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
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
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