Scientific Learning Corporation 2009 Management Incentive Plan

Scientific Learning Corporation

2009 Management Incentive Plan

Plan Name: Scientific Learning (the “Company”) FY 2009 Management Incentive Plan (“the Plan”).

Purpose: To provide significant cash awards to participants for the achievement and over-achievement of the Company’s collective financial goals, as well as each participant’s individual goals and overall performance in adding value for shareholders, customers and employees.

Participants: All executives, vice presidents, director-level employees and selected manager-level employees (“Participants”). The estimated number of Participants in 2009 is approximately 46. The regional sales directors who are included in sales incentive compensation plans are excluded from the Plan.

Target and Maximum Levels: Target awards are intended to deliver market-level incentive compensation at 100% achievement of goals. Awards increase for overachievement.

Goals: All Participants in the Plan will have shared Company financial goals and individual goals closely related to the Participant’s own area of responsibility.

Note: For managers and director-level employees, the CEO has discretion to allocate the bonus opportunity differently among the various goals to reflect the priorities and responsibilities of that particular person.

Shared Goals

Shared Company financial goals for the 2009 Plan are Booked Sales and EBITDAS. The entry, target and maximum levels for those goals are as follows:

Until the entry level for both financial goals is exceeded, no financial goals bonus is paid. The percentage of the financial goals target bonus to be paid will range from 10%, once the $44.6M Booked Sales and $2M EBITDAS entry levels are exceeded, to 200%, when the maximum level of $56.6M Booked Sales and $6M EBITDAS is achieved. The percentage will increase from 10% to 200% as Booked Sales and EBITDAS increase, based on the matrix that can be found in the Appendix. EBITDAS achievement is weighted slightly more than Booked Sales Achievement in determining the amount of the bonus.

The amount