AMENDED AND RESTATED
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of December 19, 2008 (the
"Agreement"), is by and between Healthways, Inc., a Delaware corporation (the "Company"), and Ben R. Leedle,
Jr. (the "Executive"), and amends and replaces in its entirety that certain Employment Agreement dated February
1, 2006, between the Company and the Executive.
WHEREAS , the Company desires that the Executive serve or continue to serve as Chief Executive Officer and
the Executive desires to hold such position under the terms and conditions of this Agreement; and
WHEREAS , the parties desire to enter into this Agreement setting forth the terms and conditions of the
employment relationship of the Executive with the Company.
NOW, THEREFORE , intending to be legally bound hereby, the parties agree as follows:
EMPLOYMENT . The Company hereby employs the Executive and the Executive hereby accepts
employment with the Company, upon the terms and subject to the conditions set forth herein.
TERM . Subject to termination as stated in Section VI, the term of employment of the Executive pursuant
to this Agreement (as the same may be extended, the “Term”) shall commence on December 19, 2008 (the
“Effective Date”), and shall have a continuous term of two (2) years thereafter.
POSITION . During the Term, the Executive shall serve as Chief Executive Officer of the Company
performing duties commensurate with the position and such additional duties as the Company shall
determine. If asked, the Executive agrees to serve, without any additional compensation, as a director on
the Board of Directors of the Company (the “Board”) and/or the board of directors of any subsidiary of
the Company, and/or in one or more officer positions with the Company and/or any subsidiary of the
Company. If the Executive’s employment is terminated for any reason, whether such termination is
voluntary or involuntary, the Executive shall resign as a directo