Retirement Agreement



 Exhibit 10.2 
 December 17, 2009 
 James S. Quarforth 
 709 Pine Avenue 
 Waynesboro, VA 22890 

 

	Re:	Retirement Agreement 

 Dear Jim: 
 This letter agreement sets forth the complete terms under which you will retire as an employee and officer of NTELOS Holdings Corp. and
NTELOS Inc. (collectively, the “Company”). 
 1. Retirement Date. Your Amended and Restated Employment
Agreement dated as of December 19, 2008 and amended as of January 13, 2009 and attached hereto as Exhibit A (the “Employment Agreement”) provides for an employment term through March 31, 2010. However, in connection
with the Chief Executive Officer succession planning process engaged in by the Board of Directors of the Company, the Company and you have agreed that your resignation as the Chief Executive Officer, Chairman of the Board and a director of the
Company and its subsidiaries will be effective as of December 17, 2009 and that your retirement as an employee of the Company will be effective as of December 31, 2009. Accordingly, your last day of employment with the Company will be
December 31, 2009 (your “Retirement Date”). After your Retirement Date, you will no longer be an employee or officer of the Company or any subsidiary or affiliate of the Company. You hereby waive any claim for future employment with
the Company or any subsidiary or affiliate of the Company. 
 2. Payment. As consideration for the General Release
described in paragraph 10 of this letter agreement and the other consideration described herein, the receipt and adequacy of which are hereby acknowledged, the Company will make a lump-sum payment in cash or cash equivalent to you of One Hundred
Sixty Four Thousand and Seven Hundred Sixty Two Dollars ($164,762), to be paid on July 1, 2010 or, if sooner, within five (5) days of your death, less any applicable federal, state and local income or employment taxes required to be
withheld. This is a lump sum payment to which you would not otherwise be entitled in the absence of this letter agreement. (The amount of this lump-sum payment is subject to downward adjustment if, as provided in paragraph 3(f) below, you receive a
payment after the date hereof related to the 2008 Team Incentive Plan, as such payment will increase the amount of the regular monthly payments under the Company’s Executive Supplemental Retirement Plan which regular monthly payments will
commence in July 2010 due to your retirement.) 
 Nothing in this letter agreement shall be deemed an admission by the Company
or any parent, subsidiary or affiliate of the Company, or by you, of any violation of any agreement, statute, law, or right or of any wrongdoing of any kind. 







 3. Employee Benefits. You also will receive the following employee benefits:

 (a) Continuation of medical plan coverage. You will continue to participate in the Company’s medical plan in accordance
with the terms provided in such plan from time to time for participation by Company employees who are hired before April 1, 1993 and satisfy the plan’s age and service requirements for retiree coverage. 
 (b) Continuation of dental, vision, employee assistance program and flexible spending plan coverage through COBRA for up to 18 months. COBRA
administration is handled by Ceridian. They will mail a package to your home for you to elect such COBRA coverage. 
 (c)
Continuation of life insurance and accidental death and dismemberment insurance. You may either (i) continue the current group employee coverage for a period of up to two years or (ii) convert your current employee coverage to an
individual policy with Reliance Standard. You may contact Renee Yates at BB&T Barger Insurance to obtain information about these alternatives. 
 (d) Continuation of executive life insurance. Your executive life insurance policy in the amount of $906,000 is paid through January 12, 2010. If you desire to keep this policy in effect beyond this
date, you must contact Renee Yates at BB&T Barger Insurance and make arrangements for future payments. 
 (e) Continuation
of executive disability policy. Your executive disability policy is paid through March 19, 2010. If you desire to keep this policy in effect beyond this date, you must contact Renee Yates at BB&T Barger Insurance and make arrangements for
future payments. 
 (f) 2008 TIP. As described in a separate letter to you dated as of the date hereof and attached hereto as
Exhibit B, any payments related to the 2008 Team Incentive Plan that you receive after November 30, 2009 shall be included in the Executive Supplemental Retirement Plan calculation of your “final pay” for the five-year period
ended November 30, 2009 for purposes of determining the amount of your benefits under such plan. 
 (g) 2009 TIP. You are
eligible to receive payments, if any, resulting from the Company’s performance with respect to the 2009 Team Incentive Plan based on your targeted bonus percentage established by the Compensation Committee on March 2, 2009, which will be
paid, if at all, within two and one-half months after the end of 2009. 
 (h) You will receive benefits under the Company’s
Revised Retirement Plan for Employees of NTELOS Inc. and the Company’s Executive Supplemental Retirement Plan at a level based on, as of December 31, 2009, the sum of your age and years of benefit service equaling 85 or more (“Rule of
85”) under such Plans in accordance with their terms. You also will receive benefits under the Company’s Savings and Security Plan in accordance with its terms. 







 (i) Your rights to benefits under the Company’s employee benefit plans in which you
participate will be determined in accordance with the applicable plan documents, except as otherwise set forth herein. 
 4.
Standard Termination Payments. You will receive payments for earned and unpaid base salary accrued through your Retirement Date and unreimbursed business and entertainment expenses incurred through your Retirement Date as reimbursable under
the Company’s normal policies. Payment of these items will be made consistent with normal check processing schedules but in no event later than two and a half months after your Retirement Date. 
 5. Company Stock. 
 (a) You currently hold Sixty Six Thousand and Sixty Six (66,066) NTELOS Stock Options granted March 5, 2007 with an exercise price of $18.14 per share (the “2007 Options”) and Sixty Six Thousand and Sixty Six
(66,066) NTELOS Stock Options granted March 3, 2008 with an exercise price of $21.32 per share (the “2008 Options”). Thirty Three Thousand and Thirty Three (33,033) of the 2007 Options will be vested on your Retirement Date.
Additionally Sixteen Thousand Five Hundred Sixteen and a Half (16,516.5) of the 2007 Options will continue to vest through March 5, 2010 as if you had remained an employee of the Company through such date. Sixteen Thousand Five Hundred
Sixteen and a Half (16,516.5) of the 2008 Options will be vested on your Retirement Date. Additionally, Sixteen Thousand Five Hundred Sixteen and a Half (16,516.5) of the 2008 Options will continue to vest through March 3, 2010 as if
you had remained an employee of the Company through such date. All other 2007 Options and 2008 Options will be forfeited as of your Retirement Date. You shall have until July 31, 2010 to exercise all vested 2007 Options and 2008 Options. You
acknowledge that this extension of exercisability will result in the loss of “incentive stock option” treatment for any of your 2007 Options and 2008 Options that would otherwise have been eligible for that treatment. Except for the
foregoing, your 2007 Options and 2008 Options will continue pursuant to their terms. 
 (b) You currently hold Twenty Thousand
One Hundred and Eighty Four (20,184) shares of NTELOS Restricted Stock. Sixteen Thousand Eight Hundred Twenty (16,820) shares will be vested on your Retirement Date subject to the final payout level, if any, under the Company’s 2009
Team Incentive Plan, contingent upon the achievement of the applicable performance goals, as provided in the Restricted Stock Award Agreement and approved by the Compensation Committee on March 2, 2009 (the “2009 TIP Achievement”).
The remaining Three Thousand Three Hundred Sixty Four (3,364) shares of NTELOS Restricted Stock which will not be vested on your Retirement Date will continue to vest until March 2, 2010 as if you had remained an employee of the Company
through such date, subject to the 2009 TIP Achievement. If the 2009 TIP Achievement percentage is zero, then the 20,184 shares of Restricted Stock will be forfeited as of the date the Compensation Committee determines the 2009 TIP Achievement
percentage. 
 6. Accord and Satisfaction. By signing this letter agreement, you accept the retirement and other benefits
described herein as a final accord and satisfaction of all








