Exhibit 10.8


 


MOBILEYE VISION TECHNOLOGIES LTD.


EMPLOYMENT AGREEMENT


 


This Employment
Agreement is effective as of October 14th, 2003 (the “Effective Date”), by and between MobilEye
Vision Technologies Ltd., an Israeli company with its principal offices at 10 Hartum st., Jerusalem, Israel (the
“Company”), and Itay Gat (I.D. Number 022009286) an individual (the “Employee”).


 


W I T N E S S E T H:


 


WHEREAS, the Company desires
to employ the Employee as its R&D engineer_, and the Employee desires to be employed by the Company in that position on the
terms and conditions set forth below:


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual promises and covenants herein contained, the parties hereto agree as follows:


 


1.           EXCLUSIVITY
OF THE CONTRACT


 


1.1         This
contract is a personal employment contract and therefore, save as expressly otherwise provided herein:


 


1.1.1    For
the purposes of this Agreement and with respect to the employment of the Employee by the Company, no terms or provisions of any
current or future (a) general collective labor agreements and/or arrangements, (b) special collective labor agreements, (c) existing
or future Extension Orders; (d) any industry custom or practice (e) any other agreements between the Company and its employees,
shall apply to this Agreement or to the employment relationship between the Company and the Employee.


 


1.1.2    The
Employee shall not be entitled to any payment, right or benefit which is not expressly mentioned in this contract, including, but
without prejudice to the generality of the foregoing, any payments, rights, retirement conditions or other benefits whatsoever,
to which the employees of the Company or of any company under its control are now or in future entitled, which are not mentioned
in this contract.


 


1.1.3    Any
results of negotiations conducted between the Employee’s Committee or the Employee’s Representative and the Company
shall not apply to the Employee and shall not amend, add or detract from the terms and conditions contained herein.


 


1.2         The
Employee hereby represents in favor of the Company that no provision of any law, regulation, agreement or other document prohibits
him from entering this Agreement. Neither the execution and delivery of this Agreement nor the performance by the Employee of his
duties and other obligations hereunder violate or will violate any prior employment agreement, contract, or other instrument to
which the Employee is a party or by which he is bound.


 




    	1



    	 



    


  


1.3         The
Employee undertakes to keep the contents of this Agreement confidential and not to disclose the existence or contents of this Agreement
to any third party without the prior written consent of the Company.


 


2.           THE
EMPLOYEE’S DUTIES AND OBLIGATIONS


 


2.1         The
Employee shall from October 14th, 2003 (hereinafter “Date of Commencement of Employment”) serve as
R&D engineer and shall report to Dr. Gideon Stein. The Employee shall observe and comply with all resolutions, regulations
and directions from time to time made or given by the Company.


 


2.2         The
six month period commencing from the Date of Commencement of Employment shall be considered to be a trial period (“Trial
Period”).


 


2.3         The
Employee shall use his best endeavors to promote the interests of the Company. The Employee shall devote all of his business and
professional time, attention, energy, skill, learning and best efforts to the affairs of the Company and shall perform his duties
provided for hereunder at such locations as is directed by the Company. The Employee shall use his best endeavors to protect the
good name of the Company and shall not perform any act that shall bring the Company into disrepute.


 


2.4         In
the event that the Employee shall discover that he has or might have or might have at some point in the future any direct or indirect
personal interest in any of the Company’s business or a conflict of interest with the duties required of him by virtue of
his employment with the Company, immediately upon such discovery the Employee shall so inform the board of directors of the Company
in writing.


 


2.5         The
Employee shall not during the term of this Agreement engage directly or indirectly in rendering services of a business, professional
or commercial nature to any other person, firm, or corporation, whether or not such services are rendered for gain, profit or other
pecuniary advantage.


 


2.6         The
Employee shall not directly or indirectly accept any commission, rebate, discount, or gratuity in cash or in kind, from any person
who has or is likely to have a business relationship with the Company.


 


3.           SALARY


 


3.1         As
compensation for the performance of his duties on behalf of the Company, the Company shall pay the Employee a monthly global salary
(the “Salary”) of 22,000 New Israeli Shekels (“NIS”), divided into a basic salary of 75%
of the Salary (the “Basic Salary”) and supplementary Salary (which supplementary salary shall include all travel
expenses, recuperation pay [Hebrew Text] and all other additional payments which the Company is required to pay Employee by law)
of 25% of the Salary (the “Supplementary Salary”), gross per month during his employment with the Company. The
Salary shall be payable in arrears within nine calendar days of the first day of the following calendar month.


 




    	2



    	 



    


  


3.2         As
the Employee is employed hereunder in a position involving a fiduciary relationship between the Employee and the Company, the Work
and Rest Law (5711-1951), and any other law amending or replacing such law, shall not apply to the Employee or to his employment
with the Company, and the Employee shall not be entitled to any compensation in respect of such law. The Employee acknowledges
that the Compensation set for him hereunder includes within it compensation that would otherwise be due to the Employee pursuant
to such law.


