Exhibit 10.15 Adopted by the Compensation Committee of the Board March 7, 2006  Scientific Learning Corporation 2006 Management Incentive 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 members of the Leadership Team, director-level employees and selected manager-level employees. The total number of participants at March 2006 is approximately 39 persons. The regional sales directors 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%VP,
        Sales K-12
    50%
    100%CFO
    40%
    80%Chief
        Ed. Officer, 
        Other VPs
    30%
    60%Directors
    20%
    30%Managers
    10%
    15%  Goals All participants in the Plan will have shared Company financial goals and individual goals closely related to the individuals own area of responsibility.  Shared Goals Shared goals for the 2006 Plan are:  Hurdle
        Level (Minimum for Payment of Bonus)
    Target
        Level (100% Goal Achievement)
    Max.
        Overachievement LevelOperating
        Cash Flow*
    Break
        even
    $2.5
        million
    $5.4millionBooked
        sales
    $38.0
        million
    $47.5
        million
    $50.0
        million  *Operating cash flow is defined as GAAP net cash from operating activities less capital spending.  Individual Goals Individual goal performance under the 2006 Plan is based on both the following: 
        Achievement of agreed-upon individual goals closely related to the individuals area of responsibility. These goals will be agreed in writing between the participant and his/her manager. 
        Contribution to adding value for shareholders, customers and employees. 
        Hurdle level for individual goals is 80%. Maximum overachievement level is 200%.  Page 1 of 3    Adopted by the Compensation Committee of the Board March 7, 2006







Weighting of Shared Goals and Individual Performance




Goal
    %
        of Target Award 
        Allocated to GoalOperating
        cash flow
    30%Booked
        sales
    40%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, then 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





        Officers can double their bonus through overachievement and directors and managers can increase their bonuses by 50% 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.

Illustration



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



Timing



Awards will be paid in the first quarter of 2007, following the completion of the 2006 audit. Plan participants must be employed at Scientific Learning in a position that is eligible for an award under this Plan when the awards are paid in order to receive an award.  Participants hired or promoted into a MIP eligible position prior to October 1, 2006 will be eligible for a pro-rated award (unless otherwise agreed to, in writing, at the time of the employment action).



Compensation Committee Discretion



The Compensation Committee has discretion to pay awards to reflect achievement even if specific goals are not met, and to interpret the terms of the Plan.






Page 2 of 3


Adopted by the Compensation Committee of the Board March 7, 2006





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






%
        of Base Salary Available as BonusOperating
        Cash Flow
    Booked
        Sales
    Individual
        Goals
    TotalAt
        Hurdle
    100%
    Max
        Over
    At
        Hurdle
    100%
    Max
        Over
    At
        Hurdle
    100%
    Max
        Over
    At
        Hurdle
    100%
    Max
        OverCEO
      VP
        Sales K-12
    7.5%
    15%
    30%
    10%
    20%
    40%
    7.5%
    15%
    30%
    25%
    50%
    100%CFO
    6%
    12%
    24%
    8%
    16%
    32%
    6%
    12%
    24%
    20%
    40%
    80%Chief
        Ed Officer, other VPs
    4.5%
    9%
    18%
    6%
    12%
    24%
    4.5%
    9%
    18%
    15%
    30%
    60%Directors*
    3%
    6%
    9%
    4%
    8%
    12%
    3%
    6%
    9%
    10%
    20%
    30%Managers*
    1.5%
    3%
    4.5%
    2%
    4%
    6%
    1.5%
    3%
    4.5%
    5%
    10%
    15%

*Subject to adjustment by the CEO, as described above.





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