Exhibit 10.1c


 


ALIGN
TECHNOLOGY, INC.


2005
INCENTIVE PLAN


NOTICE
OF GRANT OF RESTRICTED STOCK UNITS


(General Form)


 


Unless otherwise defined
herein, the terms defined in the 2005 Incentive Plan (the “Plan”) will have the
same defined meanings in this Notice of Grant of Restricted Stock Units (the “Notice
of Grant”).


 


Participant:


 


Address:


 


You have been granted the
right to receive Restricted Stock Units (referred to in Section 9 of the Plan
as “Performance Units”), subject to the terms and conditions of the Plan, this
Notice of Grant and the Restricted Stock Unit Agreement attached hereto as Exhibit
A (the “Agreement”) as follows:


 




	
  Grant Number

  	
   

  
	
   

  	
   

  
	
  Date of Grant

  	
   

  
	
   

  	
   

  
	
  Vesting Commencement
  Date

  	
   

  
	
   

  	
   

  
	
  Total Number of Restricted
  Stock Units

  	
   

  






 


Vesting
Schedule:


 


The
Restricted Stock Units shall be subject to annual vesting whereby twenty-five
percent (25%) of the Restricted Stock Units will vest and be issued to
Participant on each anniversary of the Vesting Commencement Date (and if there
is no corresponding day, on the last day of the month) for full vesting after 4
years, subject to Participant continuing to be a Service Provider through such
dates (the “Performance Period”). 
Subject to the paragraph (c) and (d) below, in the event Participant
ceases to be a Service Provider for any or no reason before Participant vests
in the right to acquire the Shares to be issued pursuant to the Restricted
Stock Unit, the Restricted Stock Unit and Participant’s right to acquire any
Shares hereunder will immediately terminate.


 


By accepting
this agreement online, you and the Company agree that this award is granted
under and governed by the terms and conditions of the Plan, the Agreement and
the Tax Election, each of which are made a part of this document.  You further agree to accept, acknowledge and
execute this Agreement and the Tax Election online as a condition to receiving
any Restricted Stock Units under this Award.


 


Nothing in this Notice or in the attached
Agreement or in the Plan shall confer upon Participant any right to continue in
Service for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Company (or any Parent or Subsidiary
employing or retaining Participant) or of Participant, which rights are hereby
expressly reserved by each, to terminate Participant’s Service at any time for
any reason, with or without cause.


 

















 


EXHIBIT A


 


RESTRICTED STOCK UNIT
AGREEMENT


 


1.             Grant.  The Company hereby grants to Participant
under the Plan an Award of Restricted Stock Units (referred to in the Plan as
Performance Units), subject to all of the terms and conditions in the Notice of
Grant, this Agreement and the Plan.


 


2.             Company’s Obligation to Pay.  Each Restricted Stock Unit represents a value
equal to the Fair Market Value of a Share on the date it becomes vested.  Unless and until the Restricted Stock Units
will have vested in the manner set forth in Sections 3 and 4, Participant
will have no right to payment of any such Restricted Stock Units.  Prior to actual payment of any vested
Restricted Stock Units, such Restricted Stock Unit will represent an unsecured
obligation of the Company, payable (if at all) only from the general assets of
the Company.


 


3.             Vesting Schedule.  Subject to Section 4, the Restricted Stock
Units awarded by this Agreement will vest in Participant according to the
vesting schedule set forth on the attached Notice of Grant, subject to Participant
continuing to be a Service Provider through each such date.


 


4.             Forfeiture upon Termination of Status
as a Service Provider. 
Notwithstanding any contrary provision of this Agreement, if Participant
ceases to be a Service Provider for any or no reason, the then-unvested Restricted
Stock Units awarded by this Agreement will thereupon be forfeited at no cost to
the Company and Participant will have no further rights thereunder.


 


5.             Payment after Vesting.  Any Restricted Stock Units that vest in
accordance with Section 3 will be paid to Participant (or in the event of Participant’s
death, to his or her estate) in whole Shares, subject to Participant satisfying
any applicable tax withholding obligations as set forth in Section 7.


 


6.             Payments after Death.  Any
distribution or delivery to be made to Participant under this Agreement will,
if Participant is then deceased, be made to Participant’s designated
beneficiary, or if no beneficiary survives Participant, the administrator or
executor of Participant’s estate.  Any
such transferee must furnish the Company with (a) written notice of his or
her status as transferee, and (b) evidence satisfactory to the Company to
establish the validity of the transfer and compliance with any laws or
regulations pertaining to said transfer.


 


7.             Withholding of Taxes.  Participant is ultimately liable and
responsible for all taxes owed in connection with the Restricted Stock Units,
regardless of any action the Company takes with respect to any tax withholding
obligations that arise in connection with the Restricted Stock Units awarded
under this Agreement.  Notwithstanding
any contrary provision of this Agreement, no Shares will be issued to Participant,
unless Participant has elected within the six (6) month period following the
Date of Grant to irrevocably elect to sell a sufficient number of such Shares
otherwise deliverable to Participant to satisfy the income, employment and
other taxes that the Company determines must be withheld with respect to such Shares
so issuable.  In this respect, Participant
must irrevocably elect to sell a sufficient number of such Shares otherwise
deliverable to Participant equal to the amount required to be withheld on the Nasdaq
National Market (or other nationally recognized stock exchange or national
market system on 


 

















 


which
Shares may be traded and as approved by the Administrator) through Participant’s
E*Trade account (or other brokerage account permitted by the Administrator).  If Participant fails to make such election,
then at the time any applicable Restricted Stock Units otherwise are scheduled
to vest pursuant to Section 3, Participant will permanently forfeit such Restricted
Stock Units to the Company at no cost to the Company and Participant will have
no rights whatsoever to receive any Shares thereunder.


 


8.             Rights as Stockholder.  Neither Participant nor any person claiming
under or through Participant will have any of the rights or privileges of a
stockholder of the Company in respect of any Shares deliverable hereunder,
unless and until certificates representing such Shares will have been issued,
recorded on the records of the Company or its transfer agents or registrars,
and delivered to Participant.


 


9.             No Effect on Service.  Participant acknowledges and agrees that the
vesting of the Restricted Stock Units pursuant to Section 3 hereof is earned
only by Participant continuing to be a Service Provider through the applicable
vesting dates (and not through the act of being hired or acquiring Shares
hereunder).  Participant further
acknowledges and agrees that this Agreement, the transactions contemplated
hereunder and the vesting schedule set forth herein do not constitute an
express or implied promise of Participant continuing to be a Service Provider
for the vesting period, for any period, or at all, and will not interfere with
the Participant’s right or the right of the Company (or the Affiliate employing
or retaining Participant) to terminate Participant as a Service Provider at any
time, with or without cause.


 


10.          Address for Notices.  Any notice to be given to the Company under
the terms of this Agreement will be addressed to the Company, in care of Stock
Administrator at Align Technology, Inc., 881 Martin Avenue, Santa Clara,
CA 95050, or at such other address as the Company may hereafter designate in
writing.


 


11.          Grant is Not Transferable.  Except to the limited extent provided in Section 6,
this grant and the rights and privileges conferred hereby will not be
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and will not be subject to sale under execution,
attachment or similar process.  Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this
grant, or any right or privilege conferred hereby, or upon any attempted sale
under any execution, attachment or similar process, this grant and the rights
and privileges conferred hereby immediately will become null and void.


 


12.          Binding Agreement.  Subject to the limitation on the
transferability of this grant contained herein, this Agreement will be binding
upon and inure to the benefit of the heirs, legatees, legal representatives,
successors and assigns of the parties hereto.


 


13.          Additional Conditions to Issuance
of Stock.  If at any time the Company
will determine, in its discretion, that the listing, registration or
qualification of the Shares upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory
authority is necessary or desirable as a condition to the issuance of shares to
Participant (or his estate), such issuance will not occur unless and until such
listing, registration, qualification, consent or approval will have been
effected or obtained free of any conditions not acceptable to the Company.  Where the Company determines that the
delivery of the payment of any Shares will violate federal securities laws or
other applicable laws, the Company will defer delivery until the earliest date
at which the Company reasonably anticipates 


 

















 


 


that
the delivery of Shares will no longer cause such violation.  The Company will make all reasonable efforts to
meet the requirements of any such state or federal law or securities exchange
and to obtain any such consent or approval of any such governmental authority.


 


14.          Plan Governs.  This Agreement is subject to all terms and
provisions of the Plan.  In the event of
a conflict between one or more provisions of this Agreement and one or more
provisions of the Plan, the provisions of the Plan will govern.


 


15.          Administrator Authority.  The Administrator will have the power to
interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret or revoke any such rules (including, but not limited
to, the determination of whether or not any Restricted Stock Units have
vested).  All actions taken and all
interpretations and determinations made by the Administrator in good faith will
be final and binding upon Participant, the Company and all other interested
persons.  No member of the Administrator
will be personally liable for any action, determination or interpretation made
in good faith with respect to the Plan or this Agreement.


 


16.          Electronic Delivery.  The Company may, in its sole discretion,
decide to deliver any documents related to Restricted Stock Units awarded under
the Plan or future Restricted Stock Units that may be awarded under the Plan by
electronic means or request Participant’s consent to participate in the Plan by
electronic means.  Participant hereby
consents to receive such documents by electronic delivery and agrees to
participate in the Plan through an on-line or electronic system established and
maintained by the Company or another third party designated by the Company.


 


17.          Captions.  Captions provided herein are for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.


 


18.          Agreement Severable.  In the event that any provision in this
Agreement will be held invalid or unenforceable, such provision will be
severable from, and such invalidity or unenforceability will not be construed
to have any effect on, the remaining provisions of this Agreement.


 


19.          Governing Law.  This Award Agreement shall be governed by the
laws of the State of California, without giving effect to the conflict of law
principles thereof.  For purposes of
litigating any dispute that arises under this Award of Restricted Stock Units
or this Agreement, the parties hereby submit to and consent to the jurisdiction
of the State of California, and agree
that such litigation shall be conducted in the courts of Santa Clara County,
California, or the federal courts for the United
States for the Northern District of California, and no other courts, where this
Award of Restricted Stock Units is made and/or to be performed.


 


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By Participant’s
acceptance of this Agreement online, Participant represents that he or she is
familiar with the terms and provisions of the Plan, and hereby accepts this
Agreement subject to all of the terms and provisions thereof.  Participant has reviewed the Plan and this
Agreement in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Agreement and fully understands all provisions
of this Agreement.  Participant agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions arising under the Plan or this Agreement.  Participant further agrees to notify the
Company upon any change in the residence indicated in the Notice of Grant of
Restricted Stock Units.