X0306 4 2020-02-12 0001136174 CATASYS, INC. CATS 0001730468 Sherman Michael Edward 2120 COLORADO AVE. SUITE 230 SANTA MONICA CA 90404 1 Stock Option to purchase Common Stock 16.01 2020-02-12 4 A 0 16630 A 2025-02-12 Common Stock 16630 16630 D These securities were granted to Mr. Sherman for his services as a member of the Company's Board of Directors and Chairman of the Nominations and Governance Committee. 4,158 shares shall vest at the end of each quarter beginning January 1, 2020, such that all shares pursuant to the option shall be vested on December 31, 2020. Quarterly vesting of the options will be subject to Mr. Sherman attending board meetings, unless such absence is excused by the Chairman of the Board. /s/ Michael Sherman 2020-02-26