Exhibit 10.4


 


EMPLOYEE MATTERS AGREEMENT


 


BETWEEN INTEL CORPORATION AND


 


MOBILEYE GLOBAL INC.


 






     


     


    

 


EMPLOYEE MATTERS AGREEMENT


 


This EMPLOYEE MATTERS AGREEMENT, dated as of June [__],
2022, is between Intel Corporation, a Delaware corporation (“Intel”), and Mobileye Global Inc., a Delaware corporation (“Mobileye,”
with each of Intel and Mobileye a “Party,” and together, the “Parties”). Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to such terms in the Master Transaction Agreement.


 


WHEREAS, Intel is, through direct and indirect
wholly owned subsidiaries, the beneficial owner of all the issued and outstanding common stock of Mobileye;


 


WHEREAS Mobileye is engaged in the business of
the development and deployment of advanced driver assistance systems and autonomous driving technologies and solutions, as more completely
described in the IPO Registration Statement;


 


WHEREAS, Intel and Mobileye currently contemplate
that Mobileye will consummate an IPO pursuant to the IPO Registration Statement;


 


WHEREAS, in furtherance of the foregoing, Intel
and Mobileye have entered into a Master Transaction Agreement, dated as of __________, 2022 (the “Master Transaction Agreement”),
and other specific agreements that will govern certain matters relating to the IPO and the relationship of Intel, Mobileye, and their
respective Affiliated Companies following the IPO; and


 


WHEREAS, Intel and Mobileye have agreed to
provide for the allocation between them of assets, liabilities, and responsibilities with respect to certain employees and employee compensation
and benefit plans, programs and matters.


 


NOW, THEREFORE, in consideration of the foregoing
and the terms, conditions, covenants and provisions of this Agreement, Intel and Mobileye mutually covenant and agree as follows:


 


ARTICLE I


 


definitions


 


For purposes of this Agreement the following terms
shall have the meanings set forth in this Section 1. Capitalized terms used herein but not defined shall have the meaning set forth
in the Master Transaction Agreement:


 


		1.1	“Agreement” means this Employee Matters Agreement.



 


		1.2	“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor federal income tax law,
and the regulations promulgated thereunder.



 


		1.3	“Employee Records” means all personnel files of the Mobileye Transfer Employees other than any performance-related information
related to the Mobileye Transfer Employees (whether included or retained outside of each such individual’s personnel files).



 






     


     


    

 


		1.4	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time and the regulations promulgated
thereunder.



 


		1.5	“Former Intel Employee” means any (a) Mobileye Offer Employee or (b) Mobileye Transfer Employee who does not
object to the transfer of employment to Mobileye Germany GmbH in accordance with applicable law.



 


		1.6	“Germany” means the Federal Republic of Germany.



 


		1.7	“Immigration Rights” means the rights, duties and Liabilities of the Intel Group, Moovit App Global Ltd. or Moovit, Inc.
(a) in connection with the submission of petitions to the United States Citizenship and Immigration Service prior to the Mobileye
Start Date requesting the grant of employment-based non-immigrant and immigrant visa benefits on behalf of Former Intel Employees who
are foreign nationals working in the United States, (b) from and after the Mobileye Start Date relating to the immigration status
of the Former Intel Employees and (c) in regards to all immigration-related rights, duties, and Liabilities of Moovit App Global Ltd., Moovit, Inc.
or its or their Subsidiaries regardless of when arising.






 


		1.8	“Intel” is defined in the recitals to this Agreement.



 


		1.9	“Intel Aligned Employee” means any individual whose name is set forth on Schedule 1.9 hereto.



 


		1.10	“Intel Employee” means any individual who is either actively employed by or then on a leave of absence from Intel or an
Intel Entity, but does not include any Former Intel Employee.



 


		1.11	“Intel Entity” means any entity that is, at the time relevant to the applicable provision of this Agreement, an Affiliated
Company of Intel, except that the term “Intel Entity” shall not include Mobileye or a Mobileye Entity.



 


		1.12	“Intel Plan” means all employee benefit plans (as defined in Section 3(3) of ERISA, whether or not such plans
are subject to ERISA) and all compensation, bonus, stock option, stock purchase, restricted stock, equity, incentive, deferred compensation,
retiree medical or life insurance, supplemental retirement, severance, gratuity, termination indemnity or other benefit plans, programs,
policies, practices, contracts, agreements or arrangements, whether collective or individually agreed, and all employment, consulting,
termination, severance, savings plans, profit sharing or other contracts or agreements with or covering (including eligibility to participate)
any Intel Employee, to which any Intel Employee and an Intel Entity are parties or which are maintained, contributed to or sponsored by
an Intel Entity for the benefit of any current or former employees of Intel or an Intel Entity (or the dependent or beneficiary thereof),
or with respect to which Intel or any Intel Entity has or may have any Liability or obligation with respect to current or former employee
of an Intel Entity.



 


		1.13	“Intel 401(k) Plan” means the Intel Corporation 401(k) Savings Plan.



 






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		1.14	“Mobileye Employee” means any individual who, as of the IPO Date, is either actively employed by or then on a leave of
absence from Mobileye or a Mobileye Entity.



 


		1.15	“Mobileye Entity” means Mobileye and any subsidiary of Mobileye, including, without limitation, Moovit App Global Ltd.,
Moovit, Inc. or its or their subsidiaries.



 


		1.16	“Mobileye Offer Employee” means any Intel Aligned Employee who was or is offered employment or an engagement by a Mobileye
Entity in connection with the transactions contemplated by the Master Transaction Agreement and the IPO who accepted or accepts such offer
of employment or engagement and has commenced or commences employment or an engagement with a Mobileye Entity.



 


		1.17	“Mobileye Plan” means all employee benefit plans (as defined in Section 3(3) of ERISA, whether or not such plans
are subject to ERISA) and all compensation, bonus, stock option, stock purchase, restricted stock, equity, incentive, deferred compensation,
retiree medical or life insurance, supplemental retirement, severance, gratuity, termination indemnity or other benefit plans, programs,
policies, practices, contracts, agreements or arrangements, whether collective or individually agreed, and all employment, consulting,
termination, severance, savings plans, profit sharing or other contracts or agreements with or covering (including eligibility to participate)
any Mobileye Employee, to which any Mobileye Employee and a Mobileye Entity are parties or which are maintained, contributed to or sponsored
by a Mobileye Entity for the benefit of any current or former employees of Mobileye or a Mobileye Entity (or the dependent or beneficiary
thereof), or with respect to which Mobileye or any Mobileye Entity has or may have any Liability or obligation with respect to current
or former employee of a Mobileye Entity.



 


		1.18	“Mobileye Start Date” means the date on which a Former Intel Employee became or becomes employed or engaged by a Mobileye
Entity.



 


		1.19	“Mobileye Transfer Employee” means any Intel Aligned Employee located in Germany whose employment has transferred automatically
or will transfer automatically, by operation of law pursuant to section 613a of the German Civil Code, to Mobileye Germany GmbH, in connection
with the transactions contemplated by the IPO, subject to the respective employee’s right to object to the transfer of his or her
employment. For the avoidance of doubt, Mobileye Transfer Employees shall not include any such Intel Aligned Employee who objected or
objects to his or her transfer of employment to Mobileye Germany GmbH.



 


		1.20	“Other Intel Employee” means any individual whose name is set forth on Schedule 1.20 hereto, which as of the date hereof
includes eight (8) employees in the aggregate currently located in China, France, Israel, Italy, Malaysia and the United
States, as such list may be amended from time to time by mutual agreement of the Parties.









 


		1.21	“Participating Company” means (a) Intel, (b) any Person (other than an individual) that Intel has approved as
a participating employer or sponsor, and which is participating in an Intel Plan, and (c) any Person (other than an individual) which,
by the terms of such plan, participates in such Intel Plan.



 


		1.22	“Personal Data” means information that (a) identifies or can be used to identify an individual (including names,
signatures, addresses, telephone numbers, e-mail addresses and other unique identifiers) or (b) can be used to authenticate an individual
(including employee identification numbers, government-issued identification numbers, passwords or PINs, financial account numbers, credit
report information, biometric or health data, answers to security questions and other personal identifiers).



 






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		1.23	“Processing” means, with respect to Personal Data, acquisition, access, collection, use, handling, storage, maintenance,
protection, retention, disclosure, transfer, destruction or disposal.



 


		1.24	“Stock Compensation Recharge Agreement” means that certain stock compensation recharge agreement between Intel and certain
Affiliated Companies of Intel, including the Mobileye Entities.



 


ARTICLE II


 


GENERAL
PRINCIPLES


 


		2.1	Conveyance of Employee Records. On the terms and subject to the conditions set forth in this Agreement, Intel shall assign,
transfer, convey and deliver, and shall cause any other Intel Entity to assign, transfer, convey and deliver, all right, title and interest
in and to the Employee Records, to the extent permitted by applicable law, to Mobileye or any other Mobileye Entity designated by Mobileye
for such transfer; provided, however, that Intel shall be permitted to retain copies (or, where required by applicable law,
originals) of all personnel, employee compensation, medical and benefits and labor relations records constituting Employee Records to
the extent an Intel Entity is required or allowed by applicable law to retain such information.



 


		2.2	Assumption and Retention of Liabilities by Mobileye. Except as otherwise
explicitly provided herein, Mobileye shall retain or assume and agree to pay, perform, fulfill, and discharge, as the case may be, (a) all
Liabilities and obligations under Mobileye Plans regardless of when arising or accrued, (b) all employment, service and termination-related
Liabilities and obligations with respect to (i) all Mobileye Transfer Employees (and their dependents and beneficiaries) for all
periods of employment with an Intel Entity or a Mobileye Entity, (ii) all Mobileye Offer Employees in jurisdictions other than China
(and their dependents and beneficiaries) for all periods of employment or engagement with a Mobileye Entity commencing on the applicable
Mobileye Start Date, (iii) all Mobileye Offer Employees in China (and their dependents and beneficiaries) (A) for all periods
of employment or engagement with an Intel Entity or a Mobileye Entity in regards to recognizing continuity of service for purposes of
statutory severance (to the extent an employee is entitled to such severance payment on a per case basis), provided that such employee
shall not receive a duplication of benefits in connection with the applicable Mobileye Start Date and (B) for all periods of employment
or engagement with a Mobileye Entity commencing on the applicable Mobileye Start Date in regards to all other Liabilities or obligations,
(iv) all employees of Mobileye or a Mobileye Entity who are not Former Intel Employees (and their dependents and beneficiaries) and
all former employees of Mobileye or a Mobileye Entity (and their dependents and beneficiaries) for all periods of employment with Mobileye
or a Mobileye Entity, and (v) any Person who is, or was, an independent contractor, temporary employee, temporary service worker,
consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker or in any other similar
direct contractual relationship with Mobileye or a Mobileye Entity for all periods of employment or engagement with a Mobileye Entity,
and (c) all Immigration Rights to the extent permitted by applicable law. Notwithstanding the foregoing, Section 2.2(b) shall
not apply to any former employee of an Intel Entity who becomes employed by a Mobileye Entity, unless (x) such employee is listed
as an Intel Aligned Employee on Schedule 1.9 hereto as of the date of this Agreement or (y) the Parties mutually agree (such agreement
not to be unreasonably withheld, conditioned or delayed) to add such employee to the list of Other Intel Employees on Schedule 1.20 hereto
following the date of this Agreement.



 






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		2.3	Assumption and Retention of Liabilities by Intel. Except as otherwise explicitly provided herein, Intel shall retain and
agree to pay, perform, fulfill and discharge, as the case may be (a) all Liabilities and obligations under the Intel Plans regardless
of when arising or accrued, and (b) all employment, service and termination-related Liabilities and obligations with
respect to (i) all Intel Employees (and their dependents and beneficiaries), (ii) all former employees of Intel or an Intel
Entity (and their dependents and beneficiaries), other than any Liabilities or obligations assumed by Mobileye or a Mobileye Entity pursuant
to Section 2.2 above, (iii) any Other Intel Employee (and their dependents and beneficiaries) for all periods of employment
prior to such individual’s Mobileye Start Date (to the extent applicable) except as otherwise provided in Section 2.2 above
with respect to Mobileye Offer Employees in China (to the extent such individual receives and accepts an offer from Mobileye) and (iv) any
Person who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee,
leased employee, on-call worker, incidental worker or non-payroll worker or in any other contractual relationship with Intel or an Intel
Entity for all periods of employment or engagement with an Intel Entity, other than any Liabilities or obligations assumed by Mobileye
or a Mobileye Entity pursuant to the Administrative Services Agreement or any another agreement between the Parties. Intel acknowledges
and agrees that it has paid to each Mobileye Offer Employee all amounts owed to such employee from Intel as of his or her Mobileye Start
Date pursuant to the employee’s Intel employment contract, an Intel Plan or applicable law, including amounts, if any, relating
to severance (excluding Mobileye Offer Employees in China), accrued pension and accrued vacation.






 


		2.4	Assumption and Retention of Liabilities Related to Actions. In the event of any actual or threatened Action brought by or on
behalf of any Former Intel Employee alleging a violation of any applicable law governing employment based on acts or omissions that occurred
prior to and after the applicable Mobileye Start Date, the portion of Liability in respect of the period prior to the applicable Mobileye
Start Date will be assumed by Intel, and the portion of Liability in respect of the period on and after the applicable Mobileye Start
Date will be assumed by Mobileye; provided, however, that Intel shall be liable solely for such Liabilities as calculated
on the basis of the existing Liability as would have been payable at the applicable Mobileye Start Date, including, without limitation
for the purpose of calculating such Liabilities, taking into account the impacted Employees’ level of compensation and length of
service solely as of the applicable Mobileye Start Date and not taking into account any subsequent increases in compensation or length
of service. Each Party shall promptly notify the other Party of any actual or threatened Action described herein. Unless mutually agreed
otherwise by the Parties, on a case-by-case basis, Intel shall have the right to control the defense of any Action described herein,
at its own cost, risk and expense, with counsel reasonably satisfactory to Intel for so long as the Intel Group holds in any manner at
least fifty percent (50%) of the Shares. In the event the Intel Group no longer holds in any manner at least fifty percent (50%) of the
Shares, the Parties shall mutually agree on whether Intel or Mobileye will have the right to control the defense of an Action at such
Party’s own cost, risk and expense and with counsel reasonably satisfactory to such Party; provided that, if Intel assumes
control of the defense of any Action described herein, Intel shall (a) upon Mobileye’s reasonable request, consult with
Mobileye with respect to significant matters relating thereto and (b) keep Mobileye reasonably informed of the progress of the defense,
potential compromise or settlement of any such Action. Each Party agrees to cooperate with the other Party and its counsel in the defense
of any such Action. The Party handling the defense shall be entitled to compromise or settle any such Action, which compromise or settlement
shall be made only with the written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed.



 






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		2.5	Former Intel Employees.



 


(a)            Other
Intel Employees. No Other Intel Employee shall become an employee of or engaged by Mobileye or a Mobileye Entity unless and until
such time as the Parties agree upon the terms and conditions of employment or an engagement with Mobileye or a Mobileye Entity, subject
to any rights under applicable law of such Other Intel Employee other than with respect to the Other Intel Employee in row [__] of Schedule
1.20, whose terms and conditions of employment with Mobileye or a Mobileye Entity shall be determined at the sole discretion of Mobileye
or a Mobileye Entity, if and as applicable. Unless and until such time as the terms and conditions of employment or an engagement is mutually
agreed upon, an Intel Entity will continue to employ (or engage) and compensate the Other Intel Employees as determined by Intel in its
sole discretion, and Mobileye or a Mobileye Entity shall continue to compensate Intel for such services in the same manner and to the
same extent as immediately prior to the IPO Date, subject to the existing arrangements in effect with respect to such Other Intel Employees
as such arrangements may be amended from time to time; provided, however, that nothing herein shall in any way limit or
restrict Intel or any other Intel Entity’s right to terminate the employment or engagement of any Other Intel Employee at any time
and for any reason.


 


(b)            Mobileye
Transfer Employees. The Parties acknowledge and agree that the employment of the Mobileye Transfer Employees did not or will not
be terminated, as the case may be, upon the Mobileye Start Date, but rather the rights, powers, duties, Liabilities and obligations
of the applicable employing Intel Deutschland GmbH, under the contracts of employment of such employees (except for any Liabilities
(i) which are expressly prohibited from transfer under applicable law or (ii) for which it has been agreed with Intel
Deutschland GmbH’s company works council (Gesamtbetriebsrat) in connection with the compromise of interests
(Interessenausgleich) that they do not transfer and such non-transfer has been accepted by the respective Mobileye Transfer
Employee) in force immediately before the Mobileye Start Date shall have the effect as if such contracts were originally agreed with
the employing Mobileye Entity, in accordance with applicable laws. Further, the Parties acknowledge and agree that the employment of
the Mobileye Transfer Employees transferred to, or will transfer to, Mobileye Germany GmbH effective as of the applicable Mobileye
Start Date in accordance with section 613a German Civil Code (Bürgerliches Gesetzbuch, “BGB”).


 






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		(i)	The Parties acknowledge and confirm that (A) Intel Deutschland GmbH has concluded a compromise of interests (Interessenausgleich)
with its company works council (Gesamtbetriebsrat) in relation to the separation of the relevant business and the transfer of the Mobileye
Transfer Employees from Intel Deutschland GmbH to Mobileye Germany GmbH and (B) an information letter has been prepared in compliance
with section 613a para. (5) BGB, approved by the Parties and has been, or will be, duly delivered to all Mobileye Transfer Employees.
Mobileye undertakes to ensure that the employment of the Mobileye Transfer Employees will be handled as described in the compromise of
interests and in the information letter pursuant to section 613a para. (5) BGB as of and after the Mobileye Start Date.



 


		(ii)	Intel hereby agrees to and shall compensate Mobileye, in accordance with
the terms and conditions described herein, for Intel Deutschland GmbH pension Liabilities in an amount equal to the value of Intel Deutschland
GmbH pension Liabilities, valued as of the Mobileye Start Date in accordance with the accounting principles, mortality rates (if applicable),
interest rates and other calculation parameters, as shall be mutually agreed upon between the Parties, taking into account the parameters
used by Intel Deutschland GmbH for its most recent annual accounts prior to the Mobileye Start Date. Intel shall provide Mobileye with
the relevant valuation within 60 days after the Mobileye Start Date. The compensation shall, within 30 days after the delivery of the
valuation, , will be made as mutually agreed upon between the Parties, either by way of a cash payment from Intel to Mobileye or from
a trustee acting on behalf of an Intel Entity based on a contractual trust arrangement to Mobileye or to a trustee acting on behalf a
Mobileye entity, provided that Intel shall be entitled to request from Mobileye the set-up of one or more contractual trust arrangements
with an equivalent level of protection (gleichwertige Sicherung) compared to the contractual trust arrangements in place at the relevant
Intel Entity, or in any other method agreed by the Parties. In addition, Intel agrees to and shall compensate Mobileye for all amounts
owed to such employee from Intel as of his or her Mobileye Start Date pursuant to the employee’s Intel employment contract, an Intel
Plan or applicable law, including without limitation, amounts, if any, relating to severance, and accrued vacation, overtime and flex-time,
provided, however, that Intel shall be liable solely up to the existing Liability as would have been payable at the applicable
Mobileye Start Date, taking into account for purposes of calculating such Liabilities, any decreases in compensation by Mobileye that
decrease the value of the Liabilities and not taking into account any subsequent increases in compensation or the length of service, solely
to the extent the impacted employee does not use such accrued vacation, overtime or flex-time prior to the date of their employment termination.
The Parties acknowledge and agree that this Section 2.5(c)(ii) is the exclusive remedy with respect to the transferred company
pension Liabilities described herein and that no other or additional compensation or indemnification shall be provided by Intel or an
Intel Entity with regards thereto.



 






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		(iii)	To the extent Mobileye Transfer Employees have entitlements under direct insurance arrangements (Direktversicherungen) as part of
their employment at Intel Deutschland GmbH, the Parties undertake to take all steps necessary in order to transfer such direct insurance
arrangement from Intel Deutschland GmbH to Mobileye Germany GmbH with effect as of the Mobileye Start Date with discharging effect for
Intel Deutschland GmbH.



 


(c)            Foreign
National Employees. Mobileye shall, or shall cause a Mobileye Entity to, employ the Former Intel Employees who are foreign nationals
working in the United States under terms and conditions such that Mobileye or the applicable Mobileye Entity will be considered the successor
employer for U.S. immigration purposes.


 


(d)            Mobileye
Offer Employees in China. Intel agrees to and shall compensate Mobileye for all statutory severance amounts owed to any such Mobileye
Offer Employee in China as of his or her Mobileye Start Date pursuant to the employee’s Intel employment contract, an Intel Plan
or applicable law, that were not previously paid to such employee; provided, however, Intel shall be liable solely
up to the lesser of (a) the existing Liability as would have been payable at the applicable Mobileye Start Date, including, without
limitation, for the purpose of calculating such Liabilities, taking into account the impacted employees’ level of compensation and
length of service solely as of the applicable Mobileye Start Date and not taking into account any subsequent increases in compensation
or length of service and (b) the amount of Liability actually incurred by Mobileye with respect to such employee’s period of
employment with an Intel Entity prior to his or her Mobileye Start Date.


 


		2.6	Notice and Consultation Obligations. The Parties agree to, and to cause their Affiliated Companies to, cooperate and use reasonable
efforts to comply with any and all obligations and requirements under applicable law to notify and/or consult with any Other Intel Employee,
Mobileye Transfer Employee, other affected employee or any union, labor organization or works council representing any such individual,
if any, in connection with the transactions contemplated by this Agreement, the Master Transaction Agreement and agreements related thereto.



