Exhibit
10.2


 


FORM
OF INDEMNIFICATION AGREEMENT


 


INDEMNIFICATION AGREEMENT
(this “Agreement”) dated as of ____________, 2014, is made by and between Mobileye N.V., a Dutch limited liability
company (naamloze vennootschap) (the “Company”), and _____________
(“Indemnitee”)


 


The Company desires to
attract and retain the services of highly qualified individuals as directors, officers, employees and Agents (as defined below).


 


The Company’s Amended
and Restated Articles of Association (the “Articles”) require that the Company indemnify its directors against any
liabilities for certain matters. The Articles expressly provide that the indemnification provided therein is not exclusive and
contemplates that the Company may enter into separate agreements with its directors, officers and other persons to set forth specific
indemnification provisions.


 


Indemnitee does not regard
the protection currently provided by applicable law, the Company’s governing documents and available insurance as adequate
under the present circumstances, and the Company has determined that Indemnitee and other directors, officers, employees and Agents
of the Company may not be willing to serve or continue to serve in such capacities without additional protection.


 


The Company desires and
has requested Indemnitee to serve or continue to serve as a director, officer, employee or Agent of the Company, as the case may
be, and has proffered this Agreement to Indemnitee as an additional inducement to serve in such capacity.


 


Indemnitee is willing to
serve, or to continue to serve, as a director, officer, employee or Agent of the Company, as the case may be, if Indemnitee is
furnished the indemnity provided for herein by the Company.


 


NOW THEREFORE, in consideration
of the mutual covenants and agreements set forth herein, the parties hereto, intending to be legally bound, hereby agree as follows:


 


1.           Definitions.


 


(a)          Agent.  For purposes of this Agreement, the term “Agent” of the Company means any person who: (i) is or was a director, officer,
employee or other fiduciary of the Company or a Subsidiary (as defined below) of the Company; or (ii) is or was serving at the
request or for the convenience of, or representing the interests of, the Company or a Subsidiary of the Company, as a director,
officer, employee or other fiduciary of a foreign or domestic corporation, partnership, joint venture, trust or other enterprise.


 


(b)          Expenses.  For purposes of this Agreement, the term “Expenses” shall be broadly construed and shall include, without limitation,
all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’, witness, or
other professional fees and related disbursements, and other out-of-pocket costs of whatever nature), actually and reasonably incurred
by Indemnitee in connection with the investigation, defense or appeal of a


 




    	 



    	 



    

 


Proceeding (as defined below)
or establishing or enforcing a right to indemnification under this Agreement, the provisions of applicable law or otherwise, and
amounts paid in settlement by or on behalf of Indemnitee, but shall not include any judgments, fines or penalties actually levied
against Indemnitee for such individual’s violations of law. The term “Expenses” shall also include reasonable
compensation for time spent by Indemnitee for which he is not compensated by the Company or any Subsidiary or third party (i) for
any period during which Indemnitee is not an Agent, in the employment of, or providing services for compensation to, the Company
or any Subsidiary; and (ii) if the rate of compensation and estimated time involved is approved by the directors of the Company
who are not parties to any action with respect to which Expenses are incurred, for Indemnitee while an Agent of, employed by, or
providing services for compensation to, the Company or any Subsidiary.


 


(c)          Proceedings.  For purposes of this Agreement, the term “Proceeding” shall be broadly construed and shall include, without limitation,
any threatened, pending, or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry,
administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or
otherwise and whether of a civil, criminal, administrative or investigative nature, and whether formal or informal in any case,
in which Indemnitee was, is or will be involved as a party or otherwise by reason of: (i) the fact that Indemnitee is or was a
director or officer of the Company; (ii) the fact that any action taken by Indemnitee or of any action on Indemnitee’s part
while acting as director, officer, employee or Agent of the Company; or (iii) the fact that Indemnitee is or was serving at the
request of the Company as a director, officer, employee or Agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, and in any such case described above, whether or not serving in any such capacity at the time
any liability or Expense is incurred for which indemnification, reimbursement, or advancement of Expenses may be provided under
this Agreement.


 


(d)          Subsidiary.  For purposes of this Agreement, the term “Subsidiary” means any corporation or limited liability company of which more
than 50% of the outstanding voting securities or equity interests are owned, directly or indirectly, by the Company and one or
more of its subsidiaries, and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit
plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee,
Agent or fiduciary.


 


(e)          Independent
Counsel.  For purposes of this Agreement, the term “Independent Counsel” means a law firm, or a partner (or, if
applicable, member) of such a law firm, that is experienced in matters of corporation law and neither presently is, nor in the
past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party, or
(ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the
term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct
then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s
rights under this Agreement.


 


2.           Agreement
to Serve.  Indemnitee will serve, or continue to serve, as a director, officer, employee or Agent of the Company
or any Subsidiary, as the case may be, faithfully and to the best of his or her ability, at the will of such corporation (or under
separate agreement, if


 




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such agreement exists), in
the capacity Indemnitee currently serves as an Agent of such corporation, so long as Indemnitee is duly appointed or elected and
qualified in accordance with the applicable provisions of the Articles or other applicable charter documents of such corporation,
or until such time as Indemnitee tenders his or her resignation in writing; provided, however, that nothing contained in this Agreement
is intended as an employment agreement between Indemnitee and the Company or any of its Subsidiaries or to create any right to
continued employment of Indemnitee with the Company or any of its Subsidiaries in any capacity.


 


The Company acknowledges
that it has entered into this Agreement and assumes the obligations imposed on it hereby, in addition to and separate from its
obligations to Indemnitee under the Articles, to induce Indemnitee to serve, or continue to serve, as a director, officer, employee
or Agent of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director,
officer, employee or Agent of the Company.


 


3.           Indemnification.


 


(a)          Indemnification
in Third Party Proceedings.  Subject to Section 10 below, the Company shall indemnify Indemnitee to the fullest extent permitted
by applicable law, as the same may be in effect from time to time, if Indemnitee is a party to or threatened to be made a party
to or otherwise involved in any Proceeding, for any and all Expenses, actually and reasonably incurred by Indemnitee in connection
with the investigation, defense, settlement or appeal of such Proceeding.


 


(b)          Indemnification
in Derivative Actions and Direct Actions by the Company.  Subject to Section 10 below, the Company shall indemnify Indemnitee
to the fullest extent permitted by applicable law, as the same may be in effect from time to time, if Indemnitee is a party to
or threatened to be made a party to or otherwise involved in any Proceeding by or in the right of the Company to procure a judgment
in its favor, against any and all Expenses actually and reasonably incurred by Indemnitee in connection with the investigation,
defense, settlement, or appeal of such Proceedings.


 


4.           Indemnification
of Expenses of Successful Party.  Notwithstanding any other provision of this Agreement, to the extent that Indemnitee
has been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue or matter therein,
including the dismissal of any action without prejudice, the Company shall indemnify Indemnitee against all Expenses actually
and reasonably incurred in connection with the investigation, defense or appeal of such Proceeding.


 


5.           Partial
Indemnification.  If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company
for some or a portion of any Expenses actually and reasonably incurred by Indemnitee in the investigation, defense, settlement
or appeal of a Proceeding, but is precluded by applicable law or the specific terms of this Agreement to indemnification for the
total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.


 




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6.           Advancement
of Expenses.  To the extent not prohibited by law, the Company shall advance the Expenses incurred by Indemnitee
in connection with any Proceeding, and such advancement shall be made within twenty days after the receipt by the Company of a
statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such
Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures
made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and
upon request of the Company, an undertaking to repay the advancement of Expenses if and to the extent that it is ultimately determined
by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified
by the Company. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the Expenses.
Advances shall include any and all Expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s
right to indemnification under this Agreement, or otherwise and this right of advancement, including Expenses incurred preparing
and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery
of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay
the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not
subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section
shall continue until final disposition of any Proceeding, including any appeal therein. This Section 6 shall not apply to any
claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).


 


7.           Notice
and Other Indemnification Procedures.


 


(a)          Notification
of Proceeding.  Indemnitee will notify the Company in writing promptly upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification
or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company
of any obligation which it may have to Indemnitee under this Agreement or otherwise.


 


(b)          Request
for Indemnification and Indemnification Payments.  Indemnitee shall notify the Company promptly in writing upon receiving notice
of any demand, judgment or other requirement for payment that Indemnitee reasonably believes to be subject to indemnification under
the terms of this Agreement, and shall request payment thereof by the Company. Indemnification payments requested by Indemnitee
under Section 3 hereof shall be made by the Company no later than sixty days after receipt of the written request of Indemnitee.
Claims for advancement of Expenses shall be made under the provisions of Section 6 herein.


 


(c)          Application
for Enforcement.  In the event the Company fails to make timely payments as set forth in Sections 6 or 7(b) above, Indemnitee
shall have the right to apply to any court of competent jurisdiction for the purpose of enforcing Indemnitee’s right to indemnification
or advancement of Expenses pursuant to this Agreement. In such an enforcement hearing or Proceeding, the burden of proof shall
be on the Company to prove that indemnification or advancement of Expenses to Indemnitee is not required under this Agreement or
permitted by applicable law. Any determination by the Company (including its Board of


 




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Directors, shareholders or
Independent Counsel) that Indemnitee is not entitled to indemnification hereunder, shall not be a defense by the Company to the
action nor create any presumption that Indemnitee is not entitled to indemnification or advancement of Expenses hereunder.


