This Employment Agreement ("Agreement") is entered into this 5th day of September, 2003, by and between
American Healthways, Inc., a Delaware corporation ("Company") and Matthew Kelliher ("Officer").
I. Employment. In consideration of the mutual promises and agreements contained herein, the Company employs
Officer and Officer hereby accepts employment under the terms and conditions hereinafter set forth.
II. Duties. Officer is engaged as Executive Vice President of the Company and shall also serve as President of
StatusOne Health Systems, Inc., a subsidiary of the Company ("StatusOne"). In so doing, Officer shall report
directly to the Chief Executive Officer of the Company. Officer shall have such management, supervisory and
operational functions as are customary to such position, and such other powers, functions and duties consistent
with Officer's title as are designated from time to time by the President of StatusOne. During the term of this
Agreement, Officer shall also serve without additional compensation in such other offices of the Company or its
subsidiaries or affiliates to which he may be elected or appointed by the Board of Directors or by the Chief
Executive Officer of the Company.
III. Term. Subject to the terms and conditions set forth herein, Officer shall be employed hereunder for a term
beginning on September 1, 2003 and terminating on August 31, 2005 (the "Expiration Date") unless sooner
terminated or further extended as hereinafter set forth. The Expiration Date shall be automatically extended for
one additional year at the end of the first term of this Agreement and at the end of each year thereafter (so that
the term of this Agreement shall be extended automatically for one year and no more), unless the Company
notifies Officer in writing (the "Expiration Notice") on or before sixty (60) days prior to the Expiration Date that
this automatic extension provision is canceled and is of no further force and effect. Officer w