What changed in this filing

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Item 9A. Controls and Procedures

2021-02-26 compared with 2020-02-28 · 77 added, 46 removed, 107 unchanged (53% of the section changed)

11 unchanged sentences

The information required by Item 401 of Regulation S-K concerning our directors is incorporated by reference to the Proxy Statement under the section captioned “Election of Directors.” The information required by Item 401 of Regulation S-K concerning our executive officers is set forth in Item 1— “Business” of this Annual Report on Form 10-K .

The information required by Item 405 of Regulation S-K is incorporated by reference to the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” contained in the Proxy Statement.

The information required by Item 405 of Regulation S-K is incorporated by reference to the section entitled “Delinquent Section 16(a) Reports” contained in the Proxy Statement.

The information required by Item 407(c)(3), 407(d)(4) and 407(d)(5) of Regulation S-K is incorporated by reference to the Proxy Statement under the section entitled “Corporate Governance”.

2 unchanged sentences

This code of ethics is posted on our Internet website.

The Internet address for our website is www.aligntech.com , and the code of ethics may be found on the “Corporate Governance” section of our “Investor Relations” webpage.

The Internet address for our website is www.aligntech.com , and the code of ethics may be found on the “Corporate Governance” section of our “Investors” webpage.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this code of ethics by posting such information on our website, at the address and location specified above, or as otherwise required by the NASDAQ Global Market.

5 unchanged sentences

The following table provides information as of December 31, 2020 about our common stock that may be issued upon the exercise of options and awards granted to employees, consultants or members of our Board of Directors under all existing equity compensation plans, including the 2005 Incentive Plan and the Employee Stock Purchase Plan ("ESPP"), each as amended, and certain individual arrangements (Refer to Note 12 "Stockholders’ Equity” of the Notes to Consolidated Financial Statements for a description of our equity compensation plans).

Plan Category

Number of securities to be issued upon

exercise of outstanding options and restricted stock units (a)

Weighted average

Plan Category Number of securities to be issued upon

exercise of outstanding options and restricted stock units (a) Weighted average

exercise price of

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))

options (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))

Equity compensation plans approved by security holders 859,149 1

$ — 4,950,369 2, 3

Equity compensation plans not approved by security holders — — —

Includes 695,650 restricted stock units and 243,889 market-performance based restricted stock units at target, which have an exercise price of zero.

Total 859,149 $ — 4,950,369

1 Includes 631,905 RSUs and 227,244 MSUs at target, which have an exercise price of zero

2 Includes 325,665 shares available for issuance under our ESPP.

6 unchanged sentences

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Financial Statements

(a) Financial Statements

Consolidated financial statements

11 unchanged sentences

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

of Period Additions

Expenses Write

Offs Balance at

End of Period

2 unchanged sentences

Year Ended December 31, 2018 1

$ 5,814 $ 870 $ ( 4,306 ) $ 2,378

Year Ended December 31, 2019 1

$ 2,378 $ 5,853 $ ( 1,475 ) $ 6,756

Year Ended December 31, 2020 $ 6,756 $ 12,073 $ ( 8,590 ) $ 10,239

3 unchanged sentences

Year Ended December 31, 2020 $ 1,086 $ 239 $ — $ 1,325

Balances have been recast to reflect the adoption of new revenue accounting standard (Refer to Note 1 "Summary of Significant Accounting Policies" of the Notes to Consolidated Financial Statements for details).

The following Exhibits are included in this Annual Report on Form 10-K:

1 Certain prior period information has been recast to conform to current year presentation.

(b) The following Exhibits are included in this Annual Report on Form 10-K:

Number Description Form Date Exhibit

Amended and Restated Certificate of Incorporation of registrant

Form S-1, as amended (File No.

S-1, as amended (File No.

333-49932) 12/28/2000 3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation

8-K 5/20/2016 3.01

Amended and Restated Bylaws of registrant

8-K 2/29/2012 3.2

Form of Specimen Common Stock Certificate

Form S-1, as amended (File No.

S-1, as amended (File No.

333-49932) 1/17/2001 4.1

Description of the Capital Stock of registrant

10-K 2/28/2020 4.2

Registrant's 2010 Employee Stock Purchase Plan

8-K 5/25/2010 10.02

Registrant's 2005 Incentive Plan (as amended May 2016)

Form of RSU agreement under Registrant's 2005 Incentive Plan (Officer Form for officers appointed after September 2016)

10-K 2/28/2020 10.3

Form of RSU agreement under Registrant's 2005 Incentive Plan (Officer Form for officers appointed prior to September 2016)

10-K 2/28/2020 10.3A

Form of RSU agreement (CEO)

10-K 2/28/2020 10.4

Form of RSU agreement under Registrant's 2005 Incentive Plan (Non-employee Director Form)

10-K 2/28/2020 10.5

Align 2019 Global RSU Agreement

10-K 2/28/2019 10.6

Form of option award agreement under registrant’s 2005 Incentive Plan

Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Officer Form for officers appointed after September 2016)

Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Officer Form for officers appointed prior to September 2016)

10-Q 8/4/2005 10.4

Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Officer Form for MSU awards granted in 2018 , 2019 and 2020 to officers appointed after September 2016)

10-K 2/28/2020 10.8

Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Officer Form for MSU awards granted in 20 18, 2019 a nd 2020 to officers appointed prior to September 2016)

10-K 2/28/2020 10.8A

Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Officer Form for MSU awards granted in 2021 to officers appointed after September 2016)

Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Officer Form for MSU awards granted in 2021 to officers appointed prior to September 2016)

Form of Market Stock Unit Agreement for CEO (Focal grants)

10-K 2/28/2020 10.9

Form of Market Stock Unit Agreement for CEO Special MSU Award June 2018

8-K 6/25/2018 10.1

Form of Employment Agreement entered into by and between registrant and each executive officer (other than CEO for executives appointed prior to September 2016)

10-Q 5/8/2008 10.3

Form of Employment Agreement entered into by and between registrant and each executive officer (other than CEO for executives appointed after September 2016)

10-K 2/28/2017 10.8

Amended and Restated Chief Executive Officer Employment Agreement between Align Technology, Inc.

and Joseph Hogan

10-Q 5/1/2015 10.3

Employment Agreement between registrant and John F.

Morici (Chief Financial Officer)

Letter of Assignment - Long Term International Agreement between Align Technology, Inc.

and Zelko Relic dated December 9, 2019

10-Q 11/8/2016 10.2

Form of Executive Officer Relocation Reimbursement Agreement

Form of Indemnification Agreement by and between registrant and its Board of Directors and its executive officers

Form S-1 as amended (File No.

Summary of 2019 Incentive Awards and Base Salary for NEOs

S-1 as amended (File No.

333-49932) 1/17/2001 10.15

Sale and Purchase Agreement between CETP III Ivory S.a.r.l., and Align Technology, Inc.

and its indirect wholly owned German subsidiary, mertus 602.GmbH, dated March 3, 2020

10-Q 5/5/2020 10.1

Number Description Form Date Exhibit

Class C Non-Incentive Unit Purchase Agreement dated July 25, 2016

8-K 7/28/2016 10.1

Membership Interest Purchase Agreement dated July 24, 2017 between Align Technology, Inc.

and SmileDirectClub, LLC.

8-K 7/27/2017 10.2

Credit Agreement between Align Technology, Inc.

and Wells Fargo Bank, National Association dated February 27, 2018

Purchase and Sale Agreement between Align Technology, Inc.

and Slater Road I, LLC dated January 29, 2019

Purchase and Sale Agreement between Align Technology, Ltd., a subsidiary of Align Technology, Inc.

and Ganei Ben Zvi Ltd and Ramat HaChayal Equities LLC dated January 15, 2019.

and t he lender s party thereto from time to time and Citibank, N.A., as ad minis trative ag ent, dated July 21, 2020

10-Q 10/30/2020 10.1

Subsidiaries of Align Technology, Inc.

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH Inline XBRL Taxonomy Extension Schema Document *

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document *

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document *

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document *

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document *

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) *

__________________________________

† Management contract or compensatory plan or arrangement filed as an Exhibit to this form pursuant to Items 14(a) and 14(c) of Form 10-K.

t Furnished herewith

FORM 10-K SUMMARY

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 28, 2020 .

ALIGN TECHNOLOGY, INC.

1 unchanged sentence

President and Chief Executive Officer

February 26, 2021

Each person whose signature appears below constitutes and appoints Joseph M.

2 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature Title Date

/S/ JOSEPH M.

President and Chief Executive Officer (Principal Executive Officer)

February 28, 2020

Chief Financial Officer and Senior Vice President, Global Finance (Principal Financial Officer and Principal Accounting Officer)

February 28, 2020

/S/ JOSEPH LACOB

February 28, 2020

HOGAN President and Chief Executive Officer (Principal Executive Officer) February 26, 2021

MORICI Chief Financial Officer and Senior Vice President, Global Finance (Principal Financial Officer and Principal Accounting Officer) February 26, 2021

DALLAS Director February 26, 2021

/S/ JOSEPH LACOB Director February 26, 2021

RAYMOND LARKIN, JR.

February 28, 2020

Director February 26, 2021

Raymond Larkin, Jr.

/S/ GEORGE J.

February 28, 2020

MORROW Director February 26, 2021

MYONG Director February 26, 2021

/S/ THOMAS M.

February 28, 2020

PRESCOTT Director February 26, 2021

/S/ ANDREA L.

February 28, 2020

SAIA Director February 26, 2021

SANTORA Director February 26, 2021

SIEGEL Director February 26, 2021

/S/ WARREN S.

February 28, 2020

THALER Director February 26, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures