Filed by Bowne Pure Compliance










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.



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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.



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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:




	 	(a)	 	this waiver and release do not apply to any rights or claims that may arise
after execution date of this Agreement;







	 	(b)	 	he has been advised hereby of having have the right to consult with an
attorney prior to executing this Agreement;






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	 	(c)	 	he has twenty one (21) days to consider this Agreement (although he may
choose to voluntarily execute this Agreement earlier);







	 	(d)	 	Employee has seven (7) days following the execution of this Agreement by the
parties to revoke the Agreement; and







	 	(e)	 	this Agreement shall not be effective until the date upon which the
revocation period has expired, which shall be the eighth day after this Agreement is executed by
the undersigned.






11. Covenant Not to Sue. Employee further covenants and agrees never to commence any action, suit or
proceeding, in law or in equity against UTI, in any way pertaining to or arising out of Employee’s employment by and
with UTI, or the termination of Employee’s employment, except as otherwise permitted by law. Employee also stipulates
that the consideration received and to be received by Employee under this Agreement, including the payments and
benefits described in paragraphs 3 and 4 above, is in full and complete satisfaction of any claims Employee may have,
or may have had, arising out of Employee’s employment or termination of employment with UTI, whether known by the
parties at the time of execution of this Agreement or not.



12. Confidentiality. Employee agrees to maintain in strictest confidentiality the terms and existence
of this Agreement and the discussions which led to its 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 agrees this Agreement does not constitute an admission of wrongdoing by either party and that neither this
Agreement nor the negotiations that led to its creation shall be used as evidence to prove any alleged wrong, other
than a failure to comply with the terms of this Agreement. The parties agree that this Agreement may be used as
evidence in any action to enforce the terms of this Agreement.



13. Confidential Information.



(a) Following the Termination Date, Employee will not, directly or indirectly, in one or a series of
transactions, disclose to any person, or use or otherwise exploit for his own benefit or for the benefit of
anyone other than the Company, any Confidential Information, whether prepared by Employee or not;
provided, however, that any Confidential Information may be disclosed (i) to officers,
representatives, employees and agents of the Company who need to know such Confidential Information in order
to perform the services or conduct the operations required or expected of them in the Company’s business, and
(ii) in good faith by Employee in connection with the performance of Employee’s duties under this Agreement.
Employee shall have no obligation hereunder to keep confidential any Confidential Information if and to the
extent disclosure of any thereof is specifically required by law; provided, however, that in
the event disclosure is required by applicable law, Employee shall provide the Company with prompt notice of
such requirement, prior to making any disclosure, so that the Company may seek an appropriate protective
order.



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(b) “Confidential Information” means any confidential information including, without limitation, any
study, data, calculations, software storage media or other compilation of information, brand, marketing,
advertising/media, product and channel strategies, OEM market data, competitor and student research, internet
marketing strategy and tactics, predictive modeling insights, product designs, pricing and training manuals,
campus operations design and strategy. Copyright, “know-how,” trade secrets, customer lists, details of client
or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product
development techniques or plans, business acquisition plans or any portion of phase of any scientific or
technical information, ideas, discoveries, designs, computer programs (including source of object codes),
processes, procedures, formulae, improvements or other proprietary or intellectual property of the Company,
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 Employee not permissible hereunder.



14. Covenant Not to Compete. Payments and benefits payable pursuant to Sections 3 and 4 are subject
to the following restrictions.



a. Post-Termination Restrictions.



(i) Employee acknowledges that services provided give Employee the opportunity to have special
knowledge of the Company and its Confidential Information and the capabilities of individuals
employed by or affiliated with the Company and that interference in these relationships would cause
irreparable injury to the Company. In consideration of this Agreement, Employee covenants and agrees
that:



(1) From the date hereof until June 30, 2009 (or until March 31, 2009 if a court finds
the June 30, 2009 date is unreasonable) after the Employee’s termination date Employee will
not, without the express written approval of the Chief Executive Officer of the Company,
directly or indirectly, anywhere in the Market, in one or a series of transactions, Compete
against Company, as defined in paragraph 2.b. above without regard to (a) whether the
Competitive Business has its office or other business facilities within or without the
Market, (b) whether any of the activities of the Employee referred to above occur or are
performed within or without the Market, or (c) whether the Employee resides, or reports to
an office, within or without the Market; provided, however, that Employee may accept
employment with a successor company to the Company.



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(2) Without regard to the reason for Employee’s termination, from the date hereof until
June 30, 2009 (which shall not be reduced by (a) any period of violation of this Agreement
by Employee or (b) if the Company is the prevailing party in any litigation to enforce its
rights under this Section 14 the period which is required for such litigation), Employee
will not, without the express prior written approval of the Chief Executive Officer of the
Company, directly or indirectly, in one or a series of transactions: (i) recruit, solicit
or otherwise induce or influence any proprietor, partner, stockholder, lender, director,
officer, employee, sales agent, joint venturer, investor, lessor, customer, agent,
representative or any other person which has a business relationship with the Company or had
a business relationship with the Company within the twenty-four (24) month period preceding
the date of the incident in question, to discontinue, reduce or modify such employment,
agency or business relationship with the Company; or (ii) employ or seek to employ or cause
any Competitive Business or any other private post secondary educational institution to
employ or seek to employ any person or agent who is then (or was at any time within
twenty-four (24) months prior to the date the Employee or the Competitive Business employs
or seeks to employ such person) employed or retained by the Company. Notwithstanding the
foregoing, nothing herein shall prevent the Employee from providing a personal letter or
recommendation to an employee with respect to a future or any other employment opportunity.



(3) The scope and term of this Section 14 would not preclude Employee from earning a
living in an occupation or position that does not “Compete” with the Company or with an
entity that is not a Competitive Business.



(ii) Upon a good faith determination that Employee has breached Employee’s obligations in any
material respect under this Section 14 the Company, in addition to pursuing all available remedies
under this Agreement, at law or otherwise, and without limiting its right to pursue the same, shall
cease all payments to Employee under this Agreement.



(c) Acknowledgment Regarding Restrictions. Employee recognizes and agrees that the restraints
contained in Section 14 (separately and in total) are reasonable and should be fully enforceable in view of
the high level positions Employee has had with the Company, and the Company’s legitimate interests in
protecting its Confidential Information and its goodwill and relationships. Employee specifically hereby
acknowledges and confirms that Employee is willing and intends to, and will, abide fully by the terms of
Section 14 of this Agreement. Employee further agrees that the Company would not have adequate protection if
Employee were permitted to work in a Competitive Business in violation of the terms of this Agreement since
the disclosure of such information is inevitable and Company would be unable to verify whether its
Confidential Information was being disclosed and/or misused.



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(d) Company’s Right to Injunctive Relief. In the event of a breach or imminent breach of any of
Employee’s duties or obligations in this Agreement, including, without limitation, Employee’s duties and
responsibilities under the terms and provisions of Section 14 of this Agreement, the Company shall be entitled
to immediately cease all payments and benefits to Employee under Section 3 and 4 in the event of an actual
breach, require Employee to disgorge and repay to Company all payments and benefits previously paid to or
conferred upon Employee under this Agreement. Employee agrees that if Employee breaches any duties or
obligations Employee has under this Agreement, that Employee has no right to any money under this Agreement
that Employee must return any money paid to Employee hereunder, and that Employee forfeits any right to
receive money under this Agreement. In addition to any other legal or equitable remedies the Company may have
(including any right to damages that it may suffer), the Company shall be entitled to temporary, preliminary
and permanent injunctive relief restraining such breach or imminent breach. Employee hereby expressly
acknowledges that the harm which might result to Company’s business as a result of noncompliance by Employee
with any of the provisions of Section 14 would be largely irreparable. Employee specifically agrees that if
there is a question as to the enforceability of any of the provisions of Section 14 hereof, Employee will not
engage in any conduct inconsistent with or contrary to such Section until after the question has been resolved
by a final judgment of a court of competent jurisdiction. Employee undertakes and agrees that if Employee
breaches or threatens to breach the Agreement, Employee shall be liable for any attorneys’ fees and costs
incurred by Company in enforcing its rights hereunder.



15. Non-Disparagement. In order to avoid unnecessary and unfair damage to UTI’s business
reputation, Employee agrees to make no statements to any parties including, but not limited to, any employees,
customers, vendors, or other parties, whether oral, written or electronic which would tend to disparage, criticize or
ridicule UTI.



16. Company Property and Documents. Employee agrees to return all UTI property and equipment,
including keys and all files and documents pertaining to UTI, including all copies thereof, on or before the date of
Employee’s termination.



17. Reliance. Employee warrants and represents that: (i) Employee has relied on Employee’s own
judgment regarding the consideration for and language of this Agreement; (ii) Employee has been given a reasonable
period of time to consider said Agreement; (iii) no statements made by UTI have in any way coerced or unduly influenced
Employee to execute this Agreement; (iv) this Agreement is written in a manner that is understandable to Employee and
Employee has read and understood all paragraphs of this Agreement; and (v) Employee has been advised to consult with
legal counsel of Employee’s choice regarding this Agreement.



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18. Nature of the Agreement. This Agreement and all provisions thereof, including all representations
and promises contained herein, are contractual and not a mere recital and shall continue in permanent force and effect.
The rights and obligations of the parties under this Agreement shall survive a merger, consolidation or transfer of
ownership or sale of whole or parts of the Company and shall bind any successors or assigns of either party. This
Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter hereof,
superseding all prior agreements and understandings between the parties, and there are no agreements of any nature
whatsoever between the parties hereto except as expressly stated herein. This Agreement may not be modified or changed
unless done so in writing, signed by both parties. In the event that any portion of this Agreement is found to be
unenforceable for any reason whatsoever, the enforceable provision shall continue to be in full force and effect. This
Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, and the parties agree
that the courts of Arizona shall have exclusive jurisdiction over any dispute pertaining to this Agreement.



AGREED AND ACCEPTED:



Dated:     December 12, 2008



/s/ Larry H. Wolff                                        


Larry H. Wolff



Dated:     December 17, 2008



UNIVERSAL TECHNICAL INSTITUTE, INC.



By: /s/ Tom Riggs                                           

Tom Riggs

Senior Vice President, People Services




Return Original To:



Tom Riggs
Senior Vice President, People Services
Universal Technical Institute, Inc. 
20410 N. 19th Avenue, Suite 200
Phoenix, AZ 85027



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