Capella Education Company 2014 Equity Incentive Plan Restricted Stock Unit Award Agreement Terms and Conditions

(a)Scheduled Vesting. If you remain a Service Provider to the Company or any of its Affiliates continuously from the Grant Date specified on the cover page of this Agreement, then the Units will vest in the numbers and on the dates specified in the Vesting Schedule on the cover page of this Agreement.

(b)Accelerated Vesting. Vesting of outstanding Units (i) will be accelerated as provided in Section 6(e) of the Plan if your Service terminates due to your death, Disability or Retirement (defined for purposes of this Agreement as termination of Service (other than for Cause as defined below) at or after the earlier of age 65 or age 55 with seven years of service); and (ii) will or may be accelerated in connection with a Change in Control under the circumstances and to the extent described in Sections 12(b) and 12(c) of the Plan

(c)Definition of “Cause”. For purposes of this Agreement, “Cause” means termination of your Service in connection with any of the following: (i) your failure or refusal substantially to perform your duties to the full extent of your abilities for reasons other than death or Disability, after written notice to you of such failure or refusal providing you 30 days to take corrective action; (ii) your conviction of a felony crime, or commission of any act, the conviction for which would be a gross misdemeanor or felony conviction; or (iii) theft or misappropriation by you of the Company’s property.

or (ii) if you have previously submitted a Deferral Election Form in the form attached hereto as Exhibit A to the Company no later than the December 31 immediately prior to the calendar year in which the Grant Date occurs, as soon as administrative practicable (but no later than ten days after) such other date(s) as set forth in the Deferral Election Form, and you shall have no power to affect the timing of such issuance. If the Units that vest and become payable include a fractional Unit, the Company will round the number of vested Units to the nearest whole Unit prior to delivery of Shares in settlement thereof. Delivery of the Shares shall be effected by the issuance of a stock certificate, by an appropriate entry in the stock register maintained by the Company’s transfer agent with a notice of issuance provided, or by the electronic delivery of the Shares to a designated brokerage account, and shall be subject to compliance with all applicable legal requirements, including compliance with the requirements of applicable federal and state securities laws, and shall be in complete satisfaction and settlement of such vested Units. The Company will pay any original issue or transfer taxes with respect to the issuance and delivery of the Shares to you, and all fees and expenses incurred by it in connection therewith. All Shares so issued will be fully paid and nonassessable. Notwithstanding the foregoing, if the ownership or issuance of Shares to you as provided herein is not feasible due to applicable exchange controls, securities or tax laws or other provisions of applicable law, as determined by the Board in its sole discretion, you (or your permitted transferee) shall receive in lieu of Shares cash in an amount equal to the Fair Market Value (as of the date vesting occurs) of the Shares otherwise issuable in settlement of the vested Units.