Exhibit 10(m)





Exhibit 10(m)




AMENDMENT NO. 1 TO

EXECUTIVE EMPLOYMENT AGREEMENT




THIS AMENDMENT NO. 1 (this “Amendment”) is entered into and shall be effective as of February
28, 2010 to that Executive Employment Agreement (the “Agreement”) dated December 31, 2009 by and
between REGENT COMMUNICATIONS, INC., a Delaware corporation (the “Company”) and WILLIAM L. STAKELIN
(“Employee”). Capitalized terms used herein and not defined shall have the meanings given
therefore in the Agreement.



WHEREAS, the Company and Employee agree that the Agreement shall be amended as set forth in
this Amendment.




NOW THEREFORE, the Company and Employee agree as follows:



1. Section 4.1 of the Agreement shall be amended and restated in its entirety to read as
follows:




4.1 Non-Inducement and No-hire. Employee agrees that during the Term and for a 18-month
period immediately following the termination of his employment with the Company (which shall
be subject to extension pursuant to Section 5A hereof), he shall not directly or indirectly,
individually or on behalf of persons not parties to this Agreement (i) aid or endeavor to
solicit or induce any of employee of the Company or any of its Subsidiaries to leave their
employment with the Company and its Subsidiaries in order to accept employment with, or
otherwise provide services to, Employee or another person, partnership, corporation or other
entity or (ii) hire or otherwise retain the services of any employee of the Company or any
of its Subsidiaries or any former employee of the Company or any of its Subsidiaries within
one-year following such individual ceasing to be employed by the Company and its
Subsidiaries other than any such former employee who was terminated by the Company and its
Subsidiaries without cause.



2. The proviso in Section 5 of the Agreement shall be amended and restated in its entirety to
read as follows:




provided that, subject to the Company’s right to terminate severance payments pursuant to
Section 5B, Employee has received the severance pay under Section 2.6(c).



3. There shall be inserted into the Agreement new Sections 5A and 5B which shall read as
follows:




5A. Effect of Termination Without Cause After Change in Control or for Good Reason After
Change of Control. Notwithstanding the provisions of Section 3 and 4 above, the
restrictions imposed upon Employee in Sections 3.1, 3.2 and 4.1 of this Agreement during the
period following the termination of his employment hereunder shall apply in the event of
Employee’s employment hereunder is terminated by the Company without Cause pursuant to
Section 1.4(ii) following a Change in Control or by


 


 









 






the Employee for Good Reason, following a Change of Control, for a period of two years
immediately following his termination, provided that, subject to the Company’s right to
terminate severance payments pursuant to Section 5B, Employee has received the severance pay
under Section 2.6(c).




5B. Remedy. If Employee violates any of Sections 3.1, 3.2, 4.1 or 4.2 of this
Agreement following his termination (other than an inadvertent or immaterial breach of
Employee’s non-disclosure obligations under Section 4.2), the Company shall have no further
obligations to Employee under Section 2.6 of this Agreement not otherwise required by law.



4. Section 2.3 is eliminated from the Agreement, and Employee and the Company agree that the
references to vesting of Equity Awards in Sections 2.6(b) and 2.6(c) of the Agreement shall apply
only to Equity Awards granted prior to March 1, 2010.



* * * * *



 


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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year
first above written.



	 	 	 	 	 
	 	COMPANY:



REGENT COMMUNICATIONS, INC.

 	 
	 	By:  	/s/
John H. Wyant 	 
	 	 	John H. Wyant, Chairman 	 
	 	 	of the Compensation Committee

of the Board of Directors 	 
	 



	 	 	 	 	 
	 	EMPLOYEE:

 	 
	 	By:  	/s/ William L. Stakelin 	 
	 	 	William L. Stakelin 	 
	 	 	 	 
	 




 


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