Amendments to Capella Education Company Retirement Savings Plan (2006)

Summary

Capella Education Company amended its Retirement Savings Plan, originally effective July 1, 1994, to change how employer matching contributions are determined. Effective January 1, 2006, matching contributions are now calculated based on the entire plan year. Additionally, for payroll periods starting July 9, 2006, the employer will match 100% of employee contributions up to 2% of compensation and 50% of the next 4%. These amendments were executed by the company's Vice President and General Counsel.

EX-10.39 17 c07996a2exv10w39.txt AMENDMENTS TO RETIREMENT PLAN EXHIBIT 10.39 AMENDMENT TO THE CAPELLA EDUCATION COMPANY RETIREMENT SAVINGS PLAN WHEREAS, Capella Education Company (the "Company") adopted the Capella Education Company Retirement Savings Plan (the "Plan") effective July 1, 1994 and as amended through April 1, 2005; and WHEREAS, Article VIII of the Plan document grants the Company the right to amend the Plan at any time; NOW THEREFORE BE IT RESOLVED, that the Plan Adoption Agreement as in effect as of April 1, 2005 is hereby amended effective January 1, 2006 as follows: Item 31(f) - Period of Determining Employer Matching Contributions - shall be replaced and substituted with Item 31(e) to provide that matching contributions shall be determined on the basis of the entire Plan Year. IN WITNESS WHEREOF, this amendment is executed this 20th day of April, 2006. CAPELLA EDUCATION COMPANY BY: Gregory W. Thom TITLE: VP, General Counsel and Secretary AMENDMENT TO THE CAPELLA EDUCATION COMPANY RETIREMENT SAVINGS PLAN WHEREAS, Capella Education Company (the "Company") adopted the Capella Education Company Retirement Savings Plan (the "Plan") effective July 1, 1994 and as amended through April 1, 2005; and WHEREAS, Article VIII of the Plan document grants the Company the right to amend the Plan at any time; NOW THEREFORE BE IT RESOLVED, that the Plan Adoption Agreement as in effect as of April 1, 2005 is hereby amended effective for the payroll period beginning July 9, 2006 as follows: Item 31(d) - Formula for Determining Employer Matching Contributions - shall be replaced and substituted with Item 31(d) to read as follows: "The Employer will make matching contributions equal to the sum of 100% of the portion of the Participant's Elective Deferrals which do not exceed 2% of the Participant's Compensation plus 50% of the portion of the Participant's Elective Deferrals which do not exceed the next 4% of the Participant's Compensation." IN WITNESS WHEREOF, this amendment is executed this 1st day of June, 2006. CAPELLA EDUCATION COMPANY BY: Gregory W. Thom TITLE: VP, General Counsel and Secretary