REGENT COMMUNICATIONS INC
1998 MGMT. STOCK OPTION PLAN
<DOCUMENT>
<TYPE>EX-10.B
<SEQUENCE>4
<FILENAME>l97273aexv10wb.txt
<DESCRIPTION>1998 MGMT. STOCK OPTION PLAN
<TEXT>
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                                                                   EXHIBIT 10(b)


                         THE REGENT COMMUNICATIONS, INC.
                        1998 MANAGEMENT STOCK OPTION PLAN
                       (AS AMENDED EFFECTIVE MAY 17, 2001,
                      AND RESTATED AS OF OCTOBER 24, 2002)

         Regent Communications, Inc. has, by appropriate resolution of its Board
of Directors, adopted the following 1998 Management Stock Option Plan to be
effective upon the first day of January, 1998, subject to its approval by the
Company's shareholders.

1.       DEFINITIONS. The following terms, when capitalized, shall have the
         designated meanings set forth below, unless a different meaning is
         plainly required by the context. Where applicable, the masculine
         pronoun shall include the feminine, and the singular shall include the
         plural and vice versa.

         A.     BOARD. "Board" shall mean the Board of Directors of the Company,
                as it may be comprised from time to time.

         B.     CODE. "Code" shall mean the Internal Revenue Code of 1986, as
                amended from time to time, and the rules and regulations
                promulgated thereunder. Any specific provision of the Code
                referenced herein shall be deemed to refer to the corresponding
                provision of any amendment, revision or successor of the Code or
                such provision as may be adopted in lieu of the referenced
                provision.

         C.     COMMITTEE. "Committee" shall mean the Compensation Committee of
                the Board, comprised of at least three members of the Board,
                each of whom is, as to the Plan, both a disinterested person as
                defined in Rule 16b-3(c)(2)(i) under the Exchange Act and an
                outside director as defined in Prop. Reg. Section 1.162-27 under
                the Code (or two members if there are not three persons then
                serving on the Board who are both disinterested persons and
                outside directors), and appointed by and to serve at the
                pleasure of the Board.

         D.     COMMON STOCK. "Common Stock" shall mean shares of the Company's
                authorized voting common stock.

         E.     COMPANY. "Company" shall mean Regent Communications, Inc. and,
                for purposes of the definition of Eligible Employee, any and all
                Related Corporations.

         F.     ELIGIBLE EMPLOYEE. "Eligible Employee" shall mean any full-time
                permanent employee of the Company who is, on the Grant Date of
                any

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                Option granted to him, (i) a management employee; (ii) an
                employee at the Company's corporate offices; or (iii) a key
                employee designated as such by the Committee.

         G.     EXCHANGE ACT. "Exchange Act" means the Securities Exchange Act
                of 1934, as amended from time to time, and the rules promulgated
                thereunder. Any specific provision of the Exchange Act
                referenced herein shall be deemed to refer to the corresponding
                provision of any amendment, revision or successor of the
                Exchange Act or such provision as may be adopted in lieu of the
                referenced provision.

         H.     EXERCISE DATE. "Exercise Date" shall mean the calendar date on
                which a Participant exercises an Option granted under the Plan.

         I.     EXERCISE PERIOD. "Exercise Period" shall mean that period of
                time during which an Option granted under the Plan may be
                exercised, determined in accordance with paragraph 7 hereof.

         J.     EXERCISE PRICE. "Exercise Price" shall mean that price for which
                a share of Common Stock may be purchased pursuant to an Option,
                determined in accordance with paragraph 6 hereof.

         K.     GRANT DATE. "Grant Date" shall mean the calendar date on which
                the grant of an Option is made under the Plan, determined in
                accordance with paragraph 5 hereof.

         L.     INCENTIVE STOCK OPTION. "Incentive Stock Option" ("ISO") shall
                mean an Option which qualifies as an incentive stock option
                under Section 422 of the Code.

         M.     KEY EMPLOYEE. "Key Employee" shall mean any Eligible Employee
                designated as a Key Employee by the Committee on or prior to the
                Grant Date of any Option granted to him.

         N.     NONQUALIFIED STOCK OPTION. "Nonqualified Stock Option" ("NQSO")
                shall mean an Option which is not, by its terms, an ISO on its
                Grant Date.

         O.     OPTION. "Option" shall mean an ISO or NQSO granted or to be
                granted under the Plan for the purchase of a fixed number of
                shares of Common Stock at a fixed Exercise Price.

         P.     PARTICIPANT. "Participant" shall mean an Eligible Employee to
                whom an Option has been granted under the Plan, but which Option
                has not expired,

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                exercised in full, forfeited or otherwise terminated or
                satisfied under the Plan.

         Q.     PERMANENT EMPLOYEE. A "Permanent Employee" means any regularly
                scheduled employee other than those who are hired on a seasonal
                or temporary basis or to work on a specific project or for a
                finite period or time.

         R.     PLAN. "Plan" shall mean Regent Communications, Inc. 1998
                Management Stock Option Plan as set forth herein.

         S.     RELATED CORPORATION. "Related Corporation" shall mean any
                corporation of which the Company is a parent corporation. The
                term "parent corporation" shall have the meanings ascribed to it
                under Section 424 of the Code.

         T.     RULE 16b-3. "Rule 16b-3" means Rule 16b-3 of the General Rules
                and Regulations of the Exchange Act or any successor rules or
                regulations which may hereafter be adopted in lieu thereof. Any
                reference to a specific provision of Rule 16b-3 shall refer to
                the corresponding provision of Rule 16b-3 as amended or
                replaced.

         U.     TEN PERCENT OWNER PARTICIPANT. "Ten Percent Owner Participant"
                shall mean any Participant who, on the Grant Date of an ISO
                granted to him under the Plan, owns, directly or indirectly,
                stock possessing more than 10% of the total combined voting
                power of all classes of stock of the Company or a Related
                Corporation.

2.       PURPOSE. The purpose of the Plan is to advance the interests of the
         Company and its shareholders by enhancing the Company's ability to
         retain and attract highly qualified key employees and to provide
         additional financial incentives to key employees to contribute to the
         long-term growth and success of the Company.

3.       ELIGIBILITY. Participation in the Plan shall be determined by the
         Committee and shall be limited to Eligible Employees. No member of the
         Committee shall be eligible to receive Options under the Plan.

4.       SHARES SUBJECT TO THE PLAN. Subject to adjustments provided in
         paragraph 13 hereof, the aggregate number of shares of Common Stock
         that may be delivered pursuant to the exercise of Options granted under
         the Plan shall not exceed 4,000,000. Such shares may consist, either in
         whole or in part, of the Company's authorized but unissued Common Stock
         or shares of the Company's authorized and issued Common Stock
         reacquired by the Company and held in its Treasury, as may from time to
         time be determined by the Board. If an Option granted under the Plan is
         surrendered, expires unexercised or for any reason

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         ceases to be exercisable in whole or in part, the shares of Common
         Stock that were issuable pursuant to such Option, but as to which the
         Option was not exercised, shall again be available for the purposes of
         the Plan.

5.       OPTION GRANTS. The Committee may, in its sole discretion and subject to
         the terms of the Plan, grant Options to such Eligible Employees, for
         such number of shares of Common Stock, at such time or times, and
         containing such terms consistent with the Plan, as it deems
         appropriate.

         Unless otherwise specified by the Committee, the date on which the
         Committee approves the granting of an Option shall be deemed the Grant
         Date for such Option.

6.       EXERCISE PRICE. The Exercise Price for each Option granted under the
         Plan shall be as determined by the Committee, but shall not be less
         than 100% of the fair market value of a share of the Common Stock on
         the Grant Date. The Exercise Price for an ISO granted to any Ten
         Percent Owner Participant shall not be less than 110% of the fair
         market value of a share of the Common Stock on the Grant Date.

         Unless otherwise required by applicable provisions of the Code, fair
         market value of the Common Stock on the Grant Date of an Option shall
         be determined as follows:

                (i)    If the Common Stock is listed on a national securities
                       exchange, the fair market value shall be the average of
                       the highest and lowest selling price of a share of Common
                       Stock on such exchange on the Grant Date, or if there
                       were no sales on such date, then on the next prior
                       business day on which there were sales.

                (ii)   If the Common Stock is traded other than on a national
                       securities exchange, the fair market value shall be the
                       average between the closing bid and asked price on the
                       Grant Date, as reported by the National Association of
                       Securities Dealers Automated Quotation System or such
                       other source of quotations for, or reports of trading of,
                       the Common Stock as the Committee may reasonably select
                       from time to time, or if there is no bid and asked price
                       on said date, then on the next prior business day on
                       which there was a bid and asked price.

                (iii)  If neither of the methods described in (i) or (ii) above
                       is available or accurately reflects fair market value,
                       then the Committee shall make a good faith determination
                       of the fair market value using any reasonable method of
                       valuation.

7.       TERM OF OPTION. The Exercise Period of each Option granted shall
         commence on the Grant Date of the Option or on such later date as may
         be determined by the Committee and, except as set forth below, shall
         expire on such date as is determined by the

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         Committee ("Expiration Date"); provided, however, such Expiration Date
         shall be not later than ten (10) years from the Grant Date in the case
         of an ISO and ten (10) years and one (1) day in the case of a NQSO. In
         the case of a Ten Percent Owner Participant, no ISO shall have an
         Expiration Date more than five (5) years after its Grant Date.

         Any Option granted under the Plan shall terminate and may no longer be
         exercised if the Participant ceases to be an employee of the Company or
         a Related Corporation, except as follows:

                (i)    If a Participant's employment with the Company or a
                       Related Corporation shall have been terminated for any
                       reason other than his death or disability within the
                       meaning of Section 22(e)(3) of the Code, he may at any
                       time within a period of three (3) months thereafter,
                       exercise any Option held by him to the extent the Option
                       was exercisable by him on the date of termination of
                       employment;

                (ii)   If a Participant's employment with the Company or a
                       Related Corporation is terminated due to his disability
                       within the meaning of Section 22(e)(3) of the Code, he
                       may at any time within a one (1) year period thereafter,
                       exercise any Option held by him to the extent the Option
                       was exercisable by him on the date of termination of
                       employment;

                (iii)  If a Participant dies while employed by the Company or a
                       Related Corporation, any Option held by him at his death,
                       to the extent the Option was exercisable by the deceased
                       Participant at his death, may be exercised within six (6)
                       months after his death (or within such longer period as
                       may be otherwise specified by the Committee and, in the
                       case of an ISO, which is permitted by Sections 421 and
                       422 of the Code) by the person or persons to whom the
                       Participant's rights shall pass by will duly admitted to
                       probate, or in the absence of any provision by will duly
                       admitted to probate, by the executor or administrator of
                       his estate duly qualified and appointed under the laws of
                       the decedent's domicile at the time of his death;

                (iv)   Those Options granted to Joel Fairman on May 18, 2000
                       shall be exercisable according to the terms of the Grant
                       for the periods provided therein;

         provided, however, that in no event may an Option be exercised to any
         extent by any person after its Expiration Date.

8.       EXERCISE OF OPTION. During the period when any Option, or a portion of
         it, remains exercisable, such Option may be exercised at any time in
         whole or in part; provided,

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         however, that the Committee may require a partial exercise of an Option
         to be for no less than a stated minimum number of shares of Common
         Stock.

         Options may be exercised from time to time by delivering to the
         Secretary of the Company written notice of exercise, stating the number
         of shares of Common Stock with respect to which an Option is being
         exercised, along with payment of the Exercise Price for such shares by
         (a) cash or check payable to the Company; (b) delivery of shares of
         Common Stock; or (c) a combination of the preceding two methods.
         Payment by delivery of shares of Common Stock may include (i) the
         delivery of Common Stock already owned by the Participant; or (ii) the
         exchange, arranged through a qualified broker approved by the Board of
         Directors, of Common Stock to be received from the exercise of the
         Option, with the result that the Participant will receive from the
         exercise a net number of shares of Common Stock represented by the
         difference between the total number of shares with respect to which the
         Option is being exercised and that number of shares, the fair market
         value of which is equal to the full Exercise Price (including any tax
         withholding to the Company) for all shares of Common Stock with respect
         to which the Option is exercised. Any shares of Common Stock delivered
         in payment of an Exercise Price shall be valued as of the Exercise Date
         in accordance with paragraph 6 hereof.

9.       LIMITATION ON EXERCISABILITY. In the case of ISOs, the aggregate fair
         market value (determined as of the Grant Date) of the Common Stock
         issuable pursuant to ISOs granted under the Plan and under any other
         plan of the Company and any Related Corporation which are exercisable
         for the first time by a Participant during any calendar year, shall not
         exceed $100,000.

10.      GRANT OF SUBSTITUTE OPTIONS; MERGERS. In the event that a person who,
         as an employee of a company other than the Company or a Related
         Corporation, received one or more stock options entitling him to
         purchase stock in his employer-company, and by reason of a corporate
         merger, consolidation, acquisition of stock or property, separation,
         reorganization or liquidation, such person becomes a key employee of
         the Company or a Related Corporation, then, to the extent permitted by
         Sections 422 and 424 of the Code in the case of ISOs, the Committee,
         with the approval of the Board, may approve the granting of an Option
         under the Plan to such person in substitution for his option to acquire
         stock in such other company. Options granted under the Plan in
         substitution may include provisions inconsistent with those required by
         the Plan, so long as any ISO so granted meets the requirements of
         Sections 422 and 424 of the Code and would not as a result cause other
         ISOs granted under the Plan to be disqualified as ISOs.

11.      NONTRANSFERABILITY OF OPTIONS. An Option granted under the Plan is not
         transferable, except by will or by the laws of descent and
         distribution, and, during the lifetime of the Participant to whom
         granted, is exercisable only by him or in the event of his disability,
         his personal representative. Notwithstanding the foregoing, an Option
         may be transferred

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         pursuant to a Qualified Domestic Relations Order as defined in Section
         414(p) of the Code; provided, however, that an ISO may not be so
         transferred unless otherwise permitted pursuant to the Code without
         affecting its status as an ISO.

12.      NO EFFECT ON EMPLOYMENT. Nothing contained in the Plan or in any option
         agreement issued in connection herewith shall be construed to limit or
         restrict the right of the Company or any Related Corporation to
         terminate a Participant's employment at any time, with or without
         cause, or to increase or decrease the Participant's compensation from
         the rate in existence at the time the Option is granted.

13.      ADJUSTMENT OF SHARES SUBJECT TO OPTION. In the event there is any
         change in the Common Stock of the Company subject to the Plan through
         the declaration of stock dividends, or through recapitalization
         resulting in stock split-ups, or combinations or exchanges of shares,
         or otherwise, the number of shares of Common Stock available for the
         granting of Options under the Plan and the shares of Common Stock
         subject to any Option granted under the Plan shall be appropriately
         adjusted by the Board. The Committee shall give notice of such
         adjustment to each Participant, and the adjustment shall be effective
         and binding on the Participant.

14.      EFFECTIVE DATE OF THE PLAN. The Plan shall be effective as of January
         1, 1998, subject to the its approval and adoption by shareholders
         holding a majority of the Company's shares entitled to vote thereon.

15.      SUSPENSION OR TERMINATION OF THE PLAN. The Board of Directors may at
         any time suspend or terminate the Plan. Unless the Plan shall
         theretofore have been terminated by the Board of Directors, the Plan
         shall terminate at the close of business on the tenth anniversary of
         the effective date of the Plan. Options may be granted during such
         suspension or after such termination. The suspension or termination of
         the Plan shall not, without the consent of the holders of Options
         granted under the Plan, alter or impair any rights or obligations under
         any Option previously granted under the Plan.

16.      AMENDMENT OF THE PLAN. The Board may at any time amend the Plan in such
         respect as the Board may deem advisable in order that ISOs granted
         under it shall be or remain "incentive stock options" under Section 422
         of the Code, or in order to conform to any change in the law, or in any
         other respect the Board may deem to be in the best interest of the
         Company; provided, however, that no such amendment shall be made
         without approval of the holders of a majority of all shares of the
         Company's issued and outstanding shares entitled to vote thereon to the
         extent that shareholder approval would be required by Section 422 of
         the Code or Rule 16b-3 of the Exchange Act or by the rules of any stock
         exchange or market quotation system to which the Company is subject.
         Any amendment to the Plan shall not alter or impair any rights or
         obligations under any Option theretofore granted under the Plan without
         the consent of the holder thereof.

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17.      ADMINISTRATION.

         (A)    The Committee shall have full power to construe and interpret
                the Plan and to establish and amend rules and regulations for
                its administration.

         (B)    Each Option shall be evidenced by an option agreement which
                shall contain such terms and conditions as may be approved by
                the Committee and shall be signed by an officer of the Company
                and the Participant.

         (C)    The Committee shall report to the Board the names of those
                Eligible Employees granted Options, the number of shares covered
                by each Option, and the applicable Exercise Prices.

         (D)    Each Option shall be subject to the requirement that, if at any
                time the Committee shall determine, in its discretion, that the
                listing, registration or qualification of the shares subject to
                such Option upon any securities exchange or under any state or
                federal law, or the consent or approval of any governmental
                regulatory body, is necessary or desirable as a condition of, or
                in connection with, the granting of such Option or the issue or
                purchase of shares thereunder, such Option may not be exercised
                in whole or in part unless such listing, registration,
                qualification, consent or approval shall have been effected or
                obtained.

         (E)    The Committee shall, immediately after it approves the granting
                of an Option, notify the Participant of such action.

18.      COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES. No Option shall
         be exercisable and no shares will be delivered under this Plan except
         in compliance with all applicable federal and state laws and
         regulations including, without limitation, compliance with applicable
         federal and state securities laws, withholding tax requirements and the
         rules of all domestic stock exchanges and reporting systems on which
         the Company's shares of Common Stock may be listed or reported, as the
         Committee, in its sole discretion, may deem necessary or advisable. Any
         share certificate issued to evidence shares of Common Stock for which
         an Option is exercised may bear legends and statements the Committee
         shall deem advisable to assure compliance with federal and state laws
         and regulations.

19.      MISCELLANEOUS PROVISIONS.

         (A)    WITHHOLDING TAXES. The Company or a Related Corporation shall
                have the right to require a payment from a Participant to cover
                applicable withholding taxes. If permitted by the Committee, a
                Participant may make a written election to have shares of Common
                Stock withheld from the shares otherwise to be received upon the
                exercise of an Option and applied by the Company or Related
                Corporation to

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                the payment of applicable taxes relative to the exercise of the
                Option. The number of shares so withheld shall have an aggregate
                fair market value, as determined by the Committee, sufficient to
                satisfy the Company's minimum statutory withholding
                requirements.

         (B)    DELAWARE LAW TO GOVERN. The Plan and all agreements entered into
                under the Plan shall be interpreted pursuant to the laws of the
                State of Delaware.

         (C)    OTHER PLANS. Nothing herein contained shall be construed as
                limiting the establishment or continued operation of other
                incentive compensation plans by the Company or a Related
                Corporation, or in any way limiting or restricting the amounts
                of payments thereunder, or as in any way limiting the authority
                of the Board to authorize or make such payments as they may
                determine for any period, or as limiting the authority of the
                Board in respect of the payment of salaries, wages or special
                compensation.

         (D)    OBLIGATIONS. Neither the Company nor Related Corporations nor
                the Board nor the Committee nor any member thereof shall, by any
                provisions of the Plan, be deemed to be a trustee of any
                property, and the liabilities of the Company or Related
                Corporations to any Participant pursuant to the Plan shall be
                those of a debtor pursuant to such contract obligation as are
                created by the Plan, and no such obligation of the Company or
                Related Corporations shall be deemed to be secured by any pledge
                or other encumbrance on any property of the Company or Related
                Corporations.

         (E)    CHANGE IN CONDITIONS OF THE CODE. In the event of relevant
                changes in the Code, or other factors affecting the continued
                appropriateness of granting ISOs or NQSOs under the Plan, the
                Committee may, in its sole discretion, accelerate or change the
                form of awarding benefits under the Plan.

         (F)    PURCHASE OF COMMON STOCK. The Company and Related Corporations
                may, but shall not be required to, purchase from time to time
                shares of Common Stock of the Company in such amounts as they
                may determine for purposes of the Plan. The Company and Related
                Corporations shall have no obligation to retain, and shall have
                the unlimited right to sell or otherwise deal with for their own
                account, any shares of Common Stock of the Company purchased
                pursuant to this paragraph.

         (G)    PARTICIPANT'S AGREEMENT. If, at the time of the distribution of
                any shares of the Common Stock of the Company hereunder, in the
                opinion of counsel for the Company, it is necessary or
                desirable, in order to comply with any applicable laws or
                regulations relating to the sale of securities, that the
                Participant receiving such shares shall agree that he will take
                the shares for investment and not with

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                any present intention to resell the same and that he will
                dispose of such shares only in compliance with such laws and
                regulations, the Participant will, upon the request of the
                Company, execute and deliver to the Company an agreement to
                such effect.

         (H)    USE OF CERTAIN TERMS. The terms used herein which are defined in
                Sections 421, 422 and 424, inclusive, of the Code and
                regulations and revenue rulings applicable thereto, shall have
                the meanings attributed to them therein.

         (I)    ISO SAVINGS CLAUSE. It is intended that ISOs granted under this
                Plan, and the terms of this Plan which apply to ISOs, shall meet
                all requirements of Section 422 of the Code, and the Plan shall
                be interpreted, whenever possible, to comply therewith. To the
                extent necessary that ISOs granted or to be granted under the
                Plan shall be or remain "incentive stock options" under Section
                422 of the Code, all provisions under this Plan pertaining to
                ISOs shall be read together, without any provisions which
                pertain exclusively to NQSOs or otherwise do not apply to ISOs.

         (J)    RULE 16b-3 SAVINGS CLAUSE. To the extent that they apply to
                persons subject to Section 16 of the Exchange Act, transactions
                under this Plan are intended to comply with all applicable
                conditions of Rule 16b-3. Any provision of the Plan or action by
                the Committee shall be interpreted, wherever possible, to comply
                with all applicable conditions of Rule 16b-3, and to the extent
                that it does not comply, it shall be deemed to be null and void,
                to the extent permitted by law and deemed advisable by the
                Committee.

         (K)    OTHER PROVISIONS. The agreements authorized under this Plan may
                contain such other provisions as the Committee shall deem
                advisable.

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         (L)    NOTICE. Any notice which may be required or permitted to be
                given hereunder shall be in writing, and may be delivered to the
                Company personally or by registered mail, postage prepaid,
                addressed to: Treasurer, Regent Communications, Inc., 50 East
                RiverCenter Boulevard, Covington, Kentucky 41011or at such other
                address as the Company, by notice to the Participant, may
                designate in writing from time to time, and to the Participant,
                at the Participant's address as shown on the records of the
                Company, or at such other address as the Participant, by notice
                to the Treasurer, Regent Communications, Inc., may designate in
                writing from time to time.

                                           REGENT COMMUNICATIONS, INC.

                                           By:__________________________________
                                                William L. Stakelin, President

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