Filed by Bowne Pure Compliance





Exhibit 10.1


EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (“Agreement”), effective
this 1st day of September, 2008 (the “Effective Date”), is entered into by and between Jim Hicks
(“Executive”) and Pike Electric, Inc., a North Carolina corporation (the “Company”) and, solely
with respect to Sections 2 and 4(b), Pike Electric Corporation, a Delaware corporation (“Parent”).


WHEREAS, Executive desires to provide Parent, the Company and
certain of its subsidiaries with his services, and the Company desires to employ Executive on the terms and subject to
the conditions set forth herein;


NOW, THEREFORE, in consideration of the mutual
representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree
as follows:


1. Employment. Subject to the terms and conditions
of this Agreement, the Company agrees to employ Executive, and Executive agrees to be employed by the Company as of the
Effective Date pursuant to the terms herein. This Agreement amends and restates in its entirety that certain Employment
Agreement dated May 7, 2007 by and between Executive and Shaw Energy Delivery Services, Inc., to which the Company
is a successor in interest.


2. Position. During the period of his employment
hereunder, Executive agrees to serve the Company, and the Company shall employ Executive, as Senior Vice President of
Engineering and Substations, or in such other executive capacity or capacities, at the same level of seniority, as may
be determined from time to time by the CEO of Pike Electric, Inc. (the “CEO”). In addition, Executive
agrees to serve the Parent as Senior Vice President of Engineering and Substations or in such other executive capacity
or capacities, at the same level of seniority, as may be determined from time to time by the CEO of Parent.


3. At-Will Employment and Duties.


(a) Executive and the Company agree that
Executive’s employment hereunder will be at-will (as defined under applicable law), and may be terminated at any
time, for any reason, at the option of either party, subject to the provisions of Section 5 below.


(b) Duties. During the period of his employment
hereunder and except for illness, reasonable vacation periods, and reasonable leaves of absence, Executive shall in
good faith (i) devote all of his business time, attention, skill and efforts to the business and affairs of the
Company and its affiliated companies and (ii) report to the CEO.


4. Salary; Incentive Bonus; Reimbursement of Expenses; Other Benefits.



(a) Salary. During the period of employment under
this Agreement, Executive shall be paid a salary at the rate of $300,000 annually (“Base Salary”)
commencing on the Effective Date. The Base Salary shall be reviewed annually and may be adjusted as determined by the
Board of Directors of Parent (the “Board”) (or any authorized committee thereof) in consultation with the
Chief Executive Officer of Parent.





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(b) Stock Options. Executive will be eligible for
future grants of stock options and/or restricted stock in accordance with any future incentive plan the Board, or any
authorized committee thereof, in its sole discretion may determine from time to time.


(c) Reimbursement of Expenses. The Company shall
pay or reimburse Executive, in accordance with its normal policies and practices, for all reasonable travel and other
expenses incurred by Executive in performing his obligations under this Agreement.


(d) Other Benefits. During the period of
employment under this Agreement, Executive shall be entitled to participate in all other benefits of employment
generally available to other executives of the Company and those benefits for which such persons are or shall become
eligible, when and as he becomes eligible therefore (including but not limited to any deferred compensation plan and
401(k) plan).


5. Termination of Employment.


(a) Termination by the Company for Cause. The
Company may terminate Executive’s employment under this Agreement for “Cause” (as hereinafter
defined) or otherwise at will at any time immediately upon written notice, or where applicable, upon Executive’s
failure to cure the breach as provided below, whereupon the Company shall have no further obligation hereunder to
Executive, except for payment of amounts of Base Salary accrued through the termination date. For purposes of this
agreement, “Cause” shall mean: (i) the continued willful failure by Executive to substantially perform
his duties with the Company, (ii) the willful engaging by Executive in gross misconduct materially and
demonstrably injurious to the Company or (iii) Executive’s material breach of Sections 3, 6 or 7 of
this Agreement; provided, that with respect to any breach that is curable by Executive, as determined by the Board in
good faith, the Company has provided Executive written notice of the material breach and Executive has not cured such
breach, as determined by the Board in good faith, within fifteen (15) days following the date the Company provides
such notice.


(b) Termination as a Result of Executive’s Death
or Disability. If Executive’s employment hereunder is terminated by reason of Executive’s Disability
(as hereinafter defined) or death, Executive’s (or Executive’s estate’s) right to benefits under this
Agreement will terminate as of the date of such termination and all of the Company’s obligations hereunder shall
immediately cease and terminate, except that Executive or Executive’s estate, as the case may be, will be
entitled to receive accrued Base Salary and benefits through the date of termination. As used herein, Executive’s
Disability shall have the meaning set forth in any long-term disability plan in which Executive participates, and in
the absence thereof shall mean that, due to physical or mental illness, Executive shall have failed to perform his
duties on a full-time basis hereunder for one hundred eighty (180) consecutive days and shall not have returned to
the performance of his duties hereunder on a full-time basis before the end of such period, and if Disability has
occurred termination shall occur within thirty (30) days after written notice of termination is given (which
notice may be given before the end of the one hundred eighty (180) day period described above so as to cause
termination of employment to occur as early as the last day of such period).


(c) Termination by Executive for Good Reason or by the
Company other than as a Result of Executive’s Death or Disability or other than for Cause.


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(i) If Executive’s employment is
terminated by Executive for “Good Reason” (as hereinafter defined) or by the Company for any reason other
than Executive’s death or Disability or other than for Cause, subject to Executive entering into and not revoking
a release of claims in favor of the Company and abiding by the covenants of non-competition, non-solicitation and
confidentiality set forth in Section 6, Executive shall be entitled to the following benefits:


1) Cash severance payments equal in the
aggregate to twelve (12) months of Executive’s annual Base Salary at the time of termination, payable in
twelve (12) equal monthly installments beginning at the end of the first full month following termination of
employment.


2) Continuation of Executive’s medical
and health insurance benefits for a period equal to the lesser of (i) twelve (12) months, or (ii) the
period ending on the date Executive first becomes entitled to medical and health insurance benefits under any plan
maintained by any person for whom Executive provides services as an employee or otherwise.


(ii) For purposes of this Agreement,
“Good Reason” shall mean: (a) a material reduction (without Executive’s express written consent)
in Executive’s title or responsibilities; (b) the requirement that Executive relocate to an employment
location that is more than 50 miles from his employment location on the Effective Date; or (c) the Company’s
material breach (without Executive’s express written consent) of Sections 2 or 4 of this Agreement; provided,
that Executive has provided the Company written notice of the material breach and the Company has not cured such breach
within fifteen (15) days following the date Executive provides such notice. If the Company thereafter
intentionally repeats the breach it previously cured, such breach shall no longer be deemed curable.


(d) Termination by Executive other than for Good
Reason. Executive may terminate his employment with the Company other than for Good Reason upon thirty
(30) days written notice to the Company, after which the Company shall have no further obligation hereunder to
Executive, except for payment of amounts of Base Salary and other benefits accrued through the termination date,


6. Confidential Information, Non Competition; Non-Solicitation.


(a) Confidential Information. Executive
acknowledges that in his employment hereunder he will occupy a position of trust and confidence. Executive shall not,
except in the course of the good faith performance of his duties hereunder or as required by applicable law, without
limitation in time or until such information shall have become public other than by Executive’s unauthorized
disclosure, disclose to others or use, whether directly or indirectly, any Confidential Information regarding the
Company, its subsidiaries and affiliates. “Confidential Information” shall mean information about the
Company, its subsidiaries or affiliates, or their respective clients or customers that was learned by Executive in the
course of his employment by the Company, its subsidiaries or affiliates, or their respective clients or customers that
was learned by Executive in the course of his employment by the Company, its subsidiaries or affiliates, including
(without limitation) any proprietary knowledge, trade secrets, data, formulae, information and client and customer
lists and all papers, resumes, and records (including computer records) of the documents containing such Confidential
Information, but


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excludes information (i) which is in the public domain through no
unauthorized act or omission of Executive; or (ii) which becomes available to Executive on a non-confidential
basis from a source other than the Company or its affiliates without breach of such source’s confidentiality or
non-disclosure obligations to the Company or any affiliate. Executive agrees to deliver or return to the Company, at
the Company’s request at any time or upon termination or expiration of his employment or as soon thereafter as
possible, (A) all documents, computer tapes and disks, records, lists, data, drawings, prints, notes and written
information (and all copies thereof) furnished by the Company, its subsidiaries or affiliates, or prepared by Executive
during the term of his employment by the Company, its subsidiaries or affiliates, and (B) all notebooks and other
data relating to research or experiments or other work conducted by Executive in the scope of employment.


(b) Non-Competition. During the period of
Executive’s employment by the Company and for a period of twelve (12) months after the date of termination
of his employment or for the period of one additional year thereafter if so elected by the Company pursuant to Section
6(d) below, Executive shall not, directly or indirectly, without the prior written consent of the Company, provide
consultative services or otherwise provide services to (whether as an employee or a consultant, with or without pay)
or, own, manage, operate, join, control, participate in, or be connected with (as a stockholder, partner, or
otherwise), any business, individual, partner, firm, corporation, or other entity that is then a competitor of the
Company, its subsidiaries or affiliates (each such competitor a “Competitor of the Company”);
provided, however, that the “beneficial ownership” by Executive, either individually or as a
member of a “group,” as such terms are used in Rule 13d of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), of not more than five percent (5%) of the
voting stock of any publicly held corporation shall not alone constitute a violation of this Agreement. Executive and
the Company acknowledge and agree that the business of the Company extends throughout the United States, and that the
terms of the non-competition agreement set forth herein shall apply on a nationwide basis throughout the United States.


(c) Non-Solicitation of Customer and Suppliers.
During the period of Executive’s employment by the Company and, if Executive’s employment is terminated
under Section 5 above (and provided the Company fulfills its obligations thereunder) until the twelfth month of
the date of Executive’s employment termination or for the period of one additional year thereafter if so elected
by the Company pursuant to Section 6(d) below, Executive shall not, directly or indirectly, influence or attempt to
influence customers or suppliers of the Company or any of its subsidiaries or affiliates to divert any of their
business to any Competitor of the Company.


(d) Extension of Periods of Non-Competition and
Non-Solicitation. At the sole election of the Company, it may extend the periods of non-competition and
non-solicitation as set forth in Paragraphs (b) and (d) of this Section for an additional twelve
(12) months (to two years in total) for the following consideration to the Executive: in the case of termination
under Section 5 (a) and (d) by providing severance as set forth in Section 5(c)(i), and in the case
of termination under Section 5(c) by providing severance as set forth therein for an additional twelve (12) month
period.


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(e) Non-Solicitation of Employees. Executive
recognizes that he possesses and will posses Confidential Information about other employees of the Company, its
subsidiaries or affiliates, relating to their education, experience, skills, abilities, compensation and benefits, and
inter-personal relationships with customers of the Company, its subsidiaries or affiliates. Executive recognizes that
the information he possesses and will possess about these other employees is not generally known, is of substantial
value to the Company, its subsidiaries or affiliates in developing their business and in securing and retaining
customers, and has been and will be acquired by him because of his business position with the Company, its subsidiaries
or affiliates. Executive agrees that, during the period of Executive’s employment by the Company and for a period
of one (1) year thereafter, he will not, directly or indirectly, solicit, recruit, induce or encourage or attempt
to solicit, recruit, induce, or encourage any employee of the Company, its subsidiaries or affiliates (i) for the
purpose of being employed by him or by any Competitor of the Company on whose behalf he is acting as an agent,
representative or employee or (ii) to terminate his or her employment or any other relationship with the Company,
its subsidiaries, or affiliates. Executive also agrees that Executive will not convey any such Confidential Information
or trade secrets about other employees of the Company, its subsidiaries, or affiliates to any other person.


(f) Injunctive Relief. It is expressly agreed that
the Company will or would suffer irreparable injury if Executive were to violate any of the provisions of this
Section 6 and that the Company would by reason of such violation be entitled to injunctive relief in a court of
appropriate jurisdiction, and Executive further consents and stipulates to the entry of such injunctive relief in such
a court prohibiting Executive from so violating Section 6 of this Agreement.


(g) Survival of Provisions. The obligations
contained in this Section 6 shall survive the termination or expiration of Executive’s employment with the
Company and shall be fully enforceable thereafter.


7. No Conflict. Executive represents and warrants
that Executive is not subject to any agreement, instrument, order, judgment or decree of any kind, or any other
restrictive agreement of any character, which would prevent Executive from entering into this Agreement or would
conflict with the performance of Executive’s duties pursuant to this Agreement. Executive represents and warrants
that Executive will not engage in any activity, which would conflict with the performance of Executive’s duties
pursuant to this Agreement.


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8. Notices. All notices and other communications
under this Agreement shall be in writing and shall be given by courier service or first-class mail, certified or
registered with return receipt requested, and shall be deemed to have been duly given on the date receipt is recorded
by the appropriate delivery service, or may be delivered personally by hand to the respective persons named below:


If to Company or Parent:


Pike Electric, Inc. 

P.O. Box 868


100 Pike Way 

Mount Airy, NC 27030 

Attn: J. Eric Pike


With copies to:


Pike Electric, Inc. 

P.O. Box 868


100 Pike Way 

Mount Airy, NC 27030 

Attn: Chief Legal Officer


If to Executive:


Jim Hicks


[                                  ]


[                                  ]


Either party may change such party’s address for notices by notice duly
given pursuant hereto.


9. Dispute Resolution; Attorneys’ Fees. The
Company and Executive agree that any dispute arising as to the parties’ rights and obligations hereunder, other
than with respect to Section 6, shall, at the election and upon written demand of either party, be submitted to
arbitration before a single arbitrator in Delaware under the National Rules for the Resolution of Employment Disputes
of the American Arbitration Association.


10. Assignment; Successors. This Agreement is
personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer
this Agreement or any rights or obligations hereunder; provided that, this Agreement shall be binding upon and, subject
to the provisions hereof, inure to the benefit of any successor of Company and such successor shall be deemed
substituted for Company under the terms of this Agreement; but any such substitution shall not relieve Company of any
of its obligations under this Agreement. As used in this Agreement, the term “successor” shall include any
person, firm, corporation, or like business entity which at any time, whether by merger, purchase or otherwise,
acquires all or a controlling interest in the assets or business of Company. This agreement may not be otherwise
assigned or transferred by either the Company or Executive without the other’s written consent. Any such
successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.


11. Governing Law. This Agreement and the legal
relations thus created between the parties hereto shall be governed by and construed under and in accordance with the
laws of the state of Delaware.


12. Withholding. The Company shall make such
deductions and withhold such amounts from each payment made to Executive hereunder as may be required from time to time
by law, governmental regulation or order.


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13. Headings. Section headings in this Agreement
are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other
purpose.


14. Waiver; Modification. Failure to insist upon
strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term,
covenant, or condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance with,
any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at
any other time or times. This Agreement shall not be modified in any respect except by a writing executed by each party
hereto.


15. Severability. If for any reason any term or
provision containing a restriction set forth herein is held to be for a length of time which is unreasonable or in any
other way is construed to be too broad or to any extent invalid, such term or provision shall not be determined to be
null, void and of no effect, but to the extent the same is or would be valid or enforceable under applicable law, any
court shall construe and reform this Agreement to provide for a restriction having the maximum time period and other
provisions as shall be valid and enforceable under applicable law. If, notwithstanding the previous sentence, any term
or provision of this Agreement is held to be invalid or unenforceable, all other valid terms and provisions hereof
shall remain in full force and effect, and all of the terms and provisions of this Agreement shall be deemed to be
severable in nature.


16. Entire Agreement; Effect on Certain Prior
Agreements. This Agreement constitutes the entire agreement between the parties with respect to the subject matter
hereof and supersedes any prior agreements between them with respect to the subject matter hereof, including all prior
employment, retention, severance or related agreements between Executive and the Company or any successor, predecessor
or affiliate. Without limiting the generality of the foregoing, the obligations under this Agreement with respect to
any termination of employment of Executive, for whatever reason, supersede any severance or related obligations of the
Company or any of its successors, predecessors or affiliates in any plan of the Company or any of its successors,
predecessors or affiliates or any agreement between Executive and the Company or any of its successors, predecessors or
affiliates.


17. Counterparts. This Agreement may be executed
in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one
and the same instrument.


[signatures follow on next page]


 


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IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its duly authorized officer, and Executive has hereunto signed this Agreement, as of the date first
above written.




	 	 	 	 	 
	 	 	“Company”:
	 
	 	 	 	 
	 	 	PIKE ELECTRIC INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James R. Fox
	 

	 	 	 	 
	 

	 	Name:
	 	James R. Fox
	 

	 	 	 	 
	 

	 	Title:
	 	General Counsel and Corporate Secretary
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	“Executive”:
	 
	 	 	 	 
	 	 	/s/ Jim Hicks
	 	 	 
	 	 	Jim Hicks
	 
	 	 	 	 
	 	 	The undersigned has duly executed this Agreement,
as of the date first above written, solely for
purposes of Sections 2 and 4(b) of this
Agreement.
	 
	 	 	 	 
	 	 	“Parent”:
	 
	 	 	 	 
	 	 	PIKE ELECTRIC CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James R. Fox
	 

	 	 	 	 
	 

	 	Name:
	 	James R. Fox
	 

	 	 	 	 
	 

	 	Title:
	 	General Counsel and Corporate Secretary
	 

	 	 	 	 












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