Attached files
file | filename |
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10-K - FORM 10-K - UNIVERSAL TECHNICAL INSTITUTE INC | p16379e10vk.htm |
EX-32.2 - EX-32.2 - UNIVERSAL TECHNICAL INSTITUTE INC | p16379exv32w2.htm |
EX-31.1 - EX-31.1 - UNIVERSAL TECHNICAL INSTITUTE INC | p16379exv31w1.htm |
EX-10.5.4 - EX-10.5.4 - UNIVERSAL TECHNICAL INSTITUTE INC | p16379exv10w5w4.htm |
EX-23.1 - EX-23.1 - UNIVERSAL TECHNICAL INSTITUTE INC | p16379exv23w1.htm |
EX-31.2 - EX-31.2 - UNIVERSAL TECHNICAL INSTITUTE INC | p16379exv31w2.htm |
EX-32.1 - EX-32.1 - UNIVERSAL TECHNICAL INSTITUTE INC | p16379exv32w1.htm |
Exhibit 10.5.3
Date
Employee Name
Address
Dear :
I am very pleased to announce that the Board of Directors of
Universal Technical Institute, Inc. (Company)
has granted you Performance Units under the Universal Technical
Institute, Inc. 2003 Incentive Compensation Plan
(Plan) as
of ,
20 (Grant Date). This letter
serves as the Performance Unit Agreement
(Agreement) between the Company and you
(Grantee). To the extent not specifically
defined in this Agreement, all capitalized terms used in this
Agreement will have the same meanings ascribed to them in the
Plan.
RECITALS
A. The Company has adopted the Plan to provide incentives
to attract and retain those individuals whose services are
considered valuable by providing them incentives to assist the
Company in meeting and exceeding the Companys goals.
B. The Company believes that entering into this Agreement
with Grantee is consistent with those purposes.
NOW, THEREFORE, the Company and Grantee agree as follows:
AGREEMENT
1. GRANT OF PERFORMANCE
UNITS. The Company hereby grants you
Performance Units in an amount equal to
$ upon the terms and conditions
set forth in the Plan, this Agreement and Exhibit A, which
is attached to this Agreement and is a part of this Agreement.
2. PAYMENT. As provided for
in the Plan and Exhibit A, a Performance Unit is payable in
cash or in shares of the Companys common stock,
$.001 par value per share (Common Stock), in
the Committees discretion. You will receive payment for
any vested Performance Units on or before the date which is two
and one-half months following the end of the fiscal year in
which the Performance Units vest in accordance with the vesting
provisions described in Exhibit A.
3. WITHHOLDING. You may
incur certain liabilities for federal, state or local taxes in
connection with the grant of the Performance Units hereunder,
and the Company may be required by law to withhold such taxes.
You agree that, at the option of the Company, the Company may
withhold all applicable taxes at the time of vesting of the
Performance Units by reducing the amount of cash payable or the
number of shares of Common Stock issued to you by that number of
shares of Common Stock which is necessary to satisfy the tax
obligation arising from the vesting of the Performance Units. If
the number of shares issuable to you following satisfaction of
the tax obligation (as described in the foregoing sentence)
includes any fractional shares, you agree that the Company may
issue to you a cash payment in lieu of such fractional share.
4. AMENDMENT OF
AGREEMENT. This Agreement may only be
amended with the written approval of both you and the Company.
5. GOVERNING LAW. This
Agreement shall be governed in all respects, whether as to
validity, construction, capacity, performance or otherwise, by
the laws of the State of Delaware, without regard to
conflicts-of-laws
principles that would require the application of any other law.
6. SEVERABILITY. If any
provision of this Agreement, or the application of any such
provision to any person or circumstance, is held to be
unenforceable or invalid by any court of competent jurisdiction
or under any applicable law, the parties hereto shall negotiate
an equitable adjustment to the provisions of this Agreement with
the view to effecting, to the greatest extent possible, the
original purpose and intent of this Agreement, and in any event,
the validity and enforceability of the remaining provisions of
this Agreement shall not be affected thereby.
7. ENTIRE AGREEMENT. This
Agreement constitutes the entire, final, and complete agreement
between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements, promises,
understandings, negotiations, representations, and commitments,
both written and oral, between the parties hereto with respect
to the subject matter hereof. Neither party hereto shall be
bound by or liable for any statement, representation, promise,
inducement, commitment or understanding of any kind whatsoever
not expressly set forth in this Agreement.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized representative and you have
signed this Agreement, in each case as of the day and year first
written above. By your signature below, you accept and agree to
abide by the terms of this Agreement and you further agree to be
bound by and to comply with all terms and conditions of the
Plan. By your signature below, you acknowledge that you have
received a copy of the Plan, and that you understand that you
may receive a copy of the Plan as amended and in effect at any
time by requesting a copy from the Companys Secretary.
Please acknowledge that you have received this agreement by
signing a copy and returning it to the Companys People
Services Department
by 20 .
UNIVERSAL TECHNICAL INSTITUTE, INC.
By: |
|
Kim McWaters, President and CEO
I, ,
hereby acknowledge receipt of the foregoing award.
Signature:
Exhibit A
Grantee has been granted $
Performance Units, which are designed to be the equivalent of
$ to be settled upon vesting in
shares of Common Stock or cash as described in Section 2 of
the Agreement. The Performance Units shall vest upon when both
of the following events occur: (1) Grantee achieves the
applicable milestone described in the table set forth below; and
(2) the Committee confirms that Grantee has achieved the
milestone and the Performance Units vest and the Board of
Directors approves of the vesting and payment of the Performance
Units. The Committees confirmation and the Board of
Directors approval of the vesting and payment of any
Performance Units shall occur, if at all, on or before the date
which is two and one-half months following the end of the fiscal
year in which Grantee achieves the milestone to which the
Performance Units relate.
Estimated |
||||||||
Milestone |
Estimated |
|||||||
Completion |
Vesting/Lapsing |
|||||||
No.
|
Milestone
|
Date
|
Timing
|
Value
|
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1
|
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2
|
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3
|
If the Performance Unit is to be settled in Common Stock
pursuant to the Plan and Section 2 of the Agreement, the
number of shares will be determined based on the value of the
Performance Units divided by the closing price of the Common
Stock as reported on the New York Stock Exchange (or on any
national securities exchange on which the Common Stock is then
listed) on the date the Board of Directors determines that the
Performance Units vest. (For illustrative purposes only, if the
closing price of the Common Stock is $13.91 on the date the
Board determines that the Grantee has achieved Milestone
No. 1 and the applicable Performance Units vest, the number
of shares of Common Stock to which the Grantee will be entitled
for his Performance Units is 10,000 divided by $13.91, or
718 shares of Common Stock.)
If Grantee no longer is employed by the Company at the time the
applicable milestone has been achieved, the Performance Unit
shall be forfeited and canceled and be of no further force or
effect, regardless of whether such milestone is later achieved
by the Company. Notwithstanding anything to the contrary in this
Exhibit A, all unvested Performance Units shall vest
immediately upon (i) Grantees death, (ii) the
date on which the Grantee is determined to be Disabled pursuant
to the Plan, or (iii) if, within one year following a
Change of Control, Grantees employment with the Company is
terminated without Cause or Grantee terminates his employment
with the Company for Good Reason. For purposes of this
Exhibit A and the Agreement, the term Good
Reason means Grantees termination of his employment
with the Company due to (a) a material diminution in
Grantees authority, duties, or responsibilities (other
than such a reduction that affects all of the Companys
senior executives on a substantially equal or proportionate
basis) or (b) a material change in the geographic location
of Grantees principal office, provided that Grantee gives
the Company notice of the existence of either of these
conditions within 30 days of the initial existence of such
condition and provides the Company with a period of 30 days
following the receipt of such notice to cure the condition.
Grantees termination for Good Reason must occur within the
two year period following the initial existence of the condition
giving rise to Good Reason. For purposes of this Agreement, the
term Cause shall have the definition set forth in
the Plan and shall additionally include Grantees willful
and/or gross
misconduct that results in significant harm to the Company or
its operations, properties, reputation, goodwill or business
relationships as determined by the Company in its sole
reasonable discretion.