 
payments and benefits due you from the Company or any parent, subsidiary or affiliate relating to your employment, including, without limitation, any amounts that may be due you under the terms
of the Employment Agreement, and you hereby waive any rights to receive any other payments and benefits from the Company or any parent, subsidiary or affiliate of the Company other than as described in this letter agreement, including without
limitation, any payments and benefits to which you may be entitled under such Employment Agreement. You also acknowledge that you are not entitled to receive any payments or benefits under any other severance plan, arrangement, program or policy of
the Company or any parent, subsidiary or affiliate of the Company. This letter agreement constitutes the final and entire agreement between you and the Company on the subject matter herein, and no other representation, promise, or agreement has been
made to cause you to sign this letter agreement. All other agreements regarding your employment or the subject matter therein shall be superceded by this letter agreement except as expressly set forth herein. 
 7. Non-Competition and Confidential Information. You agree, acknowledge and affirm that Sections 5 (other than
Section 8(i)) through 11 of the Employment Agreement remain in full force and effect and are not superceded, merged or otherwise affected by this letter agreement and that you will continue to be bound by the terms and conditions of Sections 5
(other than Section 8(i)) through 11 of the Employment Agreement. You further agree that the covenants, prohibitions and restrictions contained in this letter agreement are in addition to, and not in lieu of, any rights or remedies that the
Company may have available pursuant to the Employment Agreement or the laws of any jurisdiction, or the common law or equity, and the enforcement or non-enforcement by the Company of its rights and remedies pursuant to this letter agreement shall
not be construed as a waiver of any other rights or remedies that it may possess. Any breach by you of this paragraph 7 or of Sections 5 (other than Section 8(i)) through 11 of the Employment Agreement, shall be grounds for termination of any
payments to be made or benefits to be delivered that you would not have been entitled to receive absent this letter agreement. Additionally, in the event of any such breach, you agree to repay the Company any benefits that you previously received
that you would not have been entitled to receive absent this letter agreement.  
 8. General Release. For and in
consideration of the payments and promises set forth in this letter agreement, and other good and valuable consideration to which you would not have been otherwise entitled in the absence of this letter agreement, the sufficiency of which is hereby
acknowledged, you hereby release, acquit, and forever discharge the Company and all affiliates, parents, subsidiaries, partners, joint venturers, owners, and shareholders, and all of their officers, directors, employees, representatives, and agents,
and all successors and assigns thereof (each a “Released Party”), from any and all claims, charges, complaints, demands, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights,
entitlements, costs, losses, debts, and expenses (including attorneys’ fees and legal expenses), of any nature whatsoever, known or unknown, which you now have, had, or may hereafter claim to have had against the Company or any other Released
Party, of any kind or nature whatsoever, arising from any act, omission, transaction, matter, or event which has occurred or is alleged to have occurred up to the date you execute this letter agreement. 







 The claims knowingly and voluntarily released herein include, but are not limited to, all
claims relating in any way to your employment with the Company or the conclusion of that employment, whether such claims are now known or are later discovered, such as claims under the Age Discrimination in Employment Act, Title VII of the Civil
Rights Act of 1964, 42 U.S.C. § 1981, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act or other federal or state wage and hour laws, the Employee Retirement Income Security Act, claims for
breach of contract, infliction of emotional distress, claims under any other federal or state law pertaining to employment or employment benefits, and any other claims of any kind based on any contract, tort, ordinance, regulation, statute, or
constitution; provided, however, that nothing in this Agreement shall be interpreted to release any claims which you may have for workers compensation benefits. You acknowledge that this letter agreement may be pled as a complete defense and shall
constitute a full and final bar to any claim based on any act, omission, transaction, matter, or event which has occurred or is alleged to have occurred up to the date you execute this letter agreement. 
 9. Non-Disparagement. You agree not to make any statement or take any action that criticizes or disparages the Company or its parent,
subsidiaries or affiliates, their employees, officers, directors, representatives and agents, their management or their practices or that disrupts or impairs their normal operations, and the Company and its parent, subsidiaries and affiliates agree
not to take any action that criticizes or disparages you, except that nothing in this letter agreement shall be interpreted to limit either of our rights to confer with counsel or to provide truthful testimony pursuant to subpoena, notice of
deposition or as otherwise required by law. This provision is in addition to, and not in lieu of, the substantive protections under applicable law relating to defamation, libel, slander, interference with contractual or business relationships, or
other statutory, contractual, or tort theories. 
 10. Receipt and Effective Date. You acknowledge that you have read and
understand this letter agreement, that you have been offered a period of at least twenty-one (21) days to consider its terms, that you have been advised in writing to discuss its terms with an attorney before executing it, and that your
execution is purely voluntary. This letter agreement will not become effective and enforceable until seven (7) days after you execute it. If the end of such revocation period falls on a Saturday, Sunday or legal holiday in the Commonwealth of
Virginia, the revocation period shall be extended until the next day that is not a Saturday, Sunday or legal holiday in the Commonwealth of Virginia. You understand that you have the right to revoke this letter agreement before that time. If you
decide to revoke this letter agreement, you agree to deliver to the Company (to my attention) a signed notice of revocation on or before such time. Notwithstanding anything contained herein to the contrary, you understand and agree that, if you fail
to sign the letter agreement on or before the expiration of twenty-one (21) days of the day you received it, or if you revoke the letter agreement before the expiration of the revocation period, this letter agreement shall be canceled and void
and neither party shall have any rights or obligations arising under it, and you will not be entitled to receive any payments or benefits under this letter agreement not otherwise payable absent this letter agreement. Notwithstanding any other
provision of this letter agreement, no payments or benefits shall be made hereunder until the expiration of such revocation period. 







