Exhibit 10.19A
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT is entered into on [DATE] by and between [EXECUTIVE
(the "Executive") and Align Technology, Inc., a Delaware corporation (the
"Company").
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
[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 [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.
(D)
COMMENCEMENT DATE.
THE EXECUTIVE COMMENCED FULL-TIME EMPLOYMENT IN THE
POSITION SET FORTH IN SECTION 1 (A) ABOVE, EFFECTIVE [DATE].
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 OF [SALARY] 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 THE EXECUTIVE WITH AN OPPORTUNITY TO EARN A
POTENTIAL ANNUAL BONUS EQUAL TO [60%][70% IN THE CASE OF LEN HEDGE] 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