Exhibit 99(D)
VOTING AGREEMENT
VOTING AGREEMENT (the "AGREEMENT"), dated as of May 16, 2000, among the
undersigned stockholders (the "STOCKHOLDERS") of The TriZetto Group, Inc., a
Delaware corporation ("TRIZETTO"), and IMS Health Incorporated, a Delaware
corporation ("IMS"). Except as otherwise provided herein, capitalized terms that
are used but not otherwise defined herein shall have the respective meanings
assigned to such terms in the Merger Agreement (as defined below). In the case
of Fidelity Ventures, Limited, Fidelity Investors Limited Partnership and
Fidelity Investors II Limited Partnership (collectively, the "FIDELITY
ENTITIES"), all references to "Stockholder" shall include only the Fidelity
Entities and shall not include FMR Corp. and its other subsidiaries and
affiliates; Fidelity International Limited and its subsidiaries and affiliates;
directors and officers of FMR Corp. and Fidelity International Limited and their
respective subsidiaries and affiliates; Xxxxxx X. Xxxxxxx 3d and members of his
family and trusts for their benefit; and any accounts over which FMR Corp. or
Fidelity International Limited or their respective subsidiaries and affiliates
have investment management or advisory responsibilities, including any of the
Fidelity Investments mutual funds.
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, TriZetto, Elbejay Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of TriZetto ("MERGER SUB"), IMS and ERISCO Managed Care
Technologies, Inc., a New York corporation and a wholly owned subsidiary of IMS
("ERISCO"), have entered into an Agreement and Plan of Reorganization (the
"MERGER AGREEMENT"), providing for, among other things, the merger of Merger Sub
with and into Erisco, with Erisco as the surviving corporation (the "MERGER"),
and the issuance of shares of TriZetto Common Stock to IMS in connection with
the Merger (the "ISSUANCE"), upon the terms and subject to the conditions set
forth in the Merger Agreement, and setting forth certain representations,
warranties, covenants and agreements of the parties thereto in connection with
the Merger and the Issuance;
WHEREAS, the Merger Agreement contemplates the execution and delivery
of this Agreement;
WHEREAS, in order to induce IMS to enter into the Merger Agreement, the
Stockholders wish to agree (i) to deliver to IMS an irrevocable proxy to Vote
(as defined in Section 2 hereof) the Shares (as defined in Section 1 hereof) and
any other shares of capital stock of TriZetto acquired hereafter and prior to
the termination of this Agreement so as to approve the Issuance and any related
matters, and (ii) not to transfer or otherwise dispose of any of the Shares or
any other shares of capital stock of TriZetto acquired hereafter and prior to
the termination of this Agreement except in accordance with this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
1. REPRESENTATIONS OF STOCKHOLDERS. Each of the Stockholders
represents and warrants to IMS that (a) such Stockholder lawfully owns
beneficially (as such term is defined in Rule 13d-3 of the Exchange Act) and of
record each of the shares of Common Stock, par value $0.001 per share, of
TriZetto (the "TRIZETTO COMMON STOCK"), set forth opposite such
Stockholder's name on EXHIBIT A hereto (such Stockholder's "SHARES") free and
clear of all liens, claims, charges, security interests or other encumbrances
and, except for this Agreement and the Merger Agreement, there are no options,
warrants or other rights, agreements, arrangements or commitments of any
character to which such Stockholder is a party relating to the pledge,
disposition or Voting of any shares of capital stock of TriZetto and there are
no Voting trusts or Voting agreements with respect to such Shares, (b) such
Stockholder does not beneficially own (as such term is used in Rule 13d-3 of the
Exchange Act) any shares of TriZetto Common Stock other than such Shares and
does not have any options, warrants or other rights to acquire any additional
shares of capital stock of TriZetto or any security exercisable for or
convertible into shares of capital stock of TriZetto other than those options,
warrants or other rights set forth opposite such Stockholder's name on EXHIBIT B
hereto (such Stockholder's "OPTIONS") and each Stockholder represents and
warrants that such Stockholder shall not exercise any such Options prior to the
termination of this Agreement except in accordance with Section 6 of this
Agreement, (c) such Stockholder has full power and authority and has taken all