 


		2.7	WARN Act. The Parties agree to, and to cause their Affiliated Companies to, cooperate and use reasonable efforts to comply
with preparing and delivering any notices required or potentially required pursuant to the Worker Adjustment and Retraining Notification
Act of 1988 and any similar state, local or foreign law in connection with the transactions contemplated by this Agreement.



 






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ARTICLE III


 


EQUITY
COMPENSATION and OTHER BENEFIT PLAN MATTERS


 


		3.1	Intel Equity Awards. All Remaining Intel Awards shall be treated pursuant to the terms of Section 3.8 of the Master Transaction
Agreement; provided that the Parties shall continue to be obligated under, and subject to the terms of, the Stock Compensation
Recharge Agreement with respect to the Remaining Intel Awards.



 


		3.2	Intel Employee Stock Purchase Plan. Intel shall take such actions as are necessary or appropriate to cause Mobileye and each
Mobileye Entity to cease to be participating entities in the Intel Corporation 2006 Employee Stock Purchase Plan (the “Intel ESPP”)
effective as of the IPO Date and the cash balance in the accounts of all Mobileye Employees shall be administered in accordance with the
terms of the Intel ESPP.



 


		3.3	Cessation of Active Participation in Intel Plans. Intel shall take such actions as are necessary or appropriate to cause each
Former Intel Employee to cease to actively participate in the Intel Plans effective as of the applicable Mobileye Start Date or if provided
for under the terms of the applicable Intel Plan, effective as of the end of the month in which the applicable Mobileye Start Date occurs;
provided that, any such Former Intel Employee who was an Eligible Employee in the Intel 401(k) Savings Plan immediately prior
to their Transfer Date (as the term “Eligible Employee” is defined in the Intel 401(k) Savings Plan) may be eligible
to receive from Intel, on its expense the “true-up” Matching Contribution contemplated therein, subject in each case to the
terms and conditions of the Intel 401(k) Savings Plan.



 


ARTICLE IV


 


GENERAL
AND ADMINISTRATIVE


 


		4.1	Sharing of Participant Information. Intel shall cause each applicable Intel Entity to share, and Mobileye shall cause each
applicable Mobileye Entity to share, with each other and their respective agents and vendors (and without obtaining releases unless otherwise
required by applicable law) all participant information necessary for the efficient and accurate administration of each of the Intel Plans
and the Mobileye Plans, provided that the sharing of such information (and the manner in which such information is shared) complies with
applicable laws, contractual obligations, self-regulatory standards, or written policies or terms of use of an Intel Entity or a Mobileye
Entity which are related to privacy, data protection or the Processing of Personal Data. Intel and Mobileye and their respective authorized
agents shall, subject to applicable laws on confidentiality, be given reasonable and timely access to, and may make copies of, all information
relating to the subjects of this Agreement in the custody of the other party, to the extent necessary for such administration. Until the
consummation of the IPO, all participant information shall be provided in the manner and medium applicable to Participating Companies
in the Intel Plans generally, and thereafter until the time at which the Parties subsequently determine, all participant information shall be provided
in a manner and medium that are compatible with the data processing systems of Intel as in effect as of the consummation of the IPO, unless
otherwise agreed to by Intel and Mobileye.






 






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		4.2	Confidentiality and Proprietary Information. No provision of the Master Transaction Agreement or this Agreement shall be deemed
to release any individual for any violation of any agreement or policy pertaining to confidential or proprietary information of any Intel
or any of its Affiliated Companies or Mobileye or any of its Affiliated Companies, respectively, or otherwise relieve any individual of
his or her obligations under any such agreements or policies.



  


		4.3	Non-Termination of Employment; No Third Party Beneficiaries. No provision of this Agreement or the Master Transaction Agreement
shall be construed to (a) create any right, or accelerate entitlement, to any compensation or benefit whatsoever on the part of any
future, present, or former employee of Intel, an Intel Entity, Mobileye, or a Mobileye Entity under any Intel Plan or Mobileye Plan or
otherwise or (b) to be for the benefit of or otherwise enforceable by employee, creditor or any other third party. Without limiting
the generality of the foregoing: (x) except as expressly provided in this Agreement, neither the occurrence of the consummation of
the IPO nor any termination of the Participating Company status of Mobileye or a Mobileye Entity shall cause any employee to be deemed
to have incurred a termination of employment which entitles such individual to the commencement of benefits under any of the Intel Plans;
(y) except as expressly provided in this Agreement, nothing in this Agreement shall preclude Mobileye or any Mobileye Entity, at
any time after the consummation of the IPO, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering
in any respect any Mobileye Plan, any benefit under any Mobileye Plan or any trust, insurance policy or funding vehicle related to any
Mobileye Plan; and (z) except as expressly provided in this Agreement, nothing in this Agreement shall preclude Intel or any Intel
Entity, at any time prior to or after the consummation of the IPO, from amending, merging, modifying, terminating, eliminating, reducing,
or otherwise altering in any respect any Intel Plan, any benefit under any Intel Plan or any trust, insurance policy or funding vehicle
related to any Intel Plan.



 


		4.4	Fiduciary Matters. Intel and Mobileye each acknowledge that actions required to be taken pursuant to this Agreement may be
subject to fiduciary duties or standards of conduct under ERISA or other applicable law, and no party shall be deemed to be in violation
of this Agreement if it fails to comply with any provisions hereof based upon its good faith determination that to do so would violate
such a fiduciary duty or standard. Each party shall be responsible for taking such actions as are deemed necessary and appropriate to
comply with its own fiduciary responsibilities and shall fully release the other party for any Liabilities imposed on such party pursuant
to the provisions of this Agreement by the failure to satisfy any such responsibility.



 


		4.5	Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party (such as a vendor)
and such consent is withheld, Intel and Mobileye shall use commercially reasonable efforts to implement the applicable provisions
of this Agreement to the full extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such
third party to consent, Intel and Mobileye shall negotiate in good faith to implement the provision in a mutually satisfactory manner.
The phrase “commercially reasonable efforts” as used herein shall not be construed to require the incurrence of any non-routine
or unreasonable expense or liability or the waiver of any right.



 


		4.6	Cooperation. The Parties agree to, and to cause their Affiliated Companies to, cooperate and use reasonable efforts to promptly
(a) comply with all requirements of this Agreement, ERISA, the Code and other laws which may be applicable to the matters addressed
herein, and (b) subject to applicable law, provide each other with such information reasonably requested by the other party to assist
the other party in administering its plans and programs, pursuing or defending any actual or threatened Action relating to or otherwise
involving any Former Intel Employee, and complying with applicable law and regulations and the terms of this Agreement.



 






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ARTICLE V


 


MISCELLANEOUS


 


		5.1	Limitation of Liability. IN NO EVENT SHALL ANY MEMBER OF THE INTEL GROUP OR MOBILEYE GROUP BE LIABLE TO ANY OTHER MEMBER OF
THE INTEL GROUP OR MOBILEYE GROUP FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS,
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF
THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE
FOREGOING LIMITATIONS SHALL NOT LIMIT EACH PARTY'S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES AS SET FORTH IN THE MASTER TRANSACTION
AGREEMENT OR IN ANY INTER-COMPANY AGREEMENT.






 


		5.2	Entire Agreement. This Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof
and thereof and shall supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to
the subject matter hereof and thereof.



 


		5.3	Governing Law and Jurisdiction. This Agreement, including the validity hereof and the rights and obligations of the Parties
hereunder, shall be construed in accordance with and shall be governed by the laws of State of Delaware applicable to contracts made and
to be performed entirely in such State (without giving effect to the conflicts of laws provisions thereof).



 


		5.4	Termination; Amendment. This Agreement may be terminated or amended by and in the sole discretion of Intel, without the approval
of Mobileye, at any time prior to the IPO. This Agreement may be terminated or amended at any time after such date by mutual consent of
Intel and Mobileye, evidenced by an instrument in writing signed on behalf of each of the Parties. In the event of termination pursuant
to this Section 5.5, no Party shall have any Liability of any kind to the other Party, except for any rights that will have accrued
to the benefit of a Party prior to such termination.



