SEPARATION AND GENERAL RELEASE AGREEMENT

As of Closing, the Company will accelerate the vesting of outstanding and unvested equity that has been awarded to Mr. Lumsdaine by the Company and that is included on Schedule 1 incorporated herein by reference. All amounts contributed by the Company  to the Capital Accumulation Plan ("CAP") for the benefit of Mr. Lumsdaine shall vest effective July 31, 2016, and thereafter be paid out in accordance with the terms of the CAP. Mr. Lumsdaine will remain bound by the agreements and the plan(s) governing the various equity awards on Schedule 1, and nothing herein shall be construed as a waiver or amendment of the equity award agreements or plan(s).

General Release. In exchange and in consideration for the promises, obligations, and agreements as set forth in this Agreement, herein, Mr. Lumsdaine does hereby irrevocably and unconditionally release, acquit and discharge Healthways, any related or affiliated companies and all other subsidiaries, assigns, predecessors or transferees, all present and former directors, officers, insurers, employees, servants and agents of any of them (together, individually and collectively, "Released Parties"), from any and all manner of actions, charges, complaints, suits, proceedings, claims, liabilities, obligations, agreements, controversies, demands, costs, losses, debts and expenses whatsoever of any kind or nature, at law or in equity, whether known or unknown, fixed or contingent, choate or inchoate, that Mr. Lumsdaine has as of the Effective Date, or ever has had, arising out of or in any way connected with the employment of Mr. Lumsdaine by Healthways and with his separation from employment with Healthways, if applicable, including but not limited to any and all claims under the Employment Agreement or otherwise for pay, benefits, damages, or any other relief which were, might or could have been asserted in any court, before any arbitrator, or before any administrative agency, including without limitation, the Civil Rights Act of 1991; Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1866; the Americans with Disabilities Act; the Rehabilitation Act of 1973; the Age Discrimination in Employment Act; the Older Workers Benefit Protection Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act of 1974; the Equal Pay Act; the Fair Labor Standards Act; the Vietnam Era Veteran's Readjustment Assistance Act; the Uniformed Service Employment and Reemployment Rights Act of 1994; the Worker  Adjustment and Retraining Notification Act; the Fair Credit Reporting Act; the Immigration Reform and Control Act of 1986; the Occupational Safety and Health Act of 1970; the Employee Polygraph Protection Act; any and all "whistle blower" employee statutes or regulations (i.e., those providing protection to an employee who raises charges of illegality, impropriety, workplace misconduct, failure to adhere to policies and procedures, etc.), any amendments to any of the foregoing, and any other federal, state, or local statute, regulation, ordinance, or common law, including without limitation any law related to discrimination (i.e., those pertaining generally to race, color, sex, age, religion, national origin, sexual orientation, worker's compensation or disability), retaliatory discharge (whether actual or constructive, and as and to the extent related to any of the foregoing), terms and conditions of employment, or termination of employment, to the full extent that such a release is allowed by law. This provision does not include the release of claims with respect to any vested benefits under a plan governed by the Employee Retirement Income Security Act or any claim related to the rights and benefits granted by the express terms of this Agreement.

Period of Time to Consider and Revoke. Mr. Lumsdaine has been encouraged by the Company to consult with his attorney before his execution of this Agreement. Mr. Lumsdaine was presented with this Agreement on July 27, 2016, and has been advised that he has twenty-one (21) days from July 27, 2016, to consider executing this Agreement; and that his decision to execute prior to the expiration of such twenty-one (21) day period was knowingly and voluntarily made. Mr. Lumsdaine further acknowledges that this Agreement has been individually negotiated and is not part of a group exit incentive or other separation package.