Exhibit 10.1a


ALIGN TECHNOLOGY, INC.


2005
INCENTIVE PLAN


NOTICE
OF GRANT OF RESTRICTED STOCK UNITS


(Executive Officers)


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:

  	
   

  	
   

  






 


(a)   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.


 


(b)   General Release.  Any other provision of this Notice of Grant,
the Plan or the Agreement notwithstanding, Subsections (c) or (d) below shall
not apply unless the Participant (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.


 


(c)   Termination Without Cause or Good Reason.
Notwithstanding the paragraph (a) above, if, during Participant’s employment by
the Company, and not in connection with a Change of Control (as defined in the
employment agreement between the Company and


 

















 


Participant (the “Employment Agreement”) and as
addressed in paragraph (c) below), the Company terminates Participant’s  employment without “Cause” or Participant
resigns for “Good Reason” (as each such term is defined in the Employment
Agreement), then Participant shall immediately vest in an additional number of
shares underlying the Restricted Stock Units awarded pursuant to this Notice of
Grant as if he had performed twelve (12) additional months of service.


 


(d)   Upon a Change of Control.
Notwithstanding paragraph (a) above, in the event of the occurrence of a Change
in Control (as defined in the Employment Agreement) while Participant is
employed by the Company, then:


(i)    Participant shall
immediately vest in an additional number of shares under the Restricted Stock
Units awarded pursuant to this Notice of Grant 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:


(1)   Participant’s employment is
terminated by the Company without Cause; or


(2)   Participant resigns for Good
Reason


then Participant shall immediately vest as to all shares under all
outstanding Restricted Stock Units and the Company


 


By
accepting this agreement online, you and the Company agree that this award is
granted under and governed by the governed by the terms and conditions of the
Plan and the Agreement, each of which are made a part of this document.  You further agree to accept, acknowledge and
execute this Agreement 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; provided, however, that the paragraph
(c) of the Notice of Grant shall apply in the event Participant ceases to be a
Service Provider as a result of termination without Cause (as defined in the
employment agreement between the Company and Participant (the “Employment
Agreement”) or if Participant resigns for Good Reason (as defined in the
Employment Agreement) and paragraph (c) of the Notice of Grant shall apply in
the event Participant ceases to be a Service Provider within 12 months of a
Change of Control (as defined in the Employment Agreement) as a result of
termination by the Company without cause or if Participant resigns for Good
Reason.


4.             Forfeiture
upon Termination of Status as a Service Provider.  Subject to paragraphs (c) and (d) of the
Notice of Grant, 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.             Taxes.


(a)   Generally..  The Participant is ultimately liable and
responsible for all taxes owed in connection with the Restricted Stock Units,
regardless of any action the Company or any of its Subsidiaries takes with
respect to any tax withholding obligations that arise in connection


 

















 


with the Restricted Stock Units.  Neither the Company nor any of its
Subsidiaries makes any representation or undertaking regarding the treatment of
any tax withholding in connection with the grant or vesting of the Restricted
Stock Units or the subsequent sale of Shares issuable pursuant to the
Restricted Stock Units.  The Company and
its Subsidiaries do not commit and are under no obligation to structure the
Restricted Stock Units to reduce or eliminate the Participant’s tax liability.


 


(b)   Payment of Withholding Taxes.  Notwithstanding any contrary provision of
this Agreement, no Shares will be issued to the Participant, unless and until
satisfactory arrangements (as determined by the Administrator) will have been
made by the Participant with respect to the payment of any taxes which the
Company determines must be withheld with respect to the Restricted Stock
Units.  The Administrator, in its sole
discretion and pursuant to such procedures as it may specify from time to time,
may satisfy such tax withholding obligations, in whole or in part, by
withholding otherwise deliverable Shares having an aggregate Fair Market Value
sufficient to (but not exceeding) the minimum amount required to be
withheld.  In addition and to the maximum
extent permitted by law, the Company has the right to retain without notice
from salary or other amounts payable to the Participant, cash having a value
sufficient to satisfy any tax withholding obligations that cannot be satisfied
by the withholding of otherwise deliverable Shares.


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) (subject, however, to paragraphs (b) and
(c) of the Notice of Grant).  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.

















 


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.