Exhibit 10.15





Exhibit 10.15




PIKE ELECTRIC CORPORATION




Management Incentive Plan




	 	 	 
	Purposes and
Introduction

	 	The Management Incentive Plan (the “Plan”) provides for Cash Incentive Awards under the Pike
Electric Corporation 2008 Omnibus Incentive Compensation Plan (the “Omnibus Plan”). Except as
otherwise expressly defined herein, capitalized terms shall be as defined in the Omnibus Plan.




The primary purposes of the Plan include:

	 
	 	 
	 

	 	•      Motivate behaviors that lead to the successful achievement of financial, operational
and individual performance goals that support the Company’s stated business strategy.


	 
	 	 
	 

	 	•     Assist in attracting and retaining eligible employees by offering an opportunity to
earn a competitive level of compensation.


	 
	 	 
	 

	 	•      Promote the performance orientation at the Company and communicate to employees that
greater responsibility carries greater rewards.


	 
	 	 
	 

	 	Participants will be eligible to earn incentive awards based on performance measures as follows:

	 
	 	 
	 

	 	1.    Earnings Per Share, defined as the fully diluted earnings per share of the Company for the
applicable Plan Year (the “EPS Measure”).


	 
	 	 
	 

	 	2.    Safety of the employees of the Company and its Affiliates measured by the OSHA recordable
incident rate for the applicable Plan Year (the “Safety Measure”). Certain participants may
not have the Safety Measure as a performance measure.


	 
	 	 
	 

	 	3.     Individual achievement of specified personal performance objectives (the “Personal
Measures”).


	 
	 	 
	 

	 	The weightings for the three categories above and the specific targets for the EPS Measure and
Safety Measure for each Plan Year for executive officers will be determined by the Compensation
Committee by no later than September 30 of the Plan Year. The CEO will make all such
determinations for all other participants.

	 
	 	 
	 

	 	To achieve the maximum motivational impact, performance measures (including each participant’s
Personal Measures) and the awards that will be received for meeting the assigned targets will
be communicated to participants as soon as practicable after the beginning of each Plan Year.







 


 









 





	 	 	 
	 

	 	Each participant will be assigned by no later than September 30 of each Plan Year a Target
Incentive Award for the Plan Year (determined as a percentage of base salary). The Target
Incentive Award, or a greater or lesser amount, will be earned after the end of the Plan Year
based on the performance against the predetermined targets.

	 
	 	 
	 

	 	Not later than 75 days after the end of each Plan Year, 100% of the awards earned will be
payable to participants in cash.

	 
	 	 
	Plan Year

	 	The period over which performance will be measured is the Company’s fiscal year, July 1 through
June 30 (the “Plan Year”).

	 
	 	 
	Eligibility and
Participation

	 	Unless otherwise determined by the Compensation Committee, each executive officer of the
Company will participate in the Plan. In addition, the CEO will designate which employees of
the Company and its Affiliates other than the executive officers will participate for each Plan
Year.

	 
	 	 
	 

	 	Participation in one year does not guarantee participation in a following year, but instead
will be reevaluated and determined on an annual basis. 




Unless otherwise expressly determined by the CEO, Participants in the Plan may not participate
in any other annual incentive plan offered by the Company or its Affiliates.

	 
	 	 
	Target Incentive Awards

	 	Each participant will be assigned a Target Incentive Award for each Plan Year by no later than
September 30 of the Plan Year (calculated as a percentage of his or her base salary).
Participants may be assigned a level of Target Incentive Award by position, by salary level or
based on other factors as determined by the CEO.

	 
	 	 
	 

	 	Target Incentive Awards will be reevaluated periodically. If the job responsibility of a
position changes during the Plan Year, or base salary is increased significantly, the Target
Incentive Award may be revised as the CEO may determine is appropriate.

	 
	 	 
	 

	 	Target Incentive Awards will be communicated to each participant as close to the beginning of
the Plan Year as practicable in writing. 







 


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	Performance Measures
and Award Funding

	 	Each applicable performance measure will have a weighting and a Threshold, Target and Maximum
award level established by no later than September 30 of each Plan Year. Payouts for each
performance measure at Threshold, Target and Maximum will be as follows:







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Threshold	 	 	Target	 	 	Maximum	 
	Award Level Funded
	 	 	50	%	 	 	100	%	 	 	150	%






	 	 	 
	 

	 	Percent of payout will be determined on a straight line basis from Threshold to Target and from
Target to Maximum. There will be no payout unless the Threshold for the applicable performance
measure is reached.

	 
	 	 
	 

	 	No payout will be made for the Safety Measure or the Personal Measures if achievement for the
EPS Measure does not equal or exceed its Threshold.

	 
	 	 
	 

	 	Final award amounts will be calculated after the Compensation Committee has determined the EPS
performance level achieved for the Plan Year.

	 
	 	 
	 

	 	An example of the award calculation is included on Exhibit A.

	 
	 	 
	Form and
Timing of
Payments

	 	Final award payouts will be made in cash as soon as practicable after award payouts are
approved by the Company, but not more than 75 days after the end of the applicable Plan Year.

	 
	 	 
	Change in Status

	 	An employee hired into an eligible position during the Plan Year prior to December 31 of the
Plan Year may participate in the Plan for the balance of the Plan Year on a pro rata basis, as
determined by the CEO.

	 
	 	 
	Certain Terminations of
Employment

	 	In the event a participant voluntarily terminates employment (other than Retirement) or is
terminated involuntarily during or after the end of the Plan Year but before the payment date,
any Award will be forfeited. In the event of death, Disability or Retirement, the award will
be paid on a pro rata basis based on the actual performance determined after the end of the
Plan Year.

	 
	 	 
	 

	 	“Disability” and “Retirement” are defined on Exhibit B attached to the Plan.

	 
	 	 
	Change In 

Control

	 	In the event of a Change in Control, Section 8 of the Omnibus Plan will control. In that
regard, all Cash Incentive Awards will be paid out as if the date of the Change in Control were
the last day of the Plan Year and target performance levels had been attained for all goals.

	 
	 	 
	Withholding

	 	The Company will withhold from award payouts any Federal, foreign, state or local income or
other taxes required to be withheld.







 


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	Executive Officers

	 	Cash Incentive Awards for executive officers of the Company and its Affiliates are intended to
meet all of the requirements for Performance Compensation Awards as set forth in Section 6(e)
of the Omnibus Plan. In that regard, and notwithstanding any provisions to the contrary above,
all determinations under the Plan with respect to executive officers (including, without
limitation, determinations with respect to participation, establishment of performance goals,
determination of goal achievement, setting of target awards, final award determinations), will
be approved by the Compensation Committee.

	 
	 	 
	Stockholder Approval

	 	The Plan and the awards hereunder are made pursuant to the Omnibus Plan, which was approved by
the Company’s stockholders at the Annual Meeting of Stockholders held on December 5, 2007.

	 
	 	 
	Governance

	 	The Compensation Committee is ultimately responsible for the administration and governance of
the Omnibus Plan, including this Plan. The Committee may adjust any award due to extraordinary
events as described in Section 6(e)(v) of the Omnibus Plan; provided, however, that the
Committee will at all times be required to exercise this discretionary power in a manner, and
subject to such limitations, as will permit all payments under the Plan to “covered employees,”
as defined in Section 162(m) of the Code, to continue to qualify as “performance-based
compensation” for purposes of Section 162(m) of the Code. In addition, under the Omnibus Plan,
the Committee retains the discretion to reduce any award amount from the amount otherwise
determined under the applicable formula. Subject to the foregoing, the decisions of the
Committee will be conclusive and binding on all participants. The Plan may be modified or
discontinued at any time with or without notice at the discretion of the Company.







 


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Exhibit A




Example Calculation




Assume Target Incentive Award of $100,000, weightings as indicated below and Target level achieved
for EPS, Maximum level for Safety and Threshold level for Personal Measures. The award calculation
would be as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A	 	 	B	 	 	C	 	 	D	 
	 	 	Target Incentive	 	 	Measure	 	 	Measure	 	 	Award Amount	 
	Measure	 	Award	 	 	Weighting	 	 	Achievement Factor	 	 	(A x B x C)	 
	 
	EPS
	 	$	100,000	 	 	 	60	%	 	 	100	%	 	$	60,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Safety
	 	$	100,000	 	 	 	25	%	 	 	150	%	 	$	37,500	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Personal
	 	$	100,000	 	 	 	15	%	 	 	50	%	 	$	7,500	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Total	 	 	$	105,000	 






 












 





Exhibit B




Certain Definitions




For purposes of the Plan, the following terms have the following meanings:



“Cause” has the meaning set forth in the employment or other agreement between a
participant and the Company or an Affiliate or, in the absence thereof, shall mean (i) the
participant’s fraud, embezzlement or misappropriation with respect to the Company or its
Affiliates, (ii) the participant’s material breach of any agreement between the participant and the
Company or an Affiliate which is not cured within 15 days (or any shorter cure period in such other
agreements) after the participant’s receipt of written notice thereof from the Company or an
Affiliate, (iii) the participant’s breach of fiduciary duties to the Company, its Affiliates or
their stockholders, (iv) the participant’s conviction or plea of nolo contendere in respect of a
felony or of a misdemeanor involving moral turpitude, (v) the participant’s violation of the
Company’s substance abuse policy resulting in termination of employment, or (vi) the participant’s
willful or negligent misconduct that has a material adverse effect on the property or business of
the Company or an Affiliate.



“Disability” has the meaning set forth in any long-term disability plan of the Company or
an Affiliate in which the participant participates or, in the absence thereof, shall mean the
inability of the participant, due to the condition of the participant’s physical, mental or
emotional health, effectively to perform the participant’s duties with the Company or an Affiliate
consistent with the participant’s relationship with or without reasonable accommodation for a
continuous period of more than 90 days or for 90 days in any period of 180 consecutive days, as
determined by a physician retained by the Company (and the participant hereby authorizes the
disclosure and release to the Company of such determination and all supporting medical records).



“Retirement” means termination of employment with the Company and its Affiliates, other
than for Cause or due to the participant’s death or Disability, after the attainment of age 591/2 and
completion of at least 10 years of service (as determined under the Pike Electric, Inc. 401(k)
Plan).