INDEMNIFICATION
AGREEMENT
This Indemnification Agreement (this
“Agreement”), dated as of
, is made by and between Pike Electric Corporation, a Delaware
corporation (the “Company”) and
(the “Indemnitee”).
WHEREAS, the Indemnitee is a member of the
Company’s Board of Directors (the “Board”) and,
as a member of the Board, performs a valuable service for the
Company;
WHEREAS, it is important that the Company retain
and attract qualified and capable individuals to serve on the
Board;
WHEREAS, the Company and the Indemnitee
understand the risks of litigation and other legal proceedings
currently facing directors of public corporations and the related
exposure of directors to liability for the expenses associated with
such litigation and other legal proceedings;
WHEREAS, the Company’s by-laws (the
“Bylaws”) provide for the indemnification of the
Company’s directors and provide that any rights to such
indemnification are non-exclusive to any other rights to which the
Company’s directors may be entitled under any
agreement;
WHEREAS, Section 145 of the Delaware
General Corporation Law (the “DGCL”) under which the
Company is organized, empowers the Company to indemnify its
directors by agreement and to indemnify persons who serve, at the
request of the Company, as the directors or agents of other
corporations or enterprises, and expressly provides that the
indemnification provided by Section 145 is not
exclusive;
WHEREAS, the parties have determined that
contractual indemnification as set forth herein is reasonable and
prudent and that such indemnification promotes stability on the
Board, and therefore promotes the best interests of the Company and
its stockholders;
WHEREAS, the Company desires that the Indemnitee
serve or continue to serve as a director of the Company free from
undue concern for damages and expenses arising out of or related to
such services to the Company; and
WHEREAS, the Indemnitee is willing to serve,
continue to serve or to provide additional service for or on behalf
of the Company on the condition that he or she is furnished the
indemnity and right to advancement of expenses provided for
herein.
NOW, THEREFORE, in consideration of the above
premises and of director’s continued service as a member of
the Board, the parties hereto agree as follows:
(a) Subject to the limitations set forth in
this Agreement, the Company shall indemnify and hold harmless, to
the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, the Indemnitee if the
Indemnitee was or is made or is threatened to be made a party to or
is otherwise involved in any pending, threatened or completed
action, suit, arbitration, alternative dispute resolution
proceeding, investigation, administrative hearing, or other
proceeding, whether by or in the right of the Employer, any other
Company, or any other person or entity, whether civil, criminal,
administrative or investigative (a “Proceeding”) by
reason of the fact that the Indemnitee is or was a director of the
Company or is or was serving at the request of the Company as a
director of another company or of a partnership, joint venture,
trust, nonprofit entity, or other enterprise, including service
with respect to employee benefit plans, against all liability and
loss suffered and expenses (including attorneys’ fees)
reasonably incurred by the Indemnitee or on behalf of the
Indemnitee.
(b) The indemnification provided by this
Section 1 shall include all expenses (including
attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the Indemnitee or on
the Indemnitee’s behalf in connection with any Proceeding and
any appeal therefrom, provided however, that the Indemnitee acted
in good faith and in a manner the Indemnitee reasonably believed to
be in or not opposed to the best interests of the Company, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe the Indemnitee’s conduct was
unlawful.
(c) The termination of any Proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the Indemnitee did not act in good faith and in a
manner which the Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, had reasonable cause to believe
that the Indemnitee’s conduct was unlawful.
2. Advancement of Expenses .
Subject to the limitations set forth in this Agreement, the Company
shall pay the expenses (including reasonable attorneys’ fees)
incurred by the Indemnitee in defending any Proceeding in advance
of its final disposition, provided, however, that such advancement
of expenses shall be made only upon receipt of an undertaking by
the Indemnitee, substantially in a form approved by the Company, to
repay all amounts advanced if it shall ultimately be determined
that the Indemnitee is not entitled to be indemnified
therefor.
3. Repayment of Expenses . The
Indemnitee agrees to reimburse the Company for all reasonable
expenses advanced under Section 2 in the event and only to the
extent it shall ultimately be determined by a final adjudication
that the Indemnitee is not entitled to be indemnified by the
Company for such expenses.
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4. Claims
for Indemnification or Advancement; Determination of
Eligibility.
(a) Any claim by the Indemnitee for
indemnification or advancement of expenses under this Agreement
shall be made in a writing delivered to the Company, setting forth
in reasonable detail the basis for such indemnification or
advancement and the amount requested, and accompanied by
appropriate documentation to support the amount so requested (or,
in the case of advancement of e
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