2007 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
This RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement"), dated this «Day1st» day
of «Month» «Year» , is by and between Healthways, Inc., a Delaware corporation (the "Company"), and
«First_Name» «Last_Name» (the "Grantee"), under the Company's 2007 Stock Incentive Plan (the "Plan").
Terms not otherwise defined herein shall have the meanings given to them in the Plan.
Section 1. Restricted Stock Unit Award . The Grantee is hereby granted «TotalShares_» restricted
stock units (the "Restricted Stock Units"). Each Restricted Stock Unit represents the right to receive one share of
the Company's Common Stock, $.001 par value (the "Stock"), subject to the terms and conditions of this
Agreement and the Plan.
Section 2. Vesting of the Award . Except as otherwise provided in Section 3 below, the Restricted
Stock Units will vest at such times (the "Vesting Date") and in the percentages set forth below, as long as the
Grantee is serving as an employee of the Company on the Vesting Date.
The Company shall issue one share of the Stock to the Grantee for each vested Restricted Stock Unit (the
“Distributed Shares”) at the time the Restricted Stock Unit vests. The Distributed Shares shall be represented by
Section 3. Forfeiture on Termination of Employment . If the Grantee ceases to be employed by the
Company for any reason, all Restricted Stock Units that have not vested prior to the date of termination of
Grantee's employment will be forfeited and the Grantee shall have no further rights with respect to such
Restricted Stock Units; provided, however, that if the Grantee’s employment by the Company terminates by
reason of Retirement (as defined in the Plan), the Restricted Stock Units granted hereunder shall not be forfeited
and shall continue vesting in accordance with Section 2, and provided further that if the