Labor Dispute (Tel Aviv) 25035-07-25 Dr. Yuval Barkan – Akamai Technologies Israel Ltd.

Judgment

Is the plaintiff entitled to the full acceleration amount in the sum of $3,740,855 set out in the Holdback Agreement, which is held in trust with a trustee, against the background of his dismissal from defendant 1? This is the core of the dispute between the parties, which is the focus of the claim and involves questions from the field of labor law and the field of companies, mergers and acquisitions.

The order of the hearing will be as follows: first we will present the general background, then we will discuss the extensive contractual framework and the sequence of events relevant to our case, then we will present the main points of the proceeding and the arguments of the parties, and finally we will hold a hearing and decide the dispute between the parties.

Background

1. The plaintiff, Dr. Yuval Barkan, holds a Ph.D.  in engineering and a bachelor's degree in physics and electronics engineering, and is a cyber expert with 23 years of experience.
2. On February 1, 2024, the plaintiff began his work at Nonim Gate in a tax appeal (hereinafter: Nonim), in the position of Chief Product Manager, following the proposal of Mr. Oz Golan, who was the founder of Nonim and served as a director and CEO of the company, to join the company's ranks (hereinafter: Oz).
3. Defendant 1, Akamai Technologies Israel in a Tax Appeal (hereinafter - Anonymous United Kingdom), is a wholly-owned subsidiary of defendant 2, Akamai Technologies, Inc - A public corporation, incorporated under the laws of the United States and traded on the NASDAQ stock exchange (hereinafter: Akamai USA(hereinafter together - Akamai). Akamai is a global international company with close to 11,000 employees, operating in the fields of cybersecurity and cloud computing.
4. Defendant 3, Shareholder Representive Services LLC (hereinafter - SRS) is an entity representing all those who were the shareholders and holders of options in Nonim in the acquisition transaction (hereinafter - Noneem Shareholders), which is responsible for representing and safeguarding their interests after the acquisition transaction by Akamai and in connection with it. Noni shareholders hold shares at the following rate: Oz -8.11%; Shai Levy (founder of Nonim) -8.11%; Four Investment Funds -69.37%; The remaining shareholders of Nonim (former Nonim employees and private investors) - 15% (paragraphs 17-18 of Oz's affidavit of December 2, 2025 in support of the cancellation of the injunction).
5. The formal defendant, IBI Trust Management in a Tax Appeal (hereinafter - The Paying Trustee), provides trust services and financial asset management, and holds a trust in the acceleration amount, which is the focus of the claim.

The Contractual Tract