-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KlaGBnHsQXQYYT4MLOTxMOx84aX1tKWbv54V0Y+Ed+FAYCeyN4YmQ1W9HU1RFYEK 8bhgG3mENZ835yCURt2ipQ== 0000912057-00-025677.txt : 20000522 0000912057-00-025677.hdr.sgml : 20000522 ACCESSION NUMBER: 0000912057-00-025677 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20000519 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIZETTO GROUP INC CENTRAL INDEX KEY: 0001092458 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 330761159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-58151 FILM NUMBER: 640519 BUSINESS ADDRESS: STREET 1: 567 NICHOLAS DRIVE SUITE 360 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9497192200 FORMER COMPANY: FORMER CONFORMED NAME: TRIZETTA GROUP INC DATE OF NAME CHANGE: 19990803 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IMS HEALTH INC CENTRAL INDEX KEY: 0001058083 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 061506026 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 NYALA FARMS CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2032224523 MAIL ADDRESS: STREET 1: 200 NYALA FARMS ROAD CITY: WESTPORT STATE: CT ZIP: 06880 SC 13D/A 1 SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* The TriZetto Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 449934108 - -------------------------------------------------------------------------------- (CUSIP Number) Jared Finkelstein IMS Health Incorporated 200 Nyala Farms Westport, Connecticut 06880 (203) 222-3486 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 16, 2000 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. - ---------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------------------------------------------------------- CUSIP NO. 449934108 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON IMS Health Incorporated; I.R.S. Identification No. 06-1506026 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [X]** - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 10,859,694 EACH ----------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,859,694 shares - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.96% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------- ** See Item 4. ITEM 1. SECURITY AND ISSUER. This amended and restated statement on Schedule 13D (the "Statement") relates to the Common Stock, par value $0.001 per share (the "TriZetto Common Stock"), of The TriZetto Group, Inc. ("TriZetto"), a Delaware corporation. The address of the principal executive office of TriZetto is: The TriZetto Group, Inc., 567 San Nicolas Drive, Suite 360, Newport Beach, California 92660. ITEM 2. IDENTITY AND BACKGROUND. The principal business address of IMS Health Incorporated, a Delaware corporation ("IMS"), is: 200 Nyala Farms, Westport, Connecticut 06880. IMS is a provider of information solutions to the pharmaceutical and healthcare industries. (a)-(c); (f) The name, business address, present principal occupation or employment, and the name and principal business of any corporation or other organization in which such employment is conducted of each of the directors and executive officers, as applicable, of IMS is set forth in Exhibit A hereto. Except as otherwise indicated in Exhibit A hereto, each person listed in Exhibit A hereto is a citizen of the United States. (d)-(e) During the last five years, none of IMS or, to the knowledge of IMS, any of the persons listed on Exhibit A hereto, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws, or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. IMS acquired beneficial ownership of the 10,859,694 shares of TriZetto Common Stock to which this Statement relates pursuant to (i) Voting Agreements, dated as of May 16, 2000 (each, a "Voting Agreement", and collectively, the "Voting Agreements"), between IMS and certain stockholders of TriZetto as listed in Exhibit A to each Voting Agreement (the "Stockholders") and (ii) an irrevocable proxy of each of the Stockholders, dated May 16, 2000 (collectively, the "Proxies"), which was delivered by each Stockholder to IMS on May 16, 2000 in accordance with the Voting Agreements. For a description of the Voting Agreements and the Proxies, see "Item 4. Purpose of Transaction" below. Copies of the Voting Agreements and the Proxies are filed as Exhibits B through I respectively, hereto and Exhibits B through I are specifically incorporated herein by reference in response to this Item 3. -2- ITEM 4. PURPOSE OF TRANSACTION. (a)-(j) The purpose of IMS's acquisition of beneficial ownership of the 10,859,694 shares of TriZetto Common Stock to which this Statement relates is to facilitate the consummation of the transactions contemplated by the Agreement and Plan of Reorganization, dated as of May 16, 2000 (the "Merger Agreement"), 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"), pursuant to which Merger Sub will merge with and into Erisco (the "Merger"). Except as otherwise provided in this Statement, capitalized terms that are used but not otherwise defined in this Statement shall have the meaning assigned to such terms in the Merger Agreement, a copy of which was filed as Exhibit 2.1 to IMS's Current Report on Form 8-K, filed May 17, 2000 and which is incorporated herein by reference in its entirety. Pursuant to Instructions For Cover Page (2) to this Schedule 13D, the following is a description of the relationship between IMS and the Stockholders under the Voting Agreements but is not an affirmation by IMS of the existence of a group for purposes of Section 13(d)(3) or Section 13(g)(3) of the Securities Exchange Act of 1934 (the "Act") and Rule 13d-5(b)(1) thereunder. In order to induce IMS to enter into the Merger Agreement, the Stockholders entered into the Voting Agreements with IMS. The Voting Agreements and Proxies supercede the Voting Agreements between the Stockholders and IMS and the proxies delivered by such Stockholders to IMS, in each case dated as of March 28, 2000 (collectively, the "Original Voting Agreements and Original Proxies"), entered into and delivered, as the case may be, by the Stockholders as contemplated by the Original Merger Agreement (as defined below). The Original Voting Agreements and Original Proxies were filed with IMS's statement on Schedule 13D, filed April 7, 2000. Pursuant to the Voting Agreements, each of the Stockholders agreed, among other things, to deliver to IMS an irrevocable proxy to Vote (as defined in the Voting Agreements) their Shares (as defined in the Voting Agreements) and any other shares of capital stock of TriZetto acquired by them after the date of the Voting Agreements and prior to the termination of the Voting Agreements, including without limitation, all Shares acquired upon the exercise of Options (as defined in the Voting Agreements) (i) in favor of the issuance of shares of TriZetto Common Stock to IMS in connection with the Merger (the "Issuance"), (ii) 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 or the Issuance, and (iii) against any action 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. In addition, each Stockholder agreed not to transfer or otherwise dispose of any of their Shares, or any other shares of capital stock of TriZetto acquired by them after the date of the Voting -3- Agreements and prior to the termination of their Voting Agreement, except in accordance with the Voting Agreements. As contemplated by the Voting Agreements, on May 16, 2000 the Stockholders delivered to IMS proxies in respect of the 10,859,694 Shares owned of record by the Stockholders in the aggregate on such date as listed on Exhibit A to the Voting Agreements, to be exercised by IMS in accordance therewith. The foregoing descriptions of the Voting Agreements and the Proxies are qualified in their entirety by reference to the respective agreements and proxies, as the case may be, copies of which are filed hereto as Exhibits B through I, respectively. Exhibits B through I are specifically incorporated herein by reference in response to this Item 4. The foregoing descriptions of the Original Voting Agreements and Original Proxies are qualified in their entirety by reference to the respective agreements and proxies, as the case may be, copies of which were filed as exhibits to IMS's statement on Schedule 13D filed April 7, 2000, and are specifically incorporated herein by reference in response to this Item 4. The transactions contemplated by the Merger Agreement are summarized as follows: On May 16, 2000, TriZetto, Merger Sub, IMS, and Erisco entered into the Merger Agreement, pursuant to which Merger Sub will merge with and into Erisco. Erisco will become a wholly owned subsidiary of TriZetto. As more specifically set forth in the Merger Agreement, IMS will receive a number of shares of TriZetto Common Stock derived by dividing $255 million by the average daily closing price of TriZetto Common Stock for the 15 trading days ending on the third trading day prior to the Closing Date, except that IMS will receive not less than 8,793,103 shares nor more than 12,142,857 shares of TriZetto Common Stock. In addition, by execution of the Merger Agreement, IMS and TriZetto agreed to terminate without liability the Agreement and Plan of Reorganization, dated as of March 28, 2000, between IMS and TriZetto (the "Original Merger Agreement"), that provided for the merger of IMS with and into TriZetto. By their terms, the Original Voting Agreements and Original Proxies were terminated upon termination of the Original Merger Agreement. The Merger is intended to be tax-free to both IMS and TriZetto stockholders and will be accounted for as a purchase of Erisco by TriZetto. As contemplated by the Merger Agreement, IMS will be entitled to designate one director-nominee to the TriZetto board of directors. The Merger is subject to certain regulatory approvals as well as to approval of the Issuance by TriZetto's stockholders. As set forth above, stockholders representing more than a majority of the outstanding common stock of TriZetto have agreed to vote in favor of the Issuance. The Merger is also conditioned upon TriZetto and IMS entering into a Stockholder Agreement and Registration Rights Agreement, forms of which are -4- attached as exhibits to the Merger Agreement, and a Transitional Services Agreement, Data Rights Agreement, and HealthWeb License Agreement, the principal terms of which are more specifically set forth in the Merger Agreement. The Stockholder Agreement imposes certain restrictions on IMS. These restrictions include, without limitation: (i) a standard standstill provision restricting IMS from, among other things, acquiring additional shares of TriZetto Common Stock until the earlier of the fourth anniversary of the Closing Date, or the date on which a Change of Control (as defined in the Stockholder Agreement) of TriZetto shall have occurred or TriZetto shall have publicly announced its willingness to consider a transaction that would constitute a Change of Control; (ii) a share transfer restriction that limits transfers of TriZetto Common Stock by IMS until the earlier of the date two years after the Closing Date, the date on which IMS beneficially owns less than 10% of the outstanding TriZetto Common Stock measured as of the Closing Date, or the date on which a Change of Control of TriZetto shall have occurred; (iii) a right of first refusal for TriZetto on transfers by IMS of more than 10% of the outstanding TriZetto Common Stock measured as of the time of the transfer commencing upon the termination of the share transfer restriction period and continuing until the date on which IMS beneficially owns less than 10% of the outstanding TriZetto Common Stock measured as of the Closing Date (unless a Change of Control of TriZetto shall have occurred); and (iv) a right of first offer for TriZetto on any transfer of TriZetto Common Stock by IMS commencing upon the termination of the share transfer restriction period and continuing until the date on which IMS beneficially owns less than 10% of the outstanding TriZetto Common Stock measured as of the Closing Date (unless a Change of Control of TriZetto shall have occurred). The Stockholder Agreement also grants IMS, for so long as IMS beneficially owns more than 10% of the outstanding TriZetto Common Stock measured as of the Closing Date, (i) the right to designate one director-nominee to the TriZetto Board of Directors and (ii) consent rights regarding certain transactions by TriZetto, subject, in each case, to earlier termination of such rights upon the occurrence of certain events. Pursuant to the Registration Rights Agreement, IMS will be granted registration rights in respect of the shares of TriZetto Common Stock issued to it in connection with the Merger. The Merger Agreement may be terminated by mutual written consent or by either party if (i) the Merger has not been consummated by December 31, 2000, (ii) TriZetto's stockholders fail to approve the Issuance, or (iii) there exists an injunction preventing the Merger. The Merger Agreement may also be terminated by one party if the other party breaches in any material respect a representation or warranty or fails to materially perform a covenant, which breach or failure would give rise to the failure of a condition to be satisfied and is not cured or incapable of being cured. The foregoing descriptions of the Merger Agreement, including the forms of the Stockholder Agreement and Registration Rights Agreement, are qualified in their entirety by reference to the respective agreements, copies of which were filed with IMS's Current Report on Form 8-K filed May 17, 2000, each such form being attached as an -5- exhibit to the Merger Agreement. The Merger Agreement and the forms of the Stockholder Agreement and Registration Rights Agreement are specifically incorporated herein by reference in response to this Item 4. Except as set forth in this Statement, the Voting Agreements, the Proxies, and the Merger Agreement, including the forms of the Stockholder Agreement and Registration Rights Agreement, each such form being attached as an exhibit to the Merger Agreement, none of IMS or, to the best of IMS's knowledge, any of the individuals named in Exhibit A hereto, has any plans or proposals which relate to or which would result in or relate to any of the actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. (a) Pursuant