**Exhibit 10.4**

**AMENDED AND RESTATED**

**EMPLOYMENT AGREEMENT**

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of December 18, 2008 between Frank C. Guido (the“Executive”), NTELOS Inc., a Virginia corporation, and NTELOS Holdings Corp., a Delaware corporation (“Holdings”) (and collectively with NTELOS, Inc., the “Company”) recites and provides as follows: 

WHEREAS, the Company considers it essential to the best interests of its shareholders to foster the continuing employment of its key managementpersonnel; and 

WHEREAS, the Board of Directors of the Company (the “Board”) expects that the Executive will continue tomake substantial contributions to the growth and prospects of the Company; and 

WHEREAS, the Company and the Executive previously enteredinto an employment agreement dated as of January 1, 2008; and 

WHEREAS, the Company and the Executive now desire to amend and restatesuch prior employment agreement; and 

WHEREAS, the parties intend this Agreement to supersede the prior employment agreement and any otherprior agreements or undertakings among the parties with respect to the subject matter contained herein; and 

WHEREAS, the Executive willcontinue to serve the Company in reliance upon the undertakings of the Company contained herein. 

NOW, THEREFORE, in consideration of theforegoing premises and the mutual covenants herein, the receipt and sufficiency of which are hereby acknowledged by each of the parties, NTELOS Inc., Holdings and the Executive agree as follows: 

1. **Employment.**

(a) Position. On the terms and subject to the conditions set forth herein, the Company agrees to employ the Executive as Executive Vice President until December 31, 2008; beginning January 1, 2009 and continuing throughoutthe remainder of the Employment Term (as defined below), the Company agrees to employ the Executive as Executive Vice President, President—Wireless. At the request of the Board and without additional compensation, the Executive shall also serveas an officer and/or director of any or all of the subsidiaries of the Company. 

(b) Duties and Responsibilities. TheExecutive shall have such duties and responsibilities that are consistent with the Executive’s position as the Board determines and shall perform such duties and carry out such responsibilities to the best of the Executive’s 

ability for the purpose of advancing the business of the Company and its subsidiaries. Subject to the provisions of Section 1(c) below, during theEmployment Term the Executive shall devote the Executive’s full business time, skill and attention to the business of the Company and its subsidiaries, and, except as specifically approved by the Board, shall not engage in any other businessactivity or have any other business affiliation. 

(c) Other Activities. Anything in this Agreement to the contrarynotwithstanding, as part of the Executive’s business efforts and duties on behalf of the Company, the Executive may participate fully in social, charitable and civic activities, and, if specifically approved by the Board, the Executive mayserve on the boards of directors of other companies, *provided* that such activities do not unreasonably interfere with the performance of and do not involve a conflict of interest with the Executive’s duties or responsibilities hereunder.

2. **Employment Term.**The “Employment Term” hereunder shall continue in full force and effect until May 2, 2010unless terminated earlier pursuant to the terms and conditions of this Agreement. The Employment Term will renew hereunder automatically for successive one-year periods unless either party gives written notice to the other not less than six(6) months prior to the end of Employment Term hereof (or any subsequent anniversary, as the case may be) that such party does not wish the Employment Term to be so extended, and under such circumstances, the Employment Term and this Agreementwill terminate by its terms, and without liability to either party, on May 2, 2010 (or such subsequent anniversary, as the case may be). Notwithstanding the foregoing, upon the occurrence of a “Change in Control” (as such term isdefined in Section 4(e)(iv)), the Employment Term shall be automatically extended so that the Employment Term will not expire until the date which is 24 months from the date of a Change in Control, subject to automatic renewal, as describedabove. 

3. **Compensation.**During the Employment Term, the Company will pay and/or otherwise provide the Executive withcompensation and related benefits as follows: 

(a) Base Salary. The Company agrees to pay the Executive, for servicesrendered hereunder, an initial base salary at the annual rate of $255,000 (the “Base Salary”). Base Salary will be reviewed annually throughout the Employment Term by the Compensation Committee of the Board. Notwithstanding anythingin this Agreement to the contrary, the Company may reduce the Executive’s Base Salary by up to 10% during the Employment Term, but only as part of a salary reduction program pursuant to which the Base Salaries of the Chief Executive Officer,the President and Chief Operating Officer, all Executive Vice Presidents and all Senior Vice Presidents are reduced by the same percentage at the same time and for the same period of time. The Base Salary shall be payable in equal periodicinstallments, not less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law. The Base Salary for any partial year shall be prorated based upon the number of days elapsed in suchyear. 

(b) Stock-Based Incentive Compensation. The Executive shall be eligible to participate in the Company’sstock-based incentive compensation plan pursuant to its terms (“Stock-Based Incentive Payment”). 

 

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(c) Team Incentive Plan. The Executive shall be eligible to participate in theCompany’s team incentive plan with an annual incentive target of sixty percent (60%) of Base Salary (“Incentive Payment”), subject to achievement of such program’s objectives and final approval of the Board.Notwithstanding the foregoing or the terms of the team incentive plan, the full Incentive Payment the Executive is eligible to receive under the team incentive plan based on objective performance factors must be paid and cannot be reduced oreliminated as a result of individual performance factors other than as a result of a good faith determination by the Board. The Incentive Payment, if any, shall be payable on or before the March 15 immediately following the end of the year inwhich the Incentive Payment vests and is no longer subject to a substantial risk of forfeiture within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”). 

