This Transition Agreement (the “ Agreement ”) is made as of May 11, 2010 (the “Effective Date”), by and between Capella
Education Company (the “ Company ”) and Lois Martin (“ Executive ”).
WHEREAS, Executive is employed by the Company as Senior Vice President and Chief Financial Officer (“ CFO ”),
pursuant to an Offer Letter dated October 20, 2004 and the Addendum A to Lois Martin Offer Letter (together, the “ Offer Letter
WHEREAS, Executive has indicated her desire to leave the Company for personal reasons.
WHEREAS, the Company considers it desirable for Executive to remain employed for a period of time to facilitate a smooth
transition while the Company identifies a successor Chief Financial Officer and such successor commences employment.
WHEREAS, the parties have mutually agreed to continue Executive’s employment for a transition period, on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth below, as well as other good and valuable
consideration, the Parties hereby agree as follows:
1. Transition Period . Subject to the terms and conditions of this Agreement, the Company will continue to employ
Executive and Executive will remain employed with the Company from the Effective Date through January 3, 2011, unless
Executive’s employment with the Company is earlier terminated pursuant to Section 6 below (the “ Transition Period ”). If
Executive’s employment is not earlier terminated pursuant to Section 6, Executive will cease to be an employee and officer of the
Company effective January 3, 2011, without further action by either Executive or the Company; such termination will be deemed
a voluntary resignation by Executive and she will not be entitled to benefits under the Capella Education Company Senior
Executive Severance Plan (the “ Severance Plan ”). The date of termination of Executive’s employment with the Company for
any reason shall be the “ Separation Date .”