Exhibit 10.14





Exhibit 10.14




PIKE ELECTRIC CORPORATION

Restricted Share Award Agreement

for [2008 / 2005] Omnibus Incentive Compensation Plan




THIS RESTRICTED SHARE AWARD AGREEMENT (this “Award Agreement”) is entered into as of
[Date] by and between Pike Electric Corporation, a Delaware corporation (the “Company”),
and [Director] (the “Recipient”) pursuant to the Pike Electric Corporation [2005 / 2008]
Omnibus Incentive Compensation Plan (the “Plan”).



Statement of Purpose




Recipient has a relationship with the Company as a director thereof (the
“Relationship”). This Award Agreement sets forth the terms and conditions of an award of
shares of the Company’s Common Stock, $0.001 par value, (“Shares”) that are subject to
certain restrictions on transfer and risks of forfeiture and other terms and conditions specified
herein.



NOW, THEREFORE, in consideration of the foregoing and the covenants hereinafter set forth, the
Company and Recipient agree as follows:



SECTION 1. Grant of Restricted Shares. The Company hereby grants to Recipient
[Number] Shares (the “Restricted Shares”), which are subject to the terms and conditions
stated in this Award Agreement and the Plan, which are incorporated into this Award Agreement. In
the event of any conflict between the terms of the Plan and the terms of this Award Agreement, the
terms of this Award Agreement shall govern. Unless otherwise stated herein, in the event of any
conflict between the terms of this Award Agreement and the terms of any other agreement between
Recipient and the Company or an Affiliate, the terms of such agreement will govern.



SECTION 2. Definitions. Capitalized terms used but not defined herein have the
meanings ascribed thereto in the Plan. The following terms have the meanings set forth below:




“Business Day” means a day on which the New York Stock Exchange is open.




“Disability” shall mean the inability of Recipient, due to the condition of
Recipient’s physical, mental or emotional health, effectively to perform Recipient’s duties
with the Company consistent with Recipient’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 Recipient
hereby authorizes the disclosure and release to the Company of such determination and all
supporting medical records).




“Vesting Date” means the date on which Recipient’s rights with respect to all
or a portion of the Restricted Shares subject to this Award Agreement may become fully
vested, and the restrictions set forth in this Award Agreement may lapse, as provided in
Section 3(a) of this Award Agreement.


 












 






SECTION 3. Vesting and Delivery of Shares.



(a) Vesting. On each Vesting Date set forth below, Recipient’s rights with respect
to the number of Restricted Shares that corresponds to such Vesting Date, as specified in the
chart below, shall become vested and the restrictions set forth in this Award Agreement with
respect thereto shall lapse, provided that Recipient must continue to have its Relationship with
the Company or an Affiliate on the relevant Vesting Date, except as otherwise determined by the
Committee in its sole discretion or as otherwise provided in Section 4 below or in any other
agreement between Recipient and the Company or an Affiliate.



[For Awards vesting pro rata over three years]



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number of Restricted	 
	 	 	Percentage of Award	 	 	Shares Vesting on	 
	 	 	Vested on Vesting Date	 	 	Vesting Date	 
	Vesting Date	 	(%)	 	 	(#)	 
	 
	 
	Grant Date
	 	 	0	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 
	First Anniversary of Grant Date
	 	 	33.33	 	 	[Number]	 
	 
	 	 	 	 	 	 	 	 
	Second Anniversary of Grant Date
	 	 	33.33	 	 	[Number]	 
	 
	 	 	 	 	 	 	 	 
	Third Anniversary of Grant Date
	 	 	33.33	 	 	[Number]	 






[For Awards vesting over one year, granted at annual meeting]



	 	 	 	 	 
	 	 	Percentage of Award	 
	 	 	Vested on Vesting Date	 
	Vesting Date	 	(%)	 
	 
	 
	Grant Date
	 	 	0	 
	 
	 	 	 	 
	First Anniversary of Grant Date, or if
earlier, the next annual meeting of
shareholders of the Company
	 	 	100	 






 


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(b) Delivery of Shares. On or following the date of this Award Agreement,
certificates issued in respect of the Restricted Shares shall be registered in Recipient’s name and
deposited by Recipient, together with a stock power endorsed in blank, with the Company or such
other custodian as may be designated by the Committee or the Company, and shall be held by the
Company or other custodian, as applicable, until such time, if any, as Recipient’s rights with
respect to the Restricted Shares become vested. Upon the vesting of Recipient’s rights with
respect to Restricted Shares, the Company or other custodian, as applicable, shall deliver such
certificates to Recipient or Recipient’s legal representative.



SECTION 4. Termination of Relationship. Unless the Committee determines otherwise,
and except as otherwise provided in any other agreement between Recipient and the Company or an
Affiliate, Recipient’s rights with respect to any unvested Restricted Shares awarded under this Award Agreement, including any payments or benefits related thereto, shall terminate upon the
termination of Recipient’s Relationship; provided, however, that for termination of
Recipient’s Relationship due to Recipient’s death or Disability, any unvested Restricted Shares
shall become fully vested as of the date of such death or Disability [Following proviso for Awards
vesting over one year granted at annual meeting: ; and provided further that for any other
termination of Recipient’s Relationship, the Award shall become vested pro rata (based on the
number of days between the Grant Date and the date of termination of Recipient’s Relationship
divided by 365 days)].



SECTION 5. No Rights as a Stockholder. Prior to the Vesting Date of a Restricted
Share, Recipient shall not be entitled to exercise any voting rights with respect to such
Restricted Share and shall not be entitled to receive dividends or other distributions with respect
thereto.



SECTION 6. Non-Transferability of Restricted Shares. Unless otherwise provided by
the Committee in its discretion, Restricted Shares may not be sold, assigned, alienated,
transferred, pledged, attached or otherwise encumbered except as provided in Section 9(a) of the
Plan. Any purported sale, assignment, alienation, transfer, pledge, attachment or other
encumbrance of Restricted Shares in violation of the provisions of this Section 6 and Section 9(a)
of the Plan shall be void.



SECTION 7. Tax Matters, Consents and Legends.



(a) Tax Matters. The Company shall not withhold or deduct from any amounts payable
to Recipient under this Award Agreement any amounts in respect of income taxes or other employment
taxes of any other nature on Recipient’s behalf. Recipient shall be solely responsible for the
payment of any Federal, state, local or other applicable taxes in respect of the amounts payable
to Recipient under this Award Agreement.



(b) Consents. Recipient’s rights in respect of the Restricted Shares are
conditioned on the receipt to the full satisfaction of the Committee of any required consents that
the Committee may determine to be necessary or advisable. Such consents may include, without
limitation, Recipient’s (i) consenting to the Company’s supplying to any third-party recordkeeper
of the Plan such personal information as the Committee deems advisable to administer the Plan,
(ii) consenting to the waiver of any data privacy rights Recipient may have with respect to such
information and (iii) authorizing the Company and any Affiliate to store and transmit such
information in electronic form.


 


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(c) Legends. The Company may affix to certificates for Shares issued pursuant to
this Award Agreement any legend that the Committee determines to be necessary or advisable
(including to reflect any restrictions to which Recipient may be subject under any applicable
securities laws). The Company may advise the transfer agent to place a stop order against any
legended Shares.



SECTION 8. Successors and Assigns of the Company. The terms and conditions of this
Award Agreement shall be binding upon and shall inure to the benefit of the Company and its
successors and assigns.



SECTION 9. Committee Discretion. The Committee shall have full and plenary
discretion with respect to any actions to be taken or determinations to be made in connection with
this Award Agreement, and its determinations shall be final, binding and conclusive.



SECTION 10. Dispute Resolution.



(a) Jurisdiction and Venue. Notwithstanding any provision in an employment or other
agreement between Recipient and the Company or an Affiliate, Recipient and the Company irrevocably
submit to the exclusive jurisdiction of (i) the United States District Court for the District of
Delaware and (ii) the courts of the State of Delaware for the purposes of any suit, action or
other proceeding arising out of this Award Agreement or the Plan. Recipient and the Company agree
to commence any such action, suit or proceeding either in the United States District Court for the
District of Delaware or, if such suit, action or other proceeding may not be brought in such court
for jurisdictional reasons, in the courts of the State of Delaware. Recipient and the Company
further agree that service of any process, summons, notice or document by U.S. registered mail to
the other party’s address set forth below shall be effective service of process for any action,
suit or proceeding in Delaware with respect to any matters to which Recipient has submitted to
jurisdiction in this Section 10(a). Recipient and the Company irrevocably and unconditionally
waive any objection to the laying of venue of any action, suit or proceeding arising out of this
Award Agreement or the Plan in (A) the United States District Court for the District of Delaware
or (B) the courts of the State of Delaware, and hereby and thereby further irrevocably and
unconditionally waive and agree not to plead or claim in any such court that any such action, suit
or proceeding brought in any such court has been brought in an inconvenient forum.



(b) Waiver of Jury Trial. Recipient and the Company hereby waive, to the fullest
extent permitted by applicable law, any right either may have to a trial by jury in respect to any
litigation directly or indirectly arising out of, under or in connection with this Award Agreement
or the Plan.



(c) Confidentiality. Recipient hereby agrees to keep confidential the existence of,
and any information concerning, a dispute described in this Section 10, except that Recipient may
disclose information concerning such dispute to the court that is considering such dispute or to
Recipient’s legal counsel (provided that such counsel agrees not to disclose any such information
other than as necessary to the prosecution or defense of the dispute).


 


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SECTION 11. Notice.



(a) Written Notices. All notices, requests, demands and other communications
required or permitted to be given under the terms of this Award Agreement shall be in writing and
shall be deemed to have been duly given when delivered by hand or overnight courier or three
Business Days after they have been mailed by U.S. registered mail, return receipt requested,
postage prepaid, addressed to the other party as set forth below:




	 	 	 	 	 
	If to the Company:

	 	Pike Electric Corporation	 	 
	 

	 	100 Pike Way	 	 
	 

	 	Mt. Airy, NC 27030	 	 
	 

	 	Attn: General Counsel	 	 
	 
	 	 	 	 
	If to Recipient:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 






The parties may change the address to which notices under this Award Agreement shall be sent by
providing written notice to the other in the manner specified above.




(b) Electronic Notices. Notwithstanding any other provision of this Section 11,
the Committee may, in its sole discretion, decide to deliver any documents related to this Award or
future Awards that may be granted under the Plan by electronic means or request Recipient’s consent
to participate in the Plan by electronic means. Recipient hereby consents to receive such
documents by electronic delivery and, if requested, agrees to participate in the Plan through an
online or electronic system established and maintained by the Committee or another third party
designated by the Committee.



SECTION 12. Headings. Headings are given to the Sections and subsections of this
Award Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed
in any way material or relevant to the construction or interpretation of this Award Agreement or
any provision thereof.



SECTION 13. Beneficiary Designation. By executing and returning a Beneficiary
Designation Form, Recipient may designate a beneficiary to receive payment in connection with the
Award in the event of Recipient’s death while in service with the Company or an Affiliate. If
Recipient does not designate a beneficiary or if Recipient’s designated beneficiary does not
survive Recipient, then Recipient’s beneficiary will be Recipient’s estate. Any Beneficiary
designation must be made on a form approved by the committee and is effective only upon receipt by
the Committee.



 


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SECTION 14. Amendment of this Award Agreement. The Committee may waive any
conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate
this Award Agreement prospectively or retroactively; provided, however, that any
such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that
would materially and adversely impair Recipient’s rights under this Award Agreement shall not to
that extent be effective without Recipient’s consent. Notwithstanding the preceding sentence, this
Award Agreement and the Restricted Shares shall be subject to the provisions of Section 7 of the Plan, including being subject to amendment by the Company by action of the Board or the
Committee without the consent of Recipient for purposes of maintaining compliance with Section 409A
of the Code.



SECTION 15. Severability. In the event any provision of this Award Agreement shall
be held illegal or invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of the Award Agreement, and the Award Agreement shall be construed and enforced as
if the illegal or invalid provision had not been included. This Award Agreement, together with the
Plan, constitutes the final understanding between Recipient and the Company regarding the Award.
Any prior agreements, commitments or negotiations concerning the Award are superseded. No
statement, representation, warranty, covenant or agreement not expressly set forth in this Award
Agreement shall affect or be used to interpret, change or restrict, the express terms and
provisions of this Award Agreement; provided, however, that in any event this Award Agreement shall
be subject to and governed by the Plan.



SECTION 16. Counterparts. This Award Agreement may be signed in counterparts, each
of which shall be an original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.



[signatures on next page]






 


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IN WITNESS WHEREOF, the parties have duly executed this Award Agreement as of the date first
written above.




	 	 	 	 	 	 	 	 	 
	 	 	RECIPIENT:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 

	 	 	 	 	 	 


	 	 	 	 	 	 	 	 	 
	 	 	PIKE ELECTRIC CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	J. Eric Pike	 	 
	 

	 	 	 	Title:
	 	Chairman, CEO & President