ex10_1.htm


    
      

    

    Exhibit
10.1

    


    As
approved by the Compensation Committee Feb 1, 2010

     

     

    Scientific
Learning Corporation

    2010
Management Incentive Plan

    


    Plan
Name:  Scientific Learning (the “Company”) FY 2010 Management
Incentive Plan (“the Plan”).

    


    Purpose:  To provide
significant cash awards to participants for the achievement and over-achievement
of the Company’s collective financial goals, as well as each participant’s
individual goals and overall performance in adding value for shareholders,
customers and employees.

    


    Participants: All
executives, vice presidents, senior directors, directors, senior managers and
selected manager-level employees. The estimated number of Participants in 2010
is approximately 40.  The Regional Sales Directors, who are included
in sales incentive compensation plans, are excluded from the Plan.

    


    Target and Maximum
Levels:  Target awards are intended to deliver market-level
incentive compensation at 100% achievement of goals.  Awards increase
for overachievement.

    


    
      	
              Title

            	
              Target
      Award

              (%
      of Base Salary Awarded at 100% Achievement of Goals)

            	
              Maximum
      Award

              (Max
      % of Base Salary Awarded

              on
      Overachievement)

            
	
              CEO

            	
              55%

            	
              110%

            
	
              SVP,
      Sales and Services

            	
              50%

            	
              100%

            
	
              CFO

            	
              40%

            	
              80%

            
	
              Chief
      Scientist, Other Senior VPs

            	
              35%

            	
              70%

            
	
              Chief
      Ed Officer, Other VPs

            	
              30%

            	
              60%

            
	
              Senior
      Directors

            	
              25%

            	
              50%

            
	
              Directors

            	
              20%

            	
              40%

            
	
              Senior
      Managers

            	
              15%

            	
              30%

            
	
              Managers

            	
              10%

            	
              20%

            


    

    


    Goals: All Participants in the
Plan will have shared Company financial goals and individual goals closely
related to the Participant’s own area of responsibility.

    


    Weighting of Shared Goals
and Individual Performance

    


    
      	
               

              Goal

            	
              %
      of Target Award Allocated to Goal

            
	
              Shared
      company financial goals

            	
              70%

            
	
              Individual
      performance

            	
              30%

            


    

     

     

    
      
        	
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    As
approved by the Compensation Committee Feb 1, 2010

     

     

    Shared Company Financial
Goals

    Shared
Company financial goals for the 2010 Plan are Booked Sales and EBITDAS. The
entry, target and maximum levels for those goals are as follows:

    


    
      	 
      	
              Entry
      Level

              (0%
      Goal Achievement)

            	
              Target
      Level (100% Goal Achievement)

            	
              Maximum
      Level (200% Goal Achievement)

            
	
              Booked
      Sales

            	
              $58.5
      million

            	
              $62.5
      million

            	
              $66.5
      million

            
	
              EBITDAS

            	
              $8.5
      million

            	
              $10.5
      million

            	
              $12.5
      million

            


    

    


    Until the
entry level for both financial goals is achieved, no financial goals bonus is
paid.   The percentage of the financial goals target bonus to be
paid will range from 10%, once the $58.5 million Booked Sales and $8.5 million
EBITDAS entry levels are exceeded, to a maximum of 200%, when $66.5 million
Booked Sales and $12.5 million EBITDAS is achieved. The percentage will increase
from 10% to 200% as Booked Sales and EBITDAS increase, based on the matrix that
can be found in the Appendix.  EBITDAS achievement is weighted
slightly more than Booked Sales achievement in determining the amount of the
bonus.

    


    Individual
Goals

    


    Individual
goal performance under the 2010 Plan is based on the following:

    


    
      	
               
      

            	
              ·

            	
              Achievement
      (on a rating scale of 1.0 to 5.0) of agreed-upon individual goals closely
      related to the Participant’s area of responsibility.  These
      goals will be agreed in writing between the Participant and his/her
      manager.

            


    

    
      	
               
      

            	
              ·

            	
              Below
      75% individual goal achievement (weighted average rating of 2.5), no
      individual goal achievement bonus is paid.  At 100% individual
      goal achievement (weighted average rating of 3.0), 100% of the individual
      goal achievement target bonus is paid.  At 200% individual goal
      achievement (weighted average rating of 5.0), the 200% maximum for the
      individual goal achievement target bonus is paid.  From the 100%
      individual goal achievement level (weighted average rating of 3.0), the
      award earned scales ratably up to the maximum or down to the minimum in
      increments of 2.5% (corresponding to weighted average rating increments of
      0.05).

            


    

    


    Customization and Final
Calculation

    Weighting
and definition of goals may be customized for specific positions. The amount of
bonus for shared company financial goals will be calculated after the 2010
audited financial results are available.  The final calculation of the
bonus, including any rounding, will be in the sole and absolute discretion of
the Company’s CFO, with approval by the CEO.

    


    With the
approval of the Compensation Committee of the Board of Directors, the CEO may
adjust the calculated amount of the individual goal achievement bonus for
Leadership Team members and Officers (other than the CEO) to reflect the
relative difficulty or strategic importance of that executive’s goals compared
to the goals of other Leadership Team members and Officers. The Compensation
Committee may adjust the calculated amount of the individual goal achievement
bonus for individual performance for the CEO for the same reasons.

     

    Definitions:

     

    
      	
               
      

            	
              ·

            	
              Base Salary:
      Participant’s base salary as of
12/31/10.

            


    

    
       

       

      
        
          	
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      As
approved by the Compensation Committee Feb 1, 2010

       

       

    

    
      	
               
      

            	
              ·

            	
              EBITDAS:  Earnings
      before interest, taxes, depreciation, amortization and stock compensation
      expense, determined in accordance with SLC’s audited financial statements
      for 2010.

            


    

    
      	
               
      

            	
              ·

            	
              Booked
      Sales:  Booked
      sales in 2010, determined in accordance with SLC’s audited financial
      statements for 2010.

            


    

     

    General
Provisions:

    
      	
               
      

            	
              1.

            	
              The
      Plan will be administered by Scientific Learning, which reserves the right
      to, at any time, amend, interpret, or terminate the Plan, in whole or in
      part.  The obligations of the Company as set forth in this
      document shall be subject to modification in such manner and to such
      extent as the Compensation Committee of the Board of Directors deem
      necessary, or as may be necessary to comply with any law, regulation or
      governmental order pertaining to compensation. The Compensation Committee
      has discretion to pay awards to reflect achievement even if specific goals
      are not met.

            


    

     

    
      	
               
      

            	
              2.

            	
              Death or
      Disability.  If a Participant dies or becomes disabled
      prior to the date the awards are paid, his/her cash payment amount will be
      prorated to include only the full fiscal quarterly periods for which the
      Participant was an active Scientific Learning employee.  For the
      purposes of this Plan “disability” means that as a result of physical or
      mental incapacity the Participant is unable to perform his or her duties
      on a full-time basis for a period of 120 consecutive days. In the case of
      death, the payment amount will be paid to the Participant’s estate
      according to applicable law and established guidelines and
      practices.

            


    

     

    
      	
               
      

            	
              3.

            	
              Paid or Unpaid
      Leave.  If a participant is on paid or unpaid leave of
      absence in 2010, his/her cash payment amount will be prorated to exclude
      that time he/she was on such leave.

            


    

     

    
      	
               
      

            	
              4.

            	
              Participants
      hired or promoted into a MIP eligible position prior to October 1, 2010
      will be eligible for a pro-rated award (unless otherwise agreed to, in
      writing, at the time of the employment
action).

            


    

     

    
      	
               
      

            	
              5.

            	
              Except
      as provided in paragraphs 2 or 3 above, Plan Participants must be employed
      by Scientific Learning at the time that the award is no longer subject to
      a risk of forfeiture in order to receive payment of an award under this
      Plan.

            


    

     

    
      	
               
      

            	
              6.

            	
              Awards
      will be paid in the first quarter of 2011, following the completion of the
      2010 audit, provided that all awards shall be paid within two and one-half
      months following the end of the calendar year in which the awards are no
      longer subject to substantial risk of
  forfeiture.

            


    

     

     

    
      
        
          	
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