As filed with the Securities and Exchange Commission on February 3, 2015.
 
Registration No. 333-_______

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 
MOBILEYE N.V.
(Exact Name of Registrant as Specified in its Charter)

 
The Netherlands	 	Not Applicable	
(State or other jurisdiction of
incorporation or
organization)	 	(I.R.S. Employer Identification
No.)	

 
Har Hotzvim
13 Hartom Street
P.O. Box 45157
Jerusalem 9777513, Israel
+972 2 541 7333
(Address of principal executive offices)

 
2014 Equity Incentive Plan
(Full title of the Plan)

 
Mobileye, Inc.
99 Jericho Turnpike
Jericho, NY 11753
877-867-4900
(Name, Address, including zip code, and telephone number, including area code, of agent for service)

 
Copies of all correspondence to:
Ofer Maharshak
Chief Financial Officer
Liz Cohen-Yerushalmi
General Counsel
Mobileye N.V.
Har Hotzvim, 13 Hartom
Street
P.O. Box 45157
Jerusalem 9777513, Israel
+972 2 541 7333	James R. Tanenbaum, Esq.
Nilene R. Evans, Esq.
Morrison & Foerster LLP
1290 Avenue of the Americas
New York, New York 10104
Tel: (212) 468-8000	

 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “large accelerated filer” and “accelerated filer” in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer	¨	 	Accelerated filer	¨	
Non-accelerated filer	x	 	Smaller reporting company	¨	
(Do not check if a smaller reporting company)

 
CALCULATION OF REGISTRATION FEE
Title of each class
of securities to be
registered	 	Amount to be
registered(1)	 	 	Proposed
maximum
offering price per 
security	 	 	Proposed
maximum
aggregate offering
price	 	 	Amount of
registration fee	 	
Ordinary Shares, nominal value €0.01 per share	 	 	11,836,404	 	 	$	38.775	(2)	 	$	458,956,565	 	 	$	53,330	(3)	
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers such indeterminate number of ordinary shares as may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions pursuant to the terms of the 2014 Equity Incentive Plan (the “2014 Plan”).
(2) Estimated pursuant to Rule 457(c) and 457(h) solely for purposes of calculating the aggregate offering price and the amount of the registration fee based upon the average of the high and low prices reported of the Registrant’s ordinary shares on The New York Stock Exchange on February 2, 2015, a date within five business days of the filing date.
(3) Pursuant to Rule 457(p), $52,470.78 of this fee was previously paid in connection with Registration Statement on Form S-8 (SEC File No. 333-201435) filed on January 9, 2015.

 

 	

 	 	
 
PART I
 
The information specified in Items 1 and 2 of Part I of the Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the 2014 Plan covered by this Registration Statement on Form S-8 (the “Registration Statement”) as required by Rule 428(b)(1).
 
EXPLANATORY NOTE
 
This Registration Statement is being filed to register 11,836,404 ordinary shares of Mobileye N.V. (the “Company”) issuable pursuant to equity awards under the 2014 Plan.
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3. Incorporation of Documents by Reference.
 
The following documents filed with the Securities and Exchange Commission (the “Commission”) by the Company pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in this Registration Statement:
 
	(a)	The prospectus dated July 31, 2014 filed pursuant to Rule 424(b) under the Securities Act, which contains the Company’s audited financial statements for the year ended December 31, 2013; and	
 
	(b)	the description of the Company’s ordinary shares contained in the Company’s registration statement on Form 8-A filed with the Commission on July 24, 2014, including any amendment or report filed for the purpose of updating such description.	
 
All documents that the Company subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.
 
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
 
Item 4. Description of Securities
 
Not applicable.
 
Item 5. Interests of Named Experts and Counsel
 
Not applicable.
 
Item 6. Indemnification of Directors and Officers
 
Our articles of association provide for indemnification by us of all present and former directors, officers, employees and agents, as well as any person acting at our request as a director, officer, employee or trustee of another entity, against liabilities, costs and expenses incurred by them in connection with the performance of their duties as directors, officers, employees or trustees of the Company or such other entities, provided they acted in good faith and in a manner that they reasonably believed to be in or not opposed to our best interests and, in respect of indemnification for liabilities arising from a criminal procedure, had no grounds for believing that their conduct was unlawful. There is no entitlement to indemnification to the extent that a court of competent jurisdiction determines, in a final, non-appealable judgment, that any person seeking indemnification has been guilty of willful misconduct or gross negligence in respect of the matter for which such person is seeking indemnification, unless the court determines that indemnification is nevertheless proper in the circumstances. Indemnification is not available under Dutch law with respect to liability arising under certain mandatory provisions of Dutch law.

 	

 	 	

Persons entitled to indemnification may receive payment in advance of legal and other expenses incurred by them in defending actions in respect of which they may be entitled to indemnification, subject to their providing us with an undertaking to refund any amount in respect of which a court of competent jurisdiction by a final, non-appealable judgment determines that the relevant director or officer is not entitled to indemnification.
 
In addition to these indemnification provisions in our articles of association, we have entered into agreements to indemnify members of our board of directors and our executive officers against expenses and liabilities to the fullest extent permitted by law. These agreements also provide, subject to certain exceptions, for indemnification for related expenses including, among others, attorneys’ fees, judgments, penalties, fines and settlement amounts incurred by any of these individuals in any action or proceeding. In addition to such indemnification, we maintain directors’ and officers’ liability insurance.
 
Our articles of association provide that directors are not personally liable to us for breaches of their duties as directors, other than for (i) violation of the duty of loyalty owed to us or our shareholders, (ii) transactions from which the director derives an improper personal benefit, (iii) willful misconduct or deliberate violation of law or (iv) liability arising under mandatory provisions of Dutch law.
 
Insofar as indemnification of liabilities arising under the Securities Act may be permitted to members of our board of directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
 
In addition, the Company maintains standard policies of insurance under which coverage is provided to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, and to the Company with respect to payments which may be made by it to such directors and officers pursuant to the above indemnification provisions or otherwise as a matter of law. The Company also makes available standard life insurance and accidental death and disability insurance policies to its employees.
 
Item 7. Exemption from Registration Claimed
 
Not applicable.
 
Item 8. Exhibits
 
Exhibit
Number	 	Exhibit Description	 	Method of Filing	
 	 	 	 	 	
3.1	 	Amended and Restated Articles of Association  	 	Incorporated by reference to Exhibit 99.2 to the Registrant’s Report on Form 6-K furnished to the SEC on December 13, 2014.	
 	 	    	 	 	
3.2	 	Rules and Regulations ( reglement ) of the board of directors  	 	Incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form F-1 (SEC File No. 333-201694).	
 	 	 	 	 	
4.1	 	The 2014 Equity Incentive Plan	 	Filed herewith	
 	 	 	 	 	
5.1	 	Opinion of Van Campen & Partners N.V.  	 	Filed herewith.	
 	 	    	 	 	
23.1	 	Consent of Van Campen & Partners N.V. (included in Exhibit 5.1)  	 	Filed herewith.	

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23.2	 	Consent of Kesselman & Kesselman, independent registered public accounting firm.  	 	Filed herewith.	
 	 	    	 	 	
24.1	 	Powers of Attorney (included on signature page)  	 	Filed herewith.	
 
Item 9. Undertakings.
 
The undersigned registrant hereby undertakes:
 
(1)     to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;
 
(i)      to include any prospectus required by Section 10(a)(3) of the Securities Act;
 
(ii)     to reflect in the prospectus any facts or events arising after the effective date of the Registration statement (or most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the change in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
 
(iii)    to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
 
provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement;
 
(2)     that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3)     to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Jerusalem, Israel on February 3, 2015.
 
 	MOBILEYE N.V.	
 	 	
 	By:	 /s/ Ziv Aviram	
 	 	 Ziv Aviram	
 	 	 Chief Executive Officer	
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Ziv Aviram and Ofer Maharshak and each of them, individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, in connection with this registration statement, including to sign in the name and on behalf of the undersigned, this registration statement and any and all amendments thereto, under the U.S. Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated:
 
Name	 	Title	 	Date	
 	 	 	 	 	
/s/Ziv Aviram	 	Chief Executive Officer	 	February 3, 2015	
Ziv Aviram	 	(principal executive officer)	 	 	
 	 	 	 	 	
/s/Ofer Maharshak	 	Chief Financial Officer	 	February 3, 2015	
Ofer Maharshak	 	(principal financial officer and	 	 	
	 	principal accounting officer)	 	 	
 	 	 	 	 	
/s/Amnon Shashua	 	Chairman and Director	 	February 3, 2015	
Prof. Amnon Shashua	 	 	 	 	
 	 	 	 	 	
/s/Eli Barkat	 	Director	 	February 3, 2015	
Eli Barkat	 	 	 	 	
 	 	 	 	 	
/s/Eyal Desheh	 	Director	 	February 3, 2015	
Eyal Desheh	 	 	 	 	
 	 	 	 	 	
/s/Peter Seth Neustadter	 	Director	 	February 3, 2015	
Peter Seth Neustadter	 	 	 	 	

S-  1 	

 	 	
 
Name	 	Title	 	Date	
 	 	 	 	 	
/s/Tomaso A. Poggio	 	Director	 	February 3, 2015	
Tomaso A. Poggio	 	 	 	 	
 	 	 	 	 	
/s/Judith Richter	 	Director	 	February 3, 2015	
Judith Richter	 	 	 	 	
 
Authorized U.S. Representative:
 
Mobileye, Inc.	
 	
By:	/s/ Ziv Aviram	
 	Ziv Aviram	
 	Chief Executive Officer	
 
Date:       February 3, 2015

S-  2 	

 
Exhibit 4.1
 
Mobileye N.V.
 
2014 Equity Incentive Plan
 
	1.	Purposes of the Plan .   The purposes of this Plan are:	
 
	·	to attract and retain the best available personnel for positions of substantial responsibility;	
 
	·	to provide incentive to Employees, Directors and Consultants, and	
 
	·	to promote the success of the Company’s business.	
 
The Plan permits the grant of Share Options, Restricted Shares and Restricted Share Units.
 
	2.	Definitions .   As used herein, the following definitions will apply:	
 
(a) “ Administrator ” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.
 
(b) “ Affiliate ” means any company or any other entity (including, but not limited to, partnerships and joint ventures) controlling, controlled by, or under common control with the Company.
 
(c) “ Applicable Laws ” means the requirements relating to the administration of equity-based awards under corporate and securities laws of the Netherlands and the United States, any stock exchange or quotation system on which the Ordinary Shares are listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.  
 
(d) “ Award ” means, individually or collectively, a grant under the Plan of Options, Restricted Shares or Restricted Share Units.
 
(e) “ Award Agreement ” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.
 
(f) “ Board ” means the Board of Directors of the Company.
 
(g) “ Cause” means, unless otherwise defined by the Participant’s Award Agreement or contract of employment or service, any of the following: (i) the Participant’s theft, dishonesty, or falsification of any Participating Company documents or records; (ii) the Participant’s improper use or disclosure of a Participating Company’s confidential or proprietary information; (iii) any action by the Participant which has a detrimental effect on a Participating Company’s reputation or business; (iv) the Participant’s failure or inability to perform any reasonable assigned duties after written notice from a Participating Company of, and a reasonable opportunity to cure, such failure or inability; (v) any material breach by the Participant of any employment or service agreement between the Participant and a Participating Company, which breach is not cured pursuant to the terms of such agreement; (vi) any breach by the Participant of his or her non-compete, non-solicitation and confidentiality obligations under any agreement signed between the Participant and the Company, either during the term of such agreement or following its termination; or (vii) the Participant’s conviction (including any plea of guilty or nolo contendere) of any criminal act which impairs the Participant’s ability to perform his or her duties with a Participating Company.

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(h) “ Change in Control ” means the occurrence of any of the following events:
 
(i) A change in the ownership of the Company, which occurs on the date that any one person, or more than one person acting as a group (“ Person ”), acquires ownership of the share capital of the Company that, together with the share capital held by such Person, constitutes more than fifty percent (50%) of the total voting power of the share capital of the Company; provided, however, that for purposes of this clause (i), (1) the acquisition of beneficial ownership of additional share capital by any one Person who is considered to beneficially own more than fifty percent (50%) of the total voting power of the share capital of the Company will not be considered a Change in Control; and (2) if the shareholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting share capital immediately prior to the change in ownership, direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting power of the share capital of the Company, such event shall not be considered a Change in Control under this clause (i). For this purpose, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more companies or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary companies or other business entities; or
 
(ii) A change in the effective control of the Company, which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or
 
(iii) A change in the ownership of a substantial portion of the Company’s assets, which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), a transfer to an entity that is controlled, directly or indirectly, by the Company’s shareholders immediately after the transfer will not constitute a change in the ownership of a substantial portion of the Company’s assets; for purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets;
 
(i) “ Committee ” means a committee of Directors appointed by the Board, in accordance with Section 4 hereof.
 
(j) “ Company ” means Mobileye N.V., a Dutch company, or any successor thereto.
 
(k) “ Consultant ” means an advisor, engaged by the Company or an Affiliate to render services to such entity.
 
(l) “ Director ” means a member of the Board.
 
(m) “ Disability ” means total and permanent disability as determined by the Administrator.
 
(n) “ Dividend Equivalent” means a credit, made at the discretion of the Administrator or as otherwise provided by the Plan, to the account of a Participant in an amount equal to the cash dividends paid on one Share for each Share represented by an Award held by such Participant.

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(o) “ Employee ” means any person, including officers and Directors, employed by the Company or any Affiliate of the Company. The Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee and the effective date of such individual’s employment or termination of employment, as the case may be. For purposes of an individual’s rights, if any, under the Plan as of the time of the Company’s determination, all such determinations by the Company shall be final, binding and conclusive, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination.
 
(p) “ Exchange Program ” means a program under which (i) outstanding awards are surrendered or cancelled in exchange for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type, and/or cash, and/or (ii) the exercise price of an outstanding Award is reduced. The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion.
 
(q) “ Fair Market Value ” means, as of any date, the value of Ordinary Shares determined as follows:
 
(i) If the Ordinary Shares are listed on any established stock exchange or a national market system, including without limitation the New York Stock Exchange, NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market of The NASDAQ Stock Market, its Fair Market Value will be the closing sales price for the Ordinary Shares (or the mean of the closing bid and asked prices for the Ordinary Shares, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported by such source as the Administrator deems reliable. If the relevant date does not fall on a day on which the Ordinary Shares have traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Ordinary Shares were so traded prior to the relevant date, or such other appropriate day as shall be determined by the Administrator, in its discretion;
 
(ii) If the Ordinary Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Ordinary Shares on the day of determination (or, if no bids and asks were reported on that date, as applicable, on the last trading date such bids and asks were reported), as reported by such source as the Administrator deems reliable; or
 
(iii) In the absence of an established market for the Ordinary Shares, the Fair Market Value will be determined in good faith by the Administrator.
 
(r) “ Option ” means an option granted pursuant to the Plan.
 
(s) “ Ordinary Shares ” means the ordinary shares, nominal value € 0.01 per share, of the Company.
 
(t) “ Participant ” means the holder of an outstanding Award.
 
(u) “ Participating Company ” means the Company or any Affiliate.
 
(v) “ Plan” means this Mobileye N.V. 2014 Equity Incentive Plan.
 
(w) “ Restricted Shares ” means Shares issued pursuant to a Restricted Shares award under Section 7 of the Plan, or issued pursuant to the early exercise of an Option.
 
(x) “ Restricted Share Unit ” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 8.

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(y) “ Service Provider ” means an Employee, Director or Consultant. The Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be a Service Provider and the effective date of such individual’s status as, or cessation of status as, a Service Provider. For purposes of an individual’s rights, if any, under the Plan as of the time of the Company’s determination, all such determinations by the Company shall be final, binding and conclusive, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination.
 
(z) “ Share ” means an Ordinary Share, as adjusted in accordance with Section 11 of the Plan.
 
(aa) “ Subplan ” means additional incentive compensation plans as may be established by the Board within the parameters and in accordance with the overall terms and provisions of the Plan as may be needed to facilitate local administration of the Plan in any jurisdiction in which the Company or an Affiliate operates and to conform the Plan to the legal requirements of any such jurisdiction or to allow for favorable tax treatment under any applicable provision of tax law, including, without limitation, Appendix A – Israel attached hereto, and other appendices that may be attached to this Plan.
 
(bb) “ Tax Obligations ” means tax and social insurance liability obligations and requirements in connection with the Awards, including, without limitation, (i) all federal, state, and local taxes that are required to be withheld by the Company or the employing Affiliate, (ii) the Participant’s and, to the extent required by the Company (or Affiliate), the Company’s (or Affiliate’s) fringe benefit tax liability, if any, associated with the grant, vesting, or exercise of an Award or sale of Shares, and (iii) any other Company (or Affiliate) taxes the responsibility for which the Participant has, or has agreed to bear, with respect to such Award (or exercise thereof or issuance of Shares thereunder).
 
	3.	Ordinary Shares Subject to the Plan.	
 
(a) Ordinary Shares Subject to the Plan .   Subject to the provisions of Section 11 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is 11,702,969 Shares. The Shares may be authorized, but unissued, or reacquired Ordinary Shares. Any Shares subject to an Award shall be counted against the numerical limits of this Section 3 as one (1) Share for every one (1) Share subject thereto. The Shares may be authorized, but unissued, or reacquired Ordinary Shares.
 
(b) Lapsed Awards .   If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Shares or Restricted Share Units, is forfeited to or repurchased by the Company due to failure to vest, the unpurchased Shares (or for Awards other than Options the forfeited or repurchased Shares), which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated).
 
(c) Share Reserve .   The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.
 
	4.	Administration of the Plan.	
 
(a) Procedure .
 
(i) Administration .   The Plan will be administered by (A) the Board or (B) a Committee, which committee will be constituted to satisfy Applicable Laws. The Administrator may, in its discretion and to the extent permitted by Applicable Laws, delegate to a Committee

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the authority to grant one or more Awards, without further approval of the Administrator, on such terms and conditions as the Administrator, in its discretion, deems appropriate. To the extent of any delegation by the Administrator, references to the Administrator in the Plan and any Award Agreement shall be deemed also to include reference to the applicable delegate(s).
 
(ii) Delegation of Authority for Day-to-Day Administration; Authority of Executive Directors .   Except to the extent prohibited by Applicable Laws, the Administrator may delegate to one or more individuals the day-to-day administration of the Plan and any of the functions assigned to it in this Plan. Such delegation may be revoked at any time. Any executive director of the Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein.
 
(b) Powers of the Administrator .   Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:
 
(i) to determine the Fair Market Value;
 
(ii) to select the Service Providers to whom Awards may be granted hereunder;
 
(iii) to determine the number of Shares to be covered by each Award granted hereunder;
 
(iv) to approve forms of Award Agreements for use under the Plan;
 
(v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the method of payment for Shares purchased under any Award, the method for satisfaction of any tax withholding obligation arising in connection with an Award, the vesting terms and time or times when Awards may be exercised (which may include the achievement of specific performance objectives (Company-wide, departmental, divisional, business unit, or individual goals (including, but not limited to, continued employment or service)), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine (including, without limitation, performance-based factors);
 
(vi) to determine the terms and conditions of any Exchange Program and to institute an Exchange Program;
 
(vii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;
 
(viii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws and/or for qualifying for favorable tax treatment under applicable foreign laws;
 
(ix) to modify or amend each Award, including but not limited to the discretionary authority to extend the post-termination exercisability period of Awards and to extend the maximum term of an Option;
 
(x) to allow Participants to satisfy withholding tax obligations in such manner as prescribed in Section 12 of the Plan;

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(xi) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator pursuant to such procedures as the Administrator may determine;
 
(xii) to allow a Participant, in compliance with all Applicable Laws, to defer the receipt of the payment of cash or the issuance of Shares that would otherwise be due to such Participant under an Award;
 
(xiii) to determine (consistent with provisions of Applicable Laws) whether Awards will be settled in Shares, cash or in any combination thereof;
 
(xiv) to impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including without limitation, (A) restrictions under an insider trading policy, and (B) restrictions as to the use of a specified brokerage firm for such resales or other transfers;
 
(xv) to require that the Participant’s rights, payments and benefits with respect to an Award (including amounts received upon the settlement or exercise of an Award) shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award, as may be specified in an Award Agreement at the time of the Award, or later if (A) Applicable Laws require the Company to adopt a policy requiring such reduction, cancellation, forfeiture or recoupment, or (B) pursuant to an amendment of an outstanding Award; and
 
(xvi) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award deemed necessary or advisable for administering the Plan.
 
(c) Effect of Administrator’s Decision .   The Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and any other holders of Awards and shall be given the maximum deference permitted by law.
 
5.     Eligibility .   Share Options, Restricted Shares and Restricted Share Units may be granted to Service Providers.
 
	6.	Share Options.	
 
(a) Grant of Option .   Subject to the terms and conditions of the Plan, Options may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion. Subject to the terms and conditions of the Plan, the Administrator will have complete discretion to determine the number of Shares granted to any Service Provider. Each Option shall be evidenced by an Award Agreement (which may be in electronic form) that shall specify the exercise price, the expiration date of the Option, the number of Shares covered by the Option, any conditions to exercise the Option, and such other terms and conditions as the Administrator, in its discretion, shall determine.
 
(b) Term of Option .   The term of each Option will be stated in the Award Agreement; provided, however, that the term will be no more than seven (7) years from the date of grant thereof.

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(c) Option Exercise Price and Consideration .
 
(i) Exercise Price .   The per share exercise price for the Shares to be issued pursuant to exercise of an Option will be determined by the Administrator but shall not in any event be less than the nominal value of a Share at the time of exercise.
 
(ii) Waiting Period and Exercise Dates .   At the time an Option is granted, the Administrator will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised. At any time after the grant of an Option, the Administrator, in its sole discretion, may reduce or waive any vesting criteria or waiting periods and may accelerate the time at which any restrictions will lapse or be removed.
 
(iii) Form of Consideration .   The Administrator will, subject to the provisions of Applicable Laws, determine the acceptable form of consideration for exercising an Option, including the method of payment. Such consideration may consist entirely of, without limitation: (1) cash; (2) check; (3) other Shares, to the extent permitted by Applicable Laws, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided that accepting such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (4) subject to the provisions of Applicable Laws, consideration received by the Company under a cashless exercise program (whether through a broker, net exercise program or otherwise) implemented by the Company in connection with the Plan; (5) by reduction in the amount of any Company liability to the Participant; (6) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (7) any combination of the foregoing methods of payment.
 
(d) Exercise of Option .
 
(i) Procedure for Exercise; Rights as a Shareholder .   Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share.
 
An Option will be deemed exercised when the Company receives: (i) a notice of exercise (in such form as the Administrator may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with applicable withholding taxes). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 11 of the Plan.
 
Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.
 
(ii) Termination of Relationship as a Service Provider .   If a Participant ceases to be a Service Provider, other than upon the Participant’s termination as the result of the Participant’s death or Disability or as a result of a termination for Cause, the Participant may

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exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for thirty (30) days following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan.
 
(iii) Disability of Participant .   If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.
 
(iv) Death of Participant .   If a Participant dies while a Service Provider, the Option may be exercised following the Participant’s death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the option be exercised later than the expiration of the term of such Option as set forth in the Award Agreement), by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following Participant’s death. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.
 
(v) Termination for Cause .   Notwithstanding any other provision of the Plan to the contrary, if the Participant’s status as a Service Provider is terminated for Cause, the Option shall terminate and cease to be exercisable immediately upon such termination as a Service Provider.
 
(e) Extension if Exercise Prevented by Law .   Notwithstanding the foregoing, other than termination of Service for Cause, if the exercise of an Option within the applicable time periods set forth in Section 6(d) is prevented by the provisions of Section 18 below, the Option shall remain exercisable until thirty (30) days (or such longer period of time as determined by the Administrator, in its discretion) after the date the Participant is notified by the Company that the Option is exercisable, but in no event later than the expiration of the term of such Option as set forth in the Award Agreement.
 
	7.	Restricted Shares.	
 
(a) Grant of Restricted Shares .   Subject to the terms and conditions of the Plan, the Administrator, at any time and from time to time, may grant Restricted Shares to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.

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(b) Restricted Shares Agreement .   Each Award of Restricted Shares will be evidenced by an Award Agreement (which may be in electronic form) that will specify any vesting conditions, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. For purposes of clarity, an Award of Restricted Shares may be granted without vesting conditions or other restrictions. The Company may elect to cause Restricted Shares to be held through an escrow agent designated by the Company until the restrictions on such Shares, if any, have lapsed.
 
(c) Transferability .   Except as provided in this Section 7, Section 10 or the Award Agreement, Restricted Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable vesting period (if any).
 
(d) Other Restrictions .   The Administrator, in its sole discretion, may impose such other restrictions on Restricted Shares as it may deem advisable or appropriate. The Administrator may set restrictions based upon continued employment or service, the achievement of specific performance objectives (Company-wide, departmental, divisional, business unit, or individual), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion.
 
(e) Removal of Restrictions .   Except as otherwise provided in this Section 7, Shares covered by each Restricted Shares grant made under the Plan will be released from escrow (or from other applicable restrictions hereunder) as soon as practicable after the last day of the vesting period or at such other time as the Administrator may determine. The Administrator may, in its discretion, reduce or waive any vesting criteria and may accelerate the time at which any restrictions will lapse or be removed. The Administrator, in its discretion, may establish procedures regarding the release of Shares from escrow, as necessary or appropriate to minimize administrative burdens on the Company.
 
(f) Voting Rights .   During the vesting period, Service Providers holding Restricted Shares granted hereunder may exercise full voting rights (either directly or by way of pass-through voting arrangements with the escrow agent holding the Shares) with respect to those Shares, unless the Administrator determines otherwise.
 
(g) Dividends and Other Distributions .   During the vesting period, Participants holding Restricted Shares will be entitled to receive all dividends and other distributions paid with respect to such Shares (either directly or by way of pass-through arrangements with the escrow agent holding the Shares), unless the Administrator provides otherwise. Any such dividends or distributions shall be subject to the same restrictions on transferability and forfeitability as the Restricted Shares with respect to which they were paid, unless otherwise provided in the Award Agreement.
 
(h) Return of Restricted Shares to Company .   On the date set forth in the Award Agreement, the Restricted Shares for which restrictions have not lapsed must be transferred by the holder thereof to the Company and, subject to Section 3, again will become available for grant under the Plan.
 
(i) Minimum Consideration .   Upon any issuance of Restricted Shares hereunder, the person to whom the Shares are issued must pay to the Company in cash an amount equal to the aggregate nominal value of the Shares being issued.

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	8.	Restricted Share Units.	
 
(a) Grant .   Subject to the terms and conditions of the Plan, the Administrator, at any time and from time to time, may grant Restricted Share Units to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.
 
(b) Award Agreement .   Each Award of Restricted Share Units will be evidenced by an Award Agreement (which may be in electronic form) that will specify any vesting conditions, the number of Restricted Share Units granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine.
 
(c) Vesting Criteria and Other Terms .   The Administrator will set vesting criteria (if any) in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Share Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon continued employment or service, the achievement of specific performance objectives (Company-wide, departmental, divisional, business unit, or individual goals (including, but not limited to, continued employment or service)), applicable federal or state securities laws or any other basis determined by the Administrator in its discretion.
 
(d) Earning Restricted Share Units .   Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Share Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout and may accelerate the time at which any restrictions will lapse or be removed.
 
(e) Form and Timing of Payment .   Payment of earned Restricted Share Units will be made as soon as practicable after the date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion and subject to the provisions of Applicable Laws, may settle earned Restricted Share Units in cash, Shares, or a combination of both.
 
(f) Cancellation .   On the date set forth in the Award Agreement, all unearned Restricted Share Units will be forfeited to the Company and, subject to Section 3, again will become available for grant under the Plan.
 
(g) Voting Rights, Dividend Equivalents and Distributions .    Participants shall have no voting rights with respect to Shares represented by Restricted Share Units until the date of the issuance of such Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). However, the Administrator, in its discretion, may provide in the Award Agreement evidencing any Restricted Share Unit Award that the Participant shall be entitled to receive Dividend Equivalents with respect to the payment of cash dividends on Shares, which cash dividends have a record date prior to the date on which the Restricted Share Units held by such Participant are settled or forfeited. Such Dividend Equivalents, if any, shall be paid by crediting the Participant with additional whole Restricted Share Units as of the date of payment of such cash dividends on Shares. The number of additional Restricted Share Units (rounded to the nearest whole number) to be so credited shall be determined by dividing (a) the amount of cash dividends paid on such date with respect to the number of Shares represented by the Restricted Share Units previously credited to the Participant by (b) the Fair Market Value per Share on such date. Such additional Restricted Share Units shall be subject to the same terms and conditions, including but not limited to vesting conditions, and shall be settled in the same manner and at the same time as the Restricted Share Units originally subject to the Restricted Share Unit Award. Settlement of Dividend Equivalents, subject to the provisions of Applicable Laws, may be made in cash, Shares, or a combination thereof as determined by the Administrator. In the event of a dividend or distribution paid in Shares, or any other adjustment made upon a change in the capital structure of the Company as described in

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Section 11, appropriate adjustments shall be made in the Participant’s Restricted Share Unit Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant would be entitled by reason of the Shares issuable upon settlement of the Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same vesting conditions as are applicable to the Award.
 
	9.	Leaves of Absence/Transfer Between Locations .	
 
Unless the Administrator provides otherwise or as otherwise required by Applicable Laws, vesting of Awards granted hereunder will be suspended during any unpaid personal leave of absence, such that vesting shall cease on the first day of any such unpaid personal leave of absence and shall only recommence upon return to active service. For the avoidance of doubt, a leave of absence during maternity leave approved by Applicable Laws and army reserve duty shall not suspend the vesting of any Awards. A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company or any Affiliate.
 
	10.	Transferability of Awards.	
 
Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant (or the Participant’s guardian or legal representative). If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate.
 
	11.	Adjustments; Dissolution or Liquidation; Merger, Demerger or Change in Control.	
 
(a) Adjustments .   In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property, but excepting normal cash dividends), recapitalization, share split, reverse share split, reorganization, reincorporation, reclassification, merger, demerger, consolidation, split-up, split-off, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of shares that may be delivered under the Plan and/or the number, class, and price of shares covered by each outstanding Award and the numerical Share limits in Section 3 of the Plan. Notwithstanding the preceding, the number of Shares subject to any Award always shall be a whole number. Any fractional share resulting from an adjustment pursuant to this Section 11(a) shall be rounded down to the nearest whole number, and in no event may the exercise or purchase price under any Award be decreased to an amount less than the nominal value, if any, of the shares subject to such Award.
 
(b) Dissolution or Liquidation .   In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised (with respect to an Option) or vested (with respect to an Award other than an Option), an Award will terminate immediately prior to the consummation of such proposed action.
 
(c) Change in Control .
 
(i)    In the event of a merger of the Company with or into another company or other entity, or a demerger of the Company, or a Change in Control, each outstanding Award will be

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treated as the Administrator determines (subject to the provisions of the following paragraph), including, without limitation, (i) that each Award be assumed or an equivalent option or right substituted by the successor company or an affiliate of the successor company, with appropriate adjustments as to the number and kind of shares and prices, (ii) upon written notice to a Participant, that the Participant’s Awards will terminate upon or immediately prior to the consummation of such merger, demerger or Change in Control; and (iii) outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger, demerger or Change in Control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such merger, demerger or Change in Control. In taking any of the actions permitted under this Section 11(c), the Administrator will not be required to treat all Awards similarly in the transaction.
 
(ii)   In the event that the successor company does not assume or substitute for the Award, then except as otherwise provided in any Award Agreement or as determined by the Administrator pursuant to Section 11(c)(i), any Award outstanding under the Plan immediately prior to the merger, demerger or Change in Control that is not assumed or substituted will be terminated at the effective time of the merger, demerger or Change in Control. In such case, no Participant shall be entitled to receive any payments or any other rights with respect to any terminated Options, Restricted Shares or Restricted Share Units as of the effective time of the merger, demerger or Change in Control, except that, subject to the approval of the Administrator in its sole discretion, the holder of any terminated Option that is vested as of the effective time of the merger, demerger or Change in Control, shall be entitled to receive at the effective time of the merger, demerger or Change in Control a single sum payment equal to the excess, if any, of the transaction value of the Shares that are then covered by the Option over the aggregate exercise price under the applicable Award Agreement. If so determined by the Administrator the amount payable with respect to the termination of an outstanding vested Option pursuant to this section will be paid in cash, unless the parties to the merger, demerger or Change in Control agree that some or all of such amount will be payable in the form of freely tradable shares of common stock of the successor or acquiring company (or a parent company) (subject to the provisions of Applicable Laws). For the avoidance of any doubt, any and all Restricted Share Units and Restricted Shares that are vested as of the effective time of the merger, demerger or Change in Control shall not be deemed outstanding Awards under the Plan upon vesting, and shall entitle the Participants holding such vested Restricted Share Units and Restricted Shares to the full right to dispose of, and exercise other ownership rights with respect to, the Shares underlying such vested Restricted Share Units and Restricted Shares.
 
(iii)  For the purposes of this subsection (c), an Award will be considered assumed if, following the relevant Change in Control, merger or demerger the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger, demerger or Change in Control by holders of Ordinary Shares for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided , however , that if such consideration received in the merger, demerger or Change in Control is not solely common stock of the successor company or its Parent, the Administrator may, with the consent of the successor company, provide for the consideration to be received upon the exercise of an Option or upon the payout of a Restricted Share Unit, for each Share subject to such Award, to be solely common stock of the successor company or its affiliate equal in fair market value to the per share consideration received by holders of Ordinary Shares in the merger, demerger or Change in Control.

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(iv)   Notwithstanding anything in this Section 11(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor company’s post-Change in Control, post-merger or post-demerger corporate structure will not be deemed to invalidate an otherwise valid Award assumption.
 
	12.	Tax .	
 
(a) Withholding Requirements .   Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or such earlier time as any Tax Obligations are due, the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy all Tax Obligations.
 
(b) Withholding Arrangements .   The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may designate the method or methods by which a Participant may satisfy such Tax Obligations. As determined by the Administrator in its discretion from time to time, these methods may include one or more of the following (a) paying cash, (b) having the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld or remitted, (c) subject to the provisions of Applicable Laws,  delivering to the Company already-owned Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld or remitted, (d) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the Tax Obligations required to be withheld or remitted, (e) retaining from salary or other amounts payable to the Participant cash having a sufficient value to satisfy the Tax Obligations, or (f) any other means which the Administrator, in its sole discretion, determines to both comply with Applicable Laws, and to be consistent with the purposes of the Plan. The amount of Tax Obligations will be deemed to include any amount that the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant or the Company, as applicable, with respect to the Award on the date that the amount of tax or social insurance liability to be withheld or remitted is to be determined. The Fair Market Value of the Shares to be withheld or delivered shall be determined as of the date that the Tax Obligations are required to be withheld.
 
	13.	No Effect on Employment or Service.	
 
Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.
 
	14.	Term of Plan.	
 
The Plan will become effective upon its approval by the Board. It will continue in effect until such date as the Board shall suspend or terminate the Plan in accordance with Section 15 of the Plan.
 
	15.	Amendment and Termination of the Plan.	
 
(a) Amendment and Termination .   The Board may at any time amend, alter, suspend or terminate the Plan.

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(b) Shareholder Approval .   The Company will obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.
 
(c) Effect of Amendment or Termination .   No amendment, alteration, suspension or termination of the Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.
 
	16.	Severability.	
 
If any one or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions (or any part thereof) of the Plan shall not in any way be affected or impaired thereby.
 
	17.	Fractional Shares.	
 
The Company shall not be required to issue fractional shares upon the exercise or settlement of any Award.
 
	18.	Conditions Upon Issuance of Shares.	
 
(a) Legal Compliance .   The granting of Awards and the issuance and delivery of Shares under the Plan shall be subject to all Applicable Laws, rule and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. Shares will not be issued pursuant to the exercise or vesting of an Award unless the exercise or vesting of such Award and the issuance and delivery of such Shares will comply with Applicable Laws, rules and regulations and any insider trading policy or similar policy adopted by the Company from time to time, and will be further subject to the approval of counsel for the Company with respect to such compliance.
 
(b) Investment Representations .   As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.
 
(c) Tax Consequences .   Any and all tax consequences arising from the grant, exercise, transfer, or sale of, or otherwise relating to, an Award or from the payment for or holding or sale or other disposition of Shares covered thereby or from any other event or act under the Plan shall be borne solely by the Participant.
 
	19.	Inability to Obtain Authority .	
 
The inability of the Company to obtain authority from any regulatory body having jurisdiction or to complete or comply with the requirements of any registration or other qualification of the Shares under any Applicable Laws, which authority, registration, qualification or rule compliance is deemed by the Company’s counsel to be necessary or advisable for the issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority, registration, qualification or rule compliance will not have been obtained.

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	20.	Rules Particular to Specific Countries .	
 
Notwithstanding anything herein to the contrary, to the extent determined by the Board, the terms and conditions of the Plan shall be adjusted with respect to a particular country or other jurisdiction by means of a Subplan to the Plan in the form of an appendix, and to the extent that the terms and conditions set forth in the Subplan conflict with any provisions of the Plan, the provisions of the Subplan shall govern. Terms and conditions set forth in the Subplan shall apply only to Awards granted to Participants under the jurisdiction of the specific country that is subject of the Subplan and shall not apply to any other Awards.
 
	21.	Governing Law .	
 
Except insofar as other laws are expressly stated to be applicable to any provisions of this Plan or any Subplan, all determinations made and actions taken pursuant to the Plan and any Subplan shall be governed by and construed in accordance with the laws of the State of Israel. The competent courts of Tel-Aviv, Israel shall have sole jurisdiction in any matters pertaining to the Plan.

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Appendix A – ISRAEL
to the
Mobileye N.V.
2014 Equity Incentive Plan
	1.	GENERAL	
 
1.1.     This appendix (the: “ Appendix ”) shall apply only to Israeli Participants (as defined below). The provisions specified hereunder shall form an integral part of the Mobileye N.V. 2014 Equity Incentive Plan (the “ Plan ”).
 
1.2.     This Appendix is to be read as a continuation of the Plan and only modifies Awards granted to Israeli Participants (as defined below) so that they comply with the requirements set by the Israeli law in general, and in particular with the provisions of Section 102 (as specified herein), as may be amended or replaced from time to time. For the avoidance of doubt, this Appendix does not add to or modify the Plan in respect of any other category of Participants.
 
1.3.     The Plan and this Appendix are complementary to each other and shall be deemed as one. In any case of contradiction, whether explicit or implied, between any definitions and/or provisions of this Appendix and the Plan, the provisions set out in this Appendix shall prevail.
 
1.4.     Any capitalized terms not specifically defined in this Appendix shall be construed according to the interpretation given to it in the Plan.
 
	2.	DEFINITIONS	
 
2.1.     “ Affiliate ” means any “employing company” within the meaning of Section 102(a) of the Ordinance.
 
2.2.     “ Approved 102 Award ” means an Award granted pursuant to Section 102(b) of the Ordinance and held in trust by a Trustee for the benefit of the Employee.
 
2.3.     “ Capital Gain Award (CGA) ” means an Approved 102 Award elected and designated by the Company to qualify under the capital gain tax treatment in accordance with the provisions of Section 102(b)(3) of the Ordinance.
 
2.4.     “ Controlling Shareholder ” shall have the meaning ascribed to it in Section 102 of the Ordinance.
 
2.5.     “ Employee ” means an Israeli Participant who is employed by the Company or its Affiliates, including an individual who is serving as an “office holder” as defined in the Israeli Companies Law, 5759-1999, as amended from time to time, but excluding any Controlling Shareholder.
 
2.6.     “ Israeli Participant ” means a person who is a resident of the state of Israel or who is deemed to be a resident of the state of Israel for Israeli tax purposes, and receives or holds an Award under the Plan and this Appendix.
 
2.7.     “ ITA ” means the Israeli Tax Authorities.

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2.8.     “ Ordinary Income Award (OIA) ” means an Approved 102 Award elected and designated by the Company to qualify under the ordinary income tax treatment in accordance with the provisions of Section 102(b)(1) of the Ordinance.
 
2.9.      “ 102 Award ” means any Award granted to Employees pursuant to Section 102 of the Ordinance and any other rulings, procedures and clarifications promulgated thereunder or issued by the ITA.
 
2.10.    “ 3(i) Award ” means an Award granted pursuant to Section 3(i) of the Ordinance to any person who is a Non- Employee.
 
2.11.    “ Israeli Award Agreement ” for the purpose of this Appendix, Israeli Award Agreement shall mean a written agreement entered into and signed by the Company and an Israeli Participant that sets out the terms and conditions of an Award.
 
2.12.    “ Non-Employee ” means an Israeli Participant who is a consultant, adviser, service provider, Controlling Shareholder or any other person who is not an Employee.
 
2.13.    “ Ordinance ” means the Israeli Income Tax Ordinance [New Version] 1961 as now in effect or as hereafter amended.
 
2.14.    “ Section 102 ” means Section 102 of the Ordinance, the Income Tax Rules (Tax Relief for Issuance of Shares to Employees), 2003, and any other rules, regulations, orders or procedures promulgated thereunder as now in effect or as hereafter amended.
 
2.15.    “ Trustee ” means any person appointed by the Company to serve as a trustee and approved by the ITA, all in accordance with the provisions of Section 102(a) of the Ordinance.
 
2.16.    “ Unapproved 102 Award ” means an Award granted pursuant to Section 102(c) of the Ordinance and not held in trust by a Trustee.
 
	3.	ISSUANCE OF AWARDS	
 
3.1.     Participants eligible for participation in the Plan and this Appendix as Israeli Participants shall include any Employee and/or Non-Employee of the Company or of any of the Company’s Affiliates; provided , however , that (i) Employees may only be granted 102 Awards; and (ii) Non-Employees and/or Controlling Shareholders may only be granted 3(i) Awards.
 
3.2.     The Company may designate Awards granted to Employees pursuant to Section 102 as Unapproved 102 Awards or Approved 102 Awards.
 
3.3.     The grant of Approved 102 Awards shall be made under this Appendix, and shall be conditioned upon the approval of this Appendix by the ITA.
 
3.4.     Approved 102 Awards may either be classified as Capital Gain Awards (“ CGAs ”) or Ordinary Income Awards (“ OIAs ”).
 
3.5.     No Approved 102 Awards may be granted under this Appendix to any eligible Employee, unless and until the Company’s election of the type of Approved 102 Awards as CGA or OIA granted to Employees (the “ Election ”), is appropriately filed with the ITA. The Election shall obligate the Company to grant only the type of Approved 102 Award it has elected, and shall apply to all Israeli Participants who were granted Approved 102 Awards, and to any rights

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derived therefrom, during the period indicated herein, all in accordance with the provisions of Section 102(g) of the Ordinance. For the avoidance of doubt, such Election shall not prevent the Company from granting Unapproved 102 Awards simultaneously.
 
3.6.     All Approved 102 Awards must be held in trust by a Trustee, as described in Section 4 below.
 
3.7.     For the avoidance of doubt, the designation of Unapproved 102 Awards and Approved 102 Awards shall be subject to the terms and conditions set forth in Section 102.
 
	4.	TRUSTEE	
 
4.1.     The terms and conditions applicable to the trust relating to Section 102 shall be set forth in an agreement signed by the Company and the Trustee (the “ Trust Agreement ”).
 
4.2.     Approved 102 Awards which shall be granted under this Appendix and/or any Shares allocated or issued upon exercise or vesting of such Approved 102 Awards and/or other rights granted thereunder and/or shares received subsequently following any realization of rights, including without limitation bonus shares, shall be allocated or issued to the Trustee and held for the benefit of the Employee for no less than such period of time as required by Section 102 (the “ Holding Period ”). In case the requirements for Approved 102 Awards are not met, then the Approved 102 Awards shall be regarded as Unapproved 102 Awards, all in accordance with the provisions of Section 102.
 
4.3.      Notwithstanding anything to the contrary, the Trustee shall not release any Shares allocated or issued upon exercise or vesting of Approved 102 Awards prior to the full payment of the Employee’s tax liabilities, if any, arising from Approved 102 Awards which were granted to him/her and/or any Shares allocated or issued upon exercise or vesting of such Awards.
 
4.4.     With respect to any Approved 102 Award, subject to the provisions of Section 102, an Israeli Participant shall not sell or release from trust any Share received upon the exercise or vesting of an Approved 102 Award and/or any rights granted thereunder and/or share received subsequently following any realization of rights, including without limitation, bonus shares, until the lapse of the Holding Period required under Section 102. Notwithstanding the above, if any such sale or release occurs during the Holding Period, the sanctions under Section 102 shall apply to and shall be borne solely by such Israeli Participant. Subject to the foregoing, the Trustee may, pursuant to a written or electronic request from the Participant, release and transfer such Shares to a designated third party, provided that both of the following conditions have been fulfilled prior to such release or transfer: (i) payment has been made to the ITA of all taxes required to be paid upon the release and transfer of the Shares, and confirmation of such payment has been received by the Trustee and (ii) the Trustee has confirmed with the Company that all requirements for such release and transfer have been fulfilled according to the terms of the Company’s corporate documents, the Plan, the Israeli Award Agreement and any Applicable Laws.
 
4.5.     Upon receipt of any Approved 102 Award, if requested to do so by the Company, Affiliate or the Trustee, the Employee will sign an undertaking to release the Trustee from any liability in respect of any action or decision duly taken and bona fide executed in relation with this Appendix, or any Approved 102 Award or Share granted to him thereunder.
 
4.6.     In the case of 102 Awards, the Trustee shall have no rights as a shareholder of the Company with respect to the Shares covered by such Award until the Trustee becomes the record holder of such Shares, and the Israeli Participant shall have no rights as a shareholder of the

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Company with respect to the Shares covered by the Award until the date of the release of such Shares from the Trustee to the Israeli Participant and the transfer of record ownership of such Shares to the Israeli Participant.
 
	5.	THE AWARDS	
 
Notwithstanding anything to the contrary in the Plan and in addition thereto, the terms and conditions upon which the Awards shall be issued and exercised or vest, as applicable, shall be as specified in the Israeli Award Agreement to be executed pursuant to the Plan and to this Appendix. Each Israeli Award Agreement shall be subject to Section 102 or Section 3(i) of the Ordinance, as applicable, and shall state, inter alia, the number of Shares to which the Award relates, the type of Award granted thereunder (whether a CGA, OIA, Unapproved 102 Award or a 3(i) Award), and any applicable vesting provisions and exercise price that may be payable.
 
	6.	FAIR MARKET VALUE	
 
Without derogating from the Plan and solely for the purpose of determining the tax liability pursuant to Section 102(b)(3) of the Ordinance, if at the date of grant of any CGA, the Company’s Shares are listed on any established stock exchange or a national market system, the fair market value of the Shares at the date of grant shall be determined in accordance with the average value of the Company’s Shares on the thirty (30) trading days preceding the date of grant.
 
	7.	ASSIGNABILITY AND SALE OF AWARDS	
 
7.1.      Notwithstanding any other provision of the Plan, no Award or any right with respect thereto, or purchasable hereunder, whether fully paid or not, shall be assignable, transferable or given as collateral or any right with respect to them given to any third party whatsoever, and during the lifetime of the Israeli Participant each and all of such Israeli Participant’s rights with respect to an Award shall belong only to the Israeli Participant. Any such action made directly or indirectly, for an immediate validation or for a future one, shall be void.
 
7.2.      As long as Awards or Shares purchased or issued hereunder are held by the Trustee on behalf of the Israeli Participant, all rights of the Israeli Participant over the Awards and/or Shares are personal, cannot be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution, provided that the transferee thereof shall be subject to the provisions of Section 102 as would have been applicable to the deceased Participant were he or she to have survived.
 
	8.	DIVIDENDS	
 
Notwithstanding anything to the contrary in the Plan and solely for the purpose of Awards granted under this Appendix, with respect to all Shares (but excluding, for avoidance of any doubt, any unexercised Awards) allocated or issued upon the exercise or vesting of Awards purchased or received, as applicable, by the Israeli Participant and held by the Israeli Participant or by the Trustee, as the case may be, the Israeli Participant shall be entitled to receive dividends, if any, in accordance with the quantity of such Shares, subject to the provisions of the Company’s Articles of Association (and all amendments thereto) and subject to any applicable taxation on distribution of dividends, and when applicable subject to the provisions of Section 102.
 
	9.	TAX CONSEQUENCES	
 
9.1.      Notwithstanding anything to the contrary in the Plan and solely for the purpose of Awards granted under this Appendix, any tax consequences arising from the grant, exercise or

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vesting of any Award, from the payment for Shares covered thereby or from any other event or act (of the Company, and/or its Affiliates, and the Trustee or the Israeli Participant), hereunder, shall be borne solely by the Israeli Participant. The Company and/or its Affiliates, and/or the Trustee shall withhold taxes according to the requirements under Applicable Laws, including withholding taxes at source. Furthermore, the Israeli Participant hereby agrees to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty or indexation thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Israeli Participant.
 
9.2. The Company and/or, when applicable, the Trustee shall not be required to issue any Shares to an Israeli Participant until all required payments have been fully made.
 
9.3. With respect to Unapproved 102 Award, if the Israeli Participant ceases to be employed by the Company or any Affiliate, the Israeli Participant shall extend to the Company and/or its Affiliate a security or guarantee for the payment of tax due at the time of sale of Shares, all in accordance with the provisions of Section 102 and the rules, regulation or orders promulgated thereunder.
 
9.4. Each Participant agrees to, and undertakes to comply with, any ruling, settlement, closing agreement or other similar agreement or arrangement with any tax authority in connection with the foregoing which is approved by the Company.
 
	10.	ISRAELI PARTICIPANT’S UNDERTAKINGS	
 
By receiving Awards under the Plan and this Appendix, the Israeli Participant (1) agrees and acknowledges that he or she has received and read the Plan, the Appendix and the Israeli Award Agreement; (2) undertakes to comply with all the provisions set forth in: Section 102 (including provisions regarding the applicable Tax Track that the Company has selected) or Section 3(i), as applicable, the Plan, the Appendix, the Israeli Award Agreement and the Trust Agreement; and (3) if the Awards are granted under Section 102, the Israeli Participant undertakes, subject to the provisions of Section 102, not to sell or release the Shares from trust before the end of the Holding Period. The Israeli Participant agrees to execute any and all documents that the Company and/or its Affiliates and/or the Trustee may reasonably determine to be necessary in order to comply with the Ordinance, ruling or guidelines and rules issued by the ITA.
 
	11.	GOVERNING LAW	
 
This Appendix shall be governed by and construed and enforced in accordance with the laws of the State of Israel applicable to contracts made and to be performed therein, without giving effect to the principles of conflict of laws. The competent courts of Tel-Aviv, Israel shall have sole jurisdiction in any matters pertaining to this Appendix.

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Exhibit 5.1
 
	Van Campen & Partners N.V.
Advocaten en Belastingadviseurs
 
J.J. Viottastraat 52
1071 JT Amsterdam
The Netherlands
 
Tel: +31 20 760 16 00
Email: info@vancampenpartners.com	
 
Mobileye N.V.
Har Hotzvim, 13 Hartom Street
P.O. Box 45157
Jerusalem 9777513
ISRAEL
 
February 2, 2015
 
Ladies and Gentlemen:
 
We have acted as special counsel to Mobileye N.V., a Netherlands corporation (the “Company”), with respect to certain matters of Netherlands law in connection with the registration on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), of those ordinary shares, par value EUR 0.01 per share, of the Company (“Ordinary Shares”) issuable by the Company under the 2014 Equity Incentive Plan of the Company, as adopted by the Board of Directors of the Company (the “Board”) on December 8, 2014, including the Israeli Appendix thereto (the “2014 Plan”) (the Ordinary Shares issuable from time to time under the 2014 Plan referred to herein as the “Shares”).
 
