Exhibit 10.5


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement, dated as of July
27, 2014, is between Mobileye Vision Technologies Ltd., a private limited liability company incorporated under the laws of the
State of Israel, whose address is 13 Hartom Street, Jerusalem, Israel (the “Company”), and Ofer Maharshak, with
the ID number and address set forth on the signature page hereto (“Executive”).


 


1.           Position
And Responsibilities


 


1.1           Position.   Executive’s
employment with the Company started on December 27, 2006 and all his rights with respect to seniority shall be based on such
date. Executive shall continue to be employed by the Company to render services to the Company in the position of
Chief Financial Officer of the Company and in respect of his duties as such, shall report to the Board of Directors of the
Company (the “Board”), and will also hold the position of Chief Executive Officer of Mobileye N.V.,
the Company’s parent company (the “Parent”), reporting in such capacity to the entire Board of
Directors of the Parent (the “Parent’s Reportee”). Executive shall perform such duties as are
customary in the foregoing positions, or as directed by the Board and the Parent’s Reportee, respectively, without any
additional compensation for the performance of his duties as Chief Financial Officer of the Parent. Executive shall abide by
the Company’s and the Parent’s rules and practices, as adopted or modified from time to time in the Board’s
and the Parent’s Reportee’s sole discretion.


 


It is agreed that Executive’s
position is a management one and/or one that requires a special degree of personal trust, as defined in the Working Hours and Rest
Law, 1951. Therefore, Executive shall not be granted any other compensation or payment other than as expressly specified under
this Agreement. Executive undertakes not to claim that the Working Hours and Rest Law applies to his employment with the Company.
Executive acknowledges the legitimacy of the Company’s requirement to work “overtime” or during “weekly rest-hours”
without being entitled to “overtime compensation” or “weekly rest-hour compensation” (as these terms are defined
in the Working Hours and Rest Law), and Executive undertakes to comply with such requirements of the Company, to the extent reasonably
possible. Executive acknowledges that the compensation to which Executive is entitled pursuant to this Agreement constitutes adequate
compensation for his work during “overtime” or “weekly rest-hours”.


 


This Agreement is considered
as a personal employment agreement. Nothing herein shall derogate from any right Executive may have, if at all, in accordance with
any law, expansion order, collective bargaining agreement, employment agreement or any other agreement with respect to the terms
of Executive’s employment, if relevant. Any previously signed employment agreement will be terminated upon signing this Agreement.


 


1.2           Other
Activities.   Subject to the exception contained in the next sentence, Executive shall devote his full business time, attention
and skill to perform any assigned duties, services and responsibilities while employed by the Company, for the furtherance of the
Company’s and the Parent’s business, in a diligent, loyal and conscientious manner. Executive may devote time and attention,
not to exceed 10 hours per month, to business activities unrelated to the Company and the Parent, provided however, that such business
activities shall not involve any business that competes directly or indirectly with the business of the Company or any of its affiliates
or the Parent.  Except in compliance with the prior sentence or upon the prior written consent of the Parent, Executive will
not, during the term of this Agreement, (i) accept any other employment, or (ii) engage, directly or indirectly, in any
other business activity (whether or not


 




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pursued for pecuniary advantage)
that might interfere with Executive’s duties and responsibilities hereunder, or create a conflict of interest with the Company
or the Parent.











 


1.3           No
Conflict.   Executive represents and warrants that Executive’s execution of this Agreement, Executive’s continuing
employment with the Company, and the performance of Executive’s duties under this Agreement does not and will not violate
any obligations Executive may have to any other employer, person or entity, including any obligations with respect to proprietary
or confidential information of any other person or entity.


 


2.           Compensation
And Benefits


 


2.1           Base
Salary.   In consideration of the services to be rendered under this Agreement, the Company shall pay Executive a monthly salary
of 70,000 New Israeli Shekels (“NIS”) (“Base Salary”). The Base Salary shall be paid in accordance
with the Company’s regularly established payroll practice. Executive’s Base Salary and all other payments and entitlements
under this Agreement or any applicable law shall be reduced by withholdings required by law. Executive’s Base Salary will
be reviewed from time to time in accordance with the established procedures of the Company for adjusting salaries for senior executives
and may be increased but not decreased in the sole discretion of the Board of Directors of the Parent. References herein to Base
Salary shall mean the Base Salary as in effect from time-to-time.


 


2.2           Stock
Options.   The Company may recommend to the Board (or the board of directors of the Parent) that Executive be provided with options
to purchase ordinary shares of the Parent from time to time, which option grants shall be subject to approval by the Board of
Directors of the Parent or any committee thereof in accordance with the Parent’s then current practices. The Company agrees
that upon termination of Executive’s employment or services as director of the Parent by the Company or by the Parent for
any reason other than for Cause (as defined below), all unvested options granted to Executive shall immediately vest and be exercisable
in accordance with their terms, and any option agreement with respect to options that may be granted to Executive shall provide
for such accelerated vesting.


 


2.3           Benefits.   Executive
shall be eligible to participate in the benefits made generally available by the Company to similarly situated employees, in accordance
with the benefit plans established by the Company, and as may be amended from time to time in the Company’s sole discretion,
provided however, that such benefits shall not be less than the current benefits of Executive. The Company shall provide Executive
with an automobile for his benefit and use and pay all operating costs related thereto. It is agreed that any tax payment in connection
with the provision of the automobile or the cellular phone or food allowance benefit shall be grossed up by the Company.


 


2.4           Pension
Arrangements.   The Company shall insure the following payments to Executive under an accepted ‘manager’s insurance scheme’ (the
“Managers Insurance Policy”) or pension fund (the “Pension Fund”), as shall be elected by Executive,
as follows: 


 


-              Manager
Insurance Policy: (i) Severance - an amount equal to 81⁄3% of the Base Salary; (ii) Pension - an amount equal to 5% of
the Base Salary. In addition the Company will deduct a sum equal to 5% of the Base Salary as Executive’s contribution; (iii) Disability
- subject to the Company’s insurer’s consent to underwrite such policy for Executive, the Company will contribute an amount
of up to 21⁄2% of the Base Salary towards disability insurance, under normal and acceptable conditions, which would insure
75% of the Base Salary.


 




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-               Pension
Fund: Severance - an amount equal to 81⁄3% of the Base Salary; Pension - an amount equal to 5% of Executive’s Base Salary.
In addition the Company will deduct a sum equal to 5% of Executive’s Base Salary as Executive’s contribution.


 


Executive hereby instructs
the Company to transfer to the Managers Insurance Policy and/or the Pension Fund the amounts that constitutes Executive’s part
from Executive’s Base Salary.


 


In the event Executive
chooses to combine plans, the above percentage will apply to such portion of the Base Salary which Executive has allocated towards
Manager’s Insurance Policy and Pension Fund.


 


2.5           ‘Keren
Hishtalmut’ Fund.   The Company and Executive shall maintain a ‘Keren Hishtalmut’ Fund (the “Keren Hishtalmut Fund”).
The Company shall contribute to such Keren Hishtalmut Fund an amount equal to 71/2% of 80% of the Base Salary,
and Executive shall contribute to the Keren Hishtalmut Fund an amount equal to 21/2% of 80% of the Base
Salary. Executive hereby instructs the Company to transfer to such Keren Hishtalmut Fund the amount of Executive’s contribution
from each Base Salary.


 


In the event of payments
to the Keren Hishtalmut Fund that exceed the amounts equal to the aforesaid percentages of the Effective Salary as defined in Section
3(e) of the Income Tax Ordinance, such additional amount shall be recognized as ordinary income for Tax purposes on the date of
contribution to such Keren Hishtalmut Fund.


 


2.6           Vacation.   Subject to the provisions of the Annual Vacation Law, 1951 (the “Vacation Law”), Executive shall be entitled to
24 working days as vacation days (the “Vacation Days”) in each calendar year. Executive shall be entitled to carry
forward the unused Vacation Days and redeem a number of Vacation Days all in accordance with the terms set out in the Vacation
Law and Company policy.


 


2.7           Severance
Pay.   In addition to any payment that Executive may be entitled to under this Agreement and/or any applicable law, Executive
shall be entitled to Severance Pay in accordance with the Severance Pay Law.


 


2.8           Sick
Leave.   Executive shall be entitled to fully paid sick leave pursuant to the Sick Pay Law 5736 - 1976.


 


2.9           Expenses.   The
Company shall reimburse Executive for reasonable travel and other business expenses incurred by Executive in the performance of
Executive’s duties hereunder in accordance with the Company’s expense reimbursement guidelines, as they may be amended
in the Company’s or the Parent’s sole discretion.


 


3.           Term
of Employment.   The employment of Executive shall be for at least 36 months following the date of this Agreement.


 


It is agreed by the parties
that in any event of termination of employment by the Company, for any reason other than for “Cause” (as defined below),
or in any event of termination of employment by Executive in circumstances that entitle Executive to receive severance pay and
all benefits as if he were terminated by the Company (“Deemed Dismissal”), whether during the 36 month period
or thereafter, then Executive shall be entitled to receive from the Company, in addition to any severance payments, his Base Salary
and all other benefits and entitlements under this Agreement and any other agreement (written, oral or implied)


 




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(together the “Monthly
Compensation Package”) for a period of nine months following such date of termination.


 


Notwithstanding anything
stated above, it is agreed by the parties that in any event of termination (either by the Company or by Executive in circumstances
of Deemed Dismissal) as a result of Change of Control (as defined below), Executive shall be entitled to receive the greater of:
(a) Monthly Compensation Package for a period of nine months following such date of termination; or (b) Monthly Compensation Package
for the remaining period from the date of termination until the expiration of the initial term of this Agreement (36 months).


 


For the purposes of this
Agreement, “Change of Control” shall mean the sale of all or substantially all the assets of the Company
or the Parent; any merger, consolidation or acquisition of the Company or the Parent with, by or into another corporation, entity
or person; or any change in the ownership of more than 50% of the voting capital stock of the Company or the Parent in one or more
related transactions, in each case excluding any such transaction entered into primarily for the purpose of an internal reorganization
and which does not result in any material change in the ultimate beneficial ownership of the Company or the Parent.


 


In addition, the Company
agrees that upon termination of Executive’s employment by the Company for any reason other than for Cause or in any event
of Deemed Dismissal, all unvested options granted to Executive (whether before or after the date hereof) shall immediately vest
and be exercisable in accordance with their terms, and any option agreement with respect to options that may be granted to Executive
shall provide for such accelerated vesting.


 


The Company may terminate
Executive’s employment with the Company at any time for Cause. For purposes of this Agreement, “Cause” shall
mean (i) Executive’s material failure to carry out or comply with any lawful and reasonable directive of the Board or the
Board of Directors of the Parent consistent with the terms of this Agreement, or willful failure to substantially perform his duties
and responsibilities under this Agreement that, in either case, is not promptly remedied within 30 days after the Board or the
Board of Directors of the Parent gives written notice specifying such refusal or failure in reasonable detail; (ii) Executive performs
any act that entitles the Company legally to dismiss him under Israeli law without paying him any severance pay in connection with
such dismissal; and (iii) Executive’s conviction for a felony, which conviction is not subject to any further right of appeal.


 


4.           Termination
Obligations


 


4.1           Transfer
of Duties.   In any event of termination, Executive may be required by the Company to provide services to the Company (including
the transfer of his duties) for a period which will not be longer than 60 days following the date of notice of termination.


 


4.2           Return
of Property.   Executive agrees that all property (including without limitation all equipment, tangible proprietary information,
documents, records, notes, contracts and computer-generated materials) furnished to or created or prepared by Executive incident
to Executive’s employment belongs to the Company and shall be promptly returned to the Company upon termination of Executive’s
employment.


 


4.3           Resignation
and Compensation.   Following any termination of employment, Executive shall cooperate with the Company in the winding up of
pending work on behalf of the Company and the orderly transfer of work to other employees. Executive shall also cooperate with
the Company in the defense of any


 




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action brought by any third
party against the Company that relates to Executive’s employment by the Company.


 


5.           Inventions
and Proprietary Information; Prohibition On Third Party Information


 


5.1           Proprietary
Information Agreements.   Executive confirms he has executed and delivered each of the agreements listed on Schedule A hereto
and each such agreement remains in full force and effect.


 


5.2           Executive
agrees that it may be difficult to measure damage to the Company from any breach of Executive of the promises set forth in this
Section 5 or in the agreements identified on Schedule A (“Proprietary Information Agreements”), 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, Executive agrees that if he breaches any provision of this Section 5 or of the Proprietary Information
Agreements, 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 Executive without showing or proving any actual damage sustained by the Company.


 


5.3           Non-Disclosure
of Third Party Information.   Executive represents and warrants and covenants that Executive shall not disclose to the Company,
or use, or induce the Company to use, any proprietary information or trade secrets of others at any time, including but not limited
to any proprietary information or trade secrets of any former employer, if any; and Executive acknowledges and agrees that any
violation of this provision shall be grounds for Executive’s termination and could subject Executive to potentially substantial
civil liabilities and criminal penalties. Executive further specifically and expressly acknowledges that no officer or other employee
or representative of the Company has requested or instructed Executive to disclose or use any such third party proprietary information
or trade secrets.


 


6.           Email
policy.    Unless otherwise is provided under this Agreement, Executive will use the Company’s equipment for the purpose of Executive’s
employment only. Thus, Executive shall not have any right to use the email box for private purposes and shall not be entitled
to store any private material on Executive’s personal computer/laptop for personal purposes. Executive shall be entitled to use
Internet-related email services (such as Gmail, YahooMail, etc.) and cloud storage services. Executive acknowledges and agrees
as follows: (i) the Company shall have the right to allow other employees and other third parties to use Executive’s personal
computer/laptop; (ii) the Company shall have the right to conduct inspections on any and all of the Company’s computers, including
inspections of electronic mail transmissions, internet usage and inspections of their content. For the avoidance of any doubt,
it is hereby clarified that all examination’s finding shall be the Company’s sole property; (iii) in light of Executive’s undertaking
that the sole use of Executive’s personal computer/laptop and email shall be for business purposes, Executive has no right for
privacy in any and all computer and email material; (iv) at any and all times, Executive will transfer to the Company Executive’s
log-on passwords to Executive’s personal computer/laptop and to the Company’s email account.


 


7.           Limited
Agreement Not To Compete 


 


7.1           Executive
undertakes that during the term of employment with the Company and for a period of 12 months thereafter: (i) Executive shall not
engage, establish, open or in any manner whatsoever become involved, anywhere in the world, directly or indirectly, either as an
employee, owner, partner, agent, shareholder, director, consultant or otherwise, in any business, occupation, work or any other
activity which is reasonably likely to involve or require the use of any of the Company’s Major Assets, as defined below.


 




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Executive confirms that engagement,
establishment, opening or involvement, directly or indirectly, either as an employee, owner, partner, agent, shareholder, director,
consultant or otherwise, in any business, occupation, work or any other activity which competes with the business of the Company
as conducted during the term of employment or contemplated, during such term, to be conducted, is likely to require the use of
all or a portion of the Company’s Major Assets; provided, however, that Executive may own equity securities of a public company
in an amount not to exceed 2% of the issued and outstanding equity securities of such company; (ii) Executive shall not, directly
or indirectly, solicit, hire or retain as an employee, consultant or otherwise, any employee of the Company or induce or attempt
to induce any such employee to terminate or reduce the scope of his employment with the Company; and (iii) Executive shall not,
directly or indirectly, solicit or induce, or attempt to solicit or induce, any consultant, service provider, agent, distributor,
customer or supplier of the Company to terminate, reduce or modify the scope of such person’s engagement with the Company.


 


Executive acknowledges
that in light of Executive’s position with the Company and in view of Executive’s exposure to, and involvement in, the Company’s
sensitive and valuable proprietary information, property (including, intellectual property) and technologies, as well as its goodwill
and business plans (the “Company’s Major Assets”), the provisions of this Section above are reasonable and necessary
to legitimately protect the Company’s Major Assets, and are being undertaken by Executive as a condition to the employment of Executive
by the Company. Executive confirms that Executive has carefully reviewed the provisions of this Section, fully understands the
consequences thereof and has assessed the respective advantages and disadvantages to Executive of entering into this undertaking.


 


For purposes of this Agreement
the Company is currently engaged in the business of designing and developing software and related technologies for camera-based
Advanced Driver Assistance Systems.


 


8.           Amendments;
Waivers; Remedies.   This Agreement may not be amended or waived except by a writing signed by Executive and by a duly authorized
representative of the Company which is approved by the Board of Directors of the Parent. Failure to exercise any right under this
Agreement shall not constitute a waiver of such right. Any waiver of any breach of this Agreement shall not operate as a waiver
of any subsequent breaches. All rights or remedies specified for a party herein shall be cumulative and in addition to all other
rights and remedies of the party hereunder or under applicable law.


 


9.           Director
& Officer Insurance; Indemnification Agreement.   The Company shall purchase and maintain, or cause the Parent to purchase
and maintain, a customary director and officer insurance policy covering Executive for the term of his tenure and thereafter until
the expiration of the statute of limitation with respect to any possible claim against him, and enter into a customary agreement
with Executive providing for the indemnification of Executive for potential personal liability for actions taken in his capacity
as an officer or director of the Company, the Parent, their respective subsidiaries or any other entity on behalf of any of them.


 


10.          Assignment;
Binding Effect


 


10.1         Assignment.   The
performance of Executive is personal hereunder, and Executive agrees that Executive shall have no right to assign and shall not
assign or purport to assign any rights or obligations under this Agreement. This Agreement may not be assigned or transferred
by the Company; except in connection with the consolidation, merger or sale of the Company or a sale of any or all or substantially
all of its assets.


 




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10.2         Binding
Effect.   Subject to the foregoing restriction on assignment by Executive, this Agreement shall inure to the benefit of and be
binding upon each of the parties; the affiliates, officers, directors, agents, successors and assigns of the Company; and the
heirs, devisees, spouses, legal representatives and successors of Executive.


 


11.          Notices.   Any notice under this Agreement must be in writing and addressed to the Company at its headquarters at Har Hotzvim, 13 Hartom Street,
P.O. Box 45157, Jerusalem 97775, Israel, Attention: CEO, or to Executive at the address set forth on the signature page hereto.
Notices under this Agreement shall be effective upon (a) hand delivery, when personally delivered; (b) written verification of
receipt, when delivered by overnight courier or certified or registered mail; or (c) acknowledgment of receipt of electronic transmission,
when delivered via electronic mail or facsimile. Executive shall be obligated to notify the Company in writing of any change in
Executive’s address. Notice of change of address shall be effective only when done in accordance with this paragraph.


 


12.          Severability.   If any provision of this Agreement shall be held by a court or arbitrator to be invalid, unenforceable, or void, such provision
shall be enforced to the fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect.
In the event that the time period or scope of any provision is declared by a court or arbitrator of competent jurisdiction to exceed
the maximum time period or scope that such court or arbitrator deems enforceable, then such court or arbitrator shall reduce the
time period or scope to the maximum time period or scope permitted by law.


 


13.          Governing
Law.   The validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed in
accordance with the laws of the State of Israel applicable to contracts made and performed therein.


 


14.          Interpretation.   This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. Sections
and section headings contained in this Agreement are for reference purposes only, and shall not affect in any manner the meaning
or interpretation of this Agreement. Whenever the context requires, references to the singular shall include the plural and the
plural the singular.


 


15.          Obligations
Survive Termination Of Employment.   Executive agrees that any and all of Executive’s obligations under this Agreement,
including but not limited to Sections 5 and 7 and Schedule A, shall survive the termination of employment and the termination of
this Agreement.


 


16.          Authority.   Each party represents and warrants that such party has the right, power and authority to enter into and execute this Agreement
and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding
agreement and obligation of such party and is enforceable in accordance with its terms.


 


17.          Entire
Agreement.   This Agreement (including the agreements referenced in Schedule A attached hereto, which are incorporated herein
by reference) is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes
and merges all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications and agreements,
whether written or oral, between the parties relating to the subject matter hereof and all past courses of dealing or industry
custom.


 




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18.         Counterparts.   This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement, but
all of which together shall constitute one and the same instrument.


 


[Signature Page Follows]


 




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Executive acknowledges and represents that
Executive has had the opportunity to consult legal counsel concerning this Agreement, that Executive has read and understands this
Agreement, that Executive is fully aware of its legal effect, and that Executive has entered into it freely based on Executive’s
own judgment and not on any representations or promises other than those contained in this Agreement.


 


In Witness Whereof, the parties have
duly executed this Agreement as of the date first written above.


 


MOBILEYE VISION TECHNOLOGIES LTD.


 


	By: 	/s/ Ziv Aviram	 	/s/ Ofer Maharshak	 
	 	Ziv Aviram	 	Ofer Maharshak	 


	Title:  	President and Chief Executive Officer	 		 	 



 


	By:	/s/ Pinchas Segal	 	ID:	 	 
	 	Pinchas Segal	 	 	 	 



	Title:	V.P. Finance and Human Resources	 	ADDRESS:	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


  




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SCHEDULE A


 


Employee Proprietary Information and Inventions
Agreement, dated December 27, 2006, between Mobileye Visions Technologies Ltd. and Ofer Maharshak


 




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