**Exhibit 10(b)**
**Regent Communications, Inc.**
1998 Management Stock Option Plan, as amended
GRANT OF INCENTIVE STOCK OPTION
Date of Grant:_____________, 20__
     THIS GRANT, dated as of the date of grant first stated above (the “Date of Grant”), isdelivered by Regent Communications, Inc., a Delaware corporation (“Regent”) to ___(the“Grantee”), who is a key employee of Regent (sometimes referred to herein as the “Employer”).
     WHEREAS, the Board of Directors of Regent (the “Board”) on February 16, 1998, adopted, withstockholder approval, the Regent Communications, Inc. 1998 Management Stock Option Plan, which planwas amended in April 1999, September 2000, April 2001, May 2001 and May 2001 and restated on March18, 2002 and October 24, 2002 (the “Plan”);
     WHEREAS, the Plan provides for the granting of Incentive Stock Options (“ISOs”) and/orNon-Qualified Stock Options (“NQSOs”) by a committee to be appointed by the Board (the “Committee”)to key employees of Regent or any subsidiary of Regent to purchase shares of the Common Stock ofRegent (the “Stock”), in accordance with the terms and provisions thereof; and
     WHEREAS, the Committee considers the Grantee to be a person who is eligible for a grant ofstock options under the Plan, and has determined that it would be in the best interest of Regent togrant the stock options documented herein.
     NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:
     1. Grant of Option. Subject to the terms and conditions of the Plan and as furtherhereinafter set forth, Regent, with the approval and at the direction of the Committee, herebygrants to the Grantee, as of the Date of Grant, an option to purchase up to ___(___)shares of Stock at a price of$       per share, which amount is not less than the fair market valueof the Stock as of the Date of Grant. Such option is hereinafter referred to as the “Option” andthe shares of stock purchasable upon exercise of the Option are hereinafter sometimes referred toas the “Option Shares.” To the greatest extent possible, the Option is intended by the partieshereto to be, and shall be, treated as an Incentive Stock Option as such term is defined underSection 422 of the Internal Revenue Code of 1986, as amended and such Options shall be referred toherein as “ISOs.” All Options which do not qualify as ISOs shall be Non-Qualified Stock Options andshall be referred to herein as “NQSOs.”
     2. Installment Exercise. Subject to such further limitations as are provided herein,the Options granted hereunder are shall become exercisable in five (5) installments, the Granteehaving the right hereunder to purchase from Regent the following number of Option Shares uponexercise of the Option, on and after the following dates, in cumulative fashion:
          (a) on and after each of the first through fifth anniversaries of the Date of Grant, up toone-fifth (ignoring fractional shares) of the total number of Option Shares.
Notwithstanding the foregoing, upon sale, lease or transfer of substantially all of the assets ofRegent to any person other than a wholly-owned subsidiary, consummation of a transaction whichresults in
 

 

ownership of more than 50% of the voting stock of Regent by a person or an entity not a beneficialowner as of the date of this Grant, or such other occurrence as may reasonably may be considered achange of control of Regent, all Option Shares shall become fully and immediately exercisable, solong as they have not terminated in accordance with the terms of the Plan or this Option Grant.
     3. Termination of Option.
          (a) The Option and all rights hereunder with respect thereto, to the extent such rights shallnot have been exercised, shall terminate and become null and void after the expiration of ten (10)years from the Date of Grant (the “Option Term”).
          (b) Upon termination of the Grantee’s employment, the Option may be exercised only during thefollowing periods, but only to the extent that the Option was outstanding and exercisable on anysuch date of termination: (i) the one-year period following the date of such termination of theGrantee’s employment in the case of disability within the meaning of Section 22(e)(3) of the Code,(ii) the twelve-month period following the date of death, and (iii) the three-month periodfollowing the date of any other termination or in the case of disability other than as described in(i) above. In no event, however, shall any such period extend beyond the Option Term.
          (c) In the event of the death of the Grantee, the Option may be exercised by the Grantee’slegal representative(s), but only to the extent that the Option would otherwise have beenexercisable by the Grantee.
          (d) A transfer of the Grantee’s employment between Regent and any subsidiary of Regent, orbetween any subsidiaries of Regent, shall not be deemed to be a termination of the Grantee’semployment.
     4. Exercise of Options.
          (a) The grantee may exercise the Option with respect to all or any part of the number ofOption Shares then exercisable hereunder by giving the Secretary of Regent written notice of intentto exercise. The notice of exercise shall specify the number of Option Shares as to which theOption is to be exercised, which shall be a whole number of Option Shares, and the date of exercisethereof, which date shall be at least five days after the giving of such notice unless an earliertime shall have been mutually agreed upon.
          (b) Full payment by the Grantee of the Exercise Price for the Option Shares purchased shall bemade on or before the exercise date specified in the notice of exercise through one or in acombination of the following methods: (1) in cash or check payable to Regent (in U.S. dollars), (2)through the surrender of previously acquired shares of Stock (which the Grantee has held for atleast six (6) months before so surrendering) at their fair market value on the exercise date,and/or (3) through the exchange, arranged through a qualified broker approved by the Regent Boardof Directors, of Option Shares to be received on exercise with the result that the Grantee shallreceive a net number of shares of Stock represented by the difference between the total number ofShares to which the Option is being exercised and that number of shares of Stock, the fair marketvalue of which is equal to the full Exercise Price (including any tax withholding to Regent) forall Option Shares with respect to which the Option is being exercised.
          (c) Option Shares shall be Incentive Stock Options to the extent that the aggregate fairmarket value (determined as of the Grant Date) exercisable for the first time by Grantee in anycalendar year does not exceed $100,000.
 

 

     On the exercise date specified in the Grantee’s notice or as soon thereafter as ispracticable, Regent shall cause to be delivered to the Grantee, a certificate or certificates forthe Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, asRegent may elect) upon full payment for such Option Shares. The obligation of Regent to deliverStock shall, however, but subject to the condition that if at any time the Committee shalldetermine in its discretion that the listing, registration or qualification of the Option or theOption Shares upon any securities exchange or under any state or federal law, or the consent orapproval of any governmental regulatory body, is necessary or desirable as a condition of, or inconnection with, the Option or issuance or purchase of Stock thereunder, the Option may not beexercised in whole or in part unless such listing, registration, qualification, consent or approvalshall have been effected or obtained free of any conditions not acceptable to the Committee.
     Regent shall have the right to require a payment from Grantee to cover applicable withholdingtaxes. If permitted by the Committee at the time of Grantee’s exercise, Grantee may make a writtenelection to have shares of Stock withheld from the shares otherwise to be received upon theexercise of an Option and applied by Regent to the payment of applicable taxes relative to theexercise of the Option. The number of shares so withheld shall have an aggregate fair market valuesufficient to satisfy Regent’s minimum statutory withholding requirements.
     5. Adjustment of and Changes in Stock of Regent. In the event there is any change inthe Stock subject to the Plan through the declaration of stock dividends, or throughrecapitalization resulting in stock split-ups, or combinations or exchanges of shares, orotherwise, the Committee shall make such adjustments as appropriate in the number and/or kind ofshares of stock subject to the Option and/or in the option price; provided, however, that no suchadjustment shall give the Grantee any additional benefits under the Option.
     6. Fair Market Value. As used herein, the “fair market vale” of a share of Stockshall be that amount determined in accordance with the provisions of Section 6 of the Plan.
     7. No Rights of Stockholders. Neither the Grantee nor any personal representativeshall be, or shall have any of the rights and privileges of, a stockholder of Regent with respectto any shares of Stock purchasable or issuable upon the exercise of the Option, in whole or inpart, prior to the date of exercise of the Option.
     8. Non-Transferability of Option. This Option is not transferable, except by will orby the laws of descent and distribution, and, during the lifetime of the Grantee, is exercisableonly by him or in the event of his disability, his personal representative. In the event of (a) anyattempt by the Grantee to alienate, assign, pledge, hypothecate or otherwise dispose of the Option,except as provided for herein, or (b) the levy of any attachment, execution or similar process uponthe rights or interest hereby conferred, Regent may terminate the Option by notice to the Granteeand it shall thereupon become null and void. Notwithstanding the foregoing, an Option may betransferred pursuant to a Qualified Domestic Relations Order as defined in Section 414(p) of theInternal Revenue Code; provided, however, that an ISO may not be so transferred unless otherwisepermitted pursuant to the Code without affecting its status as an ISO.
     9. Employment Not Affected. Neither the granting of the Option nor its exercise shallbe construed as granting to the Grantee any right with respect to continuance of employment by theEmployer or to the Grantee’s rate of compensation.
     10. Amendment of Option. The Option may be amended by the Board or the Committee atany time (i) if the Board or the Committee determines, in its sole discretion, that amendment isnecessary or advisable in the light of any addition to or change in the Internal Revenue Code of1986, as amended,
 

 

or in the regulations issued thereunder, or any federal or state securities law or other law orregulation, which change occurs after the Date of Grant and by its terms applies to the Option; or(ii) other than in the circumstances described in clause (i), with the consent of the Grantee.
     11. Notice. Any notice to Regent provided for in this instrument shall be addressedto it in care of its Treasurer at its executive offices at 100 East RiverCenter Boulevard,9th Floor, Covington, Kentucky 41011 and any notice to the Grantee shall be addressed tothe Grantee at the current address shown on the payroll records of the Employer. Any notice shallbe deemed to be duly given if and when properly addressed and posted by registered mail, postageprepaid.
     12. Incorporation of Plan by Reference. The Option is granted pursuant to the termsof the Plan, the terms of which are incorporated herein by reference, and the Option shall in allrespects be interpreted in accordance with the Plan. The Committee shall interpret and construethe Plan and this instrument, and its interpretations and determinations shall be conclusive andbinding on the parties hereto and any other person claiming an interest hereunder, with respect toany issue arising hereunder or thereunder.
     13. Governing Law. The validity, construction, interpretation and effect of thisinstrument shall exclusively be governed by and determined in accordance with the law of the Stateof Delaware, except to the extent preempted by federal law, which shall to the extent govern.
     14. Acknowledgement. Grantee hereby acknowledges receipt of copies of the Plan, thelatest Annual Report of Regent, the Plan’s Summary dated October 24, 2002 and the form of Notice ofExercise of Stock Option.
     IN WITNESS WHEREOF, Regent has caused its duly authorized officers to execute an attest thisGrant of Incentive Stock Option and the Grantee has placed his or her signature hereon, effectiveas of the Date of Grant.       WITNESS:   REGENT COMMUNICATIONS, INC.                 By:           Its:                ACCEPTED AND AGREED TO:             Grantee