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

In connection with the previously announced departure of the former Executive Vice President and Chief Operating Officer, Mr. Sherrell E. Smith, from Universal Technical Institute, Inc., a Delaware corporation (the "Company"), Mr. Smith and the Company have executed a Separation Agreement, Waiver and Release (the "Agreement"), on July 30, 2009. The Agreement has been filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

The Company has agreed to make the following payments to Mr. Smith, conditional on his release of the Company and his agreement to certain other provisions detailed below.

Payments after Separation

• Seventy eight (78) weeks of severance payments totaling $472,500, less applicable tax withholding, payable in equal biweekly installments over the 78 week period following separation (the "Severance Period") and four (4) weeks of vacation pay valued at $24,230.
• The Company will pay the Company portion of the medical and dental premiums to allow coverage provided under the Consolidated Omnibus Budget Reconciliation Act (COBRA) for 78 weeks.
• Pro-rated bonus if and when approved by Board of Directors.
• Twelve months of outplacement services valued at $12,000.
• Payment of legal fees not to exceed $10,000.

Obligations of Mr. Smith under the Agreement

• Execution of a full release of liability in favor of the Company.
• Non-compete and non-solicitation restrictions through the Severance Period.

Item 9.01 Financial Statements and Exhibits.

The Exhibit to this Current Report is listed in the Exhibit Index set forth elsewhere herein

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