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Employment Agreement

 

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Title:

Employment Agreement

Entities:

Align Technology, Inc.

Date:

2006

Size:

Preview shows 8KB of 44KB total

Price:

$39

ID:

#2524431

 

 

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                              EMPLOYMENT AGREEMENT


This AGREEMENT is entered into on September 25, 2006 by and
between Sonia Clark (the "Executive") and Align Technology, Inc., a Delaware
corporation (the "Company").

1. Duties and Scope of Employment.
------------------------------

(a) Position. For the term of her employment
under this Agreement ("Employment"), the Company agrees to employ the
Executive in the position of Vice President, Human Resources. The Executive
shall report to the Chief Executive Officer (the "CEO"). The Executive
accepts such employment and agrees to discharge all of the duties normally
associated with said position, and to faithfully and to the best of her
abilities perform such other services consistent with her position as Vice
President, Human Resources as may from time to time be assigned to him by
the CEO.

(b) Obligations to the Company. During the term
of her Employment, the Executive shall devote her 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 she is under no obligations or
commitments, whether contractual or otherwise, that are inconsistent with
her obligations under this Agreement. The Executive represents and warrants
that she will not use or disclose, in connection with her 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 her 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 she has
returned all property and confidential information belonging to any prior
employers.

(d) Commencement Date. The Executive commenced
full-time Employment on September 25, 2006.

2. Cash and Incentive Compensation.
-------------------------------

(a) Salary. The Company shall pay the Executive
as compensation for her services a base salary at a gross annual rate of
$250,000, 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."

1.
{PAGE}

(b) Target Bonus. The Executive shall be
eligible to participate in an annual bonus program that will provide her
with an opportunity to earn a potential annual bonus equal to 60% 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. Any bonus awarded or paid to
the Executive will be subject to the discretion of the Board; provided,
however, that for calendar year 2006, the Company guarantees that Executive
will be paid a prorated bonus based on the number of days of such year that
the Executive was employed by the Company equal to $37,500.

(c) Incentive Awards. The Executive shall be
eligible for an annual incentive stock option grant and/or restricted stock
unit award 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.
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. Each restricted stock unit award vests 25% on the one
year anniversary of the date of grant with 6.25% vesting quarterly
thereafter. The grant of each such option and/or restricted stock unit shall
be subject to the other terms and conditions set forth in the Company's 2005
Incentive Plan and in the Company's standard form of stock option agreement
and restricted stock unit agreement, as applicable.

3. Vacation and Executive Benefits. During the term of
-------------------------------
her 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 her 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 her Employment,
-----------------
the Executive shall be authorized to incur necessary and reasonable travel,
entertainment and other business expenses in connection with her 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 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"

 

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