EMPLOYMENT AGREEMENT

Exhibit 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement” or “Employment Agreement”) dated July 24, 2008 between Eugene S. Putnam, Jr. “Employee”) and Universal Technical Institute, Inc., a Delaware corporation (the “Company”) provides:

WHEREAS, the Company wishes to obtain the services of Employee and Employee is willing to provide services to the Company; and

WHEREAS, Employee wishes to have the protection provided for in this Agreement and, in exchange for such protection, is willing to give to the Company, under certain circumstances, a covenant not to compete and a release of all liability.

NOW, THEREFORE, the parties hereto agree as follows:

(i) Employee’s conviction of, or plea of guilty or nolo contendere to, (a) any felony; or, (b) a crime involving tax evasion, fraud, embezzlement, conversion of property or moral turpitude;

(ii) A finding by a majority of the Board of Directors of Employee’s fraud, embezzlement or conversion of the Company’s property;

(iii) Employee’s conviction of, or plea of guilty or nolo contendere to, a crime involving the acquisition, use or expenditure of federal, state or local government funds relating to the business and affairs of the Company;

(iv) A final, nonappealable administrative or judicial determination that Employee committed fraud or any other violation of law involving federal, state or local government funds relating to the business and affairs of the Company;

(v) A finding by a majority of the Board of Directors of Employee’s knowing breach of any of Employee’s fiduciary duties to any company in the Company Group or the Company’s stockholders or making of an intentional misrepresentation or omission which breach, misrepresentation or omission would reasonably be expected to have a material adverse effect on the business relationship, the business, properties, assets, operations, condition (financial or other) or prospects of any company in the Company Group;

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(vi) Employee’s alcohol or substance abuse, which materially interferes with Employee’s ability to discharge the duties, responsibilities and obligations prescribed by this Agreement as determined by a majority of the Board of Directors;

(vii) Employee’s material and knowing failure to observe or comply with law applicable to the business of the Company as an officer or employee of the Company which would reasonably be expected to have a material adverse effect on the business relationship, the business, properties, assets, operations, condition (financial or other), or prospects of any company in the Company Group as determined by a majority of the Board of Directors;

(viii) Employee’s willful gross misconduct relating to the business of the Company that results in significant harm to the Company or its operation, properties, reputation, goodwill or business relationships as determined by a majority of the Board of Directors,

provided that (i) any finding or determination made by the Board of Directors concerning the existence of Cause must be made in good faith and not for purposes of evading the Company’s obligations hereunder; and (ii) a finding or determination of Cause by the Board of Directors may not be made unless, prior to determining that Cause exists, the Employee shall be given written notice stating in reasonable detail the facts and circumstances deemed by the Company to constitute Cause, and thirty (30) days from receipt of such notice Employee has failed to cure the facts and circumstances set forth in such notice.

c. “Change of Control” means: (i) any sale, lease, exchange, or other transfer (in one transaction or series of related transactions) of all or substantially all of the Company’s assets to any person or group of related persons under Section 13(d) of the Securities and Exchange Act of 1934 (“Group”); (ii) the Company’s shareholders approve and complete any plan or proposal for the liquidation or dissolution of the Company; (iii) any person or Group becomes the beneficial owner, directly or indirectly, of shares representing more than 50% of the aggregate voting power of the issued and outstanding stock entitled to vote in the election of directors of the Company (“Voting Stock”) and such person or Group has the power and authority to vote such  shares; (iv) any person or Group acquires sufficient shares of Voting Stock to elect a majority of the members of the Board of Directors; or (v) the completion of a merger or consolidation of the Company with another entity in which holders of the Company’s stock immediately before the completion of the transaction hold, directly or indirectly, immediately after the transaction, 50% or less of the common equity interest in the surviving corporation in the transaction. Notwithstanding the foregoing, in no event will a Change of Control be deemed to have occurred as a result of an initial public offering of the Company’s stock. Also, notwithstanding anything to the contrary herein, the fact that a transaction or event is defined as a Change of Control for purposes of this Agreement shall not evidence or infer that the transaction or event constitutes a change of control for purposes of, including but not limited to, any determination or definition of the Department of Education, any licensing agency, or for determining the duties of the Company’s Board of Directors under Delaware corporate law.

