REGENT COMMUNICATIONS INC
EMPLOYEE STOCK PURCHASE PLAN
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<TYPE>EX-10.A
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<FILENAME>l97273aexv10wa.txt
<DESCRIPTION>EMPLOYEE STOCK PURCHASE PLAN
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                                                                   EXHIBIT 10(a)


                           REGENT COMMUNICATIONS, INC.

                          EMPLOYEE STOCK PURCHASE PLAN

         (AS AMENDED ON OCTOBER 24, 2002 AND EFFECTIVE JANUARY 1, 2003)

                               ARTICLE 1. PURPOSE

         The Regent Communications, Inc. Employee Stock Purchase Plan is
intended to provide an incentive to eligible employees of Regent Communications,
Inc. (the "Company") and affiliated companies to have a greater interest in the
company's growth by providing them with the opportunity to purchase shares of
the Company's common stock at a favorable price by means of payroll deductions.
The Plan is intended to qualify as an employee stock purchase plan under Section
423 of the Internal Revenue Code of 1986, as amended.

                             ARTICLE 2. DEFINITIONS

         Whenever used in the Plan, the following words and phrases shall have
the meanings set forth below, unless a different meaning is plainly required by
the context:

         ADMINISTRATOR means the person or persons appointed by the Committee to
administer the Plan in accordance with Article 3.

         BASE PAY means regular straight time earnings or draw, but excludes
compensation for overtime, commissions, bonuses, amounts paid as reimbursements
of expenses and other additional compensation; provided, however, Base Pay for
employees who only receive sales commissions means sales commissions for the
previous most recent period.

         BOARD OR BOARD OF DIRECTORS means the Board of Directors of the
Company.

         CODE means the Internal Revenue Code of 1986, as amended.

         COMMITTEE means the Compensation Committee of the Board or any other
committee designated by the Board to administer the Plan.

         COMPANY means Regent Communications, Inc., or any successor
corporation.

         COMPENSATION means a Participant's wages as defined in Section 3401(a)
of the Code (for purposes of income tax withholding) determined without regard
to any rules that limit remuneration included in wages based on the nature or
location of the employment or the services performed, subject to the following
inclusions and exclusions:
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(a)      including employer contributions made pursuant to a compensation
         reduction agreement which are not includible in the gross income of a
         Participant under Sections 125, 402(a)(8), 402(h) or 403(b) of the
         Code; and

(b)      excluding reimbursements or other expense allowances, severance pay,
         and welfare benefits.

         CUMULATIVE SHARE VALUE shall mean, for any Offering period, the
aggregate Fair Market Value of the shares of Stock purchased by a Participant in
all prior Offering periods occurring in the same calendar year as the Offering
period in question, with the Fair Market Value of shares of Stock purchased by
such Participant in each prior Offering period in the calendar year being
calculated as of the first day of the Offering period in which such shares of
Stock were purchased.

         DISCOUNT VALUE means that value, expressed as a percentage of Fair
Market Value, as is determined from time to time by the Committee for a
particular Offering which shall be set in advance of such Offering and shall be
communicated to the Employees of Employer sufficiently before such Offering in
order to allow Participants and other Employees to file payroll deduction
authorizations for such Offering with the Employer as set forth in Section 5.01;
provided, however, that the Discount Value shall initially be set at ninety
percent (90%) and shall not be subsequently set below eighty-five percent (85%)
or above ninety percent (90%).

         EMPLOYEE means any individual employed by an Employer.

         EMPLOYER means the Company and each Subsidiary designated by the Board
of Directors as a participating employer in the Plan.

         FAIR MARKET VALUE means the fair market value of the Stock as
determined pursuant to Section 3.03 of the Plan.

         OFFERING means an offering of Stock for purchase under the Plan
pursuant to Article 6 of the Plan.

         PARTICIPANT means any eligible employee who has elected to participate
in an Offering under the Plan.

         PAYROLL PERIOD means the period for which Compensation is paid to an
Employee in accordance with an Employer's customary payroll practices.

