EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This AGREEMENT is entered into as of February 7, 2005, by and between
Rok Sribar (the "Executive") and Align Technology, Inc., a Delaware corporation
(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, R&D. 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, R&D 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 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 February 7, 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 $226,000, 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 60.0% 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 described in this Subsection, and the Company
in each calendar year, and shall be paid by no later than January 31 of the
following year, contingent on the Executive remaining employed by the Company as
of such date. The Executive's individual performance objectives and those of the
Company's shall be set by the CEO after consultation with the Executive by no
later than March 31, of each calendar year. For calendar year 2005, the
Executive's bonus shall be prorated based on the number of days of such year
that the Executive was employed by the Company. Any bonus awarded or paid to the
Executive will be subject to the discretion of the Board.
(c) Stock Options. The Executive shall be eligible for an annual
incentive stock option grant subject to the approval of the Board. The per share
exercise price of the option will be equal to the per share fair market value of
the common stock on the date of grant, as determined by the Board of Directors.
The term of such option shall be ten (10) years, subject to earlier expiration
in the event of the termination of the Executive's Employment. Such option shall
be immediately exercisable, but the purchased shares shall be subject to
repurchase by the Company at the exercise price in the event that the
Executive's Employment terminates before he vests in the shares. The Executive
shall vest in 25% of the option shares after the first twelve (12) months of
continuous service and shall vest in the remaining option shares in equal
monthly installments over the next three (3) years of continuous service. The
grant of each such option shall be subject to the other terms and conditions set
forth in the Company's 2001 Stock Incentive Plan and in the Company's standard
form of stock option agreement.
3. Vacation and Executive Benefits. During the term of his Employment,
the Executive shall be eligible for 17 days vacation per year, in accordance
with the Company's standard policy for senior management, as it may be amended
from time to time. During the term of his Employment, the Executive shall be
eligible to participate in any employee benefit plans maintained by the Company
for senior management, subject in each case to the generally applicable terms
and conditions of the plan in question and to the determinations of any person
or committee administering such plan.
4. Business Expenses. During the term of his Employment, the Executive
shall be authorized to incur necessary and reasonable travel, entertainment and
other business expenses in connection with his duties hereunder. The Company
shall reimburse the Executive for such expenses upon presentation of an itemized
account and appropriate supporting documentation, all in accordance with the
Company's generally applicable policies.
5. Term of Employment.
(a) Basic Rule. The Company agrees to continue the
Executive's Employment, and the Executive agrees to remain in Employment with
the Company, from the commencement date set forth in Section 1(d) until the date
when the Executive's Employment
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terminates pursuant to Subsection (b) below. The Executive's Employment with the
Company shall be "at will," and either the Executive or the Company may
terminate the Executive's Employment at any time, for any reason, with or
without Cause. Any contrary representations, which may have been made to the
Executive shall be superseded by this Agreement. This Agreement shall constitute
the full and complete agreement between the Executive and the Company on the "at
will" nature of the Executive's Employment, which may only be changed in an
express written agreement signed by the Executive and a duly authorized officer
of the Company.
(b) Termination. The Company may terminate the Executive's
Employment at any time and for any reason (or no reason), and with or without
Cause, by giving the Executive notice in writing. The Executive may terminate
his Employment by giving the Company fourteen (14) days advance notice in
writing. The Executive's Employment shall terminate automatically in the event
of his death or Permanent Disability. For purposes of this Agreement, "Permanent
Disability" shall mean that the Executive has become so physically or mentally
disabled as to be incapable of satisfactorily performing the duties under this
Agreement for a period of one hundred eighty (180) consecutive calendar days.
(c) Rights Upon Termination. Except as expressly provided in
Section 6, upon the termination of the Executive's Employment pursuant to this
Section 5, the Executive shall only be entitled to the compensation, benefits
and reimbursements described in Sections 2, 3 and 4 for the period preceding the
effective date of the termination. The payments under this Agreement shall fully
discharge all responsibilities of the Company to the Executive.
(d) Termination of Agreement. The termination of this Agreement
shall not limit or otherwise affect any of the Executive's obligations under
Section 7.
6. Termination Benefits.
(a) General Release. Any other provision of this Agreement
notwithstanding, Subsections (b), (c) or (d) below shall not apply unless the
Executive (i) has executed a general release in a form prescribed by the Company
of all known and unknown claims that he may then have against the Company or
persons affiliated with the Company, and (ii) has agreed not to prosecute any
legal action or other proceeding based upon any of such claims.
(b) Termination without Cause. If, during the term of this
Agreement, the Company terminates the Executive's Employment for any reason
other than Cause or Permanent Disability, and not in connection with a Change of
Control as addressed by Subsection (c) below, then the Company shall pay the
Executive, an amount equal to: (i) the then current year's Target Bonus prorated
for the number of days of Executive is employed in said year, payable in a lump
sum within 30 days of the date of termination of Employment; (ii) one year's
Base Salary, payable in equal installments in accordance with the Company's
standard payroll schedule; and (iii) the greater of the then current year's
Target Bonus or the actual prior year's bonus, payable in a lump sum on the one
year anniversary of termination of Employment. The Executive's Base Salary shall
be paid at the rate in effect at the time of the termination of Employment.
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(c) Upon a Change of Control. In the event of the occurrence of
a Change in Control while the Executive is employed by the Company:
(i) the Executive shall immediately vest in an
additional number of shares under all outstanding options as if he had
performed twelve (12) additional months of service; and
(ii) if within twelve (12) months following the
occurrence of the Change of Control, one of the following events occurs:
(A) the Executive's employment is terminated by
the Company without Cause; or
(B) the Executive resigns for Good Reason
then the Executive shall immediately vest as to all
shares under all outstanding options and the Company shall pay the
Executive, in a lump sum, an amount equal to: (i) the then current year's
Target Bonus prorated for the number of days of Executive is employed in
said year; (ii) one year's Base Salary; and (iii) the greater of the then
current year's Target Bonus or the actual prior year's bonus. The
Executive's Base Salary shall be paid at the rate in effect at the time of
the termination of Employment.
(d) Health Insurance. If Subsection (b) or (c) above applies,
and if the Executive elects to continue his health insurance coverage under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")
following the termination of his Employment, then the Company shall pay the
Executive's monthly premium under COBRA until the earliest of (i) 12 months
following the termination of the Executive's Employment, or (ii) the date upon
which The Executive commences employment with an entity other than the Company.
(e) Definition of "Cause." For all purposes under this
Agreement, "Cause" shall mean any of the following:
(i) Unauthorized use or disclosure of the
confidential information or trade secrets of the Company;
(ii) Any breach of this Agreement or the Employee
Proprietary Information and Inventions Agreement between the Executive and
the Company;
(iii) Conviction of, or a plea of "guilty" or "no
contest" to, a felony under the laws of the United States or any state
thereof;
(iv) Misappropriation of the assets of the Company or
any act of fraud or embezzlement by Executive, or any act of dishonesty by
Executive in connection with the performance of his duties for the Company
that adversely affects the business or affairs of the Company; or
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(v) Intentional misconduct or the Executive's
failure to satisfactorily perform his/her duties after having received
written notice of such failure and at least thirty (30) days to cure such
failure.
The foregoing shall not be deemed an exclusive list of all acts or
omissions that the Company may consider as grounds for the termination of the
Executive's Employment.
(f) Definition of "Good Reason." For all purposes under this
Agreement, the Executive's resignation for "Good Reason" shall mean the
Executive's resignation within ninety (90) days the occurrence of any one or
more of the following events:
(i) The Executive's position, authority or
responsibilities being significantly reduced;
(ii) The Executive being asked to relocate his
principal place of employment such that his commuting distance from his
residence prior to the Change of Control is increased by over thirty-five
(35) miles;
(iii) The Executive's annual Base Salary or bonus
being reduced; or
(iv) The Executive's benefits being materially
reduced.
(g) Definition of "Change of Control." For all purposes
under this Agreement, "Change of Control" shall mean any of the following:
(i) a sale of all or substantially all of the assets
of the Company;
(ii) the acquisition of more than fifty percent (50%)
of the common stock of the Company (with all classes or series thereof
treated as a single class) by any person or group of persons;
(iii) a reorganization of the Company wherein the
holders of common stock of the Company receive stock in another company
(other than a subsidiary of the Company), a merger of the Company with
another company wherein there is a fifty percent (50%) or greater change in
the ownership of the common stock of the Company as a result of such merger,
or any other transaction in which the Company (other than as the parent
corporation) is consolidated for federal income tax purposes or is eligible
to be consolidated for federal income tax purposes with another corporation;
or
(iv) in the event that the common stock is traded on
an established securities market, a public announcement that any person has
acquired or has the right to acquire beneficial ownership of more than fifty
percent (50%) of the then-outstanding common stock and for this purpose the
terms "person" and "beneficial ownership" shall have the meanings provided
in Section 13(d) of the Securities and Exchange Act of 1934 or related rules
promulgated by the Securities and Exchange Commission, or the commencement
of or public announcement of an intention to make a tender offer or exchange
offer for more than fifty percent (50%) of the then outstanding Common
Stock.
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7. Non-Solicitation and Non-Disclosure.
(a) Non-Solicitation. During the period commencing on the date
of this Agreement and continuing until the first anniversary of the date when
the Executive's Employment terminated for any reason, the Executive shall not
directly or indirectly, personally or through others, solicit or attempt to
solicit (on the Executive's own behalf or on behalf of any other person or
entity) the employment of any employee of the Company or any of the Company's
affiliates.
(b) Proprietary Information. As a condition of employment, the
Executive has entered into a Proprietary Information and Inventions Agreement
with the Company, attached to this Agreement as Exhibit A, which is incorporated
herein by reference.
8. Successors.
(a) Company's Successors. This Agreement shall be binding upon
any successor (whether direct or indirect and whether by purchase, lease,
merger, consolidation, liquidation or otherwise) to all or substantially all of
the Company's business and/or assets. For all purposes under this Agreement, the
term "Company" shall include any successor to the Company's business and/or
assets which becomes bound by this Agreement.
(b) Executive's Successors. This Agreement and all rights of the
Executive hereunder shall inure to the benefit of, and be enforceable by, the
Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.
9. Miscellaneous Provisions.
(a) Notice. Notices and all other communications contemplated by
this Agreement shall be in writing and shall be deemed to have been duly given
when personally delivered or when mailed by overnight courier, U.S. registered
or certified mail, return receipt requested and postage prepaid. In the case of
the Executive, mailed notices shall be addressed to him at the home address
which he most recently communicated to the Company in writing. In the case of
the Company, mailed notices shall be addressed to its corporate headquarters,
and all notices shall be directed to the attention of its Secretary.
(b) Modifications and Waivers. No provision of this Agreement
shall be modified, waived or discharged unless the modification, waiver or
discharge is agreed to in writing and signed by the Executive and by an
authorized officer of the Company (other than the Executive). No waiver by
either party of any breach of, or of compliance with, any condition or provision
of this Agreement by the other party shall be considered a waiver of any other
condition or provision or of the same condition or provision at another time.
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(c) Whole Agreement. No other agreements, representations or
understandings (whether oral or written) which are not expressly set forth in
this Agreement have been made or entered into by either party with respect to
the subject matter of this Agreement. This Agreement and the Proprietary
Information and Inventions Agreement contain the entire understanding of the
parties with respect to the subject matter hereof.
(d) Withholding Taxes. All payments made under this Agreement
shall be subject to reduction to reflect taxes or other charges required to be
withheld by law.
(e) Choice of Law. The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws of the State of
California (except provisions governing the choice of law).
(f) Severability. The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision hereof, which shall remain in full force
and effect.
(g) Arbitration. Each party agrees that any and all disputes
which arise out of or relate to the Executive's employment, the termination of
the Executive's employment, or the terms of this Agreement shall be resolved
through final and binding arbitration. Such arbitration shall be in lieu of any
trial before a judge and/or jury, and the Executive and Company expressly waive
all rights to have such disputes resolved via trial before a judge and/or jury.