 






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		5.5	Notices. All notices, requests, demands and other communications under this Agreement shall, except to the extent expressly
provided to be oral, be in writing and shall be deemed to have been duly given or made as follows: (a) if sent by registered or certified
mail return receipt requested, upon receipt; (b) if sent designated for overnight delivery by nationally recognized overnight air
courier (such as DHL or Federal Express), upon receipt of proof of delivery on a Business Day before 5:00 p.m. in the time zone of
the receiving Party, otherwise upon the following Business Day after receipt of proof of delivery; (c) if sent by e-mail including
by a .pdf, .tif, .gif, .jpeg or similar electronic attachment on a Business Day before 5:00 p.m. in the time zone of the receiving
Party, when transmitted; (d) if sent by e-mail including by a .pdf, .tif, .gif, .jpeg or similar electronic attachment on a day other
than a Business Day or after 5:00 p.m. in the time zone of the receiving Party, on the following Business Day; and (e) if otherwise
actually personally delivered, when delivered, provided that such notices, requests, demands and other communications are delivered to
the address set forth below, or to such other address as any Party shall provide by like notice to the other Parties:



 


if to Intel:


 


Intel Corporation

2200 Mission College Boulevard

Santa Clara, California 95054


 


Attention: General Counsel


 


with
a copy to (which copy shall not constitute notice):


 


[●]

Email: ****


 


[●]

Email: ****


 


if to Mobileye:


 


Mobileye
Global Inc.

c/o Mobileye B.V.

Har Hotzvim, 13 Hartom Street

P.O. Box 45157 Jerusalem 9777513, Israel


 


Attention: General Counsel


 


		5.6	Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which
shall constitute one and the same agreement.



 


		5.7	Binding Effect; Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective
legal representatives and successors, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any
rights or remedies of any nature whatsoever under or by reason of this Agreement. This Agreement may be enforced separately by each member
of the Intel Group and each member of the Mobileye Group. Neither party may assign this Agreement or any rights or obligations hereunder,
without the prior written consent of the other party, and any such assignment shall be void; provided, however, either party
may assign this Agreement to a successor entity in conjunction with such party’s reincorporation in another jurisdiction or into
another business form.



 








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		5.8	Severability. If any term or other provision of this Agreement or the Schedules attached hereto is determined by a court, administrative
agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions
and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner materially adverse to either party. Upon such determination that any term
or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions
contemplated hereby are fulfilled to the fullest extent possible.



 


		5.9	Failure or Indulgence not Waiver; Remedies Cumulative. No failure or delay on the part of either party hereto in the exercise
of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation,
warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or
of any other right. All rights and remedies existing under this Agreement or the Schedules attached hereto are cumulative to, and not
exclusive of, any rights or remedies otherwise available.



 


		5.10	Authority. Each of the Parties hereto represents to the other that (a) it has the corporate or other requisite power and
authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have
been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement,
and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity
principles.



 


		5.11	Interpretation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. The headings contained in this Agreement, in any Schedule hereto and in the table of contents
to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any
capitalized term used in any Schedule but not otherwise defined therein, shall have the meaning assigned to such term in this Agreement.
For the purposes of this Agreement: (i) words in the singular shall be held to include the plural and vice versa, and words of one
gender shall be held to include the other gender as the context requires; (ii) references to the terms “Article,” “Section,”
 “Schedule,” “Exhibit” and paragraph are references to the Articles, Sections, Schedules, Exhibits and paragraphs
to or of this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,”
 “hereto,” and derivative or similar words refer to this entire Agreement; (iv) references to “$” shall mean
U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including
without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) the word
 “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such
phrase shall not (unless the context demands otherwise) mean simply “if”; (viii) references to “written”
or “in writing” include in electronic form; (ix) provisions shall apply, when appropriate, to successive events and transactions;
(x) Mobileye and Intel have each participated in the negotiation and drafting of this Agreement, and, if an ambiguity or question
of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden
of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (xi) a
reference to any Person includes such Person’s successors and permitted assigns; (xii) any reference to “days”
means calendar days unless Business Days are expressly specified; (xiii) when calculating the period of time before which, within
which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating
such period shall be excluded; (xiv) unless otherwise stated in this Agreement, references to any contract are to that contract as
amended, modified or supplemented from time to time in accordance with the terms thereof; (xv) the word “shall” shall
have the same meaning as the word “will”; (xvi) the word “any” shall mean “any and all”; and
(xvii) the term “ordinary course of business” (or any phrase of similar import) shall mean “ordinary course of
business, consistent with past practice.”



 








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IN WITNESS WHEREOF, the Parties have caused this
Employee Matters Agreement to be duly executed as of the day and year first above written.


 


	 	INTEL CORPORATION
	 	 
	 	 
	 	Name:
	 	Title:
	 	 
	 	MOBILEYE GLOBAL INC.
	 	 
	 	 
	 	Name:
	 	Title:




 








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Schedule
1.9


 


List
of Intel Aligned Employees


 






     


     


    

 


Schedule 1.20


 


List of Other Intel Employees