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d. “Change of Chief Executive Officer (“CEO”)” means the termination of employment or material diminution of the authority, duties or responsibilities of the current CEO, Kim McWaters.

e. “Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

f. “Company Group” shall mean the entities listed on Schedule 1.

g. “Compete” shall mean to directly or indirectly own, operate, manage, join, control, be employed by, be a consultant to, invest in, or become a director, officer, agent, partner, member, independent contractor or shareholder of any Competitive Business, as defined below. As used in this Agreement, “Compete” does not include purely passive investments in any publicly traded company so long as Employee does not directly or indirectly own, acquire or obtain options to acquire, 5% or more of any class of shares in such company.

h. “Competitive Business” means any post secondary educational institution or entity which conducts educational programs in the areas of automotive, motorcycle, marine, diesel or collision repair and refinishing technologies (or a combination of these programs).

i. “Confidential Information” means any confidential information including, without limitation, any study, data, calculations, software, storage media or other compilation of information, patent, patent application, copyright, “know-how”, trade secrets, customer, student or prospective student lists or information, details of client, consultant, student, vendor, supplier or manufacturer contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition plans or any portion or phase of any scientific or technical information, ideas, discoveries, designs, computer programs (including source or object codes), processes, procedures, formulae, improvements or other proprietary or intellectual property of any company in the Company Group, whether or not in written or tangible form, and whether or not registered, and including all files, records, manuals, books, catalogues, memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. Notwithstanding the foregoing, the term Confidential Information does not include, and there shall be no obligation hereunder with respect to, information that is or becomes generally available to the public other than as a result of a disclosure by the Employee not permissible hereunder.

j. “Good Reason,” when used with reference to a voluntary termination by Employee of Employee’s employment with the Company, shall mean any of the following conditions, provided that Employee (i) provides the Company with actual notice of the condition giving rise to the termination within ninety (90) days of Employee’s knowledge of the initial existence of the condition, (ii) provides the Company with the opportunity to cure within thirty (30) days of the notice, and (iii) terminates employment within one (1) year of the initial existence of the condition:

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(a) A material diminution in any of the following:

A. Employee’s base compensation;

B. Employee’s authority, duties or responsibilities; provided that, a material diminution of Employee’s authority, duties or responsibilities shall be deemed to have occurred if Employee ceases to have such authorities, duties or responsibilities with respect to the entity which is the ultimate parent entity of the Company Group following a Change of Control.

(b) A material change in the geographic location at which the Employee must perform the services; or

© Any other action or inaction that constitutes a material breach by the Company of this Agreement and such breach is not cured as set forth in 1.j. (ii) above.

k. “Market” means anywhere in the United States or Puerto Rico. If an arbitrator or arbitration panel finds that this definition of Market is unreasonable, then the Market will be considered to mean all states in which the Company has a campus or other training center and all states that are contiguous to a state in which the Company has a campus or other training center. If an arbitrator or arbitration panel finds that definition of Market is unreasonable, the Market shall mean all states in which the Company has a campus or other training center.

l. “Position” means the particular position of Executive Vice President and Chief Financial Officer.

m. “Regulations” means any laws, ordinances, regulations or rules of any governmental, regulatory or administrative body, agent or authority, any court or judicial authority, or any public, private or industry regulatory authority.

n. “Severance Period” means the period of time that the Company continues to pay Employee as set forth in Section 9.

o. “Specified Employee” means any Company employee that the Company determines is a Specified Employee within the meaning of Section 409A of the Code, by applying reasonable, objectively determinable identification procedures as set forth in a resolution of the Board of Directors on December 10, 2007.

p. “Term of Employment” means the period commencing on the date Employee actually begins employment with the Company, which shall be no later than July 31, 2008 ( the “Effective Date”) and terminating three (3) years after the Effective Date. Employee acknowledges that the Company has no obligation to continue Employee’s employment or this Agreement beyond the Term of Employment. The Term of Employment may also be terminated with or without cause and without notice subject to the provisions of Section 8 and Section 9.

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q. “Termination Date” shall mean the last day of Employee’s employment with the Company.

2.  Nature of Employment . Subject to the terms of this Agreement, the Company hereby agrees to continue to employ Employee in the Position, and Employee hereby agrees to accept the continuation of such employment in the Position, for the Term of Employment under this Agreement.

3.  Extent of Employment .

While employed:

a. Employee agrees to perform the duties of the Position faithfully and to the best of Employee’s ability at the principal offices of the Company or in locations as may be designated temporarily from time to time by the Company or as necessary to fulfill the duties of the Position. Employee shall report to the President and Chief Executive Officer, or as otherwise directed by the Board of Directors.

b. Employee shall abide by the policies, rules, customs, and usages as established by or existing at the Company.

c. Employee shall devote all of his business time, energy and skill as may be reasonably necessary for the performance of the duties, responsibilities, and obligations of the Position.

d. Employee shall not knowingly breach or violate any Regulations or rules of any governmental or regulatory body in any material respect and shall not act in any manner which might reasonably be expected to have a material adverse effect on the ongoing business, properties, assets, operations, condition (financial or other), business relationships or prospects of any company in the Company Group.

e. Employee shall not commit or engage in any conduct, through action or omission, which would constitute any of the offenses set forth in the definition of “Cause” under this Agreement.

f. Employee agrees to relocate to and live in the Phoenix, Arizona metropolitan area no later than October 1, 2009.

4.  Compensation . While Employee is employed by the Company, the Company shall pay Employee as follows:

a. A base salary, paid in twenty six (26) equal installments, at a rate of Three Hundred Thousand Dollars ($300,000) per annum. The Board of Directors shall annually, and in its sole discretion, determine whether the base salary should be increased and, if so, in what amount.

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b. An annual bonus based on Employee’s performance as determined and approved by the Board of Directors based on performance parameters set by the Board of Directors. For the fiscal year 2008, the bonus target shall be 50% of Employee’s base salary, pro-rated for the time Employee is employed or was an independent contractor during the fiscal year. Such bonus will be determined at the sole discretion of the Board of Directors, and may not be paid at all. Employee acknowledges that no bonus will be paid if performance parameters are not met. If the Board of Directors determines that such bonus shall be paid, such bonus shall be paid by the fifteenth (15 ^th ) day of the third (3 ^rd ) month of the Employee’s taxable year following the year in which the Employee becomes entitled to such bonus.

5.  Reimbursement of Expenses . While Employee is employed, the Company shall reimburse Employee for reasonably documented travel expenses, entertainment and other expenses reasonably incurred by Employee in connection with the performance of the duties of the Position and, in each case, according to the reasonable rules, policies, customs and usage promulgated by the Company from time to time. All reimbursements shall be made within thirty (30) days of Employee’s submission of any reasonably documented expense reimbursement claim. The amount of expenses eligible for reimbursement provided during one taxable year shall not affect the amount of expenses eligible for reimbursement or in-kind benefits provided during any other taxable year. Employee may not elect to receive cash or any other benefit in lieu of the reimbursements provided by this Section.

6.  Relocation Benefits and Sign On Bonus . Employee shall be given a relocation allowance of up to One Hundred and Fifty Thousand Dollars ($150,000) to assist in Employee’s commute to Phoenix prior to relocation and the relocation of Employee and his family to Phoenix. This benefit shall be paid in accordance with and subject to the terms of the Company relocation policies and procedures and shall be subject to the Employee’s execution of a repayment agreement. Pursuant to the repayment agreement, Employee must repay all or a portion of the relocation benefits if Employee “voluntarily terminates” employment. Termination for Good Reason as defined in Section 1, or the death or disability of Employee, shall not be considered “voluntary” termination for purposes of the repayment agreement. Company agrees to pay to Employee a one time bonus of Fifty Thousand Dollars ($50,000) less applicable payroll taxes, within thirty (30) days of the execution of this Agreement by Employee.

