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                                                                    Exhibit 10.1

                           CHANGE OF CONTROL AGREEMENT


         This CHANGE OF CONTROL AGREEMENT is entered into by and between The
TriZetto Group, Inc. (the "Company") and ______________ (the "Executive"), as of
this 18th day of February 2000. For purposes of this Agreement, employment with
the Company shall include employment with any of the Company's Affiliates.
Capitalized terms not otherwise defined shall have the meanings set forth in
Section 10 below.

                                    RECITALS

         Whereas, the Company's Board of Directors (the "Board") has determined
that it is in the best interests of the Company and its stockholders to assure
that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change in Control of
the Company.

         Now therefore, in consideration of the mutual covenants contained
herein, the parties hereby agree as follows:

                                    AGREEMENT

1)       EMPLOYMENT PERIOD.

         a)       The Company hereby agrees to continue to employ the Executive,
                  and the Executive hereby agrees to remain employed by the
                  Company, subject to the terms and conditions of this
                  Agreement, for the period commencing on the Effective Date and
                  ending on the _____ anniversary of such Effective Date (the
                  "Employment Period").

         b)       The Executive and the Company acknowledge that, except as may
                  otherwise be provided under any other written agreement
                  between the Executive and the Company, the employment of the
                  Executive by the Company is "at will" and, subject to Section
                  10(i) hereof, prior to the Effective Date, the Executive's
                  employment and/or this Agreement may be terminated by either
                  the Executive or the Company at any time prior to the
                  Effective Date, in which case the Executive may have no
                  further rights under this Agreement.

2)       TERMS OF EMPLOYMENT.

         a)       POSITION AND DUTIES.

                  i)       During the Employment Period, the Executive's
                           position (including status, offices, titles and
                           reporting requirements), authority, duties and
                           responsibilities shall be at least commensurate in
                           all material respects with the most significant of
                           those held, exercised and assigned at any time during
                           the 120-day period immediately preceding the
                           Effective Date.

                  ii)      During the Employment Period, and excluding any
                           periods of vacation and sick leave to which the
                           Executive is entitled, the
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                           Executive agrees to devote reasonable attention and
                           time during normal business hours to the business and
                           affairs of the Company and, to the extent necessary
                           to discharge the responsibilities assigned to the
                           Executive hereunder, to use the Executive's
                           reasonable best efforts to perform faithfully and
                           efficiently such responsibilities. During the
                           Employment Period, it shall not be a violation of
                           this Agreement for the Executive to (A) serve on
                           corporate, civic or charitable boards or committees,
                           (B) deliver lectures, fulfill speaking engagements or
                           teach at educational institutions, and (C) manage
                           personal investments, so long as such activities do
                           not significantly interfere with the performance of
                           the Executive's responsibilities as an employee of
                           the Company in accordance with this Agreement. To the
                           extent that the Executive prior to the Effective Date
                           has conducted any such activities prior to the
                           Effective Date, the continued conduct of such
                           activities (or the conduct of activities similar in
                           nature and scope thereto) subsequent to the Effective
                           Date shall not be deemed to interfere with the
                           performance of the Executive's responsibilities to
                           the Company.

         b)       COMPENSATION.

                  i)       BASE SALARY. During the Employment Period, the
                           Executive shall receive an annual base salary
                           ("Annual Base Salary"), which shall be paid at a
                           monthly rate, at least equal to twelve times the
                           highest monthly base salary paid or payable,
                           including any base salary which has been earned but
                           deferred, to the Executive by the Company and its
                           Affiliates in respect of the twelve month period
                           immediately preceding the month in which the
                           Effective Date occurs. During the Employment Period,
                           the Annual Base Salary shall be reviewed no more than
                           twelve months after the last salary increase awarded
                           to the Executive prior to the Effective Date and
                           thereafter at least annually. Any increase in Annual
                           Base Salary shall not serve to limit or reduce any
                           other obligation to the Executive under this
                           Agreement. Annual Base Salary as utilized in this
                           Agreement shall refer to Annual Base Salary as so
                           increased.

                  ii)      OTHER BENEFITS. During the Employment Period, the
                           Executive shall be entitled to participate in all
                           incentive, savings, retirement, welfare benefit,
                           vacation and sick leave plans, practices, policies
                           and programs applicable generally to other peer
                           executives of the Company and its Affiliates.

