Exhibit 10.30
HEALTHWAYS, INC.
NON-QUALIFIED STOCK OPTION
AGREEMENT
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").
WHEREAS, the Corporation desires to
afford the Director an opportunity to purchase shares of Common
Stock, $.001 par value per share
("Common Stock") of the Corporation,
in accordance with the provisions of Healthways 2007 Stock
Incentive Plan (the "Plan").
NOW, THEREFORE, In consideration of
the mutual covenants set forth in this Agreement and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. Grant of Option
. Corporation hereby grants to
Director the option (the "Option"), exercisable in whole or in part
to purchase «TotalShares» shares of the
Corporation's Common Stock, for a price of $
«AmountPerShare» per share.
2. Option Plan
. This Option is granted as a
non-qualified stock option under the Plan, and is not intended to
qualify as an incentive stock option, as that term is used in
Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"). This means that, at the time Director exercises all or any
portion of this Option, Director will have taxable income equal to
any positive difference between the market value of the Common
Stock at the date of the exercise and the option exercise price
paid for the Common Stock under this Option as shown in Section 1
of this Agreement.
The Director hereby acknowledges
receipt of a copy of the Plan and agrees to be bound by all the
terms and provisions thereof, which are incorporated herein by
reference and made a part hereof. The terms of this Agreement are
governed by the terms of the Plan, and in the case of any
inconsistency between the terms of this Agreement and the terms of
the Plan, the terms of the Plan shall govern. Terms not otherwise
defined herein shall have the meanings given them in the
Plan.
3. Timing of Exercise
. Director may exercise this Option
with respect to the percentage of shares set forth below from and
after the dates specified below, provided that Director is still
serving as a director of the Corporation on such date except as set
forth in Section 6 hereof:
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Percentage Vested
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Date of Vesting
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Cumulative Options
Exercisable
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100%
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«MoDayYrPlus4»
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«TotalShares»
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This Option will expire seven (7) years from the
date of grant of this Option.
4.
Manner of Exercise. This Option shall be exercised by the
Director (or other party entitled to exercise the Option under
Section 5 of this Agreement) by delivering written notice to the
Corporation stating the number of shares of Common Stock to be
purchased, the person or persons in whose name the shares are to be
registered and each such person's address and social security
number. Such notice shall not be effective unless accompanied by
the full purchase price for all shares so purchased. The purchase
price shall be payable in cash, personal check (subject to
collection), bank draft or such other method as the Committee may
determine from time to time. The purchase price may also be paid by
the tender of, by either actual delivery or attestation, Common
Stock acceptable to the Committee and valued at its Fair Market
Value on the date of exercise or through a combination of Stock and
cash. The purchase price shall be calculated as the number of
shares to be purchased times the option exercise price per share as
shown in Section 1 of this Agreement. The Corporation shall have
the right to require the Director to remit to the Corporation an
amount sufficient to satisfy any federal, state and local
withholding tax requirements prior to the delivery of any
certificate for such shares, which may be paid as set forth in
Section 5.6 of the Plan.
5.
Nontransferability of Option. This Option shall not be
transferable by the Director without the prior written consent of
the Board of Directors otherwise than (i) transfers by the Director
to a member of the Director’s immediate family or a trust for
the benefit of Director or a member of such Director’s
immediate family, or (ii) transfers by will or by the laws of
descent and distribution. For purposes of this section,
“immediate family” shall mean any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law and shall include adoptive
relationships.
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6.
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Termination or Expiration of Director's Position
on the Board of Directors .
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(a)
Termination or Resignation from Board Following Two Terms as a
Director. If the Director shall cease to serve as a director of
the Corporation for any reason other than involuntary removal by
the stockholders for cause and if the Director has (x) (a) served
at least two full three-year terms as a director, or (b) served at
least two terms as a director
