PIKE ELECTRIC CORPORATION Option Award Agreement for [2005 / 2008] Omnibus Incentive Compensation Plan

Exhibit 10.11

PIKE ELECTRIC CORPORATION
Option Award Agreement
for [2005 / 2008] Omnibus Incentive Compensation Plan

THIS OPTION AWARD AGREEMENT (this “ Award Agreement ”) is entered into as of [Date] by and between Pike Electric Corporation, a Delaware corporation (the “ Company ”), and [Employee] (“ 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 the award of an option to purchase shares of the Company’s Common Stock, $0.001 par value (“ Share ”).

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

SECTION 1. Grant of Option . The Company hereby grants to Recipient the right (the “ Option ”) to purchase up to a maximum of [Number] Shares, at an exercise price of $ [          .          ] per Share (the “ Exercise Price ”). The Option and the right to purchase all or any portion of the Shares covered by the Option 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 employment or other agreement will govern. The Option is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

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 agreement) 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) alcohol or substance abuse by Recipient, 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 the Recipient’s death or Disability, after the attainment of age 59 ¹ / 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 Option subject to this Award Agreement may become fully vested as provided in Section 4(a) of this Award Agreement.

SECTION 3. Term of Option . The Option, and Recipient’s right to exercise the Option, shall terminate when the first of the following occurs:

(a) the termination of this Agreement and the Option pursuant to Section 7 of the Plan;

(b) the expiration of ten years from the date hereof;

(c) the date of termination of Recipient’s Relationship for Cause;

(d) one year after the date of termination of Recipient’s Relationship due to Recipient’s Retirement; or

(e) 90 days after the date of termination of Recipient’s Relationship for any reason other than Cause or Retirement, unless (i) such termination results from Recipient’s death or Disability or (ii) Recipient dies within 90 days after the date of termination of Recipient’s Relationship with the Company, in which case this Award Agreement and the Option shall terminate at the expiration of ten years from the date hereof.

SECTION 4. Vesting and Exercise .

(a)  Vesting . On each Vesting Date set forth below, Recipient’s rights with respect to the number of Shares subject to the Option that corresponds to such Vesting Date, as specified in the chart below, shall become vested and may be exercised, 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 5 below or in an employment or other agreement between Recipient and the Company or an Affiliate.

(b)  Exercise of Option . An Option, to the extent vested, may be exercised, in whole or in part (but for the purchase of whole Shares only), by delivery to the Company (i) of a written or electronic notice, complying with the applicable procedures established by the Committee or the Company, stating the number of Shares with respect to which the Option is thereby exercised and (ii) full payment of the aggregate Exercise Price for the Shares with respect to which the Option is thereby exercised in accordance with Section 6(b) of the Plan. Shares issued upon exercise of the Option shall be issued solely in the name of the person exercising the Option. The notice shall be signed by Recipient or any other person then entitled to exercise the Option. In the event the Option is exercised by any person other than the Recipient, such notice shall be accompanied by appropria