 


3.3         The
Employee shall devote his full working hours, attention, diligence and energy to his employment under this Agreement; such hours
shall include all hours that may be required for the proper performance of his duties hereunder.


 


3.4         The
Company shall make the required statutory deductions from the Base Salary and from any other amounts paid to the Employee by the
Company under this Agreement and make the appropriate payments on behalf of the Employee to the income tax authorities, the Institute
of National Insurance and any other relevant authority.


 


4.           BENEFITS


 


4.1         Severance
Pay and Managers Insurance.   At the end of each month during the employment of Employee hereunder (or such other day as is consistent
with the Company’s general practices), the Company shall pay the following amount of the Employee’s monthly Salary
for the preceding month to a Managers Insurance (Bituach Minahalim) policy (the “Policy”) through an agency and with
an insurance company to be selected by the Company, or if agreed to by the Company, selected by the Employee: 81/3%
of the Salary toward Severance; 5% of the Basic Salary toward a pension fund. In addition, at the beginning of each
month the Company shall deduct from the Basic Salary of the Employee an amount equal to 5% of the Employee’s monthly Basic
Salary for the preceding month, and shall pay such amount on behalf of the Employee to such Policy. Payments by the Company
towards the Policy under this section 4.1 shall be on account of and not in addition to any statutory obligation to pay severance
pay.


 


4.2         Keren
Hishtalmut Fund.   In the event that the Employer decides to continue the employment of the Employee upon the completion of the
first year of employment, then at the end of each month during the employment of the Employee hereunder (or such other day as is
consistent with the Company’s general practices), the Company shall pay an amount equal to 71/2% of the Employee’s
monthly Basic Salary for the preceding month, but in no event an amount which exceeds the amount deductible by the Company for
tax purposes, to a Keren Hishtalmut Fund as recognized by the Income Tax Authorities designated by the Company, or if agreed to
by the Company, designated by the Employee (the “Fund”), and shall deduct from the Basic Salary of the Employee
an amount equal to up to 21/2% of the Employee’s monthly Basic Salary for the preceding month and pay the same
on behalf of the Employee, to the Fund.


 


4.3         Transfer
of Policy and Fund.   All sums accumulated as premiums in respect of the Policy, with the exception of sums accumulated in lieu
of severance pay, and the Fund (whether paid by the Company or by the Employee), shall entirely belong to the Employee, and the
Company shall take all such actions as are necessary to effect the same. The Company


 




    	3



    	 



    


  


undertakes that upon the
termination by the Company, or the Employee, of the Employee’s employment with the Company, it shall take all such actions
and complete all such forms as are necessary to fully, automatically and unconditionally release the Policy and the Keren Hishtalmut
Fund to the Employee or as the Employee shall direct. Notwithstanding the aforesaid in this sub-section, in the event of termination
of the by the Company for just cause, the Company may release or withhold the severance portion in the Policy at its sole and absolute
discretion.


 


4.4         Vacation
days.   The employee will be entitled to 22 business days vacation in each calendar year. It is hereby understood that it is
in the interests of each of the parties that the Employee takes advantage of the vacation days granted to him for purposes of rest
and relaxation and that the Company may, in its sole discretion, require the Employee to take advantage of any days vacation as
may become owing to him. Notwithstanding anything to the contrary stated herein, vacation days may be carried forward from one
calendar year to the next to the extent permitted by law, provided that the Employee shall not be entitled to accumulate more than
25 days vacation entitlement at any one time. The Company may, in its sole discretion, allow the redemption (for payment) of cumulated
vacation days, but it hereby agreed that the Company is under no obligation to do so. Vacation days will be coordinated with the
management and are contingent upon the Company’s approval. For purposes of this Section 4.4 a “Business Day”
shall mean any Sunday through Friday during which the Company is open for business.


 


4.5         Sick
Leave.   The Employee shall be entitled to fully paid sick leave pursuant to the Sick Pay Law 5736-1976.


 


4.6         Expense
Reimbursement.   The Company will reimburse the Employee for any documented, out-of-pocket expenses from time to time properly
incurred by the Employee in connection with his employment by the Company and approved in advance by the management of the company
in its absolute discretion.


 


5.           RESERVE
DUTY


 


The Employee shall bring
to the notice of the Company any call-up order for reserve duty upon receipt of the order. The Employee shall continue to receive
the salary provided for hereunder during periods of military reserve duty. The Employee hereby assigns and undertakes to pay to
the Company any amounts received from the National Insurance Institute as compensation for such reserve duty service.


 


6.           CONFIDENTIALITY,
NON-COMPETITION, TECHNOLOGY ASSIGNMENT


 


6.1         The
Employee agrees to maintain the terms and conditions contained in this Agreement in strict confidence and shall not disclose to
any third party, including any other employee of the Company, without the prior written consent of the Company.


 


6.2         The
Employee shall execute an Employee Proprietary Information and Inventions Agreement in the form of the Agreement attached hereto
as Annex A (the “Proprietary Information Agreement”).


