Fisher Communications, Inc. 2008 Equity Incentive Plan



 Exhibit 10.5 
 FISHER COMMUNICATIONS, INC. 
 2008 EQUITY INCENTIVE PLAN 
 AS AMENDED AND RESTATED ON MARCH 10, 2009 
 SECTION 1. PURPOSE 
 The purpose of the Fisher Communications, Inc. 2008 Equity Incentive Plan is to attract, retain and motivate
employees, officers and directors of the Company and its Related Companies by providing them the opportunity to acquire a proprietary interest in the Company and to align their interests and efforts to the long-term interests of the Company’s
shareholders. 
 SECTION 2. DEFINITIONS 
 Certain
capitalized terms used in the Plan have the meanings set forth in Appendix A. 
 SECTION 3. ADMINISTRATION 
  

	3.1	Administration of the Plan 

 The Plan shall be administered
by the Board or the Compensation Committee, which shall be composed of two or more directors, each of whom is a “non-employee director” within the meaning of Rule 16b-3(b)(3) promulgated under the Exchange Act, or any successor definition
adopted by the Securities and Exchange Commission and an “outside director” within the meaning of Section 162(m) of the Code, or any successor provision thereto. 
  

	3.2	Delegation 

 Notwithstanding the foregoing, the Board may
delegate responsibility for administering the Plan with respect to designated classes of Eligible Persons to different committees consisting of two or more members of the Board, subject to such limitations as the Board deems appropriate, except with
respect to Awards to Participants who are subject to Section 16 of the Exchange Act or Awards granted pursuant to Section 16 of the Plan. Members of any committee shall serve for such term as the Board may determine, subject to removal by
the Board at any time. To the extent consistent with applicable law, the Board may authorize one or more senior executive officers of the Company to grant Awards to designated classes of 








 
Eligible Persons, within limits specifically prescribed by the Board; provided, however, that no such officer shall have or obtain authority to grant Awards
to himself or herself or to any person subject to Section 16 of the Exchange Act. All references in the Plan to the “Committee” shall be, as applicable, to the Compensation Committee or any other committee or any officer to whom the
Board has delegated authority to administer the Plan. 
  

	3.3	Administration and Interpretation by Committee 

 (a) Except for the terms and conditions explicitly set forth in the Plan and to the extent permitted by applicable law, the Committee shall have full power and exclusive authority, subject to such orders or resolutions not inconsistent with
the provisions of the Plan as may from time to time be adopted by the Board or a Committee composed of members of the Board, to (i) select the Eligible Persons to whom Awards may from time to time be granted under the Plan; (ii) determine
the type or types of Award to be granted to each Participant under the Plan; (iii) determine the number of shares of Common Stock to be covered by each Award granted under the Plan; (iv) determine the terms and conditions of any Award
granted under the Plan; (v) approve the forms of notice or agreement for use under the Plan; (vi) determine whether, to what extent and under what circumstances Awards may be settled in cash or shares of Common Stock or canceled or
suspended; (vii) determine whether, to what extent and under what circumstances cash, shares of Common Stock and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant;
(viii) interpret and administer the Plan and any instrument evidencing an Award, notice or agreement executed or entered into under the Plan; (ix) establish such rules and regulations as it shall deem appropriate for the proper
administration of the Plan; (x) delegate ministerial duties to such of the Company’s employees as it so determines; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for
administration of the Plan. 
 (b) In no event, however, shall the Committee have the right, without shareholder approval, to (i) cancel
or amend outstanding Options or SARs for the purpose of repricing, replacing or regranting such Options or SARs with Options or SARs that have a purchase or grant price that is less than the purchase or grant price for the original Options or SARs
except in connection with adjustments provided in Section 15, or (ii) issue an Option or amend an outstanding Option to provide for the grant or issuance of a new Option on exercise of the original Option. 
 (c) The effect on the vesting of an Award of a Company-approved leave of absence or a Participant’s working less than full-time shall be determined
by the Company’s chief human resources officer or other person performing that function or, with respect to directors or executive officers, by the Compensation Committee, whose determination shall be final. 
 (d) Decisions of the Committee shall be final, conclusive and binding on all persons, including the Company, any Participant, any shareholder and any
Eligible Person. A majority of the members of the Committee may determine its actions. 







 SECTION 4. SHARES SUBJECT TO THE PLAN 
  

	4.1	Authorized Number of Shares 

 Subject to adjustment from time
to time as provided in Section 15.1, a maximum of 300,000 shares of Common Stock shall be available for issuance under the Plan. Shares issued under the Plan shall be drawn from authorized and unissued shares. 
  

	4.2	Share Usage 

 (a) Shares of Common Stock covered by an Award
shall not be counted as used unless and until they are actually issued and delivered to a Participant. If any Award lapses, expires, terminates or is canceled prior to the issuance of shares thereunder or if shares of Common Stock are issued under
the Plan to a Participant and thereafter are forfeited to or otherwise reacquired by the Company, the shares subject to such Awards and the forfeited or reacquired shares shall again be available for issuance under the Plan. Any shares of Common
Stock (i) tendered by a Participant or retained by the Company as full or partial payment to the Company for the purchase price of an Award or to satisfy tax withholding obligations in connection with an Award, or (ii) covered by an Award
that is settled in cash, or in a manner such that some or all of the shares of Common Stock covered by the Award are not issued, shall be available for Awards under the Plan. The number of shares of Common Stock available for issuance under the Plan
shall not be reduced to reflect any dividends or dividend equivalents that are reinvested into additional shares of Common Stock or credited as additional shares of Common Stock subject or paid with respect to an Award. 
 (b) The Committee shall also, without limitation, have the authority to grant Awards as an alternative to or as the form of payment for grants or rights earned or due
under other compensation plans or arrangements of the Company. 
 (c) Notwithstanding anything in the Plan to the contrary, the Committee may grant
Substitute Awards under the Plan. Substitute Awards shall not reduce the number of shares authorized for issuance under the Plan. In the event that an Acquired Entity has shares available for awards or grants under one or more preexisting plans not
adopted in contemplation of such acquisition or combination, then, to the extent determined by the Board or the Compensation Committee, the shares available for grant pursuant to the terms of such preexisting plan (as adjusted, to the extent
appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to holders of common stock of the entities that are parties to such acquisition or
combination) may be used for Awards under the Plan and shall not reduce the number of shares of Common Stock authorized for issuance under the Plan; provided, however, that Awards using such available shares shall not be made after the date awards
or grants could have been made under the terms of such preexisting plans, absent the acquisition or combination, and shall only be made to individuals who were not employees or directors of the Company or a Related Company prior to such acquisition
or combination. In the event 








 
that a written agreement between the Company and an Acquired Entity pursuant to which a merger, consolidation or statutory share exchange is completed is
approved by the Board and that agreement sets forth the terms and conditions of the substitution for or assumption of outstanding awards of the Acquired Entity, those terms and conditions shall be deemed to be the action of the Committee without any
further action by the Committee, except as may be required for compliance with Rule 16b-3 under the Exchange Act, and the persons holding such awards shall be deemed to be Participants. 
 (d) notwithstanding the other provisions in this Section 4.2, the maximum number of shares that may be issued upon the exercise of Incentive Stock Options shall
equal the aggregate share number stated in Section 4.1, subject to adjustment as provided in Section 15.1. 
 SECTION 5. ELIGIBILITY 

 An Award may be granted to any employee, officer or director of the Company or a Related Company whom the Committee from time to time selects. 

SECTION 6. AWARDS 
  

	6.1	Form, Grant and Settlement of Awards 

 The Committee shall
have the authority, in its sole discretion, to determine the type or types of Awards to be granted under the Plan. Such Awards may be granted either alone or in addition to or in tandem with any other type of Award. Any Award settlement may be
subject to such conditions, restrictions and contingencies as the Committee shall determine. 
  

	6.2	Evidence of Awards 

 Awards granted under the Plan shall be
evidenced by a written notice or agreement (including an electronic notice or agreement) that shall contain such terms, conditions, limitations and restrictions as the Committee shall deem advisable and that are not inconsistent with the Plan.

  

	6.3	Deferrals 

 The Committee may permit or require a Participant
to defer receipt of the payment of any Award if and to the extent set forth in the notice or agreement evidencing the Award at the time of grant. If any such deferral election is permitted or required, the Committee, in its sole discretion, shall
establish rules and procedures for such payment deferrals, which may include the grant of additional Awards or provisions for the payment or crediting of interest or dividend equivalents, including converting such credits to deferred stock unit
equivalents; provided, however, that the terms of any deferrals under this Section 6.3 shall comply with all applicable law, rules and regulations, including, without limitation, Section 409A of the Code. 








	6.4	Dividends and Distributions 

 Participants may, if and to the
extent the Committee so determines and sets forth in the notice or agreement evidencing the Award at the time of grant, be credited with dividends paid with respect to shares of Common Stock underlying an Award in a manner determined by the
Committee in its sole discretion. The Committee may apply any restrictions to the dividends or dividend equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or
dividend equivalents, including cash, shares of Common Stock, Restricted Stock or Stock Units. 
 SECTION 7. OPTIONS 
  

	7.1	Grant of Options 

 The Committee may grant Options designated
as Incentive Stock Options or Nonqualified Stock Options. 
  

	7.2	Option Exercise Price 

 The exercise price for shares
purchased under an Option shall be at least 100% of the Fair Market Value of the Common Stock on the Grant Date (and, with respect to Incentive Stock Options, shall not be less than the minimum exercise price required by Section 422 of the
Code), except in the case of Substitute Awards. 
  

	7.3	Term of Options 

 Subject to earlier termination in
accordance with the terms of the Plan and the instrument evidencing the Option, the maximum term of an Option shall be ten years from the Grant Date. 
  

	7.4	Exercise of Options 

 The Committee shall establish and set
forth in each instrument that evidences an Option the time at which, or the installments in which, the Option shall vest and become exercisable, any of which provisions may be waived or modified by the Committee at any time. To the extent an
Option has vested and become exercisable, the Option may be exercised in whole or from time to time in part by delivery to or as directed or approved by the Company of a properly executed stock option exercise agreement or notice, in a form and in
accordance with procedures established by the Committee, setting forth the number of shares with respect to which the Option is being exercised, the restrictions imposed on the shares purchased under such exercise agreement, if any, and such
representations and agreements as may be required by the Committee, accompanied by payment in full as described in Sections 7.5 and 13. An Option may be exercised only for whole shares and may not be exercised for less than a reasonable number
of shares at any one time, as determined by the Committee. 








	7.5	Payment of Exercise Price 

 The exercise price for shares
purchased under an Option shall be paid in full to the Company by delivery of consideration equal to the product of the Option exercise price and the number of shares purchased. Such consideration must be paid before the Company will issue the
shares being purchased and must be in a form or a combination of forms acceptable to the Committee for that purchase, which forms may include: 
 (a) cash;

 (b) check or wire transfer; 
 (c) having the Company withhold
shares of Common Stock that would otherwise be issued on exercise of the Option that have an aggregate Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option; 
 (d) tendering (either actually or, so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation) shares of Common
Stock owned by the Participant that have an aggregate Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option; 
 (e) so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, and to the extent permitted by law, delivery of a properly executed exercise notice, together with irrevocable instructions to a brokerage
firm designated or approved by the Company to deliver promptly to the Company the aggregate amount of proceeds to pay the Option exercise price and any withholding tax obligations that may arise in connection with the exercise, all in accordance
with the regulations of the Federal Reserve Board; or 
 (f) such other consideration as the Committee may permit. 
  

	7.6	Effect of Termination of Service 

 The Committee shall
establish and set forth in each instrument that evidences an Option whether the Option shall continue to be exercisable, and the terms and conditions of such exercise, after a Termination of Service, any of which provisions may be waived or modified
by the Committee at any time. If the exercise of the Option following a Participant’s Termination of Service, but while the Option is otherwise exercisable, would be prohibited solely because the issuance of Common Stock would violate either
the registration requirements under the Securities Act or the Company’s insider trading policy, then the Option shall remain exercisable until the earlier of (a) the Option Expiration Date and (b) the expiration of a period of three
months (or such longer period of time as determined by the Committee in its sole discretion) after the Participant’s Termination of Service during which the exercise of the Option would not be in violation of such Securities Act or insider
trading policy requirements. 







 Notwithstanding the foregoing, in case a Participant’s Termination of Service occurs for Cause, all Options granted
to the Participant shall automatically expire upon first notification to the Participant of such termination, unless the Committee determines otherwise. If a Participant’s employment or service relationship with the Company is suspended pending
an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights under any Option shall likewise be suspended during the period of investigation. If any facts that would constitute termination for Cause
are discovered after a Participant’s Termination of Service, any Option then held by the Participant may be immediately terminated by the Committee, in its sole discretion. 
 SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS 
 Notwithstanding any other provisions of the Plan, the terms and
conditions of any Incentive Stock Options shall in addition comply in all respects with Section 422 of the Code, or any successor provision, and any applicable regulations thereunder. 
 SECTION 9. STOCK APPRECIATION RIGHTS 
  

	9.1	Grant of Stock Appreciation Rights 

 The Committee may grant
Stock Appreciation Rights to Participants at any time on such terms and conditions as the Committee shall determine in its sole discretion. An SAR may be granted in tandem with an Option or alone (“freestanding”). The grant price of a
tandem SAR shall be equal to the exercise price of the related Option. The grant price of a freestanding SAR shall be established in accordance with procedures for Options set forth in Section 7.2. An SAR may be exercised upon such terms and
conditions and for the term as the Committee determines in its sole discretion; provided, however, that, subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the SAR, the maximum term of a
freestanding SAR shall be ten years, and in the case of a tandem SAR, (a) the term shall not exceed the term of the related Option and (b) the tandem SAR may be exercised for all or part of the shares subject to the related Option upon the
surrender of the right to exercise the equivalent portion of the related Option, except that the tandem SAR may be exercised only with respect to the shares for which its related Option is then exercisable. 
  

	9.2	Payment of SAR Amount 

 Upon the exercise of an SAR, a
Participant shall be entitled to receive payment in an amount determined by multiplying: (a) the difference between the Fair Market Value of the Common Stock on the date of exercise over the grant price of the SAR by (b) the number of
shares with respect to which the SAR is exercised. At the discretion of the Committee as set forth in the instrument evidencing the Award, the payment upon exercise of an SAR may be in cash, in shares, in some combination thereof or in any other
manner approved by the Committee in its sole discretion. 








	9.3	Waiver of Restrictions 

 Subject to Section 18.5, the
Committee, in its sole discretion, may waive any other terms, conditions or restrictions on any SAR under such circumstances and subject to such terms and conditions as the Committee shall deem appropriate. 
 SECTION 10. STOCK AWARDS, RESTRICTED STOCK AND STOCK UNITS 
  

	10.1	Grant of Stock Awards, Restricted Stock and Stock Units 

 The
Committee may grant Stock Awards, Restricted Stock and Stock Units on such terms and conditions and subject to such repurchase or forfeiture restrictions, if any, which may be based on continuous service with the Company or a Related Company or the
achievement of any performance goals, as the Committee shall determine in its sole discretion, which terms, conditions and restrictions shall be set forth in the instrument evidencing the Award. 
  

	10.2	Vesting of Restricted Stock and Stock Units 

 Upon the
satisfaction of any terms, conditions and restrictions prescribed with respect to Restricted Stock or Stock Units, or upon a Participant’s release from any terms, conditions and restrictions of Restricted Stock or Stock Units, as determined by
the Committee, and subject to the provisions of Section 13, (a) the shares of Restricted Stock covered by each Award of Restricted Stock shall become freely transferable by the Participant, and (b) Stock Units shall be paid in shares
of Common Stock or, if set forth in the instrument evidencing the Awards, in cash or a combination of cash and shares of Common Stock. Any fractional shares subject to such Awards shall be paid to the Participant in cash. 
  

	10.3	Waiver of Restrictions 

 Subject to Section 18.5, the
Committee, in its sole discretion, may waive the repurchase or forfeiture period and any other terms, conditions or restrictions on any Restricted Stock or Stock Unit under such circumstances and subject to such terms and conditions as the Committee
shall deem appropriate. 







 SECTION 11. PERFORMANCE AWARDS 
  

	11.1	Performance Shares 

 The Committee may grant Awards of
Performance Shares, designate the Participants to whom Performance Shares are to be awarded and determine the number of Performance Shares and the terms and conditions of each such Award. Performance Shares shall consist of a unit valued by
reference to a designated number of shares of Common Stock, the value of which may be paid to the Participant by delivery of shares of Common Stock or, if set forth in the instrument evidencing the Award, cash, or any combination thereof, upon the
attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee. Subject to Section 18.5, the amount to be paid under an Award of Performance Shares may be adjusted on the basis of
such further consideration as the Committee shall determine in its sole discretion. 
  

	11.2	Performance Units 

 The Committee may grant Awards of
Performance Units, designate the Participants to whom Performance Units are to be awarded and determine the number of Performance Units and the terms and conditions of each such Award. Performance Units shall consist of a unit valued by reference to
a designated amount of cash, which value may be paid to the Participant by delivery of cash, shares of Common Stock, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and
conditions specified by the Committee. Subject to Section 18.5, the amount to be paid under an Award of Performance Units may be adjusted on the basis of such further consideration as the Committee shall determine in its sole discretion.

 SECTION 12. OTHER STOCK OR CASH-BASED AWARDS 
 Subject to the terms of the Plan and such other terms and conditions as the Committee deems appropriate, the Committee may grant other incentives payable in cash or in shares of Common Stock under the Plan. 
 SECTION 13. WITHHOLDING 
 The Company may require the
Participant to pay to the Company the amount of (a) any taxes that the Company is required by applicable federal, state, local or foreign law to withhold with respect to the grant, vesting or exercise of an Award (“tax withholding
obligations”) and (b) any amounts due from the Participant to the Company or to any Related Company (“other obligations”). The Company shall not be required to issue any shares of Common Stock or otherwise settle an Award under
the Plan until such tax withholding obligations and other obligations are satisfied. 
 The Committee may permit or require a Participant to satisfy all or
part of the Participant’s tax withholding obligations and other obligations by (a) paying cash to the Company, (b) having the Company withhold an amount from any cash amounts otherwise due or to become due from the Company to the
Participant, (c) having the Company withhold a number of shares of Common Stock that would otherwise be issued to the Participant (or become vested, in the case of Restricted Stock) having a Fair Market Value equal to the tax withholding
obligations and other obligations, or (d) surrendering a number of shares of Common Stock the Participant already owns having a value equal to the tax withholding obligations and other obligations. The value of the shares so withheld or
tendered may not exceed the employer’s minimum required tax withholding rate. 







 SECTION 14. ASSIGNABILITY 
 No Award or interest in an Award may be sold, assigned, pledged (as collateral for a loan or as security for the performance of an obligation or for any other purpose) or transferred by a Participant or made subject
to attachment or similar proceedings otherwise than by will or by the applicable laws of descent and distribution, except to the extent the Participant designates one or more beneficiaries on a Company-approved form who may exercise the Award or
receive payment under the Award after the Participant’s death. During a Participant’s lifetime, an Award may be exercised only by the Participant. Notwithstanding the foregoing and to the extent permitted by Section 422 of the Code,
the Committee, in its sole discretion, may permit a Participant to assign or transfer an Award subject to such terms and conditions as the Committee shall specify. 
 SECTION 15. ADJUSTMENTS 
  

	15.1	Adjustment of Shares 

 In the event, at any time or from time
to time, a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, statutory share exchange distribution to shareholders other than a normal cash dividend, or other change in the
Company’s corporate or capital structure results in (a) the outstanding shares of Common Stock, or any securities exchanged therefor or received in their place, being exchanged for a different number or kind of securities of the Company or
(b) new, different or additional securities of the Company or any other company being received by the holders of shares of Common Stock, then the Committee shall make proportional adjustments in (i) the maximum number and kind of
securities available for issuance under the Plan; (ii) the maximum number and kind of securities issuable as Incentive Stock Options as set forth in Section 4.2; (iii) the maximum numbers and kind of securities set forth in
Section 16.3; and (iv) the number and kind of securities that are subject to any outstanding Award and the per share price of such securities, without any change in the aggregate price to be paid therefor. The determination by the
Committee, as to the terms of any of the foregoing adjustments shall be conclusive and binding. 
 Notwithstanding the foregoing, the issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services rendered, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Awards. Also notwithstanding the foregoing, a
dissolution or liquidation of the Company or a Company Transaction shall not be governed by this Section 15.1 but shall be governed by Sections 15.2 and 15.3, respectively. 








	15.2	Dissolution or Liquidation 

 To the extent not previously
exercised or settled, and unless otherwise determined by the Committee in its sole discretion, Awards shall terminate immediately prior to the dissolution or liquidation of the Company. To the extent a vesting condition, forfeiture provision or
repurchase right applicable to an Award has not been waived by the Committee, the Award shall be forfeited immediately prior to the consummation of the dissolution or liquidation. 
  

	15.3	Change in Control 

 Notwithstanding any other provision of
the Plan to the contrary, unless the Committee shall determine otherwise in the instrument evidencing the Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company, in the event of a
Change in Control: 
 (a) All outstanding Awards, other than Performance Shares and Performance Units, shall become fully and immediately exercisable, and
all applicable deferral and restriction limitations or forfeiture provisions shall lapse, immediately prior to the Change in Control and shall terminate at the effective time of the Change in Control; provided, however, that with respect to a Change
in Control that is a Company Transaction, such Awards shall become fully and immediately exercisable, and all applicable deferral and restriction limitations or forfeiture provisions shall lapse, only if and to the extent such Awards are not
converted, assumed or replaced by the Successor Company. 
 For the purposes of this Section 15.3(a), an Award shall be considered converted, assumed or
replaced by the Successor Company if following the Company Transaction the option or right confers the right to purchase or receive, for each share of Common Stock subject to the Award immediately prior to the Company Transaction, the consideration
(whether stock, cash or other securities or property) received in the Company Transaction by holders of Common Stock for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the Company Transaction is not solely common stock of the Successor Company, the Committee may, with the consent
of the Successor Company, provide for the consideration to be received upon the exercise of the Option, for each share of Common Stock subject thereto, to be solely common stock of the Successor Company substantially equal in fair market value to
the per share consideration received by holders of Common Stock in the Company Transaction. The determination of such substantial equality of value of consideration shall be made by the Committee, and its determination shall be conclusive and
binding. 
 Except as otherwise provided in the instrument evidencing the Award or in a written employment, services or other agreement between the
Participant and the Company or a Related Company, any such Awards that are converted, assumed or substituted for in the 








 
Company Transaction and do not otherwise accelerate at that time shall automatically become fully vested and exercisable with respect to 100% of the unvested
portion of the Award, and all applicable deferral and restriction limitations or forfeiture provisions shall lapse, in the event that the Participant’s employment with the Successor Company should terminate (i) in connection with such
Company Transaction or (ii) subsequently within one year following such Company Transaction, unless such employment is terminated by the Successor Company for Cause or by the Participant voluntarily without Good Reason. 
 (b) All Performance Shares or Performance Units earned and outstanding as of the date the Change in Control is determined to have occurred shall be payable in full at
the target level in accordance with the payout schedule pursuant to the instrument evidencing the Award. Any remaining Performance Shares or Performance Units (including any applicable performance period) for which the payout level has not been
determined shall be prorated at the target payout level up to and including the date of such Change in Control and shall be payable in full at the target level in accordance with the payout schedule pursuant to the instrument evidencing the Award.
Any existing deferrals or other restrictions not waived by the Committee in its sole discretion shall remain in effect. 
 (c) Notwithstanding the foregoing,
the Committee, in its sole discretion, may instead provide in the event of a Change in Control that is a Company Transaction that a Participant’s outstanding Awards shall terminate upon or immediately prior to such Company Transaction and that
such Participant shall receive, in exchange therefor, a cash payment equal to the amount (if any) by which (x) the value of the per share consideration received by holders of Common Stock in the Company Transaction, or, in the event the Company
Transaction is one of the transactions listed under subsection (c) in the definition of Company Transaction or otherwise does not result in direct receipt of consideration by holders of Common Stock, the value of the deemed per share
consideration received, in each case as determined by the Committee in its sole discretion, multiplied by the number of shares of Common Stock subject to such outstanding Awards (to the extent then vested and exercisable or whether or not then
vested and exercisable, as determined by the Committee in its sole discretion) exceeds (y) if applicable, the respective aggregate exercise price or grant price for such Awards. 
 (d) Further notwithstanding the foregoing, the Committee, in its sole discretion, may instead determine the effect of a Change in Control on outstanding Awards at the
time of the Change in Control and in light of the circumstances surrounding the Change in Control. 
  

	15.4	Further Adjustment of Awards 

 Subject to Sections 15.2
and 15.3, the Committee shall have the discretion, exercisable at any time before a sale, merger, consolidation, reorganization, liquidation, dissolution or change in control of the Company, as defined by the Committee, to take such further action
as it determines to be necessary or advisable with respect to Awards. Such authorized action may include (but shall not be limited to) establishing, amending or waiving the type, terms, conditions or duration of, or restrictions on, Awards so as to
provide for earlier, later, 








 
extended or additional time for exercise, lifting restrictions and other modifications, and the Committee may take such actions with respect to all
Participants, to certain categories of Participants or only to individual Participants. The Committee may take such action before or after granting Awards to which the action relates and before or after any public announcement with respect to such
sale, merger, consolidation, reorganization, liquidation, dissolution or change in control that is the reason for such action. 
  

	15.5	No Limitations 

 The grant of Awards shall in no way affect
the Company’s right to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 
  

	15.6	Fractional Shares 

 In the event of any adjustment in the
number of shares covered by any Award, each such Award shall cover only the number of full shares resulting from such adjustment. 
  

	15.7	Section 409A of the Code 

 Notwithstanding anything in
this Plan to the contrary, (a) any adjustments made pursuant to this Section 15 or any other amendments to Awards that are considered “deferred compensation” within the meaning of Section 409A of the Code shall be made in
compliance with the requirements of Section 409A of the Code and (b) any adjustments made pursuant to Section 15 or any other amendments to Awards that are not considered “deferred compensation” subject to Section 409A
of the Code shall be made in such a manner as to ensure that after such adjustment or amendment the Awards either (i) continue not to be subject to Section 409A of the Code or (ii) comply with the requirements of Section 409A of
the Code. 
 SECTION 16. CODE SECTION 162(m) PROVISIONS 
 Notwithstanding any other provision of the Plan, if the Committee determines, at the time Awards are granted to a Participant who is, or is likely to be as of the end of the tax year in which the Company would claim a tax deduction in
connection with such Award, a Covered Employee, then the Committee may provide that this Section 16 is applicable to such Award. 
  

	16.1	Performance Criteria 

 If an Award is subject to this
Section 16, then the lapsing of restrictions thereon and the distribution of cash or shares of Common Stock pursuant thereto, as applicable, shall be subject to the achievement of one or more objective performance goals established by the
Committee, which shall be based on the attainment of specified levels of one of or any combination of the following “performance criteria” for the Company as a whole or any business unit of the Company, as reported or calculated by the
Company: cash flows (including, but not limited to, operating cash flow, free cash flow or cash flow return on 








 
capital); working capital; earnings per share; book value per share; operating income (including or excluding depreciation, amortization, extraordinary
items, restructuring charges or other expenses); revenues; operating margins; return on assets; return on equity; debt; debt plus equity; market or economic value added; stock price appreciation; total shareholder return; cost control; strategic
initiatives; market share; net income; return on invested capital; improvements in capital structure; or customer satisfaction, employee satisfaction, services performance, subscriber, cash management or asset management metrics (together, the
“Performance Criteria”). 
 Such performance goals also may be based on the achievement of specified levels of Company performance (or
performance of an applicable affiliate or business unit of the Company) under one or more of the Performance Criteria described above relative to the performance of other corporations. Such performance goals shall be set by the Committee within the
time period prescribed by, and shall otherwise comply with the requirements of, Section 162(m) of the Code, or any successor provision thereto, and the regulations thereunder. 
 The Committee may provide in any such Award that any evaluation of performance may include or exclude any of the following events that occurs during a performance period: (i) asset write-downs,
(ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (iv) any reorganization and restructuring programs,
(v) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 and/or in Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in the Company’s annual
report to shareholders for the applicable year, (vi) acquisitions or divestitures, (vii) foreign exchange gains and losses, and (viii) gains and losses on asset sales. To the extent such inclusions or exclusions affect Awards to
Covered Employees, they shall be prescribed in a form that satisfies all requirements for “performance-based compensation” within the meaning of Section 162(m) of the Code, or any successor provision thereto. 
  

	16.2	Adjustment of Awards 

 Notwithstanding any provision of the
Plan other than Section 15, with respect to any Award that is subject to this Section 16, the Committee may adjust downwards, but not upwards, the amount payable pursