Exhibit 10.1


             


             


            
            November 28, 2007


             


            D.
            Andrew Myers


            782 W.
            Carob Way


            
            Chandler, AZ 85248


             


            
                	
                            
                            RE:

                        	
                            
                            EMPLOYMENT OFFER

                        


            


             


            On
            behalf of Scientific Learning Corporation (the “Company”), I am pleased to
            offer you the following employment position. This offer is subject to approval by the
            Board of Directors and its Compensation Committee, and is not effective until that
            approval is obtained.


             


            
                	
                            
                            Position

                        


            


            
            President and Chief Operating
            Officer, reporting to Robert Bowen, Chief Executive Officer.
            You will be based in the Company’s Oakland, California headquarters.


             


            
                	
                            
                            Base Salary

                        


            


            Your
            starting base salary will be $22,916.67 per month ($275,000.00 annually). You will be
            paid bi-weekly on the 15th and the last day of each month, subject to
            payroll withholding and deductions. Based on your duties and responsibilities, you will
            be categorized as “exempt” and will be ineligible for overtime
            pay.


             


            
            Incentive Compensation
             


            In
            addition to your base salary, you will be eligible for the 2008 Management Incentive
            Plan, as approved by the Compensation Committee. Under the 2008 Plan, you will be
            eligible to receive a bonus of 50% of base salary upon achievement of 100% of all
            targets (financial and individual) and up to 100% of base salary upon overachievement.
            Of course, the Company may modify or amend future incentive plans from time to time at
            its discretion.


             


            
                	
                            
                            Start Date

                        


            


            Subject
            to fulfillment of any conditions imposed by this employment offer, you will commence
            this new position with the Company on or about January 9, 2008.


             


            
                	
                            
                            Benefits

                        


            


            You
            will be entitled to full company benefits, including medical, dental, vision, 401(k)
            and life insurance. Your health care benefits will be effective February 1, 2008. You
            will be eligible to enroll in the 401(k) plan after completing 2 months of service. The
            Company may modify its standard benefits from time to time as it deems necessary, which
            would also modify the benefits available to you. The Company will reimburse you for
            your COBRA costs for yourself and your family for the month of January 2008.


             


            
                	
                            
                            Restricted Stock Units

                        


            


            As part
            of your compensation package, it will be recommended to the Compensation Committee of
            the Board of Directors that you be granted a restricted stock unit (RSU) award of
            30,000 shares of Scientific Learning Common Stock under the Company’s Equity
            Incentive Plan. We will recommend that the RSU award be subject to vesting over four
            years, starting approximately on March 10, 2008, with an initial one-year cliff (at
            which time 33.3% will vest) with the remainder vesting in equal installments every six
            months over the following 36 months). This award is subject to compliance with
            applicable federal and state securities laws.


             

            
            


            

            

            


            D.
            Andrew Myers


            
            Employment Offer


            Page
            2


             


            
                	
                            
                            Termination of Employment

                        


            


            
            Throughout your employment at Scientific Learning, your employment is
            at-will. At-will employment provides protection of our mutual rights. You or the
            Company may terminate your employment relationship at any time for any lawful reason
            whatsoever, with or without cause or advance notice. This at-will employment
            relationship and other terms of your employment may not be changed except in writing
            signed by a duly-authorized officer of our Company.


             


            If your
            employment is terminated by the Company without Cause (as defined below), the Company
            will pay you twelve months of your then-current base salary as severance compensation
            (“Severance Payments”) subject to the following conditions:


            
            a.      The Severance Payments will be
            made on the Company’s ordinary payroll dates over that twelve month period, and
            will be subject to standard payroll deductions and withholdings.


            
            b.     Prior to the payment of any Severance
            Payments, you must execute a complete General Release of all known and unknown claims
            satisfactory to the Company.


            
            For purposes of this letter, “Cause” is defined as:
            (a) indictment or conviction of any felony or of any crime involving dishonesty;
            (b) participation in any fraud against the Company; (c) breach of your duties
            to the Company, including but not limited to unsatisfactory performance of job duties,
            as determined by the Company in its sole discretion; (d) intentional damage to any
            property of the Company; (e) violation of Company policy which causes a material
            detriment to the Company, as determined by the Company in its sole discretion; (f)
            breach of this Agreement or the Proprietary Information and Inventions Agreement, as
            determined by the Company in its sole discretion; (g) conduct by you which in the good
            faith and reasonable determination of the Board demonstrates unfitness to serve; or (h)
            death or inability to serve (inability to serve shall be defined as your
            inability to carry out your job responsibilities for a continuous period
            of more than three months, as determined by the Company in its sole
            discretion).


            
             


            If your
            employment is terminated at any time with Cause or if you voluntarily terminate your
            employment, you will not be entitled to Severance Payments, pay in lieu of notice or
            any other such compensation. If the Company is acquired, you will receive the Severance
            Payments as described above unless you are offered a comparable position with
            comparable pay by the acquiring company.


            
            Advance Visits to the New Location


            
            TheCompany will cover the cost of two (2) house hunting trips for you
            and your spouse, for up to seven days if necessary.


            
                	
                            
                             

                        	
                            
                            •

                        	
                            
                            Transportation: commercial airline using economy
                            class/coach

                        


            


            
                	
                            
                             

                        	
                            
                            •

                        	
                            
                            Meals & Accommodation: moderately priced

                        


            


            
                	
                            
                             

                        	
                            
                            •

                        	
                            
                            Rental Car (or Leased Vehicle already in use for
                            temporary living arrangements)

                        


            


            
                	
                            
                             

                        	
                            
                            •

                        	
                            
                            Child care expenses

                        


            


            
             


            
            Commuting Expenses


            You
            will be reimbursed for reasonable expenses incurred for commuting from your home in
            Chandler, Arizona to the office in Oakland, California for a period not to exceed six
            (6) months from start date in accordance with the Company’s applicable expense
            reimbursement policies.


            
                	
                            
                             

                        	
                            
                            •

                        	
                            
                            Transportation: commercial airline using economy
                            class/coach

                        


            


            
                	
                            
                             

                        	
                            
                            •

                        	
                            
                            Meals & Accommodation: moderately priced (until
                            temporary living space secured)

                        


            


            
                	
                            
                             

                        	
                            
                            •

                        	
                            
                            Rental Car or Leased Vehicle

                        


            


             


            
            Temporary Living Costs


            Company
            will provide a furnished apartment for you within the first month of your employment
            until final relocation of your family from Arizona to Bay Area, which will take place
            sometime between when the Arizona home is listed in December 2007 and April
            2008.


             

            
            


            

            

            


            D.
            Andrew Myers


            
            Employment Offer


            Page
            3


             


            Once
            the your home in Arizona has been listed for 90 days, if the home has not sold when
            your family relocates to the Bay Area, the Company will provide you with a temporary
            living allowance of $4,500 per


            month
            (less appropriate taxes) to offset the cost of maintaining two households. Temporary
            living allowance will be discontinued on the date the Arizona home sale closes
            (allowance prorated for the month in which home is sold) or after the home has been
            listed for a total of twelve (12) months, whichever comes first.


             


            
            Moving Expenses


            The
            Company will cover reasonable costs incurred for selected moving company to pack, ship
            and insure household effects and up to two (2) personal vehicles to the new location.
            Transportation of your family to a new location, including moderately priced
            meals/accommodations while directly en route and fuel reimbursement if car(s) driven
            instead of shipped will also be covered.


             


            
            Closing Costs


            The
            Company will reimburse you for the closing costs and real estate fees/commissions
            incurred in the sale of your existing Arizona home and purchase of new home in
            California (so long as purchase of new home in California takes place within 90 days of
            close of sale for Arizona home). The intent of this benefit is to cover costs
            customarily paid by the seller (on the Arizona home) and the buyer (on the Bay Area
            home) and not to cover the same aspect of the transaction for both home
            sales.


             


            
            Supplemental Relocation Allowance


            The
            Company will pay an additional allowance equal to one (1) month’s gross salary,
            less appropriate taxes. This allowance will be based upon the employee’s current
            salary and is intended to cover miscellaneous expenses incurred during the move and
            will be paid within 30 days of your family’s relocation to Bay Area.


             


            
            Agreements/Limits


            To
            ensure that all relocations are handled economically, efficiently and equitably, it is
            expected that you will utilize all means possible to minimize expenses and avoid costs
            to the company. If you resign from your position within one year of the date of the
            completed relocation, you will be required to reimburse the company half of the total
            relocation expenses paid out in your behalf.


             


            
            Tax Reimbursement Allowance


            Company
            will provide you with gross up applicable to the tax liability incurred with relocation
            (does not apply to temporary living allowance or supplemental relocation
            allowance).


             


            As an
            employee, you will be expected to exercise the highest degree of professionalism and to
            maintain professional and cordial relationships with co-workers, management, customers
            and other business associates.


             


            
            Throughout your employment, you will be expected to abide by all of the
            Company’s policies and procedures, and you will be asked to acknowledge in
            writing that you have received and read the Company’s employee handbook. You also
            agree that throughout your employment with the Company, you will not, without the
            Company’s written authorization, directly or indirectly engage or prepare to
            engage in any activity in competition with the Company or accept employment, provide
            services to, or establish a business relationship with a business or individual engaged
            in or preparing to engage in competition with the Company.


             


            In your
            work for the Company, you will be expected not to use or disclose any confidential
            information, including trade secrets, of any former employer or other person to whom
            you have an obligation of confidentiality. Rather, you will be expected to use only
            that information which is generally known and used by persons with training and
            experience comparable to your own, which is common knowledge in the industry or
            otherwise legally in the public domain, or which is otherwise provided or developed by
            the


             

            
            


            

            

            


            D.
            Andrew Myers


            
            Employment Offer


            Page
            4


             


            
            Company. During our discussions about your proposed job duties, you
            assured us that you would be able to perform those duties within the guidelines just
            described.


             


            Your
            first 90 calendar days of employment at Scientific Learning are considered an
            “introductory period”. This is a period of adjustment and evaluation to
            give you an opportunity to be sure that you are suited to your job and, in turn, to
            give your supervisor the opportunity to view your on-the-job performance.


             


            On your
            first day of work, you will need to present proof of your right to work in the United
            States and sign a copy of the Proprietary Information and Inventions Agreement. In
            addition, this employment offer is conditioned upon your successful completion of a
            background check.


             


            By
            accepting this offer, you represent that your employment with the Company will not
            violate any agreements or obligations that you may have with any third party, including
            prior employers.


             


            We
            have provided two copies of this letter to you. Please sign one copy and return it to
            Gina Larue in the Human Resources department by December 1, 2007 to indicate your
            agreement to your employment at the Company on the terms set forth above. If you wish,
            you may fax a copy to 510-874-1877 and mail in the original.


             


            I am
            very excited, as is the Board of Directors, to have you joining our dynamic, young
            company at such a critical time. I am looking forward to working with you in the months
            and years ahead.


             


            
            Sincerely,


             


             


             


            
                	
                            
                            SCIENTIFIC LEARNING CORPORATION

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                            By

                        	
                            
                            /s/ Robert C. Bowen

                        	
                            
                             

                        	
                            
                            11/29/07

                        
	
                            
                             

                        	
                            
                            

                            

                        	
                            
                             

                        	
                            
                            

                            

                        
	
                            
                             

                        	
                            
                            Robert C. Bowen, Chief Executive Officer

                        	
                            
                             

                        	
                            
                            Date

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                            ACCEPTED AND AGREED:

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                            By

                        	
                            
                            /s/ Andrew Myers

                        	
                            
                             

                        	
                            
                            11/30/07

                        
	
                            
                             

                        	
                            
                            

                            

                        	
                            
                             

                        	
                            
                            

                            

                        
	
                            
                             

                        	
                            
                            D. Andrew Myers

                        	
                            
                             

                        	
                            
                            Date