NTELOS Inc. 2005 Executive Supplemental Retirement Plan



 Exhibit 10.1 
 NTELOS INC. 
 2005 EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN 
 Effective January 1, 2005 
 and as
Subsequently Amended Effective as of 
 January 11, 2005, February 23, 2005, April 27, 2005, 
 January 25, 2006 and December 21, 2006 







 TABLE OF CONTENTS 
  


					
	ARTICLE I	  	DEFINITIONS	  	3
			
	              1.01.	  	Actuarial Equivalent	  	3
	              1.02.	  	Affiliate	  	4
	              1.03.	  	Annuity Starting Date	  	4
	              1.04.	  	Beneficiary	  	4
	              1.05.	  	Board	  	4
	              1.06.	  	Cause	  	4
	              1.07.	  	Change in Control	  	5
	              1.08.	  	Code	  	6
	              1.09.	  	Company	  	6
	              1.10.	  	Control Change Date	  	6
	              1.11.	  	Deferred Retirement Date	  	6
	              1.12.	  	Disability or Disabled	  	7
	              1.13.	  	Early Retirement Date	  	7
	              1.14.	  	Eligible Employee	  	7
	              1.15.	  	Exchange Act	  	7
	              1.16.	  	Final Pay	  	7
	              1.17.	  	Good Reason	  	7
	              1.18.	  	Holding Company	  	7
	              1.19.	  	Holding Company Board	  	7
	              1.20.	  	Life Annuity	  	7
	              1.21.	  	Normal Retirement Date	  	8
	              1.22.	  	Old Plan	  	8
	              1.23.	  	Participant	  	8
	              1.24.	  	Person	  	8
	              1.25.	  	Plan	  	8
	              1.26.	  	Qualified Pre-Retirement Survivor Annuity	  	8
	              1.27.	  	Retirement and Retire	  	8
	              1.28.	  	Retirement Plan	  	8
	              1.29.	  	Separation from Service	  	8
	              1.30.	  	Specified Employee	  	9
	              1.31.	  	Supplemental Benefit Account	  	9
	              1.32.	  	Surviving Spouse	  	10
	              1.33.	  	Years of Service	  	10
			
	ARTICLE II	  	PARTICIPATION	  	10
			
	ARTICLE III	  	BENEFITS	  	10
			
	              3.01.	  	Amount of Benefit	  	10
	              3.02.	  	Timing and Form of Payment	  	11
	              3.03.	  	Death Benefits	  	12
	              3.04.	  	Disability Benefits	  	12
	              3.05.	  	Forfeiture	  	13
	              3.06.	  	Change in Control	  	15
	              3.07.	  	Delay for Specified Employees	  	16

  

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	              3.08.	  	Confidential Information	  	16
			
	ARTICLE IV	  	GUARANTEES	  	18
			
	ARTICLE V	  	TERMINATION OF EMPLOYMENT	  	18
			
	              5.01.	  	No Guarantee of Employment	  	18
	              5.02.	  	Termination of Employment	  	18
			
	ARTICLE VI	  	COORDINATION OF BENEFITS	  	19
			
	ARTICLE VII	  	SUBSEQUENT DEFERRAL ELECTIONS	  	19
			
	ARTICLE VIII	  	TERMINATION, AMENDMENT OR MODIFICATION OF PLAN	  	20
			
	              8.01.	  	Amendment or Termination	  	20
	              8.02.	  	Notice Requirement	  	20
	              8.03.	  	Special Rule	  	20
	              8.04.	  	Effect of Plan Termination	  	21
			
	ARTICLE IX	  	OTHER BENEFITS AND AGREEMENTS	  	21
			
	ARTICLE X	  	RESTRICTIONS ON TRANSFER OF BENEFITS	  	21
			
	ARTICLE XI	  	ADMINISTRATION OF THE PLAN	  	21
			
	              11.01.	  	The Board	  	21
	              11.02.	  	Indemnification of the Board	  	22
	              11.03.	  	Powers of the Board	  	22
	              11.04.	  	Information	  	22
			
	ARTICLE XII	  	MISCELLANEOUS	  	22
			
	              12.01.	  	Binding Nature	  	22
	              12.02.	  	Governing Law	  	22
	              12.03.	  	Use of Masculine and Feminine; Singular and Plural	  	22
	              12.04.	  	Compliance with Code Section 409A	  	23
			
	ARTICLE XIII	  	ADOPTION	  	23

  

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 INTRODUCTION 
 On March 22, 1982, the Board of Directors of Clifton Forge-Waynesboro Telephone Company adopted an unfunded non-qualified deferred compensation plan (the “Old Plan”). The purpose of the Old Plan was to supplement the
retirement benefits payable under NTELOS Inc.’s (the “Company’s”) tax-qualified plans to those key employees selected to participate. The Board determined that the adoption of the Old Plan would assist it in attracting and
retaining those employees whose judgment, abilities and experience will contribute to its continued progress. 
 Effective January 1, 1994, the Old Plan
was amended and restated to (1) change the name of the Old Plan to reflect the change in the Old Plan’s sponsorship, (2) revise the benefit formula and (3) provide pre-retirement death and disability benefits to those
participants who die or become disabled while employed by the Company. Effective January 1, 2000, the Old Plan was amended primarily (1) to provide participants with certain benefits upon termination of employment after a change in control
and (2) to modify the calculation of benefits provided under the Old Plan. Effective January 1, 2002, the Old Plan was amended primarily to (1) modify the definition of a change in control, (2) modify the noncompetition
provisions of the Old Plan, (3) provide for certain accelerated payments upon a change in control, and (4) limit the Company’s ability to amend the Old Plan. Effective July 1, 2002, the Old Plan was amended to (1) modify the
definition of final pay and (2) provide that, in the event of a merger or acquisition, prior service with the merged or acquired entity would not be credited for purposes of the Old Plan. Effective September 16, 2003, the Old Plan was
amended to (1) provide that benefits provided under the Old Plan would not be reduced to reflect early commencement for individuals employed on September 16, 2003 whose employment subsequently was terminated by the Company without cause or
by the participant for good reason, (2) modify the definitions of cause and change in control, (3) modify the noncompetition provisions of the Old Plan, (4) add a confidentiality provision and (5) make such other changes as are
set forth herein. 
 In response to the enactment of Section 409A of the Code, the Company froze the Old Plan, so that benefits provided under the Old
Plan were limited to benefits that were earned or accrued and vested or nonforfeitable (within the meaning of Section 409A of the Code) as of December 31, 2004 (and related earnings and losses to the extent applicable). In connection with
the amendment of the Old Plan, the Company also adopted this new unfunded non-qualified deferred compensation plan (the “Plan”), effective January 1, 2005, which provided that its provisions would be the same as those under the Old
Plan (but without a duplication of benefits), except that (1) the Plan would not include any term, condition or provision that does not satisfy Section 409A of the Code (except as otherwise permitted under the Section 409A transition
rules) and (2) the benefits provided under the Plan would include only benefits earned or accrued under the Plan which are forfeitable or unvested as of December 31, 2004 and benefits earned or accrued on or after January 1, 2005 (and
related earnings and losses to the extent applicable). The foregoing amendment of the Old Plan and adoption of this Plan were contingent on the consent of the affected participants, which consent the Company obtained. 
 In connection with the Company’s proposed tender offer to acquire shares of its stock, effective as of January 11, 2005, the Company also amended the Old Plan
and this Plan to remove all noncompetition and confidentiality forfeiture provisions relating to benefits of Participants who were actively employed by the Company on December 31, 2004, to the extent such benefits were earned or accrued








 as of December 31, 2004 and otherwise vested or nonforfeitable (not considering those forfeiture provisions) and
also to vest fully and remove all such forfeiture provisions relating to certain benefits of Mary McDermott that were earned and accrued as of December 31, 2004 under the Old Plan and this Plan. The Company vested the accrued benefits of Mary
McDermott that would be equal to the amount of her benefits that were earned and accrued as of December 31, 2004 under the Old Plan and this Plan treating her as if she (i) had seven (7) years of service solely for purposes of
determining her rights for benefits if she were to voluntarily terminate employment (but not for purposes of calculating her “Applicable Percentage”) and (ii) was fully vested in the NTELOS Inc. Savings and Security Plan and the
Revised Retirement Plan for the Employees of NTELOS Inc. Contingent on consummation of the tender offer, effective as of January 11, 2005, the Company terminated the portions of the Old Plan and this Plan that related to the benefits of
Participants who were actively employed by the Company on December 31, 2004, to the extent such benefits were earned and accrued as of December 31, 2004 and vested or nonforfeitable (after the vesting and elimination of the forfeiture
provisions described above). In connection therewith, the Company made a lump sum distribution to the affected Participants of the present value of their vested benefits under the terminated portions of the Old Plan and this Plan. The benefits of
Participants who were actively employed by the Company on December 31, 2004 that were earned and accrued as of such time and that were vested or nonforfeitable (after the vesting and elimination of the forfeiture provisions described herein)
were not increased by any additional Years of Service to which the Participant may be entitled in connection with any severance pay the Participant might receive nor did they reflect the provisions of Old Plan Section 3.02(d) (Section 3.02(c)
in this Plan) which gives certain Participants who were employed by the Company on September 16, 2003 and whose employment subsequently is terminated by the Company without Cause or by the Participant for Good Reason certain additional
benefits, which provisions shall only continue with respect to the portion of this Plan that has not been terminated. 
 In connection with the
Company’s proposed tender offer to acquire shares of its stock, effective as of February 23, 2005, the Company amended the definition of Final Pay to exclude (i) any compensation a Participant recognizes relating to the exercise,
cancellation, sale, transfer or other disposition of seventy-five percent (75%) of the stock options granted to the Participant under the NTELOS Inc. Stock Option Plan that are outstanding as of February 1, 2005 and (ii) if the tender
offer is consummated by August 15, 2005, any compensation the Participant recognizes relating to the exercise, cancellation, sale, transfer or other disposition of the remaining twenty-five percent (25%) of the stock options granted to the
Participant under the NTELOS Inc. Stock Option Plan that are outstanding as of February 1, 2005. 
 In connection with the freezing of the Old Plan and
the adoption of this Plan and in order to clarify that there are no duplication of benefits between the Old Plan and this Plan, effective as of April 27, 2005, the Company amended the definition of Final Pay to exclude amounts paid pursuant to
this Plan and the Old Plan. 
 On May 2, 2005, a change in control as defined under the previous plan document occurred, pursuant to which the
Quadrangle Entities (as defined herein) and the CVC Entities (as defined herein) became the owners of more than 50% of the combined voting power of the then outstanding securities of the Company. Accordingly, pursuant to the terms of the Plan and
consistent with Section 409A of the Code, the benefits that were earned or accrued and vested or nonforfeitable through that time (calculated 
  

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 consistent with the terms of the Plan) were paid. All such amounts that were paid in connection with such change in
control reduces on an Actuarial Equivalent basis (but not below zero) any further benefits otherwise payable to any such Participant under the Plan. 
 Effective as of January 25, 2006, the Company amended the Plan to exclude from the definition of “Final Pay” any compensation income a Participant might recognize relating to the grant, vesting, exercise, payment,
cancellation, sale, transfer or other disposition of any form of equity award, such as compensation income attributable to stock options, restricted stock, stock appreciation rights, restricted stock units, phantom stock or other similar awards,
unless the equity award to which that compensation income relates was granted to the Participant in lieu of salary, wages, bonuses and similar amounts, in which case all compensation income relating to any equity award granted in lieu of salary,
wages, bonuses and the like shall be included within Final Pay. The Board, in its sole discretion, shall determine if any such equity award was granted in lieu of salary, wages, bonuses and the like. 
 The Plan has been operated since its inception in compliance with the provisions of Section 409A of the Code and the administrative guidance issued with respect
thereto. On December 21, 2006, the Company amended and restated the Plan to comply in form with Section 409A of the Code, effective retroactively to January 1, 2005. 
 This Plan is intended to be a plan that is unfunded and maintained primarily for the purpose of providing deferred compensation for a “select group of management or highly compensated employees” (as such
phrase is used in the Employee Retirement Income Security Act of 1974). The Plan must be administered and construed in a manner that is consistent with that intent. This Plan document reflects the Plan as established effective January 1, 2005,
and as subsequently amended as of January 11, 2005, February 23, 2005, April 27, 2005, January 25, 2006 and December 21, 2006. The Plan shall be read to exclude any term, condition or provision that does not
satisfy Section 409A of the Code, taking into account the transition guidance to allow all such terms, conditions or provisions to remain in effect to the maximum extent allowed under the transition guidance without running afoul of
Section 409A of the Code. Additionally, notwithstanding any other provision of the Plan, in order to fully satisfy Section 409A of the Code and the existing transition guidance, the payment of any benefits under this Plan to which a
Participant becomes entitled in 2006 shall be paid in the form of a lump sum cash payment as soon as administratively practical after the event that occurred under which the Participant became entitled to his benefits under the Plan, except as
otherwise required by Section 3.07. The purpose of this provision is to comply with the transition guidance that Plan amendments cannot elect to defer 2006 payments into later years. 
 ARTICLE I  
 DEFINITIONS 
 The following phrases or terms have the indicated meanings: 
 1.01. Actuarial Equivalent means having an equal value on an actuarial basis determined by applying the reasonable actuarial factors and assumptions set forth in the Retirement Plan. 
  

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 1.02. Affiliate means any entity with whom the Company would be considered a single employer under Sections 414(b)
or 414(c) of the Code. 
 1.03. Annuity Starting Date means the first day of the first period for which a benefit is payable under the Plan as an
annuity. 
 1.04. Beneficiary means the person, persons or entity designated to receive a Participant’s benefits payable under the Retirement
Plan after the Participant’s death. 
 1.05. Board means the Board of Directors of NTELOS Inc. 
 1.06. Cause has the same definition as under any employment agreement between the Company or any Affiliate and the Participant or, if no such employment agreement
exists or if such employment agreement does not contain any such definition, Cause means the Participant’s (i) gross or willful misconduct, (ii) willful and repeated failure to comply with the lawful directives of the Board or any
supervisory personnel, (iii) 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 any Affiliate, (iv) illegal act or act of fraud,
dishonesty or misappropriation involving the Company or any Affiliate, (v) commission of or plea of guilty or nolo contendere to a felony or a crime involving dishonesty, (vi) material breach of the terms of any
confidentiality, non-competition, non-solicitation or employment agreement that the Participant has with the Company or any Affiliate, (vii) negligence or malfeasance in a matter of material importance to the Company or any Affiliate,
(viii) material failure to perform the duties and responsibilities of the Participant’s position after written notice and a reasonable opportunity to cure (not to exceed 90 days), (ix) grossly negligent conduct, or (x) conduct or
activities materially damaging to the property, operations, business or reputation of the Company or any Affiliate (it being understood that conduct or activities pursuant to the Participant’s exercise of good faith business judgment shall not
justify a termination for Cause under clause (x)). The Participant also will be deemed to have been 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’s Material Lines of Business (a “Sale” of a “Material Line of Business”), one or more purchasers of any such Material Line of Business
offers “comparable employment” to the Participant, the Participant declines such offer of employment and the Company or an Affiliate terminates the Participant’s employment, for any reason whatsoever, within six (6) months after
the consummation of the Sale of the Material Line of Business. For this purpose, “comparable employment” means that (i) the Participant’s base salary and target incentive payments are not reduced more than 10 percent in the
aggregate, (ii) the Participant’s job duties and responsibilities are not diminished (but a reduction in the size of the Company as a result of the Sale of a Material Line of Business shall not alone constitute a diminution in the
Participant’s job duties and responsibilities), (iii) the Participant is not required to relocate to a facility more than 50 miles from Participant’s principal place of employment at the time of the Sale, and (iv) the Participant
is provided benefits that are comparable in the aggregate to those provided to the Participant immediately prior to the Sale. In no event shall any termination of employment be deemed for Cause unless the Participant’s employment is terminated
within 120 days of when the Company or any Affiliate learns of the act or conduct alleged to constitute Cause and the Company’s Chief Executive Officer or his designee or the Board concludes that the situation warrants a determination

  

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 that the Participant’s employment terminated for Cause; however, in the case of the Chief Executive Officer, any
determination that the Chief Executive Officer’s employment terminated for Cause shall be made by the Board acting without the Chief Executive Officer. 
 1.07. Change in Control means any of the following described in clauses (a) through (e) below, provided that a “Change in Control” shall not mean any event listed in clauses (a) through (e) that occurs
directly or indirectly as a result of or in connection with Quadrangle Capital Partners LP, a Delaware limited partnership, Quadrangle Select Partners LP, a Delaware limited partnership, and Quadrangle Capital Partners - A LP, a Delaware limited
partnership (collectively the “Quadrangle Entities”) and/or Citigroup Venture Capital Equity Partners, L.P., a Delaware limited partnership, CVC/SSB Employee Fund, L.P., a Delaware limited partnership, CVC Executive Fund LLC, a Delaware
limited liability company (collectively the “CVC Entities”) and/or their Related Parties, related funds and co-investors, becoming the owner or “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of NTELOS Holdings Corp. (the “Holding Company”) securities representing more than fifty-one percent (51%) of the combined voting power of the then outstanding securities, or the shareholders of the Holding Company approve
a merger, consolidation or reorganization of the Holding Company with any other company and such merger, consolidation or reorganization is consummated, and after such merger, consolidation or reorganization any of the Quadrangle Entities, the CVC
Entities and/or their respective Related Parties, related funds and co-investors, acquire more than fifty-one percent (51%) of the combined voting power of the Holding Company’s then outstanding securities: 
 (a) any Person is or becomes the owner or “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
Holding Company securities representing more than fifty-one percent (51%) of the combined voting power of the then outstanding securities; 
 (b) consummation of a merger, consolidation or reorganization of the Holding Company with any other company, or a sale of all or substantially all the assets of the Holding Company (a “Transaction”), other than (i) a
Transaction that would result in the voting securities of the Holding Company outstanding immediately prior thereto continuing to represent either directly or indirectly more than fifty-one percent (51%) of the combined voting power of the then
outstanding securities of the Holding Company or such surviving or purchasing entity; 
 (c) the shareholders of the Holding Company approve
a plan of complete liquidation of the Holding Company and such liquidation is consummated in connection with the termination of the Plan consistent with Section 409A of the Code; 
 (d) a sale, transfer, conveyance or other disposition (whether by asset sale, stock sale, merger, combination or otherwise) (a “Sale”) of a
Material Line of Business (other than any such sale to the Quadrangle Entities, the CVC Entities or their Related Parties, related funds and co-investors, except that with respect to this clause (d) there shall only be a Change in Control
(i) with respect to a Participant who is employed at such time in such Material Line of Business (whether full or part-time), and the Participant does not receive an offer for “comparable employment” with the purchaser and the
Participant’s employment is terminated by the Holding 
  

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 Company or any Affiliate no later than six (6) months after the consummation of the Sale of the Material Line of
Business and (ii) provided the Sale satisfies the requirements of Section 409A of the Code for a change in ownership of a substantial portion of the Holding Company’s assets or results in a change in control as defined in
Section 409A with respect to the Affiliate that employed the Participant. For these purposes, “comparable employment” means that (i) the Participant’s base salary and target incentive payments are not reduced in the
aggregate, (ii) the Participant’s job duties and responsibilities are not diminished (but a reduction in size of the Holding Company as the result of a Sale of a Material Line of Business, or the fact that the purchaser is smaller than the
Holding Company, shall not alone constitute a diminution in the Participant’s job duties and responsibilities), (iii) the Participant is not required to relocate to a facility more than fifty (50) miles from the Participant’s
principal place of employment at the time of the Sale and (iv) the Participant is provided benefits that are comparable in the aggregate to those provided to the Participant immediately prior to the Sale; or 
 (e) during any period of twelve (12) consecutive months commencing upon the effective date of the Plan, (i) the individuals who constitute the
Holding Company Board, upon the effective date of the Plan, and any new director who either (a) was elected by the Holding Company Board or nominated for election by the Holding Company’s stockholders was approved by a vote of more than
fifty percent (50%) of the directors then still in office who either were directors, upon the effective date of the Plan, or whose election or nomination for election was previously so approved or (b) was appointed to the Holding Company
Board pursuant to the designation of Quadrangle Entities and/or the CVC Entities, cease for any reason to constitute a majority of the Holding Company Board and (ii) a majority of members of the Holding Company Board are replaced by directors
whose appointment or election is not endorsed by a majority of the members of the Holding Company Board prior to the date of the appointment or election. 
 For purposes of the foregoing, “Material Line of Business” means any line or lines of business or service or group of services which represent(s) in the aggregate either twenty-five percent (25%) or more of the Holding
Company’s consolidated revenues or twenty-five percent (25%) or more of the Holding 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 Holding Company. For purposes of the foregoing, “Related Party” 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. 
 1.08. Code means the Internal Revenue Code of 1986, as amended. 
 1.09. Company means NTELOS Inc. 
 1.10. Control Change Date
means the date on which a Change in Control occurs. If a Change in Control occurs on account of a series of events, the “Control Change Date” shall be the date on which the last of such events occurs. 
 1.11. Deferred Retirement Date means the first day of the month coincident with or next following the Separation from Service of a Participant after his Normal
Retirement Date. 
  

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 1.12. Disability or Disabled means a Participant is, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan
covering employees of the Company or an Affiliate. 
 1.13. Early Retirement Date means (i) for any employee who became a Participant in the
Retirement Plan prior to July 1, 1991, the first day of any month, prior to the Participant’s Normal Retirement Date, coincident with or next following the date the Participant has a Separation from Service after having attained age 55 and
(ii) for any employee who became a Participant in the Retirement Plan on or after July, 1, 1991, the first day of any month prior to the Participant’s Normal Retirement Date, coincident with or next following the date the Participant has a
Separation from Service after having both attained age 55 and completed at least five Years of Service. 
 1.14. Eligible Employee means an individual
who (i) is employed by the Company or an Affiliate and (ii) is a member of management or a highly compensated employee. 
 1.15. Exchange
Act means the Securities Exchange Act of 1934, as amended. 
 1.16. Final Pay means one-twelfth of the average of the Participant’s five
consecutive years when his earnings from the Company or an Affiliate as reported on Form W-2, plus any salary reduction amounts, were the highest. In all cases, Final Pay shall be determined without regard to, and shall not include, amounts paid
pursuant to this Plan and/or the Old Plan. Additionally, notwithstanding the foregoing, Final Pay shall not include any compensation income the Participant recognizes relating to the grant, vesting, exercise, payment, cancellation, sale, transfer or
other disposition of any form of equity award, such as compensation income attributable to stock options, restricted stock, stock appreciation rights, restricted stock units, phantom stock or other similar awards, unless the equity award to which
that compensation income relates was granted to the Participant in lieu of salary, wages, bonuses and similar amounts, in which case all compensation income relating to any equity award granted in lieu of salary, wages, bonuses and the like shall be
included within Final Pay. The Board, in its sole discretion, shall determine if any such equity award was granted in lieu of salary, wages, bonuses and the like. 
 1.17. Good Reason has the same definition as such term or any similar concept under any employment agreement between the Company or an Affiliate and the Participant. In no event shall the Participant be considered to have terminated
employment for “Good Reason” under this Plan if the Participant has no employment agreement or has an employment agreement that does not contain a definition of “Good Reason” or any similar concept. 
 1.18. Holding Company means NTELOS Holdings Corp. 
 1.19. Holding
Company Board means the Board of Directors of NTELOS Holdings Corp. 
 1.20. Life Annuity means a series of substantially equal periodic payments,
payable not less frequently than annually, for the life (or life expectancy) of the Participant or the joint lives (or life expectancies) of the Participant and the Participant’s Beneficiary. A change in the form of payment from one type of
Life Annuity to another type of Life Annuity before the Annuity Starting Date is not 
  

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 considered a change in the time and form of payment under the Plan, provided the Life Annuities are Actuarially
Equivalent. Pursuant to procedures that the Board shall establish, each Participant shall be entitled to designate the type of Life Annuity pursuant to which his benefits will be paid, provided (i) the Participant makes such designation before
the Annuity Starting Date and (ii) the Life Annuity is a type of Life Annuity that otherwise is available under the Retirement Plan. If the Participant does not designate the type of Life Annuity pursuant to which his benefits shall be paid, he
shall be deemed to have selected the type of Life Annuity that would be provided for any of his benefits that would be payable at that time under the Retirement Plan. 
 1.21. Normal Retirement Date means the first day of the month coinciding with or next following the Participant’s 65th birthday or, if later, the fifth anniversary of the Participant’s initial participation in the Retirement Plan. 
 1.22. Old Plan has the meaning given in the Introduction of the Plan. 
 1.23. Participant means an Eligible
Employee who is designated by the Board to participate in the Plan in accordance with Article II. An individual shall remain a Participant only so long as the individual remains an Eligible Employee or is entitled to benefits under the Plan.

 1.24. 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. 
 1.25. Plan means this 2005 NTELOS Inc. Executive
Supplemental Retirement Plan in its present form and as hereafter amended. 
 1.26. Qualified Pre-Retirement Survivor Annuity means the monthly Life
Annuity benefit payable to the Participant’s Surviving Spouse, if any, on the death of the Participant prior to the commencement of his benefit payments or while in the employ of the Company or an Affiliate in the form and manner of the Life
Annuity that would be provided for any of Participant’s benefits that would be payable at that time under the Retirement Plan. 
 1.27. Retirement
and Retire mean a Participant’s Separation from Service on or after the Participant’s Early Retirement Date, Normal Retirement Date or Deferred Retirement Date. 
 1.28. Retirement Plan means the Revised Retirement Plan for the Employees of NTELOS Inc. 
 1.29. Separation from
Service means the termination of the Participant’s employment with the Company and all Affiliates. A Participant will not be considered as having had a Separation from Service if (i) the Participant continues to provide services to the
Company or any Affiliate as an employee at an annual rate that is at least equal to 20 percent of the services rendered, on average, during the immediately preceding three full calendar years of employment (or, if employed less than three years,
such lesser period) and the annual remuneration for such services is at least equal to 20 percent of the average annual remuneration earned during the final three full calendar years of employment (or if less, such lesser period), (ii) the
Participant continues to provide services to the 
  

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 Company or any Affiliate in a capacity other than as an employee and such services are provided at an annual rate that is
50 percent or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or, if employed less than three years, such lesser period) and the annual remuneration for such services is 50 percent
or more of the annual remuneration earned during the final three full calendar years of employment (or, if less, such lesser period) or (iii) the Participant is on military leave, sick leave or other bona fide leave of absence (such as
temporary employment by the government) so long as the period of such leave does not exceed six months, or if longer, so long as the Participant’s right to reemployment with the Company or any Affiliate is provided either by statute or
contract. If the period of leave (i) ends or (ii) exceeds six months and the Participant’s right to reemployment is not provided either by statute or contract, the Separation from Service will be deemed to occur on the first date
immediately following such six-month period if not reemployed by the Company or any Affiliate before such time and eligibility for payments and benefits hereunder will be determined as of that time. 
 1.30. Specified Employee means a Participant who is (i) an officer of the Company or an Affiliate having annual compensation greater than $135,000 (with
certain adjustments for inflation after 2005), (ii) a five-percent owner of the Company or (iii) a one-percent owner of the Company having annual compensation greater than $150,000. For purposes of this Section, no more than 50 employees
(or, if lesser, the greater of three or 10 percent of the employees) shall be treated as officers. Participants who (i) normally work less than 17 1/2 hours per week, (ii) normally work not more than six (6) months during any year,
(iii) have not attained age 21 or (iv) are included in a unit of employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between employee representatives and the Company or an Affiliate
(except as otherwise provided in the Code) shall be excluded for purposes of determining the number of officers. For purposes of this Section, the term “five-percent owner” (“one-percent owner”) means any person who owns more
than five percent (one percent) of the outstanding stock of the Company or stock possessing more than five percent (one percent) of the total combined voting power of all stock of the Company. For purposes of determining ownership, the attribution
rules of Section 318 of the Code shall be applied by substituting “five percent” for “50 percent” in Section 318(a)(2) and the rules of Sections 414(b), 414(c) and 414(m) of the Code shall not apply. For purposes of
this Section, the term “compensation” has the meaning given such term by Section 414(q)(4) of the Code. The determination of whether an Participant is a Specified Employee will be based on a December 31 identification date such
that if the Participant satisfies the above definition of Specified Employee at any time during the 12-month period ending on December 31, he or she will be treated as a Specified Employee if he or she has a Separation from Service during the
12-month period beginning on the first day of the fourth month following the identification date. This definition is intended to comply with the “specified employee” rules of Section 409A(a)(2)(B)(i) of the Code and shall be
interpreted accordingly. 
 1.31. Supplemental Benefit Account means an account established under a funded plan on behalf of a Participant who
participates in such plan provided the Participant cannot make elective contributions or deferrals to such funded plan. 
  

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 1.32. Surviving Spouse means, for purposes of Plan Section 3.03, the person to whom the Participant is
legally married throughout the one-year period ending on the date of the Participant’s death. 
 1.33. Years of Service means a
Participant’s years of service for purposes of vesting under the Retirement Plan. Except as otherwise specifically provided herein, Years of Service also includes any period in which a Participant is entitled to receive severance pay under any
Company or Affiliate severance pay plan or under an agreement between the Company or an Affiliate and the Participant. Notwithstanding any provision of the Retirement Plan to the contrary, for any individual who became an Employee of the Company or
an Affiliate as a result of the Company’s or an Affiliate’s merger with or acquisition of such individual’s employer, or as a result of the Company’s or an Affiliate’s merger with or acquisition of any such employer’s
operating assets, service prior to such acquisition shall not be taken into account in determining such Employee’s Year(s) of Service for purposes of Section 3.01(a). 
 ARTICLE II  
 PARTICIPATION 
 An Eligible Employee who is designated to participate in the Plan by the Board shall become a Participant in the Plan as of the date specified by the Board. A
Participant shall continue to participate until such date he is no longer an Eligible Employee or until he is no longer entitled to benefits under the Plan. In no event may the Board declare that a Participant is no longer a Participant or revoke or
rescind a Participant’s designation as such other than as described in the preceding sentence. 
 ARTICLE III  

BENEFITS 
 3.01. Amount of Benefit

 (a) Except as otherwise provided in Section 3.07 of the Plan, upon Retirement, a Participant shall be entitled to the Actuarial
Equivalent of a monthly Retirement benefit determined as a straight life annuity for the Participant’s lifetime which shall commence on such Retirement date and is payable on the first day of each month thereafter. For all Participants, the
amount of such monthly Retirement benefit shall be equal to (i) minus (ii), (iii), (iv), (v) and (vi) below, as reduced if applicable as described in Section 3.06 of the Plan, where: 
 (i) equals the Participant’s Final Pay times the Applicable Percentage (as shown on Exhibit I to the Plan); 
 (ii) equals the monthly Retirement life annuity payable under the Retirement Plan (determined as a straight life annuity for the Participant’s
lifetime and as if payable as of the date of determination, whether or not the Participant is currently receiving such benefit); 
 (iii)
equals the monthly benefit payable to the Participant at age 62 under the Federal Social Security Act in effect as of the date of determination, assuming that the Participant had continued in the employ of the Company until his age 62 and whether or
not the Participant is currently receiving such benefit; 
  

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 (iv) equals the monthly benefit (determined as a straight life annuity for the Participant’s
lifetime) that would be payable to the Participant based on the employer-provided benefit under the NTELOS Inc. Savings and Security Plan assuming that the Participant contributed to such plan at the maximum rate allowable by law and permitted under
such plan and that such contribution earns interest at the interest rate paid on twenty-four month Treasury bills as in effect on the first day of each calendar year from the date of contribution to the date of determination; 
 (v) equals the monthly benefit (determined as a straight life annuity for the Participant’s lifetime and as if payable as of the date of
determination and on an Actuarial Equivalent basis) of the benefit amount calculated in connection with the lump sum distribution paid under the Old Plan and this Plan to any Participant who was actively employed by the Company on December 31,
2004 and who received a lump sum distribution of the present value of the Participant’s benefits that were earned and accrued as of December 31, 2004 and vested or nonforfeitable (after the vesting and elimination of the forfeiture
provisions described in the Introduction of the Plan) under the terminated portions of the Old Plan and this Plan (but not including any amount in this (v) that would reduce the aggregate monthly Retirement benefit described under this
Section 3.01 below zero); 
 (vi) equals the monthly benefit (determined as a straight life annuity for the Participant’s lifetime
and as if payable as of the date of determination and on an Actuarial Equivalent basis) of the benefit amount calculated in connection with the lump sum distribution paid under the Old Plan and this Plan to the Participants in connection with the
change in control that occurred on May 2, 2005, pursuant to which the Quadrangle Entities and the CVC Entities became the owners of more than 50% of the combined voting power of the then outstanding securities of the Company (but not including
any amount in this (vi) that would reduce the Retirement benefit below zero); and 
 (vii) equals the monthly benefit (determined as a
straight life annuity for the Participant’s lifetime and as if payable as of the date of determination), if any, payable to Participant under the Old Plan or under this Plan (other than the amounts described in (v) and (vi) above).

 (b) From time to time, the Board may, in its sole and absolute discretion, increase the monthly benefit payable to a Participant in pay
status to reflect cost of living increases. 
 3.02. Timing and Form of Payment 
 (a) The payment of any benefit under this Article shall commence on the first day of the month following the date of Participant’s Retirement and is
payable on the first day of each month thereafter, except as otherwise set forth in Section 3.07. 
 (b) The benefits payable under this
Article shall be paid in the form of a Life Annuity. 
  

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 (c) Except as provided in the next sentence, benefits calculated under Section 3.01(a) not paid in a
straight life annuity for the Participant’s lifetime or commencing prior to what would have been the Participant’s Normal Retirement Date must be the Actuarial Equivalent of a straight life annuity for the Participant’s lifetime and
must be reduced to reflect early commencement based on the reasonable actuarial factors and assumptions employed under the Retirement Plan. Notwithstanding the preceding sentence, however, for any Participant who is employed by the Company or an
Affiliate on September 16, 2003 and whose employment subsequently is terminated by the Company or an Affiliate without Cause or by the Participant for Good Reason, payments prior to what would have been the Participant’s Normal Retirement
Date under the Retirement Plan that are reduced to reflect early commencement shall not be reduced below the minimum benefit percentage (as set forth in the next sentence), calculated consistent with the methodology employed under the Retirement
Plan. The minimum benefit percentage equals the sum of (i) 50% plus (ii) the percentage that equals (A) the Participant’s years of service for purposes of vesting under the Retirement Plan (which shall not include any years of
service creditable under the second sentence of Section 1.33) divided by (B) the total number of years of service the Participant needs (based on his or her age and taking into account increases in age as additional years of service are
rendered) to equal at least 85 (C) multiplied by 50%. 
 3.03. Death Benefits 
 If a Participant dies prior to what would have been his Annuity Starting Date under Section 3.02 or while in the employ of the Company or an Affiliate, the Participant’s Surviving Spouse, if any, shall be
entitled to a Qualified Pre-Retirement Survivor Annuity commencing on the first day of the month following the later of (i) the date of Participant’s death or (ii) the date the Participant would have attained his Early Retirement Date
and is payable on the first day of each month thereafter. The amount of the Qualified Pre-Retirement Survivor Annuity will be determined under the formula in Plan Section 3.01(a) based on the Participant’s Years of Service as of his date
of death and as reduced if applicable as described in Section 3.06 of the Plan. In the event of a Participant’s death after his Annuity Starting Date, benefits will be paid in accordance with the form of benefit determined under
Section 3.02(b) above. 
 3.04. Disability Benefits 
 Participants who have completed fifteen (15) Years of Service and who become Disabled while in the employ of the Company or an Affiliate shall be entitled to a monthly retirement benefit computed under Section 3.01(a) and based on
his Years of Service as of the date he became Disabled and as reduced if applicable as described in Section 3.06 of the Plan. Notwithstanding the preceding sentence, however, if the Participant who becomes Disabled while in the employ of the
Company or an Affiliate has not completed fifteen (15) Years of Service, such Participant shall be entitled to receive the benefits described in Section 5.02, if any, as if the Company at such time had discharged the Participant without
Cause and as reduced if applicable as described in Section 3.06 of the Plan. Benefits shall be payable under this Section 3.04 on the first day of the month following the later of (i) the date the Participant became Disabled or
(ii) the date the Participant would have attained his Early Retirement Date and is payable on the first day of each month thereafter. If such Participant dies before he is eligible to commence his benefits under this Section 3.04, his
Surviving Spouse shall be entitled to a Qualified Pre-Retirement Survivor Annuity as determined under Section 3.03. If the Participant is otherwise entitled to benefits under Section 3.02, no benefits shall be payable under this
Section 3.04. 
  

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 3.05. Forfeiture 
 (a) Benefits payable under this Plan shall be forfeited if, (i) while the Participant is employed by the Company or any Affiliate, the Participant competes, directly or indirectly, with the business conducted by
the Company or any Affiliate or directly or indirectly provides services to any Competitor or (ii) within twenty-four (24) months after the Participant’s employment with the Company or an Affiliate ends for any reason (the
“Non-Competition Period”), the Participant competes with the Company or any Affiliate by performing or causing to be performed the same or similar types of duties or services that the Participant performed for the Company or any Affiliate
for a Competitor of the Company or any Affiliate in any capacity whatsoever, directly or indirectly, within any city or county of the continental United States in which, at the time of the Participant’s employment with the Company or an
Affiliate ends, the Company or any Affiliate 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 the
Participant has knowledge of those plans at the time the Participant’s employment with the Company or an Affiliate ends (the “Service Area”). Additionally, the Participant agrees that during the Non-Competition Period, the Participant
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 or any Affiliate, at any time during the Participant’s employment with the Company or any Affiliate. The restrictions set forth in this Section 3.05 shall immediately terminate and shall be of no
further force or effect in the event of a default by the Company in the payment of any consideration, if any, to which the Participant is entitled hereunder, which default is not cured within thirty (30) days after written notice thereof. The
Participant acknowledges and agrees that because of the nature of the Company’s business and the business of its Affiliates, the nature of the Participant’s job responsibilities, and the nature of the Confidential Information (as defined
in Section 3.08 below) and trade secrets of the Company and its Affiliates which the Company will give the Participant access to, any breach of this provision by the Participant would result in the inevitable disclosure of the Company’s
and Affiliates’ trade secrets and Confidential Information to their direct Competitors. 
 (b) Benefits payable under this Plan also
shall be forfeited if, while the Participant is employed by the Company or any Affiliate or within the Non-Competition Period, the Participant, directly or indirectly, solicits or encourages any employee of the Company or any Affiliate to terminate
employment with the Company or any Affiliate; hires, or causes 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 any Affiliate, or assist any other person, firm
or corporation to do any of the acts described in this sentence. 
 (c) The Participant acknowledges and agrees that the Company and its
Affiliates have a legitimate business interest in preventing the Participant from engaging in activities competitive with it as described in this Section 3.05 and that any breach of this Section 3.05 would constitute a material breach of
this Section 3.05 and the conditions for payments under this Plan. 
  

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 (d) The Company and its Affiliates may notify anyone employing the Participant or evidencing an intention
to employ the Participant during the Non-Competition Period as to the existence and provisions of this Plan and may provide such person or organization a copy of these provisions. The Participant agrees that the Participant will provide the Company
or any Affiliate the identity of any employer the Participant plans to go to work for during the Non-Competition Period along with the Participant’s anticipated job title, anticipated job duties with any such employer, and anticipated start
date. The Company and its Affiliates will analyze the proposed employment and make a determination as to whether it would violate this Section 3.05. If the Company determines that the proposed employment would not pose an unacceptable threat to
the Company’s interests or the interests of its Affiliates, the Company will notify the Participant in writing that it does not object to the employment. The Participant further agrees to provide a copy of these provisions of the Plan to anyone
who employs the Participant during the Non-Competition Period. 
 (e) The Participant acknowledges and agrees that this Section 3.05 is
intended to limit the Participant’s right to compete only to the extent necessary to protect the Company’s legitimate business interest or the interests of its Affiliates. The Participant acknowledges and agrees that the Participant will
be reasonably able to earn a livelihood without violating the terms of this Section 3.05. If any of the provisions of this Section 3.05 should ever be deemed to exceed the time, geographic area or activity limitations permitted by
applicable law, the Participant agrees that such provisions may be reformed to the maximum time, geographic area and activity limitations permitted by applicable law, and the Participant authorizes a court or other trier of fact having jurisdiction
to so reform such provisions. In the event the Participant breaches any of the restrictions or provisions set forth in this Section 3.05, the Participant waives and forfeits any and all rights to any further benefits under the Plan.
Additionally, in the event the Participant breaches any of the restrictions or provisions set forth in this Section 3.05, the Participant agrees to repay the Company for any of the consideration paid pursuant to the Plan. 
 (f) For purposes of this Section 3.05, the following definitions will apply: 
 (i) “Directly or indirectly” as used in this Plan 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 Participant 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 shares are publicly traded in the over-the-counter market or listed on a national securities exchange.

 (ii) “Competitor” as used in this Plan means any person, firm, association, partnership, corporation or other
entity that competes or attempts to compete with the Company or any Affiliate 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 or any Affiliate provides or offers those services or products. 
  

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 (g) Notwithstanding any other provision of this Section 3.05, the Participant will not be considered
to have violated any prohibition against competing with the Company or any Affiliate if the Participant is (1) 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 Participant’s employment will not cause the Participant to compete or attempt to compete with the Company or any Affiliate 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 the Participant’s employment or service does not relate to working within the
Service Area or to 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 Participant’s employment or service does not relate to the type
of services provided or offered by the Company or any Affiliate within that Service Area or to services for which the Company or any Affiliate has documented plans to provide, offer or supply within that Service Area at the time of
Participant’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 the services or products, which the Participant 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 Participant’s termination of employment; provided, however, that the Participant is nevertheless prohibited from (i) selling, attempting to sell, and providing or attempting to provide, to any person who was a customer, or who was
actively sought as a customer, of the Company or any Affiliate at the time of Participant’s termination of employment any wireless or wireline telecommunications services, including but not limited to internet services, that are the type of
services or products that the Company or any Affiliate sold, attempted to sell or provided or attempted to provide to such customer as described in (a) above and (ii) soliciting or encouraging any employee of the Company or any Affiliate
to terminate employment or taking any other of the prohibited actions as described in (b) above. 
 (h) Notwithstanding any other
provision of this Section 3.05, for any Participant who was actively employed by the Company on December 31, 2004, these forfeiture provisions shall not apply to any benefits that were earned or accrued as of December 31, 2004 and
otherwise vested or nonforfeitable (not considering these forfeiture provisions) and with respect to Mary McDermott, the portion of her benefits that were earned or accrued as of December 31, 2004 under the Old Plan and this Plan shall be fully
vested and nonforfeitable, and not subject to forfeiture under these provisions, with respect to the amount of her benefits that are earned and accrued as of December 31, 2004 treating her as if she (i) had seven (7) years of service
solely for purposes of determining her rights for benefits if she were to voluntarily terminate employment (but not for purposes of calculating her “Applicable Percentage”) and (ii) was fully vested in the NTELOS Inc. Savings and
Security Plan and the Retirement Plan. 
 3.06. Change in Control 
 (a) Except as otherwise provided in this Section 3.06, on a Control Change Date, notwithstanding any other provision of the Plan, a Participant shall be entitled to a lump sum cash payment which shall be made on
the Control Change Date equal to the Actuarial Equivalent of all his benefits under the Plan as of the date he would have been eligible to Retire and determined under Section 3.01(a), 
  

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 based on his Years of Service as of the Control Change Date (which shall include any Years of Service creditable under
the second sentence of Section 1.33) and taking into account the provisions of the second sentence of Section 3.02(c) only if the Participant’s employment is terminated by the Company or an Affiliate without Cause or by the
Participant for Good Reason on the Control Change Date, provided, however, that no such benefits under this Section 3.06(a) shall be payable if Participant is not an Eligible Employee as of the Control Change Date. 
 (b) Except as otherwise provided in this Section 3.06, notwithstanding any other provision of the Plan, on and after a Control Change Date, a
Participant who is not an Eligible Employee on a Control Change Date and who has commenced receiving or is otherwise entitled to receive benefits under the Plan (other than on account of this Section 3.06(b)) shall be entitled to a lump sum
cash payment which shall be made on the Control Change Date equal to the Actuarial Equivalent of all his remaining benefits under the Plan as of such time. 
 (c) Notwithstanding any other provision of this Plan, any payment made to a Participant under this Section 3.06 shall reduce on an Actuarial Equivalent basis (but not below zero) any further benefits otherwise
payable to such Participant under this Plan. In the event Participant does not become entitled to any further benefits under this Plan, Participant shall not be required to return any payment made under this Section 3.06. 
 (d) Any payment made to a Participant under this Section 3.06 is a one-time payment as of such Control Change Date. Payment under this
Section 3.06 shall not change the timing and form of any further benefits payable under the Plan other than with respect to the reduction on an Actuarial Equivalent basis (but no below zero) of the amount of any further benefits that may
otherwise become payable to such Participant under the Plan as described in (c) above. 
 3.07. Delay for Specified Employees 
 If at any time when the Company has any stock publicly traded on an established securities market or otherwise, a Participant who is a Specified Employee is entitled to
benefits under this Plan upon a Separation from Service, then to the extent necessary to comply with the “specified employee” rule of Code Section 409A, no payments may be made hereunder before the date which is six months after the
Participant’s Separation from Service or, if earlier, his date of death. All such amounts which would have otherwise been required to be paid to the Participant during such six months or, if earlier, the Participant’s death, shall be paid
in one lump sum payment as soon as administratively practicable after the date which is six months after the Participant’s Separation from Service or, if earlier, the Participant’s death. Any other payments scheduled to be made after such
period shall be made at the same times otherwise designated herein disregarding the delay for payments required pursuant to this Section 3.07. This provision is intended to comply with the “specified employee” rule of Code
Section 409A and shall be interpreted accordingly. 
 3.08. Confidential Information 
 The Participant understands and acknowledges that during the Participant’s employment with the Company or any Affiliate, the Participant has been and will be making
use of, and acquiring or adding to the Confidential Information (as defined below). In order 
  

 16 








 to protect the Confidential Information, the Participant will not, during the Participant’s employment with the
Company or any Affiliate or at any time thereafter, in any way utilize any of the Confidential Information except in connection with the Participant’s employment by the Company or an Affiliate. The Participant will not at any time use any
Confidential Information for the Participant’s own benefit or for the benefit of any person except the Company or an Affiliate. At the end of the Participant’s employment with the Company and its Affiliate, the Participant will surrender
and return to the Company any and all Confidential Information in the Participant’s possession or control, as well as any other Company or Affiliate property in the Participant’s possession or control. The Participant acknowledges and
agrees that benefits payable under the Plan shall be forfeited if the Participant breaches any of the provisions of this Section 3.08. 
 The term
“Confidential Information” shall mean any information that is confidential and proprietary to the Company or any Affiliate, 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 or an Affiliate’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 Competitors (as defined in Section 3.05). 
 Confidential Information
includes any such information that the Participant may prepare or create during the Participant’s employment with the Company or an Affiliate, 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. 
 Notwithstanding any other provision of this Section 3.08, for any Participant who was actively employed by the Company on December 31, 2004, these forfeiture provisions shall not apply to any benefits that were earned or accrued
as of December 31, 2004 and otherwise vested or nonforfeitable (not considering these forfeiture provisions) and with respect to Mary McDermott, the portion 
  

 17 








 of her benefits that were earned or accrued as of December 31, 2004 under the Old Plan and this Plan shall be fully
vested and nonforfeitable, and not subject to forfeiture under these provisions, with respect to the amount of her benefits that were earned and accrued as of December 31, 2004 treating her as if she (i) had seven (7) years of service
solely for purposes of determining her rights for benefits if she were to voluntarily terminate employment (but not for purposes of calculating her “Applicable Percentage”) and (ii) was fully vested in the NTELOS Inc. Savings and
Security Plan and the Retirement Plan. 
 ARTICLE IV  
 GUARANTEES 
 The Company and any Affiliate participating in the Plan have only a
contractual obligation to pay the benefits described in Article III. All benefits are to be satisfied solely out of the general corporate assets of the Company or the appropriate Affiliate (whomever employs the Participant), which assets shall
remain subject to the claims of its creditors. No assets of the Company or a participating Affiliate will be segregated or committed to the satisfaction of its or any Affiliate’s obligations to any Participant or Beneficiary under this Plan.
Notwithstanding the foregoing, the Company may establish a grantor trust in anticipation of its obligations to Participants and Beneficiaries, provided that the assets of any such trust shall (i) remain subject to the claims of the
Company’s or Affiliate’s creditors and (ii) be located within the United States. If the Company or any Affiliates, in its sole discretion, elects to purchase life insurance on the life of a Participant in connection with the Plan, the
Participant must submit to a physical examination, if required by the insurer, and otherwise cooperate in the issuance of such policy or his rights under the Plan will be forfeited. 
 ARTICLE V  
 TERMINATION OF EMPLOYMENT 
 5.01. No Guarantee of Employment 
 The Plan does not in any way limit
the right of the Company or an Affiliate at any time and for any reason to terminate the Participant’s employment or such Participant’s status as an Eligible Employee. In no event shall the Plan, by its terms or by implication, constitute
an employment contract of any nature whatsoever between the Company or an Affiliate and a Participant. 
 5.02. Termination of Employment 

(a) Except as provided in subsection (b), a Participant who ceases to be an Eligible Employee or whose employment with the Company and its Affiliates
is terminated either with or without Cause, for reasons other than Retirement, death or becoming Disabled while in the employ of the Company or an Affiliate, shall immediately cease to be a Participant under this Plan and shall forfeit all rights
under this Plan. A Participant on authorized leave of absence from the Company or an Affiliate shall not be deemed to have terminated employment or lost his status as an Eligible Employee for the duration of such leave of absence. 
 (b) A Participant who incurs a Separation from Service with the Company and its Affiliates prior to Retirement, death or becoming Disabled while in the
employ of the Company or an Affiliate but (i) after completing seven (7) Years of Service or (ii) after 
  

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 a Control Change Date, shall be entitled to benefits under the Plan, calculated as of the date he would have been
eligible to Retire and determined under Plan Section 3.01(a), based on his Years of Service as of his Separation from Service (which shall include any Years of Service creditable under the second sentence of Section 1.33); provided,
however, that no benefits shall be payable if (1) the Participant terminates his employment voluntarily (other than a voluntary termination (a) after completing seven (7) Years of Service or (b) with Good Reason after a Change in
Control) or (2) the Company or an Affiliate discharges the Participant for Cause as determined by the Board. Except as otherwise provided in Section 3.07 of the Plan, payment under this Section 5.02(b) shall commence on the first day
of the month following the later of (i) the date of Participant’s Separation from Service or (ii) the date Participant would have attained his Early Retirement Date and is payable on the first day of each month thereafter. The
benefits payable under this Article shall be paid in the form of a Life Annuity. 
 ARTICLE VI  
 COORDINATION OF BENEFITS 
 For purposes of the
calculations in Section 3.01, the amount payable in any month to a Participant or Beneficiary, under the Plan, shall be reduced, but not below zero, by the Actuarial Equivalent of any amount paid or payable to the Participant for the month in
question or a prior or future month from a Supplemental Benefit Account. 
 This limitation shall not apply to the extent that its application would result
in the payment of an after-tax benefit under the Plan and a Supplemental Benefit Account that is less than the benefit otherwise payable under Article III on an after-tax basis. In determining the amount payable under the Plan and from a
Supplemental Benefit Account on an after-tax basis, the Company or Affiliate shall make its determination using the maximum rates of federal, state and local income taxes that are applicable to the Participant or Beneficiary. 
 ARTICLE VII  
 SUBSEQUENT
DEFERRAL ELECTIONS 
 Notwithstanding any other provisions of the Plan, a Participant may elect to establish a subsequent payment date for payment of
the Participant’s benefits under the Plan that is after the dates otherwise set forth herein, or change the form of payment (including but not limited to changing a Life Annuity to installment payments or a lump sum) provided that any such
subsequent deferral election satisfies the conditions of this Article. For a subsequent deferral election to be effective, (i) the Participant must make the election not less than twelve (12) months prior to the date the first payment for
the particular payment event is scheduled to be made (or in the case of a Life Annuity, twelve (12) months prior to the date the first amount is scheduled to be paid), (ii) the election must not take effect until at least twelve
(12) months after the date on which the election is made and (iii) in case of an election related to a payment not made on account of death or Disability, the payment with respect to which such election is made must be deferred for a
period of not less than five (5) years from the date such payment would otherwise have been paid (or in the case of a Life Annuity, five (5) years from the date the first amount was scheduled to be paid). If a subsequent deferral election
is made pursuant to this Article, benefits shall be paid and administered in all respects consistent with such subsequent deferral election, except that the benefits to which the Participant would be entitled shall be adjusted actuarially to reflect
any delay in the commencement of benefits pursuant to this Article. 
  

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 ARTICLE VIII  
 TERMINATION, AMENDMENT OR MODIFICATION OF PLAN 
 8.01. Amendment or Termination 
 Except as otherwise specifically provided, the Company reserves the right to terminate, amend or modify this Plan, wholly or partially, at any time and from time to time;
provided, however, that without a Participant’s consent, the Board may not terminate, amend or modify Section 1.06, Section 1.07, Section 1.16, Article II, Article III, Section 5.02, Section 8.01, Section 8.03 and
Exhibit I at any time or any other provision of the Plan within twelve (12) months before a Control Change Date or after a Control Change Date. Such right to terminate, amend or modify the Plan shall be exercised by the Board. 
 8.02. Notice Requirement 
 (a) Section 8.01
notwithstanding, no action to terminate the Plan shall be taken except upon written notice to each Participant to be affected thereby, which notice shall be given not less than thirty (30) days prior to such action. 
 (b) Any notice which shall be or may be given under the Plan shall be in writing and shall be mailed by United States mail, postage prepaid. If notice is
to be given to the Company such notice shall be addressed to it at Post Office Box 1990, Waynesboro, Virginia 22980-1990; addressed to the attention of the Corporate Secretary. If notice is to be given to a Participant, such notice shall be
addressed to the Participant’s last known address. 
 8.03. Special Rule 
 The rights of the Company set forth in Section 8.01 are subject to the condition that the Board shall take no action to terminate the Plan or decrease any benefit that has accrued (based on the Participant’s
Years of Service as of the time of the Board’s action) or become payable to a Participant, after the Participant accrues or commences receiving such benefits, without such Participant’s consent, until all such benefits are paid in full or
Participant is no longer entitled to receive them, in each case pursuant to the terms of the Plan. For purposes of this Section 7.03, a Participant shall be treated as having accrued a benefit on and after the time the Participant is credited
with a Year of Service under the Plan and Years of Service shall include any Years of Service creditable under the second sentence of Section 1.33. Notwithstanding the foregoing, nothing in this Section 8.03 shall prevent the Board from
amending the Plan to preclude any further Eligible Employees from becoming Participants in the Plan or to preclude any Participant from further accruing any additional amount of benefits under the Plan after such time above the amount of benefits
accrued based on the Participant’s Years of Service as of the time of the Board’s action. In the event the Board, as described in the preceding sentence, amends the Plan to preclude the further accrual of any additional amount of benefits
under the Plan after the time of the Board’s action, notwithstanding any other provision of this Plan, the amount of such Participant’s benefits described in Article III, Section 5.02(b) or otherwise shall be calculated as described
in the applicable provisions of the Plan and based on the Participant’s 
  

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 Years of Service credited on or before the time of the Board’s action; however, in that event, any other provision
of the Plan that requires a determination of a Participant’s Years of Service for any purpose other than calculating the amount of the Participant’s benefits described in Article III, Section 5.02(b) or otherwise (including without
limitation for the purpose of determining any entitlement to receipt of such amount of benefits) shall include any Years of Service credited to the Participant after the time of the Board’s action. 
 8.04. Effect of Plan Termination 
 Except as provided in
Section 8.03, upon the termination of this Plan by the Board, the Plan shall no longer be of any further force or effect, and neither the Company, any Affiliate nor any Participant shall have any further obligation or right under this Plan.

 ARTICLE IX  
 OTHER BENEFITS AND AGREEMENTS 
 The benefits provided for a Participant under the Plan are in addition to any other benefits
available to such Participant under any other plan or program of the Company or any Affiliate for its employees, and, except as may otherwise be expressly provided for, the Plan shall supplement and shall not supersede, modify or amend any other
plan or program of the Company or any Affiliate in which a Participant is participating. 
 ARTICLE X  
 RESTRICTIONS ON TRANSFER OF BENEFITS 
 No right
or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to do so shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts,
contracts, liabilities, or torts of the person entitled to such benefit. If any Participant under the Plan should become bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber or charge any right to a benefit hereunder, then
such right or benefit, in the discretion of the Board, shall cease and terminate, and, in such event, the Board may hold or apply the same or any part thereof for the benefit of such Participant, his or her spouse, children, or other dependents, or
any of them, in such manner and in such portion as the Board may deem proper. 
 ARTICLE XI  
 ADMINISTRATION OF THE PLAN 
 11.01. The
Board 
 The Plan shall be administered by the Board. Subject to the provisions of the Plan, the Board may adopt such rules and regulations as may be
necessary to carry out the purposes hereof. The Board’s interpretation and construction of any provision of the Plan shall be final and conclusive. 
  

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 11.02. Indemnification of the Board 
 The Company shall indemnify and save harmless each member of the Board against any and all expenses and liabilities arising out of his administration of the Plan, excepting only expenses and liabilities arising out of
his own willful misconduct. Expenses against which a member of the Board shall be indemnified hereunder shall include without limitation, the amount of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in
connection with a claim asserted under the Plan, or a proceeding brought or settlement thereof. The foregoing right of indemnification shall be in addition to any other rights to which any such member may be entitled. 
 11.03. Powers of the Board 
 In addition to the powers hereinabove
specified, the Board shall have the power to compute and certify the amount and kind of benefits from time to time payable to Participants under the Plan, to authorize all disbursements for such purposes, and to determine whether a Participant is
entitled to a benefit under the Plan. 
 11.04. Information 
 To enable the Board to perform his functions, the Company shall supply full and timely information to the Board on all matters relating to the compensation of all Participants, their retirement, death or other cause for termination of
employment, and such other pertinent facts as the Board may require. 
 ARTICLE XII  
 MISCELLANEOUS 
 12.01. Binding Nature

 The Plan shall be binding upon the Company, any participating Affiliates and its successors and assigns; subject to the powers set forth in Article VII,
and upon a Participant and his assigns, heirs, executors and administrators. 
 12.02. Governing Law 
 To the extent not preempted by federal law, the Plan shall be governed and construed under the laws of the Commonwealth of Virginia (including its choice of law rules,
except to the extent those rules would require the application of the law of a state other than Virginia) as in effect at the time of their adoption and execution, respectively. 
 12.03. Use of Masculine and Feminine; Singular and Plural 
 Masculine pronouns wherever used shall include feminine
pronouns and the use of the singular shall include the plural. 
  

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 12.04. Compliance with Code Section 409A  
 This Plan is intended to comply with the applicable requirements of Section 409A of the Code and shall be construed and interpreted in accordance therewith. Notwithstanding the preceding, the Company shall not be
liable to any Participant or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any payments under this Plan are subject to taxes, penalties or
interest as a result of failing to comply with Code Section 409A. 
 ARTICLE XIII  
 ADOPTION 
 The Company has adopted this Plan
pursuant to action taken by the Board. 
  

			
	NTELOS INC.
		
	BY:	 	 /s/ Michael B. Moneymaker

		 	Michael B. Moneymaker
		 	Executive Vice President, Chief Financial
		 	Officer, Treasurer and Secretary


  

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 EXHIBIT I 
  

			
	 Participant’s
 Years of Service
	  	 Applicable Percentage

	1	  	5.0
	 2
	  	10.0
	 3
	  	15.0
	 4
	  	20.0
	 5
	  	25.0
	 6
	  	30.0
	 7
	  	34.0
	 8
	  	36.0
	 9
	  	38.0
	 10
	  	40.0
	 11
	  	42.0
	 12
	  	44.0
	 13
	  	46.0
	 14
	  	48.0
	 15
	  	50.0
	 16
	  	51.5
	 17
	  	53.0
	 18
	  	54.5
	 19
	  	56.0
	 20
	  	57.5
	 21
	  	59.0
	 22
	  	60.5
	 23
	  	62.0
	 24
	  	63.5
	 25
	  	65.0
	 26
	  	66.5
	 27
	  	68.0
	 28
	  	69.5
	 29
	  	71.0
	 30
	  	72.5
	 31
	  	74.0
	 32
	  	75.5
	 33
	  	77.0
	 34
	  	78.5
	 35
	  	80.0