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

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¨	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.

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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 2014 Annual Meeting of stockholders, which will take place on Thursday, May 15, 2014 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:

The proxy materials include our proxy statement for the Annual Meeting and our 2013 Annual Report on Form 10-K. If you received a paper copy of these materials by mail, the proxy materials also include a proxy card for the Annual Meeting. If you received a notice of the Internet availability of the proxy materials instead of a paper copy of the proxy materials, see "How do I vote?" below. The information in 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.

A:

This year, we are pleased to be using the SEC rule that allows companies to furnish their proxy materials over the Internet. As a result, we are mailing to many of our stockholders a notice of the Internet availability of the proxy materials instead of a paper copy of the proxy materials. All stockholders receiving the notice will have the ability to access the proxy materials over the Internet and request a paper copy of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the notice of the Internet availability of the proxy materials. In addition, the notice contains instructions on how you may request to access proxy materials in printed form by mail or electronically on an ongoing basis.

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Q:	What proposals will be voted on at the Annual Meeting and how does the Board recommend that I vote?

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 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 20, 2014, the record date for the Annual Meeting, you are entitled to vote at the Annual Meeting. As of the record date, 81,632,282 of our common stock were issued and outstanding and no shares of our preferred stock were issued and outstanding.

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 who received a paper copy of a proxy card by mail may submit proxies by completing, signing and dating their proxy card and mailing it in the accompanying pre-addressed envelope. 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.

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

A:	In the election of directors, you may vote “FOR,” “AGAINST” or “ABSTAIN.” If you elect to “ABSTAIN” in the election of directors, the abstention will not impact the election of directors. In tabulating the voting results for the election of directors, only "FOR" and "AGAINST" votes are counted.

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:

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•	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, 81,632,282 shares of common stock, representing the same number of votes, were outstanding. That means that we need the holders of at least 40,816,142 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.

Q:	Who will count the vote?

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

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”).

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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 21, 2014.

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 2015, we must receive the proposal at our principal executive offices, addressed to the Corporate Secretary, no later than December 19, 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 2015 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, 2015 nor earlier than January 16, 2015.

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Director Stock Ownership Guidelines. The guidelines provide that each director should own shares of Align’s common stock equal in market value to five 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 $200,000. 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. Currently, all directors are in compliance with this policy.

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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 5.0 times his annual base salary. For each executive officer other than our CEO, the ratio is 1.0 times his or her 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. Currently, each executive officer is in compliance with the stock ownership guidelines.

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•	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.

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•	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.

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•	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:

•	restricted stock units, or 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.

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(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 RSUs. There can be no assurance that the grant date fair value amounts will ever be realized. The RSUs 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.

(3)	Ms. Saia was elected to the Board effective July 25, 2013. Accordingly, the dollar amounts shown reflect pro-rated fees earned for service during 2013.

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(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.

(4)	All other fees—These consist of all other fees billed to us for professional services performed by PwC and not reported under "Audit fees," "Audit-related fees" and "Tax fees."

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•	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.

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•	Approximately 85%—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 slightly above target in 2013 compared to at or slightly below target in 2012, each named executive officer received more cash incentive award compensation compared to fiscal 2012;

•	None of executive officers received an increase in base salary in 2013;

•	Align granted long-term equity awards that link the interests of our executives with those of our stockholders. 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 2013, Align’s overall equity award adjusted burn rate (which counts each RSU and earned MSU award as 2.0 shares) was 3.31%.

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(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.  2,351,493 restricted stock units, including 307,250 market-performance based restricted stock units at target, are included in this number which 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)

Our 2005 Incentive Plan, as amended, provides for the granting of incentive stock options, non-statutory stock options, restricted stock units, market stock units, stock appreciation rights, performance units and performance shares to employees, non-employee directors, and consultants.  Shares granted on or after May 16, 2013 as an award of restricted stock, restricted stock unit, market stock units, performance share or performance unit ("full value awards") are counted against the authorized share reserve as one and nine-tenths (1 9/10) shares for every one (1) share subject to the award, and any shares canceled that were counted as one and nine-tenths against the plan reserve will be returned at the same ratio.  Full value awards granted prior to May 16, 2013 were counted against the authorized share reserve as one and one half (1 1/2) share for every one (1) share subject to the award, and any shares canceled that were counted as one and one half against the plan reserve will be returned at this same ratio. On May 16, 2013, the Stockholders approved an increase of 7,000,000 shares to the 2005 Incentive Plan (as amended) for a total reserve of 23,283,379 shares for issuance, plus up to an aggregate of 5,000,000 shares that would have been returned to our 2001 Stock Incentive Plan as a result of termination of options on or after March 28, 2005. As of December 31, 2013, we have a total of 23,283,379 shares authorized and reserved, of which 9,119,512 shares are available for issuance. This includes 2,384,516 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.

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◦	Net revenue growth of 17.9%, with record net revenues of $660.2 million;

◦	Non-GAAP operating income growth of 37%; and

◦	Non-GAAP EPS growth of 36%.

•	Our stock price increased approximately 106% during the fiscal year, reaching all-time highs during the fourth quarter of 2013.

•	We repurchased a total of 2.7 million shares under a share repurchase program, returning approximately $95 million of cash to stockholders.

•	we announced the new iTero imaging system available as a single hardware platform with software options for restorative or orthodontic procedures.

•	we announced the commercial availability of SmartTrack™, the next generation of Invisalign clear aligner material.

•	we acquired our distributor for our Invisalign products in the Asia Pacific region, marking the transitioning of Australia, Hong Kong, Macau, Malaysia, New Zealand, and Singapore, to a direct sales region.

•	we announced commercial availability of Invisalign G5 innovations, specifically designed for the treatment of deep bite malocclusions.

•	we grew our Invisalign teenage segment 21% year over year demonstrating our continued progress and share gain among teens, defined as 11 to 19 years old worldwide.

•	we grew international Invisalign case shipments 25% year over year driven by increased adoption in Europe and Asia Pacific.

•	Under our CEO’s leadership, we have created long-term, sustained value for our stockholders. During 2013, our share price increased from $27.75 to $57.14 per share, reflecting strong price appreciation of 106%. For the 3-

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Stockholders indicated strong support for our executive compensation program in 2013. In 2013, we held our third annual advisory vote on our executive compensation as described in last year's proxy statement. Last year's proxy statement detailed our fiscal 2012 executive compensation. Approximately 94% of the total votes cast at our 2013 annual meeting voted in favor of our 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.

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Enhanced Executive Team. In 2013, we hired our new Chief Financial Officer, David L. White, and several key executives including John P. Graham, our Vice President, Marketing and Chief Marketing Officer and Zelko Relic, our Vice President, Research & Development. In addition to a base salary and performance-based cash incentive compensation, we granted each of them new hire equity grants consisting of Restricted Stock Units (“RSUs”). We believe that the new hire compensation arrangements provide strong pay for performance and alignment with our stockholders.

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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 2013, approximately 90% of our CEO’s total-compensation and approximately 85% of our other named executive officers (except for Messrs. White, Graham and Arola) total compensation was subject to annual performance goals or tied to the value of our common stock.

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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 opportunities. This provides us with a variable expense structure, allowing us to reduce our compensation costs in challenging times and reward performance when business conditions and results warrant. Consistent with our strong 2013 financial and strategic performance, as well as outstanding individual performance, our NEOs received a range of annual incentive payments from 133% and 185% of their target award opportunity.

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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. In particular, payouts of our performance-based market stock unit (MSU) awards to our executive officers vary based on the relative performance of our stock compared to the NASDAQ Composite Index. MSUs granted in 2013 are earned based on Align’s relative stockholder return over a three-year performance period, with 100% of the earned shares vesting at the end of three years. For MSUs granted in 2011, the initial grant vested over a 3-year performance period with 50% vesting after the end of the second year anniversary of the date of grant and the remaining 50% vesting on the third anniversary of the date of grant. On the second-year anniversary of the 2011 MSUs performance period, Align stock outperformed the NASDAQ Composite Index by 28% during the applicable two-year performance period. As a result, the named executive officers who were granted 2011 MSU awards earned 150% of their 2011 target grants and fifty percent of the shares earned vested and were payable to the officers in February 2013. The remaining 50% of the 2011 MSU awards, were vested and earned in February 2014 and also achieved the maximum of 150% due to Align’s continued outstanding stock price performance compared to the NASDAQ Composite Index as Align outperformed the Index by 135% during the applicable three-year performance period. 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.

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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 2011 to 2013. 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. The charts below demonstrate a robust relationship between CEO compensation and Company performance.

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•	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.

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In March 2013, the Compensation Committee determined to increase Mr. Prescott's stock ownership ratio from 3.0 times his annual salary to 5.0 times his annual salary. Our CEO currently holds 216,526 shares of our common stock outright with a value as of fiscal year end of more than 18 times his 2013 base salary. The Compensation Committee also increased the target ownership guidelines for each executive officer other than the CEO to 1.0 times such officer's annual base salary.

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Align’s executive compensation policies are structured to discourage inappropriate risk-taking by our executives. The Compensation Risk Assessment located on page 14 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.

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We are committed to carefully managing the dilutive impact of equity compensation awards. Align’s overall equity-award-based gross burn rate for fiscal 2013 was 1.65%, and Align's adjusted gross burn rate was 3.31%. Gross burn rate is defined as the number of equity awards granted in the year divided by shares outstanding. Adjusted gross burn rate includes a premium applied to full-value shares (e.g., RSUs and MSUs) of 2:1.

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

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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.

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•	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;

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•	Market Capitalization-companies with a market capitalization of between approximately $690 million and $6.3 billion, based upon the companies’ trading ranges at the time of selection; and

•	Revenue-companies with revenue of between approximately $170 million to $1.5 billion, based upon the last four quarters of revenue at the time of selection.

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•	base salary;

•	annual cash incentive awards;

•	long-term equity-based incentive grants; and

•	severance and change of control arrangements.

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(1)	Mr. White assumed the role of Chief Financial Officer on August 3, 2013. Although Mr. White’s annual base salary was set at $400,000, he earned $153,846 during the 5-month period he was employed by Align in 2013.

(2)	Mr. Graham joined Align in July 2013. Although Mr. Graham’s annual base salary was set at $350,000, he earned $141,346 during the 5-month period he was employed by Align in 2013.

(3)	Mr. Arola’s tenure as CFO ended on March 4, 2013. He remained an employee until June 2013. He received $183,222 in base salary for the 5-month period he was employed in 2013.

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(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 60% 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 Non-GAAP Operating Income was adjusted to exclude stock based compensation expense. The Compensation Committee also has the discretion to exclude the following items:

(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.

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*	The above chart assumes $100 invested on 12/31/08 in Align stock and the NASDAQ Composite Index, including reinvestment of dividends.

•	Mr. Prescott’s leadership of the Company’s senior management team, including enhancing the executive leadership team with several key executive hires in late 2012 and 2013 all of which contributed to Align’s strong financial and operational achievement in 2013 and continued strengthening of the Company’s overall business.

•	The smooth and successful transition by Messrs. White and Graham into their new roles, as well as Mr. White’s strong leadership in managing the Company’s finance and information technology departments and engaging throughout the second half of the year with the Company’s key stakeholders.

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•	Mr. Wright’s operational leadership across functional areas, his input on the longer-term strategic direction of the business, and his ability to effectively work with other members of the management team.

•	Mr. Mack’s leadership of the business development team, the completion of a distribution arrangement with Henry Schein along with his leadership of our CAD/CAM and Services business.

(1)	The amount shown for each of Messrs. White and Graham is pro rated based on the number of days employed in 2013.

(2)	Mr. Mack's target award opportunity as a percentage of base salary decreased from 70% to 60% in July 2013 as a result of Mr. Graham taking over the Mr. Mack's responsibilities as head of marketing.

(3)	Mr. Arola’s tenure as CFO ended on March 4, 2013. He remained an employee until June 2013.

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(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.

•	a change of control; and

•	termination without cause or for convenience.

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(1)

This amount reflects a one-time signing bonus paid to Mr. Graham in connection with the commencement of employment with the Company on July 22, 2013. Pursuant to the terms of his employment agreement, Mr. Graham has agreed that if he voluntarily leaves the Company or is terminated without cause prior to July 22, 2014, he will will return 100% of the signing bonus. If he voluntarily leaves or is terminated without cause on or after July 22, 2014, for each month of full time employment, the Company shall forgive 1/24th of the signing 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 9 to our audited financial statements for the year ended December 31, 2013 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2014. This same method was used for years ended December 31, 2012 and 2011. There can be no assurance that the grant date fair value amounts will ever be realized.

(3)	Mr. George served as interim CFO from March 2013 until August 2, 2013. He remains with the Company as our Vice President, Legal & Corporate Affairs.

