SCIL » Topics » General Provisions:

This excerpt taken from the SCIL 8-K filed Mar 12, 2008.

General Provisions:






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.






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






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.






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).






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.






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.

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