         PLAN means the Regent Communications, Inc. Employee Stock Purchase
Plan, as hereinafter amended from time to time.

         STOCK means the Common Stock of the Company, par value $.01 per share.

         SUBSIDIARY means any corporation, limited liability company or other
entity which has elected under the Code to be taxed as a corporation and in
which the Company owns, directly or indirectly, stock or other equity interests
possessing 50 percent or more of the total combined voting power of all classes
of stock or other equity interests of such entity. For this purpose, the rules
of Section 424(d) of the Code shall apply in determining the stock ownership of
the Company.

                                       2
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                            ARTICLE 3. GENERAL RULES

3.01 COMMITTEE

(a)      The Plan shall be administered by the Committee. The Committee shall
         consist of at least two directors of the Company appointed by the
         Board, none of whom shall be eligible to participate in the Plan.

(b)      All members of the Committee shall be (i) "non-employee directors"
         within the meaning of Rule 16b-3 adopted by the Securities and Exchange
         Commission under the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), if and as such Rule is in effect, and (ii) "outside
         directors" within the meaning of Section 162(m) of the Code and any
         applicable regulations. The Board may, from time to time, remove
         members from, or add members to, the Committee. Vacancies on the
         Committee will be filled by the Board.

(c)      The Committee shall have full authority and power, in its absolute
         discretion, to administer and construe the Plan, subject to applicable
         requirements of law. Without limiting the generality of the foregoing,
         the Committee shall have the following powers and duties:

         (i)    to interpret the terms and provisions of the Plan, including but
                not limited to the power to construe ambiguities and omissions;

         (ii)   to adopt, amend and repeal such rules, regulations, agreements
                and instruments for implementing and administering the Plan as
                the Committee shall deem necessary or advisable; and

         (iii)  to make all other determinations, including factual
                determinations, and take all other action necessary or advisable
                for the implementation and administration of the Plan, including
                but not limited to setting the Discount Value.

(d)      The Committee may delegate such of its administrative duties to such
         other persons as it deems appropriate in connection with administering
         the Plan.

(e)      All decisions made by the Committee pursuant to the provisions of the
         Plan shall be made in the Committee's sole discretion and shall be
         final and binding on all persons who have an interest under the Plan.

(f)      The Committee may act by a majority vote at a meeting of the Committee
         or by a document signed by all of the members of the Committee. The
         Committee may adopt such rules for the conduct of its affairs as it
         deems appropriate.

(g)      The members of the Committee shall be indemnified by the Company
         against all costs and expenses reasonably incurred by them in
         connection with any action, suit or proceeding to which they or any of
         them may be a party by reason of any action taken or failure to act
         under or in connection with the Plan and against all amounts paid by
         them in settlement thereof (provided such settlement shall be approved
         by independent legal counsel) or paid by them in satisfaction of a
         judgement in any such action, suit or proceeding, except a judgment
         based upon a finding of bad

                                       3
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         faith. Upon the institution of any such action, suit or proceeding, a
         member shall notify the Company in writing, giving the Company an
         opportunity, at its own expense, to handle and defend the same before
         such member undertakes to handle it on his or her own behalf.

3.02 NUMBER OF SHARES SUBJECT TO PLAN

(a)      The total number of shares of Stock that may be purchased in Offerings
         under the Plan shall not exceed, in the aggregate, 500,000 shares of
         Stock (subject to adjustment as set forth below).

(b)      Stock available for Offerings may be authorized and unissued shares,
         treasury shares, or shares previously issued and reacquired by the
         Company through purchases on the open market or otherwise. Any shares
         for which an Offering to purchase expires or is terminated or canceled
         may again be made subject to Offerings under the Plan.

(c)      If the number of shares of Stock outstanding is hereafter increased or
         decreased or changed into or exchanged for a different number or kind
         of shares or other securities of the Company or of another corporation
         by reason of reorganization, merger, consolidation, recapitalization,
         reclassification, stock split, reverse stock split, combination of
         shares, or dividend payable in shares of Stock, or if any other similar
         corporate transaction or event affects the Stock such that an
         adjustment is determined, by the Committee in its sole discretion, to
         be appropriate to prevent dilution or enlargement of the benefits or
         potential benefits intended to be made available under the Plan, the
         number of shares that may be purchased in Offerings under this Plan, or
         any potential increase thereto, shall be increased or decreased
         proportionately, as the case may be, and the Committee shall make the
         appropriate adjustment in the number and kind and price of shares
         subject to Offerings then outstanding and unexercised.

3.03 DETERMINATION OF FAIR MARKET VALUE

         For purposes of this Plan, the Fair Market Value of the Stock as of any
given date, shall be equal to the last quoted sales price of the Stock on such
date, or if no sales price is available for such date, the average of the
reported high bid and low asked prices regular way for such date, on the Nasdaq
National Market and if the Stock is not then listed on the Nasdaq National
Market, then on (a) the New York Stock Exchange, or (b) if the Stock is not
listed or admitted to trading on such exchange, on the principal national stock
exchange on which the stock is then listed or admitted to trading, or (c) if not
listed or admitted to trading on any national stock exchange, as reported by the
National Association of Securities Dealers Automated Quotation System
("NASDAQ"). If the Stock is not then listed on any national stock exchange or
reported by NASDAQ (or if no current bid and asked price is available), then the
Fair Market Value shall be determined in any reasonable manner approved by the
Committee.

3.04 EFFECTIVE DATE

         The Plan, as amended, shall be effective on or after January 1, 2003.

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                    ARTICLE 4. ELIGIBILITY AND PARTICIPATION

4.01 ELIGIBLE EMPLOYEES

         Subject to Section 4.02, each Employee whose customary employment is
expected to be more than twenty (20) hours per week and more than five (5)
months per calendar year will be eligible to participate in Offerings which
commence after the date on which he or she meets these requirements, provided
that such Employee submits the payroll deduction authorization required under
Section 5.01 on or prior to the election deadline applicable to such Offering.

4.02 RESTRICTIONS ON PARTICIPATION

         Notwithstanding any provisions of this Plan to the contrary, an
Employee shall not participate in an Offering if either:

(a)      prior to the Offering, the employee owns stock, and/or holds
         outstanding options to purchase stock, possessing 5 percent (5%) or
         more of the total combined voting power or value of all classes of
         stock of the Company or any of its Subsidiaries; or

(b)      immediately after purchasing Stock in such Offering, the employee would
         own stock, and/or hold outstanding options to purchase stock,
         possessing 5 percent (5%) or more of the total combined voting power or
         value of all classes of stock of the Company or any of its
         Subsidiaries.

         For purposes of this section, the rules of Section 424(d) of the Code
shall apply in determining the stock ownership of the Employee.

4.03 PARTICIPATION IN OFFERING

         An Employee may elect to participate in an Offering only by filing a
completed payroll deduction election prior to the Offering commencement date.
Such election shall be made in accordance with the requirements of Article 5.

4.04 TERMINATION OF PARTICIPATION

(a)      An individual will cease to be a Participant in an Offering on the
         earliest to occur of the following events:

         (i)    the date on which he or she ceases to be eligible to participate
                under Section 4.01;

         (ii)   the date on which the individual terminates employment with an
                Employer for any reason other than death;

         (iii)  the date on which the Employee withdraws his or her payroll
                deductions as provided in Article 7.

(b)      In the event that an individual ceases to be a Participant, the
         withdrawal provisions described in Article 7 shall apply.

                                       5
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                          ARTICLE 5. PAYROLL DEDUCTIONS

5.01 AUTHORIZATION TO MAKE PAYROLL DEDUCTIONS

(a)      Each Employee who elects to participate in an Offering shall agree to
         have deductions made by the Employer from his or her Compensation by
         filing a payroll deduction authorization with the Employer on or before
         the election date specified by the Administrator for the Offering.

(b)      A Participant's payroll deduction authorization with respect to an
         Offering shall be effective from the first day of the first Payroll
         Period ending during an Offering period until the last day of the last
         Payroll Period ending during the Offering period unless the Participant
         withdraws from the Offering in accordance with Article 7.

(c)      Unless and until a Participant elects otherwise by filing a new payroll
         deduction authorization with the Employer on or before the election
         date specified by the Administrator for such subsequent Offering
         period, a Participant's payroll deduction election for an Offering
         period will remain in effect for each subsequent Offering period unless
         the Committee has set a Discount Value for such subsequent Offering
         period that is different from the Discount Value set for the most
         recent Offering period, in which case each Participant must file a new
         payroll deduction authorization with the Employer on or before the
         election date specified by the Administrator for such subsequent
         Offering period. If a Participant does not file a new payroll deduction
         authorization with the Employer on or before the election date
         specified by the Administrator for a subsequent Offering which has a
         different Discount Value than that set for the most recent Offering,
         such Participant shall be deemed, for purposes of Section 6.05, to have
         elected to not participate in such subsequent Offering.

5.02 AMOUNT OF PAYROLL DEDUCTION

         A Participant may elect to have deductions made from his or her
Compensation in an amount equal to a whole percentage of his or her Compensation
from 1 percent (1%) to 10 percent (10%), or such other percentage as may be
established by the Administrator.

5.03 CHANGE OF PAYROLL DEDUCTIONS DURING OFFERING PERIOD

(a)      Subject to paragraphs (b) and (c) below, a Participant may not increase
         or decrease his or her payroll deductions during an Offering period.

(b)      A Participant may elect to discontinue his or her payroll deductions
         and withdraw from an Offering by following the procedures set forth in
         Section 7.01.

(c)      The Administrator in its sole discretion may, at any time and with or
         without notice, permit a Participant to change his or her election if
         it determines that such change or revocation is justified by individual
         circumstances.

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5.04 DEDUCTIONS DURING APPROVED LEAVE OF ABSENCE

         An Employee who continues to be a Participant during an approved leave
of absence may elect to authorize the Employer to make deductions from payments
to be made by the Employer to the Participant during such leave of absence, if
any.

5.05 PARTICIPANT'S ACCOUNT

(a)      Amounts equal to payroll deductions made pursuant to a Participant's
         election under this Article 5 for an Offering period shall be credited,
         on the last day of a Payroll Period, to a bookkeeping account
         established by the Administrator under the Plan.

(b)      The bookkeeping account shall be debited with:

         (i)    amounts used to purchase Stock pursuant to Section 6.04; and

         (ii)   payments made pursuant to Article 7.

                    ARTICLE 6. OFFERING AND PURCHASE OF STOCK

6.01 OFFERING PERIOD

         Offerings to purchase Stock under the Plan will be made during each of
the following periods:

(a)      The first Offering period after the Effective Date of the Plan as
         amended will commence on January 1, 2003 and will end on March 31,
         2003.

(b)      Thereafter, an Offering period will commence each April 1, July 1,
         October 1 and January 1; and end on the next following June 30,
         September 30, December 31 and March 31, respectively.

6.02 PURCHASE PRICE

         The purchase price of Stock for an Offering shall be equal to the
Discount Value multiplied by the lesser of: (a) the Fair Market Value on the
last day of the Offering period; and (b) the Fair Market Value on the first day
of the Offering period.

6.03 AUTOMATIC EXERCISE

         Unless a Participant elects to withdraw from an Offering prior to the
close of an Offering period in accordance with the provisions of Article 7, a
Participant's election to purchase Stock shall be exercised automatically on the
last day of the Offering period.

6.04 NUMBER OF SHARES PURCHASED UPON EXERCISE

(a)      Subject to paragraphs (b), (c) and (d) below, the number of whole
         shares of Stock purchased by a Participant upon exercise shall be equal
         to: (i) the balance of the Participant's account as of the

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         last day of the Offering period (ii) divided by the purchase price per
         share of Stock determined pursuant to Section 6.02.

(b)      Notwithstanding any provision of the Plan to the contrary, a
         Participant shall not have the right to purchase stock under this Plan
         and all other employee stock purchase plans of the Company and any of
         its Subsidiaries in excess of $25,000 of Fair Market Value of the Stock
         (determined at the time such Offering) for each calendar year in which
         such right to purchase Stock is outstanding. Any right to purchase
         Stock under this Plan shall be deemed to be modified to the extent
         necessary to satisfy the limitations of this paragraph.

