ContractVoting Agreement • June 7th, 2002 • Scientific Learning Corp • Services-educational services
VOTING AGREEMENT SCIENTIFIC LEARNING CORPORATION 1999 EQUITY INCENTIVE PLAN This Voting Agreement (the “Agreement”) is made and entered into as of this 30th day of May, 2002, by Warburg Pincus Ventures, Carleton Holstrom, the Holstrom Family Partnership, Paula Tallal, and the Colleen Osborne 1998 Irrevocable Trust (collectively, the “Stockholders”), for the benefit of Scientific Learning Corporation, a Delaware corporation (the “Company”) and Robert C. Bowen (“Executive”), with respect to the Scientific Learning Corporation 1999 Equity Incentive Plan, as amended, attached to this Agreement as Exhibit A (the “Amended 1999 Plan”), the Performance-Based Stock Option Agreement attached to this Agreement as Exhibit B (the “Performance-Based Option”), and the Unvested Stock Option Agreement attached to this Agreement as Exhibit C (the “Unvested Option”). RECITALS WHEREAS, the Company’s Board of Directors (the “Board”) has approved the Amended 1999 Plan; WHEREAS, under applicable rules of the
ContractEmployment Agreement • June 7th, 2002 • Scientific Learning Corp • Services-educational services • California
SCIENTIFIC LEARNING CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT for ROBERT C. BOWEN This Employment Agreement (“Agreement”) is entered into as of the 31st day of May, 2002, by and between Robert C. Bowen (“Executive”) and Scientific Learning Corporation, a Delaware corporation (the “Company”). WHEREAS, the Company desires to employ Executive to provide personal services to the Company, and wishes to provide Executive with certain compensation and benefits in return for his services; and WHEREAS, Executive wishes to be employed by the Company and provide personal services to the Company in return for certain compensation and benefits; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows: 1. EMPLOYMENT BY THE COMPANY.
