Exhibit 4.1


 


MOBILEYE VISION TECHNOLOGIES LTD.


EMPLOYMENT AGREEMENT


 


This Employment Agreement
is effective as of 1/10/2016 (the “Effective Date”), by and between Mobileye Vision Technologies Ltd.,
an Israeli company with its principal offices at 13 Hartum st., Jerusalem, Israel (the “Company”), and Erez Dagan
(I.D. Number 34213355) an individual whose address at Ezra Hasofer 15 Tel Aviv (the “Employee”).


 


W I T N E S S E T H:


 


WHEREAS, Employee and
employer relations exist between the parties since 2/2/2003;


 


And WHEREAS, starting
from 1/10/2016 the Company desires to employ the Employee as its SVP Advanced Technologies and Strategy, 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 nor 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.


 


		1.3.	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 1/10/16 serve as SVP Advanced Technologies and Strategy and shall report
to Amnon Shashua. 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 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.



 


		2.3.	In the event that the Employee shall discover that he has 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.



 


		2.4.	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.



 


		2.5.	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.	SCOPE OF EMPLOYMENT & OVERTIME PAYMENT



 


		3.1.	The Employee shall carry out his duty according to the accustomed hours of the Company for Employees
serving in his role or in that scale and as determined by the Employee’s supervisor as defined in section 2.1. It is clarified
that all salaries payments as well employee benefits and the supplementary payments  in this agreement reflect a full time
employment status however employee will be compensated proportionally to the percentage of his employment status as shall be determined
from time to time (hereinafter: “The Part-Time Percentage”). Unless agreed upon differently, the Percentage shall
be 100%. 



 




    	 	 	 



     


    

 


		3.2.	In addition to section 3.1 aforementioned, the Employee will be required, from time to time and
in accordance with the Company needs, to work overtime and on days of rest (hereinafter: “overtime”).The
overtime norm must not, at any circumstances, exceed 40 hours per month.



 


		3.3.	The Employee shall be entitled to compensation for overtime worked by him in the total sum of 14,015
NIS (hereinafter: “overtime payment”). The overtime payment shall be calculated as follows: the salary as was
set on section 4.1 divided by 186 hours (each month) multiplied by the overtime norm as was set on section 3.2 aforementioned and
multiplied by 1.333 (the average between 125% overtime compensation to 150% overtime compensation).



 


		3.4.	It is hereby clarified and agreed upon that the Employee will not be entitled to work overtime
exceeding the norm specified in section 3.2 above, without written permission given by his supervisor – as defined in section
2.1- in advance. Should a written permission be given, the Employee will be entitled to additional overtime payment regarding the
overtime hours exceeding the norm specified in section 3.2 above, in accordance with reported hours and as was permitted by his
supervisor.



 


		4.	SALARY



 


		4.1.	In consideration for the performance of all his duties on behalf of the Company according to this
contract, the Employee shall be entitled to a monthly global salary (the “Salary”) of 49,000 New Israeli Shekels
(“NIS”), and also to supplementary payments (i.e. overtime payment), to social benefits and to senior employees
insurance, as specified in section 5 below (hereinafter: “The Benefits”).



 


		4.2.	It is understood and agreed upon the parties that the Salary, the supplementary payments and The
Benefits are in gross values and shall be subject to tax deduction at source, as required by any relevant law.



 


		4.3.	It is understood and agreed upon the parties that the Salary, the supplementary payments and the
Benefits shall be deemed as the full and total consideration that the Employee is entitled to, either according to this contract
or according to any law applicable, due to the fulfillment of his obligations according to this contract, including overtime work
and work at rest days.



 


		4.4.	The Employee shall devote his full working hours, attention, diligence and energy to his employment
under this Agreement.



 


		4.5.	The Salary and the Benefits for each preceding month shall be paid in the next month not later
than the 9th day of the month. The Company shall make the appropriate payments on behalf of the Employee, out of the
money that was deducted from the Salary, the supplementary payments or from the Benefits, to the income tax authorities, the Institute
of National Insurance and any other relevant authority.



 




    	 	 	 



     


    

   


		5.	BENEFITS



 


		5.1.	Keren Hishtalmut Fund. 



 


		5.1.1.	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
“Insured 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 Salary of the
Employee an amount equal to up to 21/2% of the Insured Salary for the preceding month and pay the same on behalf
of the Employee, to the Fund.



 


		5.1.2.	It is hereby clarified that for the purposes of section 5.1 only, the expression “Insured
Salary” shall be interpreted as the outcome of the following sum: 80% multiplying Salary plus Overtime
payment plus Convalescence pay plus Travel expenses plus High tech Bonus.



 


		5.2.	Convalescence Pay. The Employee shall be entitled to convalescence pay equal to 255 NIS
per month.



  


		5.3.	Transportation Expenses. The Employee shall be entitled to reimbursement of transportation expenses
that shall not exceed 495 NIS.