(d) Benefits. During the Employment Term (and thereafter to the extent expressly provided herein), the Executive shall be entitledto participate in all of the Company’s employee benefit plans applicable to the Company’s comparable senior executives according to the terms of those plans. In addition to the foregoing compensation, the Company agrees that during theEmployment Term it shall provide to the Executive a monthly automobile allowance pursuant to Company policy payable in equal periodic installments, not less frequently than monthly, less any sums which may be required to be deducted or withheldunder applicable provisions of law. 

(e) Vacation. The Executive shall be entitled to a minimum of four weeks ofvacation annually, during which time the Executive shall receive compensation in accordance with the terms of this Agreement. 

(f) Term Life Insurance. During the Employment Term, and in addition to any other benefits to which Executive shall be entitled, the Company agrees to pay the premiums on a term life insurance contract covering the Executive thatpays a death benefit of at least $549,000. The Company in its discretion shall select the term life insurance contract on which it will pay the premiums; but, the Executive shall be the owner of such contract and will be or will designate thebeneficiary of such contract. The Company (i) will include and report such premium payments in the Executive’s taxable income to the extent required under applicable law and (ii) also will pay to the Executive an additional payment inan amount such that after payment by the Executive of all taxes imposed on the additional payment, the Executive retains an amount of the additional payment equal to the taxes imposed upon the Executive with respect to the Company’s payment ofthe premiums on the term life insurance contract. The amount of the additional payment shall be determined based on the Executive’s likely effective rates of federal, state and local income taxation for the calendar year in which the additionalpayment is to be made, net of the likely reduction in federal income taxes that is obtained from any deduction of state and local taxes. Such premium payments and additional payments for taxes shall be paid on or before March 15 immediatelyfollowing the year for which the term life insurance contract was in place. Executive agrees, for purposes of calculating the amount of the additional payment, to provide the Company such information as the Company may reasonably request todetermine the amount of the additional payment and to cooperate with the Company in good faith in order to effectively make such determination. The 

 

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Company shall hold all such information secret and confidential and shall not, without the prior written consent of the Executive or as otherwise may berequired by law or legal process, communicate or divulge such information to anyone other than the Company and those in need of such information for purposes of determining the amount of the additional payment. Notwithstanding any other provision ofthis Agreement, in the event the term life insurance contract described herein extends beyond the termination of Executive’s employment with the Company, the Executive, and not the Company, shall be obligated to pay the premiums on such termlife insurance contract accruing after the Executive’s termination of employment with the Company. Notwithstanding any other provision of this Agreement, if the Company’s preferred insurance providers, for whatever reason, are unwilling toinsure the Executive on commercially reasonable terms, the Company will pay to the Executive an annual amount equal to the average life insurance premium paid to insure other Executives on a prorated cost per thousand basis in lieu of the term lifeinsurance described in this paragraph. 

4. **Termination of Employment.**

(a) By the Company For Cause. The Company may terminate the Executive’s employment under this Agreement at any time for Cause(as defined in Section 4(e)) and shall provide written notice of termination to the Executive (which notice shall specify in reasonable detail the basis upon which such termination is made). Notwithstanding the foregoing, in no event, shall anytermination of employment be deemed for Cause unless the Executive’s employment is terminated within 180 days of when the Company learns of the act or conduct that constitutes Cause and the Chief Executive Officer of the Company or the Board ofDirectors concludes that the situation warrants a determination that the Executive’s employment terminated for Cause. In the event the Executive’s employment is terminated for Cause, all provisions of this Agreement (other than Sections 5through 15 hereof) and the Employment Term shall be terminated; *provided, however,* that such termination shall not divest the Executive of any previously vested benefit or right unless the terms of such vested benefit or right specificallyrequire such divestiture where the Executive’s employment is terminated for Cause. In addition, the Executive shall be entitled to payment of the Executive’s earned and unpaid Base Salary to the date of termination payable as set forthabove. The Executive also shall be entitled to unreimbursed business and entertainment expenses in accordance with the Company’s policy (payable within 30 days of the date of termination), and unreimbursed medical, dental and other employeebenefit expenses incurred in accordance with the Company’s employee benefit plans (the payments and benefits described in this subsection (a) herein after referred to as the “Standard Termination Payments”). 

(b) Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights orbenefits arising as a result of such death) and the Employment Term shall be automatically terminated; *provided, however,* that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard TerminationPayments shall be paid to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiaryor beneficiaries as properly designated in writing by the Executive. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of 

 

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physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregatingsix months within any 12 consecutive months, the Company may terminate this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder duringsaid time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)) and the Standard Termination Payments (as set forthabove). The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall beequal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before andincluding the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employment. 

(c) By the Company Without Cause. 

(i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not beconsidered a termination without Cause), and other than by reason of the Executive’s death or disability. The Company shall provide written notice of termination to the Executive, which notice shall specify the effective date of suchtermination and that the termination is without Cause (the “Termination Date”). If the Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shallcontinue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder. Thereafter, conditioned upon the Executive executingand not revoking a general release in favor of the Company, the Board and their affiliates, in a form mutually acceptable to both parties hereto, before the 60th day after termination of the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c). Under such circumstances, subject to Section 19 below, the Companyshall pay the Executive an amount equal to fifty percent (50%) of the Executive’s Base Salary for a period of twenty-four (24) months (the “Termination Period”), in such periodic installments as were being paidimmediately prior to the Termination Date, with a lump sum payment on the 60th day after termination of the Executive’s employment equal to thepayments the Executive would have received had the payments commenced immediately following termination of the Executive’s employment and subsequent installments in equal periodic installments thereafter, not less frequently than monthly, lessany sums which may be required to be deducted or withheld under applicable provisions of law. 