(4)

Mr. Arola's tenure as CFO ended on March 4, 2013. He remained an employee of the Company until June 2013. In connection with his departure, Align and Mr. Arola entered into an Agreement and General Release that provided Mr. Arola 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

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(1)	For Mr. Arola, this amount includes (i) $686,945 cash severance, (ii) $2,303,752 related to estimated realized value for accelerated equity assuming the exercise and/or sale on December 31, 2013 at $57.14 per share, and (iii) $39,261 for accrued vacation time.

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•	cash amounts that could have been received in 2013 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 2013 reflected on an individual grant basis.

•	Threshold. There is no threshold performance level. Rather, the Company's financial performance below a specific target automatically reduces only the payout related to that specific goal, not the other goals, because we want

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•	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, 2014 grants will cover new hires starting between March 16, 2014 and April 15, 2014; and

•	annual incentive grants are made on or about the same day for all employees (including executive officers); in 2013 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.

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(1)	25% of the shares subject to this option vest on February 19, 2011 with 1/48th vesting monthly thereafter for full vesting on February 19, 2014.

(2)	25% of the shares subject to this option vest on February 20, 2012 with 1/48th vesting monthly thereafter for full vesting on February 20, 2015.

(3)	25% of the shares subject to this option vest on April 29, 2012 with 1/48th vesting monthly thereafter for full vesting on April 29, 2015.

(4)	Restricted stock units vest at a rate of 25% of the total number of shares subject to the restricted stock unit on the first year, second year, and third year anniversary of the date of grant for vesting on February 19, 2011, February 19, 2012, February 19, 2013, and February 19, 2014.

(5)	Restricted stock units vest at a rate of 33.33% of the total number of shares subject to the restricted stock unit on the first year, second year, and third year anniversary of the date of grant for vesting on February 18, 2012, February 18, 2013, and February 18, 2014.

(6)	Restricted stock units vest at a rate of 25% of the total number of shares subject to the restricted stock unit on the first year, second year, and third year anniversary of the date of grant for vesting on February 20, 2013, February 20, 2014, February 20, 2015 and February 20, 2017.

(7)	Restricted stock units vest at a rate of 25% of the total number of shares subject to the restricted stock unit on the first year, second year, and third year anniversary of the date of grant for vesting on April 29, 2012, April 29, 2013, April 29, 2014, and April 29, 2015.

(8)	Market stock units vest at a rate of 50% on February 18, 2013 and 50% on February 18, 2014 for full vesting at the end of the three-year performance cycle.

(9)	Market stock units vest at a rate of 100% on February 20, 2015 for full vesting at the end of the three-year performance cycle.

(10)	Restricted stock units vest at a rate of 25% of the total number of shares subject to the restricted stock unit on the first year, second year, and third year anniversary of the date of grant for vesting on February 20, 2014, February 20, 2015, February 20, 2016 and February 20, 2017.

(11)	Market stock units vest at a rate of 100% on February 20, 2016 for full vesting at the end of the three-year performance cycle.

(12)	Restricted stock units vest at a rate of 25% of the total number of shares subject to the restricted stock unit on the first year, second year, and third year anniversary of the date of grant for vesting on August 20, 2014, August 20, 2015, August 20, 2016, and August 20, 2017.

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(1)	The value realized on exercise equals the difference between (a) either (i) the actual sales price of our common stock underlying the options exercised if the shares were immediately sold or (ii) the closing price per share of our common stock as reported on the NASDAQ Global Market on the date of exercise if the shares were held and (b) the applicable exercise price of such stock options.

(2)	For each NEO such number of shares represents the gross number of shares acquired by the NEO on the vesting date; however, because RSUs and MSUs are taxable to the individuals when they vest, the number of shares we issue to each of our named executive officers is net of applicable withholding taxes which are paid by us on their behalf.

(3)	The value realized on vesting equals the closing price per share of our common stock as reported on the NASDAQ Global Market on the vesting date multiplied by the gross number of shares acquired on vesting as described above in note (2).

(4)

In connection with Ms. Arola’s departure in June 2013, Align and Mr. Arola entered into an Agreement and General Release that provided Mr. Arola would receive certain benefits in accordance with his Employment Agreement, including 12 months acceleration of vesting on his outstanding equity awards. As a result, the amounts in the table above include the effect of the acceleration of 17,200 options, 12,050 RSUs and 16,829 MSUs.

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(1)	Mr. Arola was no longer employed by Align as of December 31, 2013. See “Summary Compensation Table for Fiscal Year Ended 2013” for further information regarding the post-employment benefits actually paid to Mr. Arola in 2013 under “All Other Compensation.”

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(i)	if Align under-performs the NASDAQ Composite index, the percentage at which the MSUs convert into shares of Align stock will be reduced from 100% at a rate of two to one (two-percentage-point reduction in units for each percentage point of under-performance); and

(ii)	if Align outperforms the index, the percentage at which the MSUs convert to shares will be increased from 100% at a rate of two to one (two-percentage-point increase in units for each percentage point of over-performance).

(i)	the then current annual base salary;

(ii)	the then current year’s target bonus, prorated for the number of days such executive has been employed during the year; and

(iii)	the greater of the then current year’s target bonus or the prior year’s actual bonus.

•

the performance period shall be deemed to end upon the closing of the change of control in order to determine Align’s stock price performance relative to the NASDAQ Composite index for the purpose of calculating the amount that Align has over or underperformed the NASDAQ Composite index (with the MSUs converting into shares of Align stock either being reduced from 100% (in the case of underperformance) or increased from 100% (in the case of overperformance) at a rate of two to one (the “Performance Multiplier”); and

•	Align’s stock price performance will be based on the per share value of the Company’s common stock paid to its stockholders in connection with the change of control.

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(1)	immediately vest in all outstanding equity awards; and

(2)	be entitled to a payment (payable in a lump sum) equal to:

(i)	executive’s then current annual base salary;

(ii)	executive’s then current year’s target bonus prorated for the number of days employed during the year, and

(iii)	the greater of the then current year’s target bonus or the prior year’s actual bonus.

(1)	twice his then current annual base salary;

(2)	the then current year’s target bonus, prorated for the number of days Mr. Prescott has been employed during the year; and

(3)	the greater of 150% of the then current year’s target bonus or the prior year’s actual bonus.

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(1)	twice his then current annual salary;

(2)	the then current year’s target bonus, prorated for the number of days Mr. Prescott has been employed during the year; and

(3)	the greater of 150% of the then current year’s target bonus or the prior year’s actual bonus.

•	unauthorized use or disclosure of the confidential information or trade secrets of Align;

•	any breach of the employment agreement or the Employee Proprietary Information and Inventions Agreement between the executive and Align;

•	conviction of, or a plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state thereof;

•	misappropriation of the assets of Align or any act of fraud or embezzlement by the executive, or any act of dishonesty by the executive in connection with the performance of his or her duties for Align that adversely affects its business or affairs;

•	intentional misconduct; or

•	the executive’s failure to satisfactorily perform his or her duties after the executive received written notice of such failure and was provided at least thirty (30) days to cure such failure.

•	the executive’s position, authority or responsibilities being significantly reduced;

•	the executive being asked to relocate his principal place of employment such that the commuting distance from his or her residence prior to the change of control is increased by over thirty-five (35) miles;

•	the executive’s annual base salary or bonus being reduced; or

•	the executive’s benefits being materially reduced.

•	a sale of all or substantially all of Align’s assets;

•	the acquisition of more than 50% of the common stock of Align by any person or group of persons;

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•

a reorganization of Align wherein the holders of common stock of Align receive stock in another company (other than a subsidiary of Align), a merger of Align with another company wherein there is a 50% or greater change in the ownership of the common stock of Align as a result of such merger, or any other transaction in which Align (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

•	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 50% of the then outstanding common stock, or the commencement of or public announcement of an intention to make a tender offer or exchange offer for more than 50% of the then outstanding common stock.

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•	each stockholder known by us to own beneficially more than 5% of our common stock;

•	each of our executive officers named in the summary compensation table on page 39 of this proxy statement;

•	each of our directors; and

•	all of our directors and executive officers as a group.

*	Less than 1%

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(1)

Except as otherwise set forth in the footnotes below, represents shares of common stock that can be acquired upon the exercise of stock options and vesting of restricted stock units on or before May 19, 2014. This column includes the full amount of restricted stock units that will vest on or before May 19, 2014, although each executive officer will actually receive the number of shares that have vested net of the number of shares necessary to cover any applicable withholding taxes which Align will pay on their behalf.

(2)	Based on a filing with the Securities and Exchange Commission on Schedule 13G on February 10, 2014, indicating beneficial ownership as of December 31, 2013. The principal office of FMR is located at 82 Devonshire Street, Boston MA 02109.

(3)	Based on a filing with the Securities and Exchange Commission on Schedule 13G/A on January 28, 2014, indicating beneficial ownership as of December 31, 2013. Includes shares held by direct and indirect subsidiaries. The mailing address for BlackRock, Inc. is 40 East 52nd Street, New York, New York 10022.