(c)      In the event that the total number of shares which are exercised for
         purchase for an Offering exceeds the maximum number of shares available
         under the Plan for such Offering, the Administrator shall make a pro
         rata allocation of the shares available for delivery and distribution
         in as uniform a manner as shall be practicable and as it shall
         determine to be equitable.

(d)      Notwithstanding any provision of the Plan to the contrary, the maximum
         number of shares of Stock that a Participant may purchase in an
         Offering shall be that number of shares of Stock determined by dividing
         (i) $25,000 minus the Cumulative Share Value for that Offering period
         by (ii) the Fair Market Value on the first day of such Offering period.

6.05 CARRY FORWARD OF UNUSED BALANCE OF PARTICIPANT'S ACCOUNT

         Any balance remaining in a Participant's account after the purchase of
Stock at the end of any Offering period shall be carried forward and applied to
the next Offering, unless such Participant elects to not participate in such
Offering in which case the balance remaining in such Participant's account shall
be paid to such Participant.

6.06 DELIVERY OF STOCK

         The Company shall cause the Stock purchased in an Offering to be
delivered to a Participant by the electronic crediting of ownership of such
Stock to a brokerage account held in the Participant's name. Such delivery shall
be made as soon as administratively practicable following the close of each
Offering period. Participants will be able to obtain and hold certificates
evidencing ownership of their Stock by contacting the administrator of their
brokerage account.

6.07 RESTRICTIONS ON STOCK

         All shares of Stock or other securities delivered under the Plan may be
subject to such stock transfer orders and other restrictions as the
Administrator may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed, and any applicable Federal or state securities
law, and the Administrator may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

                                       8
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                       ARTICLE 7. WITHDRAWAL FROM OFFERING

7.01 VOLUNTARY WITHDRAWAL PRIOR TO CLOSE OF OFFERING

(a)      A Participant may withdraw from an Offering by providing notice of
         withdrawal to the Administrator in the form and manner and within the
         time period determined by the Administrator. A Participant who has not
         terminated their employment but ceases for any reason to receive a
         regular payroll check from the Employer (including during an approved
         leave of absence), shall be deemed, for purposes of the Plan, to have
         withdrawn from the Offering as of the first day immediately following
         the last day of the last Payroll Period for which such Participant will
         receive a regular payroll check.

(b)      Upon receipt of a notice of withdrawal, the Employer shall cease making
         payroll deductions from the Participant's Compensation and shall pay
         the Participant the amount credited to his or her account as soon as
         administratively practicable.

(c)      A Participant who withdraws from an Offering may not again participate
         in that Offering.

(d)      A Participant's withdrawal from any Offering will not have any effect
         upon his eligibility to participate in any succeeding Offering or in
         any similar plan adopted by the Company or any of its Subsidiaries.

7.02 TERMINATION OF EMPLOYMENT

         In the event that a Participant's employment is terminated for any
reason other than death prior to the close of an Offering, the Participant will
be deemed to have withdrawn from the Offering and the Employer shall pay the
Participant the amount credited to his or her account as soon as
administratively practicable.

7.03 TERMINATION OF EMPLOYMENT DUE TO DEATH

(a)      In the event that Participant's employment is terminated because of his
         or her death prior to the close of an Offering, his beneficiary shall
         have the right to elect:

         (i)    to withdraw from the Offering and receive payment of the amount
                credited to the Participant's accounts, or

         (ii)   to continue to participate in the Offering and purchase shares
                with the amount credited to the Participant's account as of the
                date of the death.

(b)      Such election shall be made by filing written notice in the form and
         manner determined by the Administrator prior to the earlier of the
         applicable deadline for withdrawal set forth in Section 7.01 or the
         expiration of a period of sixty (60) days commencing with the
         Participant's date of death.

(c)      In the event that proper notice is not timely received, the beneficiary
         shall automatically be deemed to have elected to continue to
         participate in the Offering.

