UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   June 7, 2011

Universal Technical Institute, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 1-31923 86-0226984
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
16220 North Scottsdale Road, Suite 100, Scottsdale, Arizona   85254
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   623-445-9500

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 7, 2011, the Board of Directors (the "Board") of Universal Technical Institute, Inc. (the "Company") approved the Company’s entry into Retention/Recognition Bonus Agreements (each, a "Retention/Recognition Bonus") with each of Kimberly J. McWaters, Chief Executive Officer and Director, Eugene S. Putnam, Jr., President and Chief Financial Officer, Richard P. Crain, Senior Vice President of Marketing and Strategy, and Thomas E. Riggs, Senior Vice President, Operations (each, an "Executive" and, together, the "Executives"). The Board determined to grant the Retention/Recognition Bonuses to help motivate and retain the Executives as well as to recognize their extraordinary efforts during a particularly difficult regulatory and legislative environment affecting the Company and its industry. Therefore, each Retention/Recognition Bonus is contingent upon the Executive remaining continuously employed by the Company.

The Retention/Recognition Bonus is comprised of cash bonuses with specified payment dates as outlined below and restricted stock grants under the Universal Technical Institute, Inc. 2003 Incentive Compensation Plan:

Kimberly J. McWaters
34,903 restricted shares

For Kimberly J. McWaters, twenty-five percent (25%) of the restricted stock grant will become vested and payable on each of the following dates: March 7, 2012, January 7, 2013, June 7, 2013 and June 7, 2014.

Eugene S. Putnam, Jr.
$45,000 cash bonus payable on 6/24/2011
$67,500 cash bonus payable on 3/16/2011
$112,500 cash bonus payable on 1/18/2013
11,855 restricted shares

Richard P. Crain
$29,861 cash bonus payable on 6/24/2011
$44,791 cash bonus payable on 3/16/2011
$74,652 cash bonus payable on 1/18/2013
7,866 restricted shares

Thomas E. Riggs
$47,000 cash bonus payable on 6/24/2011
$48,000 cash bonus payable on 3/16/2011
$80,000 cash bonus payable on 1/18/2013
8,430 restricted shares

For the remaining Executives, fifty percent (50%) of the restricted stock grant will become vested and payable on each of the following dates: June 7, 2013 and June 7, 2014.

The above summary of the Retention/Recognition Bonuses is qualified in its entirety by reference to the text of the form of Retention/Recognition Bonus Agreement filed herewith as Exhibit 10.1 and which is incorporated in this Item 5.02 by reference.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
The exhibit to this Current Report is listed in the Exhibit Index set forth elsewhere herein.






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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Universal Technical Institute, Inc.
          
June 13, 2011   By:   /s/ Chad A. Freed
       
        Name: Chad A. Freed
        Title: General Counsel, Senior Vice President of Business Development


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Exhibit Index


     
Exhibit No.   Description

 
10.1
  Form of Retention/Recognition Bonus Agreement.

Exhibit 10.1

June   , 2011

Employee Name

Via Hand Delivery:

Dear        :

The Universal Technical Institute, Inc. (“UTI”) Board of Directors has approved a special [bonus and/or grant of stock] to you on the terms set forth in this letter. This special [bonus and/or grant of stock] is being given to you [to recognize your efforts] and/or [to continue to motivate and retain you] during this particularly difficult regulatory environment which effects UTI and others in the proprietary education industry.

Under the terms of this special [bonus and/or grant of stock] you and UTI agree:

  1.   You will remain in your current position with the duties and obligations that you currently hold and such other duties and/or positions as may be assigned to you by your supervisor from time to time. You will continue to use your best efforts in your position and to satisfactorily perform your duties and responsibilities.

  2.   If you remain employed by UTI through the date(s) listed below and are in Good Standing as defined below, UTI agrees to pay to you the following [bonus/grant]:

[Retention dates and bonus/grant]

The awards listed above are gross amounts and do not include deductions for taxes or any other appropriate payroll deductions.

  3.   In order to receive the [bonus/grant] provided in this agreement, you must be in “Good Standing” and be actively employed and not on a leave as of the dates listed for the bonus or grant. “Good Standing” means that you have not received a demotion, a Performance Advisement, improvement or coaching plan, Final Warning or other written disciplinary or coaching document within six (6) months prior to the scheduled payout or grant dates. Further, in order to receive the [bonus/grant] provided, you must be performing in a satisfactory manner as determined by your supervisor, at his or her discretion.

4. The terms of this letter are in addition to any other agreements you may have with the Company.

  5.   This is not a guarantee or contract of employment and is designed only to provide additional compensation to you in the event you are employed by UTI until at least the dates set forth above. You remain an employee “at will” and you may be terminated by UTI at any time, for any reason, with or without notice. UTI reserves the right to change your pay at any time. You may also voluntarily end your employment with UTI at any time but will not receive the bonus and/or grants provided in this agreement. In the event you are terminated due to poor performance, misconduct or any other involuntary reason, you will not be entitled to any of the payments and/or grants described herein.

6. In further consideration of the Company’s promises to you in this letter, you also agree to maintain in strictest confidence the terms and existence of this agreement. In the event you breach this confidentiality provision, UTI shall be excused from further performing any of its obligations described in this agreement.

If you agree to the terms set forth in this letter, please sign below and return this letter to me. I have enclosed a copy of this letter for your files. We look forward to working with you in the coming months and appreciate your service to UTI.

Sincerely,

AGREED:       

Employee Name

Date: