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such solicitation, a customer or client of Intel, for the purpose of selling any products or services that are competitive with Mobileye's business: (e) solicit or attempt to solicit any employee or any other service provider of Intel or any of its related entities to terminate employ
cutive officer, any unvested Mobileye Options and Mobileye RSUs held by Professor Shashua will immediately vest 12. Purpose of the Offer; Plans for Mobileye. Purpose of the Offer. The purpose of the Offer is for Purchaser to acquire all of Mobileye's outstanding equity interests so that Purchaser will o
ractor of partner with any third party (or interviewing for such a position), and must furnish such new employer or service recipient with a copy of the Non-Competition Agreement. Employment Agreement Addendum The following summary description of the Employment Agreement Addendum (as defined below) and all other provisions
such solicitation, a customer or client of Intel, for the purpose of selling any products or services that are competitive with Mobileye's business: (e) solicit or attempt to solicit any employee or any other service provider of Intel or any of its related entities to terminate employ
cutive officer, any unvested Mobileye Options and Mobileye RSUs held by Professor Shashua will immediately vest 12. Purpose of the Offer; Plans for Mobileye. Purpose of the Offer. The purpose of the Offer is for Purchaser to acquire all of Mobileye's outstanding equity interests so that Purchaser will o
ractor of partner with any third party (or interviewing for such a position), and must furnish such new employer or service recipient with a copy of the Non-Competition Agreement. Employment Agreement Addendum The following summary description of the Employment Agreement Addendum (as defined below) and all other provisions
ized below. Concurrently with the execution of the Purchase Agreement. in order to induce Intel and Purchaser to enter into the Purchase Agreement. Mobileye's founders. Professor Amnon Shashua and Ziv Aviram (the "Founders"). entered into separate tender and support agreements with Intel and Purchaser (co
favor of Intel (the "Non-Competition Agreement"). Pursuant to the Non-Competition Agreement. if Professor Shashua's separation from employment with Mobileye occurs within three years of the Offer Closing, then during the period beginning at the Offer Closing and ending on the date that is IS months after
ithout the prior written consent of Intel (subject to certain permitted exceptions). Non-Competition Agreement The following summary description of the Non-Competition Agreement (as defined below) and all other provisions of the Non-Competition Agreement discussed herein are qualified by reference to such Non- Competition Ag
an initial draft of the confidential disclosure letter to the Purchase Agreement to Skadden. During the subsequent several days. representatives of Mobileye's management and Morrison & Foerster engaged in several calls with representatives of Intel's management and Skadden to address questions on the co
ior to the three-year anniversary of the Offer Closing. Following such discussions. on March W. 2017. Intel delivered to Mobileye a revised draft of the Non-Competition Agreement to be entered into by Professor Shashua and an addendum to Professor Shashua s employment agreement with Mobileye, to be effective on the closing o
provided with an update regarding discussions with Mobileye and reviewed the material terms and conditions of the Purchase Agreement and other transaction documents. The Intel Board was reminded of its fiduci
ed by the Mobileye Board and the definitive Purchase Agreement and the other transaction documents had been approved and Professor Shashua executed the Non-Competition Agreement and the Employment Agreement Addendum related to the vesting terms of certain of his options and restricted share units. Later in the day on March
an initial draft of the confidential disclosure letter to the Purchase Agreement to Skadden. During the subsequent several days. representatives of Mobileye's management and Morrison & Foerster engaged in several calls with representatives of Intel's management and Skadden to address questions on the co
ior to the three-year anniversary of the Offer Closing. Following such discussions. on March W. 2017. Intel delivered to Mobileye a revised draft of the Non-Competition Agreement to be entered into by Professor Shashua and an addendum to Professor Shashua s employment agreement with Mobileye, to be effective on the closing o
provided with an update regarding discussions with Mobileye and reviewed the material terms and conditions of the Purchase Agreement and other transaction documents. The Intel Board was reminded of its fiduci
ed by the Mobileye Board and the definitive Purchase Agreement and the other transaction documents had been approved and Professor Shashua executed the Non-Competition Agreement and the Employment Agreement Addendum related to the vesting terms of certain of his options and restricted share units. Later in the day on March
an initial draft of the confidential disclosure letter to the Purchase Agreement to Skadden. During the subsequent several days. representatives of Mobileye's management and Morrison & Foerster engaged in several calls with representatives of Intel's management and Skadden to address questions on the co
ior to the three-year anniversary of the Offer Closing. Following such discussions. on March W. 2017. Intel delivered to Mobileye a revised draft of the Non-Competition Agreement to be entered into by Professor Shashua and an addendum to Professor Shashua s employment agreement with Mobileye, to be effective on the closing o
Entities connected to both Mobileye and the Non-Competition Agreement
the Minority Exit Offering Period
ORGANIZATIONthe Mobileye Board
ORGANIZATIONAmnon Shashua
PERSONthe Acceptance Time
ORGANIZATIONMobileye Options
ORGANIZATIONIntel Board
ORGANIZATION
Rothschild
ORGANIZATIONSkadden
ORGANIZATIONAviram
PERSONMorrison & Foerster
ORGANIZATIONCyclops
ORGANIZATIONthe Intel Board
ORGANIZATIONKrzanich
PERSONYoffie
PERSONConcerning Intel
ORGANIZATIONthe Minority Exit Offering Period of at least five business days
ORGANIZATION
George W. Bush
PERSONSkadden, Citi
ORGANIZATIONICnanich
PERSONKnanich
PERSON