(State or other jurisdiction

of incorporation or organization)

(IRS Employer

Identification No.)

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))

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

An annual base salary of not less than $900,000, subject to annual review for increase (but not decrease) by the Compensation Committee;

Participate in the Company’s annual (cash bonus) incentive plan, with threshold, target and maximum award opportunities approved from year to year by the Compensation Committee (the amount of target annual incentive approved by the Compensation Committee for any given year shall not be less than 25% of Mr. Kusserow’s current base salary; however, entitlement to and payment of an annual incentive bonus is subject to the approval of the Compensation Committee);

Equity awards as follows:

Subject to the approval of the Compensation Committee, on January 2, 2019, Mr. Kusserow will be granted (i) 36,819 time-based restricted stock units, (ii) time-based non-qualified stock options to purchase 80,602 shares of the Company’s common stock, and (iii) 73,638 performance-based restricted stock units (collectively, the “2019 Equity Awards”). The 2019 Equity Awards have an estimated grant value of $18 million, calculated as of September 27, 2018. It is the intention of the parties that the 2019 Equity Awards shall be the sole equity awards granted to Mr. Kusserow during the Term of the Amended and Restated Employment Agreement.

Both the time-based restricted stock units and the time-based non-qualified stock options will vest in one-third increments on the first through third anniversaries of the grant date, provided that with respect to the vesting date for the first two tranches, Mr. Kusserow has not incurred a termination of employment prior to such vesting date, and with respect to the third and final tranche, Mr. Kusserow has not incurred a termination of employment prior to December 16, 2021 (the end of the Term) (subject in each case to certain accelerated and pro-rated vesting provisions as provided in the Amended and Restated Employment Agreement). The exercise price of the stock options will be the closing price of the Company’s common stock on the date of grant, and the options will have a ten-year term. The performance-based restricted stock units shall vest, if at all, after the end of the Term,

Unless Mr. Kusserow’s employment is terminated for Cause (as defined in the Amended and Restated Employment Agreement), he shall have until the earlier of (A) the expiration date of any option granted pursuant to the Amended and Restated Employment Agreement or (B) 90 days following termination of his employment in which to exercise any of such options that were vested as of the termination date. If his employment is terminated for Cause, there shall be no post-termination exercise period, and all vested and unvested options shall terminate immediately upon termination of employment.

If Mr. Kusserow’s employment is terminated by the Company without Cause or in the event Mr. Kusserow terminates his employment with the Company for Good Reason (as defined in the Amended and Restated Employment Agreement) or as a result of a relocation of Mr. Kusserow’s principal place of employment more than 50 miles from Nashville, Tennessee, in any such case within 24 months following a Change in Control (as defined in the Amended and Restated Employment Agreement), all time-based restricted stock units and stock options comprising the 2019 Equity Awards will automatically vest, and the performance-based restricted stock units will vest pro rata at target or actual performance (as applicable), or if the purchase price for the Company’s common stock in the Change in Control transaction exceeds $122.22, the Company’s closing stock price on September 27, 2018, then all performance-based restricted stock units will fully vest at actual or target level of performance (as applicable).

Financial Statements and Exhibits.

Description