exv10w6w1



 






Exhibit 10.6.1




[Date]




Dear [Name] :




     CONGRATULATIONS! The UTI Board of Directors has granted you an option to purchase [number of
shares] shares of UTI’s common stock at $[exercise price] per share, subject to the terms and
conditions below and in the Universal Technical Institute, Inc. 2003 Stock Incentive Plan (the
“Plan”). The “Grant Date” of your option is [date]. This option is not intended to be an
incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended.



     Vesting. Unless otherwise provided below, you may exercise some or all of the shares
under your option after the shares are vested and exercisable under the following schedule:



	 	 	 
	Percentage of Shares	 	Date
	Vested and Exercisable	 	Vested and Exercisable
	First 25%

	 	One year anniversary from date of grant
	Second 25%

	 	Two year anniversary from date of grant
	Third 25%

	 	Three year anniversary from date of grant
	Last 25%

	 	Four year anniversary from date of grant






     Notwithstanding the above schedule, your option will become automatically vested and
exercisable earlier upon (i) your death; (ii) your “Disability” (as defined in the Plan); or (iii)
if, within one year following a “Change of Control” of UTI (as defined in the Plan), your
employment or service is terminated without cause or you terminate your employment or service for
good reason.



     Termination of Option. Unless you sooner exercise your option, it will terminate on
the earliest of the following events: (i) ten years from the Grant Date; (ii) the date your
employment with the Company or any of its subsidiaries is terminated for Cause; (iii) 90 days after
the date your employment with the Company or any of its subsidiaries is terminated for any other
reason other than your death or Disability; or (iv) one year after the date your employment with
the Company or any of its subsidiaries is terminated because of your death or Disability.



     Option Exercise. You may exercise your option by making payment in full to the
Treasurer of the Company, 20410 N. 19th Avenue, Suite 200, Phoenix, Arizona 85027, for
the shares you want to purchase, at the price per share above. In exchange for your payment, you
will be entitled to receive a stock certificate for the shares for which you have made payment.



     You may exercise your option by paying the exercise price in cash (or cash equivalent) or in
the Committee’s discretion, in UTI stock (held by you for at least 6 months), or in a
broker-assisted “cashless” exercise, or a combination, according to procedures adopted by the
Committee.



 









 





     As a condition of transferring the shares of stock to you upon your exercise, the Committee
may also require you to pay any federal, state or local tax withholding amount due according to
such methods or procedures adopted by the Committee.



     Restrictions on Exercise. You may not exercise your option until the Plan has been
approved by the Company’s stockholders, or if the issuance of such shares upon your exercise or the
method of payment of consideration for shares would violate any applicable securities law or stock
exchange rule.



     Securities Law Compliance. Even if you make full payment for the shares, the Company
does not have to issue your shares until (i) there has been compliance with any federal or state
laws or regulations or national securities exchange requirements which the Company may deem
applicable; or (ii) all legal matters in connection with the sale and delivery of the shares have
been approved by the Company’s legal counsel.



     Adjustments in Option. If there is a stock dividend, stock split, or combination or
other reduction in the number of issued shares of UTI’s stock, the Committee responsible for
administering the Plan (“Committee”), will adjust the number of unpurchased shares subject to this
option and in the exercise price per share as it may determine to be appropriate and equitable to
preserve your proportionate interest in this option and to prevent dilution or enlargement of
rights.



     Option is Nontransferable. This option shall be exercisable during your lifetime only
by you and, unless otherwise permitted by the Committee responsible for administering the Plan,
shall not be transferable by you, expressly or by operation of law, other than by will or the laws
of descent and distribution. Any unauthorized transfer or other disposition of this option by you
shall be void and will give the Company grounds to terminate your option.



     Please acknowledge that you received this option by signing a duplicate copy and returning it
to the UTI Human Resources Department.



UNIVERSAL TECHNICAL INSTITUTE, INC.




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	I hereby acknowledge receipt of the foregoing option.






	 	 	 	 	 
	Signature: