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:

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

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.

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:

Award Level Funded

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