Approved by the Compensation Committee 

March 6, 2008 


Scientific
Learning Corporation 

2008 Management Incentive Plan


Plan Name: Scientific
Learning FY 2008 Management Incentive Plan (“the Plan”).


Purpose: To provide
significant cash awards to participants for the achievement and
over-achievement of Scientific Learning’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, director-level employees and selected manager-level employees
(“Participants”). The estimated number of Participants in 2008 is approximately
43 persons. The regional sales directors and managers who are included in sales
incentive compensation plans are excluded from this Plan. 


Target Incentive Awards: Intended to
deliver market average incentive compensation at 100% achievement of goals.
Awards increase for overachievement. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Title

	
 

	
Target Award

 (% of Base Salary Awarded at

 100% Achievement of Goals)

	
 

	
Max Award

 (Max % of Base Salary Awarded

 on Overachievement)

	
 


	


	


	


	


	


	



	
CEO

	
 

	
50

	
%

	
 

	
100

	
%

	
 


	
COO

	
 

	
50

	
%

	
 

	
100

	
%

	
 


	
VP, Sales K-12

	
 

	
50

	
%

	
 

	
100

	
%

	
 


	
EVP, CFO

	
 

	
45

	
%

	
 

	
90

	
%

	
 


	
Other Senior VPs,

 General Counsel,

 Chief Ed Officer

	
 

	
35

	
%

	
 

	
70

	
%

	
 


	
Other VPs

	
 

	
30

	
%

	
 

	
60

	
%

	
 


	
Directors

	
 

	
20

	
%

	
 

	
40

	
%

	
 


	
Managers

	
 

	
10

	
%

	
 

	
20

	
%

	
 





Base salary is defined as the
Participant’s base salary as of 12/31/08. 


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. 


Shared Goals 


Shared
goals for the 2008 Plan are: 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Hurdle Level

 (Minimum for

 Payment of Bonus)

	
 

	
Target Level

 (100% Goal

 Achievement)

	
 

	
Maximum

 Overachievement

 Level


	


	


	


	


	


	


	



	
Revenue (GAAP)

	
 

	
$XX million

	
 

	
$XX million

	
 

	
$XX million


	
Operating profit before

 payment of MIP and

 PSP bonuses

	
 

	
$XX million

	
 

	
$XX million

	
 

	
$XX million





Individual Goals 


Individual
goal performance under the 2008 Plan is based on both the following: 


	
 

	
 

	
 


	
 

	
•

	
Achievement
 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. 








	
 

	
 


	



	
SLC Confidential

	
Page 1 of 4 











Approved by the Compensation Committee 

March 6, 2008 


	
 

	
 

	
 


	
 

	
•

	
Contribution
 to adding value for shareholders, customers and employees. 


	
 

	
 

	
 


	
 

	
•

	
Hurdle
 level for individual goals is 80%. Maximum overachievement level is 200%. 





Weighting of Shared Goals and Individual Performance


	
 

	
 

	
 

	
 

	
 


	
Goal

	
 

	
% of Target Award

 Allocated to Goal

	
 


	


	


	


	


	



	
Operating profit before

 payment of MIP and PSP

 bonuses

	
 

	
 

	
35%

	
 


	
Revenue (GAAP)

	
 

	
 

	
35%

	
 


	
Individual performance

	
 

	
 

	
30%

	
 





Note:
For managers and director-level employees, the CEO has discretion to allocate
the bonus opportunity differently among the various goals to reflect the
priorities and responsibilities of that particular person. 


Hurdles and Scaling: The bonus payout
starts for each goal when the specified hurdle level for that goal is achieved.
At the hurdle level, 50% of that goal’s portion of the target award is earned.
At 100% of the goal, 100% of that goal’s target award is earned. Between the
hurdle level and 100% achievement of the goal, the portion of the award earned
is scaled ratably. 


Overachievement: 


	
 

	
 

	
 


	
 

	
•

	
Participants
 in the Plan can double their bonus through overachievement. 


	
 

	
 

	
 


	
 

	
•

	
The
 overachievement potential is divided among the goals in the same percentage
 as the bonus for achievement. 


	
 

	
 

	
 


	
 

	
•

	
The
 maximum overachievement award is paid at the maximum overachievement levels
 specified above. 


	
 

	
 

	
 


	
 

	
•

	
Between
 100% achievement and the maximum bonus overachievement level, each goal’s
 portion of the award is scaled ratably. 





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. 








	
 

	
 


	




	
SLC Confidential

	
Page 2 of 4 











Approved by the Compensation Committee 

March 6, 2008 


	
 

	
 

	
 


	
 

	
3.

	
Paid
 or Unpaid Leave. If a participant is on paid or unpaid leave of
 absence in 2008, 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, 2008 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 2009, following the completion of the
 2008 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. 





Illustration 


The
attached chart illustrates, for particular positions, the percentage of base
salary payable for each goal, at the hurdle, at 100% and at maximum
overachievement levels. 


	
 

	
 


	



	
SLC
 Confidential

	
Page 3 of 4 











Approved by
the Compensation Committee 

March 6, 2008


% of Base Salary** Available as MIP
Award at
Specified Levels of Achievement of Goals


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
%
  of Base Salary Available as Bonus

	
 


	


	


	


	



	
 

	
 

	
Revenue

	
 

	
Operating
  Profit before MIP 

  and PSP

	
 

	
Individual
  Goals

	
 

	
Total

	
 


	


	


	


	


	


	


	


	


	


	



	
 

	
 

	
At
  Hurdle

	
 

	
100%

	
 

	
Max
  Over

	
 

	
At
  Hurdle

	
 

	
100%

	
 

	
Max
  

  Over

	
 

	
At
  Hurdle

	
 

	
100%

	
 

	
Max
  

  Over

	
 

	
At
  Hurdle

	
 

	
100%

	
 

	
Max
  

  Over

	
 


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	



	
CEO,
  COO, VP 

  Sales

	
 

	
8.75

	
%

	
 

	
17.5

	
%

	
 

	
35

	
%

	
 

	
8.75

	
%

	
 

	
17.5

	
%

	
 

	
35

	
%

	
 

	
7.5

	
%

	
 

	
15

	
%

	
 

	
30

	
%

	
 

	
25

	
%

	
 

	
50

	
%

	
 

	
100

	
%

	
 


	
EVP,
  CFO

	
 

	
7.875

	
%

	
 

	
15.75

	
%

	
 

	
31.5

	
%

	
 

	
7.875

	
%

	
 

	
15.75

	
%

	
 

	
31.5

	
%

	
 

	
6.75

	
%

	
 

	
13.5

	
%

	
 

	
27

	
%

	
 

	
22.5

	
%

	
 

	
45

	
%

	
 

	
90

	
%

	
 


	
Other
  Senior 

  VPs, General 

  Counsel, Chief 

  Ed Officer

	
 

	
6.125

	
%

	
 

	
12.25

	
%

	
 

	
24.5

	
%

	
 

	
6.125

	
%

	
 

	
12.25

	
%

	
 

	
24.50

	
%

	
 

	
5.25

	
%

	
 

	
10.50

	
%

	
 

	
21

	
%

	
 

	
17.5

	
%

	
 

	
35

	
%

	
 

	
70

	
%

	
 


	
Other
  VPs

	
 

	
5.25

	
%

	
 

	
10.5

	
%

	
 

	
21

	
%

	
 

	
5.25

	
%

	
 

	
10.5

	
%

	
 

	
21

	
%

	
 

	
4.5

	
%

	
 

	
9

	
%

	
 

	
18

	
%

	
 

	
15

	
%

	
 

	
30

	
%

	
 

	
60

	
%

	
 


	
Directors*

	
 

	
3.5

	
%

	
 

	
7

	
%

	
 

	
14

	
%

	
 

	
3.5

	
%

	
 

	
7

	
%

	
 

	
14

	
%

	
 

	
3

	
%

	
 

	
6

	
%

	
 

	
12

	
%

	
 

	
10

	
%

	
 

	
20

	
%

	
 

	
40

	
%

	
 


	
Managers*

	
 

	
1.75

	
%

	
 

	
3.5

	
%

	
 

	
7

	
%

	
 

	
1.75

	
%

	
 

	
3.5

	
%

	
 

	
7

	
%

	
 

	
1.5

	
%

	
 

	
3

	
%

	
 

	
6

	
%

	
 

	
5

	
%

	
 

	
10

	
%

	
 

	
20

	
%

	
 








	
 

	
 

	
 


	
 

	
•

	
Subject to adjustment by the CEO, as
  described above. 


	
 

	
 

	
 


	
 

	
•

	
** Base salary is defined as the
  participant’s base salary as of 12/31/08.








	
 

	
 


	


	



	
SLC
  Confidential

	
Page 4 of 4