Free Declaration - District Court of Delaware - Delaware

Case 1:05-cv-00879-SLR Document 5-3 Filed 12/20/2005 Page 1 0f4

Case 1 :O5—cv—OO879-SLR Document 5-3 Filed 12/20/2005 Page 2 of 4
D8/11/05 iezos mx sas usa use PIKE ELECTRIC _ @002
AMENDWWAGREEMFNT (this “e@mt*') dated as otmy 5 ,2005,
between Pike Electric, Inc., ehlozth Caroline corporation (“ ), and Mick J.
Dubeo, an indiviciual domiciled inthe State ofTexas (" ").
WHEREAS Executive and Employer axe party to an Employment Agreement
dated as 0fJu1y 1. 2004 (the ‘ "), and pursuant thereto Executive is
entitled to receive the Multiplier Amount (capitalized teams used but not destined herein have the
I11$3ZD.iH§ assigned thereto in the Employment Agreement}, subjectto the terms and oonditiom
set forth therein; and o
WHEREAS Executive and Employer desire to amend the Employment
Agreement to prevent, in certain the forfeiuue ofthe Mu1tip1i¤n· Amount payable
to Executive under the Employment Agreement;
NOW, THEREFORE, in considezetion ofthe mutual agreements, provisions and
covenenis contained herein, and intaending to be legnllyhound hereby, Executive and Employer
agree as follows:
SECTION 1.01. This Agreement shell be eiective ae of
March 31, 2005.
SECTION 1.02.. The last sentence of paragraph (li) of Section SL02
ofthe Employment Agreement is hereby deleted and the following is substituted therefor:
"Notwithstendiog the foregoing, (i) in the event tbox, prior to the payment
ofany such amount, Employer has tzunineted Executives employment for Cause
(other: than any Cause described in clause (ii) or (vi) of Section 4.0301}) or
Executive has violated his obligations under Section 5.03, 5.05 or 5.06, Employer
shell not make, and Executive shall forfeit all his entitlements to, payment of such
amount and (ii) in the evmr that, prior to the payment of any such amount,
Executive has teeoinaeed his employment for any reason (other than deaxh,
Disability or Good Reason) or Employer has tenninatcd Executive? employment
for any Cause described in clause (ii) o1·(vi) of“Se¤i:ion 4..U3(b) (other than as a
result ofa violation of Section 5.03, 5.05 or 5.05), Employer shaii not make, and
the Exeomzive sho}! not be entitled to receive, payment ofsuoh amount unizil the
fifteenth (1 Sth) annivemsaiy ofthe Closing end, in such event, interest shell accmc
annually on the amount of such payment at the Specified Rate oommexmiog on the
date such payment would otherwise havebeen payable under this Section 2.02(b).
For purposes of this Agreement, ‘*Spe¤ified Rate" shall mean, with respect to each
such payment, an annual interest mt: equal to the sum of (E) the interpoluzed yield
on at 15-year Treasury security as ofthe date on which such payment would
otherwise have been payable under this Section 2.02(b), (ii) the Applicable
Margin for Eurodoiiar Rate Tmnche B Term Loans (within the meming ofthe
Amended and Restated Credit Agreement among Employer, Barclays Bank PLLTL,
as A.dmi.mlst1·ativo Agent, and the other parties thereto dated as of July l, 2004) as
of such date and {iii) 035%.**

"_W__#_____v________________“g;a§§_1_$;g§;_Qy;g(g;_Zg._I=_B_L_L_>mqg;;4Lr;1_ygynyt*E§_¢3. .,....
U8!11/{15 15:::0 FAX :1:16 719 7453 PIKE Euzcmtc @0os ,_,,,_, mw
SECFION 1.03. Exccunvo sbnll not assign, pledge, h othoca
*¤°'~‘mb°1' °T ¤*h°FWi$¢ ¤'¤¤$f¤1’ 8H ¤¤` R11.? p0¤i¤¤. 0fE-X¤<¤¤ivc°s right to rcccivc tg; Multiggm `
Am¤¤—¤!. md any attempt by Executive to do so shall bc null and void.
SECTION 1-04- This Agrccmout is personal to
Exwuiivc and shall not be assignablo by Exocutivo. The parties agree that any attempt by
Eztccunvc to delegate Exccutivds duties borcundcz shalt bo null and void. Employer may assign
this Agrccmcnt and its rights and obligations thereunder, in wholc orin part, to any person that ia
an afnliata, or a sucawsor in interest to substantially all the business or assets, ofErnployor.
Upon auch assignment, thc rights and obligations of Employer hcrcundcrslzail bcoomc thc rights
and obligations ofsuoh a§liatc or swcccssm- person or cntity. This Agreement shalt bc binding
upon and shot} immc to thcbcnoiit ofthe nucccssors and assigns o£'BmpIoycr and thc personal
and legal rcprcscntntivcs, cxccutors, adminiatmors, successors, distributccs, dcvisccs and
icgatccs oflixccutivo. Executive acknowledges and agrcns that all Exccutivefs covenants and
obligations to Employcr, as wall as thc rights ofErnployc¤· under this Agrcmzcnt, shall mn in
favor of and shall bc enforceable by Employcr, its ofiiiiatcs andthcir succmsors and assigns.
SECTION 1.05. This Agoumont contains rho entire
of thc Executive, on thc ono hand, and Employer and its aiiiliatcs, on the other
hand, with respect to tho subject matter harem] and all oral or written ag:rom;¤ozor.=.: or
rcprcscnwnons, express or implied, with respect to tho subject matter hereof arc sct forth in this
Agrccmcnt.
SECTION 1.06. This Agreement may not bc altered, modified or
amcndod cxccpt by written instrument signed by both parties hereto.
SECTION 1.07. itu -:11 ; · ..=W' is - - =. hu •·¤¢•. · ' 'r ` re: v -1: r =. THIS
Agmxmcnt shall bc governed by and ccmstxtwd in awordanoo with th: intcznm laws of thc State
¤fDcIawa:c applicalmlc to agrocmcnts mario and to be performed ontiroly within such State,
without regard to thc conflicts of Iaw principles of such State. Each party irrevocably submits to
thc cxclusivc jurisdiction of (i) thc courts. oftho State of Delaware m1d(ii) fm: United Stains
District Court for thc District ofbclawarc. Each party agrcc to commcnoc any such action, soit
orprocccding cithcrin The United Status District Court for thc District of Dcinwarc, or if such
suit, action or other proceeding may not bo brought in such court for jurisdiction reasons, in the
courts ofthe Stato ofDoln.war¢. Each party irrevocably and uuconditionallyr waives any
objection to thc laying of vcnuc ofany action., suit or procccding arising out ofthia Agreement or
thc tmnsnotions contcmpintcd hereby in (i) tho courts of thc State of Delaware and (ii) thc Unitcd
States District Court for the District ofDo1awaro, and hereby and thcroby fmthcr irrcvooably and
unconditionally waivcs and agroas not in pkmd or claim in any such court that any such action,
suit or proceeding brought in any such court has boon brought in an inconvcnicnt forum. Eatzh
pany hcrcby waives, to the iixllcst oxtont pcrmittnd by applicant: low, any right it may have to a
trial blfjlny with rcspcct to any litigation directly or indirectly arising out ot} under or in
_ connoctzion with this Agrccrnont or any transaction contemplated hereby.
SECTION 1.08. This Agccmcnt may bo signed in counterparts,
oooh ofwhich shall hc an original, with thc samc ctfcot as ifthc signatures thereto and hcrcto
were upon. thc same: isnsuwnncnt.

Case 1 :05-cv-00879-SLR Document 5-3 Filed 12/20/2005 Page 4 0f 4
uaxuxus 15:10 mx sas ua usa pm: mzcmxc Enum
IN WITNESS 'WHEREOF, Qhc parties have duly executed this Agrcmmuut as of
the date Erst w·rit1zn above.
PIKE ELECTRIC, INC-,
“’” W · 4
• } "
JL Erin Pikc
President and Chi¤fEx¢cmiv¤ OHic¤r
MER 1.1 DUBHA,

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