 




    	4



    	 



    


  


6.3         Employee
agrees that it would be difficult to measure damage to the Company from any breach of Employee of the promises set forth in this
Section 6 or in the Proprietary Information Agreement, and that injury to the Company from any such breach would be impossible
to calculate, and that money damages would therefore be an inadequate remedy for any such breach. Accordingly, Employee agrees
that if he breaches any provision of this Section 6 or of the Proprietary Information Agreement, the Company will be entitled,
in addition to all other remedies it may have, to an injunction or other appropriate orders to restrain any such breach by Employee
without showing or proving any actual damage sustained by the Company.


 


7.           TERMINATION


 


7.1         The
Company and the Employee shall be entitled to terminate this Agreement for any reason by giving [ thirty ] days’ prior written
notice of termination to the other party (“Prior Notice”).


 


7.2         The
Company may in its discretion terminate the Employee’s employment immediately (that is, without giving notice as specified
in Section 7.1 above) by giving him notice together with payment of such sum as would have been payable to him in respect of the
notice period specified in Section 7.1 (“Payment in Lieu of Notice”). The employment of the Employee shall be
deemed to have ceased on the date of the receipt of the Payment in Lieu of Notice.


 


7.3         The
Company shall be entitled to terminate this Agreement forthwith for the following reasons:


 


(i)          the
Employee commits a material breach of the Proprietary Information Agreement, as shall be determined in the reasonable opinion of
the directors of the Company; or


 


(ii)         the
employee commits a material breach of this Agreement and for a period of [ten] consecutive days fails to cure such breach; or


 


(iii)        the
Employee performs any act that entitles the Company legally to dismiss him without paying him any severance pay in connection with
such dismissal; or


 


(iv)        for
purposes of this Agreement, “disability” means a physical or mental infirmity which impairs the Employee’s ability
to substantially perform his duties under this Agreement which continues for a period of at least ninety (90) consecutive days;
or


 


(v)         the
Employee is convicted of a crime of moral turpitude or dishonesty; or


 


(vi)        during
the Trial Period.


 


7.4         In
the event that the Employee does not deliver to the Employer the Prior Notice as required by section 7.1, the Employee shall pay
compensation to the Employer of an amount equal to the salary to which the Employee would have been entitled during the period
of the Prior Notice. The Employer shall be entitled to deduct such sum from any monies due and payable to the Employee.


 




    	5



    	 



    


  


7.5         In
the event that this Agreement shall be terminated in circumstances which would entitle the Employee to receive severance pay under
the Severance Pay Law 5723-1963, the Employer shall transfer the Policy to the Employee.


 


7.6         Subject
to the receipt by the Employee of Prior Notice from the Employer, the Employee hereby undertakes in favor of the Company that prior
to termination of this Agreement for any reason, he shall train his successor and provide him with orderly explanations of all
information and knowledge required to enable such successor to perform the duties in a manner similar to the manner in which the
Employee performed such duties. The Company shall be entitled to cancel and revoke the provisions of this subsection.


 


7.7         In
the event that the employment of the Employee is terminated, the Employee shall immediately return all documents, information,
reports, possessions or other assets belonging to the Employer.


 


8.           MISCELLANEOUS


 


8.1         This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Israel, without giving effect
to the rules respecting conflict of law.


 


8.2         The
failure of either party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement
shall not be construed as a waiver or relinquishment of future compliance therewith or with any other term, condition or provision
hereof, and said terms, conditions and provisions shall remain in full force and effect. No waiver of any term or condition of
this Agreement on the part of either party shall be effective for any purpose whatsoever unless such waiver is in writing and signed
by such party.


 


8.3         The
headings of paragraphs are inserted for convenience and shall not affect any interpretation of this Agreement.


 


8.4         The
provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect
the validity or enforceability of the other provisions hereof.


 


8.5         This
Agreement together with the Proprietary Information Agreement constitutes the entire agreement between the parties hereto and supersedes
all prior agreements, understandings and arrangements, oral or written, between the parties hereto with respect to the subject
matter hereof. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof
have been made either party which are not expressly set forth in this Agreement and the Proprietary Information Agreement.


 


8.6         This
Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and the Company shall
require such successor or assign to expressly assume and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession or assignment had taken place. The term “successors
and assigns” as used herein shall mean a corporation or other entity acquiring all or substantially all the assets and business
of the Company (including this Agreement) whether by operation of law or otherwise.


 




    	6



    	 



    


  


8.7         Neither
this Agreement nor any right or interest hereunder shall be assignable or transferable by the Employee, his beneficiaries or legal
representatives, except by will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and be
enforceable by the Employee’s legal personal representative.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the day and year first above written.





 


	 	MobilEye Vision Technologies Ltd.
	 	 	 
	 	By:	/s/ Ofer Haberman
	 	 	 
	 	Title:	  CFO


 


	 	  /s/ Itay Gat	 
	 	 	 
	 	(the “Employee”)	 


 








    	7