EXHIBIT B
VOTING AGREEMENT
VOTING AGREEMENT (the "AGREEMENT"), dated as of March 28, 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).
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, TriZetto and IMS have entered into an Agreement and Plan of
Reorganization (the "MERGER AGREEMENT"), providing for, among other things, the
merger of IMS with and into TriZetto, the issuance of shares of TriZetto Common
Stock to IMS stockholders in connection with the Merger, certain amendments to
TriZetto's certificate of incorporation as set forth in the Merger Agreement
(the "TRIZETTO CHARTER AMENDMENTS"), and a new TriZetto stock option plan (the
"STOCK OPTION PLAN") in such form and with such number of available options
issuable thereunder as shall be agreed upon by TriZetto and IMS (collectively,
the "TRANSACTIONS"), 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
Transactions;
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 and adopt (a)
the Merger Agreement and the transactions contemplated thereby, (b) the issuance
of TriZetto Common Stock to IMS stockholders in connection with the Merger, (c)
the TriZetto Charter Amendments and (d) the Stock Option Plan, 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.
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 on 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 and adoption of the Merger Agreement, the Merger and the
transactions contemplated thereby, the issuance of TriZetto Common Stock to IMS
stockholders pursuant to the Merger Agreement, the TriZetto Charter Amendments
and the Stock Option Plan 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 Transactions or inhibit the timely
consummation of the Transactions, (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 under the Merger Agreement and (d)
except for the
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Transactions, against any merger, consolidation, business combination,
reorganization, recapitalization, liquidation or sale or transfer of any
material assets of TriZetto or the TriZetto Subsidiaries. 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, 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 Transactions 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 Transactions or inhibit the timely consummation of the
Transactions, (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 Transactions 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 Transactions.
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.
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.
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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 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):
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
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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 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
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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 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 and
(iii) the date specified in a written agreement duly executed and delivered by
IMS and each of the Stockholders.
(f) FURTHER ASSURANCES. Each party hereto shall execute and
deliver such additional instruments and other documents and shall take such
further actions as
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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/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President,
Corporate Development
STOCKHOLDERS:
XXXXXXX X. XXXXXXX
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title:
Address: 0000 Xxxxxx Xxxxx
Xxxxxxx, XX 00000
XXXXXXX X. XXXXXXXX
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Xxxxxxxx Family Trust UDT
12/23/98
Title: Grantor
Address: 000 Xxx Xxxxxxx Xxxxx,
Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
XXXXXXX X. XXXXXXXX
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Irrevocable Trust
Title: Grantor
Address: 000 Xxx Xxxxxxx Xxxxx,
Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
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XXXXXXX X. XXXXXX
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title:
Address: 0000 X. 000xx Xx.
Xxxxx, XX 00000
Telecopy: 000-000-0000
KFS MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President, KFS Management, Inc.
Address: 0000 X. 000xx Xx.
Xxxxx, XX 00000
Telecopy: 000-000-0000
XXXXXX X. XXXXXX
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
Address: 00000 Xxxxxx Xxxxx Xx.
Xxxxxx, XX 00000
Telecopy: 000-000-0000
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Exhibit A
STOCKHOLDERS
NAME NUMBER OF SHARES
---- ----------------
Xxxxxxx X. Xxxxxxx 3,017,681(1)
Xxxxxxx X. Xxxxxxxx (Xxxxxxxx Family Trust, UDT 12/23/98) 1,710,000(2)
Xxxxxxx X. Xxxxxxxx (Xxxxxxx X. Xxxxxxxx Irrevocable 150,000(3)
Trust)
Xxxxxxx X. Xxxxxx 250,000
KFS Management, Inc. 162,595
Xxxxxx X. Xxxxxx 270,000(4)
--------
(1) Notwithstanding the Voting Agreement, this excludes 40,000 shares of
TriZetto Common Stock held by Xxxxxxx X. Xxxxxxx and 100,000 shares of
TriZetto Common Stock held by the Xxxxxxx Xxxxxxx Charitable Trust.
(2) Notwithstanding the Voting Agreement, this excludes 50,000 shares of
TriZetto Common Stock held by the Xxxxxxxx Family Trust, UDT 12/23/98 and
150,000 shares of TriZetto Common Stock held by the Xxxxxx Xxxxxxxx
Irrevocable Trust.
(3) Notwithstanding the Voting Agreement, this excludes 50,000 shares of
TriZetto Common Stock held by the Xxxxxxxx Family Trust, UDT 12/23/98 and
150,000 shares of TriZetto Common Stock held by the Xxxxxx Xxxxxxxx
Irrevocable Trust.
(4) Notwithstanding the Voting Agreement, this excludes 30,000 shares of
TriZetto Common Stock held by Xxxxxx X. Xxxxxx.
Exhibit B
STOCKHOLDERS OPTIONS
NAME OPTIONS
---- -------
Xxxxxxx X. Xxxxxxxx 340,000
Xxxxxxx X. Xxxxxx 10,000
Xxxxxx X. Xxxxxx 120,000
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, 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 and adoption of (a) the Agreement and Plan of Reorganization, dated as
of March __, 2000 (the "MERGER AGREEMENT"), by and between TriZetto and IMS, and
the transactions contemplated thereby, (b) the issuance of TriZetto Common Stock
to IMS stockholders pursuant to the Merger Agreement, (c) certain amendments to
TriZetto's certificate of incorporation contemplated by the Merger Agreement,
and (d) a new TriZetto stock option plan in such form and with such number of
available options issuable thereunder as shall be agreed upon by IMS and
TriZetto (collectively, the "TRANSACTIONS"), and AGAINST (a) any action or
agreement that would compete with, impede, interfere with or tend to discourage
the Transactions or inhibit the timely consummation of the Transactions, (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 under
the Merger Agreement, or (c) except for the Transactions, any merger,
consolidation, business combination, reorganization, recapitalization,
liquidation or sale or transfer of any material assets of TriZetto or its
subsidiaries, 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 Transactions or inhibit the timely consummation of the
Transactions, (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 under the Merger Agreement, or (c) except for the
Transactions, any merger, consolidation, business combination, reorganization,
recapitalization, liquidation or sale or transfer of any material assets of
TriZetto or its subsidiaries. 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 March __, 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 March __, 2000
--------------------------------
(Signature of Stockholder)
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
of Common Stock, par value $0.001 per share (the "NEW SHARES"), 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 March __, 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 and adoption of (a) the Agreement and Plan of
Reorganization, dated as of March __, 2000 (the "MERGER AGREEMENT"), by and
between TriZetto and IMS, and the transactions contemplated thereby, (b) the
issuance of TriZetto Common Stock to IMS stockholders pursuant to the Merger
Agreement, (c) certain amendments to TriZetto's certificate of incorporation
contemplated by the Merger Agreement and (d) a new TriZetto stock option plan in
such form and with such number of available options issuable thereunder as shall
be agreed upon by IMS and TriZetto (collectively, the "TRANSACTIONS"), and
AGAINST (a) any action or agreement that would compete with, impede, interfere
with or tend to discourage the Transactions or inhibit the timely consummation
of the Transactions, (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 under the Merger Agreement, or (c) except for the
Transactions, any merger, consolidation, business combination, reorganization,
recapitalization, liquidation or sale or transfer of any material assets of
TriZetto or its subsidiaries, 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 Transactions or inhibit the timely
consummation of the Transactions, (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 under the Merger Agreement, or (c) except
for the Transactions, any merger, consolidation, business combination,
reorganization, recapitalization, liquidation or sale or transfer of any
material assets of TriZetto or its subsidiaries. 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.
Dated , 200
---------------------- ---
--------------------------------
(Signature of Stockholder)
