Notice of Grant of Stock Option - Align Technology Inc. and Kelsey Wirth
ALIGN TECHNOLOGY, INC.
NOTICE OF GRANT OF STOCK OPTION
Notice is hereby given of the following option grant (the "Option") to
purchase shares of the Common Stock of Align Technology, Inc. (the
"Corporation"):
Optionee: Kelsey Wirth
Grant Date: January 4, 2001
Vesting Commencement Date: January 4, 2001
Exercise Price: $ 15.00 per share*
Number of Option Shares: 1,000,000 shares*
Expiration Date: January 3, 2011
Type of Option: Non-Statutory Stock Option
Exercise Schedule: The Option shall become exercisable for twenty-five
percent (25%) of the Option Shares upon Optionee's completion of one
(1) year of Service measured from the Vesting Commencement Date and
shall become exercisable for the balance of the Option Shares in a
series of thirty-six (36) successive equal monthly installments upon
Optionee's completion of each additional month of Service over the
thirty-six (36) month period measured from the first anniversary of
the Vesting Commencement Date. In no event shall the Option become
exercisable for any additional Option Shares after Optionee's
cessation of Service.
Optionee understands and agrees that the Option is granted subject to
the terms and conditions of the Stock Option Agreement attached hereto as
Exhibit A and agrees to be bound by those terms and conditions. The Option is
subject to the approval of the Corporation's stockholders and shall terminate in
the event such stockholder approval is not obtained before July 1, 2001.
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* Pre-adjusted to reflect the 2-for-1 split of the Common Stock to be
effective January 5, 2001.
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Employment at Will. Nothing in this Notice or in the attached Stock
Option Agreement shall confer upon Optionee any right to continue in Service for
any period of specific duration or interfere with or otherwise restrict in any
way the rights of the Corporation (or any Parent or Subsidiary employing or
retaining Optionee) or of Optionee, which rights are hereby expressly reserved
by each, to terminate Optionee's Service at any time for any reason, with or
without cause.
Definitions. All capitalized terms in this Notice shall have the
meaning assigned to them in this Notice or in the attached Stock Option
Agreement.
DATED: 1/24/01
ALIGN TECHNOLOGY, INC.
By: Illegible
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Title: Director
Illegible
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0PTIONEE
Address:
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ATTACHMENTS
Exhibit A - Stock Option Agreement
Exhibit B - Prospectus
2
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EXHIBIT A
STOCK OPTION AGREEMENT
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EXHIBIT B
PROSPECTUS
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COMPENSATION AGREEMENT
Agreement dated as of the day of January, 2001 by and
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between Kelsey Wirth ("Optionee") and Align Technology, Inc., a Delaware
corporation (the "Corporation").
W I T N E S S E T H
WHEREAS, Optionee is to provide services to the Corporation, and the
Corporation wishes to provide an equity incentive to Optionee to provide such
services.
NOW, THEREFORE, in consideration of the above premises, the parties
hereto agree as follows:
1. On January 4, 2001 Optionee was granted an option to acquire
1,000,000/1/ shares of the Corporation's Common Stock (the "Option") under the
terms and conditions set forth in the Stock Option Agreement, attached hereto as
Exhibit A.
2. Corporation and Optionee acknowledge and agree that the Option is
granted as compensation for services and not for any capital-raising purposes or
in connection with any capital-raising activities.
3. This agreement is intended to constitute a written compensation
contract within the meaning of Rule 701 of the Securities Act of 1933, as
amended.
4. Nothing herein or in the Stock Option Agreement shall confer upon
Optionee any right to continue in the Corporation's employ or service for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Corporation or Optionee, which rights are hereby expressly
reserved by each party, to terminate Optionee's service at any time for any
reason, with or without cause.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the date first above written.
OPTIONEE: Align Technology, Inc.
Illegible By: Illegible
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Title: Director
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/1/ Pre-adjusted to reflect the 2-for-1 split of the Common Stock to be
effective January 5, 2001.
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EXHIBIT A
STOCK OPTION AGREEMENT