0001193125-04-083686 Sample Contracts

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 10th, 2004 • Trizetto Group Inc • Services-computer processing & data preparation • Delaware

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made this day of by and among The TriZetto Group, Inc., a Delaware corporation (the “Company”), and (the “Grantee”).

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THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2004 • Trizetto Group Inc • Services-computer processing & data preparation

THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the “Employment Agreement”) is made and entered into this 16th day of February 2004, by and between THE TRIZETTO GROUP, INC., a Delaware corporation (the “Company”), and Jeffrey H. Margolis, an individual (the “Executive”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • May 10th, 2004 • Trizetto Group Inc • Services-computer processing & data preparation • Delaware

This CHANGE OF CONTROL AGREEMENT is entered into by and between The TriZetto Group, Inc. (the “Company”) and (the “Executive”), as of this day of . For purposes of this Agreement, employment with the Company shall include employment with any of the Company’s Affiliates. Capitalized terms not otherwise defined shall have the meanings set forth in Section 10 below.

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