Oz: "It's going to be hard for me, but I'll try. In my opinion, you will go for this option. I think the risk is very low. I might be able to increase it a bit. It's only protection for 12 months, which is a transion period anyway. And Akamai is a company that doesn't fire for $350,000."
- On June 24, 2024, the purchase transaction was completed (SRS/Article 35; Paragraph 8 of the affidavit of Rufesh), in which all the noni shares were sold to Akamai (paragraph 28 of the application for an injunction).
- The issue of the status of the options granted to the plaintiff in respect of his work in the sons, as well as the issue of the terms of his employment at Akamai, were settled after the completion of the purchase transaction and after the existence of complex negotiations between the parties, in a series of agreements dated June 12, 2024 - the plaintiff's employment agreement at Akamai; Letter addressed to the plaintiff in the title Sale of Noname Gate Ltd. - Treatment of Share Options (hereinafter - Options Settlement Agreement)(A/VI); and an agreement entitled Holdback Agreement (hereinafter - The agreementHoldback)(P/G).
- In the document FORM OF RELEASE AGREEMENT, which is part of the options arrangement agreement, it was determined that Akamai would pay the plaintiff a signing bonus in the amount of $875,000, namely:
"In connection with the anticipated acquisition (the "Acquisition") of Noname Gate Ltd. (the "Company") by Akamai Technologies Inc., a Delaware corporation ("Buyer"), the Company shall pay to me a one-time cash gross bonus amount equal to US$875,000 (the "Cash Bonus"). The Cash Bonus will be paid to me in a lump sum, net of and subject to applicable withholding taxes and any deductions that may be required under applicable law, in the end-of-month payroll period or monthly invoice, as applicable, follow the closing of the Acquisition (the "Closing"). The payment of my Cash Bonus is subject to my timely execution and delivery to Buyer of this Release Agreement (the "Agreement")…".
- On the first page of the options arrangement agreement, it is written, inter alia:
"The purpose of this Optionholder instrument (together with the schedule and exhibits attached hereto, this "letter") is to explain to you the treatment of your Company Options (as such term is defined below) in connection with the Transaction and certain other matters related to the Transaction, as further detailed herein".
- The options arrangement agreement also stipulates that will be cancelled the options that were granted to the plaintiff and which have not yet matured on the eve of the completion of the purchase transaction; Instead, Akamai was a position with the paying trustee, an amount reflecting the value of the consideration that the plaintiff would have received for his options in buildings that had not yet matured, had they been matured at the time of completion of the purchase transaction, less the $875,000 that was paid to the plaintiff upon completion of the purchase transaction (hereinafter - The amount of acceleration). It should be noted that the plaintiff set the amount of such acceleration at $3,740,885, which as of the date of filing the claim was ILS 12,569,373.
- This is what the preamble to the section states: 1(iii) To the option settlement agreement (p. 71 of the statement of claim):
")iii) Contingent Acceleration. Notwithstanding the forgoing, at the Closing, a cash amount (without interest), calculated in accordance with the terms of the Purchase Agreement, equal to the portion of the Aggregate Closing Consideration payable with respect to such Unvested Company Options (assuming solely for the purpose of calculating such cash amount, that such Unvested Company Options were Cashed-out Company Option at the Closing), less, without duplication, (A) the aggregate exercise price of such Unvested Company Options; and (B) an amount equal to US$875,000; (the "Acceleration Amount"), shall be placed by the Buyer with the Paying Agent...".
- Later in the same section, the agreement was anchored, according to which in the event that Akamai terminates the employment of the plaintiff (Termination Event), not for a justified reason (Cause), before one year has passed since the date of completion of the purchase transaction (Release Date), the amount of acceleration will be paid to the plaintiff, subject to the terms in the options settlement agreement and theHoldback. On the other hand, if Akamai does not complete the plaintiff's transaction before one year has passed from the date of completion of the acquisition transaction, the plaintiff will not be entitled to receive the acceleration amount and it will be distributed to non-profit shareholders.
This is how the language of clause 1(iii) of the options arrangement agreement states, inter alia: