SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the registrant [X]

Filed by a party other than the registrant [_]
Check the appropriate box:
[_] Preliminary proxy statement
[X] Definitive proxy statement
[_] Definitive additional materials
[_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

ALIGN TECHNOLOGY, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and 0-
11.

(1) Title of each class of securities to which transaction applies:

N/A

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(2) Aggregate number of securities to which transaction applies:

N/A

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Rule 0-11 (Set forth the amount on which the

N/A

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(4) Proposed maximum aggregate value of transaction:

N/A

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(5) Total fee paid:
N/A

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[_] Fee paid previously with preliminary materials:

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

(1) Amount previously paid:

N/A

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(2) Form, schedule or registration statement no.:

N/A

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(3) Filing party:

N/A

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(4) Date filed:

N/A

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ALIGN TECHNOLOGY, INC.
851 Martin Avenue
Santa Clara, CA 95050
(408) 470-1000

---------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 2001
---------------------------------------------

TO THE STOCKHOLDERS OF ALIGN TECHNOLOGY, INC.:

The annual meeting of stockholders of ALIGN TECHNOLOGY, INC., a Delaware
corporation (the "Company"), will be held on Tuesday, May 15, 2001 at 2:00
p.m., local time, at 881 Martin Avenue, Santa Clara, California for the
following purposes:

1. To elect six members of the Company's Board of Directors to serve until
the Company's annual meeting following the end of fiscal year 2001 or
until their successors are duly elected and qualified;

2. To ratify the appointment of the firm of PricewaterhouseCoopers LLP as
independent accountants of the Company for the fiscal year ending 2001;
and

3. To transact such other business as may properly come before the annual
meeting and any adjournment or postponement thereof.

The foregoing matters are described in more detail in the enclosed proxy
statement. The Board of Directors has fixed the close of business on March 19,
2001 as the record date for the determination of the stockholders entitled to
notice of, and to vote at, the annual meeting and any postponement or
adjournment thereof. Only those stockholders of record of the Company as of the
close of business on that date will be entitled to vote at the annual meeting
or any postponement or adjournment thereof. A list of stockholders entitled to
vote at the annual meeting will be available for inspection at the executive
offices of the Company.

All stockholders are cordially invited to attend the meeting in person.
Whether or not you plan to attend, please sign and return the enclosed proxy as
promptly as possible in the envelope enclosed for your convenience. Should you
receive more than one proxy because your shares are registered in different
names and addresses, each proxy should be signed and returned to assure that
all of your shares will be voted. You may revoke your proxy at any time prior
to the annual meeting. If you attend the annual meeting and vote by ballot,
your proxy will be revoked automatically and only your vote at the annual
meeting will be counted.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY, COMPLETE, SIGN AND DATE THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED
ENVELOPE.

By Order of the Board of Directors,
/s/ Kelsey Wirth
Kelsey Wirth
President and Secretary

Santa Clara, California
April 13, 2001

ALIGN TECHNOLOGY, INC.
851 Martin Avenue
Santa Clara, CA 95050
(408) 470-1000

-----------------
PROXY STATEMENT
-----------------

Your vote at the annual meeting is important to us. Please vote your shares
of common stock by completing the enclosed proxy card and returning it to us in
the enclosed envelope. This proxy statement has information about the annual
meeting and was prepared by our management for the board of directors. This
proxy statement and the accompanying proxy card are first being mailed to you
on or about April 13, 2001.

GENERAL INFORMATION ABOUT VOTING

Who can vote?

You can vote your shares of common stock if our records show that you owned
the shares on March 19, 2001. A total of 47,791,531 shares of common stock can
vote at the annual meeting. You get one vote for each share of common stock.
The enclosed proxy card shows the number of shares you can vote.

How do I vote by proxy?

Follow the instructions on the enclosed proxy card to vote on each proposal
to be considered at the annual meeting. Sign and date the proxy card and mail
it back to us in the enclosed envelope. If the proxy card is properly signed
and returned, the proxyholders named on the proxy card will vote your shares as
you instruct. If you sign and return the proxy card but do not vote on a
proposal, the proxyholders will vote for you on that proposal. Unless you
instruct otherwise, the proxyholders will vote FOR each of the six director
nominees and FOR each of the other proposals to be considered at the meeting.

What if other matters come up at the annual meeting?

The matters described in this proxy statement are the only matters we know
will be voted on at the annual meeting. If other matters are properly presented
at the meeting, the proxyholders will vote your shares as they see fit.

Can I change my vote after I return my proxy card?

Yes. At any time before the vote on a proposal, you can change your vote
either by filing with our Secretary at our principal executive offices at 851
Martin Avenue, Santa Clara, CA 95050, a written notice revoking your proxy card
or by signing, dating and returning to us a new proxy card. We will honor the
proxy card with the latest date. You may also revoke your proxy by attending
the annual meeting and voting in person.

Can I vote in person at the annual meeting rather than by completing the proxy
card?

Although we encourage you to complete and return the proxy card to ensure
that your vote is counted, you can attend the annual meeting and vote your
shares in person.

What do I do if my shares are held in "street name"?

If your shares are held in the name of your broker, a bank, or other
nominee, that party should give you instructions for voting your shares.

How are votes counted?

We will hold the annual meeting if holders of a majority of the shares of
common stock entitled to vote either sign and return their proxy cards or
attend the meeting. If you sign and return your proxy card, your shares will be
counted to determine whether we have a quorum even if you abstain or fail to
vote on any of the proposals listed on the proxy card.

If your shares are held in the name of a nominee, and you do not tell the
nominee how to vote your shares (so-called "broker nonvotes"), the nominee can
vote them as it sees fit only on matters that are determined to be routine, and
not on any other proposal. Broker nonvotes will be counted as present to
determine if a quorum exists but will not be counted as present and entitled to
vote on any nonroutine proposal.

Who pays for this proxy solicitation?

The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing and mailing of this proxy statement, the proxy
and any additional solicitation materials furnished to the stockholders. Copies
of solicitation materials will be furnished to brokerage houses, fiduciaries
and custodians holding shares in their names that are beneficially owned by
others so that they may forward this solicitation material to such beneficial
owners. In addition, the Company may reimburse such persons for their costs in
forwarding the solicitation materials to such beneficial owners. The original
solicitation of proxies by mail may be supplemented by a solicitation by
telephone, facsimile, email or other means by directors, officers or employees
of the Company. No additional compensation will be paid to these individuals
for any such services. Except as described above, the Company does not
presently intend to solicit proxies other than by mail.

STOCKHOLDER PROPOSALS

To be included in the proxy statement and form of proxy relating to the
annual meeting to be held in 2002, a stockholder proposal must be received by
Kelsey Wirth, President and Secretary, Align Technology, Inc., 851 Martin
Avenue, Santa Clara, CA 95050 no later than December 14, 2001. If the Company
is not notified of a stockholder proposal by February 28, 2002, then the proxy
solicited by the board of directors for the 2002 annual meeting will confer
discretionary authority to vote against such stockholder proposals.

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

At the annual meeting, six directors (constituting the entire board) are to
be elected to serve until the next annual meeting of stockholders and until a
successor for such director is elected and qualified, or until the death,
resignation or removal of such director. It is intended that the proxies will
be voted for the six nominees named below for election to the Company's Board
of Directors unless authority to vote for any such nominee is withheld. There
are six nominees, each of whom is currently a director of the Company. Each
person nominated for election has agreed to serve if elected, and the Board of
Directors has no reason to believe that any nominee will be unavailable or will
decline to serve. In the event, however, that any nominee is unable or declines
to serve as a director at the time of the annual meeting, the proxies will be
voted for any nominee who is designated by the current Board of Directors to
fill the vacancy. Unless otherwise instructed, the proxyholders will vote the
proxies received by them for the nominees named below. The proxies solicited by
this proxy statement may not be voted for more than six nominees.

NOMINEES

The directors of the Company, and their ages as of March 19, 2001, are as
follows:

Name Age Position
---- --- --------

Zia Chishti........ 29 Chief Executive Officer and Chairman of the Board
Kelsey Wirth....... 31 President, Secretary and Director
H. Kent Bowen (1).. 59 Director
Brian Dovey
(1)(2)............ 59 Director
Joe Lacob (2)...... 43 Director
Mark Logan (1)(2).. 62 Director

- --------
(1) Member of compensation committee.

(2) Member of audit committee.

DIRECTORS TO BE ELECTED AT THE 2001 ANNUAL MEETING

Zia Chishti is one of our founders and has served as our Chief Executive
Officer and the Chairman of our Board of Directors since inception. From July
1992 to September 1995, Mr. Chishti worked for Morgan Stanley's investment
banking division. Mr. Chishti received his M.B.A. from Stanford University's
Graduate School of Business and his B.S. and B.A. from Columbia College.

Kelsey Wirth is one of our founders and has served as our President and
Secretary and as a director since inception. From 1993 to 1995, Ms. Wirth
worked for the Environmental Working Group and World Resources Institute as an
environmental consultant, and in 1992 she worked for the Lamm Senate campaign
as director of constituency outreach. Ms. Wirth received her M.B.A. from
Stanford University's Graduate School of Business and her B.A. from Harvard
College.

H. Kent Bowen has served as a director since May 2000. Mr. Bowen has been
the Bruce Rauner Professor in Business Administration at Harvard University's
Graduate School of Business Administration since 1992. Professor Bowen's
current research and teaching is in the field of operations and technology
management. From 1975 to 1992, Professor Bowen was the Ford Professor of
Engineering at the Massachusetts Institute of Technology, where he was the
founder of Leaders for Manufacturing, a joint research and education program
developed by M.I.T.'s School of Engineering and the Sloan School of Management.
At M.I.T., Professor Bowen's research focused on advanced materials, materials
processing, technology management and manufacturing. Professor Bowen is a
member of the National Academy of Engineering and the American Academy of Arts
and Sciences, a fellow of the American Association for the Advancement of
Science, and a member of several

professional societies. He serves as a director of Ceramics Process Systems, a
developer of thermal solutions, and for a number of private companies. He
received his Ph.D. from M.I.T. in Engineering, and his B.S. from the University
of Utah.

Brian Dovey has served as a director since July 1998. Mr. Dovey has been a
Managing Member of Domain Associates, L.L.C., a venture capital firm, since
1988. Since joining Domain, he has served as Chairman of Athena Neurosciences,
Creative BioMolecules, Inc. (now Curis, Inc.) and Univax Biologics. Mr. Dovey
is currently a director of Connetics Corporation and Ista Pharmacitules Inc.,
both biopharmaceutical companies and Cardiac Sciences, a developer of cardiac
defibrillator devices, as well as several private companies. From 1986 to 1988,
Mr. Dovey served Rorer Group (now Aventis) as President. Mr. Dovey has served
as both President and Chairman of the National Venture Capital Association and
is on the Board of Trustees for the Cornell Institute and the University of
Pennsylvania School of Nursing. Mr. Dovey is a former Board Member of the
Health Industry Manufacturers Association and the Non-Prescription Drug
Manufacturers Association. Mr. Dovey received his M.B.A. from Harvard
University's Graduate School of Business and his B.A. from Colgate University.

Joseph Lacob has served as a director since August 1997 and has been a
Partner of Kleiner Perkins Caufield and Byers, a venture capital firm, since
May 1987. Prior to that, Mr. Lacob was an executive with Cetus Corporation, a
biotechnology company, and FHP International, a health maintenance organization
and the management consulting firm of Booz, Allen & Hamilton. Since joining
Kleiner Perkins Caufield and Byers in 1987, Mr. Lacob has led Kleiner Perkins
Caufield and Byers' investments in over 30 life science companies, including
the start-up or incubation of a dozen ventures. He leads Kleiner Perkins
Caufield and Byers' growing medical technology practice, which includes over 30
therapeutic and diagnostic medical device companies. Mr. Lacob is also active
in Kleiner Perkins Caufield and Byers' new media and e-commerce company
initiatives. Mr. Lacob currently serves on the board of directors of three
public companies including Corixa Corporation, a biopharmaceutical company,
Heartport, Inc., a medical device company, and SportsLine.com, an Internet-
based sports media company, as well as several other privately held companies.
Mr. Lacob received his M.B.A. from Stanford University's Graduate School of
Business, his M.P.H. in Public Health from University of California at Los
Angeles and his B.S. in Biological Sciences from the University of California
at Irvine.

Mark Logan has served as a director since May 2000. Mr. Logan is Chairman of
the Board of VISX, Inc., a medical equipment manufacturing company which he
joined in November 1994, and he served as Chief Executive Officer until
February 2001. From 1992 to 1994, Mr. Logan was Chairman of the Board,
President and Chief Executive Officer of Insmed Pharmaceuticals, Inc., a
development stage biopharmaceutical company. From 1981 to 1985, Mr. Logan was
President of Bausch and Lomb's Health Care and Consumer Group and also served
on the board of directors. From 1975 to 1981, Mr. Logan served as Consumer
Group President of Becton, Dickinson & Co.'s worldwide diabetes syringe
business. From 1967 to 1974, Mr. Logan served as President and General Manager
of American Home Products Corporation's Mexican subsidiary. He serves as a
director on the boards of Abgenix, Inc., a biopharmaceutical company, VIVUS,
Inc., a drug development company, and Somnus Medical Technologies, Inc., a
medical device company. Mr. Logan is a graduate of Hiram College, the Program
for Management Development at Harvard University and was a Woodrow Wilson
Fellow at New York University.

VOTE REQUIRED

The six candidates receiving the highest number of affirmative votes of the
shares entitled to vote at the annual meeting will be elected directors of the
Company.

RECOMMENDATION OF THE BOARD OF DIRECTORS

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES
NAMED ABOVE.

THE BOARD OF DIRECTORS AND COMMITTEES

Our Board of Directors held five meetings and acted by written consent on
three occasions during the year ended December 31, 2000. All directors attended
or participated in more than 75% of the aggregate of (i) the total number of
meetings of the Board of Directors and (ii) the total number of meetings of the
committees of the Board of Directors on which they served.

The audit committee currently consists of three independent directors,
Messrs. Dovey, Lacob and Logan. The audit committee did not meet during the
year ended December 31, 2000. The audit committee reviews and supervises our
financial controls, including the selection of our independent accountants,
reviews our books and accounts, meets with our officers regarding our financial
controls, acts upon recommendations of our auditors and takes further actions
as the audit committee deems necessary to complete an audit of our books and
accounts. The audit committee also performs other duties as may from time to
time be determined.

The board adopted and approved a charter for the audit committee in November
2000, a copy of which is attached hereto as Appendix A. The board has
determined that all members of the audit committee are "independent" as that
term is defined in Rule 4200 of the listing standards of the National
Association of Securities Dealers.

The compensation committee currently consists of three directors, Messrs.
Bowen, Dovey and Logan. The compensation committee met twice during the year
ended December 31, 2000. The compensation committee reviews and approves the
compensation and benefits for our executive officers, administers our
compensation and stock plans, makes recommendations to the Board of Directors
regarding these matters and performs other duties as may from time to time be
determined by the board.

Director Compensation

We currently do not compensate any non-employee member of the board for
their service as board members, except in some cases through the grant of stock
options. Directors who are also employees do not receive additional
compensation for serving as directors.

Under the Automatic Option Grant Program of our 2001 Stock Incentive Plan,
which was approved by our board and stockholders in January 2001, non-employee
directors receive automatic option grants covering 8,000 shares of common stock
on the date of each annual meeting of stockholders during his or her period of
continued service on the board, provided that the individual has served as a
non-employee board member for at least six months. The shares vest upon
completion of one year of board service measured from the grant date. Each new
non-employee board member will receive, at the time of his or her initial
election or appointment to the board, an automatic option grant for 32,000
shares which will vest in four successive equal annual installments over his or
her first four years of board service.

Each option under the Automatic Option Grant Program will become fully
vested and exercisable for all the option shares upon (i) certain changes in
ownership or control of the Company or (ii) the death or permanent disability
of the Optionee while serving as a board member. Upon the successful completion
of a hostile tender offer for more than 50% of the Company's outstanding voting
stock, each such option may be surrendered to the Company for a cash
distribution per surrendered option share in an amount equal to the excess of
(a) the tender offer price paid per share of Common Stock over (b) the exercise
price payable for such option share.