3)       TERMINATION OF EMPLOYMENT.

         a)       DEATH OR DISABILITY. The Executive's employment shall
                  terminate automatically upon the Executive's death during the
                  Employment Period. If the Company determines in good faith
                  that the Disability of the Executive has occurred during the
                  Employment Period, it may give the Executive written notice in
                  accordance with Section 11(b) of this


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                  Agreement of its intention to terminate the Executive's
                  employment. In such event, the Executive's employment with the
                  Company shall terminate effective on the 30th day after
                  receipt of such notice by the Executive (the "Disability
                  Effective Date"); provided that, within the 30 days after such
                  receipt, the Executive shall not have returned to full-time
                  performance of the Executive's duties.

         b)       CAUSE. The Company may terminate the Executive's employment
                  during the Employment Period for "Cause" based upon any of the
                  following occurrences:

                  i)       The willful and continued failure of the Executive to
                           perform substantially the Executive's duties with the
                           Company or its Affiliates (other than any such
                           failure resulting from incapacity due to physical or
                           mental illness), after a written demand for
                           substantial performance is delivered to the Executive
                           by the Board or the Chief Executive Officer of the
                           Company which specifically identifies the manner in
                           which the Board or Chief Executive Officer believes
                           that the Executive has not substantially performed
                           the Executive's duties; or

                  ii)      The willful engaging by the Executive in illegal
                           conduct or gross misconduct that is materially and
                           demonstrably injurious to the Company.

                  For purposes of this subsection, no act or failure to act, on
                  the part of the Executive, shall be considered "willful"
                  unless it is done, or omitted to be done, by the Executive in
                  bad faith or without reasonable belief that the Executive's
                  action or omission was in the best interests of the Company.
                  Any act, or failure to act, based upon authority given
                  pursuant to a resolution duly adopted by the Board or upon the
                  instructions of the Chief Executive Officer or other senior
                  officer of the Company or based upon the advice of counsel for
                  the Company shall be conclusively presumed to be done, or
                  omitted to be done, by the Executive in good faith and in the
                  best interests of the Company. The cessation of employment of
                  the Executive shall not be deemed to be for Cause unless and
                  until there shall have been delivered to the Executive a copy
                  of a resolution duly adopted by the affirmative vote of not
                  less than three-quarters of the Board at a meeting of the
                  Board called and held for such purpose (after reasonable
                  notice is given to the Executive and the Executive is given an
                  opportunity, together with counsel, to be heard before the
                  Board), finding that, in the good faith opinion of the Board,
                  the Executive is guilty of the conduct described in
                  subparagraph (i) or (ii) above, and specifying the particulars
                  thereof in detail.

         c)       GOOD REASON. The Executive may terminate the Executive's
                  employment for Good Reason.

                  i)       "Good Reason" shall mean any of the following
                           occurrences:



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                           (1)      The assignment to the Executive of any
                                    duties inconsistent in any material respect
                                    with the Executive's position (including
                                    status, offices, titles and reporting
                                    requirements), authority, duties or
                                    responsibilities as contemplated by Section
                                    2(a) of this Agreement, or any other action
                                    by the Company which results in material
                                    diminution in such position, authority,
                                    duties or responsibilities;

                           (2)      Any failure by the Company to comply with
                                    any of the provisions of Section 2(b) of
                                    this Agreement, other than an isolated
                                    insubstantial and inadvertent failure not
                                    occurring in bad faith and which is remedied
                                    by the Company promptly after receipt of
                                    notice thereof given by the Executive;

                           (3)      Any purported termination by the Company of
                                    the Executive's employment otherwise than as
                                    expressly permitted by this Agreement;

                           (4)      Any failure by the Company to comply with
                                    and satisfy Section 9(c) of this Agreement;
                                    or

                           (5)      The required move of the Executive's
                                    principal place of employment outside of
                                    [Newport Beach, California/ ___________].

                  ii)      Any claim or controversy arising out of or relating
                           to any determination of Good Reason made by the
                           Executive shall be settled by arbitration in Orange
                           County, California, in accordance with the following:

                           (1)      Each party shall appoint its own arbitrator
                                    and the two arbitrators shall choose a
                                    third, impartial arbitrator as umpire before
                                    the date set for the hearing. If a party
                                    fails to appoint its arbitrator within 30
                                    days after having either received or given
                                    the notice requesting arbitration, the other
                                    shall appoint the second arbitrator. If the
                                    two arbitrators fail to appoint the umpire
                                    within 30 days after their appointments,
                                    either party may apply to the Orange County
                                    Superior Court of the State of California to
                                    appoint an impartial umpire. The umpire
                                    shall promptly notify all parties to the
                                    arbitration of his selection.

                           (2)      The arbitration shall be conducted pursuant
                                    to the provisions of the California Code of
                                    Civil Procedure, including the rules
                                    pertaining to discovery.

                           (3)      Within a reasonable time after completion of
                                    the arbitration, the arbitrators shall
                                    prepare a written opinion, a copy of which
                                    shall be delivered to each party.


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                           (4)      The parties shall share equally the expenses
                                    of arbitration, including the arbitrator's
                                    fee, provided however, that the arbitrators,
                                    in their discretion, may award costs to the
                                    prevailing party.

         d)       NOTICE OF TERMINATION. Any termination by the Company for
                  Cause, or by the Executive for Good Reason, shall be
                  communicated by Notice of Termination to the other party
                  hereto given in accordance with Section 11(b) of this
                  Agreement.

4)       OBLIGATIONS OF THE COMPANY OR EXECUTIVE UPON TERMINATION.

         a)       GOOD REASON; OTHER THAN FOR CAUSE, DEATH, OR DISABILITY. If
                  during the Employment Period, the Company shall terminate the
                  Executive's employment other than for Cause, Death or
                  Disability, or the Executive shall terminate for Good Reason,
                  such termination, for purposes of this Section 4(a), shall
                  constitute separation from, and cessation of duties for, the
                  Company as of the Date of Termination. Under such
                  circumstances, the Company shall pay to the Executive the
                  following payments and benefits:

                  i)       Bi-weekly salary continuation at the Executive's
                           Annual Base Salary as if the Executive had remained
                           employed through the end of the Employment Period;

                  ii)      Medical and dental coverage continuation as if the
                           Executive had remained employed through the end of
                           the Employment Period at the Executive's benefit
                           level as of the Date of Termination;

                  iii)     Life insurance coverage continuation, through the end
                           of the Employment Period at the Executive's benefit
                           level as of the Date of Termination;

                  iv)      Outplacement services consistent with the Company's
                           outplacement policy, if any, for a person at the
                           Executive's job classification or position;

                  v)       A payment on the last day of the Employment Period in
                           an amount equal to the sum of (A) the additional
                           contributions that would have been allocated to the
                           Executive's 401(k) account, if any, if the Executive
                           had remained employed through the end of the
                           Employment Period;

                  vi)      Payment within 30 days of the Date of Termination of
                           all accrued vacation, holiday and personal leave days
                           as of the Date of Termination; and

                  vii)     Payment of any unpaid incentive compensation that
                           Executive earned through the date of Termination in
                           accordance with the terms of any applicable incentive
                           compensation plan.


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         The Company reserves the right to deduct from any applicable sum those
         amounts required by law. Any money owed to the Company by Executive may
         be deducted from the amounts payable pursuant to this Section 5(a). All
         accruals of vacation, holiday and personal leave shall end on the Date
         of Termination. The payments called for in this Section 5(a) shall be
         in lieu of and discharge any obligations of the Company to Executive
         for compensation, accrued vacation, accrued personal leave days,
         accrued holidays, incentive compensation, car allowances, or any other
         expectations or remuneration or benefit on the part of the Executive.

         b)       DEATH. If the Executive's employment is terminated by reason
                  of the Executive's death during the Employment Period, this
                  Agreement shall terminate without further obligations to the
                  Executive's legal representatives under this Agreement, other
                  than for payment of accrued obligations and the timely payment
                  or provision of other benefits under any plan, program, policy
                  or practice of TriZetto in accordance with the terms of such
                  plan, program, policy or practice (the "Other Benefits").
                  Accrued obligations shall be paid to the Executive's estate or
                  beneficiary, as applicable, in a lump sum in cash within 30
                  days of the Date of Termination.

         c)       DISABILITY. If the Executive's employment is terminated by
                  reason of the Executive's Disability during the Employment
                  Period, this Agreement shall terminate without further
                  obligations to the Executive, other than for payment of
                  accrued obligations and the timely payment or provision of
                  Other Benefits. Accrued obligations shall be paid to the
                  Executive in a lump sum in cash within 30 days of the Date of
                  Termination.

         d)       CAUSE, OTHER THAN FOR GOOD REASON. If the Executive's
                  employment shall be terminated for Cause during the Employment
                  Period, this Agreement shall terminate without further
                  obligations to the Executive other than the obligation to pay
                  to the Executive (i) his or her Annual Base Salary through the
                  Date of Termination, (ii) the amount of any compensation
                  previously deferred by the Executive, and (iii) Other
                  Benefits, in each case to the extent unpaid. If the Executive
                  voluntarily terminates employment during the Employment
                  Period, except a termination for Good Reason, this Agreement
                  shall terminate without further obligations to the Executive,
                  other than for accrued obligations and the timely payment or
                  provision of Other Benefits. In such case, all accrued
                  obligations shall be paid to the Executive in a lump sum in
                  cash within 30 days of the Date of Termination.

         e)       ACCELERATION OF OPTIONS. The Board has determined that a
                  Change of Control as defined herein will constitute a Change
                  in Control Event for purposes of Section 3.3.2 of the
                  Company's 1998 Plan. Therefore, if the Executive's employment
                  is terminated other than voluntarily, for Cause, Death or
                  Disability prior to the end of the Employment Period, then,
                  subject to Section 5 of this Agreement, all of the Executive's
                  outstanding options granted under the 1998 Plan which have not
                  otherwise become exercisable shall become immediately
                  exercisable on the Date of Termination, and all substantial
                  risks of forfeiture and restrictions on

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                  transfer relating to any of the Executive's shares of
                  restricted stock issued pursuant to the 1998 Plan shall be
                  terminated on the Date of Termination. For purposes of this
                  provision, any termination of the Executive's employment other
                  than voluntarily, or for Cause, Death or Disability shall be
                  deemed to be a termination for the convenience of the Board;
                  accordingly, any options granted to the Executive which are or
                  become exercisable as of the Date of Termination shall
                  terminate 90 days after the Date of Termination.

         f)       DUTY TO COOPERATE. During the Employment Period and
                  thereafter, Executive agrees to cooperate with and assist the
                  Company, upon reasonable notice, in the defense of any
                  litigation or governmental investigation arising from events
                  that occurred while Executive was employed by the Company.
                  Such cooperation and assistance shall include, but not be
                  limited to, the Executive's full participation in locating,
                  producing, collecting, analyzing and preparing documents and
                  other informational materials; in preparing for and
                  participating in depositions, hearings and trials; and in
                  responding to document production requests, interrogatories,
                  and other discovery. If it becomes necessary for Executive to
                  testify in any judicial or other administrative proceedings,
                  the Company shall reimburse Executive for any reasonable
                  travel expenses (including transportation, food and lodging),
                  which are incurred (or are to be incurred) in connection with
                  such testimony (including preparation therefore). The Company
                  shall not be required to pay Executive any additional
                  consideration, including but not limited to, consulting or
                  witness fees, in connection with any cooperation, assistance
                  or testimony required of or provided by Executive pursuant to
                  this Agreement. In addition, from the Date of Termination to
                  the end of the Employment Period, the Executive shall devote a
                  reasonable amount of time cooperating with and assisting the
                  Company in maintaining and improving its relationships with
                  its customers.

