Labor Dispute (Tel Aviv) 25035-07-25 Dr. Yuval Barkan – Akamai Technologies Israel Ltd. - part 13

A: Yes.  And he's working behind my back to prevent me from being fired.

The Honorable Judge: So they should have fired you after two months?

A: The background to this trial is protection from dismissal after purchase.

Honorable Judge: If you were fired after seven months, would that be okay?

1. Of course.

The Honorable Judge: So could there be a problem with the agreement itself?

1. There is no problem with the agreement. I was a senior executive in Oz Golan's company, and as part of the terms of my employment, when a large company acquires a small startup, there is a danger from the management's point of view...

Honorable Judge: What date of the year was it right for you to be fired?

1. At the time of employment. At the time that defendant 2 acquired the Nonim company, my position was unnecessary because Oz received it.  I was given a non-existent position.  It says this is the structure.

Honorable Judge: Why did you enter into this agreement, would you resign (an agreement by virtue of which you are now suing)?

6. I was entitled to a Benonion contract for options worth $6.2 million. I took a personal risk in order to join this company and help it create an exit, and indeed it happened.  I didn't get anything else."
7. Oz claimed in his cross-examination that "The double trigger agreement was never intended for Yuval to receive money from day one, it is contrary to every business point of view. The goal... There was an employee who managed both the product and the development in the company in a very strong way, who will remain...  Obviously..."; And when he was later asked by the court, "What interest does the employee have in signing this if, allegedly, it is possible to enjoy it for 11 months plus and then two days later he will be fired?"The goal was never to fire him.  In addition to the mentioned money, he received another 2 million after two years.  I really appreciated him and gave him a high grade.  There was no intention to fire Yuval, at least not by me...I had an interest in the plaintiff staying with the company as long as possible Like nonitim.  Even on the day he was informed of the dismissal, I objected and had a difficult conversation with my boss and tried to talk to people from the company in order to convince them that Yuval would stay.  the opposite" (p.  10, paras.  21-32; p.  11, s.  22).
8. We were impressed that In view of the Directive The plaintiff was interested in being fired, immediately after the beginning of his employment at Akamai; and Oz - the direct director, who held 8.1% of theStocks Nonim, with an interest Distinct In terms of the acceleration amount, he was not at all interested in the plaintiff being dismissed, at the very least, Anonymous During the first year of his employment.
9. In view of the totality of things, The Plaintiff's Manner of Conduct, In the light of the agreements reached by the parties, IncomprehensiblePerhaps it is a matter of Mistaken in the Profitability of the Transaction.

