Exhibit 10.14D


ALIGN TECHNOLOGY, INC.


AMENDMENT TO


2005 INCENTIVE PLAN


NOTICE OF GRANT OF
RESTRICTED STOCK UNITS


This Align Technology, Inc. Amendment to 2005
Incentive Plan Notice of Grant of Restricted Stock Units (the “Amendment”) is entered into as of March 8, 2007 by and
between Align Technology, Inc., a Delaware corporation (the “Align”) and Thomas M. Prescott (the “Executive”).


WHEREAS, on each of February 24,
2006 and February 20, 2007, the Executive received a grant of restricted stock
units.  Each of these grants was
evidenced by a Notice of Grant of Restricted Stock Units and a Restricted Stock
Unit Agreement issued by Align and accepted by the Executive (collectively, the
“Original Award Agreements”).


WHEREAS, it was subsequently
determined that the provisions related to equity acceleration in the amended
and restated employment agreement by and between the Executive and Align and
dated as of April 19, 2005 (the “Employment Agreement”)
were inconsistent with the equity acceleration provisions in the Original Award
Agreements.


WHEREAS, in order to reflect the
intent of the parties and to make the equity acceleration terms of the Original
Award Agreements consistent with the equity acceleration terms of the
Employment Agreement, Align and the Executive desire to amend each of the
Original Award Agreements.


NOW THEREFORE, in consideration
of the mutual promises and covenants set forth herein and in the Original Award
Agreements, and for other good and valuable consideration, intending to be
legally bound hereby, the parties agree as follows:


2.     Paragraph (c) “Termination
Without Cause or Good Reason” of each of the Original Award Agreements is
deleted in its entirety, to read as follows:


“(c) [intentionally deleted]”


3.     Paragraph (d)  “Upon a Change of Control” of each of the
Original Award Agreements is hereby amended in its entirety, to read as
follows:


“(d) 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.”


4.     Except as amended hereby,
each of the Original Award Agreements shall remain in full force and effect.











 


IN WITNESS
WHEREOF, each of the parties hereto has executed this Amendment effective as of
the day and year first written above.


	
   

  	
  ALIGN TECHNOLOGY, INC.,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  a
  Delaware corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Roger
  E. George

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Roger
  E. George,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Vice
  President, Corporate and Legal

  Affairs,
  General Counsel and Corporate Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Thomas
  M. Prescott, an individual

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Thomas M. Prescott