Such disputes shall include, without limitation, claims for breach of contract
or of the covenant of good faith and fair dealing, claims of discrimination,
claims under any federal, state or local law or regulation now in existence or
hereinafter enacted and as amended from time to time concerning in any way the
subject of the Executive's employment with the Company or its termination. The
only claims not covered by this Agreement to arbitrate disputes are: (i) claims
for benefits under the unemployment insurance benefits; (ii) claims for workers'
compensation benefits under any of the Company's workers' compensation insurance
policy or fund; (iii) claims arising from or relating to the non-competition
provisions of this Agreement; and (iv) claims concerning the validity,
infringement, ownership, or enforceability of any trade secret, patent right,
copyright, trademark or any other intellectual property right, and any claim
pursuant to or under any existing confidential/proprietary/trade secrets
information and inventions agreement(s) such as, but not limited to, the
Proprietary Information and Inventions Agreement. With respect to such disputes,
they shall not be subject to arbitration; rather, they will be resolved pursuant
to applicable law.
Arbitration shall be conducted in accordance with the National Rules for
the Resolution of Employment Disputes of the American Arbitration Association
("AAA Rules"), provided, however, that the arbitrator shall allow the discovery
authorized by California Code of Civil Procedure section 1282, et seq., or any
other discovery required by applicable law in arbitration proceedings,
including, but not limited to, discovery available under the applicable state
and/or federal arbitration statutes. Also, to the extent that any of the AAA
Rules or anything in this arbitration section conflicts with any arbitration
procedures required by applicable law, the arbitration procedures required by
applicable law shall govern.
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Arbitration will be conducted in Santa Clara County, California or, if
the Executive does not reside within 100 miles of Santa Clara County at the time
the dispute arises, then the arbitration may take place in the largest
metropolitan area within 50 miles of the Executive's place of residence when the
dispute arises.
During the course of the arbitration, the Executive and the Company will
each bear equally the arbitrator's fee and any other type of expense or cost of
arbitration, unless applicable law requires otherwise, and each shall bear their
own respective attorneys' fees incurred in connection with the arbitration. The
arbitrator will not have authority to award attorneys' fees unless a statute or
contract at issue in the dispute authorizes the award of attorneys' fees to the
prevailing party. In such case, the arbitrator shall have the authority to make
an award of attorneys' fees as required or permitted by the applicable statute
or contract. If there is a dispute as to whether the Executive or the Company is
the prevailing party in the arbitration, the arbitrator will decide this issue.
The arbitrator shall issue a written award that sets forth the essential
findings of fact and conclusions of law on which the award is based. The
arbitrator shall have the authority to award any relief authorized by law in
connection with the asserted claims or disputes. The arbitrator's award shall be
subject to correction, confirmation, or vacation, as provided by applicable law
setting forth the standard of judicial review of arbitration awards. Judgment
upon the arbitrator's award may be entered in any court having jurisdiction
thereof.
(h) No Assignment. This Agreement and all rights and obligations
of the Executive hereunder are personal to the Executive and may not be
transferred or assigned by the Executive at any time. The Company may assign its
rights under this Agreement to any entity that assumes the Company's obligations
hereunder in connection with any sale or transfer of all or a substantial
portion of the Company's assets to such entity.
(i) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officer, as of the day and year
first above written.
ROK SRIBAR
/s/ Rok Sribar
ALIGN TECHNOLOGY, INC.
/s/ Thomas M. Prescott
----------------------
By: Thomas M. Prescott
Title: President and CEO
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EXHIBIT A
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
(ATTACHED)
10
ALIGN TECHNOLOGY, INC.
EMPLOYEE PROPRIETARY INFORMATION
AND INVENTIONS AGREEMENT
In consideration of my employment or continued employment by
ALIGN TECHNOLOGY, INC. (the "COMPANY"), and the compensation now and hereafter
paid to me, I hereby agree as follows:
1. PROPRIETARY INFORMATION. At all times during my employment and
thereafter, I will hold in strictest confidence and will not disclose, use,
lecture upon or publish any of the Company's Proprietary Information (defined
below), except as such disclosure, use or publication may be required in
connection with my work for the Company, or unless an officer of the Company
expressly authorizes such in writing. "Proprietary Information" shall mean any
and all confidential and/or proprietary knowledge, data or information of the
Company, its affiliated entities, customers and suppliers, including but not
limited to information relating to products, processes, know-how, designs,
formulas, methods, developmental or experimental work, improvements,
discoveries, inventions, ideas, source and object codes, data, programs, other
works of authorship, and plans for research and development. During my
employment by the Company I will not improperly use or disclose any confidential
information or trade secrets, if any, of any former employer or any other person
to whom I have an obligation of confidentiality, and I will not bring onto the
premises of the Company any unpublished documents or any property belonging to
any former employer or any other person to whom I have an obligation of
confidentiality unless consented to in writing by that former employer or
person.
