This Agreement is made and entered into freely
and voluntarily by and between Roger L. Speer (herein referred to
as “Employee”) and Universal Technical Institute, Inc.
(hereinafter referred to as “UTI”).*
WHEREAS,
Employee is currently employed by UTI; and
WHEREAS, the parties have agreed on the terms of
Employee’s future employment with and resignation from UTI in
a manner which is satisfactory to both Employee and UTI;
NOW, THEREFORE, for and in consideration of the
acts, payments, covenants and mutual agreements herein described
and agreed to be performed, Employee and UTI agree as
follows:
1. Position and compensation.
Employee agrees to continue in UTI’s employment in a capacity
and with such duties to be determined by Sherrell Smith until
June 30, 2010 (the “Termination Date”). For the
period March 21, 2009 until June 30, 2010, the total
compensation to be paid to Employee shall be $233,325.00, less
applicable payroll taxes and other deductions as specified by
Employee, payable in equal bi-weekly payments concurrent with the
Company’s regular payroll periods. Employee will be entitled
to a pro-rated portion of the fiscal 2009 bonus, pro-rated for the
period through February 28, 2009. Employee shall not be
entitled to any portion of the fiscal 2010 bonus.
Employee’s job duties will be primarily
performed from Employee’s home or such other location as
designated by Mr. Smith. Employee’s duties may include
periodic travel to UTI campus locations. The Company will provide
Employee with such reasonable office equipment as deemed by the
Company to be necessary for Employee to perform his duties under
this Agreement. Employee will continue to report to Sherrell Smith.
On the Termination Date Employee will officially resign his
employment with UTI. Employee’s benefits will remain
unchanged until the Termination Date.
In the event that Employee secures a full time
position with the Company during the term of this Agreement, this
Agreement will become null and void. The terms and conditions of
Employee’s employment shall be determined as agreed upon
between the Company and Employee for the new position, commiserate
with other similar positions in the Company.
2. Release. In consideration of the
agreement of Company to continue to employ Employee and continue to
pay him compensation and benefits as set forth herein, Employee
agrees to execute a release in the form of the Release attached as
Exhibit A upon the execution of this Agreement.
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*
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As used in this
Agreement, the term “UTI” includes Universal Technical
Institute and all of its current and former officers, directors,
agents, representatives and employees, as well as all current and
former entities related to or affiliated with UTI.
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3. Employment at Will/Obligation to
Abide by Policies. This Agreement does not alter the “at
will” status of Employee’s employment with UTI. Either
Employee or UTI may terminate Employee’s employment at any
time, for any reason, subject to the provisions for continued
payment below. This Agreement is intended to represent the
parties’ agreement to terms and conditions of employment in
the event that Employee continues to be employed by UTI until the
Termination Date. Until the Termination Date, Employee must perform
the duties of his job satisfactorily and in a professional manner
and abide by the policies and procedures of the Company as well as
the UTI Code of Conduct and Employee Handbook. Employee shall
continue to be subject to the Company’s Insider Trading
Policy and any of its amendments during the period of employment
covered by this Agreement
4. Termination without Cause . In
the event that Company terminates Employee’s employment prior
to the Termination Date without Cause, Employee shall be entitled
to receive the salary set forth in Section 1 until the
Termination Date defined in this Agreement. “Cause”
shall include, but not be limited to, misconduct, gross or repeated
violations of established Company policy or material breach of the
duties of Employee that detrimentally affect the Company’s
business. “Cause” shall be determined at the discretion
of the Company’s Chief Executive Officer.
5. Termination of Employee prior to
Termination Date. In the event that Employee voluntarily
terminates his employment or is terminated with “Cause”
as defined above, prior to the Termination Date, all obligations of
the Company to pay salary and benefits under Section 1 shall
cease.
6. Benefits. Employee’s
current medical, dental, vision and life insurance benefits will
continue pursuant to Company policy, until June 30, 2010.
Employee shall not be eligible for tuition reimbursement after
March 21, 2009. Beginning, on the first day that active
employee coverage is ineffective, Employee may elect to continue
current medical and dental benefits for up to eighteen
(18) months in accordance with the plan provisions and the
Consolidated Omnibus Budget Reconciliation Action of 1985 (COBRA).
In addition, if Employee signs and returns a Release in the form of
the Release attached hereto as Exhibit A after the Termination
Date, the Company will continue to pay the insurance premium for
the coverage held by Employee during active employment and any
administrative fee for a period of six (6) months, provided
the Employee makes a timely election to receive COBRA benefits and
pays the employee portion of the premium, if any. Following the end
of this period, Employee will be responsible to pay the full cost
of the premium plus a 2% administrative fee.
7. Outplacement. Employee shall be
entitled to twelve (12) months of outplacement services
through the firm of Right Management.
8. Release upon Execution of
Agreement . Employee acknowledges and agrees that in order to
receive the post termination benefits as set forth in paragraph 6,
he will be required to execute a release in the form of the Release
attached as Exhibit A. Employee acknowledges that the
payment(s) and benefits referenced in this Agreement constitute
special consideration to Employee in exchange for the promises made
herein by Employee and that UTI was not otherwise obligated to
provide to Employee any such payment, benefits or portion
thereof.
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9. Confidentiality . Employee
agrees to maintain in strictest confidentiality the terms and
existence of this Agreement, the attached Release and the
discussions which led to their creation and execution, with the
exception that Employee may disclose such matters to any attorney
who is providing advice or to an accountant or federal or state tax
agency for purposes of complying with any tax laws or as otherwise
required by law. If Employee breaches this confidentiality
provision or any other term of this Agreement, UTI shall be excused
from performing its obligations hereunder. Employee
further
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