(4)	Based on a filing with the Securities and Exchange Commission on Schedule 13G/A on February 14, 2014, indicating beneficial ownership as of December 31, 2013. Includes shares held in trust for immediate family members and shares held by immediate family members. The mailing address for Gordon Gund is P.O. Box 449, Princeton, New Jersey 08542.

(5)	Based on a filing with the Securities and Exchange Commission on Schedule 13G, on February 2, 2014, indicating beneficial ownership as of December 31, 2013. Includes shares held by direct and indirect subsidiaries. The mailing address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(6)	Based on a filing with the Securities and Exchange Commission on Schedule 13G/A on January 16, 2014, indicating beneficial ownership as of December 31, 2013. The address for Kornitzer Capital Management Inc. is 5420 West 61st Place, Shawnee Mission, KS 66205.

(7)	Includes 555,895 shares held by the Joseph S. Lacob Trust and 148,767 shares held by Lacob Children’s Trust. Principal address is 2750 Sand Hill Road, Menlo Park, CA 94025.

(8)	Includes 33,900 shares held by Mr. Thaler and 88,584 shares held by The Thaler Family Trust, for the benefit of family members, as to which Mr. Thaler disclaims beneficial ownership.

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•	you are a director or officer of Align and you desire to enter into a transaction with a Related Party (as defined above); or

•	you are an employee (other than a director or officer) and you desire to enter into a transaction with a Related Party that the Chief Financial Officer (in consultation with legal counsel) has deemed to be material to Align and is reportable under the rules and regulations of the Exchange Act,

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(1)

Acquisition costs and integration related. We have incurred acquisition-related and other expenses which include legal, banker, accounting and other advisory fees of third parties, retention bonuses, integration and professional fees. We do not engage in acquisitions in the ordinary course of business. We believe that it is important to understand these charges; however, we do not believe that these charges are indicative of future operating results. We believe that eliminating these expenses from our non-GAAP measures is useful because we generally would not have otherwise incurred such expenses in the periods presented as part of our continuing operations.

(2)

Severance and benefits costs. We have engaged in various restructuring and exit activities in 2011 and 2009 that have resulted in costs associated with severance and benefits. Such activity has been a discrete event based on a unique set of business objectives or circumstances, and each has differed from the others in terms of its operational implementation, business impact and scope. We do not engage in restructuring and/or exit activities in the ordinary course of business. We believe that it is important to understand these charges and, we believe that investors benefit from excluding these charges from our operating results to facilitate a more meaningful evaluation of current operating performance and comparisons to past operating performance.

(3)

Impairment of goodwill. This charge represents non-cash write-downs of our goodwill. During the third quarter of 2012, we determined that there were sufficient indicators such as the termination of our distribution agreement with Straumann for iTero intra-oral scanners as well as the market conditions and business trends within our Scanners and CAD/CAM Services ("SCCS") reporting unit for an impairment of goodwill. In the first quarter of 2013, changes in the competitive environment for intra-oral scanners, including announcements from our competitors of new low-priced scanners targeted at orthodontists and general practitioner dentists in North America, caused us to lower our expectations for growth and profitability for our SCCS reporting unit which resulted in the impairment of our remaining SCCS goodwill. We remove the impact of these charges to our operating performance to assist in assessing our ability to generate cash from operations. We believe this may be useful information to users of our financial statements and therefore we have

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(4)

Impairment of long lived assets. This charge represents non-cash write downs of our long lived assets. In the first quarter of 2013, changes in the competitive environment for intra-oral scanners, including announcements from our competitors of new low-priced scanners targeted at orthodontists and general practitioner dentists in North America, caused us to lower our expectations for growth and profitability for our SCCS reporting unit which resulted in the impairment of our SCCS intangible assets for $19.3 million and plant and equipment for $7.0 million.

(5)

Income tax-related adjustments. Non-GAAP financial information for the quarter is adjusted for a tax rate equal to our annual estimated tax rate on non-GAAP income. This rate is based on our estimated annual GAAP income tax rate forecast, adjusted to account for discrete tax items and items excluded from GAAP income in calculating the non-GAAP financial measures presented above. Our estimated tax rate on non-GAAP income is determined annually and may be re-calculated during the year to take into account events or trends that we believe materially impact the estimated annual rate.

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