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Settlement Agreement and Mutual Release Amendment

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Escrow Agreement

THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of (the "Effective Date"), by and among , a corporation ("TriZetto"), the parties listed on Exhibit A attached hereto (collectively, the "Finserv Securityholders"), as the representative of the Finserv Securityholders (the "Representative"), and as escrow agent (the "Escrow Agent").

RECITALS

WHEREAS, TriZetto, , a corporation ("Finserv"), and the Finserv Securityholders have entered into an Agreement and Plan of Merger dated as of (the "Merger Agreement"), pursuant to which , a corporation and wholly-owned subsidiary of TriZetto ("Merger Sub"), shall be merged with and into Finserv (the "Merger"), with Finserv to be the surviving corporation of the Merger.

WHEREAS, the Merger Agreement provides that shares of the Merger Consideration will be withheld from the Finserv Securityholders and will be placed in an escrow established in accordance with this Agreement to secure the indemnification obligations under Article 8 of the Merger Agreement and to secure adjustments to the Consideration pursuant to Sections 2.5 and 2.6 of the Merger Agreement.

WHEREAS, the parties desire to enter into this Agreement to establish the terms and conditions under which the escrow will be established and maintained.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, representations, warranties, covenants and agreements herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:

1. CERTAIN DEFINED TERMS.

1.1 TERMS DEFINED IN MERGER AGREEMENT. Capitalized terms used in this Agreement and not otherwise defined herein shall have the same meanings given to such terms in the Merger Agreement.

1.2 ESCROW. As used herein, the "Escrow" means the escrow and the Escrow Account established pursuant to this Agreement in which the Escrowed Property will be held to secure the indemnification obligations of the Finserv Securityholders in accordance with Article 8 of the Merger Agreement and to secure adjustments to the Consideration pursuant to Sections 2.5 and 2.6 of the Merger Agreement.

1.3 ESCROWED PROPERTY. As used herein, the "Escrowed Property" means, collectively: (a) shares of TriZetto Common Stock issued in respect of the conversion of all outstanding shares of Finserv Stock in the Merger (the "Escrow Shares") and the Stock Powers executed and delivered by the Finserv Securityholders; (b) all interest or other amounts paid with respect to such Escrow Shares; and (c) all other property other than cash dividends issued or paid with respect to any Escrow Shares that are deposited in the Escrow Account pursuant to this Agreement, all of which shall be deemed to be "Escrowed Property" upon deposit in the Escrow Account.

1.4 TERMINATION DATE. "Termination Date" means the one year anniversary of the Effective Time of the Merger.

2. AGREEMENT.

2.1 INDEMNIFICATION BY FINSERV SECURITYHOLDERS. By virtue of the Finserv Securityholders' execution and delivery of the Merger Agreement, the Finserv Securityholders have agreed, and by executing this Agreement each Finserv Securityholder hereby confirms that such Finserv Securityholder agrees, subject to the terms and conditions of this Agreement, Article 8 of the Merger Agreement and Sections 2.5 and 2.6 of the Merger Agreement:

(a) to indemnify and hold harmless TriZetto, its officers, directors, stockholders, employees and agents from and against any and all Claims and Liabilities to the extent provided in Article 8 of the Merger Agreement;

(b) to establish the Escrow pursuant to this Agreement to secure the indemnification obligations of the Finserv Securityholders under Article 8 of the Merger Agreement and to secure the adjustment to the Consideration which may be made under Sections 2.5 and 2.6 of the Merger Agreement;

(c) without limiting such Finserv Securityholder's obligations under paragraphs (a) and (b) above, that:

(i) in the event TriZetto incurs any Claims and Liabilities provided in Article 8 of the Merger Agreement, the Escrowed Property shall, subject to the provisions of the Merger Agreement and this Agreement, be transferred to TriZetto to compensate TriZetto for such Claims and Liabilities, with the portion of the Escrowed Property to be so transferred pro rata as to each Claim and Liability among the Finserv Securityholders according to each Finserv Securityholder's Pro Rata Share;

(ii) to the extent necessary under Sections 2.5 and 2.6 of the Merger Agreement, the Escrowed Property with a value equal to the amount of the necessary adjustment to the Consideration shall be transferred to TriZetto to adjust the Consideration accordingly, pro rata based on each Finserv Securityholder's Pro Rata Share;

(d) to appoint the Representative as the Finserv Securityholders' representative, attorney-in-fact and agent for purposes of this Agreement; and

(e) to all of the other terms and conditions of this Agreement.

3. FORMATION OF ESCROW ACCOUNT.

3.1 DELIVERY AND DEPOSIT OF ESCROWED PROPERTY. Upon the execution of this Agreement by all parties hereto, TriZetto will promptly deliver to the Escrow Agent the Escrow Shares in the form of duly authorized and executed stock certificates issued in the respective names of the Finserv Securityholders, and each Finserv Securityholder will promptly deliver duly executed Stock Powers signed in blank. The Escrow Agent agrees to accept delivery of the Escrowed Property and to hold the same in escrow in an escrow account, subject to the terms and conditions of this Agreement.

3.2 DISTRIBUTIONS, CONVERSIONS, VOTING AND RIGHTS OF OWNERSHIP. So long as the Escrow is in effect, dividends payable in stock or securities and other distributions will be immediately delivered to the Escrow Agent and held on the same terms and conditions as the Escrow Shares. The Finserv Securityholders will have the right to exercise any and all rights to vote the Escrow Shares deposited in the Escrow Account for their account so long as such Escrow Shares are held in the Escrow and have not been released to TriZetto. The Finserv Securityholders will retain and be able to exercise all other incidents of ownership not inconsistent with this Agreement.

3.3 NO TRANSFER OR ENCUMBRANCE. Except as expressly permitted, no Escrowed Property may be sold, assigned, pledged, encumbered or otherwise transferred.

3.4 TREATMENT OF ESCROWED PROPERTY. The Escrowed Property shall be held by the Escrow Agent as a trust fund and shall not be subject to any lien, attachment, trustee process or other judicial process of any creditor of any party hereto.

3.5 INVESTMENT OF FUNDS. The cash portion of the Escrowed Property, if any, shall be invested and reinvested by the Escrow Agent, upon the instruction of the Representative, in U.S. Treasury obligations or other permitted instruments.

4. ADMINISTRATION OF ESCROW ACCOUNT.

4.1 CLAIM NOTICE. If TriZetto asserts a claim for indemnification or adjustment to the Consideration on or prior to the Termination Date, then TriZetto shall promptly give written notice of such claim to the Representative and the Escrow Agent.

4.2 RESPONSE NOTICE. Within 30 days after delivery of a Claim Notice, the Representative shall give a written response and either agree, partially agree, or contest release of the Escrowed Property.

4.3 RELEASE WITHOUT CONTEST. If the Representative agrees or is deemed to have agreed, the Escrow Agent shall promptly deliver the applicable Escrowed Property to TriZetto.

4.4 VALUE OF ESCROWED PROPERTY. Cash shall be valued at its U.S. dollar amount and TriZetto Stock shall be valued by market price or board determination, as applicable.

5. ARBITRATION OF CONTESTED RELEASES.

5.1 ARBITRATION OF DISPUTES OVER ESCROW RELEASE. Any contested amount shall be settled by mandatory binding arbitration in Orange County, California.

5.2 ARBITRATOR. Unless otherwise agreed, arbitration will be heard by a single arbitrator.

5.3 SELECTION OF ARBITRATOR. The arbitrator shall be selected from a list of qualified attorneys with relevant business law and technology experience.

5.4 TIME FOR ARBITRATION DECISION; EFFECT. The arbitrator shall decide each dispute within 90 days after selection.

5.5 ACTIONS OF ESCROW AGENT PENDING ARBITRATION. The Escrow Agent shall hold contested property until settlement, award, or court order.

5.6 NO RESPONSIBILITY OF ESCROW AGENT TO RESOLVE DISPUTE. The Escrow Agent will not determine the controversy or take action until the dispute has been resolved.

5.7 RIGHT TO COUNSEL. Each party has the right to employ its own legal counsel at its own expense.

5.8 COMPENSATION OF ARBITRATOR; ATTORNEYS' FEES. Arbitration expenses shall generally be split as provided in the Agreement.

5.9 BURDEN OF PROOF. The burden of proof shall be as it would be in a judicial proceeding.

5.10 EXCLUSIVE REMEDY. Arbitration shall be the sole and exclusive remedy for disputes over release of Escrowed Property, except as otherwise provided.

6. PAYMENT OF REMAINING ESCROWED PROPERTY TO FINSERV SECURITYHOLDERS.

6.1 ON TERMINATION DATE. On the Termination Date, the Escrow Agent shall deliver a statement of the value of the remaining Escrowed Property and unresolved claims. Any excess balance shall be distributed to the Finserv Securityholders.

6.2 DISTRIBUTION OF THE ESCROWED PROPERTY. All distributions shall be made so that each Finserv Securityholder receives his Pro Rata Share of the total amount of each type of property.

6.3 DELIVERY METHODS. Delivery shall be by nationally recognized overnight courier.

6.4 POWER TO TRANSFER ESCROW AMOUNTS. The Escrow Agent is granted power to effect any transfer permitted or required by the Agreement.

7. FEES AND EXPENSES OF ESCROW AGENT AND REPRESENTATIVE.

7.1 ESCROW AGENT. TriZetto shall pay the Escrow Agent's standard fees, subject to extraordinary fees and expenses as provided.

7.2 REPRESENTATIVE. The Representative shall be reimbursed for reasonable expenses incurred in performing duties hereunder.

7.3 ESCROW AGENT'S EXTRAORDINARY FEES. Extraordinary services may be separately compensated and reimbursed.

8. LIABILITY AND AUTHORITY OF REPRESENTATIVE; SUCCESSORS AND ASSIGNEES.

8.1 LIMITS ON LIABILITY. The Representative shall incur no liability except for willful misconduct or gross negligence.

8.2 SUCCESSOR REPRESENTATIVES. A successor Representative shall be elected by majority vote in the event of death, disability or resignation.

8.3 AUTHORITY OF REPRESENTATIVE. The Representative shall have full power and authority to represent the Finserv Securityholders with respect to matters arising under this Agreement.

9. LIMITATION OF ESCROW AGENT'S RESPONSIBILITY AND LIABILITY.

9.1 LIMITATION OF RESPONSIBILITY. The Escrow Agent's duties are limited to those set forth in this Agreement.

9.2 LIMITATION OF LIABILITY. The Escrow Agent shall incur no liability except for gross negligence or willful misconduct.

9.3 INDEMNITY. TriZetto and each Finserv Securityholder shall indemnify and hold harmless the Escrow Agent as provided herein.

9.4 PARTICIPATION IN DEFENSE OF THE ESCROW AGENT. Each Indemnifying Party may participate in the defense of any claim against the Escrow Agent.

9.5 NOTICE OF CLAIMS AGAINST ESCROW AGENT. The Escrow Agent shall notify each Indemnifying Party of any claim or action within ten business days after receipt.

9.6 RELIANCE. The Escrow Agent may rely upon court orders, judgments, certifications and other writings delivered in compliance with the Agreement.

9.7 NO IMPLIED DUTIES; COLLATERAL AGREEMENTS. No implied covenants or obligations shall be inferred against the Escrow Agent.

10. SUCCESSOR ESCROW AGENT.

The Escrow Agent may resign upon not less than 30 days' prior written notice, and a successor Escrow Agent shall be appointed in accordance with the Agreement. TriZetto and the Representative may appoint a successor Escrow Agent, subject to the specified requirements.

11. TERMINATION.

This Agreement shall terminate upon the earlier of the Termination Date or the release of all Escrowed Property in accordance with this Agreement.

12. MISCELLANEOUS.

12.1 NOTICES. All notices shall be in writing and sent to the addresses below.

Escrow Agent: Bankers Trust Company of California N.A., 1761 East St. Andrew Place, Santa Ana, California 92705, Attention: Alan Sueda

TriZetto or Merger Sub: The TriZetto Group, Inc., 567 San Nicolas Drive, Suite 360, Newport Beach, CA 92660, Attention: Jeffrey H. Margolis, Ph: (949) 718-4940, Fax: (949) 718-4944, Email: jeff.margolis@trizetto.com

Finserv: Finserv Health Care Systems, Inc., 29 Delwick Lane, Short Hills, New Jersey 07078, Attn: Stuart Schloss, Ph: (973) 467-8154, Fax: (973) 467-4734

Finserv Securityholders: To the address set forth on Exhibit A.

12.2 AMENDMENT. This Agreement may be amended only by written agreement of TriZetto, the Escrow Agent and the Representative.

12.3 WAIVER. Any extension or waiver must be set forth in a written instrument signed by the party to be bound.

12.4 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure or delay in exercising any right shall impair such right.