2. Assignment of Inventions.
2.1. Proprietary Rights. The term "Proprietary Rights" shall mean all
trade secret, patent, copyright, mask work and other intellectual property
rights throughout the world.
2.2. Inventions. The term "Inventions" shall mean all trade secrets,
inventions, mask works, ideas, processes, formulas, source and object codes,
data, programs, other works of authorship, know-how, improvements, discoveries,
developments, designs and techniques.
2.3. Prior Inventions. I have set forth on Exhibit B (Previous
Inventions) attached hereto a complete list of all Inventions that I have, alone
or jointly with others, made prior to the commencement of my employment with the
Company that I consider to be my property or the property of third parties and
that I wish to have excluded from the scope of this Agreement (collectively
referred to as "Prior Inventions"). If no such disclosure is attached, I
represent that there are no Prior Inventions. If, in the course of my employment
with the Company, I incorporate a Prior Invention into a Company product,
process or machine, the Company is hereby granted and shall have a nonexclusive,
royalty-free, irrevocable, perpetual, worldwide license (with rights to
sublicense through multiple tiers of sublicensees) to make, have made, modify,
use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I
will not incorporate, or permit to be incorporated, Prior Inventions in any
Company Inventions without the Company's prior written consent.
2.4. Assignment of Inventions. Subject to Section 2.6 and except for
those Inventions which I can prove qualify fully under the provisions of
California Labor Code 2870 (as set forth in Exhibit A), I hereby assign and
agree to assign in the future (when any such Inventions or Proprietary Rights
are first reduced to practice or first fixed in a tangible medium, as
applicable) to the Company all my right, title and interest in and to any and
all Inventions (and all Proprietary Rights with respect thereto). I will, at the
Company's request, promptly execute a written assignment to the Company of any
such Company Invention, and I will preserve any such Invention as part of the
Proprietary Information of the Company (the "Company Inventions").
2.5. Obligation to Keep Company Informed. I will promptly and fully
disclose in writing to the Company all Inventions during my employment and for
one (1) year after my employment, including any that may be covered by Section
2870. I agree to assist in every proper way and to execute those documents and
take such acts as are reasonably requested by the Company to obtain, sustain and
from time to time enforce patents, copyrights and other rights and protections
relating to Inventions in the United States or any other country.
2.6. Government or Third Party. I also agree to assign all my right,
title and interest in and to any particular Company Invention to a third party,
including without limitation the United States, as directed by the Company.
3. NO CONFLICTING OBLIGATION. I REPRESENT that my performance of all the
terms of this Agreement and as an employee of the Company does not and will not
breach any agreement to keep in confidence information acquired by me in
confidence or in trust prior to my employment by the Company. I have not entered
into, and I agree I will not enter into, any agreement either written or oral in
conflict herewith.
4. RETURN OF COMPANY DOCUMENTS. Upon termination of my employment with the
Company for any reason whatsoever, voluntarily or involuntarily, and at any
earlier time the Company requests, I will deliver to the person designated by
the Company all originals and copies of all documents and other property of the
Company in my possession, under my control or to which I may have access. I will
not reproduce or appropriate for my own use, or for the use of others, any
property, Proprietary Information or Company Inventions.
5. LEGAL AND EQUITABLE REMEDIES. Because my services are personal and
unique and because I may have access to and become acquainted with the
Proprietary Information of the Company, the Company shall have the right to
enforce this Agreement and any of its provisions by injunction, specific
performance or other equitable relief, without bond and without prejudice to any
other rights and remedies that the Company may have for a breach of this
Agreement.
6. NOTICES. Any notices required or permitted hereunder shall be given to
the appropriate party at the address specified below or at such other address as
the party shall specify in writing. Such notice shall be deemed given upon
personal delivery to the appropriate address or if sent by certified or
registered mail, three (3) days after the date of mailing.
