exv10w5w3









    Exhibit 10.5.3



 



    Date



 



    Employee Name




    Address



 



    Dear          :



 



    I am very pleased to announce that the Board of Directors of
    Universal Technical Institute, Inc. (“Company”)
    has granted you Performance Units under the Universal Technical
    Institute, Inc. 2003 Incentive Compensation Plan
    (“Plan”) as
    of          ,
    20   (“Grant Date”). This letter
    serves as the Performance Unit Agreement
    (“Agreement”) between the Company and you
    (“Grantee”). To the extent not specifically
    defined in this Agreement, all capitalized terms used in this
    Agreement will have the same meanings ascribed to them in the
    Plan.



 




    RECITALS



 



    A. The Company has adopted the Plan to provide incentives
    to attract and retain those individuals whose services are
    considered valuable by providing them incentives to assist the
    Company in meeting and exceeding the Company’s goals.



 



    B. The Company believes that entering into this Agreement
    with Grantee is consistent with those purposes.



 



    NOW, THEREFORE, the Company and Grantee agree as follows:



 




    AGREEMENT



 



    1. GRANT OF PERFORMANCE
    UNITS.  The Company hereby grants you
    Performance Units in an amount equal to
    $      upon the terms and conditions
    set forth in the Plan, this Agreement and Exhibit A, which
    is attached to this Agreement and is a part of this Agreement.



 



    2. PAYMENT.  As provided for
    in the Plan and Exhibit A, a Performance Unit is payable in
    cash or in shares of the Company’s common stock,
    $.001 par value per share (“Common Stock”), in
    the Committee’s discretion. You will receive payment for
    any vested Performance Units on or before the date which is two
    and one-half months following the end of the fiscal year in
    which the Performance Units vest in accordance with the vesting
    provisions described in Exhibit A.



 



    3. WITHHOLDING.  You may
    incur certain liabilities for federal, state or local taxes in
    connection with the grant of the Performance Units hereunder,
    and the Company may be required by law to withhold such taxes.
    You agree that, at the option of the Company, the Company may
    withhold all applicable taxes at the time of vesting of the
    Performance Units by reducing the amount of cash payable or the
    number of shares of Common Stock issued to you by that number of
    shares of Common Stock which is necessary to satisfy the tax
    obligation arising from the vesting of the Performance Units. If
    the number of shares issuable to you following satisfaction of
    the tax obligation (as described in the foregoing sentence)
    includes any fractional shares, you agree that the Company may
    issue to you a cash payment in lieu of such fractional share.



 



    4. AMENDMENT OF
    AGREEMENT.  This Agreement may only be
    amended with the written approval of both you and the Company.



 



    5. GOVERNING LAW.  This
    Agreement shall be governed in all respects, whether as to
    validity, construction, capacity, performance or otherwise, by
    the laws of the State of Delaware, without regard to
    conflicts-of-laws
    principles that would require the application of any other law.



 



    6. SEVERABILITY.  If any
    provision of this Agreement, or the application of any such
    provision to any person or circumstance, is held to be
    unenforceable or invalid by any court of competent jurisdiction
    or under any applicable law, the parties hereto shall negotiate
    an equitable adjustment to the provisions of this Agreement with
    the view to effecting, to the greatest extent possible, the
    original purpose and intent of this Agreement, and in any event,
    the validity and enforceability of the remaining provisions of
    this Agreement shall not be affected thereby.














 







    7. ENTIRE AGREEMENT.  This
    Agreement constitutes the entire, final, and complete agreement
    between the parties hereto with respect to the subject matter
    hereof and supersedes all prior agreements, promises,
    understandings, negotiations, representations, and commitments,
    both written and oral, between the parties hereto with respect
    to the subject matter hereof. Neither party hereto shall be
    bound by or liable for any statement, representation, promise,
    inducement, commitment or understanding of any kind whatsoever
    not expressly set forth in this Agreement.



 



    IN WITNESS WHEREOF, the Company has caused this Agreement to be
    executed by its duly authorized representative and you have
    signed this Agreement, in each case as of the day and year first
    written above. By your signature below, you accept and agree to
    abide by the terms of this Agreement and you further agree to be
    bound by and to comply with all terms and conditions of the
    Plan. By your signature below, you acknowledge that you have
    received a copy of the Plan, and that you understand that you
    may receive a copy of the Plan as amended and in effect at any
    time by requesting a copy from the Company’s Secretary.
    Please acknowledge that you have received this agreement by
    signing a copy and returning it to the Company’s People
    Services Department
    by          20  .



 



    UNIVERSAL TECHNICAL INSTITUTE, INC.



 


			
	 	    By: 
	
        









    Kim McWaters, President and CEO



 



     I,          ,
    hereby acknowledge receipt of the foregoing award.



 



    Signature: 














 








    Exhibit A



 



    Grantee has been granted $     
    Performance Units, which are designed to be the equivalent of
    $      to be settled upon vesting in
    shares of Common Stock or cash as described in Section 2 of
    the Agreement. The Performance Units shall vest upon when both
    of the following events occur: (1) Grantee achieves the
    applicable milestone described in the table set forth below; and
    (2) the Committee confirms that Grantee has achieved the
    milestone and the Performance Units vest and the Board of
    Directors approves of the vesting and payment of the Performance
    Units. The Committee’s confirmation and the Board of
    Director’s approval of the vesting and payment of any
    Performance Units shall occur, if at all, on or before the date
    which is two and one-half months following the end of the fiscal
    year in which Grantee achieves the milestone to which the
    Performance Units relate.



 


	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Estimated

    
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
    Milestone

    
	
 
	
    Estimated

    
	
 
	
 

	
 
	
 
	
 
	
 
	
    Completion

    
	
 
	
    Vesting/Lapsing

    
	
 
	
 

	

    No.


	
 
	

    Milestone


	
 
	

    Date


	
 
	

    Timing


	
 
	

    Value



	 

	

    1


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    2


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    3


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 









 



    If the Performance Unit is to be settled in Common Stock
    pursuant to the Plan and Section 2 of the Agreement, the
    number of shares will be determined based on the value of the
    Performance Units divided by the closing price of the Common
    Stock as reported on the New York Stock Exchange (or on any
    national securities exchange on which the Common Stock is then
    listed) on the date the Board of Directors determines that the
    Performance Units vest. (For illustrative purposes only, if the
    closing price of the Common Stock is $13.91 on the date the
    Board determines that the Grantee has achieved Milestone
    No. 1 and the applicable Performance Units vest, the number
    of shares of Common Stock to which the Grantee will be entitled
    for his Performance Units is 10,000 divided by $13.91, or
    718 shares of Common Stock.)



 



    If Grantee no longer is employed by the Company at the time the
    applicable milestone has been achieved, the Performance Unit
    shall be forfeited and canceled and be of no further force or
    effect, regardless of whether such milestone is later achieved
    by the Company. Notwithstanding anything to the contrary in this
    Exhibit A, all unvested Performance Units shall vest
    immediately upon (i) Grantee’s death, (ii) the
    date on which the Grantee is determined to be Disabled pursuant
    to the Plan, or (iii) if, within one year following a
    Change of Control, Grantee’s employment with the Company is
    terminated without Cause or Grantee terminates his employment
    with the Company for Good Reason. For purposes of this
    Exhibit A and the Agreement, the term “Good
    Reason” means Grantee’s termination of his employment
    with the Company due to (a) a material diminution in
    Grantee’s authority, duties, or responsibilities (other
    than such a reduction that affects all of the Company’s
    senior executives on a substantially equal or proportionate
    basis) or (b) a material change in the geographic location
    of Grantee’s principal office, provided that Grantee gives
    the Company notice of the existence of either of these
    conditions within 30 days of the initial existence of such
    condition and provides the Company with a period of 30 days
    following the receipt of such notice to cure the condition.
    Grantee’s termination for Good Reason must occur within the
    two year period following the initial existence of the condition
    giving rise to Good Reason. For purposes of this Agreement, the
    term “Cause” shall have the definition set forth in
    the Plan and shall additionally include Grantee’s willful
    and/or gross
    misconduct that results in significant harm to the Company or
    its operations, properties, reputation, goodwill or business
    relationships as determined by the Company in its sole
    reasonable discretion.