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EXHIBIT 10(h)
THE REGENT COMMUNICATIONS, INC.
1998 MANAGEMENT STOCK OPTION PLAN
(AS AMENDED EFFECTIVE MAY 1, 2000)
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
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or successor of the Exchange Act or such provision as may be
adopted in lieu of the referenced provision.
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.
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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 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
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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.
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, in successive steps, 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 and that number of
shares, the fair market value of which is equal to the full Exercise
Price 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.
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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 Committee shall give notice of such
adjustment to each Participant, and the adjustment shall be effective
and binding on the Participant.
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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 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
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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
applicable withholding taxes.
(B) OHIO LAW TO GOVERN. The Plan and all agreements entered into
under the Plan shall be interpreted pursuant to the laws of
the State of Ohio.
(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, 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
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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 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.
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(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., 50 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.
REGENT COMMUNICATIONS, INC.
By: /s/ William L. Stakelin
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William L. Stakelin, President
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