0000704415-16-000065 Sample Contracts

HEALTHWAYS, INC. AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN MARKET STOCK UNIT AWARD AGREEMENT
Market Stock Unit Award Agreement • March 4th, 2016 • Healthways, Inc • Services-misc health & allied services, nec • Delaware

This MARKET STOCK UNIT AWARD AGREEMENT (the "Agreement"), dated GRANT DATE (the "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 Grantee's employment agreement with the Company (as may be amended from time to time, the "Employment Agreement"), or in the absence of an Employment Agreement or if not defined in the Employment Agreement, then 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 (EXECUTIVE OFFICERS AND OTHER SENIOR OFFICERS)
Restricted Stock Unit Award Agreement • March 4th, 2016 • 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 Grantee's employment agreement with the Company (as may be amended from time to time, the "Employment Agreement"), or in the absence of an Employment Agreement or if not defined in the Employment Agreement, then the meanings given to them in the Plan.

EMPLOYMENT AGREEMENT
Employment Agreement • March 4th, 2016 • Healthways, Inc • Services-misc health & allied services, nec • Tennessee

THIS EMPLOYMENT AGREEMENT is effective as of the date of the last signature hereto ("Effective Date") and is made by and between Healthways, Inc., a Delaware corporation (the "Company"), and the undersigned executive ("Executive"). This Agreement replaces and supersedes any other employment agreement between the Company and Executive.

HEALTHWAYS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 4th, 2016 • 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"). Terms not otherwise defined herein shall have the meanings given to them in the Grantee's employment agreement with the Company (as may be amended from time to time, the "Employment Agreement").

HEALTHWAYS, INC. MARKET STOCK UNIT AWARD AGREEMENT
Market Stock Unit Award Agreement • March 4th, 2016 • Healthways, Inc • Services-misc health & allied services, nec • Delaware

This MARKET STOCK UNIT AWARD AGREEMENT (the "Agreement"), dated GRANT DATE (the "Grant Date") is by and between Healthways, Inc., a Delaware corporation (the "Company"), and PARTICIPANT NAME (the "Grantee"). Terms not otherwise defined herein shall have the meanings given to them in the Grantee's employment agreement with the Company (as may be amended from time to time, the "Employment Agreement").

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