SEPARATION AGREEMENT, WAIVER AND RELEASE

Exhibit 10.1

SEPARATION AGREEMENT,
WAIVER AND RELEASE

This Agreement is made and entered into freely and voluntarily by and between Larry H. Wolff (hereinafter referred to as “Employee”) and Universal Technical Institute, Inc. (hereinafter referred to as “UTI”).*

WHEREAS, Employee is employed by UTI; and

WHEREAS, the parties wish to terminate their employment relationship 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.  Termination Date. Employee agrees, recognizes and accepts that Employee’s employment relationship with UTI will terminate as of December 12, 2008 and that UTI has no obligation, contractual or otherwise, to re-employ or recall Employee in the future.

2. Definitions .

(a) “Business” means (a) ownership and operation of private post-secondary educational institutions, the primary educational program of which teaches motorcycle, marine, automotive, diesel, and collision repair and refinishing technologies, or (b) any similar or incidental business conducted, or engaged in, by the Company prior to the date hereof or at any time during the Term.

(b) “Compete” shall mean to directly or indirectly own, operate, manage, join, control, be employed by, be a consultant to or become a director, officer, or shareholder of (holding 5% or more of shares) any educational institution or facility with more than 50% of its gross revenue for the institution or facilities preceding fiscal year being generated by educational programs which teach automotive, motorcycle, marine, diesel or collision repair and refinishing technologies (or a combination of these programs). Such competing business shall be referred to herein as “Competitive Business”.

(c) “Market” means anywhere in the United States or Puerto Rico. If a court of competent jurisdiction 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 training center. If a court of competent jurisdiction finds that this definition of Market is unreasonable, the Market shall mean all states in which the Company has a campus or other training center.

^*  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. “Company” includes all current and former entities related to or affiliated with UTI.

1

5

3.  Payment(s) . UTI agrees to pay Employee the sum of $144,581.82 (less withholding) representing an amount equal to twenty nine (29) weeks of Employee’s base salary at the time of termination. This amount shall be paid in bi-weekly payments via the Company’s regular payroll process. This twenty nine (29) week period shall be defined as the “Severance Period”. In addition, Company agrees to pay Employee the sum of $9,971.16 representing eighty (80) hours of vacation pay. Employee shall be entitled to the fiscal 2008 bonus, if any is earned according to the terms of the UTI bonus plan. This bonus will be paid when all other employee bonuses are paid, approximately in December 2008, and is subject to tax withholdings accordingly.

Employee acknowledges that the payment(s) referenced in this Agreement constitutes 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. Employee also acknowledges that it is likely that there will be a two week processing time that may apply and that no payments under this Agreement will be processed until Employee signs the Agreement and the revocation period set forth in Paragraph 10 below has passed.

4.  Benefits. Employee’s current medical, dental and vision benefits will continue pursuant to Company policy, until December 15, 2008. Beginning on the first day that active employee coverage is ineffective, Employee may elect to continue current health 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 this Agreement, the Company will continue to pay the employer portion of the insurance premium (for medical and dental coverage only) for the coverage held by Employee during active employment and any administrative fee until June 30, 2009 provided the Employee makes a timely election to receive COBRA benefits and pays the employee portion of the premium, if any.

5.  Stock Awards. All stock awards (as defined in any applicable Plan), including stock options or restricted stock shall vest and be governed as set forth in the terms and provisions of the Plan and the grant Agreement under which such Award was granted.

6.  Outplacement. Employee will be entitled to six (6) months of outplacement services provided by the firm of Right Management.

7.  Transition Agreement . In consideration of the payments and benefits payable to Employee herein, Employee agrees that during the Severance Period, he will cooperate with the Company and assist the Company in the transition of Employee’s duties and responsibilities. Employee shall be available by telephone or email at and for reasonable times to assist in transition of his work and knowledge as designated by Kim McWaters during the Severance Period. Employee’s failure to effectively assist in transition of his duties and knowledge will excuse the Company from any further obligation to provide further payments and benefits under this Agreement.

2

6

8.  Release . Employee hereby releases, acquits and forever discharges UTI, its officers, employees, agents and successors of and from any and all actions, claims, damages, expenses or costs of whatever nature arising out of Employee’s employment and termination of employment with UTI, whether known or not by either party at the time of execution of this Agreement.

9.  Employee’s Full Waiver of All Claims includes, but is not limited to, any rights or claims under Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act (FLSA), the Americans with Disabilities Act (ADA), the Employee Retirement Income Security Act (ERISA), the Equal Pay Act (EPA), the Rehabilitation Act of 1973, the Family and Medical Leave Act (FMLA), the National Labor Relations Act (NLRA), the Labor Management Relations Act (LMRA) or any other action or claim under any federal, state or local statute, or regulation or under common law which may be waived. Employee’s release also includes all claims for constructive discharge, negligent supervision, breach of contract, breach of express or implied covenant, defamation, libel, slander, intentional or negligent infliction of emotional distress, tortuous interference with contract, retaliation, failure to pay wages, bonuses, commissions or other benefits, attorneys’ fees and any other claim that could be raised by Employee as a result of Employee’s employment or termination of employment with UTI. This Waiver and Release does not affect Employee’s right to file a charge or participate in any federal, state or local investigation by any governmental agency or to challenge the validity of this Agreement, or Employee’s right to any governmental benefits payable under any Social Security or Worker’s Compensation law now or in the future. This Release is not intended to release or waive Employee’s right to bring any action to enforce the terms of this Agreement. Notwithstanding the foregoing, Employee acknowledges and agrees that he (1) is not entitled to any monetary or personal relief with respect to any charge filed by any person or entity with any federal, state or local government agency; and (2) specifically assigns any such recovery to UTI. This Agreement is not intended to and does not waive or release any claim under the Arizona Minimum Wage Act.

10.  Employee’s Release of Any Age Claims . Also in consideration of the promises and understandings contained in this Agreement, Employee hereby waives, releases, discharges, and agrees that Employee will not institute, prosecute or pursue any charges, claims, causes of action, or suits for claims, if any, that have arisen as of the date of this Agreement under the Age Discrimination in Employment Act (“ADEA”), as amended, or under the age provisions of applicable state law. Employee acknowledges that he is knowingly and voluntarily waiving and releasing any rights he may have under the ADEA, as amended. Employee also acknowledges that the consideration given for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which he is or may have been entitled. Employee further acknowledges having been advised by this writing, as required by the ADEA, that: