0000704415-06-000108 Sample Contracts

HEALTHWAYS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • November 13th, 2006 • Healthways, Inc • Services-misc health & allied services, nec • Delaware

This RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement"), dated this «Day1st» day of «Month» «Year», is by and between Healthways, Inc., a Delaware Company (the "Company"), and «First_Name» «Last_Name» (the "Grantee"), under the Company's 1996 Stock Incentive Plan (the "Plan").

HEALTHWAYS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • November 13th, 2006 • Healthways, Inc • Services-misc health & allied services, nec • Delaware

THIS STOCK OPTION AGREEMENT is made and entered into this «Day1st» day of «Month», «Year», by and between HEALTHWAYS, INC., a Delaware corporation (the "Corporation") including its subsidiary corporations, and «First_Name» «Last_Name» (the "Colleague").

HEALTHWAYS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • November 13th, 2006 • Healthways, Inc • Services-misc health & allied services, nec • Delaware

THIS STOCK OPTION AGREEMENT is made and entered into this «Day1st» day of «Month», «Year», by and between HEALTHWAYS, INC., a Delaware corporation (the "Corporation") including its subsidiary corporations, and «First_Name» «Last_Name» (the "Director").

NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE HEALTHWAYS, INC. AMENDED AND RESTATED 2001 STOCK OPTION PLAN
Non-Qualified Stock Option Agreement • November 13th, 2006 • Healthways, Inc • Services-misc health & allied services, nec • Delaware

THIS STOCK OPTION AGREEMENT is made and entered into this «Day1st» day of «Month», «Year», by and between Healthways, Inc., a Delaware corporation (the "Company"), and «First_Name» «Last_Name» (the "Optionee"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Healthways, Inc. Amended and Restated 2001 Stock Option Plan.