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