September 4, 2008
Jane A. Freeman
Confidential Separation and Release Agreement
This letter sets forth the substance of the separation and release agreement (the Agreement) which Scientific Learning Corporation (Scientific Learning) is offering to you to aid in your employment transition. To receive the benefits described in Paragraphs 3, 4 and 5 below please sign and return this Agreement to Scientific Learning within the time set forth in paragraph 11 below.
1. RESIGNATION. You are resigning from your position as Executive Vice President and Chief Financial Officer as of October 6, 2008 (the Separation Date).
2. ACCRUED SALARY AND PAID TIME OFF. On the Separation Date, Scientific Learning will pay you all accrued salary, and all accrued and unused Paid Time Off earned through the Separation Date, subject to standard payroll deductions and withholdings. The Paid Time Off will be calculated based upon an annual salary basis of $260,000 (two hundred and sixty thousand dollars).
3. SEVERANCE PAYMENTS. Although Scientific Learning has no plans or policies regarding the payment of severance, Scientific Learning will pay you, as severance, ten (10) months of your salary (i.e. gross $216,666.67), subject to standard payroll deductions and withholdings (Severance Payment). The Severance Payments will be made over a ten (10) month period (the Severance Period) on the Companys ordinary payroll dates, commencing with the first payroll date after the Effective Date defined in the Paragraph 11, below, and will be subject to standard payroll deductions and withholdings. At any time during the Severance Period you may give written notice of your election to receive the unpaid balance of Severance Payment in a lump
sum payment, which amount shall be paid to you by Scientific Learning within 10 business days of said written notice.
4. BENEFITS AND INSURANCE. All Scientific Learning benefits and insurance cease as of the Separation Date except for health care benefits which are in effect until the last day of the month in which your employment ends. To the extent permitted by the federal COBRA law and the insurance policies and rules applicable to Scientific Learning, you will be eligible to continue your medical insurance and, later, to convert to an individual policy. On or about your Separation Date, Scientific Learning will provide you under separate cover a COBRA notice setting forth your rights and responsibilities with regard to COBRA coverage. As a part of this agreement, and subject to your timely election of COBRA continuation coverage,
Scientific Learning will pay the COBRA premium for you (medical, dental and vision coverage) for the
Separation and Release Agreement