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7.04 PAYMENT OF INTEREST

         No interest shall be paid on any and all amounts which are paid to or
for the benefit of a Participant pursuant to the provisions of this Article 7.

                      ARTICLE 8. AMENDMENT AND TERMINATION

         The Board of Directors or the Committee may amend, modify, or terminate
the Plan; provided, however, that no such action of the Board or the Committee,
without approval of the stockholders of the Company, may (a) increase the total
amount of Stock which may be offered under the Plan (except for adjustments
resulting from a change in capitalization of the Company as described above),
(b) withdraw the administration of the Plan from the Committee, (c) permit any
person, while a member of the Committee, to be eligible to participate in the
Plan, (d) change the class of persons eligible to participate in the Plan, or
(e) modify the Plan in such a way as would require shareholder approval under
any applicable law, the Code, the insider trading rules of Section 16 of the
Exchange Act, the rules or regulations of any national securities exchange or
system on which the Stock is then listed or reported, or by any regulatory body
having jurisdiction with respect hereto. Upon termination of the Plan, the
balance of each Participant's account shall be promptly paid to such
Participant.

                       ARTICLE 9. MISCELLANEOUS PROVISIONS

9.01 DESIGNATION OF BENEFICIARY

         A Participant may file a written designation of a beneficiary who is to
receive any stock and/or cash in the event of the Participant's death. Such
designation of beneficiary may be changed by the Participant at any time by
written notice to the Administrator. Upon the death of a Participant and upon
receipt by the company of proof of identity and existence at the Participant's
death of a beneficiary validly designated by him or her under the Plan, the
Administrator shall deliver such Stock and/or cash to such beneficiary. In the
event of the death of a Participant and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such Participant's death,
the Administrator shall deliver such Stock and/or cash to the executor or
administrator of the estate of the Participant, or if no such executor or
administrator has been appointed (to the knowledge of the Administrator), the
Administrator, in his or its discretion, may deliver such Stock and/or cash to
the spouse or to any one or more dependents of the Participant as the
Administrator may designate. No beneficiary shall, prior to the death of the
participant by whom he has been designated, acquire any interest in the Stock or
cash credited to the Participant under the Plan.

9.02 NON-TRANSFERABILITY

         Neither payroll deductions credited to a participant's account nor any
rights with regard to the exercise of an election to purchase stock under the
Plan may be assigned, transferred, pledge, or otherwise disposed of in any way
by the Participant other than by will or the laws of descent and distribution.
Any such attempted assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may treat such as an election to
withdraw from an Offering in accordance with Section 7.01

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         Any rights with respect to a Participant's account and any election
rights granted under the Plan existing after the Participant dies are
exercisable by the Participant's designated beneficiary or , if there is no
designated beneficiary, by the Participant's legal representative.

9.03 USE OF FUNDS

         All such deductions received or held by the Employer under this Plan
may be used by the Employer for any corporate purpose and the Employer shall not
be obligated to segregate such payroll deductions.

9.04 PARTICIPANT'S INTEREST IN STOCK

         A Participant will have no right as a holder of and no interest in
Stock covered by his or her election until such purchase has been completed in
accordance with Article 6 hereof.

9.05 NO INTEREST PAYABLE

         No interest will be paid on any money paid in to the Plan or credited
to any Participant's account.

9.06 NO EFFECT ON EMPLOYMENT RIGHTS

         Nothing in this Plan or in any election made under it shall confer on
any employee any right to continue in the employ of the Company or its
Subsidiaries or limit in any manner or to any extent the right of the Company or
its Subsidiaries to terminate the employment of any employee at any time.

9.07 GOVERNING LAW

         The provisions of the Plan shall be construed, administered and
enforced according to the laws of the State of Delaware, without regard to the
conflicts of law provisions thereof.

9.08 WITHHOLDING TAXES

         The Company shall have the right to require Participants to satisfy any
liability for any federal, state or local income, or other withholding taxes as
a prerequisite to the Company's obligation to deliver shares or securities of
the Company.

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