Exhibit










EMPLOYMENT AGREEMENT


             This  EMPLOYMENT  AGREEMENT  (the  "Agreement") is  entered  into  as  of November 7, 2016 by and between John Morici (the "Executive")  and Align Technology, Inc., a Delaware corporation (the "Company").


1. Duties and Scope of Employment.


(a) Position. For the term of the Executive's employment under this Agreement ("Employment"),   the Company agrees to employ the Executive in the position of Chief Financial Officer with the Executive's principal place of Employment in San Jose, California.  The Executive shall report to the Chief Executive Officer (the "CEO").   The Executive accepts such Employment and agrees to discharge all of the duties normally associated with said position, and to faithfully and to the best of the Executive's  abilities perform such other services consistent with the Executive's position as Chief Financial Officer as may from time to time be assigned to the Executive by the CEO.


(b) Obligations  to  the  Company.     During  the  term  of  the  Executive's Employment,  the  Executive  shall  devote the  Executive's  full  business  efforts  and time  to  the Company.   The Executive agrees not to actively engage in any other employment, occupation or consulting  activity  for  any  direct  or  indirect  remuneration  without  the  prior  approval  of  the CEO, provided, however, that the Executive may, without the approval of the CEO, serve in any capacity with any civic, educational or charitable organization. The Executive may own, as a passive investor, no more than one percent (1 %) of any class of the outstanding securities of any publicly traded corporation.


(c) No Conflicting Obligations.  The Executive represents and warrants to the Company that  the  Executive  is  under  no  obligations  or  commitments,  whether  contractual  or otherwise, that are inconsistent with the Executive's obligations under this Agreement. The Executive represents and warrants that the Executive will not use or disclose, in connection with the Executive's employment by the  Company, any trade  secrets or other proprietary  information or intellectual property in which the Executive or any other person has any right, title or interest and that the Executive's  employment by the Company as contemplated by this Agreement will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employers.


(d) Commencement Date. It is expected that the Executive will commence full•
time Employment on November 10, 2016.


2. Cash and Incentive Compensation.


                            (a) Salary.   The Company shall pay the Executive as compensation for the Executive's services a base salary at a gross annual rate of $400,000, payable in accordance with the Company's standard payroll schedule.  The compensation specified in this Subsection (a), together with any adjustments by the Company from time to time, is referred to in this Agreement as "Base Salary."


(b) Annual Bonus.  The Executive shall be entitled to participate  in an annual bonus program that will provide the Executive with an opportunity to earn a potential annual bonus (the "Annual  Bonus")  equal to 60% of the Executive's  Base Salary at target levels of performance (the "Target Bonus").    For the Company's  current fiscal year ("FY2016"), however, the Executive's bonus  will  be  pro-rated  based  on  actual  number  of  days  of  employment  with  the  Company  in FY2016.  For years subsequent to FY2016, the amount of the Annual Bonus shall be based upon the performance  of the  Executive,  as  set by the individual  performance  objectives  described  in this Subsection,  and the Company in each calendar year.   Notwithstanding  anything in this Section 2(b) to the contrary, the Executive must remain employed by the Company through  December  31 of a particular year in order to earn an Annual Bonus for such year, and each Annual Bonus that is earned shall be paid by no later than March l of the year following the year it is earned.   The Executive's individual performance  objectives shall be set by the CEO after consultation with the Executive and the  Company's   objectives  shall be approved  by the  Compensation  Committee  of the  Company's Board  of Directors  (the "Compensation    Committee")   in each case by no later than March 31 of each calendar year; provided, however,  that the Executive's  individual performance  objectives  for 2016 will be set within sixty (60) calendar days of the Executive's  hire date.   The amount of any Annual   Bonus   awarded   or  paid  to  the  Executive   will   be   subject  to  the   discretion   of  the Compensation Committee.


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(c) Incentive Awards.   The Executive  shall be granted an award of restricted stock units  covering  18,835 shares of the Company's  common stock (the "Restricted   Stock  Unit Award"),   subject  to the  approval  of the  Compensation  Committee  in  all respects,  including  the terms  described  herein.    The  Restricted  Stock Unit  Award  will  vest  as to 25%  on each yearly anniversary  of the  vesting  commencement  date as determined  by the  Compensation  Committee, subject to the Executive's  continuous service through each applicable vesting date.  The grant of the Restricted  Stock  Unit  Award  shall be subject  to the  other terms  and  conditions  set forth in the Company's  2005 Incentive Plan, as amended from time to time,  and in the Company's  standard form of restricted stock unit agreement.


(d) One-Time Bonus.  The Executive will also be granted a sign-on bonus of$150,000.   This sign-on payment  will be added to and included  in your  first regularly  scheduled paycheck,  and  is  subject  to  all  normal  and  appropriate  payroll  withholdings.   In  the  event  the Executive  voluntarily  leaves the  Company within the first twelve  months  of employment  for any reason other than Good Reason, the Executive will be responsible for returning  100% of the sign on bonus.   In the event the Executive voluntarily leaves the Company after twelve months but prior to twenty-four months  of employment,  for any reason other than Good Reason, the Executive will be responsible for returning a portion of the sign on bonus as follows:  For each full month of full-time employment,  the  Company  will  forgive  1/24 of the sign-on  bonus  and the remaining  unforgiven portion will be due and payable to the Company on demand.   In the event the Company terminates the Executive's  employment without Cause, the Executive will not be required  to return  any of the sign-on bonus,


                             (e) Relocation Assistance.   The Executive is expected to be working full time out of the San Jose, California office.  The Company will reimburse the Executive for (i) all eligible relocation expenses incurred by him in the course of his relocation to the San Francisco Bay area as set forth in Exhibit  A and (ii) personal transitional eligible expenses as also set forth in Exhibit  A (collectively,  the "Relocation   Expenses"),   subject to the Company's  requirements  with respect to reporting  and documentation  of such expenses.  In the  event the  Executive  voluntarily  leaves the Company within the first twelve months of employment for any reason other than Good Reason, the Executive  will be responsible  for returning  100% of the Relocation  Expenses  reimbursed  by the Company pursuant to this Section 2(e).


