Exhibit 10.19
SEVERANCE AGREEMENT AND GENERAL RELEASE
THIS SEPARATION AND GENERAL RELEASE AGREEMENT ("AGREEMENT") IS MADE BY AND
BETWEEN SONIA CLARK ("CLARK" OR "EMPLOYEE") AND ALIGN TECHNOLOGY, INC. ("ALIGN"
OR THE "COMPANY").
R E C I T A L S
WHEREAS, CLARK HAS BEEN FOR A TIME EMPLOYED BY ALIGN;
WHEREAS, THE COMPANY AND CLARK HAVE ENTERED INTO AN AMENDED AND RESTATED
EMPLOYMENT AGREEMENT DATED MAY 5, 2008 (THE "EMPLOYMENT AGREEMENT"), WHICH
PROVIDED FOR AN INDIVIDUALLY NEGOTIATED SEVERANCE PACKAGE IN THE EVENT OF THE
TERMINATION OF HER EMPLOYMENT UNDER CERTAIN CIRCUMSTANCES;
WHEREAS, THE PARTIES AGREE THAT CLARK SHALL CEASE TO BE AN EXECUTIVE OFFICER OF
THE COMPANY AND OTHERWISE CEASE PERFORMING SERVICES AND HER EMPLOYMENT WITH THE
COMPANY SHALL BE TERMINATED ON DECEMBER 31, 2008 (THE "TERMINATION DATE");
WHEREAS, CLARK AND ALIGN (TOGETHER "THE PARTIES") WISH PERMANENTLY TO RESOLVE
ALL DISPUTES THAT EXIST NOW OR MAY EXIST BETWEEN THEM IN THE FUTURE ARISING OUT
OF CLARK'S EMPLOYMENT WITH ALIGN AND THE TERMINATION THEREOF AND THAT SUCH
RESOLUTION SHALL CONSTITUTE A GENERAL RELEASE AS DESCRIBED BELOW;
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE PROMISES AND UNDERTAKINGS
DESCRIBED BELOW, THE PARTIES AGREE AS FOLLOWS:
1.
IN CONSIDERATION FOR THIS AGREEMENT,
THE COMPANY SHALL PROVIDE THE FOLLOWING TO CLARK:
A.
IN ACCORDANCE WITH SECTION 6(B) OF THE EMPLOYMENT AGREEMENT,
FOLLOWING THE EXECUTION OF THIS AGREEMENT AND AFTER THE EXPIRATION OF THE
REVOCATION PERIOD REFERRED TO IN PARAGRAPH 7 BELOW, ALIGN SHALL PAY TO CLARK THE
TOTAL AMOUNT OF SEVEN HUNDRED AND TWENTY TWO THOUSAND FIVE HUNDRED AND SEVENTY
FIVE DOLLARS AND SEVENTY CENTS ($722,575.70) TO BE PAID IN A LUMP SUM, LESS
APPLICABLE DEDUCTIONS AND WITHHOLDINGS, WHICH REPRESENTS AN AMOUNT EQUAL TO:
(A) $160,192.50, WHICH AMOUNT EQUALS THE FISCAL YEAR 2008 TARGET BONUS;
(B) $266,987.50, WHICH AMOUNT EQUALS ONE YEAR'S BASE SALARY; (C) $266,987.50,
WHICH AMOUNT EQUALS THE GREATER OF THE THEN-2008 TARGET BONUS OR THE ACTUAL
PRIOR YEAR'S BONUS; (D) $25,808.20, WHICH AMOUNT EQUALS TWELVE MONTHS OF COBRA;
AND (E) $2,600, FOR OUTPLACEMENT SERVICES.
B.
IN ACCORDANCE WITH SECTION 6(B) OF THE EMPLOYMENT AGREEMENT, AS
OF THE TERMINATION DATE, CLARK SHALL IMMEDIATELY CONDITIONALLY VEST IN AN
ADDITIONAL NUMBER OF SHARES UNDER ALL OUTSTANDING OPTIONS AND RESTRICTED STOCK
UNITS AS IF CLARK HAD PERFORMED TWELVE (12) ADDITIONAL MONTHS OF SERVICE
MEASURED FROM THE TERMINATION DATE, SUBJECT TO CLARK'S EXECUTION OF THIS
AGREEMENT AND PROVIDED THAT SHE DOES NOT REVOKE THIS AGREEMENT AS ALLOWED IN
PARAGRAPH 7 BELOW AND THE EXERCISE RIGHTS WITH RESPECT TO SUCH CONDITIONALLY
VESTED SHARES SHALL BE SUSPENDED UNTIL SUCH EXECUTION AND EXPIRATION OF SUCH
REVOCATION PERIOD.
2.
IN EXCHANGE FOR THE FOREGOING
CONSIDERATION AND OTHER GOOD AND VALUABLE CONSIDERATION SET FORTH HEREIN, CLARK
AGREES AS FOLLOWS:
A.
CLARK WARRANTS AND AGREES THAT THE COMPANY, ITS PREDECESSORS,
SUCCESSORS AND ASSIGNS HAVE PAID CLARK ANY AND ALL COMPENSATION DUE TO HER,
INCLUDING VACATION PAY, SALARY, OTHER WAGES OR EXPENSES, AND ALL COMPENSATION OF
ANY TYPE, EXCEPT AS IDENTIFIED IN PARAGRAPH 1 ABOVE, DUE OR DUE TO BECOME DUE
AND