actions necessary to enter into, execute and deliver this Agreement and to
perform fully such Stockholder's obligations hereunder and this Agreement has
been duly executed and delivered and constitutes the legal, valid and binding
obligation of such Stockholder enforceable against such Stockholder in
accordance with its terms, subject to the Bankruptcy and Equity Exception, (d)
other than filings under the Exchange Act, no notices, reports or other filings
are required to be made by such Stockholder with, nor are any consents,
registrations, approvals, permits or authorizations required to be obtained by
such Stockholder from, any Governmental Entity, in connection with the execution
and delivery of this Agreement by such Stockholder, and (e) the execution,
delivery and performance of this Agreement by such Stockholder does not, and the
consummation by such Stockholder of the transactions contemplated hereby will
not, violate, conflict with or constitute a breach of, or a default under, the
certificate of incorporation or by-laws of such Stockholder or any or their
comparable governing instruments (if such Stockholder is not a natural person)
or result in a violation or breach of, or constitute (with or without due notice
or lapse of time or both) a default (or give rise to any right of termination,
cancellation, modification or acceleration) (whether after the giving of or the
passage of time of both) under any contract to which such Stockholder is a party
or which is binding on it or its assets and will not result in the creation of
any lien on, or security interest in, any of the assets or properties of such
Stockholder.
2. AGREEMENT TO DELIVER PROXY. Each of the Stockholders agrees to
deliver to IMS on the date hereof an irrevocable proxy substantially in the form
attached hereto as EXHIBIT C to Vote such Stockholder's Shares (a) in favor of
approval of the Issuance and any related matters at any meeting of the
stockholders of TriZetto at which such matters are considered and at every
adjournment or postponement thereof, (b) against any action or agreement that
would compete with, impede, interfere with or tend to discourage the Merger or
the Issuance or inhibit the timely consummation of the Merger and the Issuance,
and (c) against any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of TriZetto or Merger Sub under the Merger Agreement. The proxy
delivered by each of the Stockholders pursuant to this Section 2 shall be
irrevocable during the term of this Agreement to the extent permitted under
Delaware law. For purposes of this Agreement, "VOTE" shall include voting in
person or by proxy in favor of or against any action,
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otherwise consenting or withholding consent in respect of any action (including,
but not limited to, consenting in accordance with Section 228 of the Delaware
General Corporation Law) or taking other action in favor of or against any
action. "VOTING" shall have a correlative meaning.
3. NO VOTING TRUSTS. Each of the Stockholders agrees that they will
not, nor will they permit any entity or person under their control to, deposit
any of its Shares or New Shares (as defined in Section 6 hereof) in a Voting
trust or subject any of their Shares or New Shares to any arrangement with
respect to the Voting of such Shares or New Shares other than agreements entered
into with IMS.
4. NO PROXY SOLICITATIONS. Each of the Stockholders agrees that such
Stockholder will not, nor will such Stockholder permit any entity or person
under such Stockholder's control, (a) to solicit proxies or become a
"participant" in a "solicitation" (as such terms are defined in Regulation 14A
under the Exchange Act) in opposition to or in competition with the consummation
of the Merger or the Issuance or otherwise encourage or assist any party in
taking or planning any action which would compete with, impede, interfere with
or tend to discourage the Merger or the Issuance or inhibit the timely
consummation of the Merger and the Issuance, (b) to directly or indirectly
encourage, initiate or cooperate in a stockholders' Vote or action by consent of
TriZetto's stockholders in opposition to or in competition with the consummation
of the Merger and the Issuance or (c) to become a member of a "group" (as such
term is used in Section 13(d) of the Exchange Act) with respect to any voting
securities of TriZetto for the purpose of opposing or competing with the
consummation of the Merger and the Issuance.
5. TRANSFER AND ENCUMBRANCE. On or after the date hereof and during
the term of this Agreement, each of the Stockholders agrees not to transfer,
sell, offer, exchange, pledge or otherwise dispose of or encumber any of such
Stockholder's Shares, Options or New Shares; provided, that a Stockholder may
transfer such Stockholder's Shares or New Shares if, prior to such transfer, the
transferee of such Shares or New Shares, as applicable, shall have executed for
the benefit of IMS, a legally binding instrument pursuant to which such
transferee agrees to assume all of such Stockholder's obligations under this
Agreement, including the delivery of an irrevocable proxy to IMS substantially
in the form attached hereto as EXHIBIT C with respect to such transferred Shares
or New Shares, as applicable.
6. ADDITIONAL PURCHASES. Each of the Stockholders agrees that such
Stockholder will not purchase or otherwise acquire beneficial ownership (as such
term is used in Rule 13d-3 of the Exchange Act) of any shares of TriZetto Common
Stock after the execution of this Agreement, including, but not limited to,
acquisition by virtue of exercising any Option ("NEW SHARES"), nor will any
Stockholder voluntarily acquire the right to Vote or share in the Voting of any
shares of TriZetto Common Stock other than the Shares, unless such Stockholder
agrees to deliver to IMS immediately after such purchase or acquisition an
irrevocable proxy substantially in the form attached hereto as EXHIBIT D with
respect to such New Shares. Each of the Stockholders also severally agrees that
any New Shares acquired or purchased by him or her shall be subject to the terms
of this Agreement to the same extent as if they constituted Shares.
7. SPECIFIC PERFORMANCE AND OPTION TO PURCHASE. Each party hereto
acknowledges that it will be impossible to measure in money the damage to the
other party if a
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party hereto fails to comply with any of the obligations imposed by this
Agreement, that every such obligation is material and that, in the event of any
such failure, the other party will not have an adequate remedy at law or
damages. Accordingly, each party hereto agrees that injunctive relief or other
equitable remedy, in addition to remedies at law or damages, is the appropriate
remedy for any such failure and will not oppose the granting of such relief on
the basis that the other party has an adequate remedy at law. Each party hereto
agrees that it will not seek, and agrees to waive any requirement for, the
securing or posting of a bond in connection with any other party's seeking or
obtaining such equitable relief.
8. ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement (including the
exhibits hereto) supersedes all prior agreements, written or oral, among the
parties hereto with respect to the subject matter hereof and contains the entire
agreement among the parties with respect to the subject matter hereof. This
Agreement may not be amended, supplemented or modified, and no provisions hereof
may be modified or waived, except by an instrument in writing signed by all the
parties hereto. No waiver of any provisions hereof by any party shall be deemed
a waiver of any other provisions hereof by any such party, nor shall any such
waiver be deemed a continuing waiver of any provision hereof by such party.
9. NOTICES. All notices, requests, claims, demands or other
communications hereunder shall be in writing and shall be deemed given when
delivered personally, upon receipt of a transmission confirmation if sent by
telecopy or like transmission and on the next business day when sent by Federal
Express, Express Mail or other reputable overnight courier service to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):
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If to IMS:
IMS Health Incorporated
000 Xxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Chief Executive Officer
Telecopy: (000) 000-0000
With copies, which shall not constitute notice, to:
IMS Health Incorporated
000 Xxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx Xxxxxxx
Xxxxx Xxxxxxxxxxx
Telecopy: (000) 000-0000
and
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxxxxx
Xxxxx X. Xxxxxxx
Telecopy: (000) 000-0000
If to a Stockholder, to the address or telecopy number set forth for
such Stockholder on the signature page hereof:
With a copy to:
The TriZetto Group, Inc.
000 Xxx Xxxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
Telecopy: (000) 000-0000
or to such other Persons on addresses as may be designated in writing
by the party to receive such notice as provided above.
