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                                                                   EXHIBIT 10.3


                       UNIVERSAL TECHNICAL INSTITUTE, INC.
                           1997 RESTRICTED STOCK PLAN

                                    SECTION 1

                                     GENERAL

      1.1   Purpose. The Universal Technical Institute, Inc. 1997 Restricted
Stock Plan (the "Plan") has been established by Universal Technical Institute,
Inc. (the "Company") to attract and retain employees and other persons providing
services to the Company and the Related Companies (as defined below) through
compensation that is based on the Company's shares of common stock (the
"Stock"), thereby further identifying Participants' interests with those of the
Company's stockholders and promoting the long-term financial interest of the
Company and the Related Companies. The term "Related Company" means any company
during any period in which it is a "subsidiary corporation" (as that term is
defined in section 424(f) of the Internal Revenue Code of 1986, as amended (the
"Code")) with respect to the Company.

      1.2   Administration. The authority to manage and control the operation
and administration of the Plan shall be vested in the "Administrator". The
Administrator shall be the full Board of Directors of the Company (the "Board"),
or a duly authorized committee thereof. The Administrator shall have the
authority and discretion to (a) manage and control the operation of the Plan,
(b) interpret and construe the provisions of the Plan, and prescribe, amend and
rescind rules and regulations relating to the Plan, (c) grant Restricted Stock
Awards (as defined in Section 2.1) under Section 2 of the Plan, in such amounts
and subject to such restrictions, limitations and conditions as it deems
appropriate, (d) subject to the provisions of Section 4, modify the terms of,
cancel or suspend Restricted Stock Awards, (e) prescribe the form of agreement,
certificate or other instrument evidencing any Restricted Stock Award under the
Plan, (f) correct any defect or omission and reconcile any inconsistency in the
Plan or in any award of Stock hereunder, and (g) make all other determinations
and take all other actions as it deems necessary or desirable for the
implementation and administration of the Plan. The determination of the
Administrator on matters within its authority shall be conclusive and binding on
the Company and all other persons.

      1.3   Participation. Subject to the terms and conditions of the Plan, the
Administrator shall determine and designate from among the Eligible Individuals,
those persons who will be granted Restricted Stock Awards under the Plan and
thereby become "Participants" in the Plan. For purposes of the Plan, the term
"Eligible Individual" shall mean any employee of the Company or such employee's
designee.

                                    SECTION 2

      2.1   Definition. Subject to the terms of this Section 2, a "Restricted
Stock Award" under the Plan is a grant of shares of Stock to a Participant, the
vesting of which is subject to one or more conditions established by the
Administrator. Such conditions may relate to events (such as performance or
continued employment) occurring before or after the date the Restricted Stock
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Award is granted, or the date the Stock is vested in the Participant. If the
vesting of Restricted Stock Awards is subject to conditions occurring after the
date of grant, the period beginning on the date of grant of a Restricted Stock
Award and ending on the vesting or forfeiture of such Stock (as applicable) is
referred to as the "Restricted Period". Restricted Stock Awards may provide for
delivery of the shares of Stock at the time of grant, or may provide for a
deferred delivery date.

      2.2   Eligibility. The Administrator shall designate the Participants to
whom Restricted Stock Awards are to be granted, and the number of shares of
Stock that are subject to each such Award.

      2.3   Terms and Conditions of Awards. Except as otherwise provided in the
applicable Award Agreement (as defined herein), Restricted Stock Awards granted
to Participants under the Plan shall be subject to the following terms and
conditions:

      (a)   Beginning on the date of grant (or, if later, the date of
            distribution) of shares of Stock comprising a Restricted Stock
            Award, and including any applicable Restricted Period, the
            Participant as owner of such shares shall have the right to vote
            such shares; provided, however, that, if requested by the
            Administrator, the Participant agrees to place such shares in a
            Voting Trust until the Stock has vested.

      (b)   Any Participant who is not a signatory to the Stockholders Agreement
            dated September 30, 1997 by and among all of the Stockholders of the
            Company shall, on or prior to the date of grant, shall become a
            signatory to the Stockholders Agreement.

      (c)   Payment of dividends with respect to Restricted Stock Awards shall
            be subject to the following:

            (i)   On and after the date that a Participant has a fully vested
                  right to the shares comprising a Restricted Stock Award, and
                  the shares have been distributed to the Participant, the
                  Participant shall have all Dividend Rights (and other rights)
                  of a stockholder with, respect to such shares.

            (ii)  Prior to the date that a Participant has a fully vested right
                  to the shares comprising a Restricted Stock Award, the
                  Administrator, in its sole discretion, may award Dividend
                  Rights (and any other rights) with respect to such shares.

            (iii) A "Dividend Right" with respect to shares comprising a
                  Restricted Stock Award shall entitle the Participant, as of
                  each dividend payment date, to an amount equal to the
                  dividends payable with respect to a share of Stock multiplied
                  by the number of such shares. Dividend Rights shall be settled
                  in cash or in shares of Stock, as determined by the
                  Administrator, shall be payable at the time and in the form
                  determined by the Administrator, and shall be subject to such
                  other terms and conditions as the Administrator may determine.


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      2.4   Vesting. Unless provided otherwise by the Administrator or in the
applicable Award Agreement, Restricted Stock Awards granted to any Participant
before January 1, 1998 shall initially be non vested and shall not become vested
until the last day of each calendar year commencing with 1998 and ending with
2002, if and to the extent, if any, that the performance criteria relating to
the achievement of certain cumulative EBITA goals set forth below are met.
Restricted Stock Awards granted to Participants on or after January 1, 1998
shall become vested in accordance with the terms established by the
Administrator at the time the Restricted Stock Award is granted. The cumulative
EBITA goals which must be met with respect to Restricted Stock Awards granted
before January 1, 1998, and the portion of each such Restricted Stock Award
which shall become vested each year upon the achievement of that year's
cumulative EBITA goals, is as follows:

<TABLE>
<CAPTION>
        If cumulative                                 Percentage of total shares
          EBITA for                                      awarded which become
         year ended           Equals at least:           vested on such date:
      -----------------    ----------------------     --------------------------
<S>                        <C>                        <C>
            1998                $10,400,000                        20%
            1999                $21,900,000                        40%
            2000                $35,900,000                        60%
            2001                $51,900,000                        80%
            2002                $69,100,000                       100%
</TABLE>

If the cumulative EBITA set forth above is not achieved for any calendar year,
no additional shares shall become vested under any Restricted Stock Award as of
the last day of such year; provided, however, that if the cumulative EBITA
target is achieved for a subsequent calendar year, any non-vested shares which
could have become vested in a prior year (had the cumulative EBITA target been
achieved for such prior year) shall become vested at the end of such subsequent
year. Any shares which have not become vested on or before December 31, 2002
under the above schedule shall be forfeited. For purposes of the Plan, the term
"EBITA" means the Company's earnings before interest, taxes, amortization and
transaction expenses related to or arising out of the transaction pursuant to
which the Company acquired certain assets of The Clinton Harley Corporation and
Clinton Educational Group, Inc. (the "Asset Acquisition"), amortization and
transaction expenses related to or arising out of the transactions contemplated
by the Securities Purchase Agreement, dated September 30, 1997, between the
Company and the Purchasers identified therein, depreciation related to asset
step-ups contemplated by the Asset Acquisition, non-compete payments to certain
former shareholders of the Company listed in Annex A hereto and management and
investment banking fees paid to The Jordan Company. EBITA will be determined by
the Administrator, in its sole discretion, and its determination shall be final.
The Administrator shall determine EBITA in accordance with United States
generally accepted accounting principles applied consistently with the audited
financial statements of the Company's predecessor by merger, Lincoln Technical
Institute of Arizona, Inc., as of and for the period ending February 28, 1997.
Such determination with respect to any calendar year shall be made by the
Administrator no later than thirty (30) days after the Company's receipt of
audited financial statements for such year, and the vesting or forfeiture (as
the case may be) resulting therefrom shall be deemed for all purposes to have
occurred at the end of such year. Notwithstanding the foregoing provisions of
this Section 2.4, except as otherwise provided in the


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applicable Award Agreement (i) a Participant must remain in the employ of the
Company and the Related Companies as of the last day of any year in order to
become vested in the portion of the shares that first become vested as of the
last day of that year, and (ii) if a Participant terminates employment with the
Company and the Related Companies for any reason prior to December 31, 2002, any
shares under his Restricted Stock Award which have not become vested on or
before his termination date shall be forfeited.

      In the event any Participant forfeits his shares pursuant to this Section
2.4, the Company shall repurchase such Participant's shares for an amount per
share equal to that which the Participant paid at the time such shares were
awarded (the "Forfeiture Amount"), provided, however, that the Company may apply
the Forfeiture Amount against any amounts owed to the Company by the
Participant, including, without limitation, amounts outstanding under any
promissory note for the purchase price of the Restricted Stock or any portion
thereof.

                                   SECTION 3

                          OPERATION AND ADMINISTRATION

      3.1   Effective Date. The Plan became effective as of September 30, 1997,
the date it was adopted by the Board.

      3.2   Shares Subject to Plan. The shares of Stock with respect to which
Restricted Stock Awards may be made under the Plan shall be shares currently
authorized but unissued or currently held or subsequently acquired by the
Company as treasury shares, including shares purchased in the open market or in
private transactions. The number of shares of Stock which may be issued with
respect to Restricted Stock Awards under the Plan shall not exceed 235 shares of
Stock as of the date the Plan is adopted by the Board, subject to adjustment
in accordance with Section 3.3. Any shares of Stock granted under a Restricted
Stock Award which are forfeited for any reason shall again become available for
Restricted Stock Awards under the Plan.

      3.3   Adjustments to Shares Reserved. In the event of any merger,
consolidation, reorganization; recapitalization, spinoff, stock dividend, stock
split, reverse stock split, exchange or other distribution with respect to
shares of Stock or other change in the corporate structure or capitalization
affecting the Stock (each an "Extraordinary Event"), the type and number of
shares of stock which are or may be subject to Restricted Stock Awards under the
Plan and the terms of any outstanding Restricted Stock Awards shall be equitably
adjusted by the Administrator, in its reasonable discretion, to preserve the
value of benefits awarded or to be awarded to Participants under the Plan.
Notwithstanding the foregoing: (i) unvested shares of stock under a Restricted
Stock Award that have been issued prior to the Extraordinary Event and not
forfeited pursuant to Section 2.4 prior to the Extraordinary Event shall be
entitled, in connection with the Extraordinary Event, to receive the same
distributions or consideration per share, and otherwise to be treated in all
respects the same, as other then issued and outstanding shares of Stock not
covered by the Plan, and (ii) the aggregate purchase price and forfeiture price
for shares of Stock covered by a Restricted Stock Award (including any
securities received in connection with the Extraordinary Event in respect of
such shares) shall not be changed.


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      3.4   Limitations on Distributions. Distribution of shares of Stock or
other amounts under the Plan shall be subject to the following:

      (a)   Notwithstanding any other provision of the Plan, the Company shall
            have no liability to deliver any shares of Stock under the Plan
            unless such delivery or distribution would comply with all
            applicable laws and the applicable requirements of any securities
            exchange or similar entity.

      (b)   In the case of a Participant who is or becomes subject to Section
            16(a) and 16(b) of the Securities Exchange Act of 1934, as amended,
            the Administrator may, at any time, add such conditions and
            limitations to any Restricted Stock Award granted to such
            Participant, or any feature of any such Restricted Stock Award, as
            the Administrator, in its reasonable discretion, deems necessary to
            comply with Section 16(a) or 16(b) and the rules and regulations
            thereunder or to obtain any exemption therefrom.

      (c)   To the extent that the Plan provides for issuance of certificates to
            reflect the transfer of shares of Stock, the transfer of such shares
            may be effected on a non-certificated basis, to the extent not
            prohibited by applicable law or the rules of any stock exchange.

      3.5   Withholding. All Restricted Stock Awards and other payments under
the Plan are subject to withholding of all applicable taxes, if any, which
withholding obligations may be satisfied, with the consent of the Administrator,
through the surrender of shares of Stock which the Participant already owns, or
to which the Participant is otherwise entitled under the Plan.

      3.6   Transferability. Other than as set forth in any other agreement to
which the Company is a party, non-vested shares of Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered during the Restricted
Period applicable to such shares. Each certificate issued with respect to shares
of Stock granted under the Plan which are distributed prior to the lapse of the
Restricted Period may, at the discretion of the Administrator, be deposited in a
bank designated by the Administrator. Each such certificate shall bear the
following (or a similar) legend:

      "The transferability of this certificate and the shares of stock
      represented hereby are subject to the terms and conditions
      (including forfeiture) contained in the Universal Technical
      Institute, Inc. 1997 Restricted Stock Plan and the Stockholders
      Agreement entered into between the registered owner and Universal
      Technical Institute, Inc. A copy of such plan and agreement is on
      file in the office of the Secretary of Universal Technical
      Institute, Inc.; c/o The Jordan Company; 9 West 57th Street, Suite
      4000; New York, New York 10019; Attention: A. Richard Caputo, Jr."

      3.7   Notices. Any notice or document required to be filed with the
Administrator under the Plan will be properly filed if delivered or mailed by
registered mail, postage prepaid, to the Administrator, in care of the Company,
at its principal executive offices. The Administrator may, by advance written
notice to affected persons, revise such notice procedure from time to


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time. Any notice required under the Plan (other than a notice of exercise) may
be waived by the person entitled to notice.

      3.8   Agreement with Company. At the time a Restricted Stock Award is
granted to a Participant under the Plan, the Administrator may require the
Participant to enter into an agreement with the Company (the "Award Agreement")
in a form specified by the Administrator, agreeing to the terms and conditions
of the Plan and to such additional terms and conditions, not inconsistent with
the Plan, as the Administrator may, in its reasonable discretion, prescribe.

      3.9   No Contract of Employment. The Plan does not constitute a contract
of employment, and selection as a Participant will not give any employee the
right to be retained in the employ of the Company or any Related Company, nor
any right or claim to any benefit under the Plan, unless such right or claim has
specifically accrued under the terms of the Plan. Except as otherwise provided
in the Plan or in any award, no award under the Plan shall confer upon the
holder thereof any right as a stockholder of the Company prior to the date on
which he fulfills all requirements and other conditions for receipt of such
rights.

      3.10  Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it reasonably considers pertinent and reliable, and signed, made or presented by
the proper party or parties.

      3.11  Gender and Number. Where the context admits, words in one gender
shall include the other gender, words in the singular shall include the plural
and the plural shall include the singular.

      3.12  Effect of Vesting. Shares of Stock that become vested shall, upon
such vesting, cease to be subject to the terms of this Plan but shall remain
subject to the terms of the Stockholders Agreement.

                                   SECTION 4

                            AMENDMENT AND TERMINATION

      4.1   The Board may, at any time, amend or terminate the Plan; provided
that subject to Section 3.3 (relating to certain adjustments to shares), no
amendment or termination may adversely affect the rights of any Participant
under any Restricted Stock Award granted under the Plan prior to the date such
amendment is adopted by the Board.


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