3.  Vacation  and  the  Executive   Benefits.     During  the  term  of  the  Executive's Employment, the Executive shall be eligible to accrue 17 days'  vacation per year on a pro-rata basis throughout  the year,  in  accordance  with  the Company's   standard  policy  for  senior  management, including  provisions  with respect  to maximum  accrual,  as it may be amended  from time to time. During the term of the Executive's  Employment, the Executive shall be eligible to participate in any employee benefit plans maintained by the Company for senior management,  subject in each case to the generally applicable terms and conditions of the plan in question and to the determinations of any person  or committee  administering  such plan, and to the right of the Company to make changes in such plans from time to time.


4.  Business   Expenses.     During  the  term  of  the  Executive's   Employment,   the Executive  shall be  authorized  to  incur  necessary  and reasonable  travel,  entertainment  and  other business  expenses  in  connection  with  her  duties hereunder.    The  Company  shall  reimburse  the Executive  for such expenses upon presentation  of an itemized  account and appropriate  supporting documentation, all in accordance with the Company's  generally applicable policies.


5. Term of Employment.


(a) At-Will  Employment.   The Executive's  Employment  with  the Company shall  be  "at  will"   and  either  the  Executive  or  the  Company  may  terminate   the  Executive's Employment  at any time, for any reason, with or without Cause (though certain terminations  of the Executive's  Employment  may trigger the Executive's  right to receive payments  and benefits under Section  6).    Any  contrary representations,  which may have been made to the Executive,  whether orally or in writing, shall be superseded by this Agreement.   This Agreement shall constitute the full and complete  agreement  between  the Executive  and the  Company  on the "at will"  nature  of the Executive's  Employment, which may only be changed in an express written agreement signed by the Executive and a duly authorized officer of the Company.


(b) Termination, The Company may terminate the Executive's  Employment at any time and for any reason (or no reason), with or without Cause, by giving the Executive notice in writing.    The  Executive  may  terminate  the Executive's   Employment  by  giving  the  Company fourteen  (14)  days'   advance  notice  in  writing.     The  Executive's   Employment   shall  terminate automatically in the event of the Executive's  death. Notwithstanding  anything to the contrary, upon the Executive's  termination  due to death or Disability,  the Executive  shall only be entitled to the payments and benefits provided under Section 5(c)(i)-(v) below.


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(c) Rights Upon Termination. In the event the Executive's  Employment with the Company terminates  for any reason, the Executive will be entitled to any (i) unpaid base salary accrued up to the effective date of termination, as well as unpaid, but accrued vacation; (ii) unpaid, but earned and accrued annual incentive; (iii) benefits or compensation  as provided under the terms of  any  employee  benefit  and  compensation  agreements   or  plans  applicable  to  the  Executive; (iv) unreimbursed  business  expenses required to be reimbursed  to the Executive;  and (v) rights to indemnification    the  Executive   may  have  under  the  Company's    Articles   of Incorporation,    Bylaws,  the Agreement,    or  separate   indemnification     agreement,    as  applicable.     Except   as  expressly   provided   in Section 6, upon  the  termination  of  the  Executive's   Employment  pursuant  to  this  Section 5,  the Executive  shall  only  be  entitled  to  the  compensation,  benefits  and reimbursements  described  in Sections 2, 3 and 4 for the period preceding  the effective date of the termination.   The payments under this Agreement shall fully discharge all responsibilities  of the Company to the Executive.


(d) Termination  of Agreement    The termination  of this Agreement  shall not limit or otherwise affect any of the Executive's  obligations under Section 7.


6. Termination Benefits.


(a) General Release Agreement.   Any other provision of this Agreement notwithstanding, 'Subsections   (b),  (c) or  (d) below  shall  not  apply  unless  (i) the  Executive  has executed  a General Release Agreement in a form prescribed by the Company which will include a provision  whereby   the  Executive  waives  and  releases  with  irrevocable   effect  all  known  and unknown  claims that the Executive may then have against the Company  or persons  affiliated with the Company which are waivable under applicable law, and (ii) the Executive has pursuant to such General Release Agreement has agreed not to prosecute  any legal action or other proceeding based upon any of such claims to the full extent permissible under applicable law, and (iii) the Executive has,  pursuant  to  such  General  Release  Agreement,   acknowledged   the  Executive's   continuing obligations  under  this  Agreement  and  the EPIA  referenced  below,  and  (iv) the  General  Release Agreement  has become  effective  and irrevocable within  sixty (60) days following  the date of the Executive's   termination   of  Employment.     Any  benefits  under  this  Agreement  that  would  be considered  deferred  compensation  under  Section 409A  of the  Internal Revenue  Code of  1986, as amended  (the  "Code")   and  the  final  regulations  and  official  guidance  promulgated  thereunder ("Code  Section 409A") will be paid on,  or, in the case of installments, will not commence until, the sixtieth  (60th)  day  following  the  Executive's   separation  from  service,  or,  if later,  such time  as required by Section 6(h) of this Agreement.   Any installment payments that would have been made to the Executive  during the sixty (60) day period immediately following the Executive's separation from service but for the preceding  sentence will be paid to the Executive on the sixtieth (60th) day following the Executive's  separation from service, or, if later,   such time as required by Section 6(i) of this Agreement and the remaining payments shall be made as provided in this Agreement.


(b) Apart From a Change of Control.   If, during the term of this Agreement, and not in connection with a Change of Control as addressed in Section 6(c) below, the Company terminates  the Executive's  Employment  other than for Cause, death or Disability,  or the Executive resigns  for Good Reason,  then, subject to Section 6(a), the Company  shall pay the Executive,  in a lump  sum  upon  the  effectiveness  of  the  General  Release  to  be  executed  by  the  Executive  in accordance with Section 6(a) above, an amount equal to one year's  Base Salary at the rate in effect at the time of the termination of Employment  (or if the termination is due to a resignation for Good Reason  based  on a material reduction  in Base Salary,  then the Executive's  Base  Salary in effect immediately prior to such reduction).


