EXHIBIT
10.3


AMENDED AND RESTATED

EMPLOYMENT AGREEMENT


This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”)
is entered into as of April 5, 2007, by and between Len M. Hedge (the “Executive”)
and Align Technology, Inc., a Delaware corporation (the “Company”). This
Agreement supersedes and replaces in its entirety that certain Employment
Agreement dated March 1, 2003 between the Executive and the Company.


1.             Duties
and Scope of Employment.


(a)   Position.  For the term of his employment under this Agreement
(“Employment”), the Company agrees to employ the Executive in the position of
Vice President, Operations, General Counsel and Corporate Secretary. 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 his abilities perform such other services
consistent with his position as Vice President, Operations, as may from time to
time be assigned to him by the CEO.


(b)   Obligations to the Company. 
During the term of his Employment, the Executive shall devote his 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 he is under no obligations or
commitments, whether contractual or otherwise, that are inconsistent with his
obligations under this Agreement.  The
Executive represents and warrants that he will not use or disclose, in connection
with his 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 his 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 he has returned all property and
confidential information belonging to any prior employers.


2.             Cash
and Incentive Compensation.


(a)   Salary.  The Company shall pay the Executive as
compensation for his services a base salary at a gross annual rate of $281,925,
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)   Target
Bonus.  The Executive shall be
eligible to participate in an annual bonus program that will provide him with
an opportunity to earn a potential annual bonus equal to 60% of the Executive’s
Base Salary.  The amount of the 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, and shall
be paid by no later than January 31 of the following year, contingent on the
Executive remaining employed by the Company as of such date.  The Executive’s individual performance
objectives and those of the Company’s shall be set by the CEO after
consultation with the Executive by no later than March 31, of each calendar
year.  Any bonus awarded or paid to the
Executive will be subject to the discretion of the Board.


(c)   Incentive
Awards.  The Executive shall be
eligible for an annual incentive stock option grant and/or restricted stock
unit award subject to the approval of the Board.  The per share exercise price of the option
will be equal to the per share fair market value of the common stock on the
date of grant, as determined by the Board of Directors.  The term of such option shall be ten (10)
years, subject to earlier expiration in the event of the termination of the
Executive’s Employment.  The Executive
shall vest in 25% of the option shares after the first twelve (12) months of
continuous service and shall vest in the remaining option shares in equal
monthly installments over the next three (3) years of continuous service.  The grant of each such option and/or
restricted stock unit shall be subject to the other terms and conditions set
forth in the Company’s 2005 Incentive Plan and in the Company’s standard form
of stock option agreement and restricted stock unit agreement, as applicable.


3.             Vacation
and Executive Benefits.  During the
term of his Employment, the Executive shall be eligible for 17 days vacation
per year, in accordance with the Company’s standard policy for senior
management, as it may be amended from time to time.  During the term of his 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.


4.             Business
Expenses.  During the term of his
Employment, the Executive shall be authorized to incur necessary and reasonable
travel, entertainment and other business expenses in connection with his 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)   Basic
Rule.  The Company agrees to continue
the Executive’s Employment, and the Executive agrees to remain in Employment
with the Company, from the commencement date set forth in Section 1(d) until
the date when the Executive’s Employment terminates pursuant to Subsection (b)
below.  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.  Any contrary
representations, which may have been made to the Executive 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), and with or without Cause, by giving the Executive notice in
writing.  The Executive may terminate his
Employment by giving the Company fourteen (14) days



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advance notice in writing.  The
Executive’s Employment shall terminate automatically in the event of his death
or Permanent Disability.  For purposes of
this Agreement, “Permanent Disability” shall mean that the Executive has become
so physically or mentally disabled as to be incapable of satisfactorily
performing the duties under this Agreement for a period of one hundred eighty
(180) consecutive calendar days.


(c)   Rights
Upon Termination.  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.  Any other provision of this
Agreement notwithstanding, Subsections (b), (c) or (d) below shall not apply
unless the Executive (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.


(b)   Termination
without Cause.  If, during the term
of this Agreement, and not in connection with a Change of Control as addressed
in Subsection (c) below, the Company terminates Executive’s employment without
Cause or Executive resigns for Good Reason, then:


(i)            the
Executive shall immediately vest in an additional number of shares under all
outstanding options and restricted stock units as if he had performed twelve
(12) additional months of service; and.


(ii)           the
Company shall pay the Executive, in a lump sum upon the effectiveness of the General
Release to be executed by Executive in accordance with Section 6(a) above, an
amount equal to:  (x) the then current
year’s Target Bonus prorated for the number of days of Executive is employed in
said year; (y) one year’s Base Salary; and (z) the greater of the then current
year’s Target Bonus or the actual prior year’s bonus.  The Executive’s Base Salary shall be paid at
the rate in effect at the time of the termination of Employment.


(c)   Upon
a Change of Control. In the event of the occurrence of a Change in Control
while the Executive is employed by the Company:


(i)            the
Executive shall immediately vest in an additional number of shares under all
outstanding options and restricted stock units as if he had performed twelve
(12) additional months of service; and


(ii)           if
within twelve (12) months following the occurrence of the Change of Control,
one of the following events occurs:


(A)  the
Executive’s employment is terminated by the Company without Cause; or



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(B)  the
Executive resigns for Good Reason


then the Executive shall immediately vest as to all shares under all
outstanding options and restricted stock units and the Company shall pay the
Executive, in a lump sum, an amount equal to: 
(i) the then current year’s Target Bonus prorated for the number of days
of Executive is employed in said year; (ii) one year’s Base Salary; and (iii)
the greater of the then current year’s Target Bonus or the actual prior year’s
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 Subsection (b) or (c)
above applies, and if the Executive elects to continue his health insurance
coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) following
the termination of his Employment, then the Company shall pay the Executive’s
monthly premium under COBRA 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.


(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 Employee Proprietary Information and Inventions
Agreement between the Executive and the Company;


(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 Executive,
or any act of dishonesty by Executive in connection with the performance of his
duties for the Company that adversely affects the business or affairs of the
Company; or


(v)           Intentional
misconduct or the Executive’s failure to satisfactorily perform his/her duties
after having received written notice of such failure and at least thirty (30)
days to cure such failure.


The foregoing shall not be deemed an exclusive list of
all acts or omissions that the Company may consider as grounds for the
termination of the Executive’s Employment.


(f)    Definition
of ”Good Reason.”  For all purposes under this Agreement,
the Executive’s resignation for “Good Reason” shall mean the Executive’s
resignation within ninety (90) days the occurrence of any one or more of the
following events:


(i)            The
Executive’s position, authority or responsibilities being significantly
reduced;


(ii)           The
Executive being asked to relocate his principal place of employment such that
his commuting distance from his residence prior to the Change of Control is
increased by over thirty-five (35) miles;



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(iii)          The
Executive’s annual Base Salary or bonus being reduced; or


(iv)          The
Executive’s benefits being materially reduced.


(g)   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 Common Stock.


(h)   Section 409A.
Notwithstanding anything to the contrary in this Agreement, any cash severance
payments otherwise due to Executive pursuant to this Section 6 or
otherwise on or within the six-month period following Executive’s termination
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
Executive’s termination, provided, that such cash severance payments will be
paid earlier, at the times and on the terms set forth in the applicable
provisions of this Section 6, if the Company reasonably determines that
the imposition of additional tax under Section 409A of the Internal Revenue
Code of 1986, as amended (“Code Section 409A”), will not apply to an earlier
payment of such cash severance payments. 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 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.


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,



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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 a Proprietary Information and
Inventions Agreement with the Company, dated December 21, 1998, which is
incorporated herein by reference.


