exv10w12w2







Exhibit 10.12.2




FIRST AMENDMENT

TO

EMPLOYMENT AGREEMENT




     Universal Technical Institute, Inc., (the “Company”), a Delaware corporation, and Eugene S.
Putnam (the “Employee”) entered into an Employment Agreement (“Agreement”) dated July 24, 2008 (the
“Effective Date”). By the execution of this First Amendment, Company and Employee hereby amend the
Agreement as provided below.



     1. The purpose of this First Amendment is to satisfy the documentation requirements of Section
409A of the Internal Revenue Code of 1986 (the “Code”). The Agreement has been and shall continue
to be administered in good faith compliance with the requirements of Section 409A from the
Effective Date through December 31, 2008. This First Amendment is effective as of January 1, 2009.



     2. Section 9.c. of the Agreement is hereby amended by adding the following new
sentence to the end thereof:




In all cases, the bonus payment to which Employee is entitled
pursuant to this Section 9.c, if any, will be paid to Employee on or
before the fifteenth (15th) day of the third
(3rd) month of Employee’s taxable year following the
taxable year in which Employee became entitled to the bonus.



     3. Section 9.d. of the Agreement is hereby amended by adding the following new paragraph (iv)
to the end thereof:




     (iv) To the extent any reduction of the Payments becomes
necessary pursuant to this Section 9.d, the reduction first shall
apply to amounts payable pursuant to this Section 9, or pursuant to
any other arrangement, that are not subject to Section 409A of the
Code. If the amount of the necessary reduction exceeds the amount
of the payments described in the preceding sentence, the reduction
will then apply on a proportional basis to amounts payable to
Employee that are subject to the requirements of Section 409A of the
Code.



     4. Section 9.h. of the Agreement is hereby amended in its entirety to read as set out below:




     h. For purposes of this Agreement, Employee’s Termination Date
shall be the date on which Employee incurs a “Separation from
Service.” For this purpose, the term “Separation from Service”
means either (1) the termination of Employee’s employment with the
Company and all affiliates, or (2) a permanent reduction in the
level of bona fide services that
Employee provides to the Company and all affiliates to an
amount that is 20% or less of the average level of bona fide
services that Employee provided to the Company and all affiliates in the



 









 








 immediately preceding 36 months, with the level of bona fide
services to be calculated in accordance with regulations issued by
the United States Treasury Department pursuant to Section 409A of
the Code.




     Employee’s relationship is treated as continuing while Employee
is on military leave, sick leave, or other bona fide leave of
absence (if the period of such leave does not exceed six months, or
if longer, so long as Employee’s right to reemployment with the
Company or an affiliate is provided either by statute or contract).
If Employee’s period of leave exceeds six months and Employee’s
right to reemployment is not provided either by statute or by
contract, the relationship between Employee and the Company is
deemed to terminate on the first day immediately following the
expiration of such six month period. Whether a termination has
occurred will be determined based on all of the facts and
circumstances.




     For purposes of this paragraph, the term “affiliate” shall have
the meaning set forth in 26 C.F.R. § 1.409A-1(h)(3) (which generally
requires 50% common ownership).




     If Employee is providing services to the Company in more than
one capacity, for example as both an employee and a member of the
Board of Directors or an independent contractor for the Company,
Employee must terminate employment with or services to the Company
in all capacities in order to have a Separation from Service for
purposes of this Agreement.



     5. Section 9 of the Agreement is hereby amended by adding the following new paragraph
j. to the end thereof:




     j. This Agreement shall be administered in compliance with
Section 409A of the Code or an exception thereto and each provision
of the Agreement shall be interpreted, to the extent possible, to
comply with Section 409A or an exception thereto.



     6. Section 17.a. of the Agreement is hereby amended in its entirety to read as set out
below:




     a. The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, upon
or prior to such succession, to expressly assume and agree to
perform this Agreement in the same manner and to the
same extent that the Company would have been required to
perform it if no such succession had taken place. A copy of such
assumption and agreement shall be delivered to Employee



 









 







promptly after its execution by the successor. Failure of the Company to
obtain such agreement upon or prior to the effectiveness of any such
succession shall be deemed to be a material breach of this
Agreement. As used in this Agreement, “Company” shall mean the
Company as hereinbefore defined and any successor to its business
and/or assets as aforesaid which executes and delivers the agreement
provided for in this Section 17 or which otherwise becomes bound by
the terms and provisions of this Agreement by operation of law.



     7. Except as otherwise modified by this First Amendment, the Agreement shall continue in full
force and effect.



     IN WITNESS WHEREOF, Employee and the Company have executed this First Amendment as of the date
set forth below.



	 	 	 	 	 

	 	 	UNIVERSAL TECHNICAL INSTITUTE, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Its:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Date:
	 	December _____, 2008
	 
	 	 	 	 
	 	 	EUGENE S. PUTNAM
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Date:
	 	December _____, 2008