EXHIBIT 10.2
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is entered into
as of April 5, 2007, by and between Roger E. George (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, LEGAL AND CORPORATE AFFAIRS, 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, LEGAL AND CORPORATE AFFAIRS, GENERAL COUNSEL AND CORPORATE
SECRETARY, 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 $279,656, 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.