Exhibit 10.4


 


ALIGN TECHNOLOGY, INC.


 


2005 INCENTIVE PLAN


 


STOCK OPTION AWARD AGREEMENT


 


Unless otherwise defined
herein, the terms defined in the 2005 Incentive Plan (the “Plan”) will have the
same defined meanings in this Award Agreement.


 


I.                                         AGREEMENT


 


A.                                   Grant
of Option.


 


The Administrator
hereby grants to individual named in the Notice of Grant attached to or
otherwise provided contemporaneously with this Agreement (the “Participant”) an
option (the “Option”) to purchase the number of Shares, as set forth in the
Notice of Grant, at the exercise price per share set forth in the Notice of
Grant (the “Exercise Price”), subject to the terms and conditions of the Plan,
which is incorporated herein by reference. 
Subject to Section 21(c) of the Plan, in the event of a
conflict between the terms and conditions of the Plan and the terms and
conditions of this Award Agreement, the terms and conditions of the Plan will
prevail.


 


If designated in
the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is
intended to qualify as an Incentive Stock Option under Section 422 of the
Code.  However, if this Option is
intended to be an Incentive Stock Option, to the extent that it exceeds the
$100,000 rule of Code Section 422(d) it will be treated as a
Nonstatutory Stock Option (“NSO”).


 


B.                                     Exercise
of Option.


 


(a)                                  Right
to Exercise.  This Option is
exercisable during its term in accordance with the Vesting Schedule set
out in the Notice of Grant and the applicable provisions of the Plan and this
Award Agreement.


 


(b)                                 Method
of Exercise.  This Option is
exercisable by delivery of an exercise notice, in the form attached as Exhibit A
or by electronic delivery in the manner established by the Company’s stock
option administrator (the “Exercise Notice”) or in such other form and manner
as determined by the Administrator, which will state the election to exercise
the Option, the number of Shares in respect of which the Option is being
exercised (the “Exercised Shares”), and such other representations and
agreements as may be required by the Company pursuant to the provisions of the
Plan.  The Exercise Notice will be
completed by Participant and delivered to the Company.  The Exercise Notice will be accompanied by
payment of the aggregate Exercise Price as to all Exercised Shares together
with any applicable withholding taxes. 
This Option will be deemed to be exercised upon receipt by the Company
of such properly completed Exercise Notice accompanied by such aggregate
Exercise Price.


 


No Shares will be
issued pursuant to the exercise of this Option unless such issuance and
exercise comply with Applicable Laws. 
Assuming such compliance, for income tax purposes the Exercised Shares
will be considered transferred to Participant on the date the Option is
exercised with respect to such Exercised Shares.


 





















 


C.                                     Method
of Payment.


 


Payment of the
aggregate Exercise Price will be by any of the following, or a combination
thereof, at the election of Participant:


 


1.                                  cash;


 


2.                                  check;


 


3.                                  consideration received by the Company under a
formal cashless exercise program adopted by the Company in connection with the
Plan; or


 


4.                                  surrender of other Shares which, (i) in
the case of Shares acquired from the Company, either directly or indirectly,
have been owned by the Participant and not subject to a substantial risk of
forfeiture for more than six (6) months on the date of surrender, and
(ii) have a Fair Market Value on the date of surrender equal to the
aggregate Exercise Price of the Exercised Shares.


 


D.                                    Non-Transferability
of Option.


 


This Option may
not be transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime of Participant
only by Participant.


 


E.                                      Term
of Option.


 


This Option may be
exercised only within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and the terms of
this Award Agreement.


 


F.                                      Tax
Obligations.  


 


1.                                  Withholding
Taxes.  Participant agrees to make
appropriate arrangements with the Company (or the Parent or Subsidiary
employing or retaining Participant) for the satisfaction of all Federal, state,
and local income and employment tax withholding requirements applicable to the
Option exercise.  Participant
acknowledges and agrees that the Company may refuse to honor the exercise and
refuse to deliver Shares if such withholding amounts are not delivered at the
time of exercise.


 


2.                                  Notice
of Disqualifying Disposition of ISO Shares. 
If the Option granted to Participant herein is an ISO, and if
Participant sells or otherwise disposes of any of the Shares acquired pursuant
to the ISO on or before the later of (1) the date two years after the
Grant Date, or (2) the date one year after the date of exercise,
Participant will immediately notify the Company in writing of such
disposition.  Participant agrees that
Participant may be subject to income tax withholding by the Company on the
compensation income recognized by Participant.


 


2





















 


G.                                     Entire
Agreement; Governing Law.


 


Each of the Plan and
Notice of Grant is incorporated herein by reference.  The Plan, the Notice of Grant and this Award
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and Participant with respect to the subject
matter hereof, and may not be modified adversely to Participant’s interest
except by means of a writing signed by the Company and Participant.  This Award Agreement is governed by the
internal substantive laws, but not the choice of law rules, of California.


 


H.                                    NO
GUARANTEE OF CONTINUED SERVICE.


 


PARTICIPANT
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF
IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE, CONSULTANT OR NON-EMPLOYEE
DIRECTOR AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED,
BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER).  PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES
THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET
FORTH IN THE NOTICE OF GRANT DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED ENGAGEMENT AS AN EMPLOYEE, CONSULTANT OR NON-EMPLOYEE DIRECTOR FOR
THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE WITH
PARTICIPANT’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE PARTICIPANT’S
RELATIONSHIP AS AN EMPLOYEE, CONSULTANT OR NON-EMPLOYEE DIRECTOR AT ANY TIME,
WITH OR WITHOUT CAUSE.


 


[Remainder of Page Intentionally
Left Blank]


 


3





















 


By acknowledging and accepting the Plan, the Plan Prospectus, the
Notice of Grant and this Award Agreement in accordance with the procedures
established by the Company, Participant agrees that this Option is granted
under and governed by the terms and conditions of the Plan, the Notice of Grant
and this Award Agreement.  Participant
has reviewed the Plan, the Notice of Grant and this Award Agreement in their
entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Award Agreement and fully understands all provisions of the
Plan, the Notice of Grant and Award Agreement. 
Participant hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Administrator upon any questions relating
to the Plan, the Notice of Grant and Award Agreement.  Participant further agrees to notify the
Company upon any change in the residence address.


 


4





















 


EXHIBIT A


 


ALIGN TECHNOLOGY, INC.


 


2005 INCENTIVE PLAN


 


EXERCISE NOTICE


 


Align
Technology, Inc.


881 Martin Avenue


Santa Clara, CA


95050


 


Attention:  Stock Option Administrator


 


1.                                       Exercise
of Option.  Effective as of today,                                        ,
        , the undersigned (“Purchaser”)
hereby elects to purchase                         
shares (the “Shares”) of the Common Stock of Align Technology, Inc. (the “Company”)
under and pursuant to the 2005 Incentive Plan (the “Plan”) and the Award
Agreement dated                 
(the “Award Agreement”).  The purchase
price for the Shares will be $                        ,
as required by the Award Agreement.


 


2.                                       Delivery
of Payment.  Purchaser herewith
delivers to the Company the full purchase price for the Shares and any required
withholding taxes to be paid in connection with the exercise of the Option.


 


3.                                       Representations
of Purchaser.  Purchaser acknowledges
that Purchaser has received, read and understood the Plan and the Award
Agreement and agrees to abide by and be bound by their terms and conditions.


 


4.                                       Rights
as Stockholder.  Until the issuance
(as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the Shares, no right to vote or
receive dividends or any other rights as a stockholder will exist with respect
to the Optioned Stock, notwithstanding the exercise of the Option.  The Shares so acquired will be issued to
Participant as soon as practicable after exercise of the Option.  No adjustment will be made for a dividend or
other right for which the record date is prior to the date of issance, except
as provided in Section 16 of the Plan.


 


5.                                       Tax
Consultation.  Purchaser understands
that Purchaser may suffer adverse tax consequences as a result of Purchaser’s
purchase or disposition of the Shares. 
Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.


 


6.                                       Entire
Agreement; Governing Law.  The Plan
and Award Agreement are incorporated herein by reference.  This Agreement, the Plan and the Award
Agreement constitute the entire


 





















 


agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Purchaser
with respect to the subject matter hereof, and may not be modified adversely to
the Purchaser’s interest except by means of a writing signed by the Company and
Purchaser.  This agreement is governed by
the internal substantive laws, but not the choice of law rules, of California.


 


	
  Submitted by:

  	
   

  	
  Accepted by:

  
	
   

  	
   

  	
   

  
	
  PURCHASER:

  	
   

  	
  ALIGN
  TECHNOLOGY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
  Its

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date Received

  



 


2