Vice President, International Employment Agreement

EMPLOYMENT AGREEMENT



This AGREEMENT is entered into as of September 12, 2005, by and between Gil Laks (the " Executive ") and Align Technology, Inc., a Delaware corporation (the " Company ").



WHEREAS, the Executive is currently employed by the Company as Vice President, International;



WHEREAS, the Company desires to increase the duties and responsibilities of the Executive and appoint the Executive as an executive officer of the Company to serve at the discretion of the Board of Directors;



WHEREAS, the Executive desires to accept such appointment on the terms and conditions set forth herein;



NOW THEREFORE, in consideration of the premises and the mutual covenants set forth below, the parties hereby agree as follows:



1. Duties and Scope of Employment .



(a) Position . For the term of his employment under this Agreement ("Employment"), the Company agrees to employ the Executive in the position of Vice President, International. The Executive shall report to the Chief Executive Officer. The Executive accepts such employment and agrees to discharge all of the duties normally associated with said position, and to faithfully and to the best of his abilities perform such other services consistent with his position as Vice President, International as may from time to time be assigned to him by the Chief Executive Officer (the "CEO").



(b) Obligations to the Company . During the term of his Employment, the Executive shall devote his full business efforts and time to the Company. The Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the CEO, provided, however, that the Executive may, without the approval of the CEO, serve in any capacity with any civic, educational or charitable organization. The Executive may own, as a passive investor, no more than one percent (1%) of any class of the outstanding securities of any publicly traded corporation.



(c) No Conflicting Obligations . The Executive represents and warrants to the Company that he is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with his obligations under this Agreement. The Executive represents and warrants that he will not use or disclose, in connection with his employment by the Company, any trade secrets or other proprietary information or intellectual property in which the Executive or any other person has any right, title or interest and that his employment by the Company as contemplated by this Agreement will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the



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Company that he has returned all property and confidential information belonging to any prior employers.



(d) Commencement Date . The Executive commenced full-time Employment on September 12, 2005.



2. Cash and Incentive Compensation .



(a) Salary . The Company shall pay the Executive as compensation for his services a base salary at a gross annual rate of $215,000, payable in accordance with the Company92s standard payroll schedule. The compensation specified in this Subsection (a), together with any adjustments by the Company from time to time, is referred to in this Agreement as "Base Salary."



(b) Target Bonus . The Executive shall be eligible to participate in an annual bonus program that will provide him with an opportunity to earn a potential annual bonus equal to 60.0% of the Executive92s Base Salary. The amount of the bonus shall be based upon the performance of the Executive, as set by the individual performance objectives described in this Subsection, and the Company in each calendar year, and shall be paid by no later than January 31 of the following year, contingent on the Executive remaining employed by the Company as of such date. The Executive92s individual performance objectives and those of the Company92s shall be set by the CEO after consultation with the Executive by no later than March 31, of each calendar year. For calendar year 2005, the Executive92s bonus shall be prorated based on the number of days of such year that the Executive was employed by the Company. Any bonus awarded or paid to the Executive will be subject to the discretion of the Board.



(c) Stock Options . The Executive shall be eligible for an annual incentive stock option grant subject to the approval of the Board. The per share exercise price of the option will be equal to the per share fair market value of the common stock on the date of grant, as determined by the Board of Directors. The term of such option shall be ten (10) years, subject to earlier expiration in the event of the termination of the Executive92s Employment. The Executive shall vest in 25% of the option shares after the first twelve (12) months of continuous service and shall vest in the remaining option shares in equal monthly installments over the next three (3) years of continuous service. The grant of each such option shall be subject to the other terms and conditions set forth in the Company92s 2005 Incentive Plan and in the Company92s standard form of stock option agreement.



3. Vacation and Executive Benefits . During the term of his Employment, the Executive shall be eligible for 17 days vacation per year, in accordance with the Company92s standard policy for senior management, as it may be amended from time to time. During the term of his Employment, the Executive shall be eligible to participate in any employee benefit plans maintained by the Company for senior management, subject in each case to the generally applicable terms and conditions of the plan in question and to the determinations of any person or committee administering such plan.



4. Business Expenses . During the term of his Employment, the Executive shall be authorized to incur necessary and reasonable travel, entertainment and other business expenses in connection with his duties hereunder. The Company shall reimburse the Executive for such expenses upon presentation of an itemized account and appropriate supporting documentation, all in accordance with the Company92s generally applicable policies.








5. Term of Employment .



(a) Basic Rule . The Company agrees to continue the Executive92s Employment, and the Executive agrees to remain in Employment with the Company, from the commencement date set forth in Section 1(d) until the date when the Executive92s Employment terminates pursuant to Subsection (b) below. The Executive92s Employment with the Company shall be "at will," and either the Executive or the Company may terminate the Executive92s Employment at any time, for any reason, with or without Cause. Any contrary representations, which may have been made to the Executive shall be superseded by this Agreement. This Agreement shall constitute the full and complete agreement between the Executive and the Company on the "at will" nature of the Executive92s Employment, which may only be changed in an express written agreement signed by the Executive and a duly authorized officer of the Company.



(b) Termination . The Company may terminate the Executive92s Employment at any time and for any reason (or no reason), and with or without Cause, by giving the Executive notice in writing. The Executive may terminate his Employment by giving the Company fourteen (14) days advance notice in writing. The Executive92s Employment shall terminate automatically in the event of his death or Permanent Disability. For purposes of this Agreement, "Permanent Disability" shall mean that the Executive has become so physically or mentally disabled as to be incapable of satisfactorily performing the duties under this Agreement for a period of one hundred eighty (180) consecutive calendar days.



(c) Rights Upon Termination . Except as expressly provided in Section 6, upon the termination of the Executive92s Employment pursuant to this Section 5, the Executive shall only be entitled to the compensation, benefits and reimbursements described in Sections 2, 3 and 4 for the period preceding the effective date of the termination. The payments under this Agreement shall fully discharge all responsibilities of the Company to the Executive.



(d) Termination of Agreement . The termination of this Agreement shall not limit or otherwise affect any of the Executive92s obligations under Section 7.



6. Termination Benefits .



(a) General Release . Any other provision of this Agreement notwithstanding, Subsections (b), (c) or (d) below shall not apply unless the Executive (i) has executed a general release in a form prescribed by the Company of all known and unknown claims that he may then have against the Company or persons affiliated with the Company, and (ii) has agreed not to prosecute any legal action or other proceeding based upon any of such claims.



(b) Termination without Cause . If, during the term of this Agreement, and not in connection with a Change of Control as addressed in Subsection (c) below, the Company terminates Executive92s employment without Cause or due to Permanent Disability or Executive resigns for Good Reason, then:



(i) the Executive shall immediately vest in an additional number of shares under all outstanding options as if he had performed twelve (12) additional months of service; and



(ii) the Company shall pay the Executive, an amount equal to: (x) the then current year92s Target Bonus prorated for the number of days of Executive is employed in said year, payable in a lump sum within 30 days of the date of termination of Employment; (y) one year92s Base Salary, payable in equal installments in accordance with the Company92s








standard payroll schedule; and (z) the greater of the then current year92s Target Bonus or the actual prior year92s bonus, payable in a lump sum on the one year anniversary of termination of Employment. The Executive92s Base Salary shall be paid at the rate in effect at the time of the termination of Employment.



(c) Upon a Change of Control . In the event of the occurrence of a Change in Control while the Executive is employed by the Company:



(i) the Executive shall immediately vest in an additional number of shares under all outstanding options as if he had performed twelve (12) additional months of service; and



(ii) if within twelve (12) months following the occurrence of the Change of Control, one of the following events occurs:



(A) the Executive92s employment is terminated by the Company without Cause; or



(B) the Executive resigns for Good Reason



then the Executive shall immediately vest as to all shares under all outstanding options and the Company shall pay the Executive, in a lump sum, an amount equal to: (i) the then current year92s Target Bonus prorated for the number of days of Executive is employed in said year; (ii) one year92s Base Salary; and (iii) the greater of the then current year92s Target Bonus or the actual prior year92s bonus. The Executive92s Base Salary shall be paid at the rate in effect at the time of the termination of Employment.



(d) Health Insurance . If Subsection (b) or (c) above applies, and if the Executive elects to continue his health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") following the termination of his Employment, then the Company shall pay the Executive92s monthly premium under COBRA until the earliest of (i) 12 months following the termination of the Executive92s Employment, or (ii) the date upon which the Executive commences employment with an entity other than the Company.



(e) Definition of "Cause. " For all purposes under this Agreement, "Cause" shall mean any of the following:



(i) Unauthorized use or disclosure of the confidential information or trade secrets of the Company;



(ii) Any breach of this Agreement or the Employee Proprietary Information and Inventions Agreement between the Executive and the Company;



(iii) Conviction of, or a plea of "guilty" or "no contest" to, a felony under the laws of the United States or any state thereof;



(iv) Misappropriation of the assets of the ...