 


(d)          Indemnification
of Certain Expenses.  The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or
Proceeding under this Section 7 unless the Company prevails in such hearing or Proceeding on the merits in all material respects.


 


8.           Assumption
of Defense.  In the event the Company shall be requested by Indemnitee to pay the Expenses of any Proceeding, the
Company, if appropriate, shall be entitled to assume the defense of such Proceeding, or to participate to the extent permissible
in such Proceeding, with counsel reasonably acceptable to Indemnitee. Upon assumption of the defense by the Company and the retention
of such counsel by the Company, the Company shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently
incurred by Indemnitee with respect to the same Proceeding, provided that Indemnitee shall have the right to employ separate counsel
in such Proceeding at Indemnitee’s sole cost and Expense. Notwithstanding the foregoing, if Indemnitee’s counsel delivers
a written notice to the Company stating that such counsel has reasonably concluded that there may be a conflict of interest between
the Company and Indemnitee in the conduct of any such defense or the Company shall not, in fact, have employed counsel or otherwise
actively pursued the defense of such Proceeding within a reasonable time, then in any such event the fees and Expenses of Indemnitee’s
counsel to defend such Proceeding shall be subject to the indemnification and advancement of Expenses provisions of this Agreement.


 


9.           Insurance.  To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or Agents of the Company or of any Subsidiary (“D&O Insurance”), Indemnitee shall be covered by such policy or
policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer,
employee or Agent under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof,
the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the
insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary
or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding
in accordance with the terms of such policies.


 


10.          Exceptions.


 


(a)          Certain
Matters.  Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement to indemnify Indemnitee on account of any Proceeding with respect to (i) remuneration paid to Indemnitee if it is
determined by final judgment or other final adjudication that such remuneration was in violation of law (and, in this respect,
both the Company and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for
liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that


 




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claims for indemnification
should be submitted to appropriate courts for adjudication, as indicated in Section 10(d) below); (ii) a final judgment or other
final adjudication that Indemnitee’s conduct was in bad faith, knowingly fraudulent or deliberately dishonest or constituted
willful misconduct (but only to the extent of such specific determination); or (iii) on account of conduct that is established
by a final judgment as resulting in any personal profit or advantage to which Indemnitee is not legally entitled. For purposes
of the foregoing sentence, a final judgment or other adjudication may be reached in either the underlying Proceeding or action
in connection with which indemnification is sought or a separate Proceeding or action to establish rights and liabilities under
this Agreement.


 


(b)          Claims
Initiated by Indemnitee.  Any provision herein to the contrary notwithstanding, the Company shall not be obligated to indemnify
or advance Expenses to Indemnitee with respect to Proceedings or claims initiated or brought by Indemnitee against the Company
or its directors, officers, employees or other Agents and not by way of defense, except (i) with respect to Proceedings brought
to establish or enforce a right to indemnification under this Agreement or under any other agreement, provision in the Articles
or applicable law, or (ii) with respect to any other Proceeding initiated by Indemnitee that is either approved by the Board of
Directors or Indemnitee’s participation is required by applicable law. However, indemnification or advancement of Expenses
may be provided by the Company in specific cases if the Board of Directors determines it to be appropriate.


 


(c)          Unauthorized
Settlements.  Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms
of this Agreement to indemnify Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding effected without
the Company’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent to any proposed settlement;
provided, however, that the Company may in any event decline to consent to (or to otherwise admit or agree to any liability for
indemnification hereunder in respect of) any proposed settlement if the Company is also a party in such Proceeding and determines
in good faith that such settlement is not in the best interests of the Company and its shareholders.


 


(d)          Securities
Act Liabilities.  Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms
of this Agreement to indemnify Indemnitee or otherwise act in violation of any undertaking appearing in and required by the rules
and regulations promulgated under the Securities Act of 1933, as amended (the “Act”), or in any registration statement
filed with the SEC under the Act. Indemnitee acknowledges that paragraph (h) of Item 512 of Regulation S-K currently generally
requires the Company to undertake in connection with any registration statement filed under the Act to submit the issue of the
enforceability of Indemnitee’s rights under this Agreement in connection with any liability under the Act on public policy
grounds to a court of appropriate jurisdiction and to be governed by any final adjudication of such issue. Indemnitee specifically
agrees that any such undertaking shall supersede the provisions of this Agreement and to be bound by any such undertaking.


 




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11.          Nonexclusivity;
Priority of Payment and Survival of Rights.


