Exhibit
      10.1

     

    


    SEPARATION
      AGREEMENT,

    WAIVER
      AND RELEASE

     

    This
      Agreement is made and entered into freely and voluntarily by and between David
      K. Miller (hereinafter referred to as “Employee”) and Universal Technical
      Institute, Inc. (hereinafter referred to as (“UTI” or “the
      Company”).

     

    WHEREAS,
      Employee has been employed by UTI or its predecessors in interest for a period
      of approximately twenty-eight (28) years; and

     

    WHEREAS,
      Employee has held various positions with UTI including serving as Senior Vice
      President Sales and Senior Vice President Campus Sales, positions which have
      responsibility and oversight on a nationwide basis for the recruiting of
      students for all of UTI’s campuses; and

     

    WHEREAS,
      during his employment, Employee has gained access to confidential information
      as
      described more fully in this Agreement and acquired an extensive amount of
      knowledge about UTI’s operations, strategies, and business;

     

    WHEREAS,
      as a result of a corporate restructuring of the Company, Employee’s employment
      with the Company is ending;

     

    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 has been terminated as of September 16, 2007 and that UTI has no
      obligation, contractual or otherwise, to re-employ or recall Employee in the
      future.

     

    2. Payment(s).
      For and
      in consideration of the promises and covenants set forth in Paragraphs 9 and
      10
      below, through the period ending 78 weeks after the date of this Agreement,
      UTI
      agrees to pay Employee separate bi-weekly payments pursuant to UTI’s normal
      payroll practices in the gross amount of ten thousand three hundred eighty-four
      dollars and sixty two cents ($10,384.62) less applicable local, state and
      federal withholdings. The total amount payable under this Paragraph 2 shall
      be
      four hundred five thousand dollars and eighteen cents ($405,000.18), less
      applicable local, state, and federal withholdings. 

     

    3. Bonus
      Payments.
      For
      fiscal year ending September 30, 2007, Employee will be entitled to an annual
      bonus if: (a) such a bonus is approved by UTI’s Board of Directors as payable to
      all current employees, and (b) Employee signs, returns, and does not revoke
      this
      Separation Agreement, Waiver and Release. The 2007 annual bonus, if payable,
      will be paid during December of 2007, and the bonus, if any, will be based
      on
      the performance metrics previously established by the Board of Directors.
      Employee shall not be eligible or entitled to (a) any bonus for fiscal year
      2008
      or (b) any stock awards after the termination of employment.

     

    All
      stock
      options and restricted stock held by Employee will expire according to the
      applicable grant or plan, and Employee’s existing equity in UTI that has vested
      shall remain vested.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4. Benefits.
      Employee’s current medical, dental and vision benefits will continue pursuant to
      UTI policy, until September 30, 2007. Beginning, on the first day that active
      employee coverage is ineffective, Employee may elect to continue current
      medical, dental and vision benefits for up to eighteen (18) months in accordance
      with the plan provisions and the Consolidated Omnibus Budget Reconciliation
      Action of 1985 (COBRA). If Employee signs, returns and does not revoke this
      Agreement, UTI will continue to pay towards the Employee’s COBRA coverage a
      monthly amount equal to the Company paid portion of the insurance premium for
      the coverage held by Employee during active employment and any administrative
      fee for a period of eighteen (18) months, provided the Employee makes a timely
      election to receive COBRA benefits. Additionally, Employee shall be entitled,
      for a eighteen (18) month period following the termination of employment, to
      the
      perquisites and benefits of the Execucare program or its successor
      program.

     

    UTI
      will
      provide to Employee professional outplacement services for a period of twelve
      (12) months through the firm of Right Management, at a cost not to exceed a
      total value of twelve thousand dollars ($12,000). 

     

    Employee
      shall be responsible for any and all income taxes, if any, associated with
      any
      benefits provided to him under this Agreement.

