SECURITIES AND EXCHANGE COMMISSION FORM 6

 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2016
Commission File No. 001-36566
MOBILEYE N.V.
(Translation of registrant’s name into English)
Har Hotzvim 13 Hartom Street PO Box 45157 Jerusalem 9777513, Israel
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F
x
Form 40-F
¨
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes
¨
No
x
On May 4, 2016, Mobileye N.V. (the “Company”) issued a press release announcing that Daniel Galves has joined the Company as its new Chief
Communications Officer and Senior Vice-President.
A copy of the employment agreement entered into between the Company and Mr. Galves is attached as Exhibit 10.1 and a copy of the press release is
attached hereto as Exhibit 99.1 and each is incorporated herein by reference.
Exhibit No.
10.1
99.1
Employment agreement
Press release dated May 4, 2016
Description of Exhibit
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: May 4, 2016
MOBILEYE N.V.
By: /s/ Ofer Maharshak
Ofer Maharshak
Chief Financial Officer
Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement, dated as of April 1, 2016, is between Mobileye, Inc., a technology company incorporated in the United States, whose
address is 99 Jericho Turnpike, Suite 203, Jericho, New York 11753 (the “Company”), and Mr. Dan Galves, with the address set forth on the signature page hereto
(“Executive”).
1. Position and Responsibilities .
Executive’s employment with the Company will start on May 1, 2016 ("Start Date"), based on mutual agreement. Executive shall be employed by the
Company to render services to the Company and to its parent company, Mobileye N.V. (the "Parent"), in the position of Chief Communications Officer, and in
respect of his duties as such, shall report to the CEO of the Parent.
Executive shall perform such duties as are customary in the foregoing position, or as directed by the Company and the Parent. Executive shall abide by
the rules and practices of the Company and the Parent, as adopted or modified from time to time in the sole discretion of the Parent's Board of Directors ("Board").
2. Compensation and Benefits .
Base
Salary.
In consideration of the services to be rendered under this Agreement, the Company shall pay Executive an annual salary of $250,000 (“Base
Salary”). The Base Salary shall be paid on a bimonthly basis in accordance with the Company’s regularly established payroll practice. Executive’s Base Salary and
all other payments and entitlements under this Agreement or any applicable law shall be reduced by withholdings required by law. Executive’s Base Salary will be
reviewed from time to time in accordance with the procedures of the Company.
Options.
Subject to the approval of the Board, Executive shall be eligible to receive fifty seven thousand (57,000) options (“Options”). The Options will:
(i) be granted based on the fair market value on the date of grant; (ii) a fifth of the granted options will vest at the end of each 12 month period over a five (5) year
term from the date of grant; and (iii) be subject to the provisions of the Parent's 2014 Equity Incentive Plan.
Bonus.
Should the Executive's performance during the first 2 (two) months of employment will meet Company's expectations and targets, as shall be set
forth by the Company, the Executive will be entitled to a one-time bonus equal to $200,000 which shall be paid to the Executive in the form of Restricted Share
Units ("RSUs"). It is clarified that (i) any such grant is subject to the sole discretion of the Board; (ii) the number of RSUs to be granted shall be calculated based
on the share price on the date of grant and in accordance with the Executive performance; (iii) the Company has sole discretion to determine whether the Executive
has met his targets; (iv) any such RSUs shall be immediately vested; and (v) the RSUs shall be subject to the provisions of the Parent's 2014 Equity Incentive Plan.
Benefits.
Executive shall be eligible to participate in the benefits made generally available by the Company to similarly situated employees, in accordance
with the benefit plans established by the Company, and as may be amended from time to time in the Company’s sole discretion.
Paid
Time
Off.
Executive shall be entitled to 20 working days of paid time off ("PTO") in each calendar year, however unused PTO may not be carried
forward PTO is unredeemable. PTO includes vacation days, sick days and any time taken for personal matters. PTO is earned on a pro-rated basis equal to 1.67
days per month.
Expenses.
The Company shall reimburse Executive for reasonable travel and other business expenses incurred by Executive in the performance of
Executive’s duties hereunder in accordance with the Company’s expense reimbursement guidelines, as they may be amended in the Company’s sole discretion.
3. Limited Agreement Not To Compete .
Executive undertakes that during the term of employment with the Company and for a period of 18 months thereafter: (i) Executive shall not engage,
establish, open or in any manner whatsoever become involved, anywhere in the world, directly or indirectly, either as an employee, owner, partner, agent,
shareholder, director, consultant or otherwise, in any business, occupation, work or any other activity which is reasonably likely to involve or require the use of any
of the Company’s Major Assets, as defined below.
Executive confirms that engagement, establishment, opening or involvement, directly or indirectly, either as an employee, owner, partner, agent,
shareholder, director, consultant or otherwise, in any business, occupation, work or any other activity which competes with the business of the Company as
conducted during the term of employment or contemplated, during such term, to be conducted, is likely to require the use of all or a portion of the Company’s
Major Assets; provided, however, that Executive may own equity securities of a public company in an amount not to exceed 2% of the issued and outstanding
equity securities of such company; (ii) Executive shall not, directly or indirectly, solicit, hire or retain as an employee, consultant or otherwise, any employee of the
Company or induce or attempt to induce any such employee to terminate or reduce the scope of his employment with the Company; and (iii) Executive shall not,
directly or indirectly, solicit or induce, or attempt to solicit or induce, any consultant, service provider, agent, distributor, customer or supplier of the Company to
terminate, reduce or modify the scope of such person’s engagement with the Company.
Executive acknowledges that in light of Executive’s position with the Company and in view of Executive’s exposure to, and involvement in, the
Company’s sensitive and valuable proprietary information, property (including, intellectual property) and technologies, as well as its goodwill and business plans
(the “Company’s Major Assets”), the provisions of this Section above are reasonable and necessary to legitimately protect the Company’s Major Assets, and are
being undertaken by Executive as a condition to the employment of Executive by the Company. Executive confirms that Executive has carefully reviewed the
provisions of this Section, fully understands the consequences thereof and has assessed the respective advantages and disadvantages to Executive of entering into
this undertaking.
For purposes of this Agreement the Company is currently engaged in the business of designing and developing software and related technologies for
camera-based Advanced Driver Assistance Systems, autonomous driving and mapping.
4. Termination Obligations .
Transfer
of
Duties.
The Executive’s employment with the Company is entirely voluntary for both parties and either party may conclude the employment
at any time for any reason. This at-will employment relationship cannot be changed except in writing signed and approved by the Company. In any event of
termination, Executive may be required by the Company to provide services to the Company
(including the transfer of his duties) for a period which will not be longer than 30 days following the date of notice of termination.
Return
of
Property.
Executive agrees that all property (including without limitation all equipment, tangible proprietary information, documents, records,
notes, contracts and computer-generated materials) furnished to or created or prepared by Executive incident to Executive’s employment belongs to the Company
and shall be promptly returned to the Company upon termination of Executive’s employment.
5. Resignation and Compensation .
Following any termination of employment, Executive shall cooperate with the Company in the winding up of pending work on behalf of the Company
and the orderly transfer of work to other employees. Executive shall also cooperate with the Company in the defense of any action brought by any third party
against the Company that relates to Executive’s employment by the Company.
6. Notice .
Any notice under this Agreement must be in writing and addressed to the Company at 99 Jericho Turnpike, Suite 203, Jericho, New York 11753 and to
Executive at the address set forth on the signature page of this Agreement. Notices under this Agreement shall be effective upon (a) hand delivery, when personally
delivered; (b) written verification of receipt, when delivered by overnight courier or certified or registered mail; or (c) acknowledgment of receipt of electronic
transmission, when delivered via electronic mail or facsimile. Executive shall be obligated to notify the Company in writing of any change in Executive’s address.
Notice of change of address shall be effective only when done in accordance with this paragraph.
7. No Conflict .
Executive represents and warrants that Executive’s execution of this Agreement, Executive’s continuing employment with the Company, and the
performance of Executive’s duties under this Agreement does not and will not violate any obligations Executive may have to any other employer, person or entity,
including any obligations with respect to proprietary or confidential information of any other person or entity.
8. Governing Law . The validity, interpretation, enforceability and performance of this Agreement shall be governed by and construed in accordance with the laws of the State
of New York applicable to contracts made and performed therein.
9. Interpretation .
This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. Sections contained in this
Agreement are for reference purposes only, and shall not affect in any manner the meaning or interpretation of this Agreement. Whenever the context requires,
references to the singular shall include the plural and the plural the singular.
10. Authority .
Each party represents and warrants that such party has the right, power and authority to enter into and execute this Agreement and to perform and
discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is
enforceable in accordance with its terms.
11. Entire Agreement .
This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior
or contemporaneous representations, discussions, proposals, negotiations, conditions, communications and agreements, whether written or oral, between the parties
relating to the subject matter hereof and all past courses of dealing or industry custom.
[Signature Page Follows]
Executive acknowledges and represents that Executive has had the opportunity to consult legal counsel concerning this Agreement, that Executive has
read and understands this Agreement, that Executive is fully aware of its legal effect, and that Executive has entered into it freely based on Executive’s
own judgment and not on any representations or promises other than those contained in this Agreement.
In Witness Whereof, the parties have duly executed this Agreement as of the date first written above.
EXECUTIVE
MOBILEYE, INC.
By: /s/ Dan Galves
By:
/s/ Ziv Aviram
Name: Ziv Aviram
Title: Director
Address: 99 Jericho Turnpike, Suite 203, Jericho, New York
Exhibit 99.1
Mobileye Names New Chief Communications Officer
JERUSALEM, May 4, 2016 — (NYSE: MBLY) – Mobileye N.V., the global leader in the development of computer vision and machine learning, data analysis,
localization and mapping for Advanced Driver Assistance Systems and autonomous driving technologies (the “Company”), announced today that Daniel Galves
has joined the Company as its new Chief Communications Officer and Senior Vice-President. Mr. Galves will lead the Company’s investor relations.
Mr. Galves was most recently lead research analyst for Credit Suisse, covering the U.S. automotive sector since 2014. Prior to that, he spent seven years as a
member of Deutsche Bank’s auto research group, following a seven year career within General Motor’s finance department.
“I am delighted to welcome Dan to Mobileye,” said Ziv Aviram, the Company’s Co-founder, President and Chief Executive Officer. “I believe that Dan’s deep
auto industry knowledge and experience with the investment community will bring important value to Mobileye and our shareholders.”
About Mobileye N.V.
Mobileye N.V. is the global leader in the development of computer vision and machine learning, data analysis, localization and mapping for Advanced Driver
Assistance Systems and autonomous driving. The Company’s technology keeps passengers safer on the roads, reduces the risks of traffic accidents, saves lives and
has the potential to revolutionize the driving experience by enabling autonomous driving. The Company’s proprietary software algorithms and EyeQ® chips
perform detailed interpretations of the visual field in order to anticipate possible collisions with other vehicles, pedestrians, cyclists, animals, debris and other
obstacles. The Company’s products are also able to detect roadway markings such as lanes, road boundaries, barriers and similar items; identify and read traffic
signs, directional signs and traffic lights; create a Roadbook™ of localized drivable paths and visual landmarks using REM™; and provide mapping for
autonomous driving. The Company’s products are or will be integrated into car models from 25 global automakers. The Company’s products are also available in
the aftermarket.
Forward-Looking Statements
This press release contains certain forward-looking statements. Words such as "believes," "intends," "expects," "projects," "anticipates," and "future" or similar
expressions are intended to identify forward-looking statements. These statements are only predictions based on the Company’s current expectations and
projections about future events. You should not place undue reliance on these statements. Many factors may cause the Company’s actual results to differ materially
from any forward-looking statement, including the risk factors and other matters set forth in the Company’s filings with the U.S. Securities and Exchange
Commission, including its Annual Report on Form 20-F for the year ended December 31, 2015. The Company undertakes no obligation to update or revise any
forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law.
Company Contact:
Dan Galves
CCO / SVP [email protected]