Directorship Agreement - Align Technology Inc. and David E. Collins
[LETTERHEAD OF ALIGN TECHNOLOGY, INC.]
March 6, 2003
Via Express Delivery And Facsimile (802-457-9477 & 775-833-2836)
Mr. David E. Collins
13 Mountain Avenue
Woodstock, VT 05091
PMB #224
774 Mays Blvd., # 10
Incline Village, NV 89451
Re: Offer to join the Board of Directors
Dear Dave:
On behalf of Align Technology, Inc. (the "Company"), I am extremely
pleased to invite you to become a member of the Company's Board of Directors
(the "Board"). We believe that your skills, expertise and knowledge will prove
very helpful to the Company's progress.
In connection with your service as a director, we will recommend to the
Board that you be granted a stock option entitling you to purchase up to 75,000
shares of the Company's Common Stock. We will recommend that the shares become
vested as follows: 25% of the option shall vest on the 12 month anniversary of
the commencement of your service as a director, and the remaining 75% shall vest
in 36 equal monthly installments. In addition, the option will fully accelerate
upon the occurrence of a Change in Control of the Company (as that term is
defined in the Company's 2001 Stock Incentive Plan (the "Plan")). Each option
granted to you will be subject to the terms and conditions of the Plan and the
stock option agreement evidencing the option. The exercise price per share will
be equal to the fair market value of the Company's common stock on the date of
grant, as determined by the Board.
In addition, you will be entitled to receive cash compensation in
accordance with Schedule A attached hereto. You will be reimbursed for
reasonable expenses incurred by you in connection with your services to the
Company in accordance with the Company's established policies.
The Board currently meets once every two months at our offices in Santa
Clara. The various committees of the Board to which you may be appointed also
meet frequently. It is our expectation that you will participate in those
meetings in person to the extent possible. We also ask that you make yourself
available to participate in various telephonic meetings from time to time.
Please note that this offer is contingent upon your qualification as an
independent director under applicable NASDAQ rules. Also, please note that this
offer and any rights to purchase shares of the Company's capital stock
referenced in this offer letter are contingent upon approval of the Board and
the Company's stockholders.
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Your service on the Board of Directors will be in accordance with, and
subject to, the Company's Bylaws and the Certificate of Incorporation, as such
may be amended from time to time. In accepting this offer, you are representing
to us that (i) you do not know of any conflict that would restrict you from
becoming a director of the Company and (ii) you will not provide the Company
with any documents, records or other confidential information belonging to any
other parties.
This offer is considered confidential information and we trust that you
will treat it as such. If you wish to accept this offer, please sign below and
return the fully executed letter to us. You should keep one copy of this letter
for your own records. This letter sets forth the terms of your service with the
Company and supersedes any prior representations or agreements, whether written
or oral. This letter may not be modified or amended except by a written
agreement, signed by an officer of the Company and by you.
We are looking forward to having you join us at the Company. We believe
that your enthusiasm and past experience will be an asset to the Company and
that you will have a positive impact on the organization. If you have any
questions, please call me at (408) 470-1112.
Sincerely,
Align Technology, Inc.
/s/ Thomas M. Prescott
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Thomas M. Prescott
Accepted and agreed to this
6th day of March, 2003
/s/ David E. Collins
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David E. Collins
-2-
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ALIGN TECHNOLOGY
INDEPENDENT BOARD MEMBER
PROFORMA ANNUAL FEE SCHEDULE - SCHEDULE A
<CAPTION>
FEE PROJECTED
ACTIVITY PER EVENT ANNUAL FEE
-------------------------------------------------- ----------- ------------
Monthly Board Retainer $ 2,000.00 $ 24,000.00
Face to Face Board of Director Meetings (5 per year) $ 1,500.00 $ 7,500.00
Telephonic Board of Director Meetings (4 per year) $ 750.00 $ 3,000.00
Face to Face Audit Committee Meetings (5 per year) $ 1,000.00 $ 5,000.00
Telephonic Audit Committee Meetings (4 per year) $ 500.00 $ 2,000.00
Other Committee Assignments Approximately (4 per year) $ 1,000.00 $ 4,000.00
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Proforma Annual Director Compensation $ 45,500.00
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Note : All customary out of pocket expenses related to meeting attendance will
be reimbursed.
Align Confidential