Amended and Restated Corporate and Subsidiary Officer
Capital Accumulation Plan
Section 1. Establishment and Purpose
1.1 Establishment . Healthways, Inc. established the CORPORATE AND SUBSIDIARY OFFICER CAPITAL
ACCUMULATION PLAN (hereinafter called the “Plan”) effective as of September 1, 1987, as a deferred
compensation plan for Participants as described herein. This Amended and Restated Plan is adopted effective
November 6, 2008.
1.2 Purpose . The purpose of this Plan is to provide a means whereby compensation payable to Company
and Subsidiary officers may be deferred for a specified period and, when combined with Company additions,
provide for capital accumulation toward savings goals.
1.3 Plan for a Select Group . The Plan shall cover certain Employees of the Company who are members of a
“select group of management or highly compensated employees” within the meaning of ERISA Sections 201(2),
301(a)(3) and 401(a)(1). The Company shall have the authority to take any and all actions necessary or desirable
in order for the Plan to satisfy the requirements set forth in ERISA and the regulations thereunder applicable to
plans maintained for Employees who are members of a select group of management or highly compensated
1.4 Not a Funded Plan . It is the intention and purpose of the Company that the Plan shall be deemed to be
“unfunded” for tax purposes and deemed a plan as would properly be described as “unfunded” for purposes of
Title I of ERISA. The Plan shall be administered in such a manner, notwithstanding any contrary provision of the
Plan, in order that it will be so deemed and would be so described.
1.5 Section 409A . The Plan is intended to conform with the requirements of Section 409A of the Code and
the Regulations issued thereunder and shall be implemented and administered in a manner consistent therewith.
Section 2. Definitions
2.1 Definitions. Whenever used hereinafter, the following terms shall