Exhibit 10.24
AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENTS
This Amendment to Restricted Stock Unit Agreements (this “Amendment”) is effective as of October 28th, 2026 (the “Effective Date”), by and between Mobileye Global Inc., a Delaware corporation (the “Corporation”), and Moran Shemesh Rojansky (the “Employee”).
W I T N E S S E T H:
WHEREAS, the Corporation and the Employee are parties to certain Restricted Stock Unit Agreements for grants made prior to July 23, 2026, and particularly on October 31, 2023 (grant No. 00005712), July 10, 2024 (grant No. 00006371), July 10, 2025 (grant No. 00011936), and July 10, 2026 (grant No. 00013844) (each an “RSU Agreement” and, collectively, the “RSU Agreements”);
WHEREAS, the Corporation and the Employee have agreed to modify the RSU Agreements in certain respects with respect to RSUs which are unvested as of the Effective Date;
WHEREAS, the Corporation and the Employee desire to have the terms and conditions set forth in this Amendment supersede any conflicting terms and conditions set forth in the RSU Agreements; and
WHEREAS, any terms and conditions of the RSU Agreements that are not inconsistent with the terms and conditions set forth in this Amendment are understood and agreed to continue in full force and effect, without change.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment and other good and valuable consideration, the Corporation and the Employee, intending to be legally bound, hereby agree as follows:
1.Change in Control. Section 6 of each of the RSU Agreements is hereby amended by adding the following paragraph to the end thereof as set forth below:
Change in Control Double Trigger Acceleration:
Notwithstanding any terms or conditions set forth herein to the contrary, in the event that all the following events occur: (i) the first Change in Control occurring after the Effective Date (the “Applicable Change in Control”) occurs, (ii) your employment is terminated by the Corporation or any Subsidiary without Cause (and without you being rehired by the Corporation or any Subsidiary as further described in this Section 6 above) or you voluntarily resign for Good Reason, in either case within three (3) months prior to the occurrence of the Applicable Change in Control (a “Pre-CIC Termination”) or eighteen (18) months following the occurrence of the Applicable Change in Control and (iii) you sign and do not revoke a Release, and such Release becomes effective within 60 days following the date your employment terminates, then each of your RSUs or any award received in exchange
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thereof in connection with the Applicable Change in Control which is unvested as of the date of termination shall fully accelerate and become fully vested on the date of effectiveness of the Release, provided that if such 60-day period spans two calendar years, such vesting shall occur on the first day of the later of such calendar years. In the case of a Pre-CIC Termination, such acceleration shall occur after the occurrence of the Applicable Change in Control and shall be subject to you signing and non-revocation of a bring-down Release at such time.
For the avoidance of doubt, the protection provided under this Section 6 is a one-time protection that applies only in connection with the Applicable Change in Control. The 18-month period following the occurrence of an Applicable Change in Control shall commence on the date of the Applicable Change of Control and shall not restart, renew, extend or create any new protection period or otherwise give rise to any additional right or benefit under this Section 6 as a result of any subsequent Change in Control, whether or not you remain employed following the Applicable Change in Control.
Definitions:
“Change in Control” means any one or more of the following events:
(i) | any Person (or any group of Persons (as defined below) acting together which would constitute a “group” for purposes of Section 13(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”)), becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its affiliates) representing greater than fifty percent (50%) of the combined voting power of the Corporation’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (I) of paragraph (iii) below |
(ii) | the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board of Directors of the Corporation (the “Board”): individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Corporation) whose appointment or election by the Board or nomination for election by the Corporation’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended; |
(iii) | there is consummated a merger, amalgamation or consolidation of the Corporation with any other corporation or other entity, other than (I) a merger, amalgamation or consolidation (A) which results in the voting securities of the |
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Corporation outstanding immediately prior to such merger, amalgamation or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any of its subsidiaries at least fifty percent (50%) of the combined voting power of the securities of the Corporation or such surviving entity or any parent thereof outstanding immediately after such merger, amalgamation or consolidation and (B) immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the Corporation, the entity surviving such merger, amalgamation or consolidation or, if the Corporation or the entity surviving such merger, amalgamation or consolidation is then a subsidiary, the ultimate parent thereof, or (II) a merger, amalgamation or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its affiliates) representing greater than fifty percent (50%) of the combined voting power of the Corporation’s then outstanding securities; or
(iv) | there is consummated an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets, other than (A) a sale or disposition by the Corporation of all or substantially all of the Corporation’s assets to an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Corporation following the completion of such transaction in substantially the same proportions as their ownership of the Corporation immediately prior to such sale or (B) a sale or disposition of all or substantially all of the Corporation’s assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or, if such entity is a subsidiary, the ultimate parent thereof. |
“Beneficial Owner” has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act.
“Cause” means the occurrence of any of the following events: (i) you commit a material breach of the Proprietary Information and Inventions Agreement, as shall be determined in the reasonable opinion of the Board, (ii) you commit a material breach of your Employment Agreement, RSU Agreements or this Amendment and for a period of 10 consecutive days fail to cure such breach (iii) you perform any act that entitles the Corporation or any Subsidiary to legally dismiss you without paying any severance pay in connection with such dismissal or (iv) you are convicted of a crime of moral turpitude or dishonesty.
“Good Reason” means the occurrence, without your express written consent, of
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any of the following events: (i) a material reduction in your title, duties, responsibilities or authority, or a material adverse change in your reporting relationships, (ii) a material reduction of your Salary, the Benefits, or any other material compensation or benefits as in effect on the Effective Date, or (iii) a reduction in your status to below 80% of full-time employment; provided, however, that no such event shall constitute Good Reason unless (x) you provide written notice to your employer of the existence of the condition giving rise to Good Reason within 30 days of the initial occurrence of such condition, (y) the Corporation or your employer fail to cure such condition within 30 days following receipt of such notice and (z) you terminate employment within 30 days following the expiration of the cure period.
“Person” has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.
Notwithstanding the foregoing, for each RSU that constitutes deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Applicable Change in Control shall be deemed to have occurred under the Plan with respect to such RSU only if a change in the ownership or effective control of the Corporation or a change in ownership of a substantial portion of the assets of the Corporation shall also be deemed to have occurred under Section 409A of the Code.
Notwithstanding anything in this Amendment or the RSU Agreements to the contrary, if any payment or distribution to you pursuant to the RSU Agreements, this Amendment, or otherwise (the “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall either be (A) delivered in full or (B) delivered as to such lesser extent which would result in no portion of such Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in your receipt on an after-tax basis, of the largest payment, notwithstanding that all or some portion the Payment may be taxable under Section 4999 of the Code.
In addition to the aforementioned, if upon the Applicable Change in Control unvested RSUs are to be cancelled for no consideration, all unvested RSUs as of closing of the Applicable Change in Control shall be fully accelerated immediately prior to such closing.
“Release” means a release of claims document in a form satisfactory to the Corporation and the applicable employing Subsidiary, such release shall include, among other things: (a) a general waiver and release of claims against the Corporation, its Subsidiaries and their respective officers, directors and employees,
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(b) a confirmation that you have not breached, and an undertaking not to breach, any intellectual property obligations owed to the Corporation or any Subsidiary, (c) a confirmation that you have not breached, and an undertaking not to breach, any confidentiality obligations owed to the Corporation or any Subsidiary, (d) non-competition and non-solicitation undertakings of at least 12 months following end of employment, and (e) an acknowledgment that the acceleration of the RSUs constitutes additional consideration for the undertakings set forth in clauses (b) through (d) above, and that upon any material breach of such undertakings, the Corporation shall be entitled, without limiting any other remedy, to recover from you any shares issued upon settlement of the accelerated RSUs (or the net proceeds thereof, if sold or transferred) and to cancel any accelerated RSUs not yet settled.
2.Executive Transition. Section 6 of each of the RSU Agreements is hereby amended by adding the following paragraph to the end thereof (following the Change in Control paragraph added pursuant to Section 1 above) as set forth below:
Executive Transition Double Trigger Acceleration.
Notwithstanding any terms or conditions set forth herein to the contrary, in the event that all of the following occur (i) an Executive Transition occurs, (ii) your employment is terminated by the Corporation or any Subsidiary without Cause (and without you being rehired by the Corporation or any Subsidiary as further described in this Section 6 above) within 18 months following the occurrence of the Executive Transition and (iii) you sign and do not revoke the Release and such Release becomes effective within 60 days following the date your employment terminates, then each unvested RSU as of the date of termination shall fully accelerate and become fully vested on the date of effectiveness of the Release, provided that if such 60-day period spans two calendar years, such vesting shall occur on the first day of the later of such calendar years. For purposes of this Agreement, an “Executive Transition” means an event where the founder and Chief Executive Officer of the Corporation (the “CEO”) as of the Effective Date ceases to be the CEO for any reason.
3.Tax. The tax consequences of the amendments described above shall be borne solely by the Employee and the Employee agrees to bear such taxes and the Corporation or any Subsidiary (as defined in the RSU Agreements) shall be entitled to withhold all applicable taxes in connection with the RSUs, including as a result of the amendment to the terms of the existing RSUs as described above. It is clarified that the acceleration may impact the beneficial tax treatment under the trustee capital gains route. The Employee confirms that they have had the opportunity to receive legal and tax advice before executing this amendment.
4.Headings. The headings of paragraphs are inserted for convenience and shall not affect any interpretation of this Amendment.
5.Severability. The provisions of this Amendment shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.
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6.Assignment. This Amendment shall be binding upon and shall inure to the benefit of the Corporation, its successors and assigns, and the Corporation shall require such successor or assign to expressly assume and agree to perform this Amendment in the same manner and to the same extent that the Corporation 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 Corporation (including this Amendment) whether by operation of law or otherwise. Neither this Amendment 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 Amendment shall inure to the benefit of and be enforceable by the Employee’s legal personal representative.
7.Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original copy and all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
| CORPORATION | |
| | |
| MOBILEYE GLOBAL INC. | |
| | |
| By: | /s/ Amnon Shashua |
| Name: | Amnon Shashua |
| Title: | Chief Executive Officer and President |
| | |
| EMPLOYEE | |
| | |
| By: | /s/ Moran Shemesh Rojansky |
| Name: | Moran Shemesh Rojansky |
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Exhibit 10.25
AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENTS
This Amendment to Restricted Stock Unit Agreements (this “Amendment”) is effective as of October 28th, 2026 (the “Effective Date”), by and between Mobileye Global Inc., a Delaware corporation (the “Corporation”), and Shai Shalev-Shwartz (the “Employee”).
W I T N E S S E T H:
WHEREAS, the Corporation and the Employee are parties to certain Restricted Stock Unit Agreements for grants made prior to July 23, 2026, and particularly on July 10, 2024 (grant No. 00006450), July 10, 2025 (grant No. 00011940), and July 10, 2026 (grant No. 00013921) (each an “RSU Agreement” and, collectively, the “RSU Agreements”);
WHEREAS, the Corporation and the Employee have agreed to modify the RSU Agreements in certain respects with respect to RSUs which are unvested as of the Effective Date;
WHEREAS, the Corporation and the Employee desire to have the terms and conditions set forth in this Amendment supersede any conflicting terms and conditions set forth in the RSU Agreements; and
WHEREAS, any terms and conditions of the RSU Agreements that are not inconsistent with the terms and conditions set forth in this Amendment are understood and agreed to continue in full force and effect, without change.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment and other good and valuable consideration, the Corporation and the Employee, intending to be legally bound, hereby agree as follows:
1.Change in Control. Section 6 of each of the RSU Agreements is hereby amended by adding the following paragraph to the end thereof as set forth below:
Change in Control Double Trigger Acceleration:
Notwithstanding any terms or conditions set forth herein to the contrary, in the event that all the following events occur: (i) the first Change in Control occurring after the Effective Date (the “Applicable Change in Control”) occurs, (ii) your employment is terminated by the Corporation or any Subsidiary without Cause (and without you being rehired by the Corporation or any Subsidiary as further described in this Section 6 above) or you voluntarily resign for Good Reason, in either case within three (3) months prior to the occurrence of the Applicable Change in Control (a “Pre-CIC Termination”) or eighteen (18) months following the occurrence of the Applicable Change in Control and (iii) you sign and do not revoke a Release, and such Release becomes effective within 60 days following the date your employment terminates, then each of your RSUs or any award received in exchange thereof in connection with the Applicable Change in Control which is unvested as
1
of the date of termination shall fully accelerate and become fully vested on the date of effectiveness of the Release, provided that if such 60-day period spans two calendar years, such vesting shall occur on the first day of the later of such calendar years. In the case of a Pre-CIC Termination, such acceleration shall occur after the occurrence of the Applicable Change in Control and shall be subject to you signing and non-revocation of a bring-down Release at such time.
For the avoidance of doubt, the protection provided under this Section 6 is a one-time protection that applies only in connection with the Applicable Change in Control. The 18-month period following the occurrence of an Applicable Change in Control shall commence on the date of the Applicable Change of Control and shall not restart, renew, extend or create any new protection period or otherwise give rise to any additional right or benefit under this Section 6 as a result of any subsequent Change in Control, whether or not you remain employed following the Applicable Change in Control.
Definitions:
“Change in Control” means any one or more of the following events:
(i) | any Person (or any group of Persons (as defined below) acting together which would constitute a “group” for purposes of Section 13(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”)), becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its affiliates) representing greater than fifty percent (50%) of the combined voting power of the Corporation’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (I) of paragraph (iii) below |
(ii) | the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board of Directors of the Corporation (the “Board”): individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Corporation) whose appointment or election by the Board or nomination for election by the Corporation’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended; |
(iii)there is consummated a merger, amalgamation or consolidation of the Corporation with any other corporation or other entity, other than (I) a merger, amalgamation or consolidation (A) which results in the voting securities of the Corporation outstanding immediately prior to such merger, amalgamation or
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consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any of its subsidiaries at least fifty percent (50%) of the combined voting power of the securities of the Corporation or such surviving entity or any parent thereof outstanding immediately after such merger, amalgamation or consolidation and (B) immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the Corporation, the entity surviving such merger, amalgamation or consolidation or, if the Corporation or the entity surviving such merger, amalgamation or consolidation is then a subsidiary, the ultimate parent thereof, or (II) a merger, amalgamation or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its affiliates) representing greater than fifty percent (50%) of the combined voting power of the Corporation’s then outstanding securities; or
(iv)there is consummated an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets, other than (A) a sale or disposition by the Corporation of all or substantially all of the Corporation’s assets to an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Corporation following the completion of such transaction in substantially the same proportions as their ownership of the Corporation immediately prior to such sale or (B) a sale or disposition of all or substantially all of the Corporation’s assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or, if such entity is a subsidiary, the ultimate parent thereof.
“Beneficial Owner” has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act.
“Cause” means the occurrence of any of the following events: (i) you commit a material breach of the Proprietary Information and Inventions Agreement, as shall be determined in the reasonable opinion of the Board, (ii) you commit a material breach of your Employment Agreement, RSU Agreements or this Amendment and for a period of 10 consecutive days fail to cure such breach (iii) you perform any act that entitles the Corporation or any Subsidiary to legally dismiss you without paying any severance pay in connection with such dismissal or (iv) you are convicted of a crime of moral turpitude or dishonesty.
“Good Reason” means the occurrence, without your express written consent, of any of the following events: (i) a material reduction in your title, duties,
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responsibilities or authority, or a material adverse change in your reporting relationships, (ii) a material reduction of your Salary, the Benefits, or any other material compensation or benefits as in effect on the Effective Date, or (iii) a reduction in your status to below 80% of full-time employment; provided, however, that no such event shall constitute Good Reason unless (x) you provide written notice to your employer of the existence of the condition giving rise to Good Reason within 30 days of the initial occurrence of such condition, (y) the Corporation or your employer fail to cure such condition within 30 days following receipt of such notice and (z) you terminate employment within 30 days following the expiration of the cure period.
“Person” has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.
Notwithstanding the foregoing, for each RSU that constitutes deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Applicable Change in Control shall be deemed to have occurred under the Plan with respect to such RSU only if a change in the ownership or effective control of the Corporation or a change in ownership of a substantial portion of the assets of the Corporation shall also be deemed to have occurred under Section 409A of the Code.
Notwithstanding anything in this Amendment or the RSU Agreements to the contrary, if any payment or distribution to you pursuant to the RSU Agreements, this Amendment, or otherwise (the “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall either be (A) delivered in full or (B) delivered as to such lesser extent which would result in no portion of such Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in your receipt on an after-tax basis, of the largest payment, notwithstanding that all or some portion the Payment may be taxable under Section 4999 of the Code.