10. MISCELLANEOUS.
(a) GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH AND
SUBJECT TO THE LAWS OF THE
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STATE OF DELAWARE, WITHOUT REFERENCE TO CONFLICTS OF LAWS PRINCIPLES.
(b) VENUE; WAIVER OF JURY TRIAL. The parties hereby irrevocably
submit to the jurisdiction of the courts of the State of Delaware and the
Federal courts of the United States of America located in the State of Delaware
solely in respect of the interpretation and enforcement of the provisions of
this Agreement and of the documents governed by Delaware law referred to in this
Agreement, and in respect of the transactions contemplated hereby, and hereby
waive, and agree not to assert, as a defense in any action, suit or proceeding
for the interpretation or enforcement hereof or of any such document, that it is
not subject thereto or that such action, suit or proceeding may not be brought
or is not maintainable in said courts or that the venue thereof may not be
appropriate or that this Agreement or any such document may not be enforced in
or by such courts, and the parties hereto irrevocably agree that all claims with
respect to such action or proceeding shall be heard and determined in such a
Delaware State or Federal court. The parties hereby consent to and grant any
such court jurisdiction over the person of such parties and over the subject
matter of such dispute and agree that mailing of process or other papers in
connection with any such action or proceeding in the manner provided in Section
9 of this Agreement or in such other manner as may be permitted by law shall be
valid and sufficient service thereof.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH
MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,
OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY
MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 10 (b).
(c) SEVERABILITY. In the event that any provision of the
Agreement is held to be illegal, invalid or unenforceable in a final,
unappealable order or judgment (each such provision, an "INVALID provision"),
then such provision shall be severed from this Agreement and shall be
inoperative and the parties promptly shall negotiate in good faith a lawful,
valid and enforceable provision that is as similar to the invalid provision as
may be possible and that preserves the original intentions and economic
positions of the parties as set forth herein to the maximum extent feasible,
while the remaining provisions of this Agreement shall remain binding on the
parties hereto. Without limiting the generality of the foregoing sentence, in
the event a change in any applicable law, rule or regulation makes it unlawful
for a party to comply with any of its obligations hereunder, the parties shall
negotiate in good faith a modification to such
6
obligation to the extent necessary to comply with such law, rule or regulation
that is as similar in terms to the original obligation as may be possible while
preserving the original intentions and economic positions of the parties as set
forth herein to the maximum extent feasible.
(d) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.
(e) TERMINATION. This Agreement shall terminate upon the earliest
to occur of (i) the Closing, (ii) the termination of the Merger Agreement, (iii)
the date 180 days after the date of this Agreement, and (iv) the date specified
in a written agreement duly executed and delivered by IMS and the Fidelity
Entities.
(f) FURTHER ASSURANCES. Each party hereto shall execute and
deliver such additional instruments and other documents and shall take such
further actions as may be necessary or desirable to effectuate, carry out and
comply with all of the terms of this Agreement and the transactions contemplated
hereby.
(g) HEADINGS; RECITALS. All Section headings and the recitals
herein are for convenience of reference only and are not part of this Agreement,
and no construction or reference shall be derived therefrom.
(h) THIRD PARTY BENEFICIARIES. NOTHING IN THIS AGREEMENT, EXPRESS
OR IMPLIED, IS INTENDED TO CONFER UPON ANY THIRD PARTY ANY RIGHTS OR REMEDIES OF
ANY NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.