(c) In Connection With a Change of Control.   If within eighteen (18) months following the occurrence of the Change of Control, one of the following events occurs:
(i)  the  Executive's    Employment    is terminated    by the  Company   (or its successor)   other  than  for Cause,  death  or Disability,   or


(ii) the Executive   resigns  for  Good  Reason,


then,   in lieu of any payments  or benefits  under  Section  6(b) above and subject to Section 6(a), the Executive shall immediately conditionally vest as to all shares under all outstanding equity  awards  that  are  subject  to vesting  conditions  based  solely  on  continued  employment  or service,  subject  to the Executive's  execution  of the  General  Release  Agreement  described  above with irrevocable  effect and suspension  of exercise rights  with respect to such conditionally vested shares until such execution,  and the Company  shall pay the Executive,  in a lump sum, an 


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amount equal to: (x) the then current year's  Target Bonus prorated for the number of days of the Executive is employed in said year; (y) one year's  Base Salary (or if the termination  is due to a resignation  for Good Reason  based  on a material  reduction  in Base  Salary,  then the Executive's   Base  Salary in effect  immediately  prior  to such reduction);  and  (z) the  greater  of the then-current  year's  Target Bonus (or if the termination is due to a resignation for Good Reason based on a material reduction in Target Bonus,  then the Executive's  Target Bonus in effect immediately prior to such reduction)  or the actual prior year's  Annual Bonus.  The Executive's  Base Salary shall be paid at the rate in effect at the time of the termination of Employment.


(d) Health Insurance.  If Section 6(b) or (c) above applies, and if the Executive timely elects to continue the Executive's  health insurance coverage under the Consolidated Omnibus Budget  Reconciliation   Act  of  1985, as  amended   ("COBRA"),   following  the  termination   of Employment,  then subject to Section 6(a), the Company shall pay the Executive's  monthly premium under COBRA for COBRA coverage for the Executive until the earliest of (i) 12 months following the  termination   of  the  Executive's   Employment,   or  (ii) the  date  upon  which  the  Executive commences  employment with an entity other than the Company.   In addition,  and notwithstanding anything  to the contrary  in this Section 6, if the  Company  determines  in its sole discretion that it cannot provide the COBRA benefits without potentially violating applicable law (including, without limitation, Section2716  of the Public Health Service Act), the Company will in lieu thereof provide to the Executive a taxable lump sum payment in an amount equal to the monthly COBRA premium that the Executive would be required  to pay to continue the Executive's  group health  coverage in effect on the date of the Executive's  termination of Employment  (which amount will be based on the premium  for the first month of COBRA coverage) for 12 months following the termination, which payment will be made regardless of whether the Executive elects COBRA continuation coverage.


(e) Definition  of "Cause."  For  all purposes  under this Agreement,  "Cause" shall mean any of the following:


                       (i)  Unauthorized  use or disclosure  of the confidential  information  or trade secrets of the Company;
 
                                             (ii) Any breach of this Agreement  or the EPIA between the Executive
                                          (iii)Conviction  of, or a plea  of "guilty"  or "no  contest"  to, a felony under the laws of the United States or any state thereof;
                                             (iv)Misappropriation  of the assets of the Company or any act of fraud or embezzlement by the Executive, or any act of dishonesty by the Executive in connection with the performance of his duties for the Company that adversely affects the business or affairs of the Company;


                                              (v) Intentional misconduct; or


                                          (vi)The  Executive's   failure  to satisfactorily  perform  the  Executive's duties after having received  written notice of such failure  and at least thirty (30) days to cure such failure.


(f)  Definition   of  "Disability."   For   all  purposes   under   this  Agreement, "Disability"  shall mean a disability under Section 22( e)(3) of the Code.


(g) Definition  of "Good  Reason."  Except  as noted  below,  for all purposes under  this  Agreement,  subject to  the  notice  and  cure  period  requirements  described  below,  the Executive's   resignation  for "Good  Reason"   shall mean  the  Executive's  resignation  upon written notice to the Company delivered within ninety (90) days after the occurrence of any one or more of the following events without the Executive's  consent:
 
                                             (i)  The   Executive's    position,   authority   or   responsibilities being materially reduced;
                                                    (ii) the  Executive  being  asked  to relocate  the  Executive's   principal place  of  Employment   such  that  the  Executive's   commuting  distance  from  the  Executive's residence prior to such relocation is increased by over thirty-five (35) miles;
                                                   (iii)The   Executive's annual  Base Salary or  Target   Bonus being materially reduced; or
                                                   (iv)The Executive's  benefits being materially reduced.


The Executive shall provide written notice to the Company  at least thirty (30) days prior to the effective date of the Executive's  resignation, identifying the event or events the Executive claims constitute  Good Reason  and describing  in 


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reasonable  detail the fact supporting  the claim.    The  Company  shall  have  at least  thirty (30)  days  to  take  action  to  remedy  the condition  claimed by the Executive  as Good Reason,  but  shall have no obligation  to take such action.   In the event the Company remedies  the condition then Good Reason shall be deemed not to exist.  At the expiration of the remedial period and prior to the effective date of the Executive's  resignation,  the Executive  shall provide written  notice to the Company, stating  whether  the  Executive   (A) withdraws  the  Executive's   resignation   based  on  the Company's  remedy  of the  condition,  (B) chooses  to resign  anyway  notwithstanding  such remedy, or (C) claims the condition has not been remedied  and chooses to resign based on a claim  of  Good  Reason.    In  the  absence  of  such  notice,  the  Executives  resignation  shall become effective and the Executive shall be deemed to have resigned without Good Reason. Notwithstanding   the  foregoing,  .in  order  for  the  Executive's   resignation  to  be  for  Good Reason, the Executive must resign within six (6) months following the initial existence of the event(s) constituting Good Reason.


(h) Definition of "Change of Control." For all purposes under this Agreement, "Change of Control" shall mean any of the following:


                                           (i) A sale of all or substantially all of the assets of the Company;


(ii) The acquisition  of more than fifty percent  (50%) 'of the common stock of the Company (with all classes or series thereof treated as a single class) by any person or group of persons;


                                       (iii)A reorganization  of the Company wherein the holders of common stock  of  the  Company  receive  stock  in  another  company  (other  than a  subsidiary  of  the Company),  a merger  of the Company  with  another  company  wherein  there is a fifty percent (50%) or greater change in the ownership of the common stock of the Company as a result  of such  merger,  or  any  other  transaction   in  which  the  Company   (other  than  as  the  parent corporation) is consolidated for federal income tax purposes or is eligible to be consolidated for federal income tax purposes with another corporation; or


                                           (iv)In  the  event  that the  common  stock  is traded  on an established securities market, a public announcement that any person has acquired or has the right to acquire beneficial ownership of more than fifty percent (50%) of the then-outstanding  common stock and for this purpose the terms "person" and "beneficial ownership" shall have the meanings provided in Section 13(d) of the Securities and Exchange Act of 1934 or related rules promulgated by the Securities and Exchange Commission,  or the commencement  of or public announcement  of an intention to make a tender offer or exchange offer for more than fifty percent (50%) of the then outstanding Comm.on Stock.


