Prepared by MerrillDirect





Exhibit 10.4


 











	Notice of
  Grant of Stock Options	Scientific
  Learning Corporation
	And Option Agreement	ID:
  94-3234458












	«First_Name»
  «Last_Name»	Option
  Number: «Number»
	«Address_Line_1»
  «Address_Line_2» «Address_Line_3»	 
	«City»,
  «State» «Zip_Code»	 












Effective «Option_Date», you have been
granted a Non-Qualified Stock Option to buy «Shares_Granted» shares of
Scientific Learning Corporation (the company) common stock at  $«Option_Price» per share.


Shares will become vested and exercisable
per attached Schedule A.


Tax
Qualifications:  The option
is not intended to be an “incentive stock option” within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the “Code”).


 


Additional
Term and Optionee’s acknowledgments:  This option
is subject to all of the terms and conditions of the Stock Option Agreement
attached to this Notice.  The
undersigned optionee acknowledges receipt of this notice, the Stock Option
Agreement and the 1999 Equity Incentive Plan (the “Plan”), and understands and
agrees to all their terms.  Optionee
further acknowledges that as of the date of grant of this option, this Notice,
the Stock Option Agreement and the Plan set forth the entire understanding
between the optionee and Company and regarding the acquisition of stock in the
Company and supersedes all prior oral and written agreements on the exception
of (i) the option agreements previously granted and delivered to optionee under
the Plan, and (ii) the following agreements only:


 


Expiration
Date:  «Expiration_Date_Period_1»
unless it ends sooner for reasons described in the attached Stock Option
Agreement.











 


	

	 	


	Scientific
  Learning Corporation	 	Date
	 	 	 
	

	 	


	«First_Name»
  «Last_Name»	 	Date



 















	Notice of
  Grant of Stock Options	Scientific
  Learning Corporation
	And Option Agreement	ID: 94-3234458

















	«First_Name»
  «Last_Name»	Option Number: «Number»
	«Address_Line_1»«Address_Line_2»«Address_Line_3»	 
	«City»,
  «State» «Zip_Code»	 















Effective «Option_Date», you have been
granted an Incentive Stock Option to buy «Shares_Granted» shares of Scientific
Learning Corporation (the company) common stock at  $«Option_Price» per share.


Shares will become vested and exercisable
per attached Schedule A.


Tax
Qualifications:  The option
is intended to qualify for the federal income tax benefits available to an
“Incentive Stock Option” within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”).


Additional
Term and Optionee’s acknowledgments:  This option
is subject to all of the terms and conditions of the Stock Option Agreement
attached to this Notice.  The
undersigned optionee acknowledges receipt of this notice, the Stock Option
Agreement and the 1999 Equity Incentive Plan (the “Plan”), and understands and
agrees to all their terms.  Optionee further
acknowledges that as of the date of grant of this option, this Notice, the
Stock Option Agreement and the Plan set forth the entire understanding between
the optionee and Company and regarding the acquisition of stock in the Company
and supersedes all prior oral and written agreements on the exception of (i)
the option agreements previously granted and delivered to optionee under the
Plan, and (ii) the following agreements only:


Expiration
Date:  «Expiration_Date_Period_1»
unless it ends sooner for reasons described in the attached Stock Option
Agreement.











 




	

	


	Scientific Learning Corporation	Date
	 	 
	 	 
	


	



	«First_Name» «Last_Name»	Date






 













SCHEDULE  A.











 




	 	Option
  Number: «Number»















 


 


Vesting Commencement Date: «Vest_Base_Date»


 


 


Vesting Schedule:          <<%
>>of the shares subject to this option shall become exercisable on


Each
monthly anniversary of the Vesting Commencement Date, over a 4 year period,
until all shares under the option have vested:



•         Provided that on each vesting date you
continue to provide services to the company;  
and



•         Provided
that no shares shall vest until the one year anniversary of your hire date, at
which time all the shares that would otherwise have vested in that year shall
vest in a cliff on your one year anniversary date.



 


No Early Exercise:       No portion of
this option may be exercise until it is vested.