Labor Dispute (Tel Aviv) 25035-07-25 Dr. Yuval Barkan – Akamai Technologies Israel Ltd. - part 10

Main Points of the Proceeding

39. On July 9, 2025, the plaintiff filed a statement of claim and an urgent request for a temporary injunction ex parte.
40. On July 10, 2025, a decision was issued by the presiding judge, according to which:

"After reviewing the application, as well as the statement of claim, and its appendices, and after considering all the considerations necessary for the purpose of granting temporary relief and in order not to thwart the hearing of the application, I have reached the conclusion, and not without hesitation, that at this stage, and until another decision is made, temporary relief should be granted, according to which respondents 1 and 2 (hereinafter - the respondents) as well as the formal respondents, must immediately suspend any action relating to the distribution/transfer of the amount of the acceleration amount and freeze any action relating to the funds and rights of the applicant, including shares, blocked share units and options..."

41. On July 15, 2025, the The formal defendant - IBI (PLACE), an update notice and a request, according to which the engagement in the plaintiff's case was made with another entity and he PLACE Trust management and not PLACE Capital compensation. It was further stated that PLACE Equity Remuneration made the decision to grant temporary relief, because PLACE Trust Management has been updated on the decision, and they intend to act accordingly until another decision is made. In these circumstances PLACE Equity Remuneration believed that neither she nor PLACE Trust management is a required party to the application and the claim, and therefore asked the court to exempt the PLACE Equity compensation for filing pleadings in the proceeding as well as for appearing for hearings.  On the same day, the plaintiff submitted a response, according to which he did not object to the request, subject to the fact that they would act in accordance with the court's decisions, as they stated they intended to do.
42. On the same day (July 15, 2025), Akamai filed a response to the request for a temporary injunction, together with the affidavits of Roofash and Mr. Mark McDonnell.
43. On July 16, 2025, a hearing was held on the request for temporary relief. The plaintiff, his counsel, Akamai's attorney and her representative were present at the hearing. PLACE , SRS and their counsel did not appear for the hearing.  During the hearing, the parties agreed that the temporary order issued on July 10, 2025 would remain in effect until a different decision was made (p.  2, s.  4); and that the status of the SRS In the proceeding, the defendant formally transferred to defendant No.  3 (p.  2, paras.  19-21).
44. On October 30, 2025, the SRS A statement of defense on her behalf as well as a request to cancel the temporary injunction dated July 16, 2025; and alternatively only - The plaintiff is obligated to deposit a bond against the order. Attached to the application were the affidavits of Oz and Ms. Elisheva Patton, a senior director at SRS (hereinafter: אלישבע).
45. On October 31, 2025, Akamai filed a statement of defense on her behalf.
46. On November 25, 2025, the plaintiff filed a response to the request to cancel the temporary injunction, together with his affidavit.
47. On December 28, 2025, the SRS an affidavit of disclosure of documents on its behalf; And on January 8, 2026, both the plaintiff and Akamai filed an affidavit of disclosure of documents on their behalf, and on January 12, 2026, Akamai submitted the share purchase agreement to the file - (Shara Purchase Agreement - SPA) In a blackened version.
48. On January 14, 2026, a hearing was held before us, during which the plaintiffs, Oz, Elisheva and Rafesh (the latter two were interrogated in a visual conference in accordance with the agreement of the parties and the court's decision). At the beginning and end of the hearing, he asked The Tribunal to Bring The parties to a peaceful solution were to no avail.
49. On January 21, 2026, the Tribunal issued a decision, according to which, "After reviewing all the material in the case and for reasons of efficiency, it is proposed to the parties that a judgment be given in the main case in lieu of a decision on the request to cancel the temporary relief only...".
50. On January 22, 2026, the defendants announced that they agreed to the offer; and the plaintiff announced that he agreed to the offer subject to the injunction remaining in effect until the judgment in the main proceeding was rendered.
51. On January 22, 2026, the court issued a decision according to which "in light of the parties' notices, a judgment will be given in the main case in lieu of a decision to cancel the temporary relief. The court's decision of July 16, 2025 will remain in effect until another decision is rendered..."
52. On January 28, 2026, the parties filed an agreed motion to amend the minutes of the hearing; On February 1, 2026, a decision was issued, giving effect to the parties' consent. Therefore, the following references are from the transcript The Revised Dated January 28, 2026.
53. On February 9, 2026, the plaintiff's summaries were submitted; On February 23, 2026, summaries were submitted SRS; On February 24, 2026, amended summaries were submitted on behalf of Akamai; and on March 11, 2026, summaries of the plaintiff's response were submitted. The summaries of the parties' counsel are enlightening and assisted the court in its work.
54. This is the place to note that on March 15, 2026 The defendants filed a 'motion to delete clauses from the plaintiff's response summaries, or alternatively to grant the defendants the right of a short response', in which They spread out extensively their claims, While attaching to the application 'A brief reference on behalf of the defendants to new claims that were included in the plaintiff's reply summaries.' The defendants' manner of conduct is not acceptable to the court, and therefore not only will no weight be given to the reference that was 'stolen' to the case, but this will be taken into account in the framework of the expenses that will be awarded. More than necessary, it should be noted that the ruling to which the defendants referred in the application is irrelevant, since the court has already given a decision allowing the plaintiff to submit summaries of the reply - A decision that is apparently not to the liking of SRS On February 23, 2026, it vigorously objected to the granting of permission to the plaintiff to submit summaries of reply on his behalf. Hence our decision.

The parties' arguments

55. According to the The Plaintiff, the defendants breached the duty of good faith in fulfilling contractual obligations, and did not fulfill the employment agreement in good faith and in an acceptable manner, while attempting to thwart his contractual rights, and therefore he is entitled to the acceleration amount. This is because the decision to change the organizational structure of a global company such as Akamai is not made spontaneously within a few days, but rather it is a long, orderly, documented and carefully planned process in advance. Since the purchase transaction was completed on June 24, 2024, the period of eligibility during which he is entitled to receive the acceleration amount in the event of his dismissal ended on June 24, 2025.  The decision to dismiss him was made during the period of eligibility, long before he received a letter of summons to a formal hearing on July 1, 2025, which was all ostensibly apparent.  The decision to change the organization was already on the agenda on May 15, 2025, if not earlier, as is evident from a conversation that took place between Roofash and Oz on June 26, 2025.  The plaintiff further argues that there is no reasonable explanation for the timing of the decision on the organizational change that led to his dismissal, so that by chance, it will be received a few days after the end of the period of entitlement, except for the explanation that the defendants deliberately and calculated delayed the dismissal proceeding, which was decided in advance and as a fait accompli, in order to prevent him from entitlement to the acceleration amount.  In addition, the plaintiff claims that there is a serious concern that Oz, his direct supervisor, was well aware of the terms that were anchored with the plaintiff over the years, including theSide Letter, the announcement of the grant of options, the options settlement agreement and theHoldback Asher left the 'double trigger' mechanism and established the principle of his entitlement if his employment was terminated within 12 months, was involved in the timing of the dismissal with the aim that the acceleration amount would be distributed to the non-shareholders, and he was among them and not to the plaintiff.  Finally, the plaintiff argues that Akamai's deliberate and planned choice to enrich Oz, at his expense, with a clear conflict of interest, should not be ruled out.  Here it should be noted that according to the plaintiff in paragraph 1 of the summaries of the answer, "the dispute before me in the transfer of a place of discussion Does not deal with the interpretation of the agreement and certainly not in an attempt to 'create' a new contractual interpretation, as the defendants seek to claim." According to him, "the dispute concerns the timing and artificial postponement of the dismissal notice, a postponement that has emptied the The Contractual Obligation of content."
56. According to the Akamai The lawsuit should be dismissed. The plaintiff is an intelligent actor who sought to take advantage of the opportunity to improve his terms in the framework of the purchase transaction. Thus, negotiations began between the plaintiff and the nonim and its shareholders to arrange his status as an option holder and a future promise for Benonim options, when to the knowledge of Akamai, which was not a party to the negotiations, the plaintiff was the only one among the option holders and shares in Benonim who refused to sign the documents of the arrangement of the options in his case and conducted such negotiations.  Akamai emphasized that she has no interest or interest in the amount of the acceleration and that the plaintiff has not indicated such an interest, since she does not make a profit, does not benefit and does not receive any benefit relating to the amount of acceleration, since these are funds that Akamai has already paid in the framework of the acquisition transaction and they will not return to her coffers under any circumstances, but will be divided in one way or another between non-shareholders and only between them.  The agreement and its clear terms, and it was agreed that the determining date for the fulfillment of the suspension condition would be the date of the actual termination of employment.  Moreover, Roofash, who was the relevant factor in making the decision regarding the termination of the plaintiff's employment, was not familiar with the latter's rights by virtue of the purchase transaction, and his decision was based on organizational, professional, relevant considerations and in accordance with the business needs of the Ekamai.  In addition, from an economic point of view, Akamai came out losing money from the timing of the dismissal, since if it had terminated the plaintiff's employment before completing a full year of work, Akamai's blocked shares worth about half a million dollars, which were given directly from Akamai's funds, would not have matured for him.  In addition, a condition for the perfection of the acquisition transaction is that it will lead to the cancellation of all contractual rights to options or shares that have not yet matured on the date of completion of the acquisition transaction, without additional liability on the part of Akamai for that cancellation.  It was also agreed that it is the sole responsibility of Nonim to bring about the regulation of all the mechanisms of theDouble Trigger which granted nonim to option holders, as a condition for closing the purchase transaction, so that they will no longer be valid after its completion.  More It was argued that the decision which was accepted by Rafesh to terminate the plaintiff's employment, including The date of sending the letter of summons to the hearing, Accepted for practical reasons, after the completion of an orderly process and the receipt of approvals in accordance with the practice of the Ekmai; and that Oz, for his part, was not a party to the decision regarding the consideration of redundancy from the plaintiff's position and was not even aware of the existence of this process.  Therefore, there is no basis for the plaintiff's claim, SAccording to which Akamai's conduct in summoning him to the hearing was received in bad faith, illegally or for improper motives.  It was further claimed that in retrospect, it became clear to Akamai that the plaintiff had acted in bad faith and had been acting for some time out of improper considerations in order to bring about the termination of his employment.  Thus, he did not give a proper output in his work during the last two months of his employment, while making it clear to his colleagues that he wanted Akamai to fire him before completing a year of work.  At some point, including in a conversation dated May 15, 2025 The plaintiff even began to tell various parties, including Akamai's human resources representatives, Because as long as Akamai ends his employment in the near future, he will be entitled to receive a lot of money from Maoz, when the conversation dealt mainly with Yariv's professional development.
57. According to the SRS The lawsuit should be dismissed. Contrary to the misleading representation that the plaintiff is trying to present, he received a very significant upgrade in his terms due to the purchase transaction and due to the heavy pressure he exerted, when he was granted three different benefits worth millions of dollars, to which he was not entitled by virtue of the agreements with Nonim; This is in addition to maintaining the mechanism that protected him from the possibility of dismissal during the first year of his employment at Akamai. In any event, the plaintiff was not fired during the year following the completion of the acquisition transaction, and the decisive event regarding the plaintiff's entitlement to the acceleration amount is the date of the actual termination of his employment, and not the date on which the decision to dismiss him was made, not the date on which a decision was made to summon him to a hearing before dismissal, or the date on which the decision was made to make organizational changes of some kind or another in the company.  More It was argued that the plaintiff, who was accompanied by a lawyer during the negotiations he conducted with the defendants, knew and understood very well the significance of the agreements signed as part of the purchase transaction, and did not hesitate to exert pressure or refuse to sign documents until his demands were met.  Now, in extreme bad faith and through abuse of legal proceedings, after enjoying the significant benefits granted to him, the plaintiff seeks to repudiate the clear consents and change them retroactively, so that they will suit his needs and in order to benefit from an additional sum of millions of dollars to which he is not entitled.  Finally, it was argued that Contrary to the hypothesis or concern raised by the plaintiff in a speculative and unsubstantiated manner, to Oz, SRS and all the other non-profit shareholders had no knowledge or involvement in the decision to summon the plaintiff to a hearing.
58. It should be noted here that in their summaries they argued Akamai and SRS, Each in turn, that the plaintiff raised suppressed and erroneous claims that constitute an expansion of a prohibited front, while in the summaries of the reply the plaintiff claimed that there was no substance in the defendants' claims. Later on, these arguments will be addressed.

00Discussion and Decision

59. 059. After considering the arguments of the parties, examining the evidentiary evidence and being impressed by the testimonies heard before us, we reached the conclusion that the claim should be dismissed.

Termination Event - Language and Purpose

60. In order to decide the dispute between the parties, we must first interpret the normative contractual provision that underlies Akamai's contractual obligation to the plaintiff. As is well known, the language of the contract constitutes the receptacle of the parties' intentions (Civil Appeal 8080/16 Shahaf Pages in Tax Appeal v.  Antonina Lavrinchuk (August 8, 2018), para.  12; Civil Appeal 7649/18 Bibi Dirt Roads and Development in Tax Appeal v.  Israel Railways in Tax Appeal (November 20, 2019).  In other words, "the language of the agreement is the starting point for the work of interpreting a contract, and to the extent that the language is clear and clearly indicates the intention of the parties at the time of entering into the agreement, it will be given priority in the interpretative proceeding" (Civil Appeal Authority 6810/21 Bank Leumi Le-Israel in a Tax Appeal v.  Bronbit in a Tax Appeal (October 20, 2022)).  "The spirit of these words has long been anchored in section 25(a) of the Contracts (General Part) Law, 5733-1973, as amended by Amendment No.  2 to the Contracts Law of 2011, which stipulates that 'a contract shall be interpreted according to the intentions of the parties, as it is implied by the contract and the circumstances of the matter, but if the intentions of the parties are expressly implied by the language of the contract, the contract shall be interpreted in accordance with its language' (for the interpretation of this amendment, See: The Sahar Case, at pp.  592-595 of the judgment of Vice President E.  Rivlin and at pp.  626-628 of the judgment of Justice N.  Hendel" (Civil Appeal 1536/15 Paz Oil Company in Tax Appeal v.  Hawassa Gas Station in Tax Appeal (February 8, 2018).  In this regard, see Amendment No.  3 to the Contracts (General Part) Law, 5785-2025, which was approved by the Knesset on January 5, 2026, which clarifies the rules of interpretation in various contracts, including, inter alia, that "a business contract in which no provisions are set regarding the manner of interpretation shall be interpreted in accordance with its language only, unless one of the following is fulfilled..."; and that "a non-business contract, a uniform contract even if otherwise agreed upon, as well as an employment contract or a collective agreement will be interpreted according to the intentions of the parties, as implied by the contract and the circumstances of the matter.  The relative weight that will be given to the language of the contract and the circumstances of the matter will be based, inter alia, on considerations..."
61. The dismissal event was defined in the options arrangement agreement as follows:

"Termination Event" means the termination of your continuous service by the Buyer or               any affiliate thereof at any time prior to the Release Date other than for Cause.