12.5 HEADINGS. Headings are for reference only.

12.6 SEVERABILITY. If any term is invalid, the remaining provisions shall remain in full force and effect.

12.7 ENTIRE AGREEMENT. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof.

12.8 BENEFITS; ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.

12.9 GOVERNING LAW. This Agreement shall be governed by the laws of the State of Delaware.

12.10 COUNTERPARTS. This Agreement may be executed in counterparts.

12.11 GENDER. References to the masculine gender shall include feminine and neuter genders and entities.

12.12 ADDITIONAL ACTIONS AND DOCUMENTS. Each party agrees to take further actions and execute further documents as reasonably requested to effectuate the Agreement.

THE TRIZETTO GROUP, INC., THE "COMPANY"

By: _____________________________________

Name:

Title:

BANKERS TRUST COMPANY OF CALIFORNIA, N.A., "ESCROW AGENT"

By: _____________________________________

Name:

Title:

STUART SCHLOSS, "REPRESENTATIVE" AND "FINSERV SECURITYHOLDER"

Signature: _____________________________________

Name:

FINSERV SECURITYHOLDERS

________________________________________

Franc Richardson

________________________________________

Olga Pizzo

________________________________________

William Nice

Additional Securityholder:

Pro Rata Share:

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What this Settlement Agreement and Mutual Release Amendment Is

A Settlement Agreement and Mutual Release Amendment modifies an existing settlement by changing terms such as payment schedules, release scope, or effective dates while preserving the original release framework. It documents mutual consent to alter specific provisions, confirms consideration where required, and restates release language to avoid unintended liabilities. Parties typically attach the amendment to the original agreement, reference original execution dates, and include a signature block for each party. Careful drafting avoids ambiguity about which terms remain in force and which are superseded by the amendment.

Why an Amendment Matters for Ongoing Settlements

An amendment provides a clear, enforceable record when parties agree to change settlement details without reopening full litigation. It limits future disputes by confirming mutual intent, preserves the original release’s protective scope, and documents consideration or concession required to validate the modification.

Why an Amendment Matters for Ongoing Settlements

Who Commonly Prepares or Signs These Amendments

Several professional roles regularly prepare, review, or execute settlement amendments depending on context and industry.

  • Corporate counsel for defendants or claimants managing agreement modifications and compliance review.
  • Claims administrators and insurance adjusters formalizing revised payment plans or coverage offsets.
  • Individual parties or claimant representatives signing to accept revised terms and final releases.

Ensure each signer has authority and that the amendment references the original settlement precisely to prevent interpretation issues.

Primary Signers and Decision-Makers

Corporate Counsel

Corporate counsel typically drafts and approves amendment language, confirms consideration is adequate under contract law, and certifies execution authority. They ensure the amendment aligns with corporate governance and any indemnity or confidentiality clauses remain consistent with the original settlement.

Claims Administrator

Claims administrators or insurers implement payment changes, record revised release scopes, and monitor compliance. Their signature or ratification often triggers payment schedules and closes administrative claim files once the amendment conditions are met.

Key Data and Security Elements to Include

Encryption: AES-256 at rest
Transport: TLS 1.2/1.3
Authentication: Multi-factor options
Audit Trail: Timestamps and IP
Compliance: ESIGN and UETA
HIPAA: BAA required if PHI

Common Risks and Legal Consequences

Ambiguous Scope: May revive disputes
Missing Consideration: Contract defect risk
Incorrect Dates: Invalid effective term
Unauthorized Signature: Enforceability challenge
Tax Reporting: IRS reporting issues
Failure to Notarize: State evidence problems

Frequent Preparation Mistakes to Avoid

  • Not referencing the original settlement precisely, which creates uncertainty about which provisions are amended and which survive.
  • Failing to state consideration or mutual waiver explicitly, leaving the amendment vulnerable to being deemed illusory under contract law.
  • Using inconsistent party names or misspelled legal entity information, causing signature and enforcement complications.
  • Overlooking tax or reporting obligations tied to revised payments, which can trigger information return penalties or withholding duties.

How Amendments Are Used in Different Scenarios

Two concise examples illustrate typical uses and drafting focus when amending a settlement agreement.

Real Estate Dispute Amendment

A landlord and tenant extend the payment schedule to avoid eviction

  • Payment schedule extended six months with revised milestones
  • The amendment references the original lease and settlement, confirms no further claims for past rent, and requires signatures and a notary where state law expects acknowledgement.

Employment Separation Amendment

Employer and ex-employee alter severance installments after budget changes

  • Larger lump-sum replaced by installment payments
  • The amendment restates release language, adds confidentiality reinforcement, specifies tax withholding treatment, and requires written assent from both parties and counsel where applicable.