In addition to the aforementioned, if upon the Applicable Change in Control unvested RSUs are to be cancelled for no consideration, all unvested RSUs as of closing of the Applicable Change in Control shall be fully accelerated immediately prior to such closing.
“Release” means a release of claims document in a form satisfactory to the Corporation and the applicable employing Subsidiary, such release shall include, among other things: (a) a general waiver and release of claims against the Corporation, its Subsidiaries and their respective officers, directors and employees, (b) a confirmation that you have not breached, and an undertaking not to breach,
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any intellectual property obligations owed to the Corporation or any Subsidiary, (c) a confirmation that you have not breached, and an undertaking not to breach, any confidentiality obligations owed to the Corporation or any Subsidiary, (d) non-competition and non-solicitation undertakings of at least 12 months following end of employment, and (e) an acknowledgment that the acceleration of the RSUs constitutes additional consideration for the undertakings set forth in clauses (b) through (d) above, and that upon any material breach of such undertakings, the Corporation shall be entitled, without limiting any other remedy, to recover from you any shares issued upon settlement of the accelerated RSUs (or the net proceeds thereof, if sold or transferred) and to cancel any accelerated RSUs not yet settled.
2.Executive Transition. Section 6 of each of the RSU Agreements is hereby amended by adding the following paragraph to the end thereof (following the Change in Control paragraph added pursuant to Section 1 above) as set forth below:
Executive Transition Double Trigger Acceleration.
Notwithstanding any terms or conditions set forth herein to the contrary, in the event that all of the following occur (i) an Executive Transition occurs, (ii) your employment is terminated by the Corporation or any Subsidiary without Cause (and without you being rehired by the Corporation or any Subsidiary as further described in this Section 6 above) within 18 months following the occurrence of the Executive Transition and (iii) you sign and do not revoke the Release and such Release becomes effective within 60 days following the date your employment terminates, then each unvested RSU as of the date of termination shall fully accelerate and become fully vested on the date of effectiveness of the Release, provided that if such 60-day period spans two calendar years, such vesting shall occur on the first day of the later of such calendar years. For purposes of this Agreement, an “Executive Transition” means an event where the founder and Chief Executive Officer of the Corporation (the “CEO”) as of the Effective Date ceases to be the CEO for any reason.
3.Tax. The tax consequences of the amendments described above shall be borne solely by the Employee and the Employee agrees to bear such taxes and the Corporation or any Subsidiary (as defined in the RSU Agreements) shall be entitled to withhold all applicable taxes in connection with the RSUs, including as a result of the amendment to the terms of the existing RSUs as described above. It is clarified that the acceleration may impact the beneficial tax treatment under the trustee capital gains route. The Employee confirms that they have had the opportunity to receive legal and tax advice before executing this amendment.
4.Headings. The headings of paragraphs are inserted for convenience and shall not affect any interpretation of this Amendment.
5.Severability. The provisions of this Amendment shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.
6.Assignment. This Amendment shall be binding upon and shall inure to the benefit
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of the Corporation, its successors and assigns, and the Corporation shall require such successor or assign to expressly assume and agree to perform this Amendment in the same manner and to the same extent that the Corporation 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 Corporation (including this Amendment) whether by operation of law or otherwise. Neither this Amendment 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 Amendment shall inure to the benefit of and be enforceable by the Employee’s legal personal representative.
7.Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original copy and all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
| CORPORATION | | |
| | ||
| MOBILEYE GLOBAL INC. | ||
| | ||
| By: | /s/ Amnon Shashua | |
| Name: | Amnon Shashua | |
| Title: | Chief Executive Officer and President | |
| | | |
| EMPLOYEE | ||
| | ||
| By: | /s/ Shai Shalev-Shwartz | |
| Name: | Shai Shalev-Shwartz | |
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Exhibit 10.26
AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENTS
This Amendment to Restricted Stock Unit Agreements (this “Amendment”) is effective as of October 28th, 2026 (the “Effective Date”), by and between Mobileye Global Inc., a Delaware corporation (the “Corporation”), and Boaz Ouriel (the “Employee”).
W I T N E S S E T H:
WHEREAS, the Corporation and the Employee are parties to certain Restricted Stock Unit Agreements for grants made prior to July 23, 2026, and particularly on July 10, 2024 (grant No. 00006396), July 10, 2025 (grant No. 00011941), and July 10, 2026 (grant No. 00013872) (each an “RSU Agreement” and, collectively, the “RSU Agreements”);
WHEREAS, the Corporation and the Employee have agreed to modify the RSU Agreements in certain respects with respect to RSUs which are unvested as of the Effective Date;
WHEREAS, the Corporation and the Employee desire to have the terms and conditions set forth in this Amendment supersede any conflicting terms and conditions set forth in the RSU Agreements; and
WHEREAS, any terms and conditions of the RSU Agreements that are not inconsistent with the terms and conditions set forth in this Amendment are understood and agreed to continue in full force and effect, without change.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment and other good and valuable consideration, the Corporation and the Employee, intending to be legally bound, hereby agree as follows:
1.Change in Control. Section 6 of each of the RSU Agreements is hereby amended by adding the following paragraph to the end thereof as set forth below:
Change in Control Double Trigger Acceleration:
Notwithstanding any terms or conditions set forth herein to the contrary, in the event that all the following events occur: (i) the first Change in Control occurring after the Effective Date (the “Applicable Change in Control”) occurs, (ii) your employment is terminated by the Corporation or any Subsidiary without Cause (and without you being rehired by the Corporation or any Subsidiary as further described in this Section 6 above) or you voluntarily resign for Good Reason, in either case within three (3) months prior to the occurrence of the Applicable Change in Control (a “Pre-CIC Termination”) or eighteen (18) months following the occurrence of the Applicable Change in Control and (iii) you sign and do not revoke a Release, and such Release becomes effective within 60 days following the date your employment terminates, then each of your RSUs or any award received in exchange thereof in connection with the Applicable Change in Control which is unvested as
1
of the date of termination shall fully accelerate and become fully vested on the date of effectiveness of the Release, provided that if such 60-day period spans two calendar years, such vesting shall occur on the first day of the later of such calendar years. In the case of a Pre-CIC Termination, such acceleration shall occur after the occurrence of the Applicable Change in Control and shall be subject to you signing and non-revocation of a bring-down Release at such time.
