AMERICAN HEALTHWAYS INC
EX-10.24 STOCK OPTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>3
<FILENAME>g91862exv10w24.txt
<DESCRIPTION>EX-10.24 STOCK OPTION AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.24

                           [AMERICAN HEALTHWAYS LOGO]

                      NON-QUALIFIED STOCK OPTION AGREEMENT

      THIS STOCK OPTION AGREEMENT is made and entered into this ___ day of
_________, _____, by and between AMERICAN 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 the American Healthways,
Inc. 1996 Stock Incentive Plan, as amended (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.

      This Option is subject to the terms and conditions set forth in the Plan.
In the event any of the provisions in this Agreement conflict with or are
inconsistent with the provisions of the Plan, the provisions of the Plan shall
be controlling.

      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:

<PAGE>

<TABLE>
<CAPTION>
PERCENTAGE VESTED               DATE OF VESTING                CUMULATIVE OPTIONS EXERCISABLE
<S>                             <C>                            <C>
     33 1/3%                    <<MoDayYrPlus1>>                   <<QuarterTotalshares>>
     66 2/3%                    <<MoDayYrPlus2>>                     <<HalfTotalShares>>
      100%                      <<MoDayYrPlus3>>                <<ThreeQuartersTotalShares>>
</TABLE>

This Option will expire ten (10) 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 and 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. Payment in currency or
by certified check, cashier's check or postal money order shall be considered
payment in cash. 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.

      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. The terms of this Option shall be binding on the executors,
administrators, heirs and successors of the Director.

      6. TERMINATION OR EXPIRATION OF DIRECTOR'S POSITION ON THE BOARD OF
DIRECTORS.

            (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 termination by the Corporation for Cause
and if the Director has served at least two full terms as a director of the
Corporation, the shares subject to the Option granted hereunder not previously
exercisable and vested shall become fully exercisable and vested upon the date
of such termination or cessation and this Option may be exercised for a period
of one year from the date of such termination or cessation or until the
expiration of the stated term of the Option, whichever period is shorter (the
"Exercise Period"); provided, however, that if the Director dies within the
Exercise Period, the Option shall thereafter be exercisable to the extent to
which it was exercisable at the time of death for a period of three years from
the date of such death or until the expiration of the stated term of the Option,
whichever period is shorter.

            (b) TERMINATION BY REASON OF RETIREMENT OR DISABILITY. If the
Director shall cease to be a director of the Corporation by reason of retirement
or Disability (as that term

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<PAGE>

is defined under the Corporation's long-term disability insurance policy) before
the Director serves two full terms as a director of the Corporation, this Option
may thereafter be exercised by the Director, to the extent it was exercisable at
the time of such cessation, for a period of one year from the date of such
cessation or until the expiration of the stated term of the Option, whichever
period is shorter; provided, however, that if the Director dies within such
one-year period, the Option shall thereafter be exercisable to the extent to
which it was exercisable at the time of death for a period of three years from
the date of such death or until the expiration of the stated term of the Option,
whichever period is shorter.

            (c) TERMINATION BY DEATH. If the Director shall cease to be a
director of the Corporation by reason of death, the shares subject to the Option
granted hereunder not previously exercisable and vested shall become fully
exercisable and vested and may thereafter be exercised, by the legal
representative of the estate or by the legatee of the Director under the will of
the Director, for a period of three years from the date of such death or until
the expiration of the stated term of the Option, whichever period is the
shorter.

            (d) TERMINATION FOR ANY OTHER REASON OTHER THAN CAUSE. If the
Director shall cease to be a director of the Corporation for any reason other
retirement, death or Disability before the Director serves two full terms as a
director of the Corporation, this Option shall thereupon terminate, except that
this Option may be exercised by the Director, to the extent otherwise then
exercisable on the date of such cessation, if the Director's position as a
director was involuntarily terminated by the Corporation without Cause, for a
period of three months from the date of such cessation or the expiration of the
Option's term, whichever period is the shorter.

            (e) TERMINATION FOR CAUSE. If the Corporation terminates the
Director's position as a director for Cause, this Option shall immediately
terminate.

      7. RESTRICTIONS ON PURCHASE AND SALE OF SHARES. The Corporation shall be
obligated to sell or issue shares pursuant to the exercise of this Option only
in the event that the shares are at that time effectively registered or
otherwise exempt from registration under the Securities Act of 1933, as amended
("the 1933 Act"). In the event that the shares are not registered under the 1933
Act, the Director hereby agrees that, as a further condition to the exercise of
this Option, the Director (or his successor under Section 5 of this Agreement),
if the Corporation so requests, will execute an agreement in form satisfactory
to the Corporation in which the Director represents that he or she is purchasing
the shares for investment purposes, and not with a view to resale or
distribution. The Director further agrees that if the shares of Common Stock to
be issued upon the exercise of this Option are not subject to an effective
registration statement filed with the Securities and Exchange Commission
pursuant to the requirements of the 1933 Act, such shares shall bear an
appropriate restrictive legend.

      8. ADJUSTMENT. In the event of any merger, reorganization, consolidation,
recapitalization, extraordinary cash dividend, stock dividend, stock split or
other change in corporate structure affecting the Common Stock, the number of
shares of Common Stock of the Corporation subject to this Option and the price
per share of such shares may be adjusted by the Corporation as may be determined
by the Board of Directors pursuant to the Plan.

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<PAGE>

      9. CHANGE IN CONTROL. Upon a Change in Control, and if and to the
extent so determined by the Board of Directors upon a Potential Change in
Control, the shares subject to the Option granted hereunder not previously
exercisable and vested shall become fully exercisable and vested.

      10. NO RIGHTS UNTIL EXERCISE. The Director shall have no rights hereunder
as a stockholder with respect to any shares subject to this Option until the
date of the issuance of a stock certificate to him or her for such shares upon
due exercise of this Option.

      11. AMENDMENT. The Board of Directors may amend the terms of this Option,
prospectively or retroactively, but, subject to Section 8 above, no such
amendment shall impair the rights of the Director hereunder without the
Director's consent.

      12. NOTICES. All notices required to be given under this Option shall be
deemed to be received if delivered or mailed as provided for herein, to the
parties at the following addresses, or to such other address as either party may
provide in writing from time to time.

      To the Corporation:

                                                 American Healthways, Inc.
                                                 3841 Green Hills Village Drive
                                                 Nashville, Tennessee 37215

      To the Director:                           _______________________________
      (Director name and address)                _______________________________
                                                 _______________________________

      13. SEVERABILITY. If any provision of this Agreement is, or becomes, or is
deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any
person or the award of the Option, or would disqualify the Plan or the Option
under any laws deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to the applicable laws, or if it cannot
be construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Option, such provision shall
be stricken as to such jurisdiction, person or Option, and the remainder of the
Plan and Option shall remain in full force and effect.

      14. GOVERNING LAW. The validity, construction and effect of this Agreement
shall be determined in accordance with the laws of the State of Delaware without
giving effect to conflicts of laws principles.

      15. RESOLUTION OF DISPUTES. Any dispute or disagreement which may arise
under, or as a result of, or in any way related to, the interpretation,
construction or application of this

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<PAGE>

Agreement shall be determined by the Board of Directors. Any determination made
hereunder shall be final, binding and conclusive on the Director and the
Corporation for all purposes.

      [remainder of page intentionally left blank; signature page follows]

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<PAGE>

      IN WITNESS WHEREOF, the parties have caused the Stock Option Agreement to
be duly executed as of the day and year first above written.

                                                AMERICAN HEALTHWAYS, INC.:


                                                ________________________________
                                                Name: Ben R. Leedle, Jr.
                                                Title: Chairman & CEO

                                                DIRECTOR:

                                                ________________________________

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