REGENT COMMUNICATIONS INC
EXHIBIT 10(A)
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<TYPE>EX-10.A
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<FILENAME>l88332aex10-a.txt
<DESCRIPTION>EXHIBIT 10(A)
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                                                                   Exhibit 10(a)

                         THE REGENT COMMUNICATIONS, INC.
                        1998 MANAGEMENT STOCK OPTION PLAN
                       (AS AMENDED THROUGH MARCH 30, 2001)

         Regent Communications, Inc. (the "Company") 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.

         F.       ELIGIBLE EMPLOYEE. "Eligible Employee" shall mean any Key
                  Employee of the Company who was a full-time permanent salaried
                  employee of the Company on the Grant Date of any Option
                  granted to him.

         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.


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         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 full-time
                  permanent management employee of the Company designated as
                  such 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, exercised in full, forfeited or
                  otherwise terminated or satisfied under the Plan.

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

         R.       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.

         S.       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


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                  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.

         T.       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 management 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 Two Million (2,000,000) shares. 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 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.

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         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 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;


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                  (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, 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


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         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 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


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         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.

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


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                  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 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,


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                  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 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


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                  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.

         (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., 100 East
                  RiverCenter Boulevard, Covington, Kentucky 41011 or 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.


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