Section 1(c) states:
(c) Release of the Bonus Amount. Promptly following any Termination Event, the Bonus Amount, to the extent remaining in the possession of the Paying Agent in accordance with the terms hereof and to the extent not payable to the Holdback Participant, shall be distributed to the Equity Holders at the Final Release Date together with the Escrow Fund based in their respective Pro Rata Share (both terms, as defined in the SPA) in the manner set forth in the SPA.
In clause (2), entitled Acceleration Amount , it is written:
(a) Vesting Provisions.
(i) As of and following the Closing Date, the Acceleration Amount shall be held by the Paying Agent unless and until it becomes payable to Holdback Participant in accordance with the terms and conditions of Section I(iii) of the Optionholder Instrument (Contingent Acceleration).
(ii) Subject to the provisions of this Agreement, within ten (10) Business Days following the Termination Date (as defined in the Optionholder Instrument), Paying Agent shall automatically release and deliver the Acceleration Amount to the Buyer (or its applicable affiliate employing Holdback Participant) by wire transfer of immediately available funds, and such Acceleration Amount shall be paid to the Holdback Participant, subject to Section 3 below, through the Buyer's payroll system upon the next salary payment date.
(b) Release of the Acceleration Amount. To the extent no Termination Event (as defined in the Optionholder Instrument), the Acceleration Amount shall be distributes to the Equity Holders at the Final Release Date together with any then remaining portion of the escrow Fund based on their respective Pro Rata Share (such terms, as defined in the SPA) in the manner set forth in the SPA.
For the avoidance of doubt. In no event shall both the Bonus Amount and Acceleration Amount be payable to Holdback Participant.
- Interim Summary II: In accordance with the agreements signed between the parties, The plaintiff received immediate payment in the sum of 875,000 dollars, in exchange for his signature on Disclaimer In respect of the cancellation of the Side Letter which granted him options for non-share shares with a value of no less than $6.2 million, subject to the conditions set forth there (when the parties disagree as to the size of the waiver (paragraph 7 of the plaintiff's summaries; paragraphs 26 and 34 of the summaries SRS; paragraph 35 of the Akamai summaries); and signing the options arrangement agreement and the Holdback (Paragraph 10 of the plaintiff's summaries; P/F). In addition to instant payment As mentioned in the sum of $875,000 and the mechanism set out in the options arrangement agreements and the Holdback which is at the heart of the dispute in this case (p. 8, paras. 21-23), and one year after the date of his employment in the Ekmai, the plaintiff became entitled to:625,000 An additional dollar (p. 8 s. 24-25). More Received The Plaintiff Restricted Stock Units Akamai's (RSU's), which are similar in nature to options for the purchase of shares (section 33 of Akamai's response to an injunction) worth $1,400,000 which mature annually, over three years, and therefore at the end of a year of his employment, the plaintiff became entitled to: 500,000 USD (where in paragraph 70 of the response to the request for temporary relief, the plaintiff claims that it is a sum of $377,000; and in his cross-examination it is almost $400,000 (p. 7, paras. 24-26)). Also In March 2025, the plaintiff received an additional grant of options (RSU's) at a value of about 500,000 USD (Oz/Sections 6-8; Sections 3 and 23 of my summaries SRS; N14 for the Ecmai Academy).
The relevant sequence of events
- Upon completion of the acquisition transaction, the plaintiff began working at Akamai in the position of VP of Engineering in the Cyber Group, the Application Security Unit, and theAPI which develops solutions to protect against fraud and abuse of applied logic (hereinafter - Business Unit). The plaintiff worked under Oz as his direct manager who served in the position VP API - VP of Product and Engineering of Security Solutions in charge of the business unit, with the latter reporting directly to Mr. Rupaş Çukşı, Senior Vice President at Akamai, responsible for approximately 700 employees globally (hereinafter - Slippery). In addition, about 200 Nonim employees were integrated into Akamai (Oz/Section 10).
- The Managerial Backbone of the Business Unit was in fact The Plaintiff Asher reported directly to Oz, and under the plaintiff's management Be Two departments (Low-key/Section 21): Department E R&D (Research and Development) under the direction of Mr. Arie Salomon, who was VP R&D Benonim and became VP of Engineering VP engineering (hereinafter -אריה), in title and organizational status identical to that of the plaintiff; and Department of the Product (product) under the management of Mr. Yariv Shibak (hereinafter: Rival). It should be noted that Yariv was not a non-employee.
- During the last quarter of 2024, Akamai's top management re-examined Akamai's global organizational chain and backbone; When In November 2024, an extensive reorganization was conducted, in which 2.5% of the positions that previously existed in the organization were canceled, 15 of which were in Israel. The organization skipped the business unit (Low-key/paragraphs 24-27).
- At the beginning of April 2025, the Director of Akamai's Global Cyber Group - Mr. Meni Sundaram (hereinafter- Manny). Mani is responsible for Robesh and is responsible for about 2,300 employees globally (Low-key/Section 29).
- On April 18, 2025, at Manny's direction, Mr. Rupesh had a conversation with Ms. Caroline Schofield, whose role is at the World Academy. Human Resources Business Partnering Director (hereinafter: Caroline)(Ropesh/Article 32).
- A few days later, Caroline contacted Ms. Liat Ostrow Attia of Akamai Israel, who serves in the position Senior Human Resources Business Partner (hereinafter: Liat) and asked her for more details about the management teams, areas of responsibility, tasks, employment contracts, and possibilities for promotion, including laterally. Towards the end of April, Liat transferred the materials to Caroline Collected (Rupesh/Article 33).
- At the beginning of May 2025, Caroline contacted Akami's internal legal counsel who specializes in labor law in order to receive guidance and emphases from her (Rovesh/Article 34).
- On May 15, 2025, the plaintiff had a conversation with Sarit Livnat-Ivri (hereinafter - Sarit), Senior Manager Global Talent Development, and with Liat. Conversation Software To which we will be required later Controversial between The parties.
- On May 28, 2025, Roofash met with Caroline for another meeting, It discussed considerations related to organizational changes in the business unit. As part of those discussions, it was decided that the correctness of the management chain structure in the business unit should be reconsidered, including the removal of one of the VP or senior management positions in the business unit (Rofesh)./Article 35).
- During the first week of June 2025, a business plan was examined and prepared in accordance with Akamai's strategic needs. When later on The matter is being examined By The various senior officials in Akamai, Including the Legal Department In order to receive Final approval (Low-key/Sections 36 and 37).
- On June 25, 2025, an email was sent by Caroline Laropesh and a copy to Sivan Baron, Human Resources Manager at Akamai Israel (hereinafter: סיון), in the title Action Requested: API Sec Org Change [CONFIDENTIAL], in which it was written as follows (N/ 2 To the CBS Ekmai):
Hi Rupesh,