UNIVERSAL TECHNICAL INSTITUTE, INC.
SECOND AMENDED AND RESTATED
2003 EMPLOYEE STOCK PURCHASE PLAN
Effective as of July 1, 2010
WHEREAS, Universal Technical Institute, Inc. (the “Company”) previously adopted the Universal Technical
Institute, Inc. 2003 Employee Stock Purchase Plan (the “Original Plan”) effective as of the date on which the
Company’s initial public offering was consummated (“Original Effective Date”);
WHEREAS, the Company previously amended and restated the Original Plan, effective as of July 1, 2005
(the “Amended and Restated Plan”) because of changes to the financial accounting reporting requirements
applicable to employee stock purchase plans;
WHEREAS, the Company wishes to further amend and restate the Amended and Restated Plan to remove
the requirement that cash dividends on any Stock credited to a Participant’s Stock Account be automatically
reinvested in additional shares of Stock;
NOW THEREFORE, the Company hereby adopts the Universal Technical Institute, Inc. Second Amended
and Restated 2003 Employee Stock Purchase Plan (the “Plan”) effective as of the Offering Period beginning on
July 1, 2010 (“Effective Date”), as set forth below.
1. PURPOSE . The purpose of the Plan is to encourage stock ownership by eligible employees of the
Company and its Subsidiaries and to provide them with an incentive to contribute to the profitability and success of
the Company. The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the
Code and will be maintained for the exclusive benefit of eligible employees of the Company and its Subsidiaries.
2. DEFINITIONS . For purposes of the Plan, in addition to the terms defined in Section 1, the following
terms are defined:
(a) “ Board ” means the Board of Directors of the Company.
(b) “ Cash Account ” means the account which shall be a subaccount in the Company’s general cash
account, maintained on behalf of a Participant by the Company for the purpose of holding cash contributions