Scientific Learning 8-K 2008
Washington, D.C. 20549
Section 13 or 15(d) of the
Date of Report (Date of earliest event reported): March 6, 2008
Ogawa Plaza, Suite 600
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):
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.
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.
Item 9.01 Financial Statements And Exhibits
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.