to the Voting Agreements and the Proxies, IMS beneficially owns 10,859,694 shares of TriZetto Common Stock representing, based on TriZetto's management representations as of May 12, 2000, approximately 50.96% of the outstanding shares of TriZetto Common Stock. Except as set forth in this Item 5, none of IMS or, to the best of IMS's knowledge, any of the individuals named in Exhibit A hereto beneficially owns any shares of TriZetto Common Stock. (b) Pursuant to the Voting Agreements and the Proxies, IMS has shared power to vote 10,859,694 shares of TriZetto Common Stock with the Stockholders. IMS shares the power to vote 3,032,681 shares of TriZetto Common Stock with Raymond D. Croghan. Raymond D. Croghan is a United States citizen whose business address is: 370 Interlocken Blvd., 4th Floor, Broomfield, CO 80021. His present principal occupation or employment is President, Croghan & Associates, Inc. IMS shares the power to vote 1,860,000 shares of TriZetto Common Stock with Jeffrey Margolis, who beneficially owns such shares of TriZetto Common Stock through the Margolis Family Trust, UDT 12/23/98, and the Jeffrey H. Margolis Irrevocable Trust. Jeffrey H. Margolis is a United States citizen whose business address is: The TriZetto Group, 567 San Nicolas Drive, Suite 360, Newport Beach, California 92660. His present principal occupation or employment is Chairman and CEO of TriZetto. IMS shares the power to vote 295,000 shares of TriZetto Common Stock with Daniel J. Spirek. Daniel J. Spirek is a United States citizen whose business address is: 12626 Summit Ridge Rd., Parker, CO 80138. His present principal occupation or employment is Executive Vice President, Transformation Services, of TriZetto. IMS shares the power to vote 250,000 shares of TriZetto Common Stock with William E. Fisher. William E. Fisher is a United States citizen whose business address is: -6- 1304 N. 139th St., Omaha, NE 68154. His present principal occupation or employment is Chairman of Transaction Systems Architects, Inc. IMS shares the power to vote 162,595 shares of TriZetto Common Stock with KFS Management, Inc ("KFS"). The principal business address of KFS is: 11225 Davenport Street, Suite 103, Omaha, NE 68154. KFS, a South Dakota corporation, is an entity whose primary business is investment management. The executive officers of KFS are William E. Fisher, President, Michael Scheier, Vice President, and John Morey, Secretary and Treasurer. The directors of KFS are William E. Fisher and Michael Scheier. Each of the executive officers and directors are United States citizens. Mr. Scheier's and Mr. Morey principal business address and principal business is the same as that of KFS. IMS shares the power to vote 2,680,746 shares of TriZetto Common Stock with Delphi Ventures IV, L.P. The principal business address of Delphi Ventures IV, L.P. is: 300 Sand Hill Road, Building One, Suite 135, Menlo Park, CA 94025. Delphi Ventures IV, L.P., a Delaware limited partnership, is a venture capital firm. Donald J. Lothrop, a director of TriZetto and United States citizen, is the managing member of Delphi Management Partners IV, LLC, the general partner of Delphi Ventures IV, L.P. The other members of Delphi Management Partners IV, LLC are Jim Bochnowski and David Douglass, both United States citizens. Mr. Lothrop's, Mr. Bochnowski's, Mr. Douglass' and Delphi Management Partners IV, LLC's business address and principal business is the same as that of Delphi Ventures IV, L.P. IMS shares the power to vote 1,289,336 shares of TriZetto Common Stock with Fidelity Ventures Limited ("FVL"). The principal business address of FVL is: 82 Devonshire Street, R25C, Boston, Massachusetts, 02109. FVL, a Massachusetts limited partnership, is a wholly owned subsidiary of FMR Corp, and is a private equity concern. Fidelity Capital Associates, Inc., a Massachusetts corporation and a wholly-owned subsidiary of FMR Corp., is the general partner of FVL. The sole limited partner of FVL is FMR Corp. Information with respect to the partners of FVL and its directors and executive officers is set forth in Exhibit F hereto. IMS shares the power to vote 874,126 shares of TriZetto Common Stock with Fidelity Investors Limited Partnership ("FILP"). The principal business address of Fidelity Investors Limited Partnership is: 82 Devonshire Street, R25C, Boston, Massachusetts, 02109. FILP, a Delaware limited partnership, is a private equity fund. Fidelity Investors Management, LLC, a Delaware limited liability company ("FIML"), is the general partner and investment manager of FILP, and is an investment manager registered under Section 203 of the Investment Advisers Act of 1940. Information with respect to the general partner of FILP and its executive officers and directors is set forth in Exhibit G attached hereto. IMS shares the power to vote 415,210 shares of TriZetto Common Stock with Fidelity Investors II Limited Partnership ("FILP II"). The principal business address of FILP II is: 82 Devonshire Street, R25C, Boston, Massachusetts, 02109. FILP II, a -7- Delaware limited partnership, is a private equity fund. FIML is the general partner and investment manager of FILP II. Information with respect to the general partner of FILP II and its executive officers and directors is set forth in Exhibit G attached hereto. To the knowledge of IMS none of Raymond D. Croghan, Jeffrey H. Margolis, Daniel J. Spirek, William E. Fisher, KFS Management, Inc., Delphi Ventures IV, L.P., Fidelity Venture Limited, Fidelity Investors Limited Partnership, and Fidelity Investors II Limited Partnership nor to the best of IMS's knowledge, any of the directors, partners, or officers of the Stockholders has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws, or finding any violation with respect to such laws. (c) Except with respect to the transactions contemplated by the Voting Agreements, the Proxies, the Merger Agreement, including the forms of the Stockholder Agreement and Registration Rights Agreement, each such form being attached as an exhibit to the Merger Agreement, the Original Merger Agreement, and the Original Voting Agreements and Original Proxies, which are described in response to Item 4 above and incorporated herein by reference, none of IMS, or to the best of IMS's knowledge, any of the individuals named in Exhibit A hereto, has effected any transaction in TriZetto Common Stock during the past 60 days. The descriptions of the transactions contemplated by the Voting Agreements, the Proxies, the Merger Agreement, including the forms of the Stockholder Agreement and Registration Rights Agreement, each such form being attached as an exhibit to the Merger Agreement, the Original Merger Agreement, and the Original Voting Agreements and Original Proxies in Item 4 are qualified in their entirety by reference to the respective agreements and documents, as the case may be. Copies of the Voting Agreements and Proxies are filed hereto as Exhibits B through I, copies of the Merger Agreement, including the forms of the Stockholder Agreement and Registration Rights Agreement, each such form being attached as an exhibit to the