Restricted Share Award Agreement

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 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 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.

(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 D