Exhibit 10.3
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into effective as of
May 5, 2008 by and between [EXECUTIVE] (the "Executive") and Align
Technology, Inc., a Delaware corporation (the "Company"). This Agreement
supersedes and replaces in its entirety that certain Employment Agreement dated
[INSERT DATE] between the Executive and the Company.
WHEREAS, the Company and Executive (the "Parties") have previously entered into
an Employment Agreement dated as of [INSERT DATE]
(the "Prior Employment
Agreement") pursuant to which the Parties agreed to certain terms and conditions
related to Executive's employment with the Company and certain other related
matters.
WHEREAS, in connection with the adoption of Rule 409A of the Internal Revenue
Code of 1986, as amended ("Code Section 409A"), the Parties which to amend the
Prior Employment Agreement to, among other things, comply with Code
Section 409A.
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 VICE PRESIDENT, [INSERT TITLE].
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 EXECUTIVE'S ABILITIES PERFORM SUCH OTHER
SERVICES CONSISTENT WITH EXECUTIVE'S POSITION AS VICE PRESIDENT, [INSERT TITLE]
AS MAY FROM TIME TO TIME BE ASSIGNED TO EXECUTIVE BY THE CEO.
(B)
OBLIGATIONS TO THE COMPANY.
DURING THE TERM OF THE EXECUTIVE'S
EMPLOYMENT, THE EXECUTIVE SHALL DEVOTE 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 EXECUTIVE IS UNDER NO OBLIGATIONS OR COMMITMENTS, WHETHER
CONTRACTUAL OR OTHERWISE, THAT ARE INCONSISTENT WITH 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.
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