0000704415-15-000048 Sample Contracts

HEALTHWAYS, INC. AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN
Restricted Stock Unit Award Agreement • August 7th, 2015 • Healthways, Inc • Services-misc health & allied services, nec • Delaware

This RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement"), dated GRANT DATE, is by and between Healthways, Inc., a Delaware corporation (the "Company"), and PARTICIPANT NAME (the "Grantee"), under the Company's Amended and Restated 2014 Stock Incentive Plan (the "Plan"). Terms not otherwise defined herein shall have the meanings given to them in the Plan.

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HEALTHWAYS, INC. AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (DIRECTORS)
Restricted Stock Unit Award Agreement • August 7th, 2015 • Healthways, Inc • Services-misc health & allied services, nec • Delaware

This RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement"), dated GRANT DATE, is by and between Healthways, Inc., a Delaware corporation (the "Company"), and PARTICIPANT NAME (the "Director"), under the Company's Amended and Restated 2014 Stock Incentive Plan (the "Plan"). Terms not otherwise defined herein shall have the meanings given to them in the Plan.

SIXTH AMENDMENT TO FIFTH AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
Credit and Term Loan Agreement • August 7th, 2015 • Healthways, Inc • Services-misc health & allied services, nec • New York
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