S-8

As filed with the Securities and Exchange Commission on May 9, 2008.

File No. 333-          

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Pike Electric Corporation

(Exact Name of Issuer as Specified in its Charter)

Delaware	20-3112047
(State or other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification Number

100 Pike Way
Mt. Airy, North Carolina 27030
(336) 789-2171
(Address, including zip code, and telephone number of Principal Executive Offices)

Pike Electric Corporation 2008 Omnibus Incentive Compensation Plan

(Full Title of the Plan)

James R. Fox
Vice President & General Counsel
Pike Electric Corporation
100 Pike Way, P.O. Box 868
Mt. Airy, North Carolina 27030
(336) 789-2171
(Name, address, including zip code, and telephone number, including
area code, of agent for service)

Copy to:
Sean M. Jones
Kennedy Covington Lobdell & Hickman, L.L.P.
214 N. Tryon Street, 47th Flr
Charlotte, NC 28202
(704) 331-7400

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $.001 par value	2,500,000 shares (1)	$15.36 (2)	$38,400,000 (2)	$1,510

(1)	In accordance with Rule 416 of the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities offered or issued under the 2008 Omnibus Incentive Compensation Plan in accordance with its terms to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) on the basis of $15.36 per share, the average of the high and low prices for the Common Stock on May 8, 2008 as reported in the New York Stock Exchange.

TABLE OF CONTENTS

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
	Item 1. Plan Information.
	Item 2. Registrant Information and Employee Plan Annual Information.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference.
	Item 4. Description of Securities.
	Item 5. Interests of Named Experts and Counsel.
	Item 6. Indemnification of Directors and Officers.
	Item 7. Exemption from Registration Claimed.
	Item 8. Exhibits.
	Item 9. Undertakings.
SIGNATURES
EX-4.4 FORM OF STOCK OPTION AWARD AGREEMENT
EX-4.5 FORM OF RESTRICTED STOCK AWARD AGREEMENT
EX-5.1 OPINION OF KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P
EX-23.1 CONSENT OF ERNST & YOUNG LLP

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

     The information required by this Item is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 (the “Securities Act”) and the Note to Part I of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information.

     The information required by this Item is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents previously filed by Pike Electric Corporation (the “Corporation”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein and shall be deemed a part hereof:

(a)	The Corporation’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007;
(b)	The Corporation’s Quarterly Reports on Form 10-Q for the quarters ended September 30, 2007, December 31, 2007 and March 31, 2008;
(c)	The Corporation’s Current Reports on Form 8-K filed with the Commission on August 3, 2007, September 11, 2007, September 27, 2007 and December 11, 2007; and
(d)	The description of the Corporation’s Common Stock contained in the Corporation’s Registration Statement filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act’), including any amendment or report filed for the purpose of updating such description.

     All reports and other documents filed by the Corporation pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, are deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents.

     Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequent filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

     Not applicable.

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Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145(a) of the Delaware General Corporation Law (the “DGCL”) provides in relevant part that a corporation may indemnify any officer or director who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

     Section 145(b) of the DGCL provides in relevant part that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

     Our certificate of incorporation and bylaws provide that we shall indemnify our directors and officers to the fullest extent permitted by law. We are also expressly authorized to carry directors’ and officers’ insurance providing indemnification for our directors, officers and certain employees and agents for some liabilities.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     Reference is made to the attached Exhibit Index, which is incorporated herein by reference.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

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(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions of the Delaware General Corporation Law, the Registrant’s Restated Charter or Bylaws, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mt. Airy, State of North Carolina, on May 9, 2008.

PIKE ELECTRIC CORPORATION
By:	/s/ James R. Fox
	James R. Fox Vice President & General Counsel

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ J. Eric Pike J. Eric Pike	Chairman, CEO and President (Principal Executive Officer)	May 9, 2008
/s/ Anthony K. Slater Anthony K. Slater	Chief Financial Officer (Principal Financial Officer)	May 9, 2008
/s/ Gary D. Waldman Gary D. Waldman	Controller and Chief Accounting Officer (Principal Accounting Officer)	May 9, 2008
/s/ Charles E. Bayless Charles E. Bayless	Director	May 9, 2008
/s/ Adam P. Godfrey Adam P. Godfrey	Director	May 9, 2008
/s/ James R. Helvey III James R. Helvey III	Director	May 9, 2008
/s/ Robert D. Lindsay Robert D. Lindsay	Director	May 9, 2008
/s/ Daniel J. Sullivan Daniel J. Sullivan	Director	May 9, 2008
/s/ Louis F. Terhar Louis F. Terhar	Director	May 9, 2008

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

EXHIBITS
Item 8

FORM S-8
REGISTRATION STATEMENT

PIKE ELECTRIC CORPORATION
Commission File Number 001-32582

EXHIBIT INDEX

Exhibit
Number	Description
4.1	Certificate of Incorporation of Pike Electric Corporation (incorporated by reference to Exhibit 3.1 of the Corporation’s Registration Statement on Form S-1 (Registrant No. 333-124117 (the “Registration Statement”))
4.2	Bylaws of Pike Electric Corporation (incorporated by reference to Exhibit 3.3 to the Registration Statement)
4.3	Pike Electric 2008 Omnibus Incentive Compensation Plan (incorporated by reference to Appendix A-1 to the Corporation’s 2007 Proxy Statement filed October 25, 2007) (“2008 Omnibus Plan”)
4.4	Form of Stock Option Award Agreement for 2008 Omnibus Plan
4.5	Form of Restricted Stock Award Agreement for 2008 Omnibus Plan
5.1	Opinion of Kennedy Covington Lobdell & Hickman, L.L.P.
23.1	Consent of Ernst & Young LLP
23.2	Consent of Kennedy Covington Lobdell & Hickman, L.L.P. (contained in Exhibit 5.1), filed herewith

EX-4.4

Exhibit 4.4

PIKE ELECTRIC CORPORATION
Option Award Agreement
for 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 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 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 that is not a Saturday, a Sunday or a day on which banking institutions are legally permitted to be closed in the City of New York.

     “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) 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).

     “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, and the restrictions set forth in this Award Agreement may lapse, 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 (10) years from the date hereof;

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

          (d) 90 days after the date of termination of Recipient’s Relationship for any reason other than Cause unless such termination results from Recipient’s death or Disability or 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 180 days after the date of termination of Recipient’s Relationship.

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

Vesting Date Percentage of Award
Vested on Vesting Date
(%) Number of Shares Subject
to Option Vesting on
Vesting Date
(#)

          (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

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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. The notice shall be signed by Recipient or any other person then entitled to exercise the Option. Upon exercise and full payment of the Exercise Price for Shares with respect to which the Option is thereby exercised, the Company shall deliver to Recipient or Recipient’s legal representative such Shares for which Recipient has exercised and paid.

     SECTION 5. 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 Shares subject to an Option awarded under this Award Agreement, including any payments or benefits related thereto, shall terminate upon the termination of Recipient’s Relationship; provided, however, that the termination of Recipient’s Relationship as a result of Recipient’s death or Disability shall automatically accelerate the vesting of the Option in full, and the Option shall be exercisable as set forth in Section 4 above as to the full number of Shares subject to the Option until the first to occur of the events set forth in Section 3 above.

     SECTION 6. No Rights as a Stockholder. Prior to the Vesting Date of Shares covered by the Option and Recipient’s exercise of his or her right to purchase such Shares, Recipient shall not be entitled to exercise any voting rights with respect to such Shares and shall not be entitled to receive dividends or other distributions with respect thereto.

     SECTION 7. Non-Transferability of Option. Unless otherwise provided by the Committee in its discretion, all or any portion of an Option 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 an Option in violation of the provisions of this Section 7 and Section 9(a) of the Plan shall be void.

     SECTION 8. Withholding, Consents and Legends.

          (a) Withholding. The delivery of Shares pursuant to Section 4(b) 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 Agreement.

          (b) Consents. Recipient’s rights in respect of an Option 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 (including, without limitation, Recipient’s 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).

          (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 9. 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.

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     SECTION 10. 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 11. 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 11(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 of Recipient 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 11, 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).

     SECTION 12. Notice. 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:

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If to the Company:	Pike Electric Corporation 100 Pike Way Mt. Airy, NC 27030
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.

     SECTION 13. 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 14. No Employment. Nothing contained in this Award Agreement shall confer, intend to confer or imply 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 limit 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 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 foregoing, this Award Agreement and the Option 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. 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 follow page]

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     IN WITNESS WHEREOF, the parties have duly executed this Award Agreement as of the date first written above.

RECIPIENT:

COMPANY:

PIKE ELECTRIC CORPORATION

By:

Name:

Title:

EX-4.5

Exhibit 4.5

PIKE ELECTRIC CORPORATION
Restricted Share Award Agreement
for 2008 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] (“Recipient”) pursuant to the Pike Electric Corporation 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 that is not a Saturday, a Sunday or a day on which banking institutions are legally permitted to be closed in the City of New York.

     “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) 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).

     “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 4(a) of this Award Agreement.

     SECTION 3. Term of Restricted Shares. Any unvested Restricted Shares, and Recipient’s right to such unvested Restricted Shares, shall terminate when the first of the following occurs:

          (a) the termination of this Agreement and the Restricted Shares pursuant to Section 7 of the Plan,

          (b) the expiration of ten (10) years from the date hereof,

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

          (d) 90 days after the date of termination of Recipient’s Relationship for any reason other than Cause unless such termination results from Recipient’s death or Disability or 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 Restricted Shares shall terminate 180 days after the date of termination of Recipient’s Relationship.

     SECTION 4. Vesting and Exercise.

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

Vesting Date Percentage of Award
Vested on Vesting Date
(%) Number of Restricted
Shares Vesting on
Vesting Date
(#)

          (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

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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 5. 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 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 the termination of Recipient’s Relationship as a result of Recipient’s death or Disability shall automatically accelerate the vesting of any unvested Restricted Shares in full.

     SECTION 6. 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 7. 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 7 and Section 9(a) of the Plan shall be void.

     SECTION 8. Withholding, Consents and Legends.

          (a) Withholding. The delivery of Shares pursuant to Section 4(b) 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 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 (including, without limitation, Recipient’s 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).

          (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 9. 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 10. 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.

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     SECTION 11. 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 11(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 of Recipient 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 11, 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).

     SECTION 12. Notice. 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
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.

     SECTION 13. 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

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material or relevant to the construction or interpretation of this Award Agreement or any provision thereof.

     SECTION 14. No Employment. Nothing contained in this Award Agreement shall confer, intend to confer or imply 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 limit 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 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 foregoing, 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. 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 follow page]

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     IN WITNESS WHEREOF, the parties have duly executed this Award Agreement as of the date first written above.

RECIPIENT:

COMPANY:

PIKE ELECTRIC CORPORATION

By:

Name:

Title:

EX-5.1

Exhibit 5.1

[Letterhead of Kennedy Covington Lobdell & Hickman L.L.P]

May 9, 2008

Pike Electric Corporation
100 Pike Way, P.O. Box 868
Mt. Airy, North Carolina 27030

Ladies and Gentlemen:

     You have requested our opinion in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 2,500,000 shares of the $0.001 par value Common Stock (the “Common Stock”) of Pike Electric Corporation (the “Corporation”), a Delaware corporation, by the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by you with the Securities and Exchange Commission in connection with the issuance of 2,500,000 shares under the Pike Electric Corporation 2008 Omnibus Incentive Compensation Plan (the “Plan”).

     We have made such investigations of law, examined original copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments, and received such statements from officers and representatives of the Corporation, as we have deemed necessary for purposes of this opinion. The opinions set forth herein are limited to matters governed by the Delaware General Corporation Law and the federal laws of the United States.

     Based on the foregoing, we are of the opinion that the 2,500,000 shares of the Common Stock covered by the Registration Statement have been duly and validly authorized and, when, and if, issued pursuant to the terms of the Plan will be validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

/s/ Kennedy Covington Lobdell & Hickman, L.L.P.

KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 2008 Omnibus Incentive Compensation Plan of Pike Electric Corporation of our report dated August 29, 2007, with respect to the consolidated financial statements and schedule of Pike Electric Corporation included in its Annual Report (Form 10-K) for the year ended June 30, 2007, and the effectiveness of internal control over financial reporting of Pike Electric Corporation filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP
Ernst & Young LLP
Greensboro, North Carolina
May 9, 2008