**Exhibit 10.5**

**AMENDED AND RESTATED**

**EMPLOYMENT AGREEMENT**

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of December 18, 2008 between Carl A. Rosberg (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 May 2, 2005 and amended on February 13, 2006; and 

WHEREAS, the Company and theExecutive now desire to amend and restate such prior employment agreement; and 

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

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

NOW, THEREFORE, in consideration of the foregoing 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 Executiveagree 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 ExecutiveVice President, President – Wireless until December 31, 2008; beginning January 1, 2009 and continuing throughout the remainder of the Employment Term (as defined below), the Company agrees to employ the Executive as Executive VicePresident. At the request of the Board and without additional compensation, the Executive shall also serve as an officer and/or director of any or all of the subsidiaries of the Company. 

(b) Duties and Responsibilities. The Executive shall have such duties and responsibilities that are consistent with theExecutive’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 March 31,2009 unless terminated earlier pursuant to the terms and conditions of this Agreement. 

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

(a) Base Salary. The Company agrees to pay the Executive, for services rendered hereunder, an initial base salary at the annual rate of $315,000 (the “Base Salary”). Base Salary will be reviewed annually throughoutthe Employment Term by the Compensation Committee of the Board. Notwithstanding anything in 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 salaryreduction 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 forthe same period of time. The Base Salary shall be payable in equal periodic installments, 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 anypartial year shall be prorated based upon the number of days elapsed in such year. 

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

(c) Supplemental Retirement Plan. During the Employment Term (and thereafter to the extent expressly provided herein), theExecutive shall be entitled to participate in the NTELOS Inc. Executive Supplemental Retirement Plan according to the terms thereof, and the Executive’s designation as a participant in such plan shall not be revoked or rescinded prior to thetermination of the Executive’s employment with the Company. 

 

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(d) 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”). 

(e) 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. 

(f) 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. 

(g) 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 $ 592,000. 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 Company shall hold all such information secret and confidential and shall not, without the priorwritten consent of the Executive or as otherwise may be required by law or legal process, communicate or divulge such information to anyone other than the Company and those in need 

 

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of such information for purposes of determining the amount of the additional payment. Notwithstanding any other provision of this Agreement, in the event theterm 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 term life insurance contract accruingafter the Executive’s termination of employment with the Company. 

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 physical ormental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six months within any 12 consecutive months, the Company may terminate this Agreement and theEmployment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said 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 forth above). The portion of the payment 

 

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representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount ratedetermined by the Board. The Disability Incentive Payment shall be equal 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, thenumerator of which is the number of days in such year before and including 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 DisabilityIncentive 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 Agreementat any time without Cause (for purposes of clarity, it is acknowledged that expiration of the Employment Term shall not be considered a termination without Cause), and other than by reason of the Executive’s death or disability. The Companyshall provide written notice of termination to the Executive, which notice shall specify the effective date of such termination and that the termination is without Cause (the “Termination Date”). If the Termination Date is laterthan the date of the notice, then from the date of the notice through the Termination Date, 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. Thereafter, conditioned upon the Executive executing and not revoking a general release in favor of the Company, the Board and their affiliates, in a form mutually acceptable to bothparties hereto, before the 60th day after termination of the Executive’s employment, the Company shall pay the Executive the amounts set forthin this subsection (c). Under such circumstances, subject to Section 19 below, the Company shall pay the Executive an amount equal to forty percent (40%) of the Executive’s Base Salary for a period of twenty-four (24) months (the“Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date, with a lump sum payment on the 60th day 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 andsubsequent installments in equal periodic installments thereafter, not less frequently than monthly, less any 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 lumpsum on the 60th day after termination of the Executive’s employment, determined on a net present value basis, using a reasonable discount ratedetermined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of months in the Termination Period and the denominator of which is12. 

(iii) The Company shall also be obligated to pay to the Executive the Standard Termination Payments (as set forthabove). 

 

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(iv) During the Termination Period, the Executive and the Executive’s dependentswill 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’s dependentsparticipated 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 continued participationis 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’s dependents undera 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, the coverage orreimbursements 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 that provides thesame or similar type of benefits. 

(v) In addition, Executive and the Executive’s dependents will be entitled toreceive 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 the Company’sPostretirement 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 are otherwiseeligible 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 of medical coverageunder 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 or policies that providemedical 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, whichever is more favorable tothe Executive. 

(d) By the Executive. The Executive may terminate the Executive’s employment, and any furtherobligations 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) days prior to the effective dateof 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 all compensation and benefits applicableto the Executive hereunder. Except as provided below, if the Executive shall elect to terminate the Executive’s employment hereunder (other than as a result of the Executive’s death or disability), then the Executive shall remain vested inall vested benefits provided for hereunder or under any 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 nofurther obligation to make payments or provide benefits to the 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 (asdefined in Section 4(e)), shall be deemed to be a termination of the Executive’s employment without Cause by the Company for purposes of this Agreement, and the Executive 

 

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shall be entitled to the payments and benefits set forth in Section 4(c) above, subject to the Executive executing and not revoking a general release infavor of the Company, the Board and their affiliates, in a form mutually acceptable to both parties hereto, before the 60th day after thetermination 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 days of when the Executivelearns of the act or conduct that constitutes Good Reason. 

(e) Definitions. For purposes of this Agreement, thefollowing definitions will apply: 

(i) Cause. The term “Cause” means: (i) gross or willful 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 on the 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 afelony 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 malfeasanceor 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 a reasonable 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 understood that conduct or activitiespursuant to employee’s exercise of good faith business judgment shall not be in violation of this Section 4(e)(i)). 

(ii) Good Reason. “Good Reason” means, after written notice by the Executive 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 notpaid or is reduced by more than 10 percent in the aggregate or other than as part of a salary reduction program pursuant to which the Base Salaries of the Chief Executive Officer, all Executive Vice Presidents and all Senior Vice Presidents arereduced by the same percentage at the same time and for the same period of time, (ii) the Executive’s target Incentive Payment is reduced, (iii) the Executive’s job duties and responsibilities are diminished other than asprovided for in Section 1 above, (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 are comparable inall 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 in conduct thatCompany 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 for modification ofsuch 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 affiliate thereof) to refrainfrom acting and Company counsel, or mutually agreed upon counsel if requested by the Executive, has advised that such failure to act 

 

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is likely to be illegal and that such counsel states with specificity why such direction is likely to be illegal (including a proposal for modification ofsuch 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 illegal or to refrain from acting and the Executive reasonably believesthat 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 Company counsel, or mutually agreed upon counsel if requested by theExecutive, 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 would entitle the Executive to terminate the Executive’semployment 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 the Executive’s right to terminate the Executive’s employment forthat 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 the Employment Term shall not be considered “Good Reason” hereunder.

5. **Confidential Information.**The Executive understands and acknowledges that during the Executive’s employment with theCompany, the Executive 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’semployment with 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 ConfidentialInformation for the Executive’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 ConfidentialInformation in the Executive’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 materialbreach of this Agreement. 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; 

(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; 

 

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(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 inSection 8). 

Confidential Information includes any such information that the Executive may prepare or create during theExecutive’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 preventdisclosure of its Trade Secrets and/or Confidential Information. 

6. **Return of Documents.**All writings, records and otherdocuments and things containing any Confidential Information 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 thebusiness of the Company, and shall be delivered to 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 theCompany, reaffirm in writing Employee’s recognition of the importance of maintaining the confidentiality of the Company’s proprietary information and trade secrets and reaffirm all of the obligations set forth in Section 5 of thisAgreement. 

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

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

(b) For a period of24 months after the Executive’s employment with the Company ends for any reason (the “Non-Competition Period”), the Executive will not compete with the Company by performing or causing to be performed the same or similar typesof duties or services that the Executive performed for the Company for a Competitor of the Company in any capacity whatsoever, directly or indirectly, within any city or county of the continental United States in which, at the time theExecutive’s employment 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 Periodprovided that the Executive 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 willnot, directly or indirectly, sell, attempt to sell, provide or attempt to provide, any wireless or wireline 

 

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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. 

