The Ottoman Settlement [Old Version] 19166. On October 28, 2023, the plaintiff signed the employment agreement in Benonim (SRS/Section 1). In clause 5 of the employment agreement, it was determined that the plaintiff's salary would be ILS 85,000 per month. In Article 13 of the Agreement, which is entitled Options It was held as follows:
12-34-56-78 צ'כוב נ' מדינת ישראל, פ'ד נא (2)"Subject to the approval of the Board of Directors of Noname Gate Ltd. (the "Company"), the company's parent company (the "Parent", the "Parent Board"), you shall be entitled to receive an option to purchase 8,609,217.6 (eight million six hundred nine thousand two hundred seventeen point six) Ordinary Shares of the Parent company, with Exercise Price of 0.01 ILS per options (the "option"). Any Option, to the extent granted, shall be granted subject to the Parent Board's approval and pursuant to the Company's 2020 Share Incentive Plan', a definitive option grant agreement, and other terms and conditions as set forth by the Parent Board and the Plan, including without limitation, a 4-years quarterly vesting schedule with no cliff. In addition, in the event: (1) you are employed by the Company; and (2) the Company terminates your employment without Cause (as defined in the plan) or the employment is terminated by you for Good Reason (as defined below) within the twelve (12) months period following a Merger/Sale, then 100% of the then unvested shares underlying the Option, as of the date of such termination without Cause or for Good Reason will accelerate and automatically vest, provided that within sixty (60) days following the date of determination, you execute and do not revoke (during any applicable revocation period) an effective general release of all claims against the Company, and its affiliates in a form reasonably acceptable to the Company…"
- On November 21, 2023, theSide Letter between the plaintiff and Nonim (P/B; pp. 9, paras. 23-32), in which the latter undertaking to grant the plaintiff options for non-profit shares, with a total value of no less than $6.2 million, was anchored, namely:
"… This supplementary equity grant is intended to enhance Mr. Barkan's existing allocation of 8,609,217 shares, ensuring an expected value of no less than $6.2 million at the time of issuance. It is explicitly stated that the exercise price for any such grant will be fixed at 0.01 ILS. Furthermore, in such circumstances, the vesting schedule for this supplementary equity grant will align with that of Mr. Barkan's initial grant…".
- In a document titled NOTICE OF OPTION GRANT From March 12, 2024, which the plaintiff signed on April 4, 2024 (hereinafter - Notice of the Grant of Options)(SRS/N2) Written in the section Vesting Schedule:
"The Option shall vest and become exercisable under the following schedule: 4-years quarterly vesting schedule. In the event that within 12 months following M&A the grantee's employment agreement is terminated by the Company without cause or by the grantee for good reason (as defined in the employment agreement), than 100% of the then unvested options will accelerate and automatically vest, provided that within sixty (60) days following the date of termination, you execute and do not revoke (during any applicable revocation period) an effective general release of all claims against the Company, and its affiliates in a form reasonably acceptable to the company.".
- Interim Summary I: In accordance with the Benonim Labor Agreement of October 28, 2023, theSide Letter As of November 21, 2023 and the announcement of the grant of the options, it was agreed that the plaintiff has the right to receive 8,609,217 options for the purchase of nonim shares at an exercise price of ILS 0.01 per option, which are subject to vesting conditions over a period of four years as of February 1, 2024. A mechanism has also been established Double Trigger (An option maturity acceleration mechanism that is usually granted sparingly to a limited number of key employees)(Akamai/Article 30)), according to which if the plaintiff terminates his employment with the company, whether at the initiative of Nonim without a justified reason (Cause) or at the initiative of the plaintiff for a justified reason (Good Reason), as defined in the employment agreement, within the 12-month period from the date of completion Merger or Acquisition Transaction of the Nonim Company, he will be entitled to the maturity of the options granted to him.
Copied from Nevo10. On May 6, 2024, the purchase transaction was signed (SPA- An agreement between Nonim and its shareholders and Akamai for the purchase of Nonim by Akamai (hereinafter - The Purchase Transaction)( SRS/Article 35; Paragraph 7 of the plaintiff's summaries).
- On June 6, 2024, a WhatsApp exchange took place between the plaintiff and Oz as follows (P/D):
The plaintiff: "I prefer that we stay with what we agreed on yesterday and that you succeed in taking care of me for half a quarter/quarter that I am losing, regardless of the defense."