This excerpt taken from the SCIL 8-K filed Mar 12, 2008.
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.
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 Participants estate according to applicable law and
established guidelines and practices.
Page 2 of 4
Approved by the Compensation Committee
March 6, 2008
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.
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).
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.
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.