Merger Agreement, were filed with IMS's Current Report on Form 8-K filed May 17, 2000, copies of the Original Merger Agreement and the exhibits thereto were filed with IMS's Current Report on Form 8-K filed March 31, 2000, and copies of the Original Voting Agreements and Original Proxies were filed with IMS's statement on Schedule 13D filed April 7, 2000. Exhibits B through I, IMS's Current Report on Form 8-K filed May 17, 2000, IMS's Current Report on Form 8-K filed March 31, 2000, and IMS's statement on Schedule 13D filed April 7, 2000 are specifically incorporated herein by reference in answer to this Item 5. (d) Except as set forth in this Item 5, no other person is known by IMS to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the TriZetto Common Stock beneficially owned by IMS. (e) Not applicable. -8- ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. See "Item 4. Purpose of Transaction" for a description of the Voting Agreements, the Proxies, the Merger Agreement, including the forms of the Stockholder Agreement and Registration Rights Agreement, each such form being attached as an exhibit to the Merger Agreement, the Original Merger Agreement, and the Original Voting Agreements and Original Proxies, which are qualified in their entirety by reference to the respective agreements and documents, as the case may be. Copies of the Voting Agreements and Proxies are filed hereto as Exhibits B through I, copies of the Merger Agreement, including the forms of the Stockholder Agreement and Registration Right Agreement, each such form being attached as an exhibit to the Merger Agreement, were filed with IMS's Current Report on Form 8-K filed May 17, 2000, and copies of the Original Merger Agreement and the exhibits thereto were filed with IMS's Current Report on Form 8-K filed March 31, 2000. Exhibits B through I, IMS's Current Report on Form 8-K filed May 17, 2000, and IMS's Current Report on Form 8-K filed March 31, 2000 are specifically incorporated herein by reference in answer to this Item 6. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A Directors and Executive Officers of IMS Health Incorporated. Exhibit B Voting Agreement, dated as of May 16, 2000, among the undersigned stockholders of The TriZetto Group, Inc. and IMS Health Incorporated. Exhibit C Voting Agreement, dated as of May 16, 2000, among the undersigned stockholders of The TriZetto Group, Inc. and IMS Health Incorporated. Exhibit D Voting Agreement, dated as of May 16, 2000, among the undersigned stockholders of The TriZetto Group, Inc. and IMS Health Incorporated. Exhibit E Voting Agreement, dated as of May 16, 2000, among the undersigned stockholders of The TriZetto Group, Inc. and IMS Health Incorporated. Exhibit F Voting Agreement, dated as of May 16, 2000, among the undersigned stockholders of The TriZetto Group, Inc. and IMS Health Incorporated. Exhibit G Voting Agreement, dated as of May 16, 2000, among the undersigned stockholders of The TriZetto Group, Inc. and IMS Health Incorporated. -9- Exhibit H Voting Agreement, dated as of May 16, 2000, among the undersigned stockholders of The TriZetto Group, Inc. and IMS Health Incorporated. Exhibit I Proxies, dated as of May 16, 2000, by the undersigned stockholders of The TriZetto Group, Inc. Exhibit J Partners of Fidelity Venture Limited and directors and executive officers thereof. Exhibit K General Partner of FILP and FILP II and directors and executive officers thereof. -10- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: May 19, 2000 IMS HEALTH INCORPORATED By: /s/ CRAIG R. KUSSMAN -------------------------------- Name: Craig R. Kussman Title: Senior Vice President, Corporate Development -11- EX-99.A 2 EXHIBIT 99-A EXHIBIT 99.A DIRECTORS AND EXECUTIVE OFFICERS OF IMS HEALTH INCORPORATED The name, present principal occupation or employment, and the name of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of IMS Health Incorporated ("IMS") is set forth below. Except as set forth below each of the directors and executive officers is a citizen of the United States. The business address of each director and officer is IMS Health Incorporated, 200 Nyala Farms, Westport, CT 06880. Unless otherwise indicated, each occupation set forth opposite an executive officer's name refers to employment with IMS. Name and Business Present Principal Occupation or Employment - ----------------- ------------------------------------------ Directors - --------- Clifford L. Alexander, Jr. Chairman and Chief Executive Officer, The Dun & Bradstreet Corporation, Murray Hill, New Jersey Victoria R. Fash President and Chief Executive Officer, IMS Health Incorporated John P. Imlay, Jr. Chairman, Imlay Investments, Inc., Atlanta, Georgia Robert J. Kamerschen Chairman and Chief Executive Officer, DIMAC Marketing Corporation, Atlanta, Georgia Robert J. Lanigan Limited Partner, Palladium Equity Partners, New York, New York H. Eugene Lockhart President - Consumer Services, AT&T Corp., New York, New York M. Bernard Puckett Private Investor, Jackson, Mississippi William C. Van Faasen President and Chief Executive Officer, Blue Cross and Blue Shield of Massachusetts, Boston, MA Robert E. Weissman Chairman, IMS Health Incorporated Name and Business Present Principal Occupation or Employment - ----------------- ------------------------------------------ Executive Officers - ------------------ Victoria R. Fash President and Chief Executive Officer Matthew L. Friedman Vice President and Treasurer Craig S. Kussman Senior Vice President - Corporate Development James C. Malone Senior Vice President - Finance and Controller, and Acting Chief Financial Officer David H. Owen* Senior Vice President - Global Human Resources David Stevens* Senior Vice President - General Counsel and Corporate Secretary Robert E. Weissman Chairman of the Board of Directors Wayne P. Yetter Chief Operating Officer - ---------- * Citizen of the United Kingdom * Citizen of the United Kingdom EX-99.B 3 EX-99.B Exhibit 99(B) 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). 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. 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") and except as set forth on EXHIBIT A owns the TriZetto Common Stock free and clear of all liens, claims, charges, security interests or other encumbrances and, except for this Agreement,the Merger Agreement and as set forth on EXHIBIT A, 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, 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 2 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, except as set forth on EXHIBIT A 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. 3 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 200 Nyala Farms Westport, Connecticut 06880 Attention: Chief Executive Officer Telecopy: (203) 222-4247 With copies, which shall not constitute notice, to: IMS Health Incorporated 200 Nyala Farms Westport, Connecticut 06880 Attention: David Stevens Jared Finkelstein Telecopy: (203) 222-4268 and 4 Sullivan & Cromwell 125 Broad Street New York, New York 10004 Attention: Alan J. Sinsheimer Keith A. Pagnani Telecopy: (212) 558-3588 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. 567 San Nicolas Drive Newport Beach, California 92660 Attention: General Counsel Telecopy: (949) 219-2197 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. 5 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, (iii) the date specified in a written agreement duly executed and delivered by IMS and each of the Stockholders, and (iv) December 31, 2000. The parties acknowledge that the Voting Agreement previously executed on March 28, 2000 is hereby terminated upon the execution of this Agreement. (f) FURTHER ASSURANCES. Each party hereto shall execute and deliver such additional instruments and other documents and shall take such further actions as 6 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. 7 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above. IMS HEALTH INCORPORATED By: /S/ Robert E. Weissman ----------------------------- Name: Robert E. Weissman Title: Chairman of the Board STOCKHOLDERS: By: /S/ Raymond D. Croghan ----------------------------- Name: Raymond D. Croghan Title: Address: 7360 Island Green, Boulder, CO 80301 8 EXHIBIT A STOCKHOLDERS
NAME NUMBER OF SHARES - ---- ---------------- Raymond D. Croghan 3,032,681
Notwithstanding the Voting Agreement, this excludes 100,000 shares of TriZetto Common Stock held by Raymond D. Croghan. In addition, Raymond D. Croghan has or shall be permitted to pledge shares to collateralize up to $4,000,000 of debt or other instruments. On June 10, 1999, Raymond D. Croghan granted Jeffrey H. Margolis the option to purchase up to 550,000 shares of the common stock owned by Raymond D. Croghan. Mr. Margolis may exercise his option to purchase these shares for $6.50 per share up and until June 10, 2004. A-1 EXHIBIT B STOCKHOLDERS OPTIONS
NAME OPTIONS - ---- -------
B-1 EXHIBIT C FORM OF PROXY The undersigned, for consideration received, hereby appoints Victoria Fash 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) C-1 EXHIBIT D FORM OF PROXY The undersigned, for consideration received, hereby appoints Victoria Fash 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 the 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. Dated _______________________, 200_ -------------------------------- (Signature of Stockholder) D-1 EX-99.C 4 EX-99.C Exhibit 99(C) VOTING AGREEMENT VOTING AGREEMENT (the "AGREEMENT"), dated as of May 16, 2000, among the undersigned stockholder (the "STOCKHOLDER") 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, 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 Stockholder wishes 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 STOCKHOLDER. The Stockholder 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 the 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. The Stockholder 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 the Stockholder 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 2 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. The Stockholder agrees that it will not, nor will it permit any entity or person under its 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. The Stockholder 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 and 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, the Stockholder 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 the 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. The Stockholder 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 the 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. The Stockholder also severally agrees that any New Shares 3 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 200 Nyala Farms Westport, Connecticut 06880 Attention: Chief Executive Officer Telecopy: (203) 222-4247 With copies, which shall not constitute notice, to: IMS Health Incorporated 200 Nyala Farms 4 Westport, Connecticut 06880 Attention: David Stevens Jared Finkelstein Telecopy: (203) 222-4268 and Sullivan & Cromwell 125 Broad Street New York, New York 10004 Attention: Alan J. Sinsheimer Keith A. Pagnani Telecopy: (212) 558-3588 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. 567 San Nicolas Drive Newport Beach, California 92660 Attention: General Counsel Telecopy: (949) 219-2197 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 5 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. 6 (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 the Stockholder. (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. 7 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above. IMS HEALTH INCORPORATED By: /S/ ROBERT E. WEISSMAN ------------------------- Name: Robert E. Weissman Title: Chairman of the Board STOCKHOLDER: DELPHI VENTURES IV, L.P. By: Delphi Management Partners IV, LLC General Partner By: /S/ DONALD LOTHROP ---------------------- Name: Donald Lothrop Title: Managing Member of the General Partner Address: 300 Sand Hill Road, Building One, Suite 135, Menlo Park, CA 94025 8 EXHIBIT A STOCKHOLDER
NAME NUMBER OF SHARES - ---- ---------------- Delphi Ventures IV, L.P. 2,680,746
Notwithstanding the Voting Agreement, this excludes 55,268 shares of TriZetto Common Stock held by Delphi BioInvestments IV, L.P. A-1 EXHIBIT B STOCKHOLDER OPTIONS
NAME OPTIONS - ---- -------
B-1 EXHIBIT C FORM OF PROXY The undersigned, for consideration received, hereby appoints Victoria Fash 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, between the undersigned and IMS, terminates in accordance with its terms, at which time this proxy shall expire. Dated May ___, 2000 -------------------------------- (Signature of Stockholder) C-1 EXHIBIT D FORM OF PROXY The undersigned, for consideration received, hereby appoints Victoria Fash 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 between 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. Dated ____________________, 200_ -------------------------------- (Signature of Stockholder) D-1 EX-99.D 5 EX-99.D 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; Edward C. Johnson 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, 2 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 3 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): 4 If to IMS: IMS Health Incorporated 200 Nyala Farms Westport, Connecticut 06880 Attention: Chief Executive Officer Telecopy: (203) 222-4247 With copies, which shall not constitute notice, to: IMS Health Incorporated 200 Nyala Farms Westport, Connecticut 06880 Attention: David Stevens Jared Finkelstein Telecopy: (203) 222-4268 and Sullivan & Cromwell 125 Broad Street New York, New York 10004 Attention: Alan J. Sinsheimer Keith A. Pagnani Telecopy: (212) 558-3588 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. 567 San Nicolas Drive Newport Beach, California 92660 Attention: General Counsel Telecopy: (949) 219-2197 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 5 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. 7 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above. IMS HEALTH INCORPORATED By: /S/ ROBERT E. WEISSMAN ----------------------------- Name: Robert E. Weissman Title: Chairman of the Board STOCKHOLDERS: FIDELITY VENTURES LIMITED By: Fidelity Capital Associates, Inc., its General Partner By: /S/ JOHN J. REMONDI --------------------------------- Name: John J. Remondi Title: Vice President Address: 82 Devonshire St.-R25C, Boston, MA 02109 FIDELITY INVESTORS LIMITED PARTNERSHIP By: Fidelity Investors Management, LLC, its General Partner By: /S/ JOHN J. REMONDI --------------------------------- Name: John J. Remondi Title: President Address: 82 Devonshire St.-R25C, Boston, MA 02109 FIDELITY INVESTORS II LIMITED PARTNERSHIP By: Fidelity Investors Management, LLC, its General Partner By: /S/ JOHN J. REMONDI --------------------------------- Name: John J. Remondi Title: President Address: 82 Devonshire St.-R25C, Boston, MA 02109 8 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 Victoria Fash 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 Victoria Fash 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 Victoria Fash 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 EX-99.E 6 EX-99.E Exhibit 99(E) 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). 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. 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 1 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, 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 2 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. 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. 3 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 200 Nyala Farms Westport, Connecticut 06880 Attention: Chief Executive Officer Telecopy: (203) 222-4247 With copies, which shall not constitute notice, to: IMS Health Incorporated 200 Nyala Farms Westport, Connecticut 06880 Attention: David Stevens Jared Finkelstein Telecopy: (203) 222-4268 and 4 Sullivan & Cromwell 125 Broad Street New York, New York 10004 Attention: Alan J. Sinsheimer Keith A. Pagnani Telecopy: (212) 558-3588 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. 567 San Nicolas Drive Newport Beach, California 92660 Attention: General Counsel Telecopy: (949) 219-2197 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. 5 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, (iii) the date specified in a written agreement duly executed and delivered by IMS and each of the Stockholders, and (iv) December 31, 2000. The parties acknowledge that the Voting Agreement previously executed on March 28, 2000 is hereby terminated upon the execution of this Agreement. (f) FURTHER ASSURANCES. Each party hereto shall execute and deliver such additional instruments and other documents and shall take such further actions as 6 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. 7 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above. IMS HEALTH INCORPORATED By: /S/ ROBERT E. WEISSMAN ----------------------------- Name: Robert E. Weissman Title: Chairman of the Board STOCKHOLDERS: WILLIAM E. FISHER By: /S/ WILLIAN E. FISHER ----------------------------- Name: William E. Fisher Title: Address: 1304 N. 139th St., Omaha, NE 68154 8 EXHIBIT A STOCKHOLDERS
NAME NUMBER OF SHARES - ---- ---------------- William E. Fisher 250,000
A-1 EXHIBIT B STOCKHOLDERS OPTIONS
NAME OPTIONS - ---- ------- William E. Fisher 10,000
B-1 EXHIBIT C FORM OF PROXY The undersigned, for consideration received, hereby appoints Victoria Fash 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) C-1 EXHIBIT D FORM OF PROXY The undersigned, for consideration received, hereby appoints Victoria Fash 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 the 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. Dated ____________________, 200_ -------------------------------- (Signature of Stockholder) D-1 EX-99.F 7 EX-99.F Exhibit 99(F) 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). 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. 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, 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 2 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, except as set forth on EXHIBIT A. 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. 3 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 200 Nyala Farms Westport, Connecticut 06880 Attention: Chief Executive Officer Telecopy: (203) 222-4247 With copies, which shall not constitute notice, to: IMS Health Incorporated 200 Nyala Farms Westport, Connecticut 06880 Attention: David Stevens Jared Finkelstein Telecopy: (203) 222-4268 and 4 Sullivan & Cromwell 125 Broad Street New York, New York 10004 Attention: Alan J. Sinsheimer Keith A. Pagnani Telecopy: (212) 558-3588 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. 567 San Nicolas Drive Newport Beach, California 92660 Attention: General Counsel Telecopy: (949) 219-2197 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. 5 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, (iii) the date specified in a written agreement duly executed and delivered by IMS and each of the Stockholders, and (iv) December 31, 2000. The parties acknowledge that the Voting Agreement previously executed on March 28, 2000 is hereby terminated upon the execution of this Agreement. (f) FURTHER ASSURANCES. Each party hereto shall execute and deliver such additional instruments and other documents and shall take such further actions as 6 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. 7 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above. IMS HEALTH INCORPORATED By: /S/ ROBERT E. WEISSMAN ----------------------------- Name: Robert E. Weissman Title: Chairman of the Board STOCKHOLDERS: KFS MANAGEMENT, INC. By: /S/ WILLIAM E. FISHER ----------------------- Name: William E. Fisher Title: President Address: 11225 Davenport Street, Suite 103, Omaha, NE 68154 8 EXHIBIT A STOCKHOLDERS
NAME NUMBER OF SHARES - ---- ---------------- KFS Management, Inc. 162,595
Notwithstanding this Voting Agreement, KFS Management, Inc., shall be permitted to pledge all of its shares to secure debt or other instruments. A-1 EXHIBIT B STOCKHOLDERS OPTIONS
NAME OPTIONS - ---- ------- None
B-1 EXHIBIT C FORM OF PROXY The undersigned, for consideration received, hereby appoints Victoria Fash 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) C-1 EXHIBIT D FORM OF PROXY The undersigned, for consideration received, hereby appoints Victoria Fash 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 the 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. Dated ____________________, 200_ -------------------------------- (Signature of Stockholder) D-1 EX-99.G 8 EX-99.G Exhibit 99(G) 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). 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. 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, 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 2 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. 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. 3 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 200 Nyala Farms Westport, Connecticut 06880 Attention: Chief Executive Officer Telecopy: (203) 222-4247 With copies, which shall not constitute notice, to: IMS Health Incorporated 200 Nyala Farms Westport, Connecticut 06880 Attention: David Stevens Jared Finkelstein Telecopy: (203) 222-4268 and 4 Sullivan & Cromwell 125 Broad Street New York, New York 10004 Attention: Alan J. Sinsheimer Keith A. Pagnani Telecopy: (212) 558-3588 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. 