IMS HEALTH INCORPORATED
By: /S/ XXXXXX X. XXXXXXXX
-----------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Chairman of the Board
STOCKHOLDERS:
FIDELITY VENTURES LIMITED
By: Fidelity Capital Associates, Inc., its
General Partner
By: /S/ XXXX X. XXXXXXX
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
Address: 00 Xxxxxxxxxx Xx.-X00X,
Xxxxxx, XX 00000
FIDELITY INVESTORS LIMITED PARTNERSHIP
By: Fidelity Investors Management, LLC, its
General Partner
By: /S/ XXXX X. XXXXXXX
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
Address: 00 Xxxxxxxxxx Xx.-X00X,
Xxxxxx, XX 00000
FIDELITY INVESTORS II LIMITED PARTNERSHIP
By: Fidelity Investors Management, LLC, its
General Partner
By: /S/ XXXX X. XXXXXXX
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
Address: 00 Xxxxxxxxxx Xx.-X00X,
Xxxxxx, XX 00000
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EXHIBIT A
STOCKHOLDERS
NAME NUMBER OF SHARES
---- ----------------
Fidelity Venture Limited 1,289,336
Fidelity Investors Limited Partnership 874,126
Fidelity Investors II Limited Partnership 415,210
A-1
EXHIBIT B
STOCKHOLDERS OPTIONS
NAME OPTIONS
---- -------
B-1
EXHIBIT C
FORM OF PROXY
The undersigned, for consideration received, hereby appoints Xxxxxxxx
Xxxx or another representative of IMS Health Incorporated, a Delaware
corporation ("IMS"), designated by her and each of them my proxies, with full
power of substitution and resubstitution, (i) to vote all shares of Common
Stock, par value $0.001 per share (the "TRIZETTO COMMON STOCK"), of The TriZetto
Group, Inc., a Delaware corporation ("TRIZETTO"), owned by the undersigned (the
"SHARES") as of the date hereof at any meetings of stockholders of TriZetto
after the date hereof and at any adjournment or postponement thereof (each, a
"TRIZETTO MEETING") FOR approval of the issuance of TriZetto Common Stock to IMS
(the "ISSUANCE") as contemplated by the Agreement and Plan of Reorganization,
dated as of May ___, 2000 (the "MERGER AGREEMENT"), by and among TriZetto,
Elbejay Acquisition Corp., a Delaware corporation and a wholly owned subsidiary
of TriZetto ("MERGER SUB"), IMS and ERISCO Managed Care Technologies, Inc., a
New York corporation and a wholly owned subsidiary of IMS ("ERISCO"), which
provides for, among other things, the merger of Merger Sub with and into Erisco
(the "MERGER"), and any related matters, and AGAINST (a) any action or agreement
that would compete with, impede, interfere with or tend to discourage the Merger
or the Issuance or inhibit the timely consummation of the Merger and the
Issuance, and (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of TriZetto or Merger Sub under the Merger Agreement, and (ii) to
withhold consents with respect to such Shares for (a) any action or agreement
that would compete with, impede, interfere with or tend to discourage the Merger
or the Issuance or inhibit the timely consummation of the Merger and the
Issuance, and (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of TriZetto or Merger Sub under the Merger Agreement. This proxy is
coupled with an interest, revokes all prior proxies granted by the undersigned
and is irrevocable until such time as the Voting Agreement, dated as of May ___,
2000, among certain stockholders of TriZetto, including the undersigned, and
IMS, terminates in accordance with its terms, at which time this proxy shall
expire.