 11. Severability. The terms, conditions, covenants, restrictions, and other
provisions contained in this letter agreement are separate, severable, and divisible. If any term, provision, covenant, restriction, or condition of this letter agreement or part thereof, or the application thereof to any person, place, or
circumstance, shall be held to be invalid, unenforceable, or void, the remainder of this letter agreement and such term, provision, covenant, or condition shall remain in full force and effect to the greatest extent practicable and permissible by
law, and any such invalid, unenforceable, or void term, provision, covenant, or condition shall be deemed, without further action on the part of the parties hereto, modified, amended, limited, or deleted to the extent necessary to render the same
and the remainder of this letter agreement valid, enforceable, and lawful. 
 12. Taxes. 
 (a) You shall be responsible for any tax consequences of any payments made pursuant to this letter agreement, except for any applicable
taxes that the Company withholds. You acknowledge and agree that the Company is not undertaking to advise you with respect to any tax consequences of this letter agreement, and that you are solely responsible for determining those consequences and
satisfying all of your applicable tax obligations resulting from any payments described herein. 
 (b) For purposes of this
letter agreement, all rights to payments hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”). For purposes of this letter agreement, your Retirement Date will constitute a “separation from service” within the meaning of Section 409A of the Code. Because you are a “specified employee” under
Section 409A of the Code, the amounts that you are receive under this letter agreement that are not otherwise exempt from Section 409A of the Code will not be paid until after the date which is six (6) months after your Retirement
Date or, if earlier, your date of death. Any remaining amounts shall be paid as otherwise scheduled in this letter agreement. This letter agreement is intended to comply with the applicable requirements of Section 409A of the Code and shall be
construed and interpreted in accordance therewith. The Company may at any time amend or suspend this letter agreement, or any payments to be made hereunder, as necessary to be in compliance with Section 409A of the Code to avoid the imposition
of any potential taxes, penalties or interest as a result of failing to comply with Section 409A of the Code. To the extent that you incur liability for excise taxes, penalties or interest under Section 409A of the Code because any
nonqualified deferred compensation that is payable under this letter agreement, and that would not be paid absent this letter agreement, fails to comply with Section 409A of the Code, the Company will make a special reimbursement payment to you
equal to the sum of (i) your liability for the excise taxes, penalties or interest under Section 409A of the Code and (ii) all taxes attributable to the special reimbursement payment at the time such taxes, penalties and interest are
required to be remitted to the applicable authorities. 
 13. Assignment. Your rights and obligations under this letter
agreement are personal to you and may not be transferred by you by assignment or otherwise. 







 14. Non-Waiver. Neither any course of dealing nor any failure or neglect of either
party hereto in any instance to exercise any right, power, or privilege hereunder or under law shall constitute a waiver of that right, power, or privilege or of the same right, power, or privilege in any other instance. Any waiver by either party
hereto must be contained in a written instrument signed by the party to be charged with such waiver and, in the case of the Company, by its Chief Executive Officer. 
 15. Acknowledgements. You acknowledge that you have read this letter agreement and understand its terms. You have been provided with a full and fair opportunity to consult with an attorney of your
choosing and to obtain any and all advice you deem appropriate with respect to this letter agreement. In light of the foregoing, you are satisfied with the terms of this letter agreement and agree that its terms are binding upon you. 
 16. Non-Disclosure. You covenant and agree that you will not disclose the existence or terms of this letter agreement to any person
except (i) licensed attorney(s) for the purpose of obtaining legal advice, (ii) licensed or certified accountant(s) for purposes of preparing tax returns or other financial services, (iii) proceedings to enforce the terms of this
letter agreement, or (iv) as otherwise required by law or court order. However, nothing herein shall limit your ability to confer with legal counsel, to testify truthfully under subpoena or court order, or to cooperate with an investigation by
a municipal, state or federal agency for enforcement of laws, and you may disclose the existence or terms of this letter agreement to your spouse or other immediate family, including your parents, provided you take reasonable measures to assure that
she or they do not disclose the existence or terms of this letter agreement to a third party, except as otherwise allowed herein. 
 17. Previous Agreements. You agree and specifically acknowledge that the Company and you are entering into this letter agreement for the purpose of amicably resolving any and all issues relating to your employment with the Company
and its cessation. 
 18. Governing Law and Interpretation. This letter agreement shall be deemed to be made in, and in
all respects shall be interpreted, construed, and governed by and in accordance with the laws of the Commonwealth of Virginia, notwithstanding any choice of law provisions otherwise requiring application of other laws. It shall be interpreted
according to the fair meaning of the terms herein and not strictly in favor of, or against, either party. 
 19.
Amendments. No amendment or modification of this letter agreement shall be binding or effective for any purpose unless made in a writing signed by the party against whom enforcement of such amendment or modification is sought. 







 Please sign, date, and have Notarized in the space below to accept the terms of your
termination of employment from the Company and return the executed letter to me for the Company’s files. If you have any questions, please let me know. 
  

					
	Sincerely,
	
	NTELOS INC.
		
	By:	 	 /s/ James A. Hyde

		 	Name:	 	James A. Hyde
		 	Title:	 	Chief Executive Officer and President


 IN WITNESS WHEREOF, the undersigned have signed and executed this
Agreement on the dates set forth below as an expression of their intent to be bound by the foregoing terms of this Agreement. 
  

			
	By:	 	 /s/ James S. Quarforth

		 	James S. Quarforth
	
	Date: December 17, 2009


 Sworn to and subscribed 
 before me this              day 
 of
            , 2009. 
  

	
	  

	Notary Public
	     [Seal]









 EXHIBIT A 
 AMENDMENT 
 TO 
 AMENDED AND RESTATED EMPLOYMENT AGREEMENT 
 THIS
AMENDMENT (“Amendment”) to the Amended and Restated Employment Agreement (the “Employment Agreement”) dated as of December 18, 2008, by and between NTELOS Inc., a Virginia corporation, and NTELOS Holdings Corp., a Delaware
corporation (collectively with NTELOS, Inc., the “Company”), and James S. Quarforth (the “Executive”) is made as of January 13, 2009, by and between the Company and the Executive (collectively, the “Parties”).

 Terms 
 In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereto promise
and agree as follows: 
 1. Section 2 of the Employment Agreement shall be amended to read in its entirety as follows:

 “The “Employment Term” hereunder shall commence on the date set forth above and shall continue in full force
and effect until March 31, 2010 unless terminated earlier pursuant to the terms and conditions of this Agreement. The Employment Term will renew hereunder automatically for successive one-year periods unless either party gives written notice to
the other not less than three (3) months prior to the end of the Employment Term to be so extended, and under such circumstances, the Employment Term and this Agreement will terminate by its terms, and without liability to either party, on
March 31, 2010 (or such subsequent anniversary, as the case may be). Notwithstanding the foregoing, if the Employment Term has less than 24 months remaining upon the occurrence of a “Change in Control” (as such term is defined in
Section 4(e)(iv)), then the Employment Term shall be automatically extended so that the Employment Term will not expire until the date which is 24 months from the date of a Change in Control, subject to automatic renewal, as described
above.” 
 2. Other than as specifically provided in the Amendment, the Employment Agreement shall remain in full force and
effect. 
 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their respective
representatives, thereunto duly authorized, as of the date first above written. 
 {SIGNATURES APPEAR ON THE FOLLOWING PAGE}








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

			
	NTELOS Holdings Corp.
		
	By:	 	 /s/ Michael B. Moneymaker

		 	Michael B. Moneymaker
		 	Executive Vice President, Chief Financial Officer
	
	NTELOS Inc.
		
	By:	 	 /s/ Michael B. Moneymaker

		 	Michael B. Moneymaker
		 	Executive Vice President, Chief Financial Officer
	
	Executive
		
	By:	 	 /s/ James S. Quarforth

		 	James S. Quarforth









 AMENDED AND RESTATED 
 EMPLOYMENT AGREEMENT 
 THIS AMENDED AND RESTATED
EMPLOYMENT AGREEMENT (the “Agreement”), dated as of December 18, 2008 between James S. Quarforth (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 management personnel; and 
 WHEREAS, the Board of Directors of the Company (the “Board”) expects that the Executive will continue to make substantial contributions to the growth and prospects of the Company; and

 WHEREAS, the Company and the Executive previously entered into an employment agreement dated as of May 2, 2005 and
amended on February 13, 2006; and 
 WHEREAS, the Company and the Executive now desire to amend and restate such prior
employment agreement; and 
 WHEREAS, the parties intend this Agreement to supersede the prior 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 Executive agree as follows: 
 1. Employment. 
 (a) Position. On the terms and subject to the conditions set forth herein, the Company agrees to employ the Executive as Chief Executive Officer and President throughout the Employment Term (as
defined below). 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 the
Executive’s position as the Board determines and shall perform such duties and carry out such responsibilities to the best of the Executive’s ability for the purpose of advancing the business of the Company and its subsidiaries. Subject to
the provisions of Section 1(c) below, during the Employment








 
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 business activity or have any other business affiliation. 
 (c) Other Activities.
Anything in this Agreement to the contrary notwithstanding, 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 may serve 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 January 1, 2010 unless terminated earlier pursuant to the terms and conditions of this Agreement. The Employment Term will renew hereunder automatically for successive one-year periods
unless either party gives written notice to the other not less than six (6) months prior to the end of Employment Term hereof (or any subsequent anniversary, as the case may be) that such party does not wish the Employment Term to be so
extended, and under such circumstances, the Employment Term and this Agreement will terminate by its terms, and without liability to either party, on January 1, 2010 (or such subsequent anniversary, as the case may be). Notwithstanding the
foregoing, upon the occurrence of a “Change in Control” (as such term is defined in Section 4(e)(iv)), the Employment Term shall be automatically extended so that the Employment Term will not expire until the date which is 24 months
from the date of a Change in Control, subject to automatic renewal, as described above. 
 3. Compensation. During
the Employment 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 $517,500 (the “Base Salary”). Base Salary will be reviewed annually throughout
the 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 salary
reduction program pursuant to which the Base Salaries of the Chief Executive Officer, the President and Chief Operating Officer, all Executive Vice Presidents and all Senior Vice Presidents are reduced by the same percentage at the same time and for
the same period of time. The Base Salary shall be payable in equal 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 any
partial year shall be prorated based upon the number of days elapsed in such year. 







 (b) Stock-Based Incentive Compensation. 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), the Executive 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 the termination of the Executive’s employment with the Company.

 (d) Team Incentive Plan. The Executive shall be eligible to participate in the Company’s team incentive plan with
an annual incentive target of ninety percent (90%) 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 or eliminated 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 in which 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 entitled to 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 the Employment 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 withheld under applicable provisions of law. 
 (f) Vacation. The Executive shall be entitled to a minimum of five weeks of vacation 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 that pays a death benefit of at least $906,000. 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 the beneficiary 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 in an 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 of the
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 additional
payment 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 immediately
following 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 to
determine 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 prior
written 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 of such information for purposes of determining the amount of the
additional payment. Notwithstanding any other provision of this Agreement, in the event the term life insurance contract described herein extends beyond the termination of Executive’s employment with the Company, the Executive, and not the
Company, shall be obligated to pay the premiums on such term life insurance contract accruing after 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 any termination 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 of Directors 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 5 through 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 specifically require 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 forth above. 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 employee benefit 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 or benefits 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 Termination Payments 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 beneficiary or 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 or mental 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 the Employment 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 representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall 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, the numerator 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 Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employment.

 (c) By the Company Without Cause. 
 (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause (for
purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s death or disability. The Company
shall provide written notice of termination to the Executive, which notice shall specify the effective date of such termination and that the termination is without Cause (the “Termination Date”). If the Termination Date is later
than the date of the notice, then from the date of the notice through the Termination Date, the Executive 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 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 both
parties hereto, before the 60th day after termination of
the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c). Under such circumstances, subject to Section 19 below, the Company shall pay the Executive an amount equal to fifty percent
(50%) of the








 
Executive’s Base Salary for a period of twenty-four (24) months (the “Termination Period”), in such periodic installments as were being 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 and subsequent 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 lump sum on the 60th day after termination of the Executive’s employment, determined
on a net present value basis, using a reasonable discount rate determined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of
months in the Termination Period and the denominator of which is 12. 
 (iii) The Company shall also be obligated to pay to the
Executive the Standard Termination Payments (as set forth above). 
 (iv) During the Termination Period, the Executive and the
Executive’s dependents will be entitled to continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the
Executive’s dependents participated on the Executive’s Termination Date with respect to any such plans for which such continued participation is allowed pursuant to applicable law and the terms of the plan. In lieu of coverage for which
such continued participation is not allowed, subject to Section 19 below, the Executive will be reimbursed, on a net after-tax basis, no less frequently than monthly, for the cost of individual insurance coverage for the Executive and the
Executive’s dependents under a policy or policies that provide benefits (other than disability coverage) not less favorable than the benefits (other than disability coverage) provided under such employee welfare benefit plans. Notwithstanding
the foregoing, the coverage or reimbursements for coverage provided under this subsection (iv) shall cease if the Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan of another employer of the
Executive that provides the same or similar type of benefits. 
 (v) In addition, Executive and the Executive’s dependents
will be entitled to receive from the Company, and the Company shall provide to the Executive and the Executive’s dependents, medical benefits not less favorable than and on the same terms and for the same periods as those provided under the
Company’s Postretirement Medical And Life Insurance Benefits Plan, as in effect on the date hereof or the Termination Date, whichever is more favorable to the Executive, regardless of whether the Executive or the Executive’s dependents are
otherwise eligible to participate in such plan. The Company, if it chooses, may provide such medical coverage under such Postretirement Medical and Life Insurance Benefits Plan, if the Executive otherwise is eligible thereunder, or in lieu of
medical coverage under such plan, subject to Section 19 below, the Company may pay for








 
or may procure, no less frequently than monthly, individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide medical benefits and
terms not less favorable than the medical benefits and terms provided under such Post Retirement Medical And Life Insurance Benefits Plan, as in effect on the date hereof or the Termination Date, whichever is more favorable to the Executive.

 (d) By the Executive. The Executive may terminate the Executive’s employment, and any further
obligations which the Executive may have to perform services on behalf of the Company hereunder at any time after the date hereof; by sending written notice of termination to the Company not less than sixty (60) days prior to the effective date
of such termination. During such sixty (60) day period, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable
to 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 in
all 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 no
further 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 (as
defined 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 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 in favor of the Company, the Board and their affiliates, in a form mutually acceptable to both parties hereto, before the 60th day after the termination of Executive’s employment.
Notwithstanding the foregoing, in no event shall any termination of employment by the Executive be deemed for Good Reason unless the Executive terminates employment within 180 days of when the Executive learns of the act or conduct that constitutes
Good Reason. 
 (e) Definitions. For purposes of this Agreement, the following 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 nolo contendere to a felony or a crime involving dishonesty; (v) the material
breach of the terms of any confidentiality, non-competition, non-solicitation or employment agreement the employee has with the Company or its subsidiaries; (vi) acts of malfeasance or negligence in a matter of material importance to the
Company or its subsidiaries; (vii) the material failure to perform the duties and responsibilities of employee’s position after written notice and 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 activities pursuant to employee’s exercise of good faith business judgment shall not be in violation of this Section 4(e)(i)). For purposes of this Agreement, Executive will also be deemed to be terminated for
“Cause” if, in connection with the sale, transfer, conveyance or other disposition of all or substantially all of the assets (whether by asset sale, stock sale, merger, combination or otherwise) of one or more of the Company’s
Material Lines of Business (a “Material Line of Business Sale”), (i) one or more of the purchasers in such Material Line of Business Sale offers employment (the “Employment Offer”) to Executive which Employment
Offer would not permit Executive to terminate employment pursuant to clauses (i), (ii), (iii), (iv) or (v) of the definition of Good Reason contained herein, (ii) Executive declines such Employment Offer, and (iii) the Company
terminates Executive’s employment within six (6) months of the consummation of the Material Line of Business Sale. 
 (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 not
paid 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 are
reduced 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 as Chief Executive Officer are
diminished; provided, however, that the Executive’s termination, for any or no reason, either from the position of Chairman of the Board or from the position of President shall not be considered “Good Reason” hereunder
(additionally, a reduction in the size of the Company as a result of a Sale of a Material Line of Business shall not alone constitute a diminution in the Executive’s job duties and responsibilities and any diminution in the Executive’s job
duties and responsibilities after notice of non-renewal of the Employment Term is given by either party shall not be considered “Good Reason” hereunder), (iv) the Executive is required to relocate to a facility more than 50 miles from
Waynesboro, Virginia, (v) the Executive is not provided benefits (e.g., health insurance) that are comparable in all material respects to those previously provided to the Executive, (vi) the Executive is directed by the Board or an
officer of the Company or an affiliate (or the Company’s successor or an affiliate thereof) to engage in conduct that Company counsel, or mutually agreed upon counsel if requested by the Executive, has advised is likely to be illegal and that
such counsel states with specificity why such direction is likely to be illegal (including a proposal for modification of such direction which in counsel’s opinion would not be likely to be illegal), or (vii) the Executive is directed by
the Board or an officer of the Company or an affiliate (or the Company’s successor or an affiliate thereof) to refrain from acting and Company counsel, or mutually agreed upon counsel if requested by the Executive, has advised that such failure
to act is likely to be illegal and that such counsel states with specificity why such direction is likely to be illegal (including a proposal for modification of such direction which in counsel’s opinion would not be likely to be illegal). If
the Executive is directed to engage in conduct that he reasonably believes is likely to be illegal or to refrain from acting and the Executive reasonably believes that such failure to act is likely to be illegal, the








 
Executive can express such reservations to the Board or directing officer, and the Company shall, at its expense, engage Company counsel, or mutually agreed upon counsel if requested by the
Executive, to advise as to whether such conduct or failure to act is likely to be illegal. Subject to the last sentence of Section 4(d) hereof, if any of the events occur that would entitle the Executive to terminate the Executive’s
employment for Good Reason hereunder and the Executive does not exercise such right to terminate the Executive’s employment, any such failure shall not operate to waive the Executive’s right to terminate the Executive’s employment for
that or any subsequent action or actions, whether similar or dissimilar, that would constitute Good Reason. For purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered
“Good Reason” hereunder. 
 (iii) Material Line of Business. “Material Line of Business” means any
line or lines of business or service or group of services which represent(s) in the aggregate either 25% or more of the Company’s consolidated revenues or 25% or more of the Company’s consolidated EBITDA (earnings before interest, taxes,
depreciation and amortization) for the twelve month period ended on the last day of the most recently ended fiscal quarter for the Company. 
 (iv) Change in Control. “Change in Control” means any of the following described in clauses (I) through (V) below, provided that a “Change in Control” shall not mean
any event listed in clauses (I) through (V) that occurs directly or indirectly as a result of or in connection with Quadrangle Capital Partners LP, a Delaware limited partnership, Quadrangle Select Partners LP, a Delaware limited
partnership, Quadrangle Capital Partners – A LP, a Delaware limited partnership, and Quadrangle NTELOS Holdings II LP, a Delaware limited partnership (collectively the “Quadrangle Entities”) and/or their Affiliates, related funds and
co-investors becoming the owner or “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Holdings representing more than fifty-one percent (51%) of the combined voting power of
the then outstanding securities, or the shareholders of Holdings approve a merger, consolidation or reorganization of Holdings with any other company and such merger, consolidation or reorganization is consummated, and after such merger,
consolidation or reorganization any of the Quadrangle Entities or their respective Affiliates, related funds and co-investors acquire more than fifty-one percent (51%) of the combined voting power of Holdings’ then outstanding securities:

 (I) any Person is or becomes the owner or “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of Holdings representing more than fifty-one percent (51%) of the combined voting power of the then outstanding securities; 
 (II) consummation of a merger, consolidation or reorganization of Holdings with any other company, or a sale of all or substantially all the assets of Holdings (a “Transaction”), other than
(i) a Transaction that would result in the voting securities of Holdings outstanding immediately prior thereto continuing to represent either








 
directly or indirectly more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of Holdings or such surviving or purchasing entity; 
 (III) the shareholders of Holdings approve a plan of complete liquidation of Holdings and such liquidation is consummated; or 
 (IV) a sale, transfer, conveyance or other disposition (whether by asset sale, stock sale, merger, combination or otherwise) (a
“Sale”) of a Material Line of Business (other than any such sale to the Quadrangle Entities or their Affiliates, related funds and co-investors), except that with respect to this clause (IV) there shall only be a Change in Control with
respect to the Executive who is employed at such time in such Material Line of Business (whether full or part-time), and the Executive does not receive an offer for “comparable employment” with the purchaser and the Executive’s
employment is terminated by Holdings or any Affiliate of Holdings no later than six (6) months after the consummation of the Sale of the Material Line of Business. For these purposes, “comparable employment” means that (i) the
Executive’s base salary and target incentive payments are not reduced in the aggregate, (ii) the Executive’s job duties and responsibilities are not diminished (but a reduction in size of Holdings as the result of a Sale of a Material
Line of Business, or the fact that the purchaser is smaller than Holdings, shall not alone constitute a diminution in the Executive’s job duties and responsibilities), (iii) the Executive is not required to relocate to a facility more than
fifty (50) miles from the Executive’s principal place of employment at the time of the Sale and (iv) the Executive is provided benefits that are comparable in the aggregate to those provided to the Executive immediately prior to the
Sale; or 
 V. During any period of twelve (12) consecutive months commencing on February 13, 2006, (i) the
individuals who constituted the Board of Directors of Holdings on February 13, 2006, and (ii) any new director who either (A) was elected by the Board of Directors of Holdings or nominated for election by Holdings’ stockholders
and whose election or nomination was approved by a vote of more than fifty percent (50%) of the directors then still in office who either were directors on February 13, 2006, or whose election or nomination for election was previously so
approved or (B) was appointed to the Board of Directors of Holdings pursuant to the designation of Quadrangle Entities, cease for any reason to constitute a majority of the Board. 
 For purposes of the foregoing, “Person” means an individual, corporation, limited liability company, partnership, association,
trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. 







 For purposes of the foregoing, “Affiliate” of any specified Person means any
other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. 
 5. Confidential Information. The Executive understands and acknowledges that during the Executive’s employment with the Company, 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’s employment 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 Confidential Information 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 Confidential Information 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 material breach 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; 
 (viii) the Company’s methods, systems, techniques, procedures, designs, formulae, inventions and know-how; personnel information;

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







 Confidential Information includes any such information that the Executive may prepare or
create during the Executive’s employment with the Company, as well as such information that has been or may be created or prepared by others. This promise of confidentiality is in addition to any common law or statutory rights of the Company to
prevent disclosure of its Trade Secrets and/or Confidential Information. 
 6. Return of Documents. All writings,
records and other documents 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 the business 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 the Company, 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 this Agreement. 
 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 by
the Company, and the Executive will not, directly or indirectly, provide any services to a Competitor. 
 (b) For a period of 24
months after the Executive’s employment with the Company ends for any reason (the “Non-Competition Period”), the Executive will not compete with the Company by performing or causing to be performed the same or similar types of
duties or services that the Executive performed for the Company for a Competitor of the Company in any capacity whatsoever, directly or indirectly, within any city or county of the continental United States in which, at the time the Executive’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 Period provided 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 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 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 the
payment 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 the
nature 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
this provision 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, or assist any other person, firm, or corporation to do any of the acts
described in this subsection (c). 
 (d) The Executive acknowledges 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 material breach of this Section 8 and this Agreement. 
 (e) The Company may notify anyone employing the Executive or evidencing an 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 provide the 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. The Company 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 the extent necessary to protect the Company’s legitimate business
interest. The Executive acknowledges and agrees that the Executive will be reasonably able to earn a livelihood without violating the terms of this Section 8. If any of the provisions of this Section 8 should ever be deemed to exceed the
time, geographic area, or activity limitations permitted by applicable law, the Executive agrees that such provisions may be reformed to the maximum time, geographic area and activity limitations permitted by applicable law, and the Executive
authorizes a court or other trier of fact having jurisdiction to so reform such provisions. In the event the Executive breaches any of the restrictions or provisions set forth in this Section 8, the Executive waives and forfeits any and all
rights to any further benefits under this Agreement, including but not limited to the consideration set forth in subsection (i) below as well as any additional payments, compensation, benefits or severance pay he may otherwise be entitled to
receive under this Agreement. Additionally, in the event the Executive breaches any of the restrictions or provisions 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 as any 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 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 Agreement means any person, firm, association, partnership, corporation or other entity that competes or attempts to compete with the Company by providing or
offering to provide wireless or wireline telecommunication services, including but not limited to internet services, within any city or county in which the Company provides or offers those services or products. 
 (h) Notwithstanding any other provision of this Section 8, the Executive will not be considered to have violated any prohibition
against competing with the Company for engaging in any of the following activities: (1) being employed or retained by (i) any parent, subsidiary or affiliate organization of any Competitor where that parent, subsidiary or affiliate
organization does not itself, and the Executive’s employment will not cause the Executive to, compete or attempt to compete with the Company by providing or offering to provide wireless or wireline telecommunications services, including but not
limited to internet services, within the Service Area or (ii) any Competitor, directly or indirectly, so long as Executive’s employment or service does not relate to working principally within the Service Area or activities that would
benefit the Competitor principally within the Service Area; or (2) working or providing services within the Service Area so long as the Executive’s employment or service does not relate 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 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 Executive is selling or attempting to sell to a customer, do not relate to the type of services or
products provided or offered by the Company to such customer or for which the Company has documented plans to provide, offer or supply to such customer at the time of Executive’s termination of employment; provided, however, that
the Executive is nevertheless prohibited from: (i) selling, attempting to sell, and providing or attempting to 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 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 sold, attempted to sell or provided or attempted to provide to such customer as described in (b) above and (ii) soliciting or encouraging any employee of the
Company 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 this Section 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 the Executive an amount equal to fifty percent (50%) 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 of employment, 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 and subsequent 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. 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 in this Section 8(i).

 (j) In the event the Executive breaches any of the restrictions or provisions set forth in this Section 8, the Executive
waives and forfeits any and all rights to any further payments under subsection (i) or otherwise under this Agreement. This waiver and forfeiture shall be effective even in the event a court refuses to enforce the restrictions set forth in this
Section 8. 
 9. Representations. The Executive represents and warrants to the Company that the execution,
delivery and performance of this Agreement by the Executive does not conflict with, or result in the breach by the Executive or violation by the Executive of, any other agreement to which the Executive is a party or by which the Executive is bound.
The Executive hereby agrees to indemnify the Company, its officers, directors and shareholders and hold 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 contemplated hereby 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 the Company of, its
Certificate of Incorporation, Articles of Incorporation or Bylaws or any other agreement to which the Company is a party or by which it is bound. The Company hereby agrees to indemnify the Executive and hold the Executive harmless from and against
any liability (including, without limitation, reasonable attorneys’ fees and expenses) which the Executive may at any time suffer or incur arising out of or relating to any breach of an agreement, representation or warranty made by the Company
herein. Any payments to be made hereunder by one party to the other shall be made as soon as administratively practicable (and within sixty (60) days) after the final settlement or resolution of the claim or dispute for which the payments are
required. 







 10. Remedies. The parties hereto agree that the Company would suffer
irreparable harm from a breach by the Executive of any of the covenants or agreements contained herein. Therefore, in the event of the actual or threatened breach by the Executive of any of the provisions of this Agreement, the Company may, in
addition and supplementary to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violation of
the provisions hereof. The Executive agrees that if a lawsuit or other proceeding is brought to enforce the terms of this Agreement or determine the validity of its terms and the Company prevails, the Company will be entitled to recover from the
Executive its reasonable attorneys’ fees and court costs. The Executive agrees that these provisions are reasonable. 
 11.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and its affiliates and their successors and assigns, and shall be binding upon and inure to the benefit of the Executive and the
Executive’s legal representatives and assigns, provided that in no event shall the Executive’s obligations to perform services for the Company and its affiliates be delegated or transferred by the Executive. The Company may assign
or transfer its rights hereunder to a successor corporation in the event of a merger, consolidation or transfer or sale of all or substantially all of the assets of the Company or of the Company’s business (provided, however, that no
such assignment or transfer shall have the effect of relieving the Company of any liability to the Executive hereunder or under any other agreement or document contemplated herein), but only if such assignment or transfer does not result in
employment terms, conditions, duties or responsibilities which are or may be materially different than the terms, conditions, duties or responsibilities of the Executive hereunder. If the Company assigns or transfers its rights under this Agreement
to a successor corporation, the Executive’s obligations under Section 8 of this Agreement will be construed and enforceable with respect to the business and geographic scope of the Company only and will not be construed or enforceable with
respect to the business and geographic scope of any successor corporation to which the Company’s rights may be assigned or transferred to the extent such business or geographic scope is greater than that of the Company at the time of such
assignment or transfer. The Executive may not transfer or assign the Executive’s rights and obligations under this Agreement. 
 12. Modification or Waiver. 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 part of 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 or further 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. 







 13. Governing Law; Jurisdiction. This Agreement and all rights, remedies and
obligations hereunder, including, but not limited to, matters of construction, validity and performance shall be governed by the laws of the Commonwealth of Virginia without regard to its conflict of laws principles or rules. To the full extent
lawful, each of the Company and the Executive hereby consents irrevocably to personal jurisdiction, service and venue in connection with any claim or controversy arising out of this Agreement in the courts 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 or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation
right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Code Section 4999 or to any similar tax
imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then the benefits
payable or provided under this Agreement (or other Payments as described above) shall be reduced (but not in excess of the amount of the benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow
the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. 
 (b) The
Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s
total Parachute Payments. 
 (c) The Accounting Firm will next determine the largest amount of payments that may be made to the
Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. 
 (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the
higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a
pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any








 
cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will
send the Executive and the Company a copy of its detailed calculations supporting that determination. 
 (e) As a result of the
uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in
excess of the 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 the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial
authority, that 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, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would
either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would
otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of
that Underpayment will be paid to the Executive promptly by the Company after such determination. 
 (f) For purposes of this
Section 14, the following terms shall have their respective meanings: 
 (i) “Accounting Firm” means the
independent accounting firm currently engaged by the Company, or a mutually agreed upon independent accounting firm if requested by the Executive; and 
 (ii) “Net After Tax Amount” means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Code Sections 1, 3101 (b) and 4999 and any State or
local income taxes applicable to the Executive on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the
Parachute Payments or Capped Payments, as applicable, in effect on the date of payment. 
 (iii) “Parachute Payment”
means a payment that is described in Code Section 280G(b)(2), determined in accordance with Code Section 280G and the regulations promulgated or proposed thereunder. 







 (g) The fees and expenses of the Accounting Firm for its services in connection with the
determinations and calculations contemplated by the preceding subsections shall be borne by the Company. 
 (h) The Company and
the Executive shall each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate
with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by the preceding subsections. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.

 15. Severability. Whenever possible each provision and term of this Agreement shall be interpreted in such a
manner as to be effective and valid under applicable law, but if any provision or term of this Agreement shall be held to be prohibited by or invalid under such applicable law, then such provision or term shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provisions or term or the remaining provisions or terms of this Agreement. If any provision contained in Sections 5 or 8 of this
Agreement shall for any reason be held to be excessively broad or unreasonable as to time, territory, or interest to be protected, a court is hereby empowered and requested to construe such provision by narrowing it so as to make it reasonable and
enforceable to the extent provided under applicable law. 
 16. Counterparts. This Agreement may be executed in
separate counterparts, each of which is deemed to be an original and all of which 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 part hereof and shall not affect the construction or
interpretation of this Agreement. 
 18. Entire Agreement. This Agreement (together with all documents and
instruments referred to herein) constitutes the entire agreement, and supersedes all other prior agreements and undertakings, both written and oral, 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 deferred compensation subject to
Section 409A of the Code shall be paid and provided in a manner, and at such time, including without limitation, payment and provision of benefits only in connection with the occurrence of a permissible payment event contained 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 applicable requirements 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 any benefits in any matter which would not be in compliance with Section 409A of the Code (including
any transition or grandfather rules thereunder). 
 (b) If the Executive is a “specified employee” for purposes of
Section 409A(a)(2)(B)(i) of the Code, any payment or provision of benefits in connection with the Executive’s separation from service (as determined for purposes of Section 409A of the Code) shall not be made until six months after
the Executive’s separation from service (the “409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have
been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any
such benefits may be provided during the 409A Deferral Period at the Executive’s expense, with the Executive having the right to reimbursement from the Company as soon as the 409A Deferral Period ends, and the balance of the benefits shall be
provided as otherwise scheduled. 
 (c) For purposes of this Agreement, all rights to payments and benefits hereunder shall be
treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. 
 (d) For purposes of determining time of (but not entitlement to) the payment or provision of deferred compensation under this Agreement under Section 409A of the Code in connection with the
Executive’s termination of employment, termination of employment will be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be
performed after that date or that the level of bona fide services the Executive would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than twenty percent (20%) of the average
level of bona fide services performed over the immediately preceding thirty-six (36) month period. 
 (e) For purposes of
this Agreement, a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code shall be determined on the basis of the applicable twelve-month period ending on the specified employee identification date designated by the
Company consistently for purposes of this Agreement and similar agreements or, if no such designation is made, 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 benefit
which 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] 







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

			
	 NTELOS Holdings Corp.

		
	By:	 	 /s/ Michael B. Moneymaker

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

	
	NTELOS Inc.
		
	By:	 	 /s/ Michael B. Moneymaker

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

	
	Executive
		
	By:	 	 /s/ James S. Quarforth

		 	James S. Quarforth









 EXHIBIT B 
 December 17, 2009 
 Mr. James S. Quarforth 
 709 Pine Avenue 
 Waynesboro, VA 22890 

Re: NTELOS Inc. 2005 Executive Supplemental Retirement Plan 
 Dear Jim: 
 As you know, NTELOS sponsors the NTELOS Inc. 2005 Executive
Supplemental Retirement Plan (the “SERP”), of which you are a participant, to provide retirement benefits for a select group of management or highly compensated employees. Under the SERP, the calculation of your retirement benefit is
based, in part, on your “final pay,” which is defined as the average of your pay for the five consecutive years of your employment during which your pay from NTELOS (as would be reported on your Form W-2) was the highest. Based upon our
projections, and given your planned retirement early next year, the five-year period during which your pay from NTELOS was the highest is likely to be the five-year period ending on November 30, 2009. 
 As you also know, after the 2008 Team Incentive Plan (“TIP”) was paid in early 2009, NTELOS determined that a billing error with
Sprint had caused its 2008 revenues and adjusted EBITDA to be overstated, which resulted in the 2008 TIP bonuses that were paid being overstated. The executives returned to NTELOS a portion of their 2008 TIP bonuses to repay the estimated
overpayment. 
 NTELOS anticipates settling the billing error with Sprint shortly, which may result in the payment to the
executives of part of the 2008 TIP bonus they previously returned. However, since any such payment would occur after November 30, 2009, the payment could be excluded from the calculation of your SERP benefit (considering your retirement early
next year). NTELOS does not believe that is appropriate, because the 2008 TIP bonus normally would have already been paid and included in the SERP calculation of your final pay for the five-year period ended November 30, 2009. 
 Therefore, NTELOS agrees to include any payments related to the 2008 TIP bonus that you receive after November 30, 2009 in the
calculation under the SERP of your final pay for the five-year period ended November 30, 2009 (in lieu of when it is actually paid). 







 Please contact me if you have any questions. If you agree with the foregoing, please sign
and date this letter in the space below and return it to me within 30 days of the date of this letter. 
  

	
	Sincerely,
	
	 /s/ James A. Hyde

	James A. Hyde


  

	
	AGREED AND ACKNOWLEDGED:
	
	 /s/ James S. Quarforth

	James S. Quarforth
	
	 December 17, 2009

	Date