0000704415-14-000075 Sample Contracts

HEALTHWAYS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (EXECUTIVE OFFICERS AND OTHER SENIOR OFFICERS)
Restricted Stock Unit Award Agreement • August 8th, 2014 • 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 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. RESTRICTED STOCK UNIT AWARD AGREEMENT (DIRECTORS)
Restricted Stock Unit Award Agreement • August 8th, 2014 • 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 2014 Stock Incentive Plan (the "Plan"). Terms not otherwise defined herein shall have the meanings given to them in the Plan.

HEALTHWAYS, INC. PERFORMANCE SHARE UNIT AWARD AGREEMENT (EXECUTIVE OFFICERS AND OTHER SENIOR OFFICERS)
Performance Share Unit Award Agreement • August 8th, 2014 • Healthways, Inc • Services-misc health & allied services, nec • Delaware

This PERFORMANCE SHARE 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 2014 Stock Incentive Plan (the "Plan"). Terms not otherwise defined herein shall have the meanings given to them in the Plan.

HEALTHWAYS, INC. PERFORMANCE CASH AWARD AGREEMENT (EXECUTIVE OFFICERS AND OTHER SENIOR OFFICERS)
Performance Cash Award Agreement • August 8th, 2014 • Healthways, Inc • Services-misc health & allied services, nec • Delaware

This PERFORMANCE CASH 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 2014 Stock Incentive Plan (the "Plan"). Terms not otherwise defined herein shall have the meanings given to them in the Plan.

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (EXECUTIVE OFFICERS AND OTHER SENIOR OFFICERS)
Non-Qualified Stock Option Award Agreement • August 8th, 2014 • Healthways, Inc • Services-misc health & allied services, nec • Delaware

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made and entered into on GRANT DATE (the "Grant Date"), by and between HEALTHWAYS, INC., a Delaware corporation (the "Company"), including its subsidiary corporations, and PARTICIPANT NAME (the "Colleague").

HEALTHWAYS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (DIRECTORS)
Non-Qualified Stock Option Agreement • August 8th, 2014 • Healthways, Inc • Services-misc health & allied services, nec • Delaware

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made and entered into on GRANT DATE (the "Grant Date") by and between HEALTHWAYS, INC., a Delaware corporation (the "Corporation") including its subsidiary corporations, and PARTICIPANT NAME (the "Director").

FOURTH AMENDMENT TO FIFTH AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
Credit and Term Loan Agreement • August 8th, 2014 • Healthways, Inc • Services-misc health & allied services, nec • New York

THIS FOURTH AMENDMENT TO FIFTH AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this "Amendment"), is made and entered into as of April 14, 2014, by and among HEALTHWAYS, INC., a Delaware corporation (the "Borrower"), the Subsidiary Loan Parties party hereto and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the "Administrative Agent") and the Swingline Lender.

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