5)       CERTAIN REDUCTIONS OF PAYMENTS BY THE COMPANY.

         a)       The payments (including for this purpose the value of the
                  acceleration described in Section 4(e) or elsewhere) made to
                  the Executive hereunder shall be subject to the provisions of
                  3.3.4 of the 1998 Plan.

         b)       All determinations required to be made under this Section 5 as
                  to whether a Payment or benefit would be deductible by the
                  Company shall be made by the Company's independent auditors
                  (the "Accounting Firm") which shall provide detailed
                  supporting information both to the Company and the Executive
                  within 30 business days following the Date of Termination or
                  such earlier time as is requested by the Company. The
                  Accounting Firm shall make a determination as to whether a
                  Disqualification would occur at least 10 days prior to a
                  Change of Control. Any such determination by the Accounting
                  Firm shall be binding upon the Company and the Executive.

         c)       In the event that any option which is outstanding on the
                  Executive's Date of Termination has not become exercisable
                  because of the application of

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                  this Section 5, such option shall become exercisable in such
                  manner and such times as the option would have become
                  exercisable if the Executive had not terminated employment,
                  and the portion of any such option which becomes exercisable
                  pursuant to this Section 5(c) shall remain exercisable until
                  the earlier of the date which is 90 days following the date on
                  which the option first becomes exercisable or the original
                  expiration date of the option.

6)       NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or
         limit the Executive's continuing or future participation in any plan,
         program, policy or practice provided by the Company or its Affiliates
         and for which the Executive may qualify, nor, subject to Section 1(b),
         shall anything herein limit or otherwise affect such rights as the
         Executive may have under any contract or agreement with the Company or
         its Affiliates. Amounts which are vested benefits or which the
         Executive is otherwise entitled to receive under any plan, policy,
         practice or program of or any contract or agreement with the Company or
         any of its Affiliates at or subsequent to the Date of Termination shall
         be payable in accordance with such plan, policy, practice or program or
         contract or agreement except as explicitly modified by this Agreement.

7)       FULL SETTLEMENT. Except as stated herein, the Company's obligation to
         make the payments provided for in this Agreement and otherwise to
         perform its obligations hereunder shall not be affected by any set-off,
         counterclaim, recoupment, defense or other claim, right or action which
         the Company may have against the Executive or others. In no event shall
         the Executive be obligated to seek other employment or take any other
         action by way of mitigation of the amounts payable to the Executive
         under any of the provisions of this Agreement and such amounts shall
         not be reduced whether or not Executive obtains other employment.

8)       CONFIDENTIAL INFORMATION. The Executive shall continue to be bound by
         the Intellectual Property and Technical Information Agreement.
         Following termination of the Executive's employment with the Company,
         the Executive shall not, without the prior written consent of the
         Company or as may otherwise be required by law or legal process,
         communicate or divulge any confidential information to anyone other
         than the Company and its Affiliates or others designated by the
         Company.

9)       SUCCESSORS.

         a)       This Agreement is personal to the Executive and may not be
                  assigned by the Executive without the prior written consent of
                  the Company, except by will or the laws of descent and
                  distribution. This Agreement shall inure to the benefit of and
                  be enforceable by the Executive's legal representatives.

         b)       This Agreement shall inure to the benefit of and be binding
                  upon the Company and its successors and assigns.

         c)       The Company will require any successor (whether direct or
                  indirect, by reason of purchase, merger, consolidation or
                  otherwise) to all or substantially all of the business and/or
                  assets of the Company to assume

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                  expressly and agree to perform this Agreement in the same
                  manner and to the same extent that the Company would be
                  required to perform it if no such succession had taken place.

