Attached files
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| EX-10.1 - EXHIBIT 10.1 - SCIENTIFIC LEARNING CORP | ex10-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2011
SCIENTIFIC LEARNING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 000-24547 | 94-3234458 |
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(Commission File No.)
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(IRS Employer Identification No.)
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300 Frank Ogawa Plaza, Suite 600
Oakland, CA 94612
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (510) 444-3500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On February 23, 2011, the Compensation Committee adopted the Company’s 2011 Management Incentive Plan (the “2011 Plan”), which provides for the payment of cash bonuses to the Company’s named executive officers, as well as other management personnel. Payments are based 70% on corporate performance and 30% on individual performance. The 2011 Plan establishes booked sales and EBITDAS (earnings before interest, taxes, depreciation, amortization and stock compensation) as the corporate performance goals for 2011. A copy of the 2011 Plan is filed as Exhibit 10.1 to this report and incorporated herein by reference. The table below shows the cash amounts that the named executive officers are eligible to earn under the 2011 Plan on two sets of assumptions: (1) if 100% of the targets are met; and (2) on maximum overachievement of all targets. The executive officers included in the chart are the named executive officers for 2009, and the calculation assumes salaries to be effective at April 1, 2011.
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Name and Title
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2011 MIP Payment at 100% Achievement All Targets
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2011 MIP Payment at Maximum Overachievement All Targets
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D. Andrew Myers
President and Chief Executive Officer
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$ | 187,000 | $ | 374,000 | ||||
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Robert E. Feller
Senior Vice President, Chief Financial Officer and Treasurer
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$ | 104,625 | $ | 209,250 | ||||
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David C. Myers
Senior Vice President, Sales and Services
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$ | 114,250 | $ | 228,500 | ||||
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William M Jenkins
Chief Scientific Officer
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$ | 78,925 | $ | 157,850 | ||||
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Linda L. Carloni
Senior Vice President, General Counsel and Secretary
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$ | 82,425 | $ | 164,850 | ||||
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Item 9.01 Financial Statements And Exhibits
(d) Exhibits
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2011 Management Incentive Plan
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Scientific Learning Corporation | |||
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Date: February 25, 2011
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By:
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/s/ Linda L. Carloni | |
| Title: | Sr. Vice President and General Counsel | ||
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