(i)   Section 409A.      Notwithstanding    anything   to   the   contrary   in   this Agreement, no severance pay or benefits to be paid or provided to the Executive, if any, pursuant to this Agreement,  when considered together with any other severance payments or separation benefits that  are  considered  deferred  compensation  under  Code  Section 409A  (together,  the  "Deferred Compensation  Separation Benefits") will he paid or otherwise provided until the Executive has a "separation  from  service"  within  the  meaning  of  Code  Section 409A.  Any  provision  of  this Agreement to the contrary notwithstanding,  if, at the time of the Executive's  separation from service, the  Executive  is  a "specified  employee,"  within  the  meaning  of  Code  Section  409A,  then  any Deferred  Compensation  Separation  Benefits  due to the Executive  pursuant  to  this Agreement  or otherwise on or within the six-month period following the Executive's  separation from service will accrue during such six-month period and will become payable in a lump sum payment on the date six  (6) months  and  one  (1)  day  following  the  date  of the  Executive's   separation  from  service, provided, that such cash severance or other benefits will be paid earlier, at the times and on the terms set forth in the applicable provisions  of this Agreement, if the Company reasonably determines that the imposition  of additional tax under Code Section 409A, will not apply to an earlier payment  of such cash severance or other benefits.   Each payment  and benefit payable  under this Agreement  is intended  to constitute  a separate payment  for purposes  of Section  l.409A-2(h)(2)  of the Treasury Regulations.  Any amount paid under this Agreement that satisfies the requirements of the "short"
term deferral" rule set forth in Section l.409A-l(b)(4)   of the Treasury Regulations  or that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section l.409A" l(b)(9)(iii)   of  the  Treasury  Regulations  will  not  constitute  Deferred  Compensation   Separation Benefits  to  the  extent  permissible  under  the  applicable  Treasury  Regulations.     The  foregoing provisions  are intended to comply with the requirements  of Code Section 409A so that none of the severance  payments  and  benefits  to  be provided  hereunder  will  be  subject  to the  additional  tax imposed under Code Section 409A, and any ambiguities herein will be interpreted to so comply.  In addition, this Agreement will be deemed amended to the extent necessary to avoid imposition of any additional   tax  or  income  recognition   prior  to  actual  payment   to  the  Executive   under   Code Section 409A and any temporary, proposed or final Treasury Regulations and guidance-promulgated thereunder and the parties agree to cooperate with each other and to take reasonably necessary  steps in this regard.




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(j) Limitation  on Payments;  Section 280G.   Notwithstanding  anything to the contrary  in this  Agreement,  in  the  event  the  severance  and  other  benefits  provided  for  in  this Agreement  or otherwise payable to the Executive (the "Payments")   (A) are "parachute payments" within the meaning of Section 280G of the Code and (B) but for this Section 6(j), would be subject to the excise tax imposed by Section 4999 of the Code, then the Executive's  Payments will be either:


                       (i)  delivered in full, or


       (ii) delivered as to such lesser extent which would result in no portion of such Payments being subject to the excise tax under Section 4999 of the Code, 


whichever  of (i) or (ii), taking  into  account  the  applicable  federal,  state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of Payments,  notwithstanding  that all or some portion  of such Payments  may be taxable under  Section 4999  of the Code.   If  a reduction  in the Payments constituting  "parachute  payments"  is necessary  so that no portion  of such Payments  is subject to excise tax under Section 4999 of the Code, (x) the Executive will have no rights to any additional Payments  that  are  being  reduced,  and  (y) the  reduction  shall  occur  in  the  following  order:  (1) reduction of the cash payments, if any, which shall occur in reverse chronological order such that the cash payment  owed on the latest date following the occurrence of the event triggering  such excise tax will be the first cash payment to be reduced;  (2) cancellation  of accelerated vesting  of equity awards other than stock options, if any; (3) cancellation  of accelerated vesting of stock options, if any; and (4) reduction of other benefits, if any, paid or provided to the Executive, which shall occur in reverse chronological  order such that the benefit owed on the latest date following the occurrence of the  event triggering  such excise  tax will be the first benefit  to be reduced.   In the  event that acceleration  of vesting  of equity  awards  or stock  options  is to be reduced,  such acceleration  of vesting shall be cancelled in the reverse order of the date of grant of the Executive's  equity awards or stock options.   If two or more equity awards or stock options are granted on the same date, each award or stock option will be reduced on a pro-rata basis.  Notwithstanding,  any excise tax imposed will be solely the responsibility  of the Executive.   Notwithstanding  the foregoing, to the extent the Company  submits any Payments  to the Company's   stockholders· for approval  in accordance  with Treasury  Regulation  Section  l.280G-l  Q&A 7, and such Payments will be treated in accordance with the results of such vote, the foregoing provisions shall not apply following such submission and such Payments will be treated in accordance with the results of such vote, except that any reduction in, or waiver  of,. such Payments  required  by such vote will be applied without  any application  of discretion by the Executive  and in the order prescribed  by this Section 6(j). In no event  shall the Executive have any discretion with respect to the ordering of the Executive's  Payment reductions.  


Unless the Company and the Executive otherwise agree in writing, any determination required  under  this  Section  6(j)  will  be  made  in  writing  by  a  nationally  recognized   firm of independent public accountants selected by the Company, the Company's  legal counsel or such other person  or entity to  which the parties  mutually  agree  (the "Firm"), whose  determination  will  be conclusive  and binding upon the Executive  and the Company  for all purposes.    For purposes  of making  the calculations required by this  Section 6(j),  the Firm may make reasonable  assumptions and   approximations   concerning   applicable   taxes   and   may   rely   on   reasonable,   good   faith interpretations  concerning the application  of Sections 280G and 4999 of the Code.   The Company and  the  Executive  will  furnish to  the  Firm  such  information  and  documents  as the  Firm  may reasonably request in order to make a determination under this Section 6(j).  The Company will bear all costs the Firm may reasonably incur in connection  with any calculations  contemplated  by this Section 6(j).


7.  Non-Solicitation and Non-Disclosure.


(a) Non-Solicitation.    During the period commencing on the date of this Agreement  and continuing until the first anniversary of the date when the Executive's  Employment terminated for any reason, the Executive shall not directly or indirectly, personally or through others, solicit or attempt to solicit (on the Executive's  own behalf or on behalf of any other person or entity) the employment of any employee of the Company or any of the Company's  affiliates.


(b) Proprietary Information.     As a condition  of Employment,  the Executive has entered into an Employee Proprietary  Information Agreement with the Company (the "EPIA") in the Form attached as Exhibit  B, which is incorporated herein by reference.




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8. Successors.


(a)  Company's   Successors.     This  Agreement  shall  be  binding  upon  any successor   (whether  direct  or  indirect   and  whether  by  purchase,  lease,  merger,   consolidation, liquidation  or otherwise) to all or substantially  all of the Company's  business and/or assets.  For all purposes under this Agreement, the term "Company"  shall include any successor to the Company's business and/or assets which becomes bound by this Agreement.


(b)  the  Executive's    Successors.     This  Agreement   and  all  rights   of  the Executive hereunder shall inure to the benefit of, and be enforceable by, the Executive's  personal or legal representatives,  executors, administrators,  successors,  heirs,  distributees, devisees and legatees.


9. Arbitration and Equitable Relief


(a) Arbitration.    In consideration  of the  Executive's   Employment  with  the Company, its promise to arbitrate all employment-related  disputes, and the Executive's  receipt of the compensation, pay raises, and other benefits paid to the Executive by the Company, at present and in the  future,  the Executive  agrees that  any  and  all controversies,  claims,  or disputes  with  anyone (including  the  Company  and any  employee,  officer,  director,  shareholder,  or benefit  plan  of the Company,  in their capacity as such or otherwise),  arising out of, relating  to, or resulting  from the Executive's  Employment with the Company or the termination of the Executive's  Employment with the Company,  including any breach of this Agreement,  shall be subject to binding arbitration wider the  arbitration  provisions  set forth  in California  Code  of Civil Procedure  Sections  1280 through 1294.2 (the "Act"),  arid pursuant  to California  law.   The Federal Arbitration  Act shall continue to apply with full force and effect notwithstanding  the application  of procedural  rules set forth in the Act.  Disputes  that  the Executive  agrees  to arbitrate, and  thereby  agrees  to waive any right  to a trial  by jury,  include  any statutory claims  under  local, state,  or federal  law, including,   but not limited   to,  claims  under   Title  VII  of  the  Civil  Rights   Act  of  1964,  the  Americans   With Disabilities    Act  of  1990,  the  Age  Discrimination    in  Employment    Act  of  1967,. the  Older Workers  Benefit   Protection    Act,   the   Sarbanes-Oxley    Act,   the   Worker  Adjustment     and Retraining Notification  Act, the California   Fair  Employment   and Housing  Act, the Family  and Medical  Leave  Act,  the  California   Family  Rights  Act,  the  California   Labor   Code,  claims  of harassment,    discrimination,    and  wrongful   termination,    and  any  statutory  or  common   law claims.     Notwithstanding     the   foregoing,   the   Executive   understands   that   nothing   in   this Agreement   constitutes  a waiver  of the Executive's   rights  under  Section 7 of the National  Labor Relations  Act.  The Executive further understands that this agreement to arbitrate also applies to any disputes that the Company may have with the Executive.


(b) Procedure.   The Executive agrees that any arbitration will be administered by  Judicial   Arbitration   &  Mediation   Services,   Inc.  ("JAMS"),   pursuant   to  its  Employment Arbitration Rules & Procedures  (the "JAMS  Rules"),  which are available at HTTP://WWW.JAMSADR.COM/RULES-EMPLOYMENT-ARBITRATION/.    and from Human Resources.    The Executive  agrees that the arbitrator  shall have  the power  to decide  any motions brought   by   any  party   to  the   arbitration,   including   motions   for   summary  judgment   and/or adjudication,  and motions  to  dismiss  and  demurrers,  applying  the  standards  set  forth  under  the California  Code of Civil Procedure.   The Executive  agrees that the arbitrator  shall issue a written decision on the merits.   The Executive  also agrees that the arbitrator shall have the power to award any remedies  available under applicable law, and that the arbitrator shall award attorneys'  fees and costs to  the prevailing  party,  where  provided  by applicable  law.   The Executive  agrees  that the decree or award rendered by the arbitrator  may be entered as a final and binding judgment  in any court having jurisdiction  thereof    The Executive  understands  that the Company  will pay for any administrative  or hearing fees charged by the arbitrator or JAMS except that the Executive shall pay any filing fees associated with any arbitration that the Executive initiates, but only so much of the filing fees as the Executive would have instead paid had the Executive filed a complaint in a court of law.    The  Executive  agrees  that  the  arbitrator  shall  administer  and  conduct  any  arbitration  in accordance with California law, including the California Code of Civil Procedure and the California Evidence  Code, and that the arbitrator  shall apply substantive and procedural  California law to any dispute or claim, without reference  to rules of conflict of law.   To the extent that the JAMS Rules conflict with California law, California  law shall take precedence.   The Executive  agrees that  any arbitration under this agreement shall be conducted in Santa Clara County, California.


(c) Remedy.  Except  as provided  by the Act  and this Agreement,  arbitration shall  be  the  sole,  exclusive,  and  final remedy  for  any  dispute  between  the  Executive  and the Company.     Accordingly,   except  as  provided  for  by  the  Act  and  this  Agreement,  neither  the Executive nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration.