For the avoidance of doubt, the protection provided under this Section 6 is a one-time protection that applies only in connection with the Applicable Change in Control. The 18-month period following the occurrence of an Applicable Change in Control shall commence on the date of the Applicable Change of Control and shall not restart, renew, extend or create any new protection period or otherwise give rise to any additional right or benefit under this Section 6 as a result of any subsequent Change in Control, whether or not you remain employed following the Applicable Change in Control.
Definitions:
“Change in Control” means any one or more of the following events:
(i) | any Person (or any group of Persons (as defined below) acting together which would constitute a “group” for purposes of Section 13(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”)), becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its affiliates) representing greater than fifty percent (50%) of the combined voting power of the Corporation’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (I) of paragraph (iii) below |
(ii) | the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board of Directors of the Corporation (the “Board”): individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Corporation) whose appointment or election by the Board or nomination for election by the Corporation’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended; |
(iii) | there is consummated a merger, amalgamation or consolidation of the Corporation with any other corporation or other entity, other than (I) a merger, amalgamation or consolidation (A) which results in the voting securities of the Corporation outstanding immediately prior to such merger, amalgamation or |
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consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any of its subsidiaries at least fifty percent (50%) of the combined voting power of the securities of the Corporation or such surviving entity or any parent thereof outstanding immediately after such merger, amalgamation or consolidation and (B) immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the Corporation, the entity surviving such merger, amalgamation or consolidation or, if the Corporation or the entity surviving such merger, amalgamation or consolidation is then a subsidiary, the ultimate parent thereof, or (II) a merger, amalgamation or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its affiliates) representing greater than fifty percent (50%) of the combined voting power of the Corporation’s then outstanding securities; or
(iv) | there is consummated an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets, other than (A) a sale or disposition by the Corporation of all or substantially all of the Corporation’s assets to an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Corporation following the completion of such transaction in substantially the same proportions as their ownership of the Corporation immediately prior to such sale or (B) a sale or disposition of all or substantially all of the Corporation’s assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or, if such entity is a subsidiary, the ultimate parent thereof. |
“Beneficial Owner” has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act.
“Cause” means the occurrence of any of the following events: (i) you commit a material breach of the Proprietary Information and Inventions Agreement, as shall be determined in the reasonable opinion of the Board, (ii) you commit a material breach of your Employment Agreement, RSU Agreements or this Amendment and for a period of 10 consecutive days fail to cure such breach (iii) you perform any act that entitles the Corporation or any Subsidiary to legally dismiss you without paying any severance pay in connection with such dismissal or (iv) you are convicted of a crime of moral turpitude or dishonesty.
“Good Reason” means the occurrence, without your express written consent, of any of the following events: (i) a material reduction in your title, duties,
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responsibilities or authority, or a material adverse change in your reporting relationships, (ii) a material reduction of your Salary, the Benefits, or any other material compensation or benefits as in effect on the Effective Date, or (iii) a reduction in your status to below 80% of full-time employment; provided, however, that no such event shall constitute Good Reason unless (x) you provide written notice to your employer of the existence of the condition giving rise to Good Reason within 30 days of the initial occurrence of such condition, (y) the Corporation or your employer fail to cure such condition within 30 days following receipt of such notice and (z) you terminate employment within 30 days following the expiration of the cure period.
“Person” has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.
Notwithstanding the foregoing, for each RSU that constitutes deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Applicable Change in Control shall be deemed to have occurred under the Plan with respect to such RSU only if a change in the ownership or effective control of the Corporation or a change in ownership of a substantial portion of the assets of the Corporation shall also be deemed to have occurred under Section 409A of the Code.
Notwithstanding anything in this Amendment or the RSU Agreements to the contrary, if any payment or distribution to you pursuant to the RSU Agreements, this Amendment, or otherwise (the “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall either be (A) delivered in full or (B) delivered as to such lesser extent which would result in no portion of such Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in your receipt on an after-tax basis, of the largest payment, notwithstanding that all or some portion the Payment may be taxable under Section 4999 of the Code.
In addition to the aforementioned, if upon the Applicable Change in Control unvested RSUs are to be cancelled for no consideration, all unvested RSUs as of closing of the Applicable Change in Control shall be fully accelerated immediately prior to such closing.
“Release” means a release of claims document in a form satisfactory to the Corporation and the applicable employing Subsidiary, such release shall include, among other things: (a) a general waiver and release of claims against the Corporation, its Subsidiaries and their respective officers, directors and employees, (b) a confirmation that you have not breached, and an undertaking not to breach,
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any intellectual property obligations owed to the Corporation or any Subsidiary, (c) a confirmation that you have not breached, and an undertaking not to breach, any confidentiality obligations owed to the Corporation or any Subsidiary, (d) non-competition and non-solicitation undertakings of at least 12 months following end of employment, and (e) an acknowledgment that the acceleration of the RSUs constitutes additional consideration for the undertakings set forth in clauses (b) through (d) above, and that upon any material breach of such undertakings, the Corporation shall be entitled, without limiting any other remedy, to recover from you any shares issued upon settlement of the accelerated RSUs (or the net proceeds thereof, if sold or transferred) and to cancel any accelerated RSUs not yet settled.
2.Executive Transition. Section 6 of each of the RSU Agreements is hereby amended by adding the following paragraph to the end thereof (following the Change in Control paragraph added pursuant to Section 1 above) as set forth below:
Executive Transition Double Trigger Acceleration.
Notwithstanding any terms or conditions set forth herein to the contrary, in the event that all of the following occur (i) an Executive Transition occurs, (ii) your employment is terminated by the Corporation or any Subsidiary without Cause (and without you being rehired by the Corporation or any Subsidiary as further described in this Section 6 above) within 18 months following the occurrence of the Executive Transition and (iii) you sign and do not revoke the Release and such Release becomes effective within 60 days following the date your employment terminates, then each unvested RSU as of the date of termination shall fully accelerate and become fully vested on the date of effectiveness of the Release, provided that if such 60-day period spans two calendar years, such vesting shall occur on the first day of the later of such calendar years. For purposes of this Agreement, an “Executive Transition” means an event where the founder and Chief Executive Officer of the Corporation (the “CEO”) as of the Effective Date ceases to be the CEO for any reason.
3.Tax. The tax consequences of the amendments described above shall be borne solely by the Employee and the Employee agrees to bear such taxes and the Corporation or any Subsidiary (as defined in the RSU Agreements) shall be entitled to withhold all applicable taxes in connection with the RSUs, including as a result of the amendment to the terms of the existing RSUs as described above. It is clarified that the acceleration may impact the beneficial tax treatment under the trustee capital gains route. The Employee confirms that they have had the opportunity to receive legal and tax advice before executing this amendment.
4.Headings. The headings of paragraphs are inserted for convenience and shall not affect any interpretation of this Amendment.
5.Severability. The provisions of this Amendment shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.
6.Assignment. This Amendment shall be binding upon and shall inure to the benefit
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of the Corporation, its successors and assigns, and the Corporation shall require such successor or assign to expressly assume and agree to perform this Amendment in the same manner and to the same extent that the Corporation 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 Corporation (including this Amendment) whether by operation of law or otherwise. Neither this Amendment 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 Amendment shall inure to the benefit of and be enforceable by the Employee’s legal personal representative.
7.Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original copy and all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
| CORPORATION | |
| | |
| MOBILEYE GLOBAL INC. | |
| | |
| | |
| By: | /s/ Amnon Shashua |
| Name: | Amnon Shashua |
| Title: | Chief Executive Officer and President |
| | |
| EMPLOYEE | |
| | |
| By: | /s/ Boaz Ouriel |
| Name: | Boaz Ouriel |
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Exhibit 10.27
MOBILEYE VlSION TECHNOLOGIES LTD.
EMPLOYMENT AGREEMENT
This Employment Agreement is effective as of 12/02/2017 (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 Yaacov (Kobi) Ohayon (I.D. Number [*****]) an individual whose address at [*****] (the “Employee”).
W I T N E S S E T H:
WHEREAS, the Company desires to employ the Employee as its VP Operations, 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:
l. | 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. |
l. 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. |
l. I. 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. |
I .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.
I .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 12/02/2017 (hereinafter “Date of Commencement of Employment”) serve as VP Operations and shall report to Mr. Ziv Aviram. 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 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. | 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 7 1/2% of the Employee’s “Insurant 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 Insurant 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 “Insurant 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.l.l. A sum, equal to 6.5% of the sum of the Insurant 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 6% of the Insurant 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 Insurant 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 “Insurant 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 |
(vi) | During the Trial Period. |
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 retum 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.
| Mobileye Vision Technologies Ltd. | |
| | |
| By: | /s/ Pini Segal |
| | Pini Segal, |
| | VP Finance & HR |
| | |
| By: | /s/ Ofer Maharshak |
| | Ofer Maharshak, |
| | Senior VP, CFO |
| | |
| By: | /s/ Kobi Ohayon |
| | Kobi Ohayon |
| | the (“Employee”) |
Exhibit 10.28
AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENTS
This Amendment to Restricted Stock Unit Agreements (this “Amendment”) is effective as of October 28th, 2026 (the “Effective Date”), by and between Mobileye Global Inc., a Delaware corporation (the “Corporation”), and Yaacov Ohayon (the “Employee”).
