Performance Bonus Agreement Letter between Scientific Learning Corporation and Robert C. Bowen

Summary

This agreement is between Scientific Learning Corporation and Robert C. Bowen. It states that, starting in 2003 and for future years of his employment, Mr. Bowen's eligibility for performance bonuses will be governed by the company's Management Incentive Plan, rather than the terms in Section 2.2 of his previous Executive Employment Agreement. Both parties have agreed to this change, which affects how Mr. Bowen's bonuses are determined.

EX-10.28 3 d59633_ex10-28.htm AGREEMENT LETTER

Exhibit 10.28

January 27, 2004

Mr. Robert C. Bowen

c/o Scientific Learning Corporation

300 Frank H. Ogawa Plaza, Suite 600

Oakland, CA 94612

Dear Bob:

This letter confirms the agreement that the Company and you have reached concerning the payment to you of performance bonuses.

As you know, your Executive Employment Agreement with the Company, dated as of May 31, 2002 provides, in Section 2.2, that you may be paid annual performance bonuses, based on factors specified in that Section.

The Company and you have agreed that for the year 2003 and future years during your employment with the Company, Section 2.2 shall not apply, and instead you shall be eligible for a performance bonus in accordance with the Company’s Management Incentive Plan for the applicable year.

Please sign below to confirm our agreement.

SCIENTIFIC LEARNING CORPORATION



By	/s/ Rodman W. Moorhead
	——————————————————
		Rodman W. Moorhead
		Chairman of the Compensation Committee
		of the Board of Directors

AGREED:



/s/ Robert C. Bowen
———————————————————
	Robert C. Bowen

Date:______________________________