Exhibit 10.6
UNIVERSAL TECHNICAL INSTITUTE, INC.
2003 STOCK INCENTIVE PLAN
(as amended December 16, 2005)
ARTICLE 1
PURPOSE
1.1 GENERAL . The purpose of the Universal Technical Institute, Inc. 2003 Stock Incentive Plan (the
“Plan”) is to promote the success and enhance the value of Universal Technical Institute, Inc. (the “Company”) by
linking the personal interests of its Board members, employees, officers, and executives of, and consultants and
advisors to, the Company to those of Company shareholders and by providing such individuals with an incentive
for outstanding performance to generate superior returns to shareholders of the Company. The Plan is also
intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Board
members, employees, officers, and executives of, and consultants and advisors to, the Company upon whose
judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.
ARTICLE 2
EFFECTIVE DATE
2.1 EFFECTIVE DATE . The Plan is effective as of the date the Plan is approved by the Board (the
“Effective Date”). The Plan must be approved by the Company’s shareholders within 12 months after the
Effective Date. The Plan will be considered approved by the Company’s shareholders if it receives the affirmative
vote of the holders of a majority of the shares of Company’s stock present or represented and entitled to vote at
a meeting duly held in accordance with the Company’s Bylaws or by written consent of a majority of the
Company’s shareholders in lieu of a meeting. Any Awards granted under the Plan prior to shareholder approval
are effective when made (unless the Committee specifies otherwise at the time of grant), but no Award may be
exercised or settled and no restrictions relating to any Award may lapse before the Plan is approved by the
Company’s shareholders. If the Company’s shareholders do not approve the Plan within 12 months after the
Effective Da