 


		5.4.	Special High-Tech Bonus. The Employee shall be entitled to a monthly global special high-tech bonus
equal to 6,235 NIS (hereinafter: The “High-Tech Bonus”). The High-Tech Bonus shall be paid to the employee together
with the salary.



 


		5.5.	Severance Pay and Managers Insurance.  



  


		5.5.1.	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 sums:



 


		5.5.1.1.	A sum, equal to 6.25% of the sum of the Insured Salary for the preceding month to a Managers Insurance
(Bituach Minahalim) policy (the “Policy”) through an agency to be selected by the Company, or if agreed to by
the Company, selected by the Employee toward a pension fund. In addition, at the beginning of each month the Company shall deduct
from the Salary of the Employee an amount equal to 5.75% of the Insured Salary for the preceding month, and shall pay such amount
on behalf of the Employee to such Policy.



 


		5.5.1.2.	A sum, equal to eight percent and one third of a percent
(8.33%) of the Insured Salary to a Severance fund, chosen
by the Company (Hereinafter:





 






    	 	 	 



     


    

 


“The Severance
Policy”). The sum mentioned in this section shall be deemed as substitution for severance pay, according to Article 15
of the Severance Pay Act, 5723-1963.


 


		5.5.1.3.	It is hereby clarified that for the purposes of section 5.5 only, the expression “Insured
Salary” shall be interpreted as the outcome of the following sum: Salary plus Overtime payment plus High tech Bonus.



 


		5.5.2.	Payments by the Company towards the Policy under this section 5.5 shall be on account of and not
in addition to any statutory obligation to pay severance pay.



 


		5.5.3.	The Employee hereby declares that the payments under this section 5.5 are done on his authority
and consent.



 


		5.6.	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
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 agreement by the Company for just cause, the Company may release or withhold the severance Policy
at its sole and absolute discretion.



 


		5.7.	Vacation days. The employee will be entitled to 24 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 5.7 a “Business Day” shall mean any Sunday through Friday during which the Company is open
for business.



 


The Employee
hereby acknowledges and agrees that the Company will be entitled to determine, in its discretion, mandatory vacations, during Sukkot
and/or Passover holidays, or otherwise. If, at any time, the mandatory vacation days exceed the remaining vacation days accrued
for the benefit of Employee, the Employee agrees and hereby requests in advance from the Company to allow him/her to accumulate
negative vacation days up to a cap allowed by the Company and the rest of such excess days shall be regarded as leave without pay
(“LWOP”). Company shall have


 




     


     


    

 


the sole discretion
to decide if and to what extent to accept such request on a ‘case by case’ basis. If the Company does not agree to accumulate negative
vacation days for any reason, or – if the Company does allow such accumulation but ultimately it becomes unfeasible for any
reason, whether by law or otherwise, the Employee agrees and hereby requests in advance that such excess leave days will be regarded
as LWOP. In addition, and in any other event that Employee accumulated vacation days in excess of the total vacation days available
for Employee’s benefit, the Employee agrees and hereby requests in advance that such vacation days in excess will be regarded as
LWOP. If, at the time of termination of Employee’s employment for any reason, Employee has accrued negative vacation days, the
Employee agrees that all amounts due from the Employee in relation to such negative vacation days will be deducted by the Company
from Employee’s salary and/or from any other amount payable by the Company to the Employee or with respect to Employee’s employment.


 


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



 


		5.9.	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.



 


		6.	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.


 


		7.	CONFIDENTIALITY, NON-COMPETITION, TECHNOLOGY ASSIGNMENT



 


		7.1.	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.



 


		7.2.	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”).



 


		7.3.	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 7 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 7 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.


 


		8.	TERMINATION



 


		8.1.	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”).



 


		8.2.	The Company may in its discretion terminate the Employee’s employment immediately (that is,
without giving notice as specified in Section 8.1 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 8.1 (“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.



 


		8.3.	The Company shall be entitled to terminate this Agreement immediately 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



 


		8.4.	In the event that the Employee does not deliver to the Employer the Prior Notice as required by
section 8.1, 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.



 


		8.5.	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.



 


		8.6.	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.



 


		8.7.	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.



 




     


     


    

 


		9.	MISCELLANEOUS



 


		9.1.	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.



 


		9.2.	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.



 


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



 


		9.4.	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.



 


		9.5.	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 by either party which are not expressly set forth in this Agreement and the
Proprietary Information Agreement.



 


		9.6.	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.



 


		9.7.	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.


 


	Erez Dagan	 	Mobileye Vision Technologies Ltd.
	Date: 1/10/2016	 	Date: 1/10/2016
	Name: Erez Dagan	 	
        Names:
           Ofer Maharshak 

        Pinhas Segal

	Title: SVP Advanced Technologies and Strategy	 	
        Titles:     Chief Financial Officer

        VP Finance & HR

	Signature: /s/ Erez Dagan	 	
        Signatures: /s/ Ofer Maharshak

          /s/ Pinhas Segal