Exhibit
10.3


 


September 27, 2007


 


 


 


 


Afsaneh Azadeh


 


 


Re:          Employment Terms


Dear Afsaneh:


Align Technology, Inc. is pleased to offer you the position of Vice
President, Information Technology, Chief Information Officer, reporting to me.


Your start date is to be determined.  Your rate of pay will be a bi-weekly salary of
$9,692.30, which equals an annual salary of $252,000, less payroll deductions
and all required withholdings.  You will also
be eligible for a discretionary annual target bonus of 60% of your base salary based on meeting agreed upon performance objectives established between you and me.  We
will discuss this in more detail shortly after you start.  For fiscal year 2007, however, your bonus will
be pro-rated based on the number of days you are employed by Align during such
year.  In addition, upon the commencement
of your employment, Align will pay you a one-time bonus of $20,000, less
payroll deductions and all required withholdings.  This bonus payment will be added to and
included in your first regularly scheduled paycheck.


You will be eligible for the standard company benefits,
including medical insurance, 17 days of paid vacation annually, and sick leave.
You will be eligible to participate in most benefits on the first day of
employment.  Details about these benefit
plans are available for your review.


Pending the approval of the Board of Directors, Align will grant you
the following equity compensation awards, subject to the terms and conditions
of Align’s 2005 Incentive Plan:


1.               options to purchase 90,000
shares of Align Technology, Inc. common stock which shall vest as to 25% of the
shares on the first anniversary of your employment and as to 1/36th of the remaining shares at the
end of each month thereafter, for full vesting after four (4) years.  The exercise price shall be 100% of the fair
market value of the stock on the date of grant, which shall be the date that
the grant is approved by the Board; and


2.               an award of 30,000
restricted stock units (RSUs) which shall vest as to 25% of the shares on the
first anniversary of the date of grant and as to the remaining shares over the
next three (3) (4) years, for full vesting after four (4) years.


Align may modify compensation and benefits from time to
time as it deems necessary, with the exception of the stock purchase rights
cited in the previous paragraph.  The
stock purchase rights cited in the previous paragraph may only be modified by
mutual agreement between Align and yourself.


Your place of work will be at the offices of Align, 881
Martin Ave, Santa Clara, CA 95050.  Of
course, Align may change your position, duties, and work location from time to
time as it deems necessary.


 

















 


 


As an Align employee, you will be expected to abide by company
rules and regulations, acknowledge in writing that you have read the company’s
Employee Handbook, and sign and comply with a Proprietary Information and
Inventions Agreement which prohibits unauthorized use or disclosure of Align
proprietary information.


You may terminate your employment with Align at any time
and for any reason whatsoever simply by notifying Align.  Likewise, Align may terminate your employment
at any time and for any reason whatsoever, with or without cause or advance
notice.  Also, Align retains its
discretion to make all other decisions concerning your employment (e.g.
demotions, transfers, job responsibilities, compensation or any other
managerial decisions) with or without cause. 
This at-will employment relationship cannot be changed except in writing
signed by a company officer.


Although your employment will be “at-will,” if Align terminates
your employment at any time without “Cause” or if you resign for “Good Reason”
you will be credited with one (1) year vesting of your options and RSUs in
addition to whatever vesting you have earned to date, provided that you sign a
full release of all claims at the time your employment terminates.


For the purpose of additional vesting under this letter,
“Cause” shall mean a company-initiated termination for any of the following
reasons:  (a) failure to perform the
material duties of your position; (b) being convicted of a crime; (c)
committing an act of fraud against, or the misappropriation of property
belonging to Align; (d) intentional misconduct; or (e) a material breach by you
of this Agreement or any confidentiality or proprietary information agreement
between you and Align.  A termination by Align
for any other reason is a termination without Cause.


Also
for the purposes of additional of vesting under this agreement, “Good Reason”
shall mean (a) your position, authority or responsibilities being significantly
reduced; (b) any reduction in your base salary, or (c) if you are required to
relocate more than 35 miles from the current location of Align.  A resignation by you for any other reason
would be a resignation without Good Reason. 
You would be required to give Align notice and a reasonable opportunity
during which to cure before resigning for Good Reason.


It is anticipated that Align and
you will enter into Align’s standard form of Executive Employment
Agreement.  Included in that agreement
will be provisions that address the implications of a change of control on your
stock option and RSU awards, as well as termination.


Unless and until such aforementioned standard form
Executive Employment Agreement is executed by Align and you, this letter,
together with your Proprietary Information and Inventions Agreement, constitute
the complete, final and exclusive embodiment of the entire agreement between
you and Align with respect to the terms and conditions of your employment, and
these terms supersede any other agreements or promises made to you by anyone,
whether oral or written.  As required by
law, this offer is subject to satisfactory proof of your right to work in the
United States.


Please note that, in compliance with the Immigration Reform Act of
1986, all new employees are required to submit proof of U.S citizenship or
legal alien status within three business days of employment with Align.  Enclosed is an I-9 Form that lists the documents
that you can present to fulfill this requirement.  Please bring your documents, along with a
completed I-9 Form, on your first day of employment.


Please
sign and date the original offer letter upon your acceptance, and mail back to
me.


 


 


 


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A copy of the offer letter is enclosed for your
files.  If you have any questions, please
contact me at (408) 470-1112.


We look forward to your favorable reply and to a
productive and enjoyable work relationship.


	
  Sincerely,

  
	
   

  
	
   

  
	
  /s/
  Thomas M. Prescott

  
	
  Thomas
  M. Prescott,

  
	
  President
  and Chief Executive Officer

  



 


 


 


ACCEPTED:


 


	
  /s/
  Afsaneh Azadeh

  
	
  Afsaneh
  Azadeh

  



 


 


 


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