SCIENTIFIC LEARNING CORPORATION
1999 EQUITY INCENTIVE PLAN
Adopted February 19, 1996 Approved By Stockholders March 30, 1996
Amended and Restated September 27, 1996
Approved By Stockholders June 11, 1997
Amended March 11, 1999
Amended and Restated May 17, 1999
Approved By Stockholders May 28, 1999
Amended March 8, 2000
Approved By Stockholders May 18, 2000
Amended May 30, 2002
Amended October 9, 2002
Amended February 25, 2003
Approved By Stockholders ______, 2003
Termination Date: May 17, 2009
1. PURPOSES.
(a) The Plan initially was established effective as of February 19, 1996 (the “Prior Plan”). The Prior Plan
hereby is amended and restated in its entirety as the Plan, effective as of the date of the closing of the initial
public offering (“IPO”) of the common stock of the Company (“Common Stock”). The terms of the Prior Plan
shall remain in effect and apply to all options granted pursuant to the Prior Plan.
(b) The purpose of the Plan is to provide a means by which selected Employees, Directors and
Consultants may be given an opportunity to benefit from increases in value of the Common Stock through the
granting of (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) stock bonuses, (iv) rights to
purchase restricted stock and (v) Stock Appreciation Rights.
(c) The Company, by means of the Plan, seeks to retain the services of persons who are now Employees,
Directors or Consultants, to secure and retain the services of new Employees, Directors and Consultants and to
provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates.
(d) The Company intends that the Stock Awards issued under the Plan shall, in the discretion of the
Board or any Committee to which responsibility for administration of the Plan has been delegated pursuant to
subsection 3(c), be either (i) Options granted pursuant to Section 6 hereof, including Incentive Stock Opt