Exhibit 10.20



 Exhibit 10.20 
  
 [NTELOS HOLDINGS CORP. LETTERHEAD] 
  

[Grant Date] 
  
 [Grantee Name] 
 [Grantee Address] 
  
 Dear [Grantee
Name]: 
  
 Pursuant to the NTELOS Holdings Corp. Amended and Restated Equity
Incentive Plan (the “Plan”), the Plan’s administrative committee (the “Committee”) hereby grants to you a non-qualified stock option (“Option”) to purchase
[            ] shares of Common Stock, par value $.01 (“Award”) at an Exercise Price of
$[            ] per share. 
  
 This Award is subject to the applicable terms and conditions of the Plan, which are incorporated herein by reference, and in the event of any contradiction, distinction or difference between this letter and the terms
of the Plan, the terms of the Plan will control. All capitalized terms used herein have the meanings set forth herein or in the Plan, as applicable. 
  
 Subject to your continued employment with the Company, your Award will vest and become exercisable as follows: 
  
 [     of Award] shares will vest
[                    ]; 
  
 An additional [     of Award] shares will vest
[                    ]; 
  
 An additional [     of Award] shares will vest
[                    ]; and 
  
 The final [     of Award] shares will vest
[                    ]. 
  
 Subject to the terms of the Plan and your continued employment through such date, any vested and exercisable portion of the Option will remain available for purchase
until the expiration date of [                    ] (the “Expiration Date”). However, notwithstanding the foregoing, upon
your Termination Date, the Option shall remain exercisable only in accordance with the terms of the Plan (the “Exercise Period”). Any vested and exercisable portion of your Award that is not so exercised within the applicable Exercise
Period shall be forfeited with no further compensation due to you. Additionally, unless otherwise provided by the Committee, any portion of your Award that is not vested or exercisable as of your Termination Date shall be forfeited with no further
compensation due to you. 
  
 All or part of the exercisable Options may be
exercised by you upon (a) your written notice to the Company of exercise, (b) your payment of the Exercise Price in full at the time of exercise in any manner provided for under the terms of the Plan, and (c) if applicable, your
execution of a Joinder to the Shareholders Agreement. 
  
 By accepting this Award,
you agree [upon exercise of your Award] to be bound by the following confidentiality and non-solicitation restrictions: 
  
 Confidentiality. You understand and acknowledge that during your employment with the Company, you have 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, you will not, during your employment with the Company or at any time thereafter, in any way utilize any of the Confidential Information
except in connection with your employment by the Company. You will not at any time use any Confidential Information for your own benefit or the benefit of any person except the Company. At the end of your employment with the Company, you will








 surrender and return to the Company any and all Confidential Information in your possession or control, as well as any
other Company property that is in your possession or control. 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: (a) trade secrets; (b) lists and other information about current and prospective customers; (c) plans or strategies for sales, marketing, business development, or system build-out; (d) sales and account records;
(e) prices or pricing strategy or information; (f) current and proposed advertising and promotional programs; (g) engineering and technical data; (h) the Company’s methods, systems, techniques, procedures, designs, formulae,
inventions and know-how; personnel information; (i) legal advice and strategies; and (j) other information of a similar nature not known or made available to the public or the Company’s competitors. “Confidential
Information” shall also include any such information that you may prepare or create during your 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 Confidential Information. 
  
 Non-Solicitation. While you are employed by the Company and for [2 years] after your Termination Date, you 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, or assist any other
person, firm, or corporation to do any of the foregoing acts. Additionally, while you are employed by the Company and for [2 years] after your Termination Date, you will not, directly or indirectly, 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 prospective customer of the Company, at any time during the
Executive’s employment with the Company. 
  
 The Company may impose any
additional conditions or restrictions on the Award or the exercise of the Option as it deems necessary or advisable to ensure that all rights granted under the Plan satisfy the requirements of applicable securities laws. The Company shall not be
obligated to issue or deliver any shares if such action violates any provision of any law or regulation of any governmental authority or national securities exchange. 
  
 The Committee may amend the terms of this Award to the extent it deems appropriate to carry out the terms of the Plan. The construction and
interpretation of any provision of this Award or the Plan shall be final and conclusive when made by the Committee. 
  
 Nothing in this letter shall confer on you the right to continue in the service of the Company or its Subsidiaries or interfere in any way with the right of the Company
or its Subsidiaries to terminate your service at any time, which rights shall be subject to the terms and conditions of any applicable employment agreement or other contractual relationship between you and the Company. 







 Please sign and return a copy of this agreement to
[                    ], designating your approval of this letter. This acknowledgement must be returned within thirty (30) days;
otherwise, the Award will lapse and become null and void. Your signature will also acknowledge that you have received and reviewed the Plan and that you agree to be bound by the applicable terms of such document. 
  
 Very truly yours, 
  

			
	 NTELOS HOLDINGS CORP.

		
	 By:
	 	  




			
	
	 ACKNOWLEDGED AND ACCEPTED

	
	  


	 Dated:
	 	  


	
	 Enclosures        (Copy of Plan)