REGENT COMMUNICATIONS, INC.
2001 DIRECTORS' STOCK OPTION PLAN
Regent Communications, Inc. (the "Company") has, by appropriate resolution of its Board of Directors, adopted
the following Regent Communications, Inc. 2001 Directors' Stock Option Plan to be effective immediately upon
its approval by the Company's stockholders.
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 Regent Communications, Inc., 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. COMMON STOCK. "Common Stock" shall mean shares of the Company's authorized voting common
d. COMPANY. "Company" shall mean Regent Communications, Inc.
e. DIRECTOR. "Director" shall mean a member of the Board of Directors of the Company.
f. EMPLOYEE. "Employee" means any person, including officers and Directors, employed by the Company or
any parent or subsidiary of the Company. The payment of a Director's fee by the Company shall not be sufficient
in and of itself to constitute "employment" by the Company.
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 ad