X0306 4 2017-12-05 0 0001261654 UNIVERSAL TECHNICAL INSTITUTE INC UTI 0001272480 MCWATERS KIMBERLY J 16220 N. SCOTTSDALE ROAD, SUITE 100 SCOTTSDALE AZ 85254 1 1 0 0 President and CEO Common Stock, $0.0001 par value 2017-12-05 4 A 0 118344 0.00 A 696882 D Common Stock, $0.0001 par value 707 I By Spouse Performance Units 2017-12-05 4 A 0 88758 0.00 A 2020-12-05 Common Stock 88758 88758 D Performance Cash 2017-12-05 4 A 0 300000.00 0.00 A 2020-12-05 Cash 300000.00 300000.00 D The Board of Directors approved the grant on December 5, 2017. The restricted stock units vest in three equal annual installments. Each performance unit represents a contingent right to receive one share of the Company's common stock, 50% of which vest based on the 2-year compound annual total shareholder return ("TSR") and 50% of which vest based on the 3-year compound annual TSR. For purposes of determining the TSR, the change in the price of the Company's common stock is based upon the 30-trading day average closing stock price (i) immediately preceding the grant date at the beginning of the performance period, and (ii) immediately preceding the second or third anniversary, as applicable, of the grant date at the end of the performance period. The number represents the maximum number of shares that may be delivered pursuant to the award, which is 150% of the target number of shares. Represents a contingent right to receive cash, 50% of which vest based on the 2-year compound annual TSR and 50% of which vest based on the 3-year compound annual TSR. For purposes of determining the TSR, the change in the price of the Company's common stock is based upon the 30-trading day average closing stock price (i) immediately preceding the grant date at the beginning of the performance period, and (ii) immediately preceding the second or third anniversary, as applicable, of the grant date at the end of the performance period. The amount represents the maximum amount of cash that may be delivered pursuant to the award, which is 150% of the target amount of cash. /s/ Chad A. Freed, as attorney-in-fact 2017-12-07