Exhibit 10.2


             


             


            
            AMENDMENT TO ROBERT C. BOWEN EMPLOYMENT AGREEMENT


            THIS
            AMENDMENT TO ROBERT C. BOWEN EMPLOYMENT AGREEMENT (the “Amendment”) is made
            as of this 6th day of December 2007, by and between Scientific Learning Corporation
            (the “Company”), and Robert C. Bowen (“Executive”)
            (collectively, the “Parties”).


            
            RECITALS


            
            WHEREAS, the Employment Agreement, as amended by
            letter agreement dated January 4, 2002, between the Company and Robert C. Bowen, its
            Chairman and Chief Executive Officer, will expire June 4, 2008 (the “Employment
            Agreement”);


            
            WHEREAS, the Company wishes Executive to continue
            his employment under the terms and conditions of the Employment Agreement until June
            30, 2010;


            
            WHEREAS, Executive so desires to continue his
            employment under the terms and conditions of the Employment Agreement; and


            
            WHEREAS, the Chair of the Compensation Committee
            and Executive have agreed to additional terms of employment as set forth
            hereunder.


             


            
            NOW, THEREFORE, in consideration of
            the promises, mutual covenants, the above recitals, and the agreements herein set
            forth, and for other good and valuable consideration, the sufficiency of which is
            hereby acknowledged, the Parties agree to the following terms and conditions of the
            Executive’s employment:


            
            AGREEMENT


            
            1.           
            EXTENSION OF EMPLOYMENT
            AGREEMENT. The Employment Agreement shall be extended
            until June 4, 2010 and Executive shall remain the Company’s Chairman and Chief
            Executive Officer for this extended period subject to the terms and conditions of the
            Employment Agreement.


            
                	
                            
                            2.

                        	
                            
                            COMPENSATION.

                        


            


            
                	
                            
                             

                        	
                            
                            a.

                        	
                            
                            Salary. Executive shall
                            receive for services to be rendered hereunder an annualized base salary
                            of $315,000, payable on a twice-monthly basis, subject to payroll
                            withholding and deductions.

                        


            


            
                	
                            
                             

                        	
                            
                            b.

                        	
                            
                            Bonus. Executive shall be
                            eligible to participate in the Company’s Management Incentive
                            Plans from time to time in effect during his continued
                            employment.

                        


            


            
            3.            
            EQUITY. Effective June 4, 2008, Section 2.4(g) of
            the Employment Agreement shall be of no further force and effect.


            
            4.            
            COMMUTING EXPENSES. The Company
            shall pay Executive’s reasonable commuting expenses from the Company’s
            Oakland, California office to Executive’s homes in Minneapolis, Minnesota and
            Phoenix, Arizona, subject to the Company’s expense reimbursement and travel
            policies.


             


             


             

            
            


            

            

            
            5.             
            MEDICAL EXPENSES
            REIMBURSEMENTS. The Company will reimburse Executive
            for reasonable medical insurance costs for Executive and his spouse for a period of
            five (5) years after his employment with the Company ends. Reasonable medical insurance
            costs means the cost of a medical insurance plan that supplements the coverage
            available to Executive and his spouse from any available federal and/or state
            government source (e.g., Medicare or its successor) so that such coverage collectively
            approximates, to the extent reasonable, the scope of coverage and out of pocket
            expenditures available to Executive under the medical insurance benefits in effect at
            the Company at the time Executive’s employment ends. Executive agrees to provide
            the Company with all documentation/invoices/receipts regarding the cost of such
            supplemental medical insurance. At the end of Executive’s employment, Executive
            and the Company will negotiate in good faith to reach a reasonable agreement that
            implements this commitment. If Executive predeceases his spouse, the Company will
            continue to reimburse the same costs for Executive’s spouse only for the same
            time period. At the end of Executive’s employment, Executive shall provide the
            Company with an executed and effective general release substantially in the form
            attached to the Employment Agreement as Exhibit B (the “Release”), as
            a condition of receipt of these medical expense reimbursement payments.


            
            6.            
            Effective Date. The terms and conditions of
            this Amendment shall become effective on June 4, 2008. From the date set forth above
            through June 3, 2010, Executive shall remain bound by the terms and conditions of the
            Employment Agreement.


            
            7.            
            Entire Agreement. This Amendment sets forth
            the entire agreement and understanding of the Parties with regard to the subject matter
            hereunder and supersedes any and all prior agreements, arrangements and understandings,
            written or oral, pertaining to the subject matter hereof. No representation, promise or
            inducement relating to the subject matter hereof has been made to a party that is not
            embodied in this Amendment, and no party shall be bound by or liable for any alleged
            representation, promise or inducement not so set forth.


            
            8.            
            Governing Law. This Amendment and all
            disputes relating to this Amendment shall be governed in all respects by the laws of
            the State of California as such laws are applied to agreements between California
            residents entered into and performed entirely in California.


             


             


             

            
            


            

            

            
            IN WITNESS WHEREOF, the parties have each
            duly executed this Amendment as of the day and year first above written.


             


            
                	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                            Scientific Learning Corporation

                        
	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                            

                            

                        
	
                            
                             

                        	
                            
                            Rodman W. Moorhead, III

                        
	
                            
                             

                        	
                            
                            Chair, Compensation Committee

                        
	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                            Robert C. Bowen