EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This AGREEMENT is entered into as of September 12, 2005, by and between Gil Laks
(the "Executive") and Align Technology, Inc., a Delaware corporation (the
"Company").
WHEREAS, the Executive is currently employed by the Company as Vice President,
International;
WHEREAS, the Company desires to increase the duties and responsibilities of the
Executive and appoint the Executive as an executive officer of the Company to
serve at the discretion of the Board of Directors;
WHEREAS, the Executive desires to accept such appointment on the terms and
conditions set forth herein;
NOW THEREFORE, in consideration of the premises and the mutual covenants set
forth below, the parties hereby agree as follows:
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, INTERNATIONAL.
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, INTERNATIONAL 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
1
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 SEPTEMBER 12, 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 $215,000, PAYABLE IN
ACCORDANCE WITH THE COMPANY'S STANDARD PAYROLL SCHEDULE.
THE COMPENSATION
SPECIFIED IN THIS SUBSECTION (A), TOGETHER WITH ANY ADJUSTMENTS BY THE