Dated May ___, 2000
------------------------------
(Signature of Stockholder)
------------------------------
(Signature of Stockholder)
--------------------------------
(Signature of Stockholder)
C-1
EXHIBIT D
FORM OF PROXY
The undersigned, for consideration received, hereby appoints Xxxxxxxx
Xxxx or another representative of IMS Health Incorporated, a Delaware
corporation ("IMS"), designated by her and each of them my proxies, with full
power of substitution and resubstitution, (i) to vote the _____________ shares
(the "NEW SHARES") of Common Stock, par value $0.001 per share (the "TRIZETTO
COMMON STOCK"), of The TriZetto Group, Inc., a Delaware corporation
("TRIZETTO"), purchased or otherwise acquired by the undersigned, or for which
the undersigned has voluntarily acquired the right to vote or share in the
voting of such shares, since the execution of the Voting Agreement, dated as of
May ___, 2000 (the "VOTING AGREEMENT"), by and among certain stockholders of
TriZetto, including the undersigned, and IMS, at any meetings of stockholders of
TriZetto after the date hereof and at any adjournment or postponement thereof
(each, a "TRIZETTO MEETING") FOR approval of the issuance of TriZetto Common
Stock to IMS (the "ISSUANCE") as contemplated by the Agreement and Plan of
Reorganization, dated as of May ___, 2000 (the "MERGER AGREEMENT"), by and among
TriZetto, Elbejay Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of TriZetto ("MERGER SUB"), IMS and ERISCO Managed Care Technologies,
Inc., a New York corporation and a wholly owned subsidiary of IMS ("ERISCO"),
which provides for, among other things, the merger of Merger Sub with and into
Erisco (the "MERGER"), and any related matters, and AGAINST (a) any action or
agreement that would compete with, impede, interfere with or tend to discourage
the Merger or the Issuance or inhibit the timely consummation of the Merger and
the Issuance, and (b) any action or agreement that would result in a breach in
any material respect of any covenant, representation or warranty or any other
obligation of TriZetto or Merger Sub under the Merger Agreement, and (ii) to
withhold consents with respect to such New Shares for (a) any action or
agreement that would compete with, impede, interfere with or tend to discourage
the Merger or the Issuance or inhibit the timely consummation of the Merger and
the Issuance, and (b) any action or agreement that would result in a breach in
any material respect of any covenant, representation or warranty or any other
obligation of TriZetto or Merger Sub under the Merger Agreement. This proxy is
coupled with an interest and is irrevocable until such time as the Voting
Agreement terminates in accordance with its terms, at which time this proxy
shall expire.
D-1
Dated ___, 200_
------------------------------
(Signature of Stockholder)
------------------------------
(Signature of Stockholder)
--------------------------------
(Signature of Stockholder)
D-2
PROXY
The undersigned, for consideration received, hereby appoints Xxxxxxxx
Xxxx or another representative of IMS Health Incorporated, a Delaware
corporation ("IMS"), designated by her and each of them my proxies, with full
power of substitution and resubstitution, (i) to vote all shares of Common
Stock, par value $0.001 per share (the "TRIZETTO COMMON STOCK"), of The TriZetto
Group, Inc., a Delaware corporation ("TRIZETTO"), owned by the undersigned (the
"SHARES") as of the date hereof at any meetings of stockholders of TriZetto
after the date hereof and at any adjournment or postponement thereof (each, a
"TRIZETTO MEETING") FOR approval of the issuance of TriZetto Common Stock to IMS
(the "ISSUANCE") as contemplated by the Agreement and Plan of Reorganization,
dated as of May ___, 2000 (the "MERGER AGREEMENT"), by and among TriZetto,
Elbejay Acquisition Corp., a Delaware corporation and a wholly owned subsidiary
of TriZetto ("MERGER SUB"), IMS and ERISCO Managed Care Technologies, Inc., a
New York corporation and a wholly owned subsidiary of IMS ("ERISCO"), which
provides for, among other things, the merger of Merger Sub with and into Erisco
(the "MERGER"), and any related matters, and AGAINST (a) any action or agreement
that would compete with, impede, interfere with or tend to discourage the Merger
or the Issuance or inhibit the timely consummation of the Merger and the
Issuance, and (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of TriZetto or Merger Sub under the Merger Agreement, and (ii) to
withhold consents with respect to such Shares for (a) any action or agreement
that would compete with, impede, interfere with or tend to discourage the Merger
or the Issuance or inhibit the timely consummation of the Merger and the
Issuance and (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of TriZetto or Merger Sub under the Merger Agreement. This proxy is
coupled with an interest, revokes all prior proxies granted by the undersigned
and is irrevocable until such time as the Voting Agreement, dated as of May ___,
2000, by and among the undersigned and IMS, terminates in accordance with its
terms, at which time this proxy shall expire.
Dated May ___, 2000
------------------------------
(Signature of Stockholder)
------------------------------
(Signature of Stockholder)
--------------------------------
(Signature of Stockholder)
D-3