7





(d)  Administrative  Relief   The  Executive  understands  that  this  Agreement does not prohibit the Executive from pursuing  an administrative claim with a local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment,  including, but not limited  to, the Department  of Fair Employment  and Housing,  the Equal Employment  Opportunity Commission,  the National Labor Relations Board, or the Workers' Compensation Board.   This Agreement  does, however, preclude the Executive from pursuing  court action regarding any such claim, except as permitted  by law.


(e) Voluntary Nature of Agreement.  The Executive acknowledges  and agrees that  the  Executive  is  executing  this  Agreement  voluntarily   and  without  any  duress  or  undue influence  by  the  Company  or  anyone  else.    The  Executive  acknowledges  and  agrees  that  the Executive has carefully read this Agreement  and that the Executive has asked any questions needed for the Executive to understand  the terms,  consequences,  and binding effect of this agreement  and fully understand  it, including that the Executive is waiving the Executive's right to a jury trial.
Finally, the Executive agrees that the Executive has been provided an opportunity to seek the advice ofan  attorney of the Executive's  choice before signing this agreement.


10. Miscellaneous Provisions.


(a)  Notice.    Notices  and  all  other  communications   contemplated   by  this Agreement  shall  be  in  writing  and  shall  be  deemed  to have  been  duly  given  when  personally delivered  or when  mailed  by  overnight  courier,  U.S.  registered  or  certified  mail,  return  receipt requested and postage prepaid.  In the case of the Executive, mailed notices shall be addressed to the Executive at the home address which the Executive most recently communicated to the Company in writing.  In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.


(b) Modifications and Waivers.    No  provision  of this  Agreement  shall be modified,  waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Executive and by an authorized officer of the Company (other than the Executive). No waiver by either party of any breach of or of compliance with, any condition or provision of this Agreement  by the other party shall be considered a waiver of any other condition or provision  or of the same condition or provision at another time.


(c)  Whole  Agreement.  No  other  agreements,  representations   or understandings  (whether oral or written)  which  are not expressly  set forth in this Agreement  have been made or entered into by either party with respect to the subject matter of this Agreement.   This Agreement  and the EPIA contain the entire understanding  of the parties with respect to the subject matter hereof.


(d) Withholding  Taxes.   All payments  made under this Agreement  shall be subject to reduction to reflect taxes or other charges required to be withheld by law.


(e) Governing Law: Consent to Personal Jurisdiction.  This agreement will be governed  by  the  laws  of the  State  of  California  without  regard  for  conflicts  or  choice  of laws principles.   without regard  for choice-of-law  provisions.   The Executive  consents to personal  and exclusive jurisdiction  and venue :in the State of California.


(f)  Severability.     The  invalidity   or  unenforceability   of  any  provision   or provisions  of this Agreement  shall not  affect the validity  or enforceability  of any other provision hereof, which shall remain in full force and effect.
(g) No  Assignment.    This  Agreement  and  all rights  and  obligations  of the Executive  hereunder  are personal  to the Executive  and may not be transferred  or assigned  by the Executive  at any time.  The Company may assign its rights under this Agreement to any entity that assumes  the Company's  obligations  hereunder  in connection  with  any sale or transfer  of all or a substantial portion of the Company's  assets to such entity.


(h)  Counterparts.   This Agreement may  be  executed in  two  or  more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.




8





IN WITNESS WHEREOF,  each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.
	
		
	 
	 

	 
	 

	 
	/S/    JOHN MORICI

	 
	JOHN MORICI

	 
	 

	 
	ALIGN TECHNOLOGY, INC.

	 
	 

	 
	/S/   JOSEPH M. HOGAN

	By:
	JOSEPH M. HOGAN

	Title:
	President and CEO






















CFO 2016 Morici draft Agreement


9










EXHIBIT A


	
		
	 
	Vice President & Above

	Household Goods Shipment
	-  Packing, loading, transporting, and insurance
- Two vehicles, if over 500 miles
- Renter: 30 days of storage
- Homeowner: 60 days of storage

	En Route Trip
	- One-way economy airfare OR
- Mileage for two cars at current rate, (based on 400 miles/day)
- Reasonable meals and lodging

	Home Finding Trip
	- 1 trip (7 days/6 nights)
- Employee and spouse/domestic partner
- RT economy airfare or mileage for one car at IRS rate
- Meals, lodging, and rental car

	Temporary Living
	- Furnished apartment or extended-stay hotel
- Up to 60 days
- No meals or incidentals

	Destination Home Purchase Assistance
	- Home Finding Assistance
- Must have been homeowners previously
- Normal and customary closing costs (no points/pre-paids)
- Up to 2% of the purchase price
- Must use Plus Agent

	Rental Assistance
	- One day professional rental tour
- Lease termination up to 2 month’s rent
- Application fee, credit report fee, and finder’s fee

	Miscellaneous Allowance
	- One month’s base salary capped at $30,000
- Payroll taxes deducted
- Not grossed-up for taxes

	Gross-Up
	- Equalization














14










EXHIBIT B


PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT (ATTACHED)


15






ALIGN TECHNOLOGY,  INC.


EMPLOYEE    PROPRIETARY    INFORMATION AND INVENTIONS   AGREEMENT




In  consideration  of my  employment  or continued  employment  by ALIGN  TECHNOLOGY, INC. (the "Company"),   and the compensation  now and hereafter paid to me, I hereby agree as follows:


1.       PROPRIETARY INFORMATION.  At  all  times during my employment  and thereafter,  I will hold in strictest   confidence    and   will    not   disclose,   use, lecture   upon   or  publish   any   of  the   Company's Proprietary  Information  (defined  below),  except  as such disclosure,  use or publication  may  be required in  connection  with  my  work  for  the  Company   or constitutes   Protected   Activity   (defined   below),   or unless    an    officer    of   the    Company    expressly authorizes     such     in     writing.  "Proprietary Information"    shall  mean  any  and  all  confidential and/or proprietary  knowledge,  data or information  of the  Company,  its affiliated  entities,  customers  and suppliers,  including  but  not  limited  to  information relating  to products,  processes,  know-how,  designs, formulas,  methods,  developmental   or  experimental work,  improvements,   discoveries,   inventions,  ideas, source and object codes, data, programs,  other works of    authorship,     and    plans     for    research     and development.       During   my   employment    by   the Company  I will not improperly  use or disclose  any confidential  information  or trade  secrets,  if any,  of any former employer  or any other person to whom I have  an obligation  of confidentiality,  and I will not bring   onto   the   premises   of   the   Company   any unpublished  documents or any property belonging  to any former  employer  or any other person to whom I have     an    obligation     of    confidentiality unless consented  to in writing  by that former  employer  or person.