W I T N E S S E T H:
WHEREAS, the Corporation and the Employee are parties to certain Restricted Stock Unit Agreements for grants made prior to July 23, 2026, and particularly on July 10, 2024 (grant No. 00006374), July 10, 2025 (grant No. 00011927), and July 10, 2026 (grant No. 00013848) (each an “RSU Agreement” and, collectively, the “RSU Agreements”);
WHEREAS, the Corporation and the Employee are also parties to a Restricted Stock Unit Agreement for grant made on September 10, 2026 (grant No. 00017115) (the “Additional Grant Agreement”. For avoidance of doubt, the Additional Grant Agreement is not part of the RSU Agreements defined above);
WHEREAS, the Corporation and the Employee have agreed to modify the RSU Agreements and the Additional Grant Agreement in certain respects with respect to RSUs which are unvested as of the Effective Date;
WHEREAS, the Corporation and the Employee desire to have the terms and conditions set forth in this Amendment supersede any conflicting terms and conditions set forth in the RSU Agreements; and
WHEREAS, any terms and conditions of the RSU Agreements that are not inconsistent with the terms and conditions set forth in this Amendment are understood and agreed to continue in full force and effect, without change.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment and other good and valuable consideration, the Corporation and the Employee, intending to be legally bound, hereby agree as follows:
1.Change in Control. Section 6 of each of the RSU Agreements and the Additional Grant Agreement are hereby amended by adding the following paragraph to the end thereof as set forth below:
Change in Control Double Trigger Acceleration:
Notwithstanding any terms or conditions set forth herein to the contrary, in the event that all the following events occur: (i) the first Change in Control occurring after the Effective Date (the “Applicable Change in Control”) occurs, (ii) your employment is terminated by the Corporation or any Subsidiary without Cause (and without you being rehired by the Corporation or any Subsidiary as further described
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in this Section 6 above) or you voluntarily resign for Good Reason, in either case within three (3) months prior to the occurrence of the Applicable Change in Control (a “Pre-CIC Termination”) or eighteen (18) months following the occurrence of the Applicable Change in Control and (iii) you sign and do not revoke a Release, and such Release becomes effective within 60 days following the date your employment terminates, then each of your RSUs or any award received in exchange thereof in connection with the Applicable Change in Control which is unvested as of the date of termination shall fully accelerate and become fully vested on the date of effectiveness of the Release, provided that if such 60-day period spans two calendar years, such vesting shall occur on the first day of the later of such calendar years. In the case of a Pre-CIC Termination, such acceleration shall occur after the occurrence of the Applicable Change in Control and shall be subject to you signing and non-revocation of a bring-down Release at such time.
For the avoidance of doubt, the protection provided under this Section 6 is a one-time protection that applies only in connection with the Applicable Change in Control. The 18-month period following the occurrence of an Applicable Change in Control shall commence on the date of the Applicable Change of Control and shall not restart, renew, extend or create any new protection period or otherwise give rise to any additional right or benefit under this Section 6 as a result of any subsequent Change in Control, whether or not you remain employed following the Applicable Change in Control.
Definitions:
“Change in Control” means any one or more of the following events:
(i) | any Person (or any group of Persons (as defined below) acting together which would constitute a “group” for purposes of Section 13(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”)), becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its affiliates) representing greater than fifty percent (50%) of the combined voting power of the Corporation’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (I) of paragraph (iii) below |
(ii) | the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board of Directors of the Corporation (the “Board”): individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Corporation) whose appointment or election by the Board or nomination for election by the Corporation’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either |
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were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended;
(iii) | there is consummated a merger, amalgamation or consolidation of the Corporation with any other corporation or other entity, other than (I) a merger, amalgamation or consolidation (A) which results in the voting securities of the Corporation outstanding immediately prior to such merger, amalgamation or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any of its subsidiaries at least fifty percent (50%) of the combined voting power of the securities of the Corporation or such surviving entity or any parent thereof outstanding immediately after such merger, amalgamation or consolidation and (B) immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the Corporation, the entity surviving such merger, amalgamation or consolidation or, if the Corporation or the entity surviving such merger, amalgamation or consolidation is then a subsidiary, the ultimate parent thereof, or (II) a merger, amalgamation or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its affiliates) representing greater than fifty percent (50%) of the combined voting power of the Corporation’s then outstanding securities; or |
(iv) | there is consummated an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets, other than (A) a sale or disposition by the Corporation of all or substantially all of the Corporation’s assets to an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Corporation following the completion of such transaction in substantially the same proportions as their ownership of the Corporation immediately prior to such sale or (B) a sale or disposition of all or substantially all of the Corporation’s assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or, if such entity is a subsidiary, the ultimate parent thereof. |
“Beneficial Owner” has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act.
“Cause” means the occurrence of any of the following events: (i) you commit a material breach of the Proprietary Information and Inventions Agreement, as shall be determined in the reasonable opinion of the Board, (ii) you commit a material breach of your Employment Agreement, RSU Agreements or this Amendment and
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for a period of 10 consecutive days fail to cure such breach (iii) you perform any act that entitles the Corporation or any Subsidiary to legally dismiss you without paying any severance pay in connection with such dismissal or (iv) you are convicted of a crime of moral turpitude or dishonesty.
“Good Reason” means the occurrence, without your express written consent, of any of the following events: (i) a material reduction in your title, duties, responsibilities or authority, or a material adverse change in your reporting relationships, (ii) a material reduction of your Salary, the Benefits, or any other material compensation or benefits as in effect on the Effective Date, or (iii) a reduction in your status to below 80% of full-time employment; provided, however, that no such event shall constitute Good Reason unless (x) you provide written notice to your employer of the existence of the condition giving rise to Good Reason within 30 days of the initial occurrence of such condition, (y) the Corporation or your employer fail to cure such condition within 30 days following receipt of such notice and (z) you terminate employment within 30 days following the expiration of the cure period.
“Person” has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.
Notwithstanding the foregoing, for each RSU that constitutes deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Applicable Change in Control shall be deemed to have occurred under the Plan with respect to such RSU only if a change in the ownership or effective control of the Corporation or a change in ownership of a substantial portion of the assets of the Corporation shall also be deemed to have occurred under Section 409A of the Code.
Notwithstanding anything in this Amendment or the RSU Agreements and the Additional Grant Agreement to the contrary, if any payment or distribution to you pursuant to the RSU Agreements, this Amendment, or otherwise (the “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall either be (A) delivered in full or (B) delivered as to such lesser extent which would result in no portion of such Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in your receipt on an after-tax basis, of the largest payment, notwithstanding that all or some portion the Payment may be taxable under Section 4999 of the Code.
In addition to the aforementioned, if upon the Applicable Change in Control unvested RSUs are to be cancelled for no consideration, all unvested RSUs as of closing of the Applicable Change in Control shall be fully accelerated immediately
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prior to such closing.
“Release” means a release of claims document in a form satisfactory to the Corporation and the applicable employing Subsidiary, such release shall include, among other things: (a) a general waiver and release of claims against the Corporation, its Subsidiaries and their respective officers, directors and employees, (b) a confirmation that you have not breached, and an undertaking not to breach, any intellectual property obligations owed to the Corporation or any Subsidiary, (c) a confirmation that you have not breached, and an undertaking not to breach, any confidentiality obligations owed to the Corporation or any Subsidiary, (d) non-competition and non-solicitation undertakings of at least 12 months following end of employment, and (e) an acknowledgment that the acceleration of the RSUs constitutes additional consideration for the undertakings set forth in clauses (b) through (d) above, and that upon any material breach of such undertakings, the Corporation shall be entitled, without limiting any other remedy, to recover from you any shares issued upon settlement of the accelerated RSUs (or the net proceeds thereof, if sold or transferred) and to cancel any accelerated RSUs not yet settled.
2.Executive Transition. Section 6 of each of the RSU Agreements but NOT of the Additional Grant Agreement is hereby amended by adding the following paragraph to the end thereof (following the Change in Control paragraph added pursuant to Section 1 above) as set forth below:
Executive Transition Double Trigger Acceleration.
Notwithstanding any terms or conditions set forth herein to the contrary, in the event that all of the following occur (i) an Executive Transition occurs, (ii) your employment is terminated by the Corporation or any Subsidiary without Cause (and without you being rehired by the Corporation or any Subsidiary as further described in this Section 6 above) within 18 months following the occurrence of the Executive Transition and (iii) you sign and do not revoke the Release and such Release becomes effective within 60 days following the date your employment terminates, then each unvested RSU as of the date of termination shall fully accelerate and become fully vested on the date of effectiveness of the Release, provided that if such 60-day period spans two calendar years, such vesting shall occur on the first day of the later of such calendar years. For purposes of this Agreement, an “Executive Transition” means an event where the founder and Chief Executive Officer of the Corporation (the “CEO”) as of the Effective Date ceases to be the CEO for any reason.
3.Tax. The tax consequences of the amendments described above shall be borne solely by the Employee and the Employee agrees to bear such taxes and the Corporation or any Subsidiary (as defined in the RSU Agreements) shall be entitled to withhold all applicable taxes in connection with the RSUs, including as a result of the amendment to the terms of the existing RSUs as described above. It is clarified that the acceleration may impact the beneficial tax treatment under the trustee capital gains route. The Employee confirms that they have had the opportunity to receive legal and tax advice before executing this amendment.
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4.Headings. The headings of paragraphs are inserted for convenience and shall not affect any interpretation of this Amendment.
5.Severability. The provisions of this Amendment shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.
6.Assignment. This Amendment shall be binding upon and shall inure to the benefit of the Corporation, its successors and assigns, and the Corporation shall require such successor or assign to expressly assume and agree to perform this Amendment in the same manner and to the same extent that the Corporation 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 Corporation (including this Amendment) whether by operation of law or otherwise. Neither this Amendment 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 Amendment shall inure to the benefit of and be enforceable by the Employee’s legal personal representative.
7.Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original copy and all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
| CORPORATION | |
| | |
| MOBILEYE GLOBAL INC. | |
| | |
| | |
| By: | /s/ Amnon Shashua |
| Name: | Amnon Shashua |
| Title: | Chief Executive Officer and President |
| | |
| EMPLOYEE | |
| | |
| By: | /s/ Yaacov Ohayon |
| Name: | Yaacov Ohayon |
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Exhibit 31.1
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
I, Professor Amnon Shashua, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Mobileye Global Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: October 29, 2026
| | By: | /s/ Professor Amnon Shashua |
| | | Professor Amnon Shashua |
| | | Chief Executive Officer, President, and Director |
| | | (Principal Executive Officer) |
Exhibit 31.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
I, Moran Shemesh Rojansky, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Mobileye Global Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: October 29, 2026
| | By: | /s/ Moran Shemesh Rojansky |
| | | Moran Shemesh Rojansky |
| | | Chief Financial Officer |
| | | (Principal Financial and Accounting Officer) |
Exhibit 32.1
Certificate of the Chief Executive Officer of Mobileye Global Inc. pursuant to 18 U.S.C. § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
In connection with the Quarterly Report on Form 10-Q of Mobileye Global Inc. for the period ending September 26, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Professor Amnon Shashua, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of Mobileye Global Inc. |
Date: October 29, 2026
| | By: | /s/ Professor Amnon Shashua |
| | | Professor Amnon Shashua |
| | | Chief Executive Officer, President, and Director |
| | | (Principal Executive Officer) |
Exhibit 32.2
Certificate of the Chief Financial Officer of Mobileye Global Inc. pursuant to 18 U.S.C. § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
In connection with the Quarterly Report on Form 10-Q of Mobileye Global Inc. for the period ending September 26, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Moran Shemesh Rojansky, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of Mobileye Global Inc. |
Date: October 29, 2026
| | By: | /s/ Moran Shemesh Rojansky |
| | | Moran Shemesh Rojansky |
| | | Chief Financial Officer |
| | | (Principal Financial and Accounting Officer) |