Exhibit 10.12





Exhibit 10.12




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 [Employee] (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 or an Affiliate as an employee, officer,
director or consultant thereof (as applicable, 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 employment or 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.




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




“Retirement” means termination of employment with the Company and its
Affiliates, other than for Cause or due to Recipient’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).




“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 an employment
or other agreement between Recipient and the Company or an Affiliate.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	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]	 





 


2









 





(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 an employment or 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 Retirement, death or Disability, any
unvested Restricted Shares shall become fully vested as of the date of such Retirement, death or
Disability.



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. Withholding, Consents and Legends.



(a) Withholding. The delivery of Shares pursuant to Section 3(b) of this Award
Agreement is conditioned on satisfaction of any applicable withholding taxes in accordance with
Section 9(d) of the Plan. If the Company does not withhold or deduct any amounts for taxes,
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.


 


3









 





(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).


 


4









 






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. No Employment. Nothing contained in this Award Agreement confers, intends
to confer or implies any rights to an employment or other relationship or rights to a continued
employment or other relationship with the Company or its Affiliates in favor of Recipient or limits
the ability of the Company or its Affiliates to terminate, with or without cause, in its sole and
absolute discretion, the Relationship with Recipient, subject to the terms of any written
employment or other agreement between Recipient and the Company or an Affiliate.



SECTION 14. 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.


 


5









 





SECTION 15. 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 16. 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 17. 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]



 


6









 





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