567 San Nicolas Drive Newport Beach, California 92660 Attention: General Counsel Telecopy: (949) 219-2197 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. 5 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, (iii) the date specified in a written agreement duly executed and delivered by IMS and each of the Stockholders, and (iv) December 31, 2000. The parties acknowledge that the Voting Agreement previously executed on March 28, 2000 is hereby terminated upon the execution of this Agreement. (f) FURTHER ASSURANCES. Each party hereto shall execute and deliver such additional instruments and other documents and shall take such further actions as 6 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. 7 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above. IMS HEALTH INCORPORATED By: /s/ Robert E. Weissman ---------------------------- Name: Robert E. Weissman Title: Chairman of the Board STOCKHOLDERS: By: /s/ Jeffrey H. Margolis, Trustee -------------------------------- Name: Jeffrey H. Margolis Title: Trustee, Margolis Family Trust Address: 567 San Nicolas Drive, Suite 360, Newport Beach, CA 92660 By: /s/ Jeffrey H. Margolis, Trustee --------------------------------- Name: Jeffrey H. Margolis Title: Trustee, Jeffrey H. Margolis Irrevocable Trust Address: 567 San Nicolas Drive, Suite 360, Newport Beach, CA 92660 8 EXHIBIT A STOCKHOLDERS
NAME NUMBER OF SHARES - ---- ---------------- Jeffrey H. Margolis (Margolis Family Trust, UDT 12/23/98) 1,710,000 Jeffrey H. Margolis (Jeffery H. Margolis Irrevocable Trust) 150,000
Notwithstanding the Voting Agreement, this excludes 50,000 shares of TriZetto Common Stock held by the Margolis Family Trust, UDT 12/23/98 and 150,000 shares of TriZetto Common Stock held by the Debbie Margolis Irrevocable Trust. A-1 EXHIBIT B STOCKHOLDERS OPTIONS
NAME OPTIONS - ---- ------- Jeffrey H. Margolis 340,000
On June 10, 1999, Raymond D. Croghan granted Jeffrey H. Margolis the option to purchase up to 550,000 shares of the common stock owned by Raymond D. Croghan. Mr. Margolis may exercise his option to purchase these shares for $6.50 per share up and until June 10, 2004. B-1 EXHIBIT C FORM OF PROXY The undersigned, for consideration received, hereby appoints Victoria Fash 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) C-1 EXHIBIT D FORM OF PROXY The undersigned, for consideration received, hereby appoints Victoria Fash 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 the 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. Dated ____________________, 200_ -------------------------------- (Signature of Stockholder) -------------------------------- (Signature of Stockholder) D-1 EX-99.H 9 EX-99.H Exhibit 99(H) 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). 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. 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") and except as set forth on EXHIBIT A owns the TriZetto Common Stock free and clear of all liens, claims, charges, security interests or other encumbrances and, except for this Agreement, the Merger Agreement, and as set forth on EXHIBIT A, 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, 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 2 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, except as set forth on EXHIBIT A. 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. 3 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 200 Nyala Farms Westport, Connecticut 06880 Attention: Chief Executive Officer Telecopy: (203) 222-4247 With copies, which shall not constitute notice, to: IMS Health Incorporated 200 Nyala Farms Westport, Connecticut 06880 Attention: David Stevens Jared Finkelstein Telecopy: (203) 222-4268 and 4 Sullivan & Cromwell 125 Broad Street New York, New York 10004 Attention: Alan J. Sinsheimer Keith A. Pagnani Telecopy: (212) 558-3588 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. 567 San Nicolas Drive Newport Beach, California 92660 Attention: General Counsel Telecopy: (949) 219-2197 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. 5 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, (iii) the date specified in a written agreement duly executed and delivered by IMS and each of the Stockholders, and (iv) December 31, 2000. The parties acknowledge that the Voting Agreement previously executed on March 28, 2000 is hereby terminated upon the execution of this Agreement. (f) FURTHER ASSURANCES. Each party hereto shall execute and deliver such additional instruments and other documents and shall take such further actions as 6 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. 7 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above. IMS HEALTH INCORPORATED By: /S/ ROBERT E. WEISSMAN ---------------------------- Name: Robert E. Weissman Title: Chairman of the Board STOCKHOLDERS: DANIEL J. SPIREK By: /S/ DANIEL J. SPIREK -------------------- Name: Daniel J. Spirek Title: Executive Vice President Address: 12626 Summit Ridge Rd., Parker, CO 80138 8 EXHIBIT A STOCKHOLDERS
NAME NUMBER OF SHARES - ---- ---------------- Daniel J. Spirek 295,000
Notwithstanding the Voting Agreement, this excludes 30,000 shares of TriZetto Common Stock held by Daniel J. Spirek. Notwithstanding the Voting Agreement, Daniel J. Spirek has or shall be permitted to pledge up to 20,000 shares to collateralize debt or other instruments. A-1 EXHIBIT B STOCKHOLDERS OPTIONS
NAME OPTIONS - ---- ------- Daniel J. Spirek 95,000
B-1 EXHIBIT C FORM OF PROXY The undersigned, for consideration received, hereby appoints Victoria Fash 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) C-1 EXHIBIT D FORM OF PROXY The undersigned, for consideration received, hereby appoints Victoria Fash 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 the 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. Dated ____________________, 200_ -------------------------------- (Signature of Stockholder) D-1 EX-99.I 10 EX-99.I Exhibit 99(I) PROXY The undersigned, for consideration received, hereby appoints Victoria Fash 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 16, 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 16, 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 16, 2000 /S/ RAYMOND D. CROGHAN ------------------------- (Signature of Stockholder) PROXY The undersigned, for consideration received, hereby appoints Victoria Fash 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 16, 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 16, 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 16, 2000 Delphi Ventures IV, L.P. By: Delphi Management Partners IV, LLC General Partner By: /S/ DONALD LOTHROP ------------------ Managing Member of the General Partner (Signature of Stockholder) PROXY The undersigned, for consideration received, hereby appoints Victoria Fash 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 16, 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 16, 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 16, 2000 FIDELITY VENTURES LIMITED By: Fidelity Capital Associates, Inc., its General Partner By: /S/ JOHN