Termination Event - Actual End of Deal

72. And to be precise, According to the plaintiff, the decision to dismiss Actually accepted During the period of his eligibility, A long time before he received a letter summoning him to a hearing on July 1, 2025. This, among other things, is in view of The conversation from May 15, 2025, An email from June 25, 2025 and a WhatsApp message the next day. Therefore, according to him, the The material date on which the decision was made to examine his contractual eligibility to the sum of the acceleration (paragraph 30 of the plaintiff's summaries).
73. However, we accept the defendants' argument that every other date On the timeline It is not a festival Actual termination of employment, including the date of the decision in principle to cancel the standard, the date of the summons to the hearing, and the date of the hearing (which in any case appliesSea after the end of the year) are not included in the Termination Event. In the circumstances of the case, we are not required to decide the question of whether it is necessary to see the day Bo The plaintiff was given a decision to terminate his employment on the day of the actual termination of employment (15.7.2025), or maybe At the end of the notice period (May 16, 2025) Today is the actual termination of employment. We will explain.
74. First, an act of dismissal or resignation must be done voluntarily, explicitly and clearly, and it can be expressed in writing, orally, and even in behavior (High Court of Justice 566/76 Elco in Tax Appeal v. The National Court and the Histadrut IsrSC 31(2) 197 (1977)); Labor Appeal (National) 584-08 Anonymous (29.6.2011). To be precise, the act of dismissal Towards the plaintiffdid not take place, in practice, before the end of the year.
75. Second, during the negotiations, it was agreed between the parties that the determining date for the purpose of entitlement to the acceleration amount is the date of the actual termination of employment. The aforesaid arises both from the provisions of the agreements that we discussed above and from the comments of the plaintiff's counsel to the contractual system, who requested to change the relevant definition of Termination Event (See paragraph 26 of Akmai's summaries; Appendix 5, p. 3 to the affidavit of discovery of documents on behalf of Akmai), in particular that the plaintiff is an educated person who was represented by his attorney's office in the proceeding under the heading (Oz/Sections 4-5; Sections 33 and 34 of my summaries SRS).  In fact, the interpretation now proposed by the plaintiff is in direct contradiction to the agreements and seeks to change the agreements retroactively in order to receive an amount to which he is not entitled.
76. Third, indeed, an email message dated June 25, 2025 that Caroline sent to Ropesh in advance of a conversation scheduled between him and Oz for the next day (June 26, 2025) (p. 15, paras. 8-11), ostensibly supports the plaintiff's version, according to which the summons to which he was allegedly summoned is a hearing for appearances only.  In particular When in the summons to the hearing itself, it was written that in Official The plaintiff is notified of the termination of his employment with the company.
77. We said ostensibly, since looking at an email message As of June 25, 2025 shows that Caroline offered talking points that were intended to explain the background to the move (reducing part of the management in the business unit), the positions currently existing in the team (among them the plaintiff as one of two vice presidents of engineering); After a year of integration and examination, the decision was made to reduce - to cancel one of the positions of the VP of Engineering; In the week following the sending of the email, the plaintiff will be informed that His position was cancelled; Human Resources will send the summons to the hearing on July 1, 2025, and the hearing itself is scheduled for July 3, 2025; Setting the date of termination of employment will be as soon as possible, Subject to the hearing process -"Effective date of termination ASAP,subject to the heating"; Detailed the future team structure, when No alternative standard will be developed for the position of plaintiff and his responsibilities will now be shared among team members; and the decision is in line with strategic efforts to streamline management and improve operational efficiency (paragraph 26 of my summaries The plaintiff). In other words, the announcement corresponds to an alignment Vigorous Prior to the hearing process, in particular, a draft of messages to employees for internal communication was attached to the email message, which had already been prepared a few days earlier (p. 15, 12-17).  At the same time, with a probability close to certainty, The Plaintiff's Employment was expected to end, even if according to the SRS (paragraph 50 of its summaries), Although this is not a final decision or a fait accompli (section 2 of the summaries of the reply).
78. Here is the place to note that In another case that reached the court's doorstep, Registrar Rafi Huber claimed that the hearing before President Adler was nothing but verbal and external. This is based on President Adler's letters to the President The Supreme Lightning and to the Ministers of Justice and Labor and Welfare at the time for a recommendation At the end of his term and Cancellation of the Registrar's Appointment. From these letters, he learned Latest that President Adler has "determined a firm position" that he is unfit for the position, is already moving to a hearing (see paragraph 73 of the judgment of President Spitzer (as he was then called) in the case Election Appeal (Beersheba) 1841/06 Rafi Huber - State of Israel (December 25, 2007).  In this regard, the Honorable Justice Rabinovich, in Request for Leave to Appeal, ruled 1340/01 Rafi Huber - State of Israel (10.10.2001) that "Indeed, I am aware of the Applicant's concern about a sense of preconceived opinion on the part of the President, which he claims is expressed in the manner in which he is actively involved in moving the wheels of the mechanism for removing the Applicant from office, but it must be remembered that this is the way of the world...Were it not for this foundation, the intention to remove the applicant from office would not have been born.  This is the fixed figure in the equation - a detracting side that gives rise to the intention, which is followed by the action.  It is possible that the correct stage to carry out the hearing is the stage in which there is only the intention without taking any further steps in the act, but even if the hearing is done later, things are reversible, and it cannot be said that they cannot be changed".
79. Let us return to our matter. There is no dispute that The email message itself was sent the day after the end of the plaintiff's year of employment; and the plaintiff chose not to appear for the hearing to which he was summoned, so it is difficult to strike now For his part Arguments against its integrity. In any event, "when an employee is 'unlawfully' dismissed, including when the duty to a hearing has been breached, the question arises as to the remedy that should be given to the employee for his dismissal.  The range of possible remedies ranges from the cancellation of the dismissal and enforcement of the employment relationship, with or without monetary compensation, to monetary relief only, as well as relief for mental anguish."Labor Appeal (National) 573/09 Dov Seidman - E.  C.  Telecom Islands in Tax Appeal (December 16, 2010).  In our case, no independent relief was sought for compensation due to the violation of the right to a hearing and its proper functioning, nor was an injunction for the enforcement of employment relations.  On the contrary, the plaintiff claims that the cause of dismissal in his case is with regard to theBalances His role is a cause of action Justified and for practical considerations (see the required changes AA (National) 43366-02-14 Charlie Ohana - Association of Be'er Sheva Area Cities (Fire Services) (14.1.2018); And as we know"In Israel, by default, the approach of Employment at WillIn other words, you can be fired for any reason." Subject to exceptions (Guy Davidov and Ido Eshet, "Job Security in the Workplace: Towards balanced interim arrangements", Mishpatim 44 143, 148 (2012) (hereinafter - Davidov and Eshet).  The Plaintiff focused his arguments on the question of The timing Only, because according to him, Akamai should have fired him earlier, "at the time of employment.  On the date that defendant 2 Purchased no two" (p.  7, s.  17), i.e., at the time of his enlistment, since it was an "unnecessary position" (paragraph 19 of the plaintiff's summaries) "This unusual organizational structure, in which a deputy general reports to another deputy director-general, created a structured and unreasonable duplication" (p.  6, s.  34; p.  7, s.  4; para.  17 of the plaintiff's summaries; paragraph 7 of the reply summaries) - "the structure (e) raises a difficulty in acting quickly" (testimony of Rafash, p.  14, s.  30-31).
80. In the circumstances of the case, despite the inconvenience in the way Akamai walked in the matter Procedure The hearing, when We have not lost sight of Akamai Claim, According to which Ropesh sought to coordinate all the organizational changes in the business unit at that date, it is not possible to retrospect the date of the dismissal, on the timeline, even if there is a defect in them, as if they were actually done before the end of the year.
81. Fourth, Anonymous An appropriate evidentiary basis was laid on the part of the plaintiff for a positive determination, according to which All A salary increase for an employee at Akamai is subject to the cancellation of another position. But what about his claim? Concrete (paragraph 38 of the plaintiff's affidavit in the motion for cancellation), According to her, this is how Akamai behaved on the day 15.6.2025 In his case, when Aryeh's demand to raise the wages of the unit's employees was accepted R&D in the sum of $260,000, so that the dismissal of the plaintiff was Done Deal Moving on to the end of the year?
82. Although the plaintiff's argument was raised after the filing of the statement of claim, it was already mentioned in paragraph 38 of the affidavit of the plaintiff's response to the motion to cancel the injunction, as well as in the list of appendices in the affidavit of discovery of documents on behalf of the plaintiff - 'an audio file containing a recording of a conversation between the plaintiff and Mr. Arie Salmon dated July 14, 2025' in this matter (Appendix 7) (hereinafter: Audio file). In view of the nature of the claim relating to the core of the dispute, as well as the date of its raising, and taking into account the format of the proceeding that we discussed above, contrary to the defendants' argument, we do not believe that this is an expansion of a prohibited front. This is not a surprising claim or evidence, when the defendants could certainly have dealt with it (Civil Appeal Authority 6814/15 Noya Diamonds in Tax Appeal v.  Lucky Diamonds N.A.  in Tax Appeal (21.12.2015); paragraphs 4 and 5 of the plaintiff's response summaries).  On the merits of the matter:
83. The plaintiff clarified during the conversation that was recorded but not transcribed (As for the time limit, we found it necessary to listen to it and even give it evidentiary weight, sinceIt faithfully reflects the The course of the conversation (See Yaniv and Aki, Law of Evidence Volume 1 (2020), Chapter 7 Admissibility of Evidence) that Financing Wage Increases Is All a Matter of ''Budget and there is no other source for raising the wages of the unit's employees beyond the salary due to the cancellation of his position; Aryeh did not rule out the remarks, while clarifying that during the year he contacted Roofash several times regarding salary increases. And only about a month and a half ago.  -Two months, that is, at the beginning of June, after the intervention of human resources, he returned to him because he could distribute 200,000$ Salary and ILS 400,000 for the distribution of shares to the unit's employees.  Aryeh confirmed that he filled out forms on the matter on June 26, 2026, when the approval was received about a week earlier, that is, in the week of June 15.  It should be noted that the plaintiff is not very precise, since in paragraph 36 of the response on his behalf, it is claimed that the unit's employees "received an additional salary increase in the amount of $260,000, which 'incidentally' reflects the annual salary of $270,000.", while in the conversation it became clear that it was200,000$.  We are aware of the defendants' claim that this is hearsay testimony, but from the conversation it can be understood from Aryeh's alleged words that the said consideration was tentatively 'closed' Fetus At the end of the year period.  The defendants preferred not to summon Aryeh, who is still working in its ranks, to testify; The plaintiff was not asked about this in his cross-examination.  The matter should be attributed to the defendants' obligation.
84. At the beginning of his cross-examination, Oz was asked about an email from 7.7.2025, in which it was written 'Here's what I got from Arie. Can we repurpose what we used for yuval?', this was in continuation of a phone call by Oz Lemani on the same day regarding the retention of employees in the unit (p. 2 of Appendix 9 To the CBS Akmai), and he replied: "I didn't ask/call to ask if I could use Yuval's money.  Throughout the year, when our employees threatened to leave, we tried to find ways to retain them, and this happened many times, in which I contacted the managers and said that they would get us money so that we could retain managers" (p.  12, 12-15).  However, Oz later did not deny that on the 7.7.2025 One of the managers (Aryeh) asked about the use of funds, and in his words, "I didn't think but I think there was a question/someone asked what was left, the one who manages the whole department, At this stage, when the witness has already been summoned to the hearing, is it possible to use the money at that point?" (p.  12, paras.  22-25).  While we were under the impression that Oz's testimony was elusive in this matter, it is impossible to ignore the fact that Oz was not specifically asked in his cross-examination regarding the claim regarding the decision that was supposedly made on the day 15.6.2025, Rather, it applies to emails dated July 7, 2025, i.e.  After End of his year of employment of the plaintiff.  It also appears that at this date (July 7, 2025), in practice, the alleged funds had not yet been distributed.
85. In connection with this, it should be noted that the plaintiff's argument in paragraph 4 of the reply summaries, according to which the defendants "chose not to deal with the evidence and not to bring Mr. Rafesch's supplementary testimony" is incomprehensible, both because the claim was first raised in the framework of the response and because the plaintiff preferred not to ask Roofash questions on this matter during his cross-examination. However, from additional e-mails dated July 7, 2025 and July 8, 2025 (p. 1, Appendix 9 to the disclosure of the accusation), i.e.  After The summons to the hearing and the warning letter of his counsel (P/Y), it can be learned that during the relevant period, Roofash approved a basket of benefits for the unit's employees in a more significant amount than the plaintiff claims, in the total amount of $1,300,000, and requested that an additional $600,000 be approved from an external budget and without canceling any position (paragraphs 22 and 33) In conclusion Akamai) - sums that do not necessarily correspond to the plaintiff's salary and the plaintiff's shares.  However, in the same email message dated July 7, 2025, it was noted that "For additional context, a few weeks ago rupesh gave budget to Arie to plan retention related salary increases ($200k) and retention equity grants ($400k) based on heightened retention risks…".  The aforesaid strengthens the plaintiff's argument regarding the date on which the decision to distribute the budget was made.
86. Thus Or so, It is difficult to reconcile a situation because in the case of an employer Only Considers his path in relation to a certain employee, or even makes an internal managerial tentative decision Budgetary which has not yet taken shape and has not yet been implemented in practice. About that employee or changed From his status, The date on which the employee will be considered as if Fired It is the time for the tentative decision to be made.

Lack of good faith?

87. And to be precise, according to the The Plaintiff The need for organizational changes was clear before the end of the entitlement, and Akamai's delay in her decision was made in bad faith, with the aim of scheduling the dismissal so that the plaintiff would be deprived of the acceleration funds, while thwarting his entitlement to the funds; and that a serious concern arises that Oz, Senior Management Member, Benonim Shareholder and Direct Supervisor ofYo, which is expected to benefit personally from the denial of the acceleration funds, was involved in scheduling the plaintiff's dismissal in order for the funds to be distributed to the shareholders, including Same and will not be handed over to the plaintiff. The Defendants On the other hand, it claims that Roofash did not know that the agreement with the plaintiff included a clause entitlement to the acceleration funds and that the decision was made solely for professional and practical reasons; As far as Oz is concerned, this is a speculative and completely baseless claim, since the latter had no involvement in the decision to summon the plaintiff to the hearing and he was not aware of it at all until the eve of sending the letter of summons to the hearing.
88. As is well known, parties are obligated to act towards each other in good faith. This principle was established In section 39 of the Contracts (General Part) Law, 5733-1973, which states:

"In the fulfillment of an obligation deriving from a contract, one must act in an acceptable manner and in good faith, and the same applies to the use of a right deriving from a contract."

89. Similarly, parties to an employment relationship "have an increased duty of good faith due to the special nature of the employment contract and its implications for the life of the individual" (Labor Appeal (National) 8228-10-19 Sharon Levy - Insurance Agency Style (1992) in a Tax Appeal (January 11, 2021) and the references there (hereinafter - the Levy case). Indeed, "It is generally agreed that the power of an employer to dismiss is not unlimited, and it is subordinate, inter alia, by virtue of a provision Article 39 The Contracts (General Part) Law, 5733-1973, requires that one act in good faith and in the 'customary way', and as much as possible, taking into account the interest of the employee who is expected to be harmed by the dismissal. Hence, it is customary to examine the grounds for dismissal - whether they are justified, The timing and even the procedure for their execution (e.g., the duty to hear in good faith)", while referring to the opinion of the Honorable Justice Rabinowitz, according to which the exercise of the power of dismissal should be done "only in relevant and real circumstances that justify taking such a step, fairly, openly, sensitively, proportionately, and while considering the interest of the other party who is liable to be harmed in such a move."Labor Appeal (National) 530/09 Syntech Media in Tax Appeal - Eldad Saida (September 14, 2011), the majority opinion of the Honorable Justice (as he was then called) Ilan Itach (hereinafter - the Saida case).  "It can be said that in Israeli case law, an interim arrangement has been opened according to which while there is no prohibition on dismissal without a sufficient reason, there is a prohibition on dismissal in bad faith." (Davidov and Eshet; p.  159
90. It's hard to ignore our case From the impression Because these are not 'actors' 'Regular' In the field of labor law, except in parties and agreements that 'dip' their hands and feet in the commercial field of mergers and acquisitions, and in the involvement of a former shareholder in Benonim who is not present absent, but rather 'wears' an additional hat as the plaintiff's direct manager, while the other former shareholders are allegedly 'competing' for the same acceleration amount. And this is the main thing, there is no dispute that the amount of acceleration that is the basis of the dispute in our case, in no scenario will be left in the hands of Akamai, since it has already been transferred to the trustee - a sum of money deriving from a contractual right that was created in the framework of the acquisition and which was financed by the shareholders and options in Benonim (paragraph 1 of the Akamai summaries; pp. 13, 30-35; p.  36, paras.  1-2; paragraph 12 of my summaries SRS).  In another matter he ruled אב The court said that "We were under the impression that the business characteristics of the purchase agreement, as well as the synergy between the plaintiff and the defendant, as well as the nature of the relationship...are deeply rooted in the agreement for the provision of services and project on each other, in terms of an inseparable connection" (Labor Dispute (Tel Aviv) Avshalom Hamama by T&M Or Orly Shaakim (21.4.2024); An appeal against the judgment was deleted on the recommendation of the National Court).
91. However, in paragraph 10 of the statement of claim, the plaintiff claims that "great pressure was exerted on him to waive the conditions of the Double Trigger Acceleration"; Because Oz assured him that he had nothing to fear from canceling the "double trigger" mechanism, because "Akamai is A company that doesn't fire" (Correspondence dated June 2, 2024, Appendix D to the statement of claim); If he does not sign the new agreements, he will be considered to have resigned from the plaintiff (Appendix 3, p. 12 to the plaintiff's summary; paragraphs 9 and 10 of the plaintiff's summaries).; that Oz and the Benonim shareholders had a clear interest in the purchase agreement to be signed in its current form, since if payment had been made to the plaintiff at the time of closing the transaction, it would have directly reduced the amount of the purchase and the consideration due to Oz and the other shareholders (paragraph 8 of the plaintiff's summaries, email correspondence dated May 14, 2045 between Mr. McDonnell and the employees of Ekamai, which was attached as Appendix 8 to the Ecmai Board); and that at the end of the day he agreed For a reduced arrangement (paragraph 10 of the plaintiff's summaries). However, on the other hand, the defendants claim, and especially SRS that the plaintiff wishes to present himself as a 'victim', even though he received millions of dollars to which he was not entitled for his employment of Benonim (paragraph 3 of my summary SRS; pp.  8, paras.  26-27), that Akamai Financially damaged that the plaintiff was dismissed after the defense period had passed, since if he had been fired earlier, she would have saved at least half a million dollars, and possibly even much more (paragraph 12 of my summaries SRS; paragraph 27 of the Akamai summaries) and that Oz's notice of June 2, 2024 was sent to all of the company's employees and not to the plaintiff individually And there is no threat in it (Section 25 of my summaries SRS).
92. In this context, we have found to quote some of the plaintiff's words in the evidentiary hearing (pp. 8, 28; p. 9, 3-10):

"Q.      Why didn't you mention to the House of Discussion that according to the Nonim method [refers to the side letter] it is in no way related to the purchase / Is it true that Oz Golan told you in real time that the side-letter Invalid On the condition of purchase?

1. There were discussions with Oz about this. The same $825 (1,000 dollars) was paid under an agreement that (he) is not a signing bonus.  Rala Release Aggregate (Release Agreement) against this undertaking of the company.  In the same breath that he said it was invalid, he understood that it was, so he paid the 825 and this is the waiver.
2. Why don't you tell me all this beautiful explanation that you turn to a place of discussion and ask for honest relief in the presence of one party?
3. The reason I didn't mention whether the $6.2 million of the sidelighter was an argument or not is irrelevant. The hearing is about defendant 2.  If there was an argument in the past, it was closed in an agreement and is not related to this statement of claim".

Oz clarified in his cross-examination that "the side letter was not valid at the time, it was according to his employment contract" (p.  10, paras.  1-3).

93. We believe that Since the relief claimed in the statement of claim derives its power from agreements The New Ones that were signed between the parties and that no remedy was sought to cancel them on the grounds that they were ordered by coercion and/or pressure, and at the end of the day the contractual system Who came into the world Agreed upon All The Parties (represented by lawyers in the field)(Appendix 7 to the ECMC), Thus, we must examine the good faith of the parties, in view of the agreements signed between the plaintiff and Akamai and their actual conduct. And not in the perspective of the agreements signed between the plaintiff and Nonim and/or loss or perhaps profit of each of the parties by signing these agreements (for the required changes, see Labor Appeal (National) 182/07 Microsoft Israel Ltd. - Roni Grushka (August 21, 2007), paragraph 28 (3) of the judgment).
94. Indeed, Akamai's claim that Its decision regarding the dismissal of the plaintiff was made in an orderly and structured proceeding (Low-key/Sections 19-22; p. 11, paras. 15-20; Appendices 6 and 13Central Bureau of Statistics akamai; Sections 7 and 8 of the Ecma Summaries; Nat/ 5; Section 44 of my summaries SRS); To be more precise, the plaintiff does not dispute this.
95. However, contrary to the defendants' claims, we find it difficult to believe that he was not brought to his attention Rafash's The contractual system, including the defense mechanism against dismissal in the framework of the acquisition transaction towards the end of the year, which encapsulates the sum of the acceleration (Low-key/Sections 35-36, 46-49; p. 15 s. 31-32; p.  16, paras.  1-5), especially since human resources and legal entities were involved, as aforesaid, in the process of terminating his employment of the plaintiff (Paragraph 10 of the plaintiff's reply summaries; Low-key/Sections 33, 34 and 37).  In response to the question, was he aware that Oz had a financial interest according to which the plaintiff would not be fired during the year Admittedly He replied at first, "No.  Because I'm not involved.  There is a separate team that deals with the matters of the acquisition" (p.  15, paras.  28-30), but later he replied, "I followed the human resources/personnel processes of defendant 2, my legal team and my managers.  The process is taken seriously and takes time to organize all the materials and work required for the process...  The decision was made solely with regard to the efficiency of the corporation" (p.  16, paras.  1-7).
96. In connection with this, it should be noted that Akamai claimed in paragraphs 84, 86 and 87 of the response to the injunction, as well as in section 95 of the statement of defense, that in the course of the conversation that took place in the presence of the plaintiff and Liat on May 15, 2025, "the applicant did say, as he said almost In any other meeting that he had with Akamai's human resources representatives, because he wanted Akamai to terminate his employment before he completed the employment year, because in that case he would be entitled to a significant payment from Maoz... In fact, an examination of the events in retrospect shows that in the recent period (about two months back) the Applicant began to reduce the performance of his work and his position. The Applicant's work productivity declined and decreased, and two other employees managed by the Applicant began to turn more and more to Oz and Feeble, while demonstrating high and capable abilities.  At a certain point, when actions were not satisfactory, the Applicant began to contact various parties and tell them that if Ekamai terminates his employment in the near future, he will be entitled to receive a lot of money from Maoz..." (Low-key/ Section 36; p.  7, s.  17).
97. At the same time, it did not disappear From Us Akamai's argument that if she had terminated the plaintiff's employment before the end of the year (June 24, 2025), she would have saved the maturity of RSU In the sum of approximately $400,000 - an out-of-pocket sum for which she claims deduction (Nat/Sections 104-106; Paragraph 27 of the Akamai summaries). In addition, if the employment had ended earlier, let alone at the time the employment began, Akamai would have saved Also Hundreds of thousands of shekels due to salary costs and pension deposits and related costs (Appendices 14 and 15 to 3Central Bureau of Statistics akamai).
98. And that's the main thing. Admittedly, Akamai argues that this is not an arbitrary decision intended to benefit the Oz "At the expense of the plaintiff" (paragraph 28 of the Ekmai summaries), but We believe that It is not possible to rule out the probable possibility that Akamai, by means of Oz, deliberately and in a planned manner, sought to enrich the latter, who is well acquainted with the plaintiff's contractual array 'at the expense' (pp. 6, paras.  15-16, paras.  25-26), and in the plaintiff's words, "My argument is not that Oz fired me, but that he caused Delay The dismissal in order to get the money."
99. From the point of view of Slippery - At that point in time (the second third of 2025), precisely because Oz focused on lateral integration As a key factor and a unique owner for the integration process of nonim in Akmai, the latter wants to visit him, since he is an employee Necessary and Contributing to Society, so naturally she Bikra to 'prioritize' it (a senior employee with a share of 8% of the shares Benonim) on the plaintiff's face which at the time was not necessary for the integration process, despite the fact that prior to the merger, Akamai believed that the plaintiff was one of three critical factors for success (paragraph 16 of my summary SRS; N10 for the detection of acne). According to Rofesh, most of the tasks in the last two months for the plaintiff's employment were carried out by the department managers subordinate to the plaintiff, and the management was carried out by both the former and Oz, with the latter managing the recently acquired activity for it. To this, we will add that not only did Oz benefit from the plaintiff's dismissal, but also former Benonim shareholders, including hundreds of Former Noni Employees, who, unlike the plaintiff, did not receive millions of dollars as a result of the purchase (paragraph 4 of the and 37 Summaries of 37 SRS).  It should be emphasized, Mr. Roofash testified Before Us Because despite the fact that the building In the unit causes difficulties to act quickly (pp.  14, 30-31), "In consultation with Oz, we decided to continue/leave the organizational structure as it was at the time of the acquisition" (pp.  14, 35; p.  15, 1); and that the latter asked "We won't make changes" (p.  15, s.  25).  This corresponds with what was stated in the conversation that took place between the plaintiff and Aryeh, the former said that 'I don't think it was in the head of a scumbag...Oz pulled and he said to him at the last minute, 'Okay.'.
100. From Oz-Oz's point of view, he claimed in his cross-examination that "the goal was never to fire him. In addition to the mentioned money, he received another 2 million after two years.  I really appreciated him and gave him a high grade.  There was no intention to fire Yuval, at least not by me...I had an interest in the plaintiff staying in a company like No Name for as long as possible.  Even on the day he was informed of the dismissal, I objected and had a difficult conversation with my boss and tried to talk to people from the company in order to convince them that Yuval would stay.  the opposite" (p.  10, paras.  21-32).  Oz later clarified that "it is clear that in certain situations, the more people I recruit, the bigger it is.  That's how it works.  If money goes to the same people I recruit, it doesn't necessarily come to me, but my whole meaning is to recruit CEOs and establish a company, and I have an interest in defendant 2 because there is a product there that the plaintiff can make successful.  That's not true.  The intention is that the money will be distributed among all shareholders.  In this case, there was explicitly money on the side and it was not distributed.  The story of the retination and I stand behind it, it is intended for the plaintiff to remain in the company and I still want the plaintiff to remain in the company...  At no point did I want to fire Yuval..." (p.  11, 1-4, 14-15; 22-24).  It should be noted that during the conversation between the plaintiff and Aryeh, the former claimed that Oz "did not have to fire me (now D.Y.)It's not that he hates me...  He could not have fired me and still got the money." And that Oz apparently told Ropesh that there was no need to rush with the dismissal and that he would talk to me."
101. We were under the impression that during the year Oz was not at all equal to the date of termination of the plaintiff's employment, and that he sought to retain the plaintiff in the company. However, an email from June 25, 2025 indicates that Oz is not the decision-making party, but rather the one who should be updated on the matter.  However, we find it difficult to believe, against the background of the weekly meetings between Oz and Roofes, as well as the plaintiff's conduct in the last two months of his employment, which Akamai insisted on, that Oz was not in the secret of the matter, especially since for the latter in the last two months the tasks had 'fallen' on the shoulders of both of them.
102. We are aware of the plaintiff's argument that was raised for the first time in his summaries, according to which it cannot be excluded that the decision to dismiss him immediately near the end of the eligibility period was made due to the implication of the accounting classification of the payment of the acceleration amount. Payment to shareholders as part of the acquisition of a company is classified, according to accepted accounting rules, as a capital expense that does not affect Akamai's profit and loss statements and Akamai's reports to the NASDAQ stock exchange.  This is in contrast to the operation of the "double trigger" mechanism, since the payment of the acceleration amount for dismissal is made through the purchaser's payroll systems, which is classified as an operating expense in a significant amount exceeding $3 million (paragraphs 46 and 47, footnote 58 to the plaintiff's summaries referring to the provision of clause 2(a)(2) of the holdback agreement; paragraph 24 of Ropesch's affidavit that "everything was examined in relation to the operating expenses of the various groups"; an email message sent by Mr. McDonnell on June 6, 2024, under the heading "Accounting Question", in which we were asked whether the acceleration amount deposit would be classified as an operating expense that is not in accordance with Non-GAAP (p.  8, paras.  6-16).

103.However, despite the fact that this is an argument that is not fundamentally unfounded, we accept the defendants' arguments that this is an expansion of a prohibited front - an argument that SRS's counsel discussed in the hearing (pp.  7, paras.  35-36), since such a claim was not mentioned at all in the statement of claim or in any other court statement, and it is ostensibly a hypothesis that was not supported by an accounting opinion (Civil Appeal 3849/16 Yosef Freibrun v.  Bullock Gad Tourism and Hotels in a Tax Appeal (August 12, 2018).  This is even more true when the plaintiff announced on December 24, 2025, after the hearing in which cross-examinations were held, that he intended to submit an expert opinion in the field of accounting, which would also address the economic and accounting interest that Akamai had in postponing the date of his dismissal, while in his cross-examination the plaintiff claimed that "there is a question here" (p.  8, para.  6).  It is not needless to say that an accounting opinion (which can be submitted when a claim is raised in a court of law) was not submitted to the court file.  In any event, it is not possible to accept the plaintiff's argument that "this is an evidentiary conclusion from the defendants' documents and not a professional-normative determination.  Therefore, there is no need for an opinion, and documents and business logic are sufficient to establish the motive and the connection to the timing" (paragraph 14 of the summaries of the reply).

104. In order for the picture to be complete, it should be noted that the defendants claimed in their summaries that according to Akamai Ben ASDAK's financial statements for the third quarter of 2025, its operating expenses amounted to $888.6 million, so that the amount of acceleration, at the operational level, is relatively negligible (paragraph 34 of the Akamai summaries; paragraph 17 of the SRS summaries). On the other hand, the plaintiff argues in the summaries of the reply that for Akamai, a public corporation traded on NASDAQ, the plaintiff's salary is relatively negligible, while the recording of the acceleration payment as an operating expense (Opex) in the amount of millions of dollars, directly harms the net profit line reported to investors - a material consideration for a public company, which immeasurably exceeds the cost of the plaintiff's current salary (paragraph 12 of the reply summaries).  This is therefore a considerable sum in itself, but a relatively negligible sum (about 3%) in relation to Akamai's operating expenses, but since no evidence was brought before us on the matter, we will not rule on the issue.
105. Interim Summary III: In accordance with the totality of the evidence, we have the impression that the proximity of the time between the date of the plaintiff's dismissal and the date of his entitlement to the acceleration amount, supports his version that this is not a coincidence and in his language 'miraculously', but rather a causal connection between the two, according to which Akamai sought to suspend the justified dismissal until a year has passed from the date of the commencement of the transaction. For the "pur" regarding the termination of his employment "fell" before the end of his year of employment.
106. However, the question arises: Does the fact that Akamai suspended her notice to the plaintiff of the termination of his employment with the plaintiff, and thus ostensibly prevented him from entitlement to the acceleration amount, amounts to bad faith? We are of the opinion that in the circumstances of the case, the question should be answered in the negative.
107. It is not possible to accept SRS's comprehensive and sweeping argument (paragraph 16 of the summaries), according to which there is no basis for the claim that an employer is 'obligated' to dismiss an employee at the employee's preferred time, since it is certainly possible to think of a situation whereby an employer would be obligated to do so; for example, when he violates one of the conditions of the employee's employment. For "if a party to the contract insists that he wishes to make a change in the terms of the contract, he must first bring the entire contract to its conclusion - as he is entitled to do.  If he does so, he must enter into a new contract..." (High Court of Justice 239/83 Milfelder v.  National Labor Court, IsrSC 41(2)(210); Saida case, the opinion of Justice Rabinowitz).  However, in the present case, it was not argued, and in any event, it was not proven that Akmai degraded a condition of the plaintiff's working conditions, and therefore she was not obligated to act differently with regard to the termination of his employment.  We will elaborate.
108. First, if, according to the plaintiff, Akamai was obligated to dismiss him earlier, why did he not go to the court, moving to the end of the year, requesting that the court order Akamai to dismiss him?
109. Second, we are not dealing with a dispute relating to a cogent right, but rather a right that is rooted in and connected to the heart of the company's commercial life. In fact, "this is an economic condition, and the court must exercise a degree of self-restraint before entering a field that it prefers to leave to the parties" (the Saida case).
110. Third, the claim of the 'conflict of interest' raised by the plaintiff in paragraphs 43 and 48 of the statement of claim, according to which "the postponement of the execution of the move and the timing of its commencement only after the end of the period of entitlement, unequivocally attest to prior and calculated planning, the purpose of which is to prevent the plaintiff from receiving the rights to which he is lawfully entitled, while enriching the shareholders, first and foremost Mr. Golan himself" does not coincide with his claim in paragraph 9 of the summaries of the reply that "Akamai should have ensured that the conflict of interest Mr. Golan's distinctiveness, which is likely to benefit directly financially from the postponement of the dismissal, was examined and neutralized..." In any event, even from the plaintiff's point of view, the conflict of interest was 'born' with the signing of the agreement (p. 7, s.  7).  Moreover.  It should be remembered that this is a global business company that is subject to obligations in the field of commercial law (which was not alleged to have been breached before us, and in any case it is not clear whether the court is authorized to hear these claims), the claim of conflict of interest derived from the field of administrative law in relation to labor law is not relevant to our case.  All the more so in terms of what was said about a dual entity that "care must be taken not to impose on a dual entity, which is essentially a private body, the shackles of public law that will burden it without justification to act effectively in the fulfillment of its functions and achieve its goals" (Civil Appeal 3414/93 On v.  Diamond Exchange Enterprises Ltd., IsrSC 49(3) 196, 207 (1995)); Civil Appeal 367/14 MK Eitan Cabel v.  The New General Workers' Union (March 9, 2014), Zilbertal's opinion).
111. Fourth, whether or not Akamai enjoys the fruits of the plaintiff's lack of entitlement at the operational level, whether or not the date set for the hearing is related to the implementation of the integration of 200 noni employees by the end of the year, we do not believe that preference for the economic and organizational interest of a company, in and of itself, including the preference of a senior manager in its ranks (who is responsible for the functioning of 200 former noni employees) over the plaintiff, It is a consideration that is not in a company's toolbox, perhaps it is a legitimate consideration that is deep within Akmai's managerial prerogative.
112. Fifthly, we are of the opinion that the plaintiff's claim of bad faith is encapsulated by an argument that people will act irrationally; that is, that Oz, as one of the nonprofit shareholders, will waive $250,000 in his favor (in particular, in a conversation with Aryeh, the plaintiff claimed that despite Oz being a 'millionaire', he is also interested in relatively small sums), since the amount of acceleration goes to either the plaintiff or to non-profit shareholders (including Oz). The plaintiff understands this very well, and it is not for nothing that he told Aryeh in the conversation, "If you have to make a decision that brings you half a million dollars...  So you look through your eyes...  Will he give up half a million dollars that Yuval will receive more?..." Similarly, any other reasonable employer, under the concrete circumstances, would not have fired a moving employee until the end of the year, whether for the sake of retention or for other needs of the company, even if this is contrary to any basic organizational logic as claimed by the plaintiff (paragraphs 17 and 18 of his summaries).  This is not for the purpose of avoiding the execution of the agreement as he claims, but rather in order to comply with its provisions and in order not to pay a huge sum in the form of the acceleration amount, especially since according to the plaintiff it benefits operationally.
113. In fact, we are of the opinion that the plaintiff's approach is incompatible with the commercial and economic purpose of the agreements, as is learned from their language, as well as from their objective purpose that was signed between the parties. It should be emphasized that these are unusual gifts in the world of work that are deeply rooted in the world of commerce.  The starting point is that each party to a commercial transaction is interested in maximizing its own profit, and that it will not take part in the transaction if it expects its welfare to be reduced" (Civil Appeal 6701/00 Clash Mordechai Construction Company in Tax Appeal v.  Avner, IsrSC 56 (5) 799, 811); Civil Appeal 8565/06 Americar Management and Consulting Services (1987) in Tax Appeal v.  Malibu-Israel in Tax Appeal (November 6, 2009) (hereinafter: the Malibu case).  However, once again, the question comes back to its place, and what about the duty of good faith?
114. The test of good faith "establishes a standard of 'man to man' - not a wolf, not an angel; Man to Man - Adam" (Civil Appeals Authority 6339/97 Rocker v. Salomon, IsrSC 55(1) 199, 279 (1999)).  However, "it is a well-known rule that the very act of insisting on a contractual right and making use of it does not in itself constitute a lack of good faith...  However, the manner in which the right is used and the manner in which the contractual right is used are subject to the principle of good faith...  Even if we assume that the only consideration for terminating the relationship is economic, this does not constitute a breach of the duty of good faith that applies to the respondent.  The contract grants the respondent the opportunity to terminate the engagement for reasons of economic feasibility and uses explicit language of "profitability".  There is nothing wrong with a business company's desire to maximize its profits as long as its actions are carried out lawfully and in accordance with its purpose, since "the purpose of a company is to act according to business considerations to maximize its profits"...  The duty of good faith does not invalidate the business purpose of the contract.  The duty of good faith is integrated with the purpose of the business contract and requires all parties to the contract to act fairly, taking into account justified expectations and proper reliance on the other party.  The duty of good faith does not require altruism and the abolition of self-interest, on the contrary, the duty of good faith recognizes the concern of a party to the contract for its own interest, but it requires that this concern be done fairly.  Concern for the economic interest, which is part of the contract, does not breach the duty to act in good faith.  Words in a similar spirit were said by this court" (Malibu).
115. It seems that the plaintiff expected thatAkamai and Oz would treat him in the 'measure of Chassidism', but failure to act to the said extent does not amount to bad faith (the Saida case). This is because when the scales are at stake, the payment of ILS 85,000 per month (not including social benefits), on the one hand, and a profit for Oz in the sum of ₪250,000 (and substantial additional sums for additional shareholders in a total amount of about ILS 12,000,000), as well as operating expenses that have not yet been clarified, on the other hand, it is not impossible that a reasonable company and person would have acted as the latter.

Thwarting suspension conditions?

116. We have not lost sight of the plaintiff's argument in paragraph 39 of his summaries that "the postponement of the date on which the decision to dismiss the plaintiff was communicated, which was made and was final during the period of entitlement, using a hearing proceeding for the sake of appearance, constitutes a bad faith thwarting of the condition in which the plaintiff is entitled to the acceleration amount. Therefore, Akamai is not entitled to rely on the non-fulfillment of the condition to pay the denial of the plaintiff's entitlement to payment" and that "in our case...  The qualifying condition (the dismissal of the plaintiff during the period of entitlement) should be considered as if it existed at the time this decision was made.  This determination is also consistent with the rulings of the labor courts with respect to dismissals that are scheduled in close proximity to a qualifying date, where the dismissal is intended to thwart the employee's economic entitlement (such as options)." In support of his position, the plaintiff referred to the Saida case, to the Labor Dispute Judgment (Tel Aviv) 7535-07-22 Timea Kovac - Novo Central in a Tax Appeal (November 16, 2024) (hereinafter - the Kovacs case) as well as the Levy case.
117. Section 28 of the Contracts Law, entitled 'Conditional Foiling', states:

“)a)      The contract was conditional In suspension conditions And one party has prevented the fulfillment of the condition, it is not entitled to rely on its non-fulfillment.