(ii) Subject to Section 19 below, the Company shall pay the Executive a lump sum on the 60th day aftertermination of the Executive’s employment, determined on a net present value basis, using a reasonable discount rate determined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multipliedby a fraction, the numerator of which is the number of months in the Termination Period and the denominator of which is 12. 

 

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(iii) The Company shall also be obligated to pay to the Executive the StandardTermination Payments (as set forth above). 

(iv) During the Termination Period, the Executive and the Executive’sdependents will be entitled to continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’sdependents participated on the Executive’s Termination Date with respect to any such plans for which such continued participation is allowed pursuant to applicable law and the terms of the plan. In lieu of coverage for which such continuedparticipation is not allowed, subject to Section 19 below, the Executive will be reimbursed, on a net after-tax basis, no less frequently than monthly, for the cost of individual insurance coverage for the Executive and the Executive’sdependents under a policy or policies that provide benefits (other than disability coverage) not less favorable than the benefits (other than disability coverage) provided under such employee welfare benefit plans. Notwithstanding the foregoing, thecoverage or reimbursements for coverage provided under this subsection (iv) shall cease if the Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan of another employer of the Executive thatprovides the same or similar type of benefits. 

(v) In addition, Executive and the Executive’s dependents will beentitled to receive from the Company, and the Company shall provide to the Executive and the Executive’s dependents, medical benefits not less favorable than and on the same terms and for the same periods as those provided under theCompany’s Postretirement Medical And Life Insurance Benefits Plan, as in effect on the date hereof or the Termination Date, whichever is more favorable to the Executive, regardless of whether the Executive or the Executive’s dependents areotherwise eligible to participate in such plan. The Company, if it chooses, may provide such medical coverage under such Postretirement Medical and Life Insurance Benefits Plan, if the Executive otherwise is eligible thereunder, or in lieu ofmedical coverage under such plan, subject to Section 19 below, the Company may pay for or may procure, no less frequently than monthly, individual insurance coverage for the Executive and the Executive’s dependents under a policy orpolicies that provide medical benefits and terms not less favorable than the medical benefits and terms provided under such Post Retirement Medical And Life Insurance Benefits Plan, as in effect on the date hereof or the Termination Date, whicheveris more favorable to the Executive. 

(d) By the Executive. The Executive may terminate the Executive’semployment, and any further obligations which the Executive may have to perform services on behalf of the Company hereunder at any time after the date hereof; by sending written notice of termination to the Company not less than sixty (60) daysprior to the effective date of such termination. During such sixty (60) day period, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due allcompensation and benefits applicable to the Executive hereunder. Except as provided below, if the Executive shall elect to terminate the Executive’s employment hereunder (other 

 

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than as a result of the Executive’s death or disability), then the Executive shall remain vested in all vested benefits provided for hereunder or underany benefit plan of the Company in which the Executive is a participant and shall be entitled to receive the Standard Termination Payments (as set forth above), but the Company shall have no further obligation to make payments or provide benefits tothe Executive under Section 3 hereof. Anything in this Agreement to the contrary notwithstanding, the termination of the Executive’s employment by the Executive for Good Reason (as defined in Section 4(e)), shall be deemed to be atermination of the Executive’s employment without Cause by the Company for purposes of this Agreement, and the Executive shall be entitled to the payments and benefits set forth in Section 4(c) above, subject to the Executive executing andnot revoking a general release in favor of the Company, the Board and their affiliates, in a form mutually acceptable to both parties hereto, before the 60th day after the termination of Executive’s employment. Notwithstanding the foregoing, in no event shall any termination of employment by the Executive be deemed for Good Reason unless the Executive terminates employment within 180 daysof when the Executive learns of the act or conduct that constitutes Good Reason. 

(e) Definitions. For purposes ofthis Agreement, the following definitions will apply: 

(i) Cause. The term “Cause” means: (i) gross orwillful misconduct; (ii) willful and repeated failure to comply with the lawful directives of the Board or any supervisory personnel; (iii) any criminal act or act of dishonesty or willful misconduct that has a material adverse impact onthe property, operations, business or reputation of the Company or its subsidiaries or any act of fraud, dishonesty or misappropriation involving the Company or its subsidiaries; (iv) any conviction or plea of guilty or nolocontendere to a felony or a crime involving dishonesty; (v) the material breach of the terms of any confidentiality, non-competition, non-solicitation or employment agreement the employee has with the Company or its subsidiaries;(vi) acts of malfeasance or negligence in a matter of material importance to the Company or its subsidiaries; (vii) the material failure to perform the duties and responsibilities of employee’s position after written notice and areasonable opportunity to cure (not to exceed 45 days); (viii) grossly negligent conduct; or (ix) activities materially damaging to the property, operations, business or reputation of the Company or its subsidiaries (it being understoodthat conduct or activities pursuant to employee’s exercise of good faith business judgment shall not be in violation of this Section 4(e)(i)). For purposes of this Agreement, Executive will also be deemed to be terminated for“Cause” if, in connection with the sale, transfer, conveyance or other disposition of all or substantially all of the assets (whether by asset sale, stock sale, merger, combination or otherwise) of one or more of the Company’sMaterial Lines of Business (a “Material Line of Business Sale”), (i) one or more of the purchasers in such Material Line of Business Sale offers employment (the “Employment Offer”) to Executive which EmploymentOffer would not permit Executive to terminate employment pursuant to clauses (i), (ii), (iii), (iv) or (v) of the definition of Good Reason contained herein, (ii) Executive declines such Employment Offer, and (iii) the Companyterminates Executive’s employment within six (6) months of the consummation of the Material Line of Business Sale. 

 

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(ii) Good Reason. “Good Reason” means, after written notice by theExecutive to the Board, and a reasonable opportunity for the Company to cure (not to exceed 45 days), that (i) the Executive’s Base Salary is not paid or is reduced by more than 10 percent in the aggregate or other than as part of a salaryreduction program pursuant to which the Base Salaries of the Chief Executive Officer, all Executive Vice Presidents and all Senior Vice Presidents are reduced by the same percentage at the same time and for the same period of time, (ii) theExecutive’s target Incentive Payment is reduced, (iii) the Executive’s job duties and responsibilities are diminished (additionally, a reduction in the size of the Company as a result of a Sale of a Material Line of Business shall notalone constitute a diminution in the Executive’s job duties and responsibilities and any diminution in the Executive’s job duties and responsibilities after notice of non-renewal of the Employment Term is given by either party shall not beconsidered “Good Reason” hereunder), (iv) the Executive is required to relocate to a facility more than 50 miles from Waynesboro, Virginia, (v) the Executive is not provided benefits *(e.g.,* health insurance) that arecomparable in all material respects to those previously provided to the Executive, (vi) the Executive is directed by the Board or an officer of the Company or an affiliate (or the Company’s successor or an affiliate thereof) to engage inconduct that Company counsel, or mutually agreed upon counsel if requested by the Executive, has advised is likely to be illegal and that such counsel states with specificity why such direction is likely to be illegal (including a proposal formodification of such direction which in counsel’s opinion would not be likely to be illegal), or (vii) the Executive is directed by the Board or an officer of the Company or an affiliate (or the Company’s successor or an affiliatethereof) to refrain from acting and Company counsel, or mutually agreed upon counsel if requested by the Executive, has advised that such failure to act is likely to be illegal and that such counsel states with specificity why such direction islikely to be illegal (including a proposal for modification of such direction which in counsel’s opinion would not be likely to be illegal). If the Executive is directed to engage in conduct that he reasonably believes is likely to be illegalor to refrain from acting and the Executive reasonably believes that such failure to act is likely to be illegal, the Executive can express such reservations to the Board or directing officer, and the Company shall, at its expense, engage Companycounsel, or mutually agreed upon counsel if requested by the Executive, to advise as to whether such conduct or failure to act is likely to be illegal. Subject to the last sentence of Section 4(d) hereof, if any of the events occur that wouldentitle the Executive to terminate the Executive’s employment for Good Reason hereunder and the Executive does not exercise such right to terminate the Executive’s employment, any such failure shall not operate to waive theExecutive’s right to terminate the Executive’s employment for that or any subsequent action or actions, whether similar or dissimilar, that would constitute Good Reason. For purposes of clarity, it is acknowledged that expiration of theEmployment Term (including notice of non-renewal) shall not be considered “Good Reason” hereunder. 

(iii)Material Line of Business. “Material Line of Business” means any line or lines of business or service or group of services which represent(s) in the aggregate either 25% or more of the Company’s consolidated revenues or 25% ormore of the Company’s consolidated EBITDA (earnings before interest, taxes, depreciation and amortization) for the twelve month period ended on the last day of the most recently ended fiscal quarter for the Company. 

(iv) Change in Control. “Change in Control” means any of the following described in clauses (I) through(V) below, provided that a “Change in Control” shall not mean any event listed in clauses (I) through (V) that occurs directly or indirectly as a result of or in connection with Quadrangle Capital Partners LP, a Delawarelimited partnership, 

 

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Quadrangle Select Partners LP, a Delaware limited partnership, Quadrangle Capital Partners – A LP, a Delaware limited partnership, and Quadrangle NTELOSHoldings II LP, a Delaware limited partnership (collectively the “Quadrangle Entities”) and/or their Affiliates, related funds and co-investors becoming the owner or “beneficial owner” (as defined in Rule 13d-3 under the ExchangeAct), directly or indirectly, of securities of Holdings representing more than fifty-one percent (51%) of the combined voting power of the then outstanding securities, or the shareholders of Holdings approve a merger, consolidation orreorganization of Holdings with any other company and such merger, consolidation or reorganization is consummated, and after such merger, consolidation or reorganization any of the Quadrangle Entities or their respective Affiliates, related fundsand co-investors acquire more than fifty-one percent (51%) of the combined voting power of Holdings’ then outstanding securities: 

(I) any Person is or becomes the owner or “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Holdings representing more than fifty-one percent (51%) of the combinedvoting power of the then outstanding securities; 

(II) consummation of a merger, consolidation or reorganization of Holdings with any othercompany, or a sale of all or substantially all the assets of Holdings (a “Transaction”), other than (i) a Transaction that would result in the voting securities of Holdings outstanding immediately prior thereto continuing to representeither directly or indirectly more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of Holdings or such surviving or purchasing entity; 

(III) the shareholders of Holdings approve a plan of complete liquidation of Holdings and such liquidation is consummated; or 

(IV) a sale, transfer, conveyance or other disposition (whether by asset sale, stock sale, merger, combination or otherwise) (a “Sale”) of aMaterial Line of Business (other than any such sale to the Quadrangle Entities or their Affiliates, related funds and co-investors ), except that with respect to this clause (IV) there shall only be a Change in Control with respect to the Executivewho is employed at such time in such Material Line of Business (whether full or part-time), and the Executive does not receive an offer for “comparable employment” with the purchaser and the Executive’s employment is terminated byHoldings or any Affiliate of Holdings no later than six (6) months after the consummation of the Sale of the Material Line of Business. For these purposes, “comparable employment” means that (i) the Executive’s base salaryand target incentive payments are not reduced in the aggregate, (ii) the Executive’s job duties and responsibilities are not diminished (but a reduction in size of Holdings as the result of a Sale of a Material Line of Business, or thefact that the purchaser is smaller than Holdings, shall not alone constitute a diminution in the Executive’s job duties and responsibilities), (iii) the Executive is not required to relocate to a facility more than fifty (50) milesfrom the Executive’s principal place of employment at the time of the Sale and (iv) the Executive is provided benefits that are comparable in the aggregate to those provided to the Executive immediately prior to the Sale; or 

 

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V. During any period of twelve (12) consecutive months commencing on February 13, 2006,(i) the individuals who constituted the Board of Directors of Holdings on February 13, 2006, and (ii) any new director who either (A) was elected by the Board of Directors of Holdings or nominated for election by Holdings’stockholders and whose election or nomination was approved by a vote of more than fifty percent (50%) of the directors then still in office who either were directors on February 13, 2006, or whose election or nomination for election waspreviously so approved or (B) was appointed to the Board of Directors of Holdings pursuant to the designation of Quadrangle Entities, cease for any reason to constitute a majority of the Board. 

For purposes of the foregoing, “Person” means an individual, corporation, limited liability company, partnership, association,trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. 

For purposes of the foregoing, “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. 

5. **Confidential Information.**The Executive understands and acknowledges that during the Executive’s employment with the Company, theExecutive has been and will be making use of, acquiring or adding to the Company’s Confidential Information (as defined below). In order to protect the Confidential Information, the Executive will not, during the Executive’s employmentwith the Company or at any time thereafter, in any way utilize any of the Confidential Information except in connection with the Executive’s employment by the Company. The Executive will not at any time use any Confidential Information for theExecutive’s own benefit or the benefit of any person except the Company. At the end of the Executive’s employment with the Company, the Executive will surrender and return to the Company any and all Confidential Information in theExecutive’s possession or control, as well as any other Company property that is in the Executive’s possession or control. The Executive acknowledges and agrees that any breach of this Section 5 would be a material breach of thisAgreement. The term “Confidential Information” shall mean any information that is confidential and proprietary to the Company, including but not limited to the following general categories: 

(i) trade secrets; 

(ii) lists and other information about current and prospective customers; 

(iii) plans or strategies for sales,marketing, business development, or system build-out; 

 

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(iv) sales and account records; 

(v) prices or pricing strategy or information; 

(vi) current and proposed advertising and promotional programs; 

(vii) engineering and technical data; 

(viii) the Company’s methods, systems, techniques, procedures, designs, formulae, inventions and know-how; personnel information; 

(ix) legal advice and strategies; and 

(x) other information of a similar nature not known or made available to the public or the Company’s Competitors (as defined in Section 8). 

Confidential Information includes any such information that the Executive may prepare or create during the Executive’s employment with the Company,as well as such information that has been or may be created or prepared by others. This promise of confidentiality is in addition to any common law or statutory rights of the Company to prevent disclosure of its Trade Secrets and/or ConfidentialInformation. 

6. **Return of Documents.**All writings, records and other documents and things containing any ConfidentialInformation in the Executive’s custody or possession shall be the exclusive property of the Company, shall not be copied and/or removed from the premises of the Company, except in pursuit of the business of the Company, and shall be deliveredto the Company, without retaining any copies, upon the termination of the Executive’s employment or at any time as requested by the Company. 

7. **Reaffirm Obligations.**Upon termination of the Executive’s employment with the Company, the Executive shall, if requested by the Company, reaffirm in writing Employee’s recognition of the importance of maintainingthe confidentiality of the Company’s proprietary information and trade secrets and reaffirm all of the obligations set forth in Section 5 of this Agreement. 

8. **Non-Compete; Non-Solicitation.**The Executive agrees that: 

(a) while theExecutive is employed by the Company, the Executive will not, directly or indirectly, compete with the business conducted by the Company, and the Executive will not, directly or indirectly, provide any services to a Competitor. 

(b) For a period of 24 months after the Executive’s employment with the Company ends for any reason (the “Non-CompetitionPeriod”), the Executive will not compete with the Company by performing or causing to be performed the same or similar types of duties or services that the Executive performed for the Company for a Competitor of the Company in 

 

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any capacity whatsoever, directly or indirectly, within any city or county of the continental United States in which, at the time the Executive’semployment with the Company ends, the Company provides services or products, offers to provide services or products, or has documented plans to provide or offer to provide services or products within the Non-Competition Period provided that theExecutive has knowledge of those plans at the time the Executive’s employment with the Company ends (the “Service Area”). Additionally, the Executive agrees that during the Non-Competition Period, the Executive will not, directly orindirectly, sell, attempt to sell, provide or attempt to provide, any wireless or wireline telecommunication services, including but not limited to internet services, to any person or entity who was a customer or an actively sought prospectivecustomer of the Company, at any time during the Executive’s employment with the Company. The restrictions set forth above shall immediately terminate and shall be of no further force or effect in the event of a default by the Company in thepayment of any consideration, if any, to which the Executive is entitled under Section 8(i) below, which default is not cured within thirty (30) days after written notice thereof. The Executive acknowledges and agrees that because of thenature of the Company’s business, the nature of the Executive’s job responsibilities, and the nature of the Confidential Information and Trade Secrets of the Company which the Company will give the Executive access to, any breach of thisprovision by the Executive would result in the inevitable disclosure of the Company’s Trade Secrets and Confidential Information to its direct competitors. 

(c) While the Executive is employed by the Company and during the Non-Competition Period, the Executive will not, directly or indirectly,solicit or encourage any employee of the Company to terminate employment with the Company; hire, or cause to be hired, for any employment by a Competitor, any person who within the preceding 12 month period has been employed by the Company, orassist any other person, firm, or corporation to do any of the acts described in this subsection (c). 

(d) The Executiveacknowledges and agrees that the Company has a legitimate business interest in preventing him from engaging in activities competitive with it as described in this Section 8 and that any breach of this Section 8 would constitute a materialbreach of this Section 8 and this Agreement. 

(e) The Company may notify anyone employing the Executive or evidencingan intention to employ the Executive during the Non-Competition Period as to the existence and provisions of this Agreement and may provide such person or organization a copy of this Agreement. The Executive agrees that the Executive will providethe Company the identity of any employer the Executive plans to go to work for during the Non-Competition Period along with the Executive’s anticipated job title, anticipated job duties with any such employer, and anticipated start date. TheCompany will analyze the proposed employment and make a determination as to whether it would violate this Section 8. If the Company determines that the proposed employment would not pose an unacceptable threat to the Company’s interests,the Company will notify the Executive in writing that it does not object to the employment. The Executive further agrees to provide a copy of this Agreement to anyone who employs the Executive during the Non-Competition Period. 

 

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(f) The Executive acknowledges and agrees that this Section 8 is intended to limitthe Executive’s right to compete only to the extent necessary to protect the Company’s legitimate business interest. The Executive acknowledges and agrees that the Executive will be reasonably able to earn a livelihood without violatingthe terms of this Section 8. If any of the provisions of this Section 8 should ever be deemed to exceed the time, geographic area, or activity limitations permitted by applicable law, the Executive agrees that such provisions may bereformed to the maximum time, geographic area and activity limitations permitted by applicable law, and the Executive authorizes a court or other trier of fact having jurisdiction to so reform such provisions. In the event the Executive breaches anyof the restrictions or provisions set forth in this Section 8, the Executive waives and forfeits any and all rights to any further benefits under this Agreement, including but not limited to the consideration set forth in subsection(i) below as well as any additional payments, compensation, benefits or severance pay he may otherwise be entitled to receive under this Agreement. Additionally, in the event the Executive breaches any of the restrictions or provisions setforth in this Section 8, the Executive agrees to repay the Company for any of the consideration set forth in subsection (i) below that the Executive received prior to the breach as well as any additional payments, compensation, benefits orseverance pay the Executive might otherwise have previously received under Section 4(c) of this Agreement. 

(g) Forpurposes of this Section 8, the following definitions will apply: 

(i) “Directly or indirectly” as used inthis Agreement includes an interest in or participation in a business as an individual, partner, shareholder, owner, director, officer, principal, agent, employee, consultant, trustee, lender of money, or in any other capacity or relationwhatsoever. The term includes actions taken on behalf of the Executive or on behalf of any other person. “Directly or indirectly” does not include the ownership of less than 5% of the outstanding shares of any corporation, if such sharesare publicly traded in the over-the-counter market or listed on a national securities exchange. 

(ii) “Competitor”as used in this Agreement means any person, firm, association, partnership, corporation or other entity that competes or attempts to compete with the Company by providing or offering to provide wireless or wireline telecommunication services,including but not limited to internet services, within any city or county in which the Company provides or offers those services or products. 

(h) Notwithstanding any other provision of this Section 8, the Executive will not be considered to have violated any prohibition against competing with the Company for engaging in any of the following activities:(1) being employed or retained by (i) any parent, subsidiary or affiliate organization of any Competitor where that parent, subsidiary or affiliate organization does not itself, and the Executive’s employment will not cause theExecutive to, compete or attempt to compete with the Company by providing or offering to provide wireless or wireline telecommunications services, including but not limited to internet services, within the Service Area or (ii) any Competitor,directly or indirectly, so long as Executive’s employment or service does not relate to working principally within the Service Area or activities that would benefit the Competitor principally within the Service Area; or (2) working orproviding services within the Service Area so long as the Executive’s employment or service does not relate to the 

 

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type of services provided or offered by the Company within that Service Area or to services for which the Company has documented plans to provide, offer orsupply within that Service Area at the time of Executive’s termination of employment; or (3) selling or attempting to sell wireless or wireline telecommunications services, including but not limited to internet services, so long as theservices or products, which the Executive is selling or attempting to sell to a customer, do not relate to the type of services or products provided or offered by the Company to such customer or for which the Company has documented plans to provide,offer or supply to such customer at the time of Executive’s termination of employment; provided, however, that the Executive is nevertheless prohibited from: (i) selling, attempting to sell, and providing or attempting toprovide, to any person who was a customer, or who was actively sought as a customer, of the Company at the time of Executive’s termination of employment any wireless or wireline telecommunications services, including but not limited to internetservices, that are the type of services or products that the Company sold, attempted to sell or provided or attempted to provide to such customer as described in (b) above and (ii) soliciting or encouraging any employee of the Company toterminate employment or taking any other of the prohibited actions as described in (c) above. 

(i) In consideration of the Executive’s undertakings set forth in this Section 8 with respect to periods after termination of employment, but only in the event that the Executive is entitled to the benefitsand payments under Section 4(c) above, subject to Section 19 below, the Company will pay the Executive an amount equal to fifty percent (50%) of his Base Salary during the Non-Competition Period, in such periodic installments, notless frequently than monthly, as his Base Salary was being paid immediately prior to termination of employment, with a lump sum payment on the 60thday after termination of the Executive’s employment equal to the payments the Executive would have received had the payments commenced immediately following termination of the Executive’s employment and subsequent installments in equalperiodic installments thereafter, not less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law. In the event the Executive is not entitled to the benefits and payments underSection 4(c) above, the Company will not pay Executive any of the consideration set forth in this Section 8(i). 

(j) In the event the Executive breaches any of the restrictions or provisions set forth in this Section 8, the Executive waives and forfeits any and all rights to any further payments under subsection (i) or otherwise under thisAgreement. This waiver and forfeiture shall be effective even in the event a court refuses to enforce the restrictions set forth in this Section 8. 

9. **Representations.**The Executive represents and warrants to the Company that the execution, delivery and performance of this Agreement by the Executive does not conflict with, or result in the breach bythe Executive or violation by the Executive of, any other agreement to which the Executive is a party or by which the Executive is bound. The Executive hereby agrees to indemnify the Company, its officers, directors and shareholders and hold themharmless from and against any liability (including, without limitation, reasonable attorneys’ fees and expenses) which they may at any time suffer or incur arising out of or relating to any breach of an agreement, representation or warrantymade by the Executive herein. The Company represents and warrants that this Agreement and the transactions contemplated hereby have been duly 

 

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authorized by the Company by all necessary corporate and shareholder action, and that the execution, delivery and performance of this Agreement by theCompany does not conflict with, or result in the breach or violation by the Company of, its Certificate of Incorporation, Articles of Incorporation or Bylaws or any other agreement to which the Company is a party or by which it is bound. The Companyhereby agrees to indemnify the Executive and hold the Executive harmless from and against any liability (including, without limitation, reasonable attorneys’ fees and expenses) which the Executive may at any time suffer or incur arising out ofor relating to any breach of an agreement, representation or warranty made by the Company herein. Any payments to be made hereunder by one party to the other shall be made as soon as administratively practicable (and within sixty (60) days)after the final settlement or resolution of the claim or dispute for which the payments are required. 

10. **Remedies.**Theparties hereto agree that the Company would suffer irreparable harm from a breach by the Executive of any of the covenants or agreements contained herein. Therefore, in the event of the actual or threatened breach by the Executive of any of theprovisions of this Agreement, the Company may, in addition and supplementary to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other reliefin order to enforce or prevent any violation of the provisions hereof. The Executive agrees that if a lawsuit or other proceeding is brought to enforce the terms of this Agreement or determine the validity of its terms and the Company prevails, theCompany will be entitled to recover from the Executive its reasonable attorneys’ fees and court costs. The Executive agrees that these provisions are reasonable. 

11. **Successors and Assigns.**This Agreement shall be binding upon and inure to the benefit of the Company and its affiliates and their successors and assigns, and shall be binding upon and inure to thebenefit of the Executive and the Executive’s legal representatives and assigns, *provided* that in no event shall the Executive’s obligations to perform services for the Company and its affiliates be delegated or transferred by theExecutive. The Company may assign or transfer its rights hereunder to a successor corporation in the event of a merger, consolidation or transfer or sale of all or substantially all of the assets of the Company or of the Company’s business*(provided, however,* that no such assignment or transfer shall have the effect of relieving the Company of any liability to the Executive hereunder or under any other agreement or document contemplated herein), but only if such assignment ortransfer does not result in employment terms, conditions, duties or responsibilities which are or may be materially different than the terms, conditions, duties or responsibilities of the Executive hereunder. If the Company assigns or transfers itsrights under this Agreement to a successor corporation, the Executive’s obligations under Section 8 of this Agreement will be construed and enforceable with respect to the business and geographic scope of the Company only and will not beconstrued or enforceable with respect to the business and geographic scope of any successor corporation to which the Company’s rights may be assigned or transferred to the extent such business or geographic scope is greater than that of theCompany at the time of such assignment or transfer. The Executive may not transfer or assign the Executive’s rights and obligations under this Agreement. 

 

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12. **Modification or Waiver.**No amendment, modification, waiver, termination or cancellationof this Agreement shall be binding or effective for any purpose unless it is made in a writing signed by the party against whom enforcement of such amendment, modification, waiver, termination or cancellation is sought. No course of dealing betweenor among the parties to this Agreement shall be deemed to affect or to modify, amend or discharge any provision or term of this Agreement. No delay on the part of the Company or the Executive in the exercise of any of their respective rights orremedies shall operate as a waiver thereof, and no single or partial exercise by the Company or the Executive of any such right or remedy shall preclude other or further exercises thereof. A waiver of a right or remedy on any one occasion shall notbe construed as a bar to or waiver of any such right or remedy on any other occasion. 

13. **Governing Law; Jurisdiction.**ThisAgreement and all rights, remedies and obligations hereunder, including, but not limited to, matters of construction, validity and performance shall be governed by the laws of the Commonwealth of Virginia without regard to its conflict of lawsprinciples or rules. To the full extent lawful, each of the Company and the Executive hereby consents irrevocably to personal jurisdiction, service and venue in connection with any claim or controversy arising out of this Agreement in the courts ofthe Commonwealth of Virginia located in Waynesboro, Virginia, and in the federal courts in the Western District of Virginia. 

14.**Excise Taxes.**

(a) If any payment or distribution by the Company or any affiliate to or for the benefit of theExecutive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stockoption, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by CodeSection 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the“Excise Tax”), then the benefits payable or provided under this Agreement (or other Payments as described above) shall be reduced (but not in excess of the amount of the benefits payable or provided under this Agreement) if, and only tothe extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. 

(b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After TaxAmount attributable to the Executive’s total Parachute Payments. 

(c) The Accounting Firm will next determine thelargest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the CappedPayments. 

 

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(d) The Executive then will receive the total Parachute Payments or the total CappedPayments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total ParachutePayments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under thisAgreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and theCompany a copy of its detailed calculations supporting that determination. 

(e) As a result of the uncertainty in theapplication of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amountthat should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based oneither the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that anOverpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate underCode Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce theamount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive.If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpaymentwill be paid to the Executive promptly by the Company after such determination. 

(f) For purposes of this Section 14,the following terms shall have their respective meanings: 

(i) “Accounting Firm” means the independent accountingfirm currently engaged by the Company, or a mutually agreed upon independent accounting firm if requested by the Executive; and 

(ii) “Net After Tax Amount” means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Code Sections 1, 3101 (b) and 4999 and any State or local income taxes applicable to theExecutive on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Payments, asapplicable, in effect on the date of payment. 

 

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(iii) “Parachute Payment” means a payment that is described in CodeSection 280G(b)(2), determined in accordance with Code Section 280G and the regulations promulgated or proposed thereunder. 

(g) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by the preceding subsections shall be borne by the Company. 

(h) The Company and the Executive shall each provide the Accounting Firm access to and copies of any books, records and documents in thepossession of the Company or the Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculationscontemplated by the preceding subsections. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. 

15. **Severability.**Whenever possible each provision and term of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision or term of this Agreement shall beheld to be prohibited by or invalid under such applicable law, then such provision or term shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of suchprovisions or term or the remaining provisions or terms of this Agreement. If any provision contained in Sections 5 or 8 of this Agreement shall for any reason be held to be excessively broad or unreasonable as to time, territory, or interest to beprotected, a court is hereby empowered and requested to construe such provision by narrowing it so as to make it reasonable and enforceable to the extent provided under applicable law. 

16. **Counterparts.**This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which takentogether constitute one and the same Agreement. 

17. **Headings.**The headings of the Sections of this Agreement are insertedfor convenience only and shall not be deemed to constitute a part hereof and shall not affect the construction or interpretation of this Agreement. 

18. **Entire Agreement.**This Agreement (together with all documents and instruments referred to herein) constitutes the entire agreement, and supersedes all other prior agreements and undertakings, both written and oral, amongthe parties with respect to the subject matter hereof, including any employment or management continuity agreement under which the Executive hereby agrees to waive all rights and which is hereby terminated. 

19. **Nonqualified Deferred Compensation Omnibus Provision.** It is intended that any payment or benefit which is provided pursuant to or inconnection with this Agreement which is considered to be deferred compensation subject to Section 409A of the Code shall be paid and provided in a manner, and at such time, including without limitation, payment and provision of benefits only inconnection with the occurrence of a permissible payment event contained in Section 409A of the Code (e.g., death, disability, separation from service from the 

 

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Company and its affiliates as defined for purposes of Section 409A of the Code), and in such form, as complies with the applicable requirements ofSection 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. In connection with effecting such compliance with Section 409A of the Code, the following shall apply: 

(a) Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of anybenefits in any matter which would not be in compliance with Section 409A of the Code (including any transition or grandfather rules thereunder). 

(b) If the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, any payment or provision of benefits in connection with the Executive’s separation from service(as determined for purposes of Section 409A of the Code) shall not be made until six months after the Executive’s separation from service (the “409A Deferral Period”). In the event such payments are otherwise due to be made ininstallments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of thepayments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefits may be provided during the 409A Deferral Period at the Executive’s expense, with the Executive having the right to reimbursementfrom the Company as soon as the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. 

(c) For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. 

(d) For purposes of determining time of (but not entitlement to) the payment or provision of deferred compensation under this Agreementunder Section 409A of the Code in connection with the Executive’s termination of employment, termination of employment will be read to mean a “separation from service” within the meaning of Section 409A of the Code where itis reasonably anticipated that no further services would be performed after that date or that the level of bona fide services the Executive would perform after that date (whether as an employee or independent contractor) would permanently decreaseto no more than twenty percent (20%) of the average level of bona fide services performed over the immediately preceding thirty-six (36) month period. 

(e) For purposes of this Agreement, a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code shall bedetermined on the basis of the applicable twelve-month period ending on the specified employee identification date designated by the Company consistently for purposes of this Agreement and similar agreements or, if no such designation is made, basedon the default rules and regulations under Section 409A(a)(2)(B)(i) of the Code. 

(f) Notwithstanding any of theprovisions of this Agreement, the Company shall not be liable to the Executive if any payment or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation subject to Section 409A of the Codeotherwise fails to comply with, or be exempt from, the requirements of Section 409A of the Code. 

[SIGNATURES APPEAR ON THE FOLLOWINGPAGE] 

 

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

 
**NTELOS Holdings Corp.**By: **/s/  James S. Quarforth** **James S. Quarforth** **Chief Executive Officer, President and Chairman of the Board of Directors****NTELOS Inc.**By: **/s/  James S. Quarforth** **James S. Quarforth** **Chief Executive Officer, President and Chairman of the Board of Directors****Executive**By: **/s/  Frank C. Guido** **Frank C. Guido**
 

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