Exhibit
10.14C


ALIGN TECHNOLOGY, INC.


2005 INCENTIVE PLAN


NOTICE OF GRANT OF
RESTRICTED STOCK UNITS


(Chief
Executive Officer)


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)   Twenty-five percent (25%) of the Restricted
Stock Units will vest and be issued to Participant on the one-year anniversary
of the Vesting Commencement Date and as to 1/12th of
the remaining Restricted Stock Units after each three-month period thereafter
on the same day of the month as the Vesting Commencement Date (and if there is
no corresponding day, on the last day of the month), subject to Participant
continuing to be a Service Provider through such dates (the “Performance Period”).  Subject to the paragraph (c) 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) 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)   Upon a Change of Control.
Notwithstanding paragraph (a) above, in the event of the occurrence of a Change
of Control (as defined in the Employment Agreement) while Participant is
employed by the Company, then Participant shall immediately vest in all
outstanding Restricted Stock Units awarded pursuant to this Notice of Grant.


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.