ALPHANET SOLUTIONS INC
<DOCUMENT>
<TYPE>EX-10.44
<SEQUENCE>3
<FILENAME>tinebraseveranceagr.htm
<TEXT>
<HTML>
<HEAD>
<TITLE>Severance and Release Agreement - Vincent Tinebra
</TITLE>
</HEAD>
<BODY>

<!-- MARKER FORMAT-SHEET="Page Width Begin" -->
<TABLE WIDTH=600 CELLSPACING=0 CELLPADDING=0 BORDER=0>
<TR VALIGN=TOP>
<TD>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>SEVERANCE
AND RELEASE AGREEMENT</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>THIS SEVERANCE AND
RELEASE AGREEMENT</B> is made and entered into as of the 12<SUP>th</SUP> day of
April 2002 by and between ALPHANET SOLUTIONS, INC., a New Jersey corporation
(the &#147;Company&#148;), and VINCENT TINEBRA (&#147;Employee&#148;), residing
at 5 Overlook Drive, Holmdel, New Jersey 07733-1315. </FONT></P>
<BR>
<!-- MARKER FORMAT-SHEET="Page Width End" -->
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=600 CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
Employee hereby voluntarily resigns his employment and all offices held with the
Company effective April 12, 2002 (the &#147;Resignation Date&#148;). For the
period from April 12, 2002 through May 10, 2002 (the &#147;Consulting
Period&#148;), Employee agrees to (a) make himself reasonably available to the
Company for consultation during regular business hours and (b) render active
assistance to the Company in transitioning responsibility for supervision of
client accounts, including, without limitation, the Company&#146;s Goldman,
Sachs account, to such person or persons as the Company may designate.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=600 CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
In consideration for the Waiver and Release and other obligations of Employee
set forth herein, the Company will continue to pay Employee his current biweekly
salary of $10,000, payable in biweekly installments, and his current car
allowance of $850 per month, all such amounts being subject to and less
applicable withholding, for thirty (30) weeks from the Resignation Date, as
defined in Paragraph 1 above (the &#147;Salary Continuation Period&#148;).
During the Salary Continuation Period, if Employee is currently participating in
Company benefit plans, the Company will continue to include Employee in the
Company&#146;s medical and dental insurance plans on the same basis as those
benefits are provided to active employees, including the requirement for
employee contribution, to the extent that such inclusion is permissible under
those plans. The aforementioned medical and dental insurance coverage shall
continue until the end of the Salary Continuation Period or until Employee
obtains other full-time employment, whichever occurs first. Employee agrees to
notify the Company in writing within five (5) business days of obtaining such
other full-time employment. At the end of the Salary Continuation Period or upon
obtaining other full-time employment, whichever occurs first, Employee may
continue his Company group medical insurance benefits at his own sole expense to
the extent allowed under applicable law. In the event of a strategic disposition
or liquidation of the Company, the Company will see to it that the
Company&#146;s obligations under this Agreement continue to be performed.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=600 CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
The Company will pay to Employee all vacation pay earned and unused as of the
Resignation Date. However, Employee will not accrue nor be entitled to any
additional vacation following the Resignation Date and, except as set forth
above, will not be eligible for any fringe benefits, including, without
limitation, short-term disability, long-term disability or 401(k) contributions
during the Salary Continuation Period. Pursuant to the terms of the
Company&#146;s 1995 Stock Plan, any stock options previously issued to Employee
which have vested as of the Resignation Date may be exercised by Employee for up
to 90 days following the Resignation Date, subject to any applicable &#147;quiet
periods&#148; and other Securities and Exchange Commission (&#147;SEC&#148;)
rules and regulations. All stock options previously issued to Employee which
have not vested as of the Resignation Date shall have no further force or
effect. Employee represents, warrants and acknowledges that the Company owes him
no wages, bonuses, sick pay, personal leave pay, vacation pay or other
compensation or benefits or payments or form of remuneration of any kind or
nature, other than that specifically provided for in this Agreement.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=600 CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
Employee agrees that he will not at any time disclose or use any
confidential/proprietary information, knowledge or data acquired or developed
during his employment with the Company or enable others to make use of
confidential/proprietary information of or relating to the Company obtained
during his employment. Further, Employee acknowledges that he has not and agrees
that he will not at any time engage in any conduct injurious to the
Company&#146;s interests or reputation, including but not limited to publicly
disparaging (or inducing or encouraging others to publicly disparage) the
Company. The term &#147;disparage&#148; includes, without limitation, comments
or statements to the press, other employees of the Company or any individual or
entity with whom the Company has a relationship or potential relationship that
would adversely affect in any manner : (a) the conduct of the Company&#146;s
business; or (b) the reputation of the Company or any of the Company&#146;s
current or former directors, officers, employees, agents or assigns. In the
event the Company receives requests for information about Employee from
prospective employers, the Company will respond to such requests with a letter
stating as follows: &#147;To Whom It May Concern: From March 2001 to April 2002,
Vince Tinebra was employed by AlphaNet Solutions, Inc. as its President &amp;
COO.&#148; Employee specifically agrees and acknowledges that the relationships
between the Company and its employees are valuable assets of the Company
deserving protection from solicitation to assist the Company in its legitimate
interest in maintaining a stable workforce, and because of this interest,
Employee agrees that during the term of the Consulting Period and the Salary
Continuation Period, Employee will not directly or indirectly recruit, solicit,
divert or employ any person who is an employee of the Company. Employee also
specifically agrees and acknowledges that because of the Company&#146;s valuable
interest in its customer relationships, during the term of the Consulting Period
and the Salary Continuation Period, Employee will not directly or indirectly
solicit, service, have contact with or divert any entity which is, as of the
Resignation Date, or was during the immediate six (6) month period prior
thereto, a customer of the Company, and that Employee will not at any time take
any action or do anything which unfairly or unlawfully impairs or damages the
business prospects or goodwill of the Company.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=600 CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
Employee agrees that during the Salary Continuation Period and for such time
thereafter as the Company may reasonably require, he will cooperate with the
Company in the defense of any litigation filed against the Company, including,
without limitation, that certain litigation captioned &#147;xxxxxxx and xxxxxxx
v. AlphaNet Solutions, Inc. et al.&#148; (the &#147;Current Litigation&#148;),
which is currently venued in the Superior Court of New Jersey (Bergen County,
Law Division) and in which he has been named as an individual defendant. Such
cooperation shall include, but not be limited to, making himself available to
the Company&#146;s outside counsel as and when reasonably requested by the
Company. The Company will represent Employee in the Current Litigation on the
terms previously set forth in the March 27, 2002 letter to Employee from
Company&#146;s counsel, Epstein, Becker &amp; Green. The Company will represent
Employee in any other litigation against him arising out of his service as an
officer of the Company unless, in the Company&#146;s reasonable judgment, a
conflict-of-interest makes it impracticable or inadvisable for the Company to do
so. Employee acknowledges and agrees that the payments and other consideration
as set out in this Agreement have not been established with reference to, nor
are they in any way predicated upon, the undertakings set forth in this
paragraph, and that such payments and other consideration would have been, and
will be, the same without regard to the pendency or status of the
above-referenced litigation. The Company represents to Employee that, through
the Resignation Date, Employee has been an insured party under the
Company&#146;s current Directors and Officers insurance coverage.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=600 CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>6.</B></FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
<B>WAIVER AND RELEASE BY EMPLOYEE</B>.&nbsp;&nbsp;In consideration of the payments and
other consideration as set out in this Agreement, Employee, for himself, his
marital community, his heirs, executors, administrators, successors and assigns,
hereby knowingly and voluntarily waives, releases, acquits and forever
discharges the Company, and all of its current and former affiliates, partners,
subsidiaries and their respective agents, officers, directors, shareholders,
employees, agents and assigns from any liability, action, suit, claim, damages,
judgment, known or unknown, liquidated or unliquidated, fixed or contingent,
which he has ever had or ever may have arising out of or in conjunction with his
employment with the Company or any of its predecessors or affiliates or the
termination thereof, including, without limitation, claims under federal, state
or local common law or statute, as well as any form of employment discrimination
prohibited under Title VII of the Civil Rights Act of 1964, as amended, the
Older Workers Benefit Protection Act, the Age Discrimination in Employment Act,
the Americans with Disabilities Act, ERISA, the Rehabilitation Act of 1973, the
New Jersey Law Against Discrimination, the New Jersey Family Leave Act, the New
Jersey Conscientious Employee Protection Act, and any other local, state or
federal anti-discrimination law or ordinance, any applicable collective
bargaining agreement, any applicable wage and hour laws, and from wrongful
discharge, severance pay, breach of contract, breach of any express or implied
promise, retaliation, breach of public policy, defamation, negligence or other
tortious conduct, or any other theory, whether legal or equitable which have
arisen prior to or as of the date of execution of this Agreement. Further,
Employee promises never to challenge this Agreement or to attempt to sue the
Company or any released party or individual with respect to matters arising out
of or in conjunction with his employment with the Company. The parties intend
this release to be a general release of any and all claims to the fullest extent
permissible by law.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=600 CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
Employee recognizes that as part of his agreement to release any and all claims
as set forth above, he is releasing claims for age discrimination under the Age
Discrimination in Employment Act, although Employee has never asserted such
claims. Accordingly, Employee has a right to reflect upon this Agreement for a
period of twenty-one (21) days before executing it, and he has an additional
period of seven (7) days after executing this Agreement to revoke it under the
terms of the Older Workers Benefit Protection Act. This Agreement shall be
effective upon the expiration of the seven (7) day revocation period. By his
signature set forth below, Employee represents and warrants that he has been
advised to consult with an attorney of his choosing, that he has been given a
reasonable amount of time to consider this Agreement, and that if he signs this
Agreement prior to the expiration of the twenty-one (21) day review period, he
is voluntarily and knowingly waiving his twenty-one (21) day review period.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=600 CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
Employee covenants that he has not commenced, and will not commence, legal
proceedings of any type, whether on his own behalf or on behalf of any other
person or entity, against the Company or individuals or entities released in
this Agreement, or any of their respective successors or assigns, and further
covenants not to maintain, join or assist in any such legal proceeding, suit,
charge or action.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=600 CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
If Employee breaches his promise in paragraph 8 and files a lawsuit based on
legal claims that Employee has released, Employee will pay for all costs
incurred by the Company, any related subsidiaries, officers or employees of any
of them including reasonable attorneys&#146; fees, in defending against
Employee&#146;s claims. Employee will also return all sums which were paid to
him pursuant to this Agreement, including interest thereon at the highest rate
allowed under law.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=600 CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
Employee agrees to keep the terms of this Agreement strictly confidential and
not to disclose those terms to anyone, except his current spouse, attorney or
tax advisor, unless compelled to do so by compulsory court process. The parties
agree that this confidentiality provision is a material term of this Agreement.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=600 CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
If any portion of this Agreement shall be held invalid by a court of competent
jurisdiction, the validity of the remainder of this Agreement shall not be
affected.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=600 CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12.</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
In consideration of the payments and benefits described in Paragraph 2 hereof,
Employee hereby expressly reaffirms and agrees to be bound by all of the
covenants including, without limitation, the non-compete and non-solicitation
covenants, set forth in the Confidentiality/Non-Solicitation Agreement executed
by Employee and the Company on March 21, 2001, a copy of which is attached
hereto and incorporated herein by reference. This Agreement constitutes and
contains the complete understanding of Employee and the Company with respect to
the subject matter addressed in this Agreement and supersedes and replaces all
prior negotiations, if any, and all agreements, whether written or oral,
concerning Employee&#146;s employment with the Company and the termination
thereof, including, without limitation, the change-of-control agreement entered
into by the Company and Employee on March 16, 2001, which change-of-control
agreement shall have no further force or effect. Employee acknowledges that the
Company has made no promises to Employee other than those in this Agreement.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=600 CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>This Agreement shall be governed by and construed and
interpreted in accordance with New Jersey law.</FONT></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Page Width Begin" -->
<TABLE WIDTH=600 CELLSPACING=0 CELLPADDING=0 BORDER=0>
<TR VALIGN=TOP>
<TD>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>IN WITNESS WHEREOF</B>, the parties
have executed this Agreement as of the date first above written.</FONT></P>

<BR>
<!-- MARKER FORMAT-SHEET="Page Width End" -->
</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=600 CELLSPACING=0 CELLPADDING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ALPHANET SOLUTIONS, INC.<BR>
<BR>
<BR>
By:&nbsp;&nbsp;RICHARD ERICKSON<BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Authorized Officer<BR>
<BR>
<BR>Dated:&nbsp;&nbsp;April 23, 2002<BR>
</FONT></TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>VINCENT TINEBRA<BR><BR>
<BR>By:&nbsp;&nbsp;VINCENT TINEBRA<BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vincent Tinebra<BR><BR>
<BR>Dated:&nbsp;&nbsp;April 23, 2002</FONT></TD>
</TR>
</TABLE>
<BR>

<PAGE>

<!-- MARKER FORMAT-SHEET="Page Width Begin" -->
<TABLE WIDTH=600 CELLSPACING=0 CELLPADDING=0 BORDER=0>
<TR VALIGN=TOP>
<TD>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>YOU EXPRESSLY
ACKNOWLEDGE, REPRESENT AND WARRANT THAT YOU HAVE READ THIS AGREEEMENT CAREFULLY;
THAT YOU FULLY UNDERSTAND THE TERMS, CONDITIONS, AND SIGNIFICANCE OF THIS
AGREEMENT; THAT THE COMPANY HAS ADVISED YOU TO CONSULT WITH AN ATTORNEY
CONCERNING THIS AGREEMENT; THAT YOU HAVE HAD A FULL OPPORTUNITY TO REVIEW THIS
AGREEMENT WITH AN ATTORNEY; THAT YOU UNDERSTAND THAT THIS AGREEMENT HAS BINDING
LEGAL EFFECT; AND THAT YOU HAVE EXECUTED THIS AGREEMENT FREELY, KNOWINGLY AND
VOLUNTARILY.</B> </FONT></P>

<BR>
<!-- MARKER FORMAT-SHEET="Page Width End" -->
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=600 CELLSPACING=0 CELLPADDING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%><FONT FACE="Times New Roman, Times, Serif" SIZE=3><BR>
<BR>VINCENT TINEBRA
<BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
Vincent Tinebra<BR><BR>
<BR>Dated:&nbsp;&nbsp;April 23, 2002</FONT></TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><BR>
</FONT></TD>
</TR>
</TABLE>
<BR>


</BODY>
</HTML>

</TEXT>
</DOCUMENT>