7. EMPLOYMENT. I agree and understand that nothing in this Agreement shall
confer any right with respect to continuation of employment by the Company, nor
shall it interfere in any way with my right or the Company's right to terminate
my employment at any time, with or without cause.
GENERAL PROVISIONS. This Agreement will be governed by and construed according
to the laws of the State of California, as such laws are applied to agreements
entered into and to be performed entirely within California between California
residents. In case any one or more of the provisions contained in this Agreement
shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect the
other provisions of this Agreement, and this Agreement shall be construed as if
such invalid, illegal or unenforceable provision had never been contained
herein. This Agreement will be binding upon my heirs, executors, administrators
and other legal representatives and will be for the benefit of the Company, its
successors, and its
12.
assigns. The provisions of this Agreement shall survive the termination of my
employment and the assignment of this Agreement by the Company to any successor
in interest or other assignee. No waiver by the Company of any breach of this
Agreement shall be a waiver of any preceding or succeeding breach. No waiver by
the Company of any right under this Agreement shall be construed as a waiver of
any other right. The obligations pursuant to Sections 1 and 2 of this Agreement
shall apply to any time during which I was previously employed, or am in the
future employed, by the Company as a consultant if no other agreement governs
nondisclosure and assignment of inventions during such period. This Agreement is
the final, complete and exclusive agreement of the parties with respect to the
subject matter hereof and supersedes and merges all prior discussions between
us. No modification of or amendment to this Agreement, nor any waiver of any
rights under this Agreement, will be effective unless in writing and signed by
the party to be charged. Any subsequent change or changes in my duties, salary
or compensation will not affect the validity or scope of this Agreement.
This Agreement shall be effective as of the first day of my employment
with the Company.
Dated: _________________
- --------------------------------------
(SIGNATURE)
- --------------------------------------
(PRINTED NAME)
ACCEPTED AND AGREED TO:
ALIGN TECHNOLOGY, INC.
By: ______________________________________________________
Title: ___________________________________________________
___________________________________________________________
(Address)
___________________________________________________________
Dated: _________________
13.
EXHIBIT A
LIMITED EXCLUSION NOTIFICATION
THIS IS TO NOTIFY you in accordance with Section 2872 of the California
Labor Code that the foregoing Agreement between you and the Company does not
require you to assign or offer to assign to the Company any invention that you
developed entirely on your own time without using the Company's equipment,
supplies, facilities or trade secret information except for those inventions
that either:
1. Relate at the time of conception or reduction to practice of the
invention to the Company's business, or actual or demonstrably anticipated
research or development of the Company;
2. Result from any work performed by you for the Company.
To the extent a provision in the foregoing Agreement purports to require you to
assign an invention otherwise excluded from the preceding paragraph, the
provision is against the public policy of this state and is unenforceable.
This limited exclusion does not apply to any patent or invention covered
by a contract between the Company and the United States or any of its agencies
requiring full title to such patent or invention to be in the United States.
I ACKNOWLEDGE RECEIPT of a copy of this notification.
By:
--------------------------------
(PRINTED NAME OF EMPLOYEE)
Date: _______________________________
WITNESSED BY:
- --------------------------------
(PRINTED NAME OF REPRESENTATIVE)
A-1.
EXHIBIT B
TO: ALIGN TECHNOLOGY, INC.
FROM: ______________________
DATE: ______________________
SUBJECT: PREVIOUS INVENTIONS
1. Except as listed in Section 2 below, the following is a complete list of
all inventions or improvements relevant to the subject matter of my employment
by ALIGN TECHNOLOGY, INC. (the "COMPANY") that have been made or conceived or
first reduced to practice by me alone or jointly with others prior to my
engagement by the Company:
[ ] No inventions or improvements.
[ ] See below:
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
[ ] Additional sheets attached.
2. Due to a prior confidentiality agreement, I cannot complete the
disclosure under Section 1 above with respect to inventions or improvements
generally listed below, the proprietary rights and duty of confidentiality with
respect to which I owe to the following party(ies):
INVENTION OR IMPROVEMENT PARTY(IES) RELATIONSHIP
1. ________________________ ______________________ ________________
2. ________________________ ______________________ ________________
3. ________________________ ______________________ ________________
[ ] Additional sheets attached.
2.