Step-by-Step: Completing the Amendment

Follow these sequential steps to prepare, review, and execute a clear settlement amendment.

  • 01
    Identify Original: Reference original agreement date and parties.
  • 02
    Specify Changes: Describe precisely which clauses are amended.
  • 03
    Confirm Consideration: State what each party gives or receives.
  • 04
    Sign and Date: All parties sign, date, and initial pages if needed.

Typical Execution and Notification Flow

This sequence shows how the amendment moves from draft to final distribution and recordkeeping.

  • Drafting: Counsel prepares amendment text with references.
  • Review: Parties and counsel negotiate and redline.
  • Execution: Signatures collected, notarized if required.
  • Distribution: Final copies sent and retained by each party.

Essential Elements of a Professional Amendment

A well-drafted amendment balances brevity with clarity, ensuring enforceability while minimizing room for interpretation disputes.

Reference Clause

Cite the original agreement by title, date, and parties so the amendment is clearly linked to the prior settlement and avoids ambiguity about scope.

Amendment Text

Spell out exact substitutions, deletions, or additions with paragraph and section identifiers to show precisely which provisions change.

Consideration Statement

Describe the consideration or mutual concessions supporting the amendment to satisfy contract law requirements for modification.

Release Confirmation

Confirm whether the original mutual release remains in force, is modified, or is superseded, and define surviving claims explicitly.

Execution Block

Provide signature lines, printed names, titles, dates, and, if needed, corporate attestation or board resolution references for authority.

Notary / Witness

Include notary acknowledgment or witness lines when state law or evidentiary concerns make such authentication advisable.

Practical Tips for Accurate Amendments

Practical drafting and administrative steps reduce enforceability risk and streamline implementation across parties.

Use Precise References and Cross-Links
Always identify the exact clause numbers or exhibit references being changed. Vague language invites litigation and makes compliance tracking difficult across multiple documents.
Document Consideration Concretely
State monetary amounts, services, or credits exchanged as consideration. If non-monetary, describe measurable performance or release scope to avoid claims of gratuitous modification.
Confirm Signing Authority in Writing
Obtain corporate resolutions or signed authority letters when entities sign. This prevents later challenges that signatures exceeded organizational authority.
Preserve Audit Trails for Electronic Execution
When using eSignatures, retain the platform audit trail showing intent, attribution, timestamps, and IP addresses to support enforceability if disputed.

Time-Sensitive Dates to Track

Certain dates affect obligations, tax reporting, and statute-of-limitations timing; monitor and record them accurately.

Effective Date:

Enter as MM/DD/YYYY; determines when obligations begin.

Payment Deadlines:

State precise due dates and cure periods for missed payments.

Tax Reporting Dates:

Reportable payments may trigger IRS deadlines and information returns.

Execution Deadline:

Specify when parties must sign to accept amendments.

Record Retention Start:

Note when retention periods begin for document lifecycle.

Key Milestones From Draft to Enforcement

A sequential milestone view helps teams allocate responsibilities and meet legal timing requirements.

01

Draft Completion

Finalize language and reference original agreement sections for clarity.

02

Internal Approval

Obtain corporate or insurer approvals before external circulation.

03

Execution Window

Collect all signatures within agreed period to avoid lapsing offers.

04

Post-Execution Actions

Trigger payments, dismissals, or administrative closures as the amendment directs.

Configuring an Electronic Amendment Workflow

Set workflow fields and authentication to match document sensitivity and signatory expectations.

Field Configuration
Signature Type Electronic signature with audit trail
Authentication Email link or SMS code; consider stronger ID verification
Notarization Need Enable RON or in-person notarization as required
Retention Policy Set automatic storage and export to secure repository

Technical Options for eSigning and Distribution

Choose a platform that supports secure eSign, notarization workflows, and export to standard formats.

  • File Formats: PDF and DOCX supported
  • Integrations: Salesforce, NetSuite, Microsoft 365
  • Authentication: SMS code, KBA, or SSO

Confirm the platform provides audit trails, encryption, and export options for long-term storage and legal evidence.

eSignature Provider Comparison for Executing Amendments

Neutral comparison of common eSignature vendors and key plan features relevant to settlement amendment execution and notarization workflows.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Frequently Asked Questions About Amendments and eSigning

Answers to common legal and technical questions about executing Settlement Agreement and Mutual Release Amendments electronically and in person.


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