In rendering the opinions set forth below, we have examined and relied upon (i) the Registration Statement; (ii) a copy of the 2014 Plan; (iii) the articles of association ( statuten ) of the Company (the “Present Company Articles”) as presently in force, as deposited with the Trade Register of the Chamber of Commerce (the “Trade Register”); (iv) the articles of association ( statuten ) of the Company (the “July 2014 Company Articles”) as in force at the time of adoption of the December 8 Board Resolution referred to below, as deposited with the Trade Register; (v) the articles of association ( statuten ) of the Company (the “June 2014 Company Articles”) as in force at the time of adoption of the Delegation Resolution referred to below; (vi) customary telephone checks made on the date hereof with the Trade Register and the bankruptcy clerk’s office ( faillissementsgriffie ) of the court ( rechtbank ) of Amsterdam in relation to the Company; (viii) an excerpt ( uittreksel ), dated January 27, 2015, of the registration of the Company with the Trade Register (the “Excerpt”); (viii) a historical excerpt ( historisch uittreksel ) of the Company issued by the Trade Register relating to the period prior to the adoption of the Present Company Articles (the “Historic Excerpt”); (ix) minutes of a meeting of the general meeting of shareholders of the Company held on July 9, 2014, including the adoption of a resolution delegating to the Board the power to issue shares, and to grant options and other rights to acquire shares, for a period of five years ending on July 10, 2019 (the “Delegation Resolution”); (x) a written resolution of the Board, dated December 8, 2014 (the “December 8 Board Resolution”) ( x ) approving and adopting the 2014 Plan, ( y ) delegating to the Compensation Committee of the Board (the “Committee”) the power to award share options, restricted shares and restricted share units under the 2014 Plan and ( z ) excluding all pre-emptive rights in connection with each grant of share options or restricted share units, each issuance of restricted shares, and each issuance of shares of the Company upon exercise of share options and vesting of restricted share units, in each case in accordance with the provisions of the 2014

 
 
Van Campen & Partners N.V. has its statutory seat at Amsterdam, The Netherlands, and is registered at the Trade Register ( Handelsregister ) under number 54033500

 	

 	
 
Plan; (xi) the rules and regulations ( reglement ) of the Board of Directors of the Company, dated July 31, 2014 (the “Rules and Regulations”), represented by the management of the Company to be the sole reglement of the Board of Directors of the Company in force as of the date of this opinion and as of the date of adoption of the December 8 Board Resolution; and (xii) such certificates, statutes and other instruments and documents as we consider appropriate for purposes of the opinions hereafter expressed. In addition, we reviewed such questions of Dutch law as we considered appropriate.
 
In connection with rendering the opinions set forth below, we have assumed (i) that all information contained in all documents reviewed by us is true and correct; (ii) that all signatures on all documents examined by us are genuine; (iii) that all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the originals of those documents; (iv) that the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective; (v) that all Shares will be issued in accordance with all relevant provisions of the 2014 Plan and the relevant awards granted thereunder; (vi) that the price paid for each Share issued pursuant to the 2014 Plan will not be less than the equivalent of EUR 0.01 per share at the time of issuance of such Shares; (vii) that the Delegation Resolution was duly adopted at a general meeting of the shareholders of the Company, duly convened and held in accordance with all applicable provisions of Dutch law and the articles of association of the Company; (viii) that valid book-entry notations will be made in the share register of the Company, in each case in accordance with the provisions of the Company’s articles of association, in connection with all issuances of Shares under the 2014 Plan; (ix) that there will at the time of issuance of any Shares pursuant to the 2014 Plan be sufficient Ordinary Shares authorized under the Company’s articles of association and not otherwise issued or reserved for issuance to permit issuance of such Shares; (x) that the Present Company Articles are the articles of association ( statuten ) of the Company, as presently in force and as they will be in force at the time of each issuance of any Shares being registered pursuant to the Registration Statement; (xi) that the June 2014 Company Articles were the articles of association ( statuten ) of the Company as in force at the time of adoption of the Delegation Resolution; (xii) that the July 2014 Company Articles were the articles of association ( statuten ) of the Company as in force at the time of adoption of the December 8 Board Resolution; (xiii) that the information set forth in the Excerpt is true and correct in all respects material to the rendering of this opinion as of the date hereof, and will be true and correct in all respects material to the rendering of this opinion as of the time of issuance of any Shares being registered pursuant to the Registration Statement; (xiv) that the information set forth in the Historic Excerpt relating to the identities of the members of the Board as of the date of adoption of the December 8 Board Resolution is true and correct in all respects as of such dates; (xv) the due compliance of the issuance, offering and sale of the Shares with all relevant legal requirements of all jurisdictions other than the Netherlands; (xvi) that the Shares being registered under the Registration Statement will not be offered to any person in the Netherlands except in accordance with any provisions of the Dutch Financial Supervision Act ( Wet op het financieel toezicht ) permitting such Shares to be offered without a prospectus approved by the Dutch Financial Markets Authority ( Stichting Autoriteit Financiële Markten ) pursuant to the Dutch Financial Supervision Act; (xvii) that the Committee will duly adopt, or has adopted, in accordance with the requirements of Dutch law, the articles of association of the Company and any then applicable reglement relating to the Board of Directors or the Committee, appropriate resolutions for the issuance of any restricted shares under the 2014 Plan, and for the grant of any share options or restricted share units the exercise of which ultimately leads to the issuance of Shares under the 2014 Plan, and that all such resolutions have been or will be adopted on or prior to July 10, 2019; and (xviii) that the Rules and Regulations constitute as of the date of this opinion, and will constitute at all times when Shares are issued under the 2014 Plan, the sole reglement of the Board of Directors of the Company.

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Based on the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that the Shares will, when the Shares have been duly issued, delivered and paid for in accordance with the relevant provisions of the 2014 Plan and of the relevant awards granted thereunder, be validly issued, fully paid and non-assessable.
 
This opinion:
 
(a)           speaks as of the date stated above; and
 
(b)           is strictly limited to the matters set forth herein and no opinion may be inferred or implied beyond that expressly stated herein.
 
We express no opinion on any laws other than the law of The Netherlands as it stands and has been interpreted in printed case law of the courts of The Netherlands as of the date of this opinion. In particular, without limiting the generality of the foregoing we express no opinion concerning whether or under what circumstances or with what result a court or arbitrator sitting outside the Netherlands would or might apply Dutch law.
 
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
 
Very truly yours,	 	 	
 	 	 	
Van Campen & Partners N.V.	 	 	
 	 	 	
By	/s/ Marc J.L. van Campen	 	By	/s/ Nicole C. van Smaalen	
Marc J.L. van Campen	 	Nicole C. van Smaalen	

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Exhibit 23.2
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We hereby consent to the use in this Registration Statement on Form S-8 of Mobileye N.V. of our report dated May 8, 2014, except as it relates to the restatement as described in Note 2(x) to the consolidated financial statements as to which the date is June 16, 2014 and except for the stock split described in Note 2(y) as to which the date is July 16, 2014, relating to the consolidated financial statements of Mobileye N.V., which appears in Amendment No. 7 to the Registration Statement on Form F-1 of Mobileye N.V. (SEC File No. 333-196898).
 
/s/ Kesselman & Kesselman
Kesselman & Kesselman
Certified Public Accountants (Isr.)
A member firm of PricewaterhouseCoopers International Limited
 
Tel Aviv, Israel
February 2, 2015