The 2001 Stock Incentive Plan also contains a director fee option grant
program. Should this program be activated in the future, each non-employee
board member will have the opportunity to apply all or a portion of any annual
retainer fee otherwise payable in cash to the acquisition of an option with an
exercise price below the then fair market value of our shares. Non-employee
directors are also eligible to receive discretionary option grants and direct
stock issuances under our 2001 Stock Incentive Plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The compensation committee of the Board of Directors was formed in November
2000, and the current members of the compensation committee are Messrs. Bowen,
Dovey and Logan. None of the members of the compensation committee of the Board
of Directors was at any time since the formation of the Company an officer or
employee of the Company. No executive officer serves as a member of the Board
of Directors or compensation committee of any entity that has one or more
executive officers serving on our Board of Directors or our compensation
committee of the Board of Directors.

PROPOSAL NO. 2:

RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Company is asking the stockholders to ratify the selection of
PricewaterhouseCoopers LLP as the Company's independent public accountants for
the fiscal year ending December 31, 2001.

In the event the stockholders fail to ratify the appointment, the audit
committee of the Board of Directors will consider it as a direction to select
other auditors for the subsequent year. Even if the selection is ratified, the
board in its discretion may direct the appointment of a different independent
accounting firm at any time during the year if the board determines that such a
change would be in the best interest of the Company and its stockholders.

A representative of PricewaterhouseCoopers LLP is expected to be present at
the annual meeting, will have the opportunity to make a statement if he or she
desires to do so, and will be available to respond to appropriate questions.

VOTE REQUIRED

The ratification of the appointment of PricewaterhouseCoopers LLP as the
Company's independent accountants for the year ending December 31, 2001
requires the affirmative vote of a majority of the outstanding voting shares of
the Company present or represented and voting at the annual meeting, together
with the affirmative vote of the majority of the required quorum.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE PROPOSAL TO
RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
PUBLIC ACCOUNTANTS

OTHER MATTERS

Our Board of Directors knows of no other business that will be presented at
the annual meeting. If any other business is properly brought before the annual
meeting, proxies in the enclosed form will be voted in respect thereof in
accordance with the recommendation of the Board of Directors. Discretionary
authority with respect to such other matters is granted by the execution of the
enclosed proxy.

MANAGEMENT

Officers, Directors

The following table sets forth certain information regarding our executive
officers and directors as of March 19, 2001:

Name Age Position
- ---- --- --------

Zia Chishti............. 29 Chief Executive Officer and Chairman of the Board
Kelsey Wirth............ 31 President, Secretary and Director
Stephen Bonelli......... 38 Chief Financial Officer and Vice President, Finance
Amir Abolfathi.......... 36 Vice President, Research and Development
Joe Breeland............ 48 Vice President, Sales
Jon Fjeld............... 49 Vice President, Engineering
Len Hedge............... 43 Vice President, Manufacturing
James Heslin............ 50 Vice President, General Counsel
Christian Skieller...... 52 Vice President, Operations
Ike Udechuku............ 35 Vice President, Corporate Strategy
Ken Vargha.............. 36 Vice President, Marketing
Ross Miller, DDS, MS.... 40 Chief Clinical Officer
Peter Riepenhausen...... 64 Chairman, Align Technology, Europe
Charlie Wen............. 34 Chief Technology Officer
H. Kent Bowen(1)........ 59 Director
Brian Dovey(1)(2)....... 59 Director
Joe Lacob(2)............ 43 Director
Mark Logan(1)(2)........ 62 Director

- --------
(1) Member of compensation committee.

(2) Member of audit committee.

Stephen Bonelli has served as our Chief Financial Officer and Vice President
of Finance since November 2000. From April 2000 to November 2000, Mr. Bonelli
was a financial consultant for various medical device and telecommunications
companies. From February 2000 to April 2000, Mr. Bonelli was the Chief
Financial Officer and Treasurer at Oplink Communications, Inc., an optical
networking components company. Prior to joining Oplink, Mr. Bonelli was the
Chief Financial Officer, Vice President of Finance and Administration and
Treasurer of General Surgical Innovations, Inc., a medical device company, from
September 1994 until shortly after General Surgical Innovations was acquired by
Tyco International Ltd. in November 1999. From November 1993 to August 1994,
Mr. Bonelli held a financial management position at Coactive Computing
Corporation, a computer networking company. Mr. Bonelli received his B.S. in
business administration from California Polytechnic State University, San Luis
Obispo. Mr. Bonelli is a Certified Public Accountant.

Amir Abolfathi has served as our Vice President of Research and Development
since March 2000. From November 1999 to March 2000, Mr. Abolfathi served as our
Senior Director of Planning and Execution. Mr. Abolfathi served as a consultant
for a number of medical device companies from February 1999 through November
1999. From April 1995 through January 1999, Mr. Abolfathi served as Senior
Director of Research and Development for EndoTex Interventional Systems, Inc.,
a company focused on the treatment of neurovascular diseases which he co-
founded. From 1991 to 1995, he served as Program Manager at Pfizer, Inc. From
1989 to 1991, Mr. Abolfathi served as Group Leader of Reliability Engineering
at Guidant Corporation. Mr. Abolfathi received his M.S. in engineering
management from the University of Southern California and his B.S. in
biomedical engineering from the University of California at San Diego.

Joe Breeland has served as our Vice President of Sales since August 1998.
Mr. Breeland was Regional Manager for the "A" Company Orthodontics, a leading
manufacturer of orthodontic devices. Prior to that, Mr. Breeland served as
Southwest Regional Manager for Allergan, Inc., a manufacturer and distributor
of ophthalmic implantables and associated capital equipment, and National Sales
Director for Ioptex Research, a manufacturer of intraocular lenses. Mr.
Breeland received his M.B.A. from Golden Gate University and his B.S. in
pharmacy from the University of Texas.

Mr. Fjeld has served as our Vice President of Engineering since December
2000. Prior to joining us, Mr. Fjeld was the President and Chief Executive
Officer of Raindrop Geomagic, Inc., a software company. From January 1998
through June 1998, Mr. Fjeld served as a Vice President of Larscom, Inc., a
networking company. From August 1995 through December 1997, Mr. Fjeld served in
various positions at Netedge Systems, Inc., a networking company, including
Vice President of Marketing and later as President and Chief Executive Officer.
Mr. Fjeld receieved his M.B.A. from Duke University, his Ph.D and M.A. from the
University of Toronto, his M.S. from the University of North Carolina and his
B.A. from Bishop's University.

Len Hedge has served as our Vice President of Manufacturing since January
1999. Mr. Hedge served as Vice President of Operations for Plynetics Express
Corporation, a rapid-prototyping and stereolithography services supplier, from
December 1996 to December 1998. From October 1991 to December 1996, Mr. Hedge
worked at Beckman Instruments Corporation as Manager for Prototype
Manufacturing and Process Development. Prior to joining Beckman, Mr. Hedge
spent 13 years with General Dynamics Corporation, holding positions of
increasing responsibility from Machinist to Manager of Mechanical Fabrication.
Mr. Hedge received his B.S. from La Verne University.

James Heslin has served as our Vice President and General Counsel since
August 2000. Since 1986, Mr. Heslin has been a Partner at Townsend, Townsend
and Crew LLP. Mr. Heslin was previously head of the firm's Medical Device
Practice Group and a member of its Executive Committee. Mr. Heslin's practice
concentrates on advising clients on how to best obtain, protect, and enforce
their intellectual property rights. Prior to Townsend, Townsend and Crew LLP,
Mr. Heslin was a patent attorney with FMC Corporation and a process engineer
with Fluor Corporation. Mr. Heslin received his J.D. from the University of
California's Boalt Hall School of Law and his B.S. in chemical engineering from
University of California at Santa Barbara.

Christian Skieller has served as our Vice President of Operations since July
2000. From November 1998 to June 2000, Mr. Skieller served as Vice President of
Operations at CardioVention, a medical device company. From August 1996 through
May 1998, he was Vice President of Operations at CardioThoracic Systems, a
manufacturer of devices for cardiac surgery. From January 1992 through July
1996, Mr. Skieller served as Vice President of Manufacturing for Medtronic
CardioRhythm, a manufacturer of catheters for electrophysiology. Mr. Skieller
received his M.B.A. from Stanford University's Graduate School of Business and
his B.S. from the Technical University in Copenhagen, Denmark.

Ike Udechuku has served as our Vice President of Corporate Strategy since
November 2000. From January 2000 until July 2000, Mr. Udechuku served as one of
our consultants in various financial positions. In July 2000, he became an
employee, serving as Chief Financial Officer from July 2000 to November 2000.
From 1989 to January 2000, Mr. Udechuku worked for Morgan Stanley's investment
banking division in London,

most recently as an Executive Director. While at Morgan Stanley, Mr. Udechuku
concentrated on mergers and acquisitions and capital raising for European
clients. From 1985 to 1989, Mr. Udechuku worked for the Australian government
in the Treasury. Mr. Udechuku graduated with B.A. degrees in both economics and
law from the Australian National University in 1988.

Ken Vargha has served as our Vice President of Marketing since September
1998. From November 1994 through August 1998, Mr. Vargha served in a number of
positions for Pharmacia & Upjohn, Inc. including Brand Manager, Senior Brand
Manager and Director of Marketing. At Pharmacia & Upjohn, Mr. Vargha was
responsible for the strategic direction, marketing research, and advertising
development for Pharmacia & Upjohn's hair care brands, of which Rogaine is the
largest. Prior to that, Mr. Vargha worked in beauty care at both Maybelline,
Inc., where he was responsible for a targeted line of cosmetics, and at the
Procter & Gamble Company, where Mr. Vargha was responsible for the advertising
and launch of Pantene Pro-V styling products. Mr. Vargha received his M.B.A.
from the University of California at Los Angeles' Anderson School of Business
and his B.A. from Brigham Young University.

Ross Miller, DDS, MS, has served as our Chief Clinical Officer since July
1998. Dr. Miller served in private clinical practice for seven years prior to
joining us, most recently as Dental Director for the Tuolumne Indian Health
Center. Dr. Miller received his M.S. and B.S. in Oral Biology from the
University of California at San Francisco, his D.D.S. and Certificate of
Orthodontics from the University of California at San Francisco and his B.S. in
Biological Sciences from the University of California at Irvine.

Peter Riepenhausen has served as our Chairman, Align Technology, Europe
since September 2000. From March 1998 to September 2000, Mr. Riepenhausen was a
business consultant. From 1994 to 1998, Mr. Riepenhausen was President and
Chief Executive Officer of ReSound Corporation, a hearing aid producer. Since
September 2000, Mr. Riepenhausen has served as a director of GAP A.G. and as a
director of Advanced Polymer Systems, Inc. since 1991. From January 1987 until
September 1989, Mr. Riepenhausen served as Vice Chairman of the board of
directors of the Cooper Companies, Inc., a medical device company serving the
vision and surgical markets. Mr. Riepenhausen has also held executive positions
with Blendax-Werke R. Schneider Gmbh & Co. and PepsiCo Inc. Mr. Riepenhausen
received his Industrie-Kaufman degree in Commerce from IHK, Wuerzburg, Germany.

Charlie Wen has served as our Chief Technology Officer since July 2000,
having joined us as Director of Software Engineering in June 1998. Mr. Wen has
over 10 years of working experience specializing in high end 3D computer
graphics/animation, computational geometry and pattern recognition. From
January 1997 to June 1998, Mr. Wen served as Software Engineering Project
Manager for Sony Pictures Corporation, Special Effects Division. From December
1993 to January 1997, Mr. Wen was a Senior Software Engineer for the McNeal
Schwendler Corporation, a leading CAD/CAM/CAE software provider. Mr. Wen
received his M.S. degree in Computer Science from the California Institute of
Technology and his B.S. degree from University of Science and Technology,
China. Mr. Wen is a two-time winner of the Chinese National Mathematics Award.

Our executive officers are elected by the Board of Directors on an annual
basis and serve until their successors have been duly elected and qualified.
There are no family relationships among any of the directors or executive
officers of the Company.

EXECUTIVE COMPENSATION

Summary of Cash and Certain Other Compensation

The following table sets forth information concerning compensation earned
during the year ended December 31, 2000 by our Chief Executive Officer and each
of our four other most highly compensated executive officers for that fiscal
year, referred to collectively in this proxy statement as the named executive
officers. No individual who would otherwise have been includable in the table
on the basis of salary and bonus earned during 2000 has resigned or otherwise
terminated his or her employment during 2000.

Annual compensation listed in the following table excludes other
compensation in the form of perquisites and other personal benefits that
constitutes the lesser of $50,000 or 10% of the total annual salary and bonus
of each of the named executive officers in 2000. The options listed in the
following tables were originally granted under our 1997 Stock Incentive Plan
and have been incorporated into our new 2001 Stock Incentive Plan.

Annual
Compensation
------------------
Name and Principal Position(s) Year Salary($) Bonus($)
------------------------------ ---- --------- --------

Zia Chishti........................................ 2000 152,308 --
Chief Executive Officer and Chairman of the Board
Kelsey Wirth....................................... 2000 152,308 --
President, Secretary and Director
Len Hedge.......................................... 2000 148,846 20,000
Vice President, Manufacturing
Kenneth Vargha..................................... 2000 151,270 10,000
Vice President, Marketing
Joe Breeland....................................... 2000 116,430 57,500
Vice President, Sales

Stock Options and Stock Appreciation Rights

The following table sets forth information regarding option grants to each
of the named executive officers during the year ended December 31, 2000. No
stock appreciation rights were granted to the named executive officers during
2000.

Potential Realizable
Percent of Value at Assumed
Number or Total Annual Rates of Stock
Securities Options Exercise Price Appreciation
Underlying Granted to of Base for Option Term
Options Employees Price Expiration ---------------------
Name Granted(#) in 2000 ($/Sh) Date 5% 10%
- ---- ---------- ---------- -------- ---------- ---------- ----------

Zia Chishti.... -- -- % $ -- -- $ -- $ --
Kelsey Wirth... -- -- -- -- -- --
Len Hedge...... 70,000 1.19% 0.40 5/18/2010 341,790 462,873
Len Hedge...... 172,338 2.93% 1.065 9/29/2010 2,240,434 3,034,130
Kenneth
Vargha........ 50,000 0.85% 0.40 5/18/2010 244,136 330,623
Kenneth
Vargha........ 123,500 2.10% 1.065 9/29/2010 1,605,534 2,174,311
Joe Breeland... 50,000 0.85% 0.40 8/24/2010 244,136 330,623
Joe Breeland... 143,034 2.43% 1.065 9/29/2010 1,859,472 2,518,209

The actual stock price appreciation over the 10-year option term may not be
at the above 5% and 10% assumed annual rates of compounded stock price
appreciation or at any other defined level. Unless the market price of common
stock appreciates over the option term, no value will be realized from the
option grant made to the named executive officer.

In 2000, we granted options to purchase up to a total of 5,889,732 shares to
employees, directors and consultants under our 1997 Stock Incentive Plan at
exercise prices equal to the fair market value of our common stock on the date
of grant, as determined in good faith by our Board of Directors.

Options granted are immediately exercisable in full, but any shares
purchased under these options that are not vested are subject to our right to
repurchase the shares at the original option exercise price paid per share. In
general, this repurchase right lapses as to 25% of the shares after one year of
service, and as to the remaining shares, in equal monthly installments over the
subsequent, additional three-year period. Options granted become fully vested
and exercisable in the event of an involuntary termination of the optionee's
employment within twelve months following a merger or asset sale.

In January 2001, we granted 1,000,000 options to each of Mr. Chishti and Ms.
Wirth at an exercise price per share of $15.00. These option grants are
intended to provide Mr. Chishti and Ms. Wirth with incentives to remain in the
Company's employ. Each option will become exercisable for 25% of the option
shares upon completion of one year of service measured from the grant date, and
the option will become exercisable for the balance of the option shares in a
series of 36 successive equal monthly installments upon completion of each
additional month of service thereafter.

Option Exercises in 2000 and Year-End Option Values

The following table sets forth information concerning the number and value
of shares of common stock underlying the unexercised options held by the named
executive officers as of December 31, 2000. The table also sets forth the value
realized upon the exercise of stock options during 2000 which is calculated
based on the fair market value of our common stock on the date of exercise, as
determined by the board, less the exercise price paid for the shares. No stock
appreciation rights were exercised during 2000 and no stock appreciation rights
were outstanding as of December 31, 2000.

The value of unexercised in-the-money options represents the positive spread
between the exercise price of the stock options and the deemed fair market
value of our common stock as of December 31, 2000, which our Board of Directors
determined was $2.13 per share multiplied by the number of shares subject to
the option.

Aggregated Option Exercises in 2000 and Year-End Option Values

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Shares Options at Year-End Options at Year-End($)
Acquired on Value ------------------------- -------------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ----------- ----------- ------------- ----------- -------------

Zia Chishti............. -- -- -- -- -- --
Kelsey Wirth............ -- -- -- -- -- --
Len Hedge............... 275,670 77,048 3,334 43,334 6,601 85,801
Kenneth Vargha.......... 137,558 13,437 -- 95,942 -- 121,059
Joe Breeland............ 193,034 33,250 -- -- -- --

- --------
Shares exercised by Len Hedge include 242,338 shares subject to repurchase by
the Company at the option exercise price should the officer's employment
terminate prior to vesting in such shares.
Shares exercised by Kenneth Vargha include 121,308 shares subject to repurchase
by the Company at the option exercise price should the officer's employment
terminate prior to vesting in such shares.
Shares exercised by Joe Breeland include 193,034 shares subject to repurchase
by the Company at the option exercise price should the officer's employment
terminate prior to vesting in such shares.
The number of shares exercisable by the named executive officers as of
December 31, 2000 is equal to the number of vested option shares exercisable as
of that date. In the case of certain of the outstanding options held by the
named executive officers, the options may be exercised for all of the
underlying option shares but any shares purchased under those options are
subject to our right to repurchase the shares should the officer's employment
terminate prior to vesting on such shares. The unvested option shares subject
to those options are included in the above table in the number of option shares
which are unexercisable as of December 31, 2000.

BENEFICIAL OWNERSHIP

The table below sets forth information regarding the beneficial ownership of
our common stock as of March 19, 2001, by the following individuals or groups:

. each person or entity who is known by us to own beneficially more than
5% of our outstanding stock;

. each of our executive officers;

. each of our directors; and

. all directors and executive officers as a group.

Unless otherwise indicated, the principal address of each of the
stockholders below is c/o Align Technology, Inc., 851 Martin Ave., Santa Clara,
California 95050. Except as otherwise indicated, and subject to applicable
community property laws, except to the extent authority is shared by both
spouses under applicable law, we believe the persons named in the table have
sole voting and investment power with respect to all shares of common stock
held by them.

Shares
Beneficially Owned
------------------
Beneficial Owner Number Percent
- ---------------- ---------- -------

Joseph Lacob (1)........................................... 6,599,707 13.8%
Entities affiliated with Kleiner Perkins Caufield & Byers,
L.P. (2).................................................. 6,389,707 13.4
Entities affiliated with Oak Hill Capital Partners, L.P.
(3)....................................................... 3,181,835 6.7
Entities affiliated with The Carlyle Group (4)............. 2,969,711 6.2
Entities affiliated with QuestMark Partners, L.P. (5)...... 2,955,594 6.2
Entities affiliated with Domain Associates, L.L.C. (6)..... 2,634,184 5.5
Brian Dovey (7)............................................ 2,634,184 5.5
Kelsey Wirth (8)........................................... 2,565,622 5.4
Zia Chishti (9)............................................ 2,510,454 5.3
Peter Riepenhausen (10).................................... 420,000 *
Len Hedge (11)............................................. 323,588 *
Ike Udechuku (12).......................................... 320,032 *
Joe Breeland (13).......................................... 300,978 *
Ken Vargha (14)............................................ 273,500 *
Amir Abolfathi (15)........................................ 263,732 *
Stephen Bonelli (16)....................................... 260,000 *
James Heslin (17).......................................... 244,844 *
Jon Fjeld (18)............................................. 240,000 *
Christian Skieller (19).................................... 234,428 *
Charlie Wen (20)........................................... 177,172 *
Ross Miller (21)........................................... 149,852 *
H. Kent Bowen (22)......................................... 64,000 *
Mark Logan (23)............................................ 64,000 *
All directors, executive officers and key employees as a
group (18 persons)........................................ 17,646,093 36.9%

- --------
* Represents beneficial ownership of less than one percent of our common
stock.

(1) Includes 6,389,707 shares held by entities affiliated with Kleiner Perkins
Caufield & Byers, L.P. Mr. Lacob disclaims beneficial ownership of these
shares except to the extent of his pecuniary interest in these shares.
Also includes 60,000 shares of common stock issuable upon exercise of
immediately exercisable options within 60 days of March 19, 2001, which
shares are also subject to our right of repurchase.

(2) Principal address is 2750 Sand Hill Road, Menlo Park, CA 94025. Consists
of 5,800,423 shares held by Kleiner Perkins Caufield & Byers VIII, L.P.,
335,752 shares held by KPCB VIII Founders Fund, L.P. and 253,532 shares
held by KPCB Life Sciences Zaibatsu Fund II, L.P. Joseph Lacob, one of our
directors, is

a principal of the general partner of one or more of the Kleiner Entities,
shares voting and dispositive power with respect to the shares held by one
or more of such entities and disclaims beneficial ownership of such shares
in which he has no pecuniary interest.

(3) Principal address is One South Street, Suite 800, Baltimore, MD 21202.
Includes 2,124,317 shares held by QuestMark Partners, L.P., 300,972 shares
held by QuestMark Partners Side Fund, L.P., and 530,305 shares held by
Artal Services, N.V.

(4) Principal address is 201 Main Street, Suite 2300, Fort Worth, TX 76102.
Consists of 2,895,470 shares held by Oak Hill Capital Partners, L.P. and
286,365 shares held by OHCMP Align, L.P.

(5) Principal address is 1001 Pennsylvania Avenue, N.W., Suite 220 South,
Washington, D.C. 20004. Consists of 2,895,095 shares held of record by
Carlyle Partners III, L.P. and 74,616 shares held of record by CP III
Coinvestment, L.P. Voting and dispositive power with respect to such
shares may be deemed to be shared by (i) TC Group III, L.P., as the sole
general partner of Carlyle Partners III, L.P. and CP III Co-investment,
(ii) TC Group III, L.L.C., as the sole general partner of TC Group III,
L.P., (iii) TC Group, L.L.C., as the managing member of TC Group II,
L.L.C., (iv) TCG Holdings, L.L.C., as the managing member of TC Group,
L.L.C. and (v) William E. Conway, Jr., David M. Rubenstein and Daniel A.
D'Aniello, as managing member of TCG Holding, L.L.C. Messrs. Conway,
Rubenstein and D'Aniello disclaim such beneficial ownership.

(6) Principal address is One Palmer Square, Suite 515, Princeton, NJ 08542.
Consists of 2,507,760 shares held by Domain Partners III, L.P., 66,424
shares held by DP III Associates, L.P., 23,748 shares held by Domain
Associates L.L.C. and 36,252 shares held by Brian Dovey, of which 20,000
shares are subject to repurchase by us. Brian Dovey, one of our directors,
is a general partner of One Palmer Square Associates III, L.P., the
general partner of Domain Partners III, L.P. and DP III Associates, L.P.
and is a managing member of Domain Associates, L.L.C. Mr. Dovey shares
voting and investment power with respect to these shares and disclaims
beneficial ownership of such shares except to the extent of his
proportionate interest therein.

(7) Consists of 2,507,760 shares held by Domain Partners III, L.P., 66,424
shares held by DP III Associates, L.P., 23,748 shares held by Domain
Associates, L.L.C. and 36,252 shares held by Brian Dovey, of which 20,000
shares are subject to repurchase by us. Brian Dovey, one of our directors,
is a general partner of One Palmer Square Associates III, L.P., the
general partner of Domain Partners III, L.P. and DP III Associates, L.P.
and is a managing member of Domain Associates, L.L.C. Mr. Dovey shares
voting and investment power with respect to these shares and disclaims
beneficial ownership of such shares except to the extent of his
proportionate interest therein.

(8) Does not include an option to purchase 1,000,000 shares at $15.00 per
share, which vests as to 25% on 1/4/02 and monthly thereafter.

(9) Does not include an option to purchase 1,000,000 shares at $15.00 per
share, which vests as to 25% on 1/4/02 and monthly thereafter.

(10) Includes 420,000 shares of common stock issuable upon exercise of
immediately exercisable options within 60 days of March 19, 2001, which
shares are also subject to our right of repurchase.

(11) Includes 221,922 shares subject to repurchase by us at the original
exercise price in the event of termination of Mr. Hedge's employment with
us, which right lapses over time. Also includes 46,668 shares of common
stock issuable upon exercise of immediately exercisable options within 60
days of March 19, 2001, 38,334 of which shares are also subject to our
right of repurchase.

(12) Includes 254,428 shares subject to repurchase by us at the original
exercise price in the event of termination of Mr. Udechuku's employment
with us, which right lapses over time.

(13) Includes 213,868 shares subject to repurchase by us at the original
exercise price in the event of termination of Mr. Breeland's employment
with us, which repurchase right lapses over time.

(14) Includes 16,458 shares held jointly with wife Shawna Vargha. Includes
100,475 shares subject to repurchase by us at the original exercise price
in the event of termination of Mr. Vargha's employment

with us, which repurchase right lapses over time. Also includes 95,942
shares of common stock issuable upon exercise of immediately exercisable
options within 60 days of March 19, 2001, which shares are also subject to
our right of repurchase.

(15) Includes 163,732 shares subject to repurchase by us at the original
exercise price in the event of termination of Mr. Abolfathi's employment
with us, which right lapses over time. Also includes 100,000 shares of
common stock issuable upon exercise of immediately exercisable options
within 60 days of March 19, 2001, 71,667 of which shares are also subject
to our right of repurchase.

(16) Includes 60,000 shares subject to repurchase by us at the original
exercise price in the event of termination of Mr. Bonelli's employment
with us, which right lapses over time. Also includes 200,000 shares of
common stock issuable upon exercise of immediately exercisable options
within 60 days of March 19, 2001, which shares are subject to our right of
repurchase.

(17) Includes 234,428 shares subject to repurchase by us at the original
exercise price in the event of termination of Mr. Heslin's employment with
us, which repurchase right lapses over time.

(18) Includes 240,000 shares of common stock issuable upon exercise of
immediately exercisable options within 60 days of March 19, 2001 which
shares are subject to our right of repurchase.

(19) Includes 234,428 shares subject to repurchase by us at the original
exercise price in the event of termination of Mr. Skieller's employment
with us, which repurchase right lapses over time.

(20) Includes 129,988 shares subject to repurchase by us at the original
exercise price in the event of termination of Mr. Wen's employment with
us, which repurchase right lapses over time.

(21) Includes 5,316 shares held individually by wife Cheryl A. Miller. Includes
95,686 shares subject to repurchase by us at the original exercise price
in the event of termination of Mr. Miller's employment with us, which
right lapses over time.

(22) Consists of 64,000 shares subject to repurchase by us at the original
exercise price, which repurchase right lapses over time.

(23) Consists of 64,000 shares subject to repurchase by us at the original
exercise price, which repurchase right lapses over time.

COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION

The compensation committee of the Board of Directors sets the compensation
of the chief executive officer, reviews the design, administration and
effectiveness of our compensation programs for other key executives and
approves stock option grants for all executive officers. The committee is
composed entirely of outside directors.

General Compensation Policies

We compete in an aggressive and dynamic industry and, as a result, hiring
and retaining quality employees, particularly senior managers, are key factors
to our success. We believe that the compensation programs should be designed to
attract, motivate, and retain a highly qualified executive management team and
should be determined within a competitive framework based on the achievement of
designated financial targets, individual contribution, customer satisfaction
and financial performance.

Within this overall philosophy, our objectives are:

. To link executive compensation to the Company's financial performance
and to a lesser extent to individual management objectives established
by the committee;

. To compensate executive management competitively with similarly situated
companies; and

. To create incentives which strengthen the mutuality of interests between
the executive officers and stockholders by providing significant equity-
based, long-term incentives.

Compensation Components

Cash Compensation

We seek to provide cash compensation to our executive officers, including
base salary and cash bonuses, at levels that are commensurate with cash
compensation of executives with comparable responsibility at similarly situated
companies. Annual increases in base salary are determined on an individual
basis developed from market data and a review of the officer's performance and
contribution to various individual, departmental, and corporate objectives.
Cash bonuses are intended to provide additional incentives to achieve such
objectives.

Long-Term, Equity-Based Incentive Awards

The goal of the Company's long-term, equity-based incentive awards is to
align the interests of each executive officer with those of the stockholders
and provide each individual with a significant incentive to manage the Company
from the perspective of an owner with an equity stake in the business. Stock
options are a particularly strong incentive because they are valuable to
employees only if the fair market value of our common stock increases above the
exercise price. In addition, employees must remain employed by us for a fixed
period of time in order for the options to vest fully. Options generally vest
over a 48-month period to encourage option holders to continue in our employ.
The size of the option grant to each executive officer is designed to create a
meaningful opportunity for stock ownership and is based upon the officer's
current position with the Company, internal comparability with option grants
made to other Company executives, the officer's current level of performance
and the officer's potential for future responsibility and promotion over the
option term. The committee also takes into account the number of vested and
unvested options held by the officer in order to maintain an appropriate lever
of equity incentive for that individual.

All of the options granted in the year ended December 31, 2000 were approved
by the full Board of Directors based on recommendations of the committee.

Chief Executive Officer Compensation

The compensation payable to Mr. Chishti, our chief executive officer, was
determined by the Board of Directors, upon the recommendation of the
compensation committee. Zia Chishti has served as the Company's chief executive
officer and chairman since inception in 1997. Mr. Chishti's base salary was set
at a level which the Committee felt would be competitive with the base salary
levels in effect for chief executive officers at similarly-sized companies
within the industry. During 2000, Mr. Chishti's base annual salary was
$152,308. Mr. Chishti's base annual salary for 2001 is $225,000.

Mr. Chishti did not receive a cash bonus in 2000. However, in January 2001,
Mr. Chishti was awarded stock options covering 1,000,000 shares of Common Stock
at an exercise price of $15.00 per share. These options were intended to
provide Mr. Chishti with an incentive to remain in the Company's employ.

Based on an understanding of relevant compensation information, the
compensation committee believes that cash compensation currently paid to our
chief executive officer is reasonable in relation to amounts paid to chief
executive officers with similar responsibilities at similarly situated
companies.

TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION

Section 162(m) of the Internal Revenue Code disallows a tax deduction to
publicly held companies for compensation paid to certain of their executive
officers, to the extent that compensation exceeds $1 million per covered
officer in any year. The limitation applies only to compensation which is not
considered to be performance-based. The non-performance based compensation paid
in cash to the Company's executive officers for 2000 did not exceed the $1
million limit per officer, and the compensation committee does not anticipate
that the non-performance based compensations to be paid in cash to the
Company's executive officers for 2001 will exceed that limit. The Company's
2001 Stock Incentive Plan has been structured so that any compensation deemed
paid in connection with the exercise of option grants made under that plan with
an exercise price equal to the fair market value of the option shares on the
grant date will qualify as performance-based compensation which will not be
subject to the $1 million limitation. Because it is unlikely that the cash
compensation payable to any of the Company's executive officers in the
foreseeable future will approach the $1 million limit, the compensation
committee has decided at this time not to take any action to limit or
restructure the elements of cash compensation payable to the Company's
executive officers. The compensation committee will reconsider this decision
should the individual cash compensation of the other executive officers
approach the $1 million level.

It is the opinion of the compensation committee that the executive
compensation policies and plans provide the necessary total remuneration
program to properly align the Company's performance and the interests of the
Company's stockholders through the use of competitive and equitable executive
compensation in a balanced and reasonable manner, for both the short and long-
term.

THE COMPENSATION COMMITTEE
H. Kent Bowen
Joseph Lacob
Mark Logan

Submitted by the Compensation
Committee of our Board of Directors

COMPANY PERFORMANCE

Notwithstanding any statement to the contrary in any of our previous or
future filings with the Securities and Exchange Commission, the following
information relating to the price performance of our common stock shall not be
deemed "filed" with the Commission or "soliciting material" under the
Securities Exchange Act of 1934, as amended, and shall not be incorporated by
reference into any such filings.

Our registration statement covering our initial public offering became
effective January 25, 2001 and our common stock began trading on the Nasdaq
National Market on January 26, 2001. There was no public market for our common
stock at the end of our last fiscal year. We have therefore omitted a
performance comparison of our common stock for such period. We have never paid
dividends on our common stock and have no present plans to do so.

AUDIT COMMITTEE REPORT

The following is the report of the audit committee with respect to the
Company's audited financial statements for the fiscal year ended December 31,
2000, which include the consolidated balance sheets of the Company as of
December 31, 2000 and 1999, and the related consolidated statements of
operations, stockholders' deficit and cash flows for each of the three years in
the period ended December 31, 2000, and the notes thereto. The information
contained in this report and the Compensation Committee Report on Executive
Compensation shall not be deemed to be "soliciting material" or to be "filed"
with the Securities and Exchange Commission, nor shall such information be
incorporated by reference into any future filing under the Securities Act of
1933, as amended, or the 1934 Securities Exchange Act, as amended, except to
the extent that the Company specifically incorporates it by reference in such
filing.

In accordance with its written charter adopted by the Board of Directors, a
copy of which is attached as Appendix A, the audit committee assists the Board
in fulfilling its responsibility for oversight of the quality and integrity of
the accounting, auditing and financial reporting practices of the Company. The
audit committee recommends to the Board of Directors, subject to stockholder
approval, the selection of PricewaterhouseCoopers LLP as the Company's
independent accountants.

Management is responsible for the Company's internal controls. The Company's
independent accountants are responsible for performing an independent audit of
the Company's consolidated financial statements in accordance with generally
accepted auditing standards and to issue a report thereon. The audit committee
has general oversight responsibility with respect to the Company's financial
reporting, and reviews the results and scope of the audit and other services
provided by the Company's independent accountants.

In this context, the audit committee has met and held discussions with
management and the Company's independent accountants. Management represented to
the audit committee that the Company's consolidated financial statements were
prepared in accordance with accounting principles generally accepted in the
United States, and the audit committee has reviewed and discussed the
consolidated financial statements with management and the Company's independent
accountants. The audit committee discussed with the independent accountants
matters required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees). Fees associated with our engagement of
PricewaterhouseCoopers LLP for the fiscal year ended December 31, 2000 include
the following:

Audit Fees

Fees for professional services rendered by PricewaterhouseCoopers LLP for
the audit of the Company's annual consolidated financial statements for the
fiscal year ended December 31, 2000 were $110,000, of which none had been
billed through December 31, 2000. Fees billed to the Company by
PricewaterhouseCoopers LLP during the year ended December 31, 2000 for the
audit of the Company's annual consolidated financial statements for the fiscal
year ended December 31, 1999 were $18,000.

Financial Information Systems Design and Implementation Fees

The Company did not engage PricewaterhouseCoopers LLP to provide advice to
the Company regarding financial information systems design and implementation
during the year ending December 31, 2000.

All Other Fees

Fees for all other non-audit services rendered by PricewaterhouseCoopers LLP
during 2000, including tax related services, totaled $1,060,620. Of this
amount, the aggregate fees for professional services rendered by
PricewaterhouseCoopers LLP for the review of the Company's initial public
offering were $1,043,370, of which an aggregate amount of $812,500 had billed
through December 31, 2000. Of this amount, the aggregate fees for tax-related
services were $17,250, of which none had been billed through December 31, 2000.

The Company's independent accountants also provided to the audit committee
the written disclosures required by Independence Standards Board Standard No. 1
(Independence Discussions with audit committees), and the audit committee
discussed with the independent auditors' their independence.

The audit committee did not consider whether the provision of financial
information systems design and implementation services and other non-audit
services is compatible with the principal accountants' independence. In
connection with the new standards of independence of the Company's external
auditors promulgated by the Securities and Exchange Commission, during the
Company's 2001 fiscal year the audit committee will consider in advance of the
provision of any non-audit services by the Company's independent accountants
whether the provision of such services is compatible with maintaining the
independence of the Company's external auditors.

Based upon the audit committee's discussion with management and the
independent accountants and the audit committee's review of the representations
of management and the report of the independent accountants to the audit
committee, the audit committee recommended that the Board of Directors include
the Company's audited consolidated financial statements in the Company's Annual
Report on Form 10-K for the year ended December 31, 2000 filed with the
Securities and Exchange Commission.

AUDIT COMMITTEE
Brian Dovey
Joe Lacob
Mark Logan

Submitted by the Audit Committee of our
Board of Directors

CERTAIN TRANSACTIONS

Preferred Stock Sales

In May 2000, we issued promissory notes to purchasers in the total principal
amount of $14,000,000 bearing interest at 10% per annum. Of the $14,000,000
principal amount of the notes issued by us, $3,000,000 principal amount of the
notes was issued to entities affiliated with Kleiner Perkins Caufield and
Byers, $2,000,000 principal amount of the notes was issued to Domain Partners
III, L.P., $4,000,000 principal amount of the notes was issued to QuestMark
Partners, L.P. and $5,000,000 principal amount of the notes was issued to
Gordon Gund and trusts held for his immediate family members. Immediately upon
the first closing of the Series D preferred stock financing, the principal
amount under the notes and accrued interest thereon automatically converted
into shares of Series D preferred stock at $10.625 per share.

On May 25, June 20 and October 5, 2000, we issued a total of 9,535,052
shares of Series D preferred stock at a purchase price of $10.625 per share. Of
the 9,535,052 shares of Series D Preferred Stock sold by us, a total of
7,379,828 shares were sold to our executive officers, directors and greater
than 5% stockholders, and persons associated with them, listed in the table
below for a total purchase price of $78,410,673.

Our Series D preferred stock is subject to an antidilution conversion price
adjustment feature which we triggered when we granted options to purchase our
common stock beyond the number of options that were authorized under our 1997
Plan at the time we commenced our Series D preferred stock offering in May
2000. The conversion feature provides that if, during the period between May
12, 2000 and the earlier of the closing of an initial public offering or
January 31, 2001, we have granted more than an aggregate of 3,331,978 options
to purchase our common stock, then the conversion price of our Series D
preferred stock shall be adjusted downward from its original conversion price
of $10.625 per share. As of November 30, 2000, we had granted an excess of
514,214 options over the 3,331,978 allowed under the conversion price
adjustment feature. On December 22, 2000, January 4, 2001, and January 23,
2001, we granted an additional 755,400, 171,900 and 174,444 options,
respectively, to employees at $1.07 per share and on January 4, 2001 we granted
an additional 1,000,000 options to each of our Chief Executive Officer and our
President at $15.00 per share. As a result, the Series D preferred stock
conversion price was adjusted downward to $9.42. This adjustment caused the
9,535,052 issued and outstanding shares of Series D preferred stock to be
converted into 10,744,938 shares of our common stock upon the consummation of
our initial public offering in January 2001, an increase of 1,209,886 shares of
common stock.

The following table summarizes the description in this section of the Series
D preferred stock purchased by our executive officers, directors, 5%
stockholders at the time of our initial public offering and persons associated
with them in the year ended December 31, 2000. Each share of Series D preferred
stock listed in the table below converted into 1.1269 shares of common stock
upon the consummation of our initial public offering in January 2001, in
accordance with the antidilution conversion price adjustments described above.

Total Series D
Series D Shares on an
Preferred as-Converted
Purchaser Stock Basis
- --------- --------- --------------

Entities affiliated with Kleiner Perkins Caufield and
Byers, L.P.......................................... 283,124 319,051
Entities affiliated with Oak Hill Capital Partners,
L.P................................................. 2,823,530 3,181,835
Entities affiliated with The Carlyle Group........... 2,635,294 2,969,711
Entities affiliated with Domain Associates, L.L.C.... 188,802 212,760
Entities affiliated with Questmark Partners, L.P..... 377,398 425,289
Gordon Gund (1)...................................... 471,878 531,758
Artal Services, N.V.................................. 470,588 530,305
Ike Udechuku......................................... 9,410 10,604
Joe Breeland......................................... 3,500 3,944
Charlie Wen.......................................... 1,200 1,352
Wren Wirth (2)....................................... 47,058 53,029
Ross Miller.......................................... 2,000 2,252
Christopher Wirth.................................... 9,410 10,604
Timothy and Wren Wirth............................... 50,822 57,271
Saadia Chishti....................................... 4,704 5,300
George Andrew Lear III............................... 1,110 1,250

- --------
(1) Includes 212,122 shares held in trust for immediate family members.
(2) Includes 53,029 shares held in trust for immediate family members.

Agreements with Officers and Directors

As of November 2000, each of Messrs. Hedge, Heslin, Abolfathi, Breeland,
Miller, Skieller, Udechuku, Vargha and Wen delivered full-recourse promissory
notes to us in payment of the exercise price of outstanding stock options they
held under our 1997 Plan. The aggregate principal amount secured under the
notes and the number of shares underlying the options are as follows: Hedge--
$211,540, 242,338 shares; Heslin--$249,666, 234,428 shares; Abolfathi--
$174,375, 163,732 shares; Breeland--$172,331, 193,034 shares; Miller--$28,242,
26,518 shares; Skieller--$36,666, 34,428 shares; Udechuku--$270,966, 254,428
shares; Vargha--$57,084, 53,600 shares; and Wen--$91,398, 85,820 shares. Each
note has a term of two years and bears interest at a rate of 9.5% per annum,
compounded annually. The notes are each secured by pledges of the purchased
shares to us and pledges of collateral which, together with the shares, have a
value of twice the principal amount of each note. The shares and collateral
underlying the pledges will be released from the pledges only upon the entire
payment or prepayment of the principal balance of each note, together with
payment of all accrued interest on the principal amount so paid or prepaid.
Accrued interest becomes due on each anniversary of the signing of each note
and the principal balance will become due and payable in one lump sum on the
second anniversary of the signing of each note. However, the entire unpaid
balances of the notes will become due and payable upon termination of
employment, failure to pay any installment of principal or interest when due,
the insolvency of the maker of the notes, or in the event we are acquired and
receive cash or freely tradable securities for our shares in the acquisition.
None of the shares serving as security for the notes may be sold unless the
principal portion of the note attributable to those shares, together with the
accrued interest on that principal portion, is paid to us.

In November 2000, we entered into an agreement with Stephen Bonelli, who
serves as our Chief Financial Officer and Vice President of Finance. The
agreement provides that Mr. Bonelli's employment is at-will and sets his annual
base salary. Mr. Bonelli's agreement also provides that he will be eligible for
an annual bonus and stock options exercisable for shares of our common stock,
plus certain other standard employee benefits. In addition, the agreement
provides that if we terminate Mr. Bonelli without "cause" or if Mr. Bonelli
resigns with "good reason," Mr. Bonelli will be credited with one year of
vesting of his stock options in addition to any other vesting he had earned,
provided he signs a full release of all claims against us at the time his
employment terminates.

In September 2000, we issued a loan in the amount of $95,000 at a rate of 6%
per annum to Ike Udechuku, our Vice President of Corporate Strategy. The loan
is due on demand, but in no event later than September 19, 2001. However, we
intend to forgive the loan as of the first anniversary of the issuance date.

Options granted to the Chief Executive Officer and the Company's other
executive officers under the Company's 1997 Stock Incentive Plan become fully
vested and exercisable in the event of an involuntary termination of the
executive's employment within twelve months of a merger or asset sale. In
addition, the compensation committee of the Board of Directors has the
authority as Plan Administrator of the 2001 Stock Incentive Plan to provide for
the accelerated vesting of the shares of Common Stock subject to outstanding
options held by the Chief Executive Officer and the Company's other executive
officers, whether granted under that plan or any predecessor plan, in the event
their employment were to be terminated (whether involuntarily or through a
forced resignation) following (i) an acquisition of the Company by merger or
asset sale, (ii) a change in ownership of more than 50% of the outstanding
Common Stock or (iii) a change in the majority of the Board as a result of one
or more contested elections for Board membership. The Compensation Committee
also has the authority under the 2001 Stock Incentive Plan to accelerate the
vesting of outstanding options immediately upon such acquisition or change in
ownership or majority of the Board.

Indemnification Agreements

We have entered into indemnification agreements with our directors
containing provisions which may require us, among other things, to indemnify
them against certain liabilities that may arise by reason of their status or
service as directors.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that our directors and executive officers and persons who own more than 10% of
a registered class of our equity securities file reports of ownership on Form 3
and changes in ownership on Forms 4 or 5 with the Securities and Exchange
Commission. These officers, directors, and 10% stockholders are also required
by SEC rules to furnish us with copies of all Section 16(a) reports they file.
We were not yet a reporting company under the Securities Exchange Act during
the year ended December 31, 2000, and, consequently, none of our officers,
directors, or stockholders were required to make any filings.

OTHER MATTERS

Our Board of Directors knows of no other business that will be presented to
the annual meeting. If any other business is properly brought before the annual
meeting, proxies in the enclosed form will be voted in respect thereof in
accordance with the recommendation of the Board of Directors. Discretionary
authority with respect to such other matters is granted by the execution of the
enclosed proxy.

It is important that the proxies be returned promptly and that your shares
be represented. You are urged to sign, date and promptly return the enclosed
proxy card in the enclosed envelope.

By Order of the Board of Directors,
Kelsey Wirth
President and Secretary

Dated: April 13, 2001
Santa Clara, California

APPENDIX A

AUDIT COMMITTEE CHARTER
OF THE
BOARD OF DIRECTORS
OF ALIGN TECHNOLOGY, INC.

(1) PURPOSE

The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing the
financial information which will be provided to the shareholders and others,
the systems of internal controls which management and the Board of Directors
have established, and the Corporation's audit and financial reporting process.

The independent accountants' ultimate responsibility is to the Board of
Directors and the Audit Committee, as representatives of the shareholders.
These representatives have the ultimate authority to select, evaluate, and,
where appropriate, replace the independent accountants.

The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section IV of this Charter.

(2) COMPOSITION

The Audit Committee shall be comprised of three or more independent
directors.

All members of the Committee shall have a working familiarity with basic
finance and accounting practices, and at least one member of the Committee
shall have accounting or related financial management expertise.

(3) MEETINGS

The Committee shall meet on a regular basis and shall hold special meetings
as circumstances require.

(4) RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

1. Review this Charter at least annually and recommend any changes to the
Board.

2. Review the organization's annual financial statements and any other
relevant reports or other financial information.

3. Review the regular internal financial reports prepared by management and
any internal auditing department.

4. Recommend to the Board of Directors the selection of the independent
accountants and approve the fees and other compensation to be paid to
the independent accountants. On an annual basis, the Committee shall
obtain a formal written statement from the independent accountants
delineating all relationships between the accountants and the
Corporation consistent with Independence Standards Board Standard 1, and
shall review and discuss with the accountants all significant
relationships the accountants have with the Corporation to determine the
accountants' independence.

5. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances
warrant.

6. Following completion of the annual audit, review separately with the
independent accountants, the internal auditing department, if any, and
management any significant difficulties encountered during the course of
the audit.

7. Perform any other activities consistent with this Charter, the
Corporation's By-laws and governing law, as the Committee or the Board
deems necessary or appropriate.

DETACH HERE

PROXY
P
ALIGN TECHNOLOGY, INC.
R
851 Martin Avenue
O Santa Clara, CA 95050

X SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
Y
The undersigned hereby appoints Zia Chishti and Stephen J. Bonelli with the
power to appoint their substitutes, and hereby authorizes them to represent and
to vote, as designated on the reverse side, all shares of common stock of Align
Technology, Inc. (the "Company") held of record by the undersigned on March 19,
2001 at the Annual Meeting of Stockholders to be held on May 15, 2001 and any
adjournments thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE
VOTED FOR SUCH PROPOSAL.

PLEASE MARK, DATE, SIGN, AND RETURN THIS PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

- ------------ -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ----------- -----------

Dear Stockholder:

Please take note of the important information enclosed with this Proxy. There
are a number of issues related to the operation of the Company that require your
immediate attention.

Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.

Please mark the boxes on the proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy in the enclosed
postage paid envelope.

Thank you in advance for your prompt consideration of these matters.

Sincerely,

Align Technology, Inc.

DETACH HERE

[X] Please mark
votes as in
this example.

1. Election of Directors.
Nominees: (01) Zia Chishti, (02) Kelsey Wirth, (03) H. Kent Bowen,
(04) Brian Dovey, (05) Joe Lacob, (06) Mark Logan.

FOR WITHHELD
[_] [_]

[_]________________________________________
For all nominees except as noted above.

FOR AGAINST ABSTAIN
2. Ratify the appointment of [_] [_] [_]
PricewaterhouseCoopers LLP
as independent auditors.

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournments thereof.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]

Please sign exactly as your name appears hereon. Joint owners should each sign.
Executors, administrators, trustees, guardians or other fiduciaries should give
full title as such. If signing for a corporation, please sign in full corporate
name by a duly authorized officer.

Signature:_________________ Date:_______ Signature:________________ Date:_______