7.  Benefits . While Employee is employed, the Employee shall be entitled to perquisites and benefits established from time to time, at the sole discretion of the Board of Directors for the Position, including without limitation, health, short and long term disability, pension and life insurance benefits consistent with past practice, or as increased from time to time; provided that the perquisites and benefits provided to Employee shall be at least substantially equal to those provided to any other officer of the Company.

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8.  Termination of Employment for Cause or without Good Reason . At any time during the Term of Employment, Company may terminate Employee for Cause effective upon the giving to Employee a written notice of termination. If Employee’s employment is terminated for Cause or Employee voluntarily terminates without Good Reason, Employee shall be entitled to:

a. Payment of accrued and unpaid base salary and unused vacation through the Termination Date;

b. Reimbursement for expenses incurred through the Termination Date as set forth in Section 5.

9.  Termination of Employment without Cause or for Good Reason. During the Term of Employment, the Company may terminate Employee without Cause and without providing notice to Employee, and Employee may terminate employment with the Company for Good Reason.

a. During the Term of Employment, if Employee is terminated without Cause or if Employee terminates for Good Reason, either of which occurs without a Change of Control or Change of CEO, Employee shall be entitled to the following items so long as Employee has signed the release described in Section 11 below and not revoked it:

(i) The Company shall provide the items set forth in Section 8.a. and 8.b. above.

(ii) The Company shall pay to Employee, an amount equal to Employee’s base salary at the highest rate in effect at any time during the twelve (12) months immediately preceding the Termination Date, payable for a period of twelve (12) months (the “Severance Period”). Employee will be paid this amount in equal bi-weekly installments according to the Company’s regular payroll periods and practices. The first payment to which Employee is entitled shall be paid on the first day of the month following the revocation period, if any, as set forth in Exhibit A . At all times, the right to each monthly payment made under this Section 10 shall be treated as the right to a series of separate payments within the meaning of 26 CFR Section 1.409A-2(b) (2) (iii).

(iii) Employee will be eligible for the fiscal year bonus if such bonus is approved by the Board of Directors based upon parameters set by the Board of Directors. The amount of any such bonus will be pro-rated based on the Termination Date and shall be paid at the time other employees are paid the bonus, but in no event will such bonus be paid after the fifteenth (15 ^th ) day of the third (3 ^rd ) month of the Employee’s taxable year following the year in which the Employee becomes entitled to such bonus.

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(iv) Employee’s then current medical and dental benefits will continue pursuant to Company policy and the provisions of any applicable benefit plan. Beginning on the first day that active employee coverage is ineffective, Employee may elect to continue current medical and dental benefits for up to twelve (12) months in accordance with any applicable plan provisions and the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA). In addition, the Company will continue to pay a monthly amount equal to the Company paid portion of the insurance premium for the coverage held by Employee as of the Termination Date, and any administrative fee, for a period of twelve (12) months. Upon Employee’s employment with another employer, to the extent Employee and his dependants are eligible for substantially equivalent benefits under the new employer’s plan, the Company will no longer be obligated to pay for the continuation coverage.

(vi) Employee’s participation in and/or coverage under all other employee benefit plans, programs or arrangements sponsored or maintained by the Company shall cease to be effective as of the Termination Date, unless such benefit, program or plan is inalienable under the law.

(vii) The Company shall pay for twelve (12) months of outplacement services through a provider selected by the Company for the twelve (12) month period immediately following the Termination Date.

(viii) The children of Employee shall be eligible to attend any Company location or program without paying tuition.

b. During the Term of Employment, if Employee is terminated without Cause or if Employee terminates for Good Reason, either of which occurs within twelve (12) months of a Change of Control or a Change of CEO within twelve (12) months of the execution of this Agreement, Employee shall be entitled to the following items so long as Employee has signed the release