2.        Assignment of Inventions.


2.1.      Proprietary Rights.     The term "Proprietary   Rights"   shall  mean  all trade   secret, patent, copyright, mask work and other intellectual property rights throughout the world.


2.2.         Inventions.    The  term  "Inventions" shall mean all trade secrets, inventions,  mask works, ideas, processes,  formulas,  source  and object  codes, data,  programs,  other  works  of  authorship,   know• how,  improvements,  discoveries,  developments, designs and techniques.
 
              2.3.     Prior   Inventions.    I  have  set  forth on Exhibit B (Previous  Inventions)  attached hereto a complete  list of all Inventions  that I have,  alone  or jointly with others, made prior to the commencement of my employment with the Company that I consider to be my property or the property of third parties and that I wish to have excluded  from the  scope of this Agreement    (collectively    referred    to    as   "Prior Inventions").     If no  such  disclosure  is  attached,  I represent that there are no Prior Inventions.    If, in the course   of  my  employment   with   the  Company,   I incorporate    a   Prior   Invention    into   a   Company product, process or machine, the Company  is hereby granted  and shall have  a nonexclusive,  royalty-free, irrevocable,    perpetual,    worldwide    license    (with rights to sublicense through multiple tiers of sublicensees)  to make,  have made,  modify,  use  and sell such Prior Invention.    Notwithstanding  the foregoing,  I  agree  that  I  will  not  incorporate,   or permit  to  be  incorporated,   Prior  Inventions   in any Company Inventions without the Company's prior written consent.


2.4.     Assignment   of Inventions.    Subject to Section 2.6  and except for those Inventions  which I  can  prove  qualify  fully  under  the  provisions   of California    Labor    Code   2870   (as   set   forth   in Exhibit A), I hereby assign and agree to assign in the future   (when  any  such   Inventions   or  Proprietary Rights  are first reduced to practice or first fixed in a tangible  medium,   as applicable)  to the Company  all my  right,   title  and  interest  in  and  to  any  and  all Inventions  (and  all Proprietary  Rights  with  respect thereto).   I will, at the Company's  request,  promptly execute a written assignment  to the Company  of any such  Company  Invention,  and  I  will  preserve  any such Invention as part of the Proprietary  Information of the Company (the "Company   Inventions").


2.5.     Obligation to Keep Company Informed.  I  will  promptly   and  fully  disclose  in writing  to  the  Company   all  Inventions  during  my employment    and   for    one    (1)   year    after   my employment,  including  any that may be covered  by Section 2870.    I agree to assist in every proper  way and to execute  those  documents  and take such  acts as  are  reasonably   requested   by  the   Company   to obtain,   sustain   and   from   time   to   time   enforce patents,  copyrights  and  other rights  and protections relating  to  Inventions  in  the  United  States  or  any other country.




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2.6.      Government or Third Party.  I also agree to assign all my right, title and interest  in and to any particular  Company  Invention  to a third party, including without limitation the United  States, as directed by the Company.


3.          NO  CONFLICTING   OBLIGATION. I REPRESENT that   my   performance    of   all   the   terms   of   this Agreement   and  as  an  employee   of  the  Company does not and will not breach any agreement  to keep in confidence  information  acquired  by me in confidence  or in trust prior to my employment  by the Company.    I have not entered into, and I agree I will not enter into, any agreement  either written  or oral in conflict herewith.


4.         RETURN  OF COMPANY DOCUMENTS.  Upon termination of  my  employment  with  the  Company for any  reason  whatsoever,  voluntarily or involuntarily,  and at any  earlier  time  the  Company requests,  I will  deliver  to the person  designated  by the   Company  all   originals  and   copies of   all documents  and other property of the Company in my possession,  under my control or to which I may have access.     I will not reproduce  or appropriate  for my own  use,  or  for  the  use  of  others,  any  property, Proprietary    Information    or   Company   Inventions. Notwithstanding   the  foregoing,  I understand  that  I am   allowed   to   keep   a   copy   of   the   Employee Handbook   and  personnel   records   relating   to  my employment.


5.          LEGAL  AND EQUITABLE REMEDIBS. Because my services  are personal  and unique  and because  I may have access to and become acquainted with the Proprietary   Information  of  the  Company,  the Company    shall   have   the   right   to   enforce   this Agreement  and any of its provisions  by injunction, specific    performance    or   other   equitable    relief, without   bond  and  without   prejudice  to  any  other rights and remedies  that the Company  may have for a breach of this Agreement.


6.          NOTICES. Any notices  required  or permitted hereunder  shall  be given  to the appropriate  party  at the address specified  below  or at such other address as the  party  shall  specify  in writing.    Such  notice shall be deemed given upon personal  delivery  to the appropriate address   or   if   sent   by   certified    or registered   mail,  three   (3)  days  after  the  date  of mailing.


7.           EMPLOYMENT.  I agree  and  understand  that nothing  in  this  Agreement   shall  confer  any right with  respect  to  continuation  of employment  by the Company,  nor shall it interfere  in any way with my right or the Company's right to terminate my employment at any time, with or without  cause.


8.           PROTECTED   ACTIVITY   NOT  PROHIBITED.  I understand  that  nothing  in this  Agreement  shall  in any way limit or prohibit  me from  engaging  in any Protected  Activity.    For purposes  of this Agreement, "Protected     Activity"    means   filing   a   charge   or complaint   with,   or   otherwise   communicating    or cooperating with or participating   in any investigation or proceeding that may be conducted  by any federal, state  or  local  government   agency  or  commission, including the Securities  and Exchange  Commission, the  Equal  Employment   Opportunity Commission, the Occupational  Safety  and Health  Administration, and     the     National      Labor      Relations      Board ("Government     Agencies").    I  understand   that   in connection   with   such   Protected    Activity,   I  am permitted     to     disclose      documents      or     other information  as permitted  by law, and without  giving notice   to,   or   receiving    authorization    from,   the Company.   Notwithstanding,    in  making    any  such disclosures  or  communications,    I  agree  to  take  all reasonable  precautions  to  prevent  any  unauthorized use   or   disclosure   of   any   information   that   may constitute Company  Confidential  Information  to any parties    other   than   the Government    Agencies.   I further  understand  that  "Protected Activity"   does . not include the disclosure  of any Company  attorney• client   privileged   communications.     In   addition,   I hereby acknowledge  that the Company  has provided me with notice  in compliance  with the Defend Trade Secrets   Act   of   2016   regarding    immunity    from liability for limited  disclosures  of trade secrets.   The full text of the notice is attached in Exhibit  C.