     

    5. Acknowledgement
      of Consideration.
      Employee acknowledges and agrees that the payments set forth in Paragraph 2
      are
      for and in consideration of the promises, covenants, and undertakings in
      Paragraphs 9 and 10. Employee further acknowledges and agrees that the payments
      and benefits set forth in Paragraphs 3 and 4 are made in consideration of and
      are contingent on the fulfillment of all other promises, covenants, and
      undertakings set forth in this Agreement including, but not limited to,
      Paragraphs 6, 7, and 8 below. Employee acknowledges and agrees that all of
      the
      payment(s) and benefits referenced in this Agreement constitute special
      consideration to Employee in exchange for the promises made herein by Employee
      and that UTI is not otherwise obligated to provide to Employee any such payment,
      benefits or portion thereof. 

     

    6. Employee’s
      Full Release and Waiver of All Claims.
      Employee hereby releases, acquits, and forever discharges UTI, its subsidiaries,
      and related and affiliated entities and the current and former officers,
      directors, agents, assigns, representatives and employees of each of the
      foregoing, from any and all actions, claims, damages, lawsuits, expenses, or
      costs of whatever nature arising out of Employee’s employment, the termination
      of employment with UTI, and any claims Employee may have by virtue of his being
      a shareholder of UTI, whether known or not, by either party at the time of
      execution of this Agreement. 

     

    This
      Release and Waiver includes, but is not limited to, any rights or claims which
      may be brought 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), Occupational Safety and Health Act,
      Sarbanes-Oxley Act, the Securities Act of 1933, Securities Exchange Act of
      1934,
      COBRA, the Labor Management Relations Act (LMRA), the Arizona Civil Rights
      Act,
      the Arizona Employment Protection Act or any other action or claim under any
      federal, state or local statute, or regulation or under common law. Employee’s
      release also includes all claims for constructive discharge, negligent
      supervision, breach of contract, fraud, breach of express or implied covenant,
      defamation, libel, slander, intentional or negligent infliction of emotional
      distress, tortious 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, the
      termination of employment with UTI, or by virtue of Employee being a shareholder
      of UTI.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    This
      Release and Waiver 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. 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. Further, this Agreement is not intended to and does not waive
      or release any claim under the Arizona Minimum Wage Act.

     

    7. 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, 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 any other applicable state or federal 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 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 had the right to consult with an attorney
      prior to executing this Agreement; 

     

    (c)
      he
      has forty-five (45) 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; and

     

    (f)
      he
      has received information about the job titles and ages of those in his job
      classification or organizational unit who are and are not affected by a
      reduction in force that is occurring at approximately the same time as Employee
      is entering this Agreement although Employee recognizes and agrees that this
      Agreement arises from a restructuring and not from the reduction in
      force.

     

    8. 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, the termination of Employee’s
      employment, or by virtue of his status as a shareholder of UTI. Employee also
      stipulates that the consideration received and to be received by Employee under
      this Agreement is in full and complete satisfaction of any claims Employee
      may
      have, or may have had, whether known by the parties at the time of execution
      of
      this Agreement or not. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    9. Confidential
      Information.

     

    (a) Following
      the termination of employment, 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 UTI, any
      Confidential Information, whether prepared by Employee or not; provided,
      however, that any Confidential Information may be disclosed to officers,
      representatives, employees and agents of UTI who need to know such Confidential
      Information in order to perform the services or conduct the operations required
      or expected of them. Employee shall have no obligation hereunder to keep
      confidential any Confidential Information if, and to the extent, disclosure
      of
      such information is specifically required by law; provided, however, that in
      the
      event disclosure is required by applicable law, Employee shall provide UTI
      with
      prompt notice of such requirement, prior to making any disclosure, so that
      UTI
      may seek an appropriate protective order. 

     

    (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, market data, competitor and student research, internet marketing
      strategy and tactics, predictive modeling insights, product designs, employee
      compensation packages and strategies, pricing and training manuals, campus
      operations design and strategy, copyright, “know-how,” trade secrets, customer
      lists, details of vendor, supplier, manufacturer, client or consultant
      contracts, pricing policies, operational methods, 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 or object codes), processes, procedures, formulae,
      improvements or other proprietary or intellectual property of UTI, 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 that is not permissible hereunder.

     

    10. Covenant
      Not to Compete and Not to Solicit.
      Employee agrees that during the course of his employment, he has received
      Confidential Information and training, designed to give him special skills
      and
      to provide UTI with a competitive advantage and which has commercial value.
      Employee acknowledges that UTI has a legitimate interest in protecting its
      Confidential Information and in taking reasonable steps to protect its goodwill,
      its relationships with students, employees, consultants, vendors, suppliers,
      manufacturers, and to protect itself against unfair competition. 

     

    Employee
      therefore agrees:

     

    (a) As
      used
      in this Agreement, to “Compete” shall mean directly or indirectly to own,
      manage, operate, join, control, be employed by, or become a director, officer,
      shareholder (holding 5% or more of shares) of, or consultant to, any entity
      or
      person that (i) owns or operates a post-secondary educational institution which
      teaches or trains individuals in motorcycle, marine, automotive, diesel, and
      collision repair and refinishing technologies, or any one or more of these
      programs; (ii) is considering or contemplating a program that teaches or trains
      individuals in motorcycle, marine, automotive, diesel, and collision repair
      and
      refinishing technologies, or any one or more of these programs; (iii) any entity
      engaged in any similar or incidental business conducted, or engaged in, by
      UTI
      prior to the date hereof or at any time during the Employee’s
      employment.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) For
      a
      period of eighteen (18) months (or for fifteen (15) months if a court finds
      that
      eighteen (18) months are unreasonable, or for twelve (12) months if a court
      finds that fifteen (15) months are unreasonable, or for nine (9) months if
      a
      court finds that twelve (12) months are unreasonable) after the termination
      of
      employment Employee agrees that he shall not Compete with UTI anywhere within
      UTI’s sales territory. Employee agrees that in light of UTI’s business style and
      character, its marketing methods, the location of its campuses and its sales
      strategy; it is reasonable to consider that UTI’s sales territory extends
      throughout the United States and Puerto Rico. (If a court of competent
      jurisdiction finds that this territory is unreasonable, then the sales territory
      shall be considered all states in which UTI has a campus and all states which
      are contiguous to a state with a UTI campus. If a court of competent
      jurisdiction finds that this territory is unreasonable, then the sales territory
      will be considered to be all states in which UTI has a campus.)

     

    (c) Employee
      agrees that for a period of eighteen (18) months (or for fifteen (15) months
      if
      a court finds that eighteen (18) months are unreasonable, or for twelve (12)
      months if a court finds that fifteen (15) months are unreasonable, or for nine
      (9) months if a court finds that twelve (12) months are unreasonable) following
      the termination of employment that he will not, either directly, indirectly
      or
      through others, solicit or attempt to solicit any Company employee, consultant,
      independent contractor, vendor, supplier, manufacturer, or any person or entity
      with a business relationship with UTI or its subsidiaries or affiliates, to
      terminate or limit its relationship with UTI or its subsidiaries or affiliates
      in order to become an employee, consultant, or independent contractor to or
      for
      any other person or entity.

     

    (d) Employee
      agrees to disclose, during the eighteen (18) month period following the
      termination of employment, the terms of this Paragraph 10 to any potential
      future employer.

     

    11. Internal
      Revenue Code Section 409A Compliance Strategy.
      UTI
      believes that the severance and other payments and benefits provided pursuant
      to
      Paragraphs 2, 3 and 4 of this Agreement comply with either the short-term
      deferral exception or the separation pay exception to the requirements of
      Section 409A of the Internal Revenue Code (“Section 409A”) as described in
      Treas. Reg. § 1.409A-1(b)(4) and § 1.409A-1(b)(9)(iii) and (v), respectively.
      Nevertheless, under no circumstances may the time or schedule of any payment
      made or benefit provided pursuant to this Agreement be accelerated or subject
      to
      a further deferral except as otherwise permitted or required pursuant to
      regulations and other guidance issued pursuant to Section 409A of the Code.
      In
      addition, the Employee shall not have any right to make any election regarding
      the time or form of any payment due under the terms of this Agreement. If UTI
      concludes at a later date, in the exercise of its discretion, that neither
      the
      short-term deferral exception, the separation pay exception nor any other
      exception to the requirements of Section 409A is available, Employee
      understands and agrees that UTI may unilaterally amend the applicable terms
      of
      this Agreement in order to assure compliance with Section 409A. Each
      provision of this Agreement shall be interpreted, to the extent possible, to
      comply with Section 409A.

     

    12. Company’s
      Right to Cease Payments and Obtain Injunctive Relief.
      Employee understands and agrees that the payments in Paragraph 2 of this
      Agreement are made in exchange for Employee’s promises, covenants, and
      undertakings in Paragraphs 9 and 10 of this Agreement. In the event of a breach
      or imminent breach of any of Employee’s duties or obligations under the terms
      and provisions of Paragraph 9 or 10 of this Agreement, UTI shall be entitled
      to
      immediately cease all payments to Employee under Paragraph 2. In the event
      of an
      actual breach, such breach will require Employee to disgorge and repay to
      Company all payments and benefits paid to or conferred upon Employee under
      Paragraph 2 of this Agreement since the time of the first breach. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Employee
      understands and agrees that if Employee breaches any duties or obligations
      Employee has under Paragraphs 9 or 10 of this Agreement, Employee has no right
      to any money under Paragraph 2 of this Agreement, and that Employee forfeits
      any
      right to receive money under Paragraph 2 of this Agreement, regardless of
      whether the non-compete or non-solicit provisions are upheld in a court of
      competent jurisdiction. Employee further understands and agrees that if Employee
      successfully challenges, by seeking judicial relief, the enforceability of
      either Paragraph 9 or 10, or both of them, UTI shall be entitled to immediately
      cease all payments and benefits under paragraph 2 of this
      Agreement.

     

    In
      addition to any other legal or equitable remedies UTI may have (including any
      right to damages that it may suffer), UTI 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 Paragraphs 9 or 10 would be largely irreparable. Employee
      undertakes and agrees that if Employee breaches or threatens to breach the
      terms
      of Paragraphs 9 or 10, Employee shall be liable for any attorneys’ fees and
      costs incurred by Company in enforcing its rights hereunder. 

     

    13. Non-Disparagement.
      In
      order to avoid unnecessary and unfair damage to UTI’s business reputation,
      Employee agrees to make no statements to any persons including, but not limited
      to, any employees, customers, vendors, the media, or other parties, whether
      oral, written or electronic that would tend to disparage, criticize, or ridicule
      UTI, its officers or directors. In order to avoid unnecessary and unfair damage
      to Employee’s reputation, UTI agrees to instruct its officers and directors not
      to make any statements to any persons whether oral, written, or electronic
      that
      would tend to disparage, criticize, or ridicule Employee.

     

    14. 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.

     

    15. 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.

     

    16. 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 UTI 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 state and federal courts located in Maricopa County,
      Arizona shall have jurisdiction over any dispute pertaining to this Agreement
      and shall be the proper venue for the resolution of any dispute.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    DATED
      this 24th day of September, 2007.

     

    /s/
      David K.
      Miller                                                     


    David
      K.
      Miller

     

    By: /s/
      Tom Riggs, SVP, People
      Services              


    Universal
      Technical Institute, Inc.

     

    Return
      Original To:

    Tom
      Riggs

    SVP,
      People Services

    20410
      N. 27th
      Avenue, Suite 200

    Phoenix,
      Arizona 85027