 


(a)          The
provisions for indemnification and advancement of Expenses set forth in this Agreement shall not be deemed exclusive of any other
rights to which Indemnitee may at any time be entitled under any provision of applicable law, the Articles or other agreements,
both as to action in Indemnitee’s official capacity and Indemnitee’s action as an Agent of the Company, in any court
in which a Proceeding is brought, and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as
an Agent of the Company and shall inure to the benefit of the heirs, executors, administrators and assigns of Indemnitee. The obligations
and duties of the Company to Indemnitee under this Agreement shall be binding on the Company and its successors and assigns until
terminated in accordance with its terms. The Company shall require any successors (whether direct or indirect, by purchase, merger,
demerger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to assume
and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if
no such succession had taken place.


 


(b)          No
amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under
this Agreement in respect of any action taken or omitted by such Indemnitee in his or her corporate status prior to such amendment,
alteration or repeal. To the extent that a change in Dutch law, whether by statute or judicial decision, permits greater indemnification
or advancement of Expenses than would be afforded currently under the Articles and this Agreement, it is the intent of the parties
hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein
conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, by Indemnitee shall not prevent the concurrent assertion or employment
of any other right or remedy by Indemnitee.


 


12.          Term.  This
Agreement shall continue until and terminate upon the later of: (a) five years after the date that Indemnitee shall have ceased
to serve as a director or and/or officer, employee or Agent of the Company; or (b) one year after the final termination of any
Proceeding, including any appeal then pending, in respect to which Indemnitee was granted rights of indemnification or advancement
of Expenses hereunder.


 


No legal action shall be
brought and no cause of action shall be asserted by or in the right of the Company against an Indemnitee or an Indemnitee’s
estate, spouse, heirs, executors or personal or legal representatives after the expiration of five years from the date of accrual
of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted
by the timely filing of a legal action within such five-year period; provided, however, that if any shorter period of limitations
(verjaringstermijn) is otherwise applicable to such cause of action, such shorter period shall govern.


 


13.          Subrogation.  In
the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who, at the request and expense of the Company, shall execute all papers required and shall do everything
that may be reasonably necessary to secure such rights, including the execution of such documents necessary to enable the Company
effectively to bring suit to enforce such rights.


 




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14.          Interpretation
of Agreement.  It is understood that the parties hereto intend this Agreement to be interpreted and enforced so
as to provide indemnification to Indemnitee to the fullest extent now or hereafter permitted by law.


 


15.          Severability.  If
any provision of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (a) the validity,
legality and enforceability of the remaining provisions of the Agreement (including without limitation, all portions of any paragraphs
of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid,
illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions
of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision
held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so
as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to Section
14 hereof.


 


16.          Amendment
and Waiver.  No supplement, modification, amendment, or cancellation of this Agreement shall be binding unless executed
in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


17.          Notice.  Except
as otherwise provided herein, any notice or demand which, by the provisions hereof, is required or which may be given to or served
upon the parties hereto shall be in writing and, if by email or facsimile, shall be deemed to have been validly served, given
or delivered upon electronic confirmation of receipt; if by courier or personal delivery, shall be deemed to have been validly
served, given or delivered upon actual delivery; and if mailed, shall be deemed to have been validly served, given or delivered
five business days after deposit in the sender’s local mail as international mail, with proper postage prepaid and addressed
to the party or parties to be notified at the address(es) set forth on the signature page of this Agreement (or such other address(es)
as a party may designate for itself by like notice). If to the Company, notices and demands shall be delivered to the attention
of the Secretary of the Company.


 


18.          Governing
Law.  This Agreement shall be governed exclusively by and construed according to the laws of the State of Israel,
without application of the conflict of laws principles thereof. All disputes arising hereunder shall be submitted to the competent
court in the State of Israel, subject to appeal as provided by law.


 


19.          Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all
of which together shall constitute but one and the same Agreement. Only one such counterpart need be produced to evidence the
existence of this Agreement.


 


20.          Headings.  The
headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction hereof.


 




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21.         Entire
Agreement.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior agreements, understandings and negotiations, written and oral, between the parties with respect
to the subject matter of this Agreement; provided, however, that this Agreement is a supplement to and in furtherance of the Articles
and the provisions of Dutch law or any other applicable law, and shall not be deemed a substitute therefor, and does not diminish
or abrogate any rights of Indemnitee thereunder.


 




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IN WITNESS WHEREOF, the
parties hereto have entered into this Agreement effective as of the date first above written.


 


	 	MOBILEYE N.V.
	 	 	 
	 	By:	 





	 	Name:
	 	Title:
	 	 
	 	INDEMNITEE
	 	 
	 	 
	 	Name:
	 	 
	 	Address:


 


Signature
Page to Indemnity Agreement