Exhibit 10.1

by Universal Technical Institute
August 21st, 2012

Exhibit 10.1

August 2, 2012

Sherrell Smith

Dear Sherrell,

Congratulations! On behalf of Universal Technical Institute, Inc. (UTI) it is a pleasure to confirm our offer of employment to you. The position is Senior Vice President of Operations at our Home Office. You will be reporting to Eugene Putnam, President & CFO. Your anticipated start date is August 20,2012. The rate of pay for this position is $12,307.69 payable bi-weekly or $320,000.00 if annualized.

Your total compensation also includes:

    An initial mid-year grant of Restricted Stock shares with a value of approximately $16,667.00 subject to approval by the UTI Board of Directors at the next Board meeting which occurs during an open trading window.  The number of Restricted Shares awarded will be determined on the grant date based on the fair market price of UTI stock at the close of the market, on the grant date.  Restrictions on shares lapse ratably over four years. In addition, you will be eligible for participation in UTI’s annual equity grant program (when offered) at the executive level.  This program is subject to board review and approval on an annual basis so there is no guarantee that this program will continue to be provided.

    You will be eligible to participate in UTI’s FY 2012 Management Bonus Plan on a pro-rated basis, with a target bonus of 50%. Details to be outlined under separate cover. Please note that bonus payment is made at management’s sole discretion and is dependent upon individual and company performance, Board approval and/or other criteria as defined in the bonus plan.

    You will be among a select group of employees eligible to participate in the Universal Technical Institute, Inc. Deferred Compensation Plan (“Plan”). The Plan is a valuable retirement savings program that will allow you to defer state and federal income taxes on a designated amount of salary and bonus, and the opportunity to earn tax-deferred investment returns on those deferrals. Currently the plan offers eligible participants an Incentive Matching Contribution that is equal to 50% of the amount you contribute to the Plan; provided the maximum “matchable” compensation that is eligible for the 50% match is 5% of your salary. The vesting of the Incentive Matching Contribution begins after 1 year of service and participants fully vest after 5 years.