EXHIBIT D
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). 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 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 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 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
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; 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 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
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 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, PROVIDED, however, that with respect to the
Fidelity Entities 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.
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:
FIDELITY VENTURES LIMITED
By: /s/ Xxxx X. Xxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
Address: 00 Xxxxxxxxxx Xx.
Xxxxxx, XX 00000
FIDELITY INVESTORS LIMITED PARTNERSHIP
By: Fidelity Investors Management LLC,
General Partner
By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
Address: 00 Xxxxxxxxxx Xx.
Xxxxxx, XX 00000
FIDELITY INVESTORS II LIMITED PARTNERSHIP
By: Fidelity Investors Management LLC,
General Partner
By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
Address: 00 Xxxxxxxxxx Xx.
Xxxxxx, XX 00000
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
Exhibit B
STOCKHOLDERS OPTIONS
NAME OPTIONS
---- -------
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)
