SCIENTIFIC LEARNING CORPORATION
MILESTONE EQUITY INCENTIVE PLAN
Adopted February 25, 2003
Approved By Stockholders May 21, 2003
Amended January 28, 2004
Approved By Stockholders _________, 2004
Termination Date: February 24, 2013
(a) 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 of the
Company (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.
(b) 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.
(c) 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 (i) Options granted pursuant to Section 6 hereof, including Incentive Stock Options and
Nonstatutory Stock Options, (ii) rights to purchase restricted stock or to receive stock bonuses pursuant to
Section 7 hereof or (iii) Stock Appreciation Rights granted pursuant to Section 8 hereof. All Options shall be
separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and in such
form as issued pursuant to Section 6, and a separate certificate or certificates will be issued for shares purchased
on exercise of each type of Option.
(a) “Affiliate ” means any parent corporation or subs