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)   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.             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 him at the home address which he 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 Proprietary
Information and Inventions Agreement 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)   Choice
of Law.  The validity,
interpretation, construction and performance of this Agreement shall be
governed by the laws of the State of California (except provisions governing
the choice of law).



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(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)   Arbitration.  Each party agrees that any and all disputes
which arise out of or relate to the Executive’s employment, the termination of
the Executive’s employment, or the terms of this Agreement shall be resolved
through final and binding arbitration. 
Such arbitration shall be in lieu of any trial before a judge and/or
jury, and the Executive and Company expressly waive all rights to have such
disputes resolved via trial before a judge and/or jury.  Such disputes shall include, without
limitation, claims for breach of contract or of the covenant of good faith and
fair dealing, claims of discrimination, claims under any federal, state or local
law or regulation now in existence or hereinafter enacted and as amended from
time to time concerning in any way the subject of the Executive’s employment
with the Company or its termination.  The
only claims not covered by this Agreement to arbitrate disputes are:  (i) claims for benefits under the
unemployment insurance benefits; (ii) claims for workers’ compensation benefits
under any of the Company’s workers’ compensation insurance policy or fund;
(iii) claims arising from or relating to the non-competition provisions of this
Agreement; and (iv) claims concerning the validity, infringement, ownership, or
enforceability of any trade secret, patent right, copyright, trademark or any
other intellectual property right, and any claim pursuant to or under any
existing confidential/proprietary/trade secrets information and inventions
agreement(s) such as, but not limited to, the Proprietary Information and
Inventions Agreement.  With respect to
such disputes, they shall not be subject to arbitration; rather, they will be
resolved pursuant to applicable law.


Arbitration shall be conducted in accordance with the
National Rules for the Resolution of Employment Disputes of the American
Arbitration Association (“AAA Rules”), provided, however, that the arbitrator
shall allow the discovery authorized by California Code of Civil
Procedure section 1282, et seq., or any
other discovery required by applicable law in arbitration proceedings,
including, but not limited to, discovery available under the applicable state
and/or federal arbitration statutes.  Also,
to the extent that any of the AAA Rules or anything in this arbitration section
conflicts with any arbitration procedures required by applicable law, the
arbitration procedures required by applicable law shall govern.


Arbitration will be conducted in Santa Clara County,
California or, if the Executive does not reside within 100 miles of Santa Clara
County at the time the dispute arises, then the arbitration may take place in
the largest metropolitan area within 50 miles of the Executive’s place of
residence when the dispute arises.


During the course of the arbitration, the Executive
and the Company will each bear equally the arbitrator’s fee and any other type
of expense or cost of arbitration, unless applicable law requires otherwise,
and each shall bear their own respective attorneys’ fees incurred in connection
with the arbitration.  The arbitrator
will not have authority to award attorneys’ fees unless a statute or contract
at issue in the dispute authorizes the award of attorneys’ fees to the prevailing
party. In such case, the arbitrator shall have the authority to make an award
of attorneys’ fees as required or permitted by the applicable statute or
contract.  If there is a dispute as to
whether the Executive or the Company is the prevailing party in the
arbitration, the arbitrator will decide this issue.


The arbitrator shall issue a written award that sets
forth the essential findings of fact and conclusions of law on which the award
is based.  The arbitrator shall have the
authority to award any relief authorized by law in connection with the asserted
claims or disputes.  The arbitrator’s
award shall



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be subject to correction, confirmation, or vacation,
as provided by applicable law setting forth the standard of judicial review of
arbitration awards.  Judgment upon the
arbitrator’s award may be entered in any court having jurisdiction thereof.


(h)   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.


(i)    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.


[The remainder of this page
intentionally left blank.]



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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.


	
   

  	
  LEN M. HEDGE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Len M. Hedge

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALIGN TECHNOLOGY,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas M.
  Prescott

  	
   

  
	
   

  	
  By:  Thomas M. Prescott

  
	
   

  	
  Title:  President and CEO

  



 



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