J. REMONDI -------------------- Vice President FIDELITY INVESTORS LIMITED PARTNERSHIP By: Fidelity Investors Management, LLC, its General Partner /S/ JOHN J. REMONDI ------------------------- President (Signature of Stockholder) FIDELITY INVESTORS II LIMITED PARTNERSHIP By: Fidelity Investors Management, LLC, its General Partner /S/ JOHN J. REMONDI -------------------------- President (Signature of Stockholder) PROXY The undersigned, for consideration received, hereby appoints Victoria Fash 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 16, 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 16, 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 16, 2000 /S/ WILLIAM E. FISHER ------------------------- (Signature of Stockholder) PROXY The undersigned, for consideration received, hereby appoints Victoria Fash 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 16, 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 16, 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 16, 2000 /S/ JEFFREY H. MARGOLIS, TRUSTEE -------------------------------- Trustee, Margolis Family Trust (Signature of Stockholder) /S/ JEFFREY H. MARGOLIS, TRUSTEE -------------------------------- Trustee, Jeffrey H. Margolis Irrevocable Trust (Signature of Stockholder) PROXY The undersigned, for consideration received, hereby appoints Victoria Fash 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 16, 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 16, 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 16, 2000 /S/ DANIEL J. SPIREK ------------------------ (Signature of Stockholder) PROXY The undersigned, for consideration received, hereby appoints Victoria Fash 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 16, 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 16, 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 16, 2000 KFS Management, Inc. /S/ WILLIAM E. FISHER -------------------------- President (Signature of Stockholder) EX-99.J 11 EX-99.J EXHIBIT 99.J PARTNERS OF FIDELITY VENTURES LIMITED AND DIRECTORS AND EXECUTIVE OFFICERS THEREOF Fidelity Ventures Limited ("FVL"), a private equity concern, is a limited partnership of which Fidelity Capital Associates, Inc. ("FCA") is the general partner and a wholly owned subsidiary of FMR Corp., a diversified financial services company. FMR Corp. is the limited partner of FVL and holds a majority interest in FVL. The following table sets forth the name and present principal occupation or employment, and material occupations, positions, offices or employment of the directors and executive officers of FCA and FMR Corp. Each person is a citizen of the United States (except Mr. Kelly, who is a citizen of Canada), with a principal business address of 82 Devonshire Street, Boston, MA 02109. To the knowledge of IMS Health Incorporated, none of the individuals set forth below has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. None of the individuals set forth below has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Name Present Principal Occupation or Employment ---- ------------------------------------------ FIDELITY CAPITAL ASSOCIATES, INC. --------------------------------- William R. Elfers Vice President of FCA. Managing Director of Fidelity Ventures and Chairman and Chief Executive Officer of Community Newspaper Company. George K. Hertz Vice President of FCA. Managing Director of Fidelity Ventures. Timothy T. Hilton President and Director of FCA. President of Fidelity Ventures Robert E. Ketterson Jr Vice President of FCA. Vice President of Fidelity Ventures. Peter Mann Vice President of FCA. Stephen G. Manning Chief Financial Officer and Vice President of FCA. Paul L. Mucci Vice President of FCA. John J. Remondi Vice President and Director of FCA. President of Fidelity Investors Management LLC. Managing Director of Fidelity Ventures. Laurel M. Watts Vice President of FCA. Chief Administrative Officer of Fidelity Capital. Name Present Principal Occupation or Employment ---- ------------------------------------------ FMR CORP. --------- Stephen P. Akin President of Fidelity Capital. J. Gary Burkhead Vice Chairman and Director of FMR Corp. William L. Byrnes Director of FMR Corp. James C. Curvey President and Chief Operating Officer of FMR Corp. and Director of FMR Corp. Steven E. Elterich President of Fidelity E-Commerce . Ilene B. Jacobs Executive Vice President, Human Resources of FMR Corp. Abigail P. Johnson Director of FMR Corp. Senior Vice president and Associate Director of Fidelity Management & Research Company. Edward C. Johnson 3d Chairman of the Board and Chief Executive Officer of FMR Corp. and Director of FMR Corp. Stephen P. Jonas Executive Vice President and Chief Financial Officer of FMR Corp. Timothy T. Hilton President of Fidelity Ventures. Kevin J. Kelly President of Fidelity Investments Institutional Services Company, Inc. Mark A. Peterson President of Fidelity Corporate Systems and Services. Robert C. Pozen President of Fidelity Management & Research Company. Robert L. Reynolds President of Fidelity Investments Institutional Retirement Group. Roger T. Servison President of Fidelity Brokerage Services Japan, LLC . David C. Weinstein Executive Vice President and Chief of Administration and Government Affairs of FMR Corp. George A. Vanderheiden Director of FMR Corp. Senior Vice President of Fidelity Management & Research Company. EX-99.K 12 EX-99.K EXHIBIT 99.K GENERAL PARTNER OF FIDELITY INVESTORS LIMITED PARTNERSHIP AND FIDELITY INVESTORS II LIMITED PARTNERSHIP AND DIRECTORS AND EXECUTIVE OFFICERS THEREOF Fidelity Investors Limited Partnership ("FILP") and Fidelity Investors II Limited Partnership ("FILP II") are private equity funds. FILP and FILP II are limited partnerships of which Fidelity Investors Management, LLC ("FIM") is the general partner. The following table sets forth the name and present principal occupation or employment of the directors and executive officers of FIM. Each person is a citizen of the United States with a principal business address of 82 Devonshire Street, Boston, MA 02109. To the knowledge of IMS Health Incorporated, none of the individuals set forth below has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. None of the individuals set forth below has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Name Present Principal Occupation or Employment ---- ------------------------------------------ FIDELITY INVESTORS MANAGEMENT, LLC - ---------------------------------- James C. Curvey Director of FIM. President and Chief Operating Officer of FMR Corp. and Director of FMR Corp. Donald S. Heaton Vice President and Treasurer of FIM. Senior Vice President, Finance of Fidelity Ventures. Timothy T. Hilton Director of FIM. President of Fidelity Ventures. Edward C. Johnson 3d Chairman of the Board of FIM. Chairman of the Board and Chief Executive Officer of FMR Corp. and Director of FMR Corp. John J. Remondi President of FIM. Managing Director of Fidelity Ventures. Vice President of FCA. David C. Weinstein Vice President of FIM. Executive Vice President and Chief of Administration and Government Affairs of FMR Corp. -----END PRIVACY-ENHANCED MESSAGE-----