GENERAL  PROVISIONS.      This Agreement  will  be governed  by and construed  according  to the laws of the  State of California,  as such  laws  are  applied  to agreements entered into and to be performed  entirely within  California  between  California  residents.     In case any one or more of the provisions  contained  in this Agreement  shall,  for any reason,  be held  to be invalid, illegal or unenforceable   in any respect, such invalidity,   illegality   or  unenforceability    shall   not affect  the  other  provisions   of  this  Agreement,   and this Agreement  shall be construed  as if such invalid, illegal  or  unenforceable   provision  had  never  been contained  herein.     This  Agreement  will  be binding upon  my  heirs,  executors,  administrators   and  other legal  representatives   and  will  be for the  benefit  of the  Company,  its successors,  and  its  assigns.    The provisions    of   this   Agreement    shall   survive   the termination  of my employment  and the  assignment of this Agreement  by the Company to any successor in  interest  or  other  assignee.      No  waiver   by  the Company  of any breach of this Agreement  shall be a waiver  of any preceding  or succeeding  breach.    No waiver  


17





by  the  Company   of  any  right  under   this Agreement   shall  be  construed  as  a waiver  of  any other right.   The obligations   pursuant  to Sections  1 and  2  of  this  Agreement  shall  apply  to  any  time during  which  I was  previously  employed,  or am in the    future    employed,    by   the   Company    as   a consultant      if     no     other     agreement      governs nondisclosure   and  assignment  of  inventions  during such period.   This Agreement  is the final,  complete and exclusive  agreement  of the parties  with  respect to  the  subject  matter   hereof   and  supersedes   and merges   all   prior   discussions    between   us.       No modification   of  or  amendment   to  this  Agreement, nor any waiver  of any rights  under this  Agreement, will be effective  unless in writing  and signed by the party  to  be  charged.      Any  subsequent   change   or changes  in  my duties, salary or compensation will not affect the validity or scope of this Agreement.
 
This Agreement shall be effective as of the first day of my employment with the Company.


	
		
	Dated:
	 

	 
	/S/    JOHN MORICI

	 
	(Signature)

	 
	 

	 
	JOHN MORICI

	 
	(Printed Name)

	 
	 

	 
	ACCEPTED AND AGREED TO:

	 
	ALIGN TECHNOLOGY, INC.

	 
	 

	 
	/S/   JOSEPH M. HOGAN

	 
	(Signature)

	 
	 

	By:    
	Joseph M. Hogan

	Title:
	President and Chief the Executive Officer

	Dated:
	11/3/2016








    










18










                                                                          EXHIBIT A


LIMITED EXCLUSION NOTIFICATION




THIS  IS TO  NOTIFY  you in accordance  with Section  2872 of the California  Labor  Code that the foregoing Agreement between you and the Company does not require you to assign or offer to assign to the Company any invention that you developed entirely on your own time without using the Company's equipment, supplies, facilities or trade secret information except for those inventions that either:


1.        Relate  at the  time  of conception  or reduction  to practice  of the  invention  to the  Company's business, or actual or demonstrably anticipated research or development of the Company;


2.       Result from any work performed by you for the Company.


To the  extent a provision  in the foregoing  Agreement purports  to require  you to assign  an invention otherwise excluded from the preceding paragraph, the provision is against the public policy of this state and is unenforceable.


This limited exclusion does not apply to any patent or invention covered by a contract between the Company and the United States or any of its agencies requiring  full title to such patent or invention to be in the United States.


I ACKNOWLEDGE RECEIPT  of a copy of this notification.
                                        
	
		
	By:
	JOHN MORICI

	 
	(PRINTED NAME OF EMPLOYEE)

	 
	 

	Date
	November 3, 2016




	
	
	WITNESSED BY:

	 

	(PRINTED NAME OF REPRESENTATIVE)










A-19










                                                                                            EXHIBIT B
	
		
	TO:
	ALIGN TECHNOLOGY, INC.

	FROM:
	JOHN MORICI

	DATE:
	November 3, 2016

	SUBJECT
	Previous Inventions








20
















1.     Except  as listed in  Section  2 below,  the  following  is a complete  list  of all inventions  or improvements  relevant  to the subject matter  of my employment  by ALIGN  TECHNOLOGY,  INC.  (the "Company")  that have been made or conceived or first reduced to practice  by me alone or jointly with others prior to my engagement by the Company:


☒  No inventions or improvements.
☐  See below:


            
            
            




☐   Additional sheets attached.


2.     Due to a prior  confidentiality  agreement,  I cannot complete the disclosure under  Section 1 above with respect to inventions or improvements  generally listed below, the proprietary rights and duty of confidentiality with respect to which I owe to the following party(ies):


Invention or Improvement        Party(ies)                Relationship
1.                                            
2.                                            
3.                                            
☐   Additional sheets attached.




Firmwide:99913069.1 999999.1384 




21
















EXHIBIT C


SECTION  7 OF THE DEFEND  TRADE  SECRETS  ACT OF 2016


" ...   An individual  shall not be held criminally  or civilly liable under any Federal or State trade secret law for the  disclosure  of a trade  secret that--{A)  is made--{i)   in confidence  to a Federal, State, or local government  official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting   or investigating  a suspected violation of law;  or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. .    .    .   An individual  who files a lawsuit for retaliation  by an employer for reporting  a suspected violation  of law  may  disclose  the  trade  secret  to  the  attorney  of  the  individual  and  use  the  trade  secret information  in the court proceeding, if the individual-:{A)   files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order."


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