¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

ý	No fee required.

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

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

2)	Aggregate number of securities to which transaction applies:

3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4)	Proposed maximum aggregate value of transaction:

5)	Total fee paid:

¨	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:

2)	Form, Schedule or Registration Statement No.:

3)	Filing Party:

4)	Date Filed:

---

1.	To elect eight (8) directors to serve until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified;

2.	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accountants for the fiscal year ending December 31, 2013;

3.	To conduct an advisory (non-binding) vote to approve the compensation of our named executive officers;

4.	To approve our amended and restated 2005 Incentive Plan; and

5.	To consider such other business as may properly come before the Annual Meeting of Stockholders or any adjournments or postponements thereof.

---

---

Q:	Why am I receiving these materials?

A:

Our Board of Directors (the “Board”) is providing these materials to you in connection with the solicitation of proxies for use at Align’s 2013 Annual Meeting of stockholders, which will take place on Thursday, May 16, 2013 at 10:00 a.m. local time, at our corporate headquarters located at 2560 Orchard Parkway, San Jose, California 95131 (referred to in this proxy statement as the “Annual Meeting”). As a stockholder, you are invited to attend the Annual Meeting and are requested to vote on the items of business described in this proxy statement.

Q:	What information is contained in these materials?

A:

This proxy statement contains important information regarding our Annual Meeting. Specifically, it identifies the proposals on which you are being asked to vote, provides information you may find useful in determining how to vote and describes the voting procedures. Align’s 2012 Annual Report on Form 10-K, proxy card and return envelope are also enclosed. These proxy materials are being mailed on or about April 18, 2013 to all of our stockholders as of the record date, which was set by our Board as March 22, 2013. This proxy statement and Align’s annual report to stockholders for the fiscal year ended December 31, 2012 are available at www.aligntech.com by clicking on “Investor” and then clicking on “Click here for 2013 Annual Meeting/Proxy Materials.”

Q:	What proposals will be voted on at the Annual Meeting?

A:	The proposals that will be presented at the Annual Meeting and our Board’s voting recommendations are set forth in the table below:

Q:	Who can attend the Annual Meeting?

A:

All stockholders as of the record date, or their duly appointed proxies, may attend the Annual Meeting. Registration will begin at 9:30 a.m. If you attend, please know that you may be asked to present valid picture identification, such as a driver’s license or passport. Stockholders holding stock in brokerage accounts (“street name” holders) will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting.

Q:	Who can vote at the Annual Meeting?

A:	If you are a stockholder of record or a beneficial owner who owned our common stock at the close of business on March 22, 2013, the record date for the Annual Meeting, you are entitled to vote at the Annual Meeting. As of the record

---

Q:	What is the difference between holding shares directly or as a beneficial owner, in street name?

A:	Most of our shareholders hold their shares as a beneficial owner through a brokerage firm, bank or other nominee. As summarized below, there are some differences between shares held of record and those owned beneficially.

Q:	How do I vote?

A:

Voting by Mail. Stockholders of record may submit a proxy by completing, signing, dating and returning the enclosed proxy card. Proxy cards submitted by mail must be received prior to the closing of the polls at the Annual Meeting in order for the votes to be recorded. By submitting a proxy card, you are authorizing our President and Chief Executive Officer and our Vice President, Corporate and Legal Affairs, General Counsel and Corporate Secretary, who are named on the proxy card as “proxies and attorneys-in-fact,” to vote your shares at the Annual Meeting in the manner you indicate.

Q:	What if I don’t give specific voting instructions?

A:	In the election of directors and for each other item, you may vote “FOR,” “AGAINST” or “ABSTAIN.” A vote of “ABSTAIN” with respect to any such matter will not be voted, although it will be counted for purposes of determining whether there is a quorum. Accordingly, an abstention will have the effect of a negative vote.

---

Q:	Can I change or revoke my vote?

A:	Subject to any rules your broker or other nominee may have, you may change your proxy instructions at any time before your proxy is voted at the Annual Meeting.

•	Sign and return another proxy bearing a later date prior to the time we take the vote at the Annual Meeting;

•	Submit a timely and valid Internet or telephone vote on a later date but prior to the time we take the vote at the Annual Meeting;

•	provide written notice of the revocation to:

•	attend the Annual Meeting and vote in person. Your attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

•	submit new voting instructions to your broker or other nominee; or

•	if you have obtained a legal proxy from your broker or other nominee giving you the right to vote your shares at the Annual Meeting, attend the Annual Meeting and vote in person.

Q:	What vote is required to approve each item?

A:	The vote required and the way the vote is calculated for the proposals is as follows:

---

Q:	What constitutes a quorum?

A:

A quorum, which is a majority of the outstanding shares of our common stock as of the record date, must be present or represented by proxy in order to hold the Annual Meeting and to conduct business. As of the record date, 81,724,618 shares of common stock, representing the same number of votes, were outstanding. That means that we need the holders of at least 81,724,618 shares of common stock to be represented for us to have a quorum. Your shares will be counted as present at the Annual Meeting if you attend the Annual Meeting in person. Your shares will be considered present and represented by proxy if you submit a properly executed proxy card or vote via the Internet or by telephone. Under the General Corporation Law of the State of Delaware, abstentions and broker “non-votes” are counted as present and entitled to vote and so are included for purposes of determining whether a quorum is present at the Annual Meeting.

Q:	Who will bear the cost of soliciting votes for the Annual Meeting?

A:

We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing and mailing of proxy materials. The original solicitation of proxies by mail may be supplemented by solicitation by telephone and other means by directors, and employees of Align. None of these officers, directors or employees will receive special compensation for such services. In addition, we may reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding these proxy materials to you. We have retained Alliance Advisors, LLC for an estimated fee of $11,500, plus out of pocket expenses, to assist in distributing proxy materials and soliciting proxies.

Q:	Who will count the vote?

A:	We expect a representative from Computershare Limited will tabulate the proxies and act as inspector of the election.

Q:	What if multiple stockholders share the same address?

A:

To reduce expenses, in some cases, we are delivering one set of voting materials to certain stockholders who share a single address, unless otherwise requested by one of the stockholders. A separate proxy card is included in the voting materials for each of these stockholders. If you have only received one set, you may request separate copies of the voting materials at no additional cost to you by calling us at (408) 470-1000 or by writing to us at Align Technology, Inc., 2560 Orchard Parkway, San Jose, California 95131, Attn: Investor Relations. You may also contact us by calling or writing if you would like to receive separate materials for future annual meetings.

Q:	What is the company’s website address?

A.

Our website address is www.aligntech.com. We make this proxy statement, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended available on our website in the Investor Relations section, as soon as reasonably practicable after electronically filing such material with the Securities and Exchange Commission (“SEC”).

Q:	Where can I find the voting results of the meeting?

A:	The preliminary results will be announced at the Annual Meeting. The final results will be published in a Current Report on Form 8-K, which we will file with the SEC by May 22, 2013.

Q:	Is there any information that I should know regarding future annual meetings?

A:

Stockholder proposals may be included in our proxy statement for an annual meeting so long as they are provided to us on a timely basis and satisfy the other conditions set forth in SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. For a stockholder proposal to be considered for inclusion in our proxy statement for the annual meeting to be held in 2014, we must receive the proposal at our principal executive offices, addressed to the Corporate Secretary, no later than January 1, 2014. In addition, a stockholder proposal that is not intended for inclusion in our proxy statement under Rule 14a-8 may be brought before the 2014 annual meeting so long as we receive information and notice of the proposal in compliance with the requirements set forth in our Bylaws, addressed to the Corporate Secretary at our principal executive offices, not later than February 15, 2014 nor earlier than January 16, 2014.

---

---

---

---

---

---

•

Director Stock Ownership Guidelines. The guidelines provide that each director should own shares of Align’s common stock equal in market value to three times the cash portion of the Board’s annual retainer. The guideline for the Chairman of the Board is equal to the amount calculated for each of the other non-executive members of the Board. By way of example, assuming the cash portion of the Board’s annual retainer is $40,000, the target ownership level for a director, including the Chairman, would be $120,000. Directors are expected to attain the minimum level of target ownership within a period of five years from the effective date of the policy. Any new director will be expected to attain the minimum level of target ownership within a period of five years from the date he or she is first elected to the Board. In addition, in March 2013, the Compensation Committee of the Board of Directors determined to increase the director ownership ratio from three times the cash portion of the Board's annual retainer to five times. Currently, all directors are in compliance with the revised policy.

•

Executive Officer Stock Ownership Guidelines. The target ownership guideline set for each executive is based on that person’s relative level of seniority and responsibility. For our CEO, the ratio is 3.0 times his annual base salary. For our CFO, the ratio is 0.75 times his annual base salary. For each other executive officer, the ratio is 0.5 times such officer’s annual base salary. Once established, an executive officer’s target ownership guideline does not re-adjust automatically as a result of changes in his or her base salary or changes in the price of the company’s stock. Executive officers are required to achieve the guideline within five years of becoming an executive officer, or, in the case of persons who were executive officers at the time the guidelines were adopted, within five years of the date of adoption of the guidelines. In addition, in March 2013, the Compensation Committee of the Board of Directors determined to increase Mr. Prescott's ratio from 3 times his annual base salary to 5 times his annual base salary. The Committee also increased the ratio for each executive officer other than the CEO to 1.0 times each such executive officer's base salary. Currently, each executive officer is in compliance with the revised stock ownership guidelines, as amended.

•	shares of Align common stock held directly by the director or officer or in trust for the benefit of the director or officer or his or her family member living in the same household,

---

•	50% of the gain on vested in-the-money stock options, and

•	shares of underlying Align restricted stock units held directly by a director or officer, whether or not yet vested.

---

•	the highest personal and professional ethics and integrity;

•	proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment;

•	skills and experience that are complementary to those of the existing Board;

•	the ability to assist and support management and make significant contributions to Align’s success; and

•	an understanding of the fiduciary responsibilities that is required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities.

---

•	our compensation program is designed to provide a balanced mix of cash and equity, annual, and longer-term incentives in order to encourage strategies and actions that are in Align’s long-term best interests;

•	base salaries are consistent with an employee’s responsibilities so that they are not motivated to take excessive risks to achieve a reasonable level of financial security;

•	we establish performance goals under our annual cash incentive plan that we believe (A) are reasonable in light of past performance and market conditions, (B) encourage success without encouraging excessive risk taking to achieve short-term results, and therefore do not encourage unnecessary or excessive risk-taking;

•	the performance goals that determine payouts under our annual cash incentive plans are company-wide in order to encourage decision-making that is in the best long-term interests of Align and our stockholders as a whole;

•	the performance goals under our annual cash incentive plan include the achievement of non-financial, key strategic objectives that put an emphasis on the achievement of results intended to build value over the longer-term;

•	under our annual cash incentive plans, achievement of performance goals at levels below full target reduces only the payout related to that goal, not the other goals, and therefore does not result in an “all-or-nothing” approach;

•	each performance goal under our annual cash incentive plan has a maximum cap on achievement;

•	the Compensation Committee has discretion over annual cash incentive program payouts;

•	for our executive officers, we use a portfolio of equity based incentives that incent performance over a variety of time periods with respect to several balanced goals:

•	RSUs retain value even in a depressed market making it less likely that employees take unreasonable risks to get, or keep, equity grant “in the money”; and

•	performance-based market stock units, or MSUs, measure relative stockholder return over a three-year performance cycle; and

•	executive officers are subject to share ownership guidelines.

---

---

(1)	The Chairman of the Board does not receive any compensation for Board or committee attendance other than the annual retainer.

(1)	The amounts shown in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of awards of restricted stock units. There can be no assurance that the grant date fair value amounts will ever be realized. The restricted stock unit awards are time based awards, and are not subject to performance or market conditions.

(2)	Mr. Larkin is the Chairman of the Board. The Chairman of the Board does not receive any compensation for Board or committee attendance other than the annual retainer.

---

---

(1)	Audit fees—These are fees for professional services performed by PwC for the annual audit of Align’s financial statements and review of financial statements included in Align’s quarterly filings, and services that are normally provided in connection with statutory and regulatory filings or engagements, and attest services, except those not required by statute or regulation.

(2)	Audit-related fees—These are fees for technical advisory consultations performed by PwC that are reasonably related to the performance of the audit or review of Align’s financial statements and are not reported under “Audit fees”, including fees for due diligence services.

(3)	Tax fees—These are fees for professional services performed by PwC with respect to tax compliance, tax advice and tax planning.

---

---

•	the integrity of Align’s financial statements;

•	Align’s compliance with legal and regulatory requirements;

•	the independent registered public accountant’s qualifications, independence and performance;

•	adequacy of Align’s internal accounting and financial controls; and

•	Align’s internal audit department.

•	providing guidance with respect to Align’s relationship with the independent auditors, including having responsibility for their appointment, compensation and retention;

•	reviewing the results and audit scope;

•	approving audit and non-audit services;

•	reviewing and discussing with management the quarterly and annual financial reports;

•	overseeing and reviewing Align’s risk management policies; and

•	overseeing management’s implementation and maintenance of effective systems of internal controls.

---

•	Approximately 80%—90% of total compensation is variable and tied to achievement of internal performance targets or Align's stock price performance;

•	Since Align’s achievement of internal performance targets was at or near target in 2012 compared to significantly above target in 2011, each executive officer received less cash incentive award compensation compared to 2011;

•	Align granted long-term equity awards that link the interests of our executives with those of our shareholders. Specifically, those awards include performance-based market stock units, which are earned based on a comparison of Align’s stock price performance to the Nasdaq Composite index over a 3-year performance period;

•	Executive officers are not entitled to any tax gross-up treatment on any severance or change-of-control benefits;

•	Align’s compensation programs are reviewed regularly by the Compensation Committee, which has determined the Company’s compensation programs do not create inappropriate or excessive risk that is likely to have a material adverse effect on the Company;

•	Align continued to demonstrate its prudent use of equity balancing stockholder concerns with the motivation of our executive officers to achieve the Company’s business goals and create long-term stockholder value. In 2012, Align’s overall equity award adjusted burn rate (which counts each RSU and earned MSU award as 2.0 shares) was 2.23%.

---

•	An increase by 7,000,000 shares in the number of shares authorized for issuance under the Incentive Plan, from 13,283,379 to 20,283,379 shares (plus up to an aggregate of 5,000,000 shares that are or would have been returned to our 2001 Stock Incentive Plan (the “2001 Plan”) as result of termination of options or repurchase of shares on or after March 28, 2005).

•

Each share subject to awards of restricted stock, restricted stock units, performance shares and performance units with a per share or unit purchase price less than the fair market value of a share of our common stock on the award's grant date (“full value awards”) that are granted on or after May 16, 2013, will be counted against the Incentive Plan's share reserve (the “fungible ratio”) as 1.9 shares for every one share subject to such award. Shares subject to such awards that are returned to the Incentive Plan will be credited as 1.9 shares. The fungible ratio of awards granted prior to May 16, 2013, was 1.5 shares for every one share subject to such award and each share subject to such awards that are returned to the Incentive Plan will continue to be credited as 1.5 shares.

•	In any fiscal year of Align, non-employee directors may be granted awards covering a maximum of 100,000 shares (other than any awards granted to such director while he or she was a consultant or employee of Align or its affiliates).

•

Full value awards granted under the Incentive Plan will be subject to vesting criteria as determined by the administrator of the Incentive Plan, which the administrator may reduce or waive following the grant of a full value award. Prior to the Amendment, full value awards were required to vest at a rate not earlier than as to one-third of the shares annually from the award's grant date, unless the award was subject to performance-based vesting over a performance period of at least one year, and any vesting criteria could be reduced or waived only upon or in connection with a change in control of Align or the award holder's termination of service with Align.

•

Aligns director, employee and stockholder interests. We believe that an effective and competitive employee incentive program is imperative for the success of our business. We rely on our experienced employees and their efforts to help Align achieve its business objectives. At Align, equity awards constitute a key component of our incentive and retention programs because the Board and the Compensation Committee of our Board believe that equity compensation encourages our employees to act like owners of the business, motivating them to work toward our success and rewarding their contributions by allowing them to benefit from increases in the value of our shares.

•

Attracts and retains talent. Talented, motivated and effective executives and employees are essential to executing our business strategies. Stock-based compensation has been an important component of total compensation at Align for many years because such compensation enables us to effectively recruit executives and other employees while encouraging them to act and think like owners of our company. If the Amendment to the Incentive Plan is approved, we believe we will maintain our ability to offer competitive compensation packages to both retain our best performers and attract new talent.

---

•	Supports our pay-for-performance philosophy. The Compensation Committee of our Board believes that stock-based compensation is inherently performance-based, as the benefit the recipient receives increases as our stock price rises. The same attribute also directly links equity award compensation with stockholder value creation.

•

Historical Grant Practices. Our Board considered the historical amounts of equity awards that Align has granted in the past 3-years. The following table sets forth information regarding awards granted and earned and the run rate (burn rate) for each of the last 3 fiscal years. Our 3-year adjusted burn rate of 2.64% (adjusted so that each full-value award is counted as two stock options) is significantly below industry guidelines recommended by Institutional Shareholder Services of 5.09%.

•

Forecasted Grant Practices. We currently forecast granting options and full value awards (in the form of restricted stock units and market stock units) covering approximately 8.5 million shares over the next 3 year period, which is equal to 10% of our common shares outstanding as of March 1, 2013. In particular, and as part of its analysis, the compensation committee considered our proposed share reserve in light of the “fungible ratio,” a ratio established to account for the economic and dilutive differences between “full value” equity awards such as restricted stock units and market stock units, which will generally result in some value being paid to an employee upon vesting regardless of stock price performance, and stock options, which require that our stock price trade higher than the applicable exercise price in order for a participant to realize value. Because of these differences, we are generally required to deliver more shares subject to options in order to provide the same estimated grant value relative to restricted stock or restricted stock units. For purposes of our plan, the compensation committee established a “fungible ratio” of 1.9:1, meaning that shares subject to restricted stock units and market stock units, and similar full value awards will count against our available reserves at the rate of 1.9 shares for each share subject to the award. In determining the fungible ratio, the compensation committee considered information from third-party databases. Stock options would reduce the available reserve on a share for share basis based on the number of shares subject to the option.

•

Awards Outstanding Under Existing Grants. Align has outstanding, as of March 1, 2013, stock options covering 2,587,091 shares, 1,914,592 unvested restricted stock units and 561,900 unvested market stock units (calculated assuming they vest at their maximum value of 150% of target). Accordingly, the approximately 5,063,583 shares subject to outstanding awards (commonly referred to as the “overhang”) represent approximately 6% of our outstanding shares. Subject to approval by our stockholders, the overhang resulting from the number of shares requested under the plan will be approximately 18%.

---

•	81,714,769 shares of our common stock were outstanding.

•	The market value of one share of our common stock was $31.13.

•	The number of shares remaining available for future grants, under the Incentive Plan was 2,576,123.

•	The weighted average exercise price of all outstanding stock options was $15.40.

•	The weighted average remaining contractual term for all outstanding stock options was 4.07 years.

---

---

---

---

---

---

(1)	This number reflects the number of securities to be issued upon exercise of outstanding options and restricted stock units under the 1997 Equity Incentive Plan, the 2001 Stock Incentive Plan, and the 2005 Incentive Plan.   The 1,500,193 restricted stock units included in this number have an exercise price of zero.

---

(2)	We are unable to ascertain with specificity the number of securities to be issued upon exercise of outstanding rights under the Employee Stock Purchase Plan or the weighted average exercise price of outstanding rights under the Employee Stock Purchase Plan.

(3)

This number of securities reflects securities available for future issuance under the 2005 Stock Incentive Plan and the 2012 Stock Incentive Plan. Our 2005 Incentive Plan, as amended, provides for the granting of incentive stock options, non-statutory stock options, restricted stock units, stock appreciation rights, performance units and performance shares to employees, non-employee directors, and consultants.   Shares granted as an award of restricted stock, restricted stock unit, performance share or performance unit are counted against the authorized share reserve as one and one-half (1 1/2) shares for every one (1) share subject to the award, and any shares canceled will be returned at the same ratio.  An aggregate of 5,000,000 shares that would have been returned to our expired 2001 Stock Incentive Plan as a result of options canceled or shares repurchased, can be added to the shares available under the 2005 Incentive Plan. As of December 31, 2012, we have a total of 16,283,379 shares authorized and reserved, of which 4,103,752 shares are available for issuance. This includes 2,377,616 shares that have been transferred from the 2001 Stock Incentive Plan. We issue new shares from our pool of authorized but unissued shares to satisfy the exercise and vesting obligations of our stock-based compensation plans. Our 2001 Employee Stock Purchase Plan (the “2001 Purchase Plan”) consists of consecutive overlapping twenty-four month offering periods with four six-month purchase periods in each offering period.  Employees purchase shares at 85% of the fair market value of the common stock at either the beginning of the offering period or the end of the purchase period, whichever is lower.  The 2001 Purchase Plan expired on January 31, 2011. In May 2010, our shareholders approved the 2010 Employee Stock Purchase Plan (the “2010 Purchase Plan”) to replace the 2001 Purchase Plan.  The terms and features of the 2010 Purchase Plan are substantially the same as the 2001 Purchase Plan and will continue until terminated by either the Board or its administrator.  The maximum number of shares available for issuance under the 2010 Purchase Plan is 2,400,000 shares.  During the year ended December 31, 2012, 2011 and 2010, we issued 336,382, 482,542, and 643,129 shares, respectively, at average prices of $17.98, $10.63, and $7.21, respectively.  As of December 31, 2012, 1,899,845 shares remain available for future issuance.

---

---

•	net revenue growth of 16.7% with record revenues of $560.0 million;

•	non-GAAP operating income growth of 22.9%; and

•	non-GAAP EPS growth of 20.6%.

•	Entered into a new market segment with the launch of Invisalign Express 5, a five stage aligner product for North America and Invisalign i7, a seven stage aligner product for Europe, both of which help doctors treat more patients who could benefit from minor tooth movements, but are reluctant to invest in comprehensive treatment due to cost.

•	Announced the Invisalign Outcome Simulator application, our first Invisalign chair-side application for the iTero and iOC scanners, providing our customers with a powerful tool to help their patients visualize the benefits possible with Invisalign treatment.

•	Announced a new SmartTrack aligner material, a highly elastic, a proprietary material, that delivers gentle, more constant force considered ideal for orthodontic tooth movements which became the new standard aligner material for Invisalign clear aligner products starting in 2013.

•	Grew our Invisalign teenage segment 20.8% year over year demonstrating our continued progress and share gain among teens, defined as 11 to 19 years old worldwide.

•	Grew international Invisalign case shipments 23% driven by increased adoption in Europe and Asia Pacific, expansion into new emerging markets such as China, Russia, and the Middle East, as well as new direct to consumer marketing programs in Europe.

---

•

Stockholders indicated strong support for our executive compensation program in 2012. In 2012, we held our second annual advisory vote on our executive compensation as described in last year's proxy statement. Last year's proxy statement detailed our fiscal 2011 executive compensation. Approximately 91% of the total votes cast at our annual meeting voted in favor of our 2012 say-on-pay resolution. As we evaluated our executive compensation practices since that vote, we were mindful of the strong support our stockholders expressed for our executive compensation program. As a result, the Compensation Committee generally believes that the say-on-pay vote affirmed stockholder support of our approach to executive compensation and they did not believe it was necessary to make any significant changes to our executive compensation program.

•

Our compensation program continues to emphasize performance-based pay. Our compensation program is designed to pay more when our financial and strategic performance is robust and less when it is not, providing built-in flexibility in the management of our operating expenses and enabling us to preserve strategic programs when economic conditions are unfavorable. A significant portion of our executive officers’ compensation is variable and tied to the success of our business and the individual performance of our executives. Consistent with this pay-for-performance orientation, Align believes that annual cash incentive (bonus) awards and long-term equity compensation should together represent the most significant portion of total direct compensation. As a result, a larger portion of our executive officers’ total compensation is at risk relative to Align’s other employees. We believe this is appropriate because our executive officers bear the greatest responsibility for Align’s results and can exert the greatest influence on Align’s performance. As illustrated by the charts below, in fiscal 2012, approximately 87% of our CEO’s total compensation and approximately 80% of our other named executive officers (except for Mr. Cambra and Ms. Erfuth) total compensation was subject to annual performance goals or tied to the value of our common stock.

•

Equity awards are tied to the value of our common stock. Value received under our annual equity awards varies based on our stock price performance. Payouts of our market stock unit (MSU) awards to our executive officers vary based on the relative performance of our stock compared to the Nasdaq Composite Index over a three-year performance period. Any value received by our executive officers from annual restricted stock unit awards is contingent upon our stock price performance. Our Compensation Committee specifically designed our MSU award program to closely tie actual long-term performance with long-term pay, and total stockholder return has been, and is expected to continue to be, the key measurement of our performance under this program.

•	Annual cash incentive awards subject to annual performance goals. The Committee seeks to motivate management to continuously improve the financial performance of the Company and to achieve our key strategic priorities through a cash incentive (bonus) plan that rewards higher performance with increased incentive

---

•

Changes to Equity Awards Portfolio. The Compensation Committee has historically granted time-vested stock options to tie compensation to absolute increases in our stock price over multi-year periods. Stock options are rights to purchase our Common Stock on or after the vesting date at the closing price of our Common Stock on the date of grant. Unlike RSUs, our stock price must increase over the exercise price set at the date of grant for stock options to have any value. Effective for 2012, the Compensation Committee determined to no longer grant stock options to our executive officers and moved to a portfolio consisting of approximately 1/2 performance-based market stock units, or MSU value, to further align the compensation of our NEOs with Company performance and stockholders' interest and 1/2 time-based RSUs to promote retention of our leadership team. The Compensation Committee believes that this equity mix will more consistently meet our two principle goals of rewarding results that increase stockholder value while ensuring the retention of our most valuable asset, our employees.

•

Relationship Between Company Performance, Stock Price and CEO Compensation. The following illustrates the directional relationship between Align’s performance, based on two of our key financial metrics and our stock price, and the compensation of our CEO from 2010 to 2012. These two key financial metrics are used in our cash incentive compensation plan and reflect our continued focus on growth and profitability over the long term.

1)	Non-GAAP Revenue was adjusted in 2010 to exclude the release of $14.3 million of previously deferred revenue for Invisalign Teen. GAAP revenue in 2010 was $387.1 million. Non-GAAP Revenue was adjusted in 2012 to exclude the release of $4.9 million of previously deferred revenue for Invisalign case refinement.

2)	Non-GAAP Operating Income was adjusted as approved by the Compensation Committee in each of 2010, 2011 and 2012 to exclude certain items that are not indicative of our core operating performance. See Appendix A of this proxy statement for a reconciliation of adjusted Non-GAAP profit from operations and Non-GAAP net profit to the most comparable GAAP measurements.

•	The Compensation Committee is composed solely of independent directors and it directly retains an independent compensation consultant.

•	We elected to hold an annual advisory say-on-pay vote, and the Compensation Committee considers the outcome of the advisory vote in making compensation decisions.

•

In 2008, Align adopted Stock Ownership Guidelines for our executives in order to further link the decisions they are responsible for in the near-term to the long-term success of the Company. In March 2013, the Compensation Committee determined to increase Mr. Prescott's ratio from 3.0 times his annual salary to 5.0 times his annual salary. Our CEO currently holds 171,520 shares of our common stock outright with a value as of fiscal year end of more than eight times his 2012 base salary. In

---

•

Align’s executive compensation policies are structured to discourage inappropriate risk-taking by our executives. The Compensation Risk Assessment located on page 13 of this proxy statement describes the Compensation Committee’s assessment that the risks arising from our company-wide compensation programs are reasonable, in the best interest of our stockholders, and not likely to have a material adverse effect on us.

•	Our insider trading policy prohibits our executive officers from “hedging” ownership in Align by engaging in any short sales or trading in any options contracts involving our securities.

•	Offer competitive compensation. We seek to provide competitive compensation opportunities to attract, retain and incent superior talent.

•

Reward performance. A significant portion of total compensation for our NEOs is tied to the achievement of financial and strategic objectives. We believe that this supports our pay-for-performance philosophy by directly and substantially linking rewards to the achievement of measurable financial targets and a shared set of critical strategic priorities. By also rewarding individual performance, we seek to foster a meritocracy.

•	Link the interests of our executives with those of our stockholders. A significant portion of total compensation for our NEOs is tied to the achievement of financial and strategic objectives and is in the form of long-term equity-based compensation. This structure is designed to focus decision-making and behavior on goals that are consistent with Align’s overall strategy.

---

•	market comparison data (peer group data and survey data);

•	subjective elements, such as:

•	the scope of the executive’s role;

•	the executive’s:

•	experience;

•	qualifications;

•	skills; and

•	performance during the fiscal year (see discussion below on “Role of Individual Performance”);

•	internal equity; and

---

•	Align’s operational and financial performance.

•	Industry—medical device companies and software as a service companies (SaaS). We believe that the SaaS industry is a relevant industry for market comparison purposes due to the integral role that software systems and software development has in our products and services;

•	Market Capitalization—companies with a market capitalization of between approximately $600 million and $5.5 billion, based upon the companies’ trading ranges at the time of selection; and

•	Revenue—companies with revenue of between approximately $130 million to $1.2 billion, based upon the last four quarters of revenue at the time of selection.

---

•	Radford Global Technology Survey—the scope of the data included from this survey was companies located throughout the United States with revenues of $200 million to $500 million;

•	Radford Life Sciences Survey—the scope of the data included from this survey was companies located throughout the United States with more than 150 employees.

---

•	base salary;

•	annual cash incentive awards;

•	long-term equity-based incentive grants; and

•	severance and change of control arrangements.

(1)	Ms. Erfurth joined Align in October 2012. Although her base salary was set at $320,000, she earned $67,692 during the three month period she was employed by Align in 2012.

---

---

(1)	The threshold performance and the level of performance at which the funding for that particular performance measure will be capped as follows:

•	A rating of zero if achievement is below 80%. Company performance below target automatically reduces only the payout related to that goal, not the other goals, because we want executives to have the same incentive to achieve other financial goals as well as their individual performance goals even if our performance tracks below the target during the course of the year;

•	A rating ranging from 80% to 100% if achievement meets or exceeds the minimum performance level but does not achieve the target performance level; and

•	A rating of 101% to 200% if achievement meets or exceeds the target performance level.

(2)	Adjusted Revenue was adjusted to exclude $4.9 million of previously deferred revenue from case refinements.

(3)	Adjusted Operating Income was adjusted to exclude (A) stock based compensation expense; (B) severance costs; (C) amortization of intangibles; and (D) impairment of goodwill.

(a)	Stock based compensation expense;

(b)	significant and/or extraordinary items that are not indicative of our core operating performance that are separately stated on our financial statements;

(c)	items identified as non-GAAP in the Company’s quarterly earnings announcements; and

(d)	other discrete items as necessary that may result in unintended gain or loss under the bonus plan.

---

---

(1)	The amount shown for Ms. Erfurth is pro rated based on the number of days she was employed in 2012.

(2)	Mr. Cambra left the company in December 2012 prior to the awarding of annual cash incentive awards. He was, however, entitled to severance payments tied in part to his bonus for 2012. You can find more information about these payments below under the heading “Post-Employment Benefits for Dana Cambra”.

---

(1)	The number of MSUs set forth in this column represents the Target Shares. However, the actual number of MSUs to be received, if any, is determined based on the formula set forth in the Market Stock Unit Agreement up to a maximum of 150% of the amount of the Target Shares.

(2)	As part of Ms. Erfurth's employment offer, and upon commencement of her employment with us, she was awarded 40,000 RSUs. Such “new hire” awards are typically larger than annual grants and do not include MSUs.

•	a change of control; and

---

•	termination without cause or for convenience.

---

---

---

(1)

This amount reflects a one-time sign-on bonus paid to Ms. Erfurth in connection with her commencement of employment with the Company on October 1, 2012. Pursuant to the terms of her employment agreement, Ms. Erfurth has agreed that should she voluntarily leave the Company or is terminated without cause prior to October 1, 2013 she will will return 100% of the sign-on bonus. If she voluntarily leaves or is terminated without cause on or after October 1, 2013, for each month of full time employment, the Company shall forgive 1/24th of the sign on bonus and the remaining unforgiven amount will be due and payable to the Company on demand.

(2)

The amounts shown in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Assumptions used in the calculations of these amounts are included in Note 10 to our audited financial statements for the year ended December 31, 2012 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2013. This same method was used for years ended December 31, 2011 and 2010. There can be no assurance that the grant date fair value amounts will ever be realized.

(3)	Mr. Arola's tenure as CFO ended on March 4, 2013. He will remain an employee of the Company until June 2013.

(4)	In May 2012, Mr. Hedge announced his intention to retire in February 2013.

(5)

Dana Cambra, Align’s then current Vice President, Research & Development and Information Technology left Align effective December 5, 2012. In connection with his departure, Align and Mr. Cambra entered into an Agreement and General Release that provided Mr. Cambra would receive certain benefits in accordance with his Employment Agreement, including (i) 12 months of his base salary, (ii) the greater of his current year’s bonus or the prior year’s actual bonus, (iii) the pro rata amount of the current year’s bonus, and (iv) acceleration of vesting of a portion of his outstanding equity awards. In addition, Ms. Cambra received his accrued but unpaid vacation. Each of these amounts is included in “All Other Compensation” in the table above and described more fully below.

---

(1)	The amount for Mr. Twomey is for relocation expenses associated with his move from the United Kingdom to the Bay Area. For Ms. Erfurth, the amount reflects $62,015 of relocation expenses (including home sale assistance) and $17,700 for temporary housing associated with her move from Utah to the Bay Area.

(2)	For Mr. Cambra, this amount includes (i) $905,434 cash severance, (ii) $1,075,006 related to estimated realized value for accelerated equity assuming the exercise and/or sale on December 31, 2012 at $27.75 per share, and (iii) $40,363 for accrued vacation time.

---

•	cash amounts that could have been received in 2012 by our NEOs under the terms of our performance-based cash incentive plan (CIP); and

•	time-vested restricted stock units (RSUs) and performance-based market stock units based on relative stockholder return (MSUs) awards granted by the Compensation Committee to our NEOs in 2012 reflected on an individual grant basis.

•

Threshold. There is no threshold performance level. Rather, company performance below a specific target automatically reduces only the payout related to that specific goal, not the other goals, because we want executives to have the same incentive to achieve strategic priorities as well as their individual performance goals even if our financial performance tracks below the target during the course of the year.

---

•	Target. The target amounts assume a corporate performance percentage of 100% and that the NEO received 100% of his target.

•	Maximum. Although each financial objective is capped at 200% for funding the total pool available for distribution, there is no maximum amount that an NEO could receive.

•	Align does not plan to time, nor has it timed, the release of material non-public information for the purpose of affecting the exercise price of its stock options;

•

consistent with the policy described in the bullet point above, all awards of equity compensation for new employees (other than new executive officers described in the next bullet point) are made on the first day of the month for those employees who started during the period between the 16th day of the month that is two months prior to the grant date and the 15th day of the month prior to the month of the grant date. For example, May 1, 2013 grants will cover new hires starting between March 16, 2013 and April 15, 2013; and

•	annual incentive grants are made on or about the same day for all employees (including executive officers); in fiscal 2012 such date was February 20. The Compensation Committee sets the actual grant date approximately one week following approval of the size of each grant in order to provide Align managers with adequate time to inform each employee individually of their grant.

---