(f) The Executive acknowledges and agrees that this Section 8 is intended to limit the Executive’s right to compete only to theextent 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 violating the terms of this Section 8. If any of theprovisions 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 be reformed to the maximum time, geographic area andactivity 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 any of the restrictions or provisions 

 

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set forth in this Section 8, the Executive waives and forfeits any and all rights to any further benefits under this Agreement, including but notlimited 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 Executivebreaches any of the restrictions or provisions set forth 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 asany additional payments, compensation, benefits or severance pay the Executive might otherwise have previously received under Section 4(c) of this Agreement. 

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

(i) “Directly or indirectly” as used in this 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 relation whatsoever. The term includes actions taken on behalf of the Executive or on behalf of any otherperson. “Directly or indirectly” does not include the ownership of less than 5% of the outstanding shares of any corporation, if such shares are 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 orother 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 Companyprovides or offers those services or products. 

(h) Notwithstanding any other provision of this Section 8, theExecutive 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 ofany Competitor where that parent, subsidiary or affiliate organization does not itself, and the Executive’s employment will not cause the Executive to, compete or attempt to compete with the Company by providing or offering to provide wirelessor 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 workingprincipally within the Service Area or activities that would benefit the Competitor principally within the Service Area; or (2) working or providing services within the Service Area so long as the Executive’s employment or service does notrelate to the 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 or supply within that Service Area at the time of Executive’s termination ofemployment; or (3) selling or attempting to sell wireless or wireline telecommunications services, including but not limited to internet services, so long as the services or products, which the Executive is selling or attempting to sell to acustomer, 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 ofemployment; provided, however, that the Executive is nevertheless prohibited from: (i) selling, attempting to sell, and providing or attempting to 

 

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provide, 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 employmentany wireless or wireline telecommunications services, including but not limited to internet services, that are the type of services or products that the Company sold, attempted to sell or provided or attempted to provide to such customer asdescribed in (b) above and (ii) soliciting or encouraging any employee of the Company to terminate 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 thisSection 8 with respect to periods after termination of employment, but only in the event that the Executive is entitled to the benefits and payments under Section 4(c) above, subject to Section 19 below, the Company will pay theExecutive an amount equal to sixty percent (60%) of his Base Salary during the Non-Competition Period, in such periodic installments, not less frequently than monthly, as his Base Salary was being paid immediately prior to termination ofemployment, with a lump sum payment on the 60th day after termination of the Executive’s employment equal to the payments the Executive wouldhave 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, less any sums which may berequired to be deducted or withheld under applicable provisions of law. In the event the Executive is not entitled to the benefits and payments under Section 4(c) above, the Company will not pay Executive any of the consideration set forth inthis Section 8(i). 

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

9. **Representations.**The Executive represents and warrants to the Company thatthe execution, delivery and performance of this Agreement by the Executive does not conflict with, or result in the breach by the Executive or violation by the Executive of, any other agreement to which the Executive is a party or by which theExecutive is bound. The Executive hereby agrees to indemnify the Company, its officers, directors and shareholders and hold them harmless 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 warranty made by the Executive herein. The Company represents and warrants that this Agreement and the transactions contemplatedhereby have been duly authorized by the Company by all necessary corporate and shareholder action, and that the execution, delivery and performance of this Agreement by the Company does not conflict with, or result in the breach or violation by theCompany 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 Company hereby agrees to indemnify the Executive and hold the Executive harmlessfrom and against any liability (including, without limitation, reasonable attorneys’ fees and expenses) which the Executive may at any time suffer or incur arising out of or relating to any breach of an agreement, representation or warrantymade 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 forwhich the payments are required. 

 

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10. **Remedies.**The parties hereto agree that the Company would suffer irreparable harm froma 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 the provisions of this Agreement, the Company may, in addition and supplementaryto 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 relief in order to enforce or prevent any violation of the provisions hereof. TheExecutive 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, the Company will be entitled to recover from the Executive its reasonableattorneys’ 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 the benefit of the Executive and the Executive’s legal representativesand 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 the Executive. The Company may assign or transfer its rights hereunder to asuccessor 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 havethe 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 or transfer does not result in employment terms, conditions, duties orresponsibilities which are or may be materially different than the terms, conditions, duties or responsibilities of the Executive hereunder. If the Company assigns or transfers its rights under this Agreement to a successor corporation, theExecutive’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 be construed or enforceable with respect to the business andgeographic 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 the Company at the time of such assignment or transfer. TheExecutive may not transfer or assign the Executive’s rights and obligations under this Agreement. 

12. **Modification orWaiver.**No amendment, modification, waiver, termination or cancellation of 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 between or 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 partof the Company or the Executive in the exercise of any of their respective rights or remedies 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 orfurther exercises thereof. A waiver of a right or remedy on any one occasion shall not be construed as a bar to or waiver of any such right or remedy on any other occasion. 

 

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13. **Governing Law; Jurisdiction.**This Agreement and all rights, remedies and obligationshereunder, 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 laws principles or rules. To the full extent lawful, each ofthe 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 of the 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 the Executive, whether paid or payable ordistributed 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 stock option, stock appreciation right orsimilar 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 Code Section 4999 or to any similar tax imposed bystate 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 orprovided 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 to the extent that, such reduction will allow the Executiveto 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 Tax Amount attributable to the Executive’s total ParachutePayments. 

(c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executivewithout subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. 

(d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with thehigher 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 Parachute Payments will be adjusted by first reducing, on apro 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 this Agreement and finally any cash payments under any otherplan 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 the Company a copy of its detailed calculations supporting thatdetermination. 

 

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(e) As a result of the uncertainty in the application of Code Sections 280G and 4999 atthe 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 amount that 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 on either the assertion of a deficiency by theInternal 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 an Overpayment 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 under Code Section 7872; provided, however, thatno 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 the amount on which the Executive is subject to taxunder 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 uponcontrolling 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 Underpayment will be paid to the Executive promptly by theCompany after such determination. 

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

(i) “Accounting Firm” means the independent accounting firm currently engaged by the Company, or amutually 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 the Executive on the date of payment. Thedetermination 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, as applicable, in effect on the date ofpayment. 

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

(g) The fees and expensesof 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 

 

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cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by the precedingsubsections. 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 be held to be prohibited by or invalidunder 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 such provisions or term or the remainingprovisions 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 be protected, a court is herebyempowered 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 taken together constitute one and the same Agreement. 

17. **Headings.**The headings of the Sections of this Agreement are inserted for convenience only and shall not be deemed to constitute a parthereof 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, among the 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 in connection with this Agreement which is considered to be deferredcompensation 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 in connection with the occurrence of a permissible payment eventcontained in Section 409A of the Code (e.g., death, disability, separation from service from the Company and its affiliates as defined for purposes of Section 409A of the Code), and in such form, as complies with the applicablerequirements of Section 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). 

 

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(b) If the Executive is a “specified employee” for purposes ofSection 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 afterthe Executive’s separation from service (the “409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise havebeen 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 the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, anysuch benefits may be provided during the 409A Deferral Period at the Executive’s expense, with the Executive having the right to reimbursement from the Company as soon as the 409A Deferral Period ends, and the balance of the benefits shall beprovided as otherwise scheduled. 

(c) For purposes of this Agreement, all rights to payments and benefits hereunder shall betreated 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 Agreement under Section 409A of the Code in connection with the Executive’stermination of employment, termination of employment will be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed afterthat 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 decrease to no more than twenty percent (20%) of the average level of bona fideservices 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 be determined on the basis of the applicable twelve-month period ending on the specified employee identification date designated by the Companyconsistently for purposes of this Agreement and similar agreements or, if no such designation is made, based on the default rules and regulations under Section 409A(a)(2)(B)(i) of the Code. 

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

[SIGNATURES APPEAR ON THE FOLLOWING PAGE] 

 

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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/  Carl A. Rosberg** **Carl A. Rosberg**
 

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