash equal to 18 months of monthly COBRA premiums for health, dental and vision benefits (if COBRA coverage is elected) and the employer portion of the premium for other insurance provided by the Company (or in the event of death, a substantially similar benefit to his beneficiaries); and

if the termination is the result of a termination by the Company other than for cause, death or disability, a lump sum amount equal to two times the sum of (1) Mr. Lukes’ then-current base salary plus (2) an amount equal to the average of the annual bonuses earned by Mr. Lukes in the three fiscal years ending immediately prior to the fiscal year in which the termination occurs, disregarding any enhanced value that may have been received by Mr. Lukes based on any election to receive Annual Bonus RSUs in lieu of cash for any such annual bonus (the “Average Bonus”).

Financial Statements and Exhibits.

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