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  • 8-K (Dec 23, 2013)
  • 8-K (Nov 12, 2013)
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  • 8-K (Jul 5, 2013)
  • 8-K (Jun 14, 2013)
  • 8-K (Apr 16, 2013)


Scientific Learning 8-K 2008

Documents found in this filing:

  1. 8-K
  2. Ex-10.1
  3. Ex-10.1


Washington, D.C. 20549



Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 6, 2008

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation)





(Commission File No.)

(IRS Employer Identification No.)

300 Frank Ogawa Plaza, Suite 600
Oakland, CA 94612
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (510) 444-3500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):




Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)




Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)




Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))




Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


On March 6, 2008, the Compensation Committee adopted the Company’s 2008 Management Incentive Plan (the “2008 Plan”), which provides for the payment of cash bonuses to the Company’s named executive officers, as well as other corporate officers and other management personnel. Payments are based 70% on corporate performance and 30% on individual performance. The 2008 Plan establishes revenue and operating profit (prior to payments under the 2008 Management Incentive and Profit Sharing Plans) as the corporate performance goals for 2008. A copy of the 2008 Plan is filed as Exhibit 10.1 to this report and incorporated herein by reference. The table below shows the cash amounts that certain executive officers are eligible to earn under the 2008 Plan on two sets of assumptions: (1) if 100% of the targets are met; and (2) on maximum overachievement of all targets. The executive officers included in the chart are the named executive officers for 2007 (which officers were determined on the basis of total 2007 cash compensation) and the Company’s recently-appointed President and Chief Operating Officer.






Name and Title


2008 MIP Payment at 100%
Achievement All Targets


2008 MIP Payment at Maximum
Overachievement All Targets






Robert C. Bowen

Chairman of the Board and Chief
Executive Officer










D. Andrew Myers

President and Chief Operating










Jane A. Freeman

Executive Vice President, Chief
Financial Officer and Treasurer










Glenn G. Chapin

Vice President, Education Sales










William M. Jenkins

Senior Vice President, Product


$  76,650








Linda L. Carloni

Vice President, General Counsel
and Secretary


$  75,950



On the same date, the Compensation Committee, following an evaluation of corporate and individual performance and a review of competitive market data provided by a compensation consultant engaged by the Compensation Committee, approved increases in the annual base salaries (effective as of April 1, 2008) of certain of the Company’s officers and granted restricted stock units to such officers. A summary setting forth the new annual base salary levels established and the restricted stock units granted on that date is set forth below.














Increased Salary Effective
April 1, 2008


Restricted Stock Units
Granted March 6, 2008


Linda Carloni




















Glenn Chapin




















William Jenkins




















Item 9.01 Financial Statements And Exhibits








2008 Management Incentive Plan


          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.









Date: March 11, 2008


/s/ Linda L. Carloni




Title: Vice President and General Counsel


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