Exhibit 10.3




	





SCIENTIFIC LEARNING
CORPORATION 



STOCK BONUS AGREEMENT

(1999 EQUITY INCENTIVE PLAN) 



        Pursuant
to the Stock Bonus Grant Notice (“Grant Notice”) and this Stock Bonus Agreement
(collectively, the “Award”) and in consideration of your past services,
Scientific Learning Corporation (the “Company”) has awarded you a stock bonus
under its 1999 Equity Incentive Plan (the “Plan”) for the number of shares of
the Company’s Common Stock subject to the Award as indicated in the Grant Notice.
Defined terms not explicitly defined in this Stock Bonus Agreement but defined in the Plan
shall have the same definitions as in the Plan. 



        The
details of your Award are as follows: 



        1.    VESTING.
Your Award shall be 100% vested at all times.  



        2.    NUMBER
OF SHARES. The number of shares subject to your Award may be           adjusted from
time to time for Capitalization Adjustments, as provided in the           Plan.  



        3.    SECURITIES
LAW COMPLIANCE. You may not be issued any shares under your           Award unless
the shares are either (i) then registered under the Securities Act           or (ii) the
Company has determined that such issuance would be exempt from the           registration
requirements of the Securities Act. Your Award must also comply           with other
applicable laws and regulations governing the Award, and you will not           receive
such shares if the Company determines that such receipt would not be in
          material compliance with such laws and regulations.  



        4.    RESTRICTIVE
LEGENDS. The shares issued under your Award shall be endorsed           with
appropriate legends determined by the Company, if any.  



        5.    AWARD
NOT A SERVICE CONTRACT. Your Award is not an employment or service
          contract, and nothing in your Award shall be deemed to create in any way
          whatsoever any obligation on your part to continue in the employ of the Company
          or an Affiliate, or on the part of the Company or an Affiliate to continue your
          employment. In addition, nothing in your Award shall obligate the Company or an
          Affiliate, their respective shareholders, boards of directors, Officers or
          Employees to continue any relationship that you might have as a Director or
          Consultant for the Company or an Affiliate.  



        6.    WITHHOLDING
OBLIGATIONS. 



                (a)     At
the time your Award is made, or at any time thereafter as requested by the
          Company, you hereby authorize withholding from payroll and any other amounts
          payable to you, and otherwise agree to make adequate provision for any sums
          required to satisfy the federal, state, local and foreign tax withholding
          obligations of the Company or an Affiliate, if any, which arise in connection
          with your Award.  





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                (b)              Unless
the tax withholding obligations of the Company and/or any Affiliate are
          satisfied, the Company shall have no obligation to issue a certificate for such
          shares or release such shares from any escrow provided for herein.  



        7.    TAX
CONSEQUENCES. The acquisition and vesting of the shares may have           adverse
tax consequences to you that may avoided or mitigated by filing an           election
under Section 83(b) of the Internal Revenue Code, as amended (the           “Code”).
Such election must be filed within thirty (30) days after the           date of your
Award. YOU ACKNOWLEDGE THAT IT IS YOUR OWN RESPONSIBILITY, AND NOT           THE COMPANY’S,
TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(B), EVEN IF           YOU REQUEST THE
COMPANY TO MAKE THE FILING ON YOUR BEHALF.  



        8.    NOTICES.
Any notices provided for in your Award or the Plan shall be           given in writing
and shall be deemed effectively given upon receipt or, in the           case of notices
delivered by the Company to you, five (5) days after deposit in           the United
States mail, postage prepaid, addressed to you at the last address           you provided
to the Company.  



        9.    MISCELLANEOUS.  



                (a)               The
rights and obligations of the Company under your Award shall be transferable           to
any one or more persons or entities, and all covenants and agreements           hereunder
shall inure to the benefit of, and be enforceable by the           Company’s
successors and assigns. Your rights and obligations under your           Award may only
be assigned with the prior written consent of the Company.  



                (b)               You
agree upon request to execute any further documents or instruments necessary           or
desirable in the sole determination of the Company to carry out the purposes           or
intent of your Award.  



                (c)               You
acknowledge and agree that you have reviewed your Award in its entirety,           have
had an opportunity to obtain the advice of counsel prior to executing and
          accepting your Award and fully understand all provisions of your Award.  



        10.    GOVERNING
PLAN DOCUMENT. Your Award is subject to all the provisions of           the Plan, the
provisions of which are hereby made a part of your Award, and is           further
subject to all interpretations, amendments, rules and regulations which           may
from time to time be promulgated and adopted pursuant to the Plan. In the           event
of any conflict between the provisions of your Award and those of the           Plan, the
provisions of the Plan shall control.  





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SCIENTIFIC LEARNING
CORPORATION1999 
EQUITY INCENTIVE PLAN 



STOCK OPTION AGREEMENT(INCENTIVE

STOCK OPTION OR NONSTATUTORY STOCK OPTION) 



        Pursuant to
your Notice of Grant of Stock Options (“Grant Notice”) and this Stock Option
Agreement, Scientific Learning Corporation (the “Company”) has granted you an
option under its 1999 Equity Incentive Plan (the “Plan”) to purchase the number
of shares of the Company’s Common Stock indicated in your Grant Notice at the
exercise price indicated in your Grant Notice. Defined terms not explicitly defined in
this Stock Option Agreement but defined in the Plan shall have the same definitions as in
the Plan. 



        The
details of your option are as follows: 



        1.    VESTING.
Subject to the limitations contained herein, your option will           vest as provided
in your Grant Notice, provided that vesting will cease upon the           termination of
your Continuous Service.  



        2.    NUMBER
OF SHARES AND EXERCISE PRICE. The number of shares of Common Stock           subject
to your option and your exercise price per share referenced in your           Grant
Notice may be adjusted from time to time for Capitalization Adjustments,           as
provided in the Plan.  



        3.    EXERCISE
PRIOR TO VESTING (“EARLY EXERCISE”). If permitted in           your Grant
Notice (i.e., Schedule A indicates that “Early Exercise” of           your
option is permitted) and subject to the provisions of your option, you may
          elect at any time that is both (i) during the period of your Continuous Service
          and (ii) during the term of your option, to exercise all or part of your
option,           including the nonvested portion of your option; provided, however,
that:  



                (a)               a
partial exercise of your option shall be deemed to cover first vested shares           of
Common Stock and then the earliest vesting installment of unvested shares of
          Common Stock;  



                (b)               any
shares of Common Stock so purchased from installments that have not vested           as
of the date of exercise shall be subject to the purchase option in favor of           the
Company as described in the Company’s form of Early Exercise Stock
          Purchase Agreement;  



                (c)               you
shall enter into the Company’s form of Early Exercise Stock Purchase
          Agreement with a vesting schedule that will result in the same vesting as if no
          early exercise had occurred; and  



                (d)               if
your option is an incentive stock option, then, as provided in the Plan, to           the
extent that the aggregate Fair Market Value (determined at the time of           grant)
of the shares of Common Stock with respect to which your option plus all           other
incentive stock options you hold are exercisable for the first time by you
          during any calendar year (under all plans of the Company and its Affiliates)
          exceeds one hundred thousand dollars ($100,000), your option(s) or portions
          thereof that exceed such limit (according to the order in which they were
          granted) shall be treated as nonstatutory stock options.  





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        4.    METHOD
OF PAYMENT. Payment of the exercise price is due in full upon           exercise of
all or any part of your option. You may elect to make payment of the           exercise
price by one or more of the following:  



                (a)               by
cash or check; or  



                (b)               in
the Company’s sole discretion at the time your option is exercised and
          provided that at the time of exercise the Common Stock is publicly traded and
          quoted regularly in The Wall Street Journal, pursuant to a program
          developed under Regulation T as promulgated by the Federal Reserve Board that,
          prior to the issuance of Common Stock, results in either the receipt of cash
(or           check) by the Company or the receipt of irrevocable instructions to pay the
          aggregate exercise price to the Company from the sales proceeds.  



        5.    WHOLE
SHARES. You may exercise your option only for whole shares of           Common Stock.  



        6.    SECURITIES
LAW COMPLIANCE. Notwithstanding anything to the contrary           contained herein,
you may not exercise your option unless the shares of Common           Stock issuable
upon such exercise are then registered under the Securities Act           or, if such
shares of Common Stock are not then so registered, the Company has           determined
that such exercise and issuance would be exempt from the registration
          requirements of the Securities Act. The exercise of your option must also
comply           with other applicable laws and regulations governing your option, and
you may           not exercise your option if the Company determines that such exercise
would not           be in material compliance with such laws and regulations.  



        7.    TERM.
You may not exercise your option before the commencement of its           term or after
its term expires. The term of your option commences on the Date of           Grant and
expires upon the earliest of the following:  



                (a)               three
(3) months after the termination of your Continuous Service for any reason
          other than Disability or death, provided that if during any part of such three-
          (3-) month period you may not exercise your option solely because of the
          condition set forth in the preceding paragraph relating to “Securities Law
          Compliance,” your option shall not expire until the earlier of the
          Expiration Date or until it shall have been exercisable for an aggregate period
          of three (3) months after the termination of your Continuous Service;  



                (b)               twelve
(12) months after the termination of your Continuous Service due to your
          Disability;  



                (c)               twelve
(12) months after your death if you die either during your Continuous           Service;  



                (d)               the
Expiration Date indicated in your Grant Notice; or  



                (e)               the
day before the tenth (10th) anniversary of the Date of Grant.  





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        If
your option is an incentive stock option, note that, to obtain the federal income tax
advantages associated with an “incentive stock option,” the Code requires that
at all times beginning on the date of grant of your option and ending on the day three
(3) months before the date of your option’s exercise, you must be an employee of the
Company or an Affiliate, except in the event of your death or Disability. The Company has
provided for extended exercisability of your option under certain circumstances for your
benefit but cannot guarantee that your option will necessarily be treated as an “incentive
stock option” if you continue to provide services to the Company or an Affiliate as
a Consultant or Director after your employment terminates or if you otherwise exercise
your option more than three (3) months after the date your employment terminates.  



        8.    EXERCISE. 



                (a)               You
may exercise the vested portion of your option (and the unvested portion of
          your option if your Grant Notice so permits) during its term by delivering a
          Notice of Exercise (in a form designated by the Company) together with the
          exercise price to the Secretary of the Company, or to such other person as the
          Company may designate, during regular business hours, together with such
          additional documents as the Company may then require.  



                (b)               By
exercising your option you agree that, as a condition to any exercise of your
          option, the Company may require you to enter into an arrangement providing for
          the payment by you to the Company of any tax withholding obligation of the
          Company arising by reason of (1) the exercise of your option, (2) the lapse of
          any substantial risk of forfeiture to which the shares of Common Stock are
          subject at the time of exercise, or (3) the disposition of shares of Common
          Stock acquired upon such exercise.  



                (c)               If
your option is an incentive stock option, by exercising your option you agree
          that you will notify the Company in writing within fifteen (15) days after the
          date of any disposition of any of the shares of the Common Stock issued upon
          exercise of your option that occurs within two (2) years after the date of your
          option grant or within one (1) year after such shares of Common Stock are
          transferred upon exercise of your option.  



        9.    TRANSFERABILITY.
Your option is not transferable, except by will or by           the laws of descent and
distribution, and is exercisable during your life only           by you. Notwithstanding
the foregoing, by delivering written notice to the           Company, in a form
satisfactory to the Company, you may designate a third party           who, in the event
of your death, shall thereafter be entitled to exercise your           option.  



        10.        OPTION
NOT A SERVICE CONTRACT. Your option is not an employment or           service
contract, and nothing in your option shall be deemed to create in any           way
whatsoever any obligation on your part to continue in the employ of the           Company
or an Affiliate, or of the Company or an Affiliate to continue your           employment.
In addition, nothing in your option shall obligate the Company or an           Affiliate,
their respective stockholders, Boards of Directors, Officers or           Employees to
continue any relationship that you might have as a Director or           Consultant for
the Company or an Affiliate.  





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        11.    WITHHOLDING
OBLIGATIONS. 



                (a)               At
the time you exercise your option, in whole or in part, or at any time
          thereafter as requested by the Company, you hereby authorize withholding from
          payroll and any other amounts payable to you, and otherwise agree to make
          adequate provision for (including by means of a “cashless exercise”          pursuant
to a program developed under Regulation T as promulgated by the Federal           Reserve
Board to the extent permitted by the Company), any sums required to           satisfy the
federal, state, local and foreign tax withholding obligations of the           Company or
an Affiliate, if any, which arise in connection with your option.  



                (b)               Upon
your request and subject to approval by the Company, in its sole           discretion,
and compliance with any applicable conditions or restrictions of           law, the
Company may withhold from fully vested shares of Common Stock otherwise
          issuable to you upon the exercise of your option a number of whole shares of
          Common Stock having a Fair Market Value, determined by the Company as of the
          date of exercise, not in excess of the minimum amount of tax required to be
          withheld by law. If the date of determination of any tax withholding obligation
          is deferred to a date later than the date of exercise of your option, share
          withholding pursuant to the preceding sentence shall not be permitted unless
you           make a proper and timely election under Section 83(b) of the Code,
covering           the aggregate number of shares of Common Stock acquired upon such
exercise with           respect to which such determination is otherwise deferred, to
accelerate the           determination of such tax withholding obligation to the date of
exercise of your           option. Notwithstanding the filing of such election, shares of
Common Stock           shall be withheld solely from fully vested shares of Common Stock
determined as           of the date of exercise of your option that are otherwise
issuable to you upon           such exercise. Any adverse consequences to you arising in
connection with such           share withholding procedure shall be your sole
responsibility.  



                (c)               You
may not exercise your option unless the tax withholding obligations of the
          Company and/or any Affiliate are satisfied. Accordingly, you may not be able to
          exercise your option when desired even though your option is vested, and the
          Company shall have no obligation to issue a certificate for such shares of
          Common Stock or release such shares of Common Stock from any escrow provided
for           herein.  



        12.    NOTICES.
Any notices provided for in your option or the Plan shall be           given in writing
and shall be deemed effectively given upon receipt or, in the           case of notices
delivered by mail by the Company to you, five (5) days after           deposit in the
United States mail, postage prepaid, addressed to you at the last           address you
provided to the Company.  



        13.    GOVERNING
PLAN DOCUMENT. Your option is subject to all the provisions of           the Plan,
the provisions of which are hereby made a part of your option, and is           further
subject to all interpretations, amendments, rules and regulations which           may
from time to time be promulgated and adopted pursuant to the Plan. In the           event
of any conflict between the provisions of your option and those of the           Plan,
the provisions of the Plan shall control.  





4. 















	
















	Notice of Grant of Stock Options  	
Scientific Learning Corporation 

ID: 94-3234458

300 Frank. H. Ogawa Plaza

Suite 500

Oakland, CA 94612-2040 













	Name

Address

City, State Country Zip Code 
	Option Number:

Plan: 1999

ID: 










	




Effective XXXX, 200X, you have been
granted a(n) Incentive/Nonqualified Stock Option to buy X shares of Scientific Learning
Corporation (the Company) common stock. 



The current total value of the award
is $. 



The award will vest in increments on the
date(s) shown. 









				
	Shares	 	 	Vest Type	 	 	Full Vest	 	 	Expiration	 	 
	
		
		
		
	


















	




By your signature and the
Company’s signature below, you and the Company agree that these options are granted
under and governed by the terms and conditions of the Company’s 1999 Equity Incentive
Plan, as amended, which has been made available to you and the Option Agreement, which is
attached. 

















		
	 	 	 	 
	
		
	
	Scientific Learning Corporation


	 	Date


	 
	
		
	
	Name	 	Date	 







	


















	
















	Notice of Grant of Award  	
Scientific Learning Corporation 

ID: 94-3234458

300 Frank. H. Ogawa Plaza

Suite 500

Oakland, CA 94612-2040 













	Name

Address

City, State Country Zip Code 
	Award Number:

Plan:  










	




Effective XXXX200X, you have been
granted an award of X shares of Scientific Learning
Corporation (the Company) common stock. These shares are restricted until the vest date(s) shown below.



The current total value of the award
is $. 



The award will vest in increments on the
date(s) shown. 









				
	 	 	 	Shares	 	 	Full Vest	 	 	 	 	 
			
		
			


















	




By your signature and the
Company’s signature below, you and the Company agree that this award is granted
under and governed by the terms and conditions of the Company’s 1999 Equity Incentive
Plan, as amended, which has been made available to you and the Stock Bonus Agreement, which is
attached. 

















		
	 	 	 	 
	
		
	
	Scientific Learning Corporation


	 	Date


	 
	
		
	
	Name	 	Date