10)      CERTAIN DEFINITIONS.

         a)       "AFFILIATES" shall mean any company controlled by, controlling
                  or under common control with the Company.

         b)       "BUSINESS COMBINATION" shall mean any reorganization, merger
                  or consolidation or sale or other disposition of all or
                  substantially all of the assets of the Company.

         c)       "CHANGE OF CONTROL" shall mean any of the following
                  occurrences:

                  i)       The acquisition whether by Business Combination,
                           tender offer, or otherwise, of any individual, entity
                           or group (within the meaning of Section 13(d)(3) or
                           14(d)(2) of the Exchange Act (a "Person") of
                           beneficial ownership (within the meaning of Rule
                           13d-3 promulgated under the Exchange Act) of 50% or
                           more of either: (A) the then outstanding shares of
                           common stock of the Company (the "Outstanding Common
                           Stock") or (B) the combined voting power of the then
                           outstanding voting securities of the Company entitled
                           to vote generally in the election of directors (the
                           "Outstanding Voting Securities"). For purposes of
                           this Agreement, the following acquisitions of
                           Outstanding Common Stock or Outstanding Voting
                           Securities shall not constitute a Change in Control:
                           (A) any acquisition by the Company, (B) any
                           acquisition by any employee benefit plan or related
                           trust sponsored or maintained by the Company or any
                           corporation controlled by the Company, or (C) any
                           acquisition by any corporation pursuant to a
                           transaction which complies with clauses (1), (2) and
                           (3) of subsection (iii) below.

                  ii)      Individuals who, as of the date hereof, constitute
                           the Board (the "Incumbent Board") cease for any
                           reason to constitute at least a majority of the
                           Board; provided, however, that any individual
                           becoming a director subsequent to the date hereof
                           whose election, or nomination for election by the
                           Company's stockholders, was approved by a vote of at
                           least a majority of the directors then comprising the
                           Incumbent Board shall be considered as though such
                           individual were a member of the Incumbent Board, but
                           excluding, for this purpose, any such individual
                           whose initial assumption of office occurs as a result
                           of an actual or threatened election contest with
                           respect to the election or removal of directors or
                           other actual or threatened solicitation of proxies or
                           consents by or on behalf of a Person other than the
                           Board; or

                  iii)     Consummation of a Business Combination, unless
                           following such Business Combination, each of the
                           following conditions are met:


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                           (1)      All or substantially all of the individuals
                                    and entities who are the beneficial owners,
                                    respectively, of the Outstanding Common
                                    Stock and Outstanding Voting Securities
                                    immediately prior to such Business
                                    Combination beneficially own, directly or
                                    indirectly, more than 50% of, respectively,
                                    the then outstanding shares of common stock
                                    and the combined voting power of the then
                                    outstanding voting securities entitled to
                                    vote generally in the election of directors,
                                    as the case may be, of the corporation
                                    resulting from such Business Combination
                                    (including, without limitation, a
                                    corporation which as a result of such
                                    transaction owns the Company or all or
                                    substantially all of the Company's assets
                                    either directly or through one or more
                                    subsidiaries) in substantially the same
                                    proportions as their ownership, immediately
                                    prior to such Business Combination of the
                                    Outstanding Common Stock and Outstanding
                                    Voting Securities, as the case may be;

                           (2)      No Person (excluding any employee benefit
                                    plan or related trust of the Company or such
                                    corporation resulting from such Business
                                    Combination) beneficially owns, directly or
                                    indirectly, 50% or more of, respectively,
                                    the then outstanding shares of common stock
                                    of the corporation resulting from such
                                    Business Combination or the combined voting
                                    power of the then outstanding voting
                                    securities of such corporation except to the
                                    extent that such ownership existed prior to
                                    the Business Combination;

                           (3)      At least a majority of the members of the
                                    Board of Directors of the corporation
                                    resulting from such Business Combination
                                    were members of the Incumbent Board at the
                                    time of the execution of the initial
                                    agreement, or of the action of the Board,
                                    providing for such Business Combination.

                  iv)      Approval of the stockholders of the Company of a
                           complete liquidation or dissolution of the Company.

         d)       "CHANGE OF CONTROL PERIOD" shall mean the period commencing on
                  the date hereof and ending on the second anniversary of the
                  date hereof.

         e)       "CODE" shall mean the Internal Revenue Code of 1986, as
                  amended.

         f)       "COMPANY" shall mean The TriZetto Group, Inc. and its
                  Affiliates. In addition to the foregoing definition, Company
                  shall also include any successor to the Company's business
                  and/or assets which assumes and agrees to perform this
                  Agreement by operation of law or otherwise.

         g)       "DATE OF TERMINATION" shall mean:


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                  i)       if the Executive's employment is terminated by the
                           Company for Cause, or by the Executive for Good
                           Reason, the date of receipt of the Notice of
                           Termination or any later date specified therein, as
                           the case may be; or

                  ii)      if the Executive's employment is terminated by the
                           Company other than for Cause or Disability, the Date
                           of Termination shall be the date on which the Company
                           notifies the Executive of such termination; or

                  iii)     if the Executive's employment is terminated by reason
                           of Death or Disability, the Date of Termination shall
                           be the date of Death or the Disability Effective
                           Date, as the case may be.

         h)       "DISABILITY" shall mean the absence of Executive from the
                  Executive's duties with the Company on a full-time basis for
                  180 consecutive business days as a result of incapacity due to
                  mental or physical illness which is determined to be total and
                  permanent by a physician selected by the Company or its
                  insurers and reasonably acceptable to the Executive or the
                  Executive's legal representative.

         i)       "EFFECTIVE DATE" shall mean the first date during the Change
                  of Control Period on which a Change of Control occurs.
                  Notwithstanding anything in this Agreement, if a Change of
                  Control occurs and if the Executive's employment with the
                  Company is terminated prior to the date on which the Change of
                  Control occurs, and if it is reasonably demonstrated by the
                  Executive that such termination of employment (i) was at the
                  request of a third party who has taken steps reasonably
                  calculated to effect a Change of Control, or (ii) otherwise
                  arose in connection with or anticipation of a Change of
                  Control, then for all purposes of this Agreement, the
                  Effective Date shall mean the date immediately prior to the
                  date of such termination.

         j)       "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
                  as amended.

         k)       "NOTICE OF TERMINATION" shall mean a written notice which:

                  i)       indicates the specific termination provision in this
                           Agreement relied upon;

                  ii)      to the extent applicable, sets forth in reasonable
                           detail the facts and circumstances claimed to provide
                           a basis for termination of the Executive's employment
                           under the provision so indicated; provided, however,
                           that the failure to set forth such information shall
                           not waive any right of the Executive or the Company
                           hereunder, or preclude either party from asserting
                           such fact or circumstance in enforcing their
                           respective rights hereunder; and


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                  iii)     if the Date of Termination is other than the date of
                           receipt of such notice, specifies the termination
                           date, which shall not be more than 30 days after the
                           giving of such notice.

         l)       "1998 PLAN" shall mean the Company's 1998 Stock Incentive
                  Plan, as amended.

11)      MISCELLANEOUS PROVISIONS.

         a)       GOVERNING LAW. Except for the determination of "Good Reason"
                  pursuant to Section 3(c)(ii), this Agreement will be governed
                  by, and construed and enforced in accordance with the laws of
                  the State of Delaware as applied to contracts that are
                  executed and performed in Delaware, without regard to the
                  principles of conflicts of law thereof. Each party hereby
                  irrevocably submits to the exclusive jurisdiction of the state
                  and federal courts sitting in Orange County, California, for
                  the adjudication of any dispute hereunder or in connection
                  herewith or with any transaction contemplated hereby or
                  discussed herein, and hereby irrevocably waives, and agrees
                  not to assert in any suit, action or proceeding, any claim
                  that it is not personally subject to the jurisdiction of any
                  such court, that such suit, action or proceeding is improper.
                  Each party hereby irrevocably waives personal service of
                  process and consents to process being served in any such suit,
                  action or proceeding by mailing a copy thereof to such party
                  at the address in effect for notices to it under this
                  Agreement and agrees that such service shall constitute good
                  and sufficient service of process and notice thereof. Nothing
                  contained herein shall be deemed to limit in any way any right
                  to serve process in any manner permitted by law.

         b)       NOTICES. All notices required or permitted hereunder shall be
                  in writing and shall be deemed effectively given: (a) upon
                  personal delivery to the party to be notified; (b) when sent
                  by confirmed facsimile if sent during normal business hours of
                  the recipient, if not, then on the next business day; (c) five
                  days after having been sent by registered or certified mail,
                  return receipt requested, postage prepaid; or (d) two days
                  after deposit with a nationally recognized overnight courier,
                  specifying two day delivery, with written verification of
                  receipt. All communications shall be sent to the parties at
                  the following addresses or facsimile numbers specified below
                  (or at such other address or facsimile number for a party as
                  shall be designated by ten days advance written notice to the
                  other parties hereto):

                           If to TriZetto:

                                    The TriZetto Group, Inc.
                                    567 San Nicolas Drive, Suite 360
                                    Newport Beach, California  92660
                                    Attn:  Jeffrey H. Margolis
                                    Ph:  (949) 718-4940
                                    Fax: (949) 718-4944
                                    E-mail:  jeff.margolis@trizetto.com


                                       12
<PAGE>   13
                           If to Executive:

                                     ____________________________
                                     ____________________________
                                     ____________________________
                                     Ph:      ___________________
                                     Fax:     ___________________
                                     E-mail:  ___________________


         c)       AMENDMENT. This Agreement may not be amended except by an
                  instrument in writing signed by the parties hereto, or their
                  respective successors and legal representatives.

         d)       HEADINGS. The headings contained in this Agreement are for
                  reference purposes only and shall not affect in any way the
                  meaning or interpretation of this Agreement.

         e)       SEVERABILITY. If any term or other provision of this Agreement
                  is invalid, illegal or incapable of being enforced by any rule
                  of law, or public policy, all other conditions and provisions
                  of this Agreement shall nevertheless remain in full force and
                  effect so long as the economic or legal substance of the
                  transactions contemplated hereby is not affected in any manner
                  adverse to any party. Upon such determination that any term or
                  other provision is invalid, illegal or incapable of being
                  enforced, the parties hereto shall negotiate in good faith to
                  modify this Agreement so as to effect the original intent of
                  the parties as closely as possible, in an acceptable manner,
                  to the end that transactions contemplated hereby are fulfilled
                  to the extent possible.

         f)       ENTIRE AGREEMENT. This Agreement constitutes the entire
                  agreement and supersedes all prior agreements and undertakings
                  (other than the Executive's Intellectual Property and
                  Technical Information Agreement and Stock Option Agreement)
                  both oral and written, among the parties, or any of them, with
                  respect to the subject matter hereof and, except as otherwise
                  expressly provided herein.

         g)       WITHHOLDINGS. The Company may withhold from any amounts
                  payable hereunder, such Federal, state, local or foreign taxes
                  as shall be required to be withheld pursuant to any applicable
                  law or regulation.

         h)       COUNTERPARTS. This Agreement may be executed in one or more
                  counterparts, and by the different parties hereto in separate
                  counterparts, each of which when executed shall be deemed to
                  be an original but all of which taken together shall
                  constitute one and the same agreement. This Agreement shall
                  become effective when

                                       13
<PAGE>   14
                  counterparts have been signed by each of the parties and
                  delivered by facsimile or other means to the other party.

         i)       FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the
                  part of any party hereto in the exercise of any right
                  hereunder shall impair such right or be construed to be a
                  waiver of, or acquiescence in, any breach of any obligation or
                  agreement herein, nor shall any single or partial exercise of
                  any such right preclude other or further exercise thereof or
                  of any other right.

         IN WITNESS WHEREOF, the parties have caused this Change of Control
Agreement to be executed as of the date first written above.



                          THE TRIZETTO GROUP, INC

                          By:      ____________________________

                          Name:    ____________________________

                          Title:   ____________________________



                          EXECUTIVE

                          By:      ____________________________

                          Name:    ____________________________

                          Title:   ____________________________


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