Exhibit 10.1
EMPLOYMENT AGREEMENT
This AGREEMENT is entered into as of June 21, 2005, by and between Dan Ellis
(the "Executive") and Align Technology, Inc., a Delaware corporation (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, NORTH AMERICAN SALES.
THE EXECUTIVE SHALL
REPORT TO THE CHIEF EXECUTIVE OFFICER.
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, NORTH AMERICAN SALES AS
MAY FROM TIME TO TIME BE ASSIGNED TO HIM BY THE CHIEF EXECUTIVE OFFICER (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.
(D)
COMMENCEMENT DATE.
THE EXECUTIVE COMMENCED
FULL-TIME EMPLOYMENT ON JUNE 21, 2005.
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 $225,000, 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."
1
(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 60.0% 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