SCIENTIFIC LEARNING CORPORATION
1999 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
ADOPTED MAY 17, 1999
APPROVED BY STOCKHOLDERS MAY 28, 1999
AMENDED OCTOBER 9, 2002
AMENDED FEBRUARY 25, 2003
APPROVED BY STOCKHOLDERS MAY 21, 2003
AMENDED MARCH 16, 2005
APPROVED BY STOCKHOLDERS JUNE __, 2005
TERMINATION DATE: MAY 17, 2009
(a) The purpose of the 1999 Non-Employee Directors' Stock Option Plan (the "Plan") is to provide a means by
which each member of the Board of Directors of Scientific Learning Corporation (the "Company") who is not at
the time of grant an employee of the Company or of any Affiliate of the Company, or a holder or representative
of the holder of 10% or more of the Company's capital stock (each such person being hereafter referred to as a
"Non-Employee Director") will be given an opportunity to purchase stock of the Company.
(b) The word "Affiliate" as used in the Plan means any parent corporation or subsidiary corporation of the
Company as those terms are defined in Sections 424(e) and (f), respectively, of the Internal Revenue Code of
1986, as amended from time to time (the "Code").
(c) The Company, by means of the Plan, seeks to retain the services of persons now serving as Non-Employee
Directors of the Company, to secure and retain the services of persons capable of serving in such capacity, and
to provide incentives for such persons to exert maximum efforts for the success of the Company.
(a) The Board of Directors of the Company (the "Board") shall administer the Plan unless and until the Board
delegates administration to a committee, as provided in subparagraph 2(b).
(b) The Board may delegate administration of the Plan to a committee composed of two (2) or more members of
the Board (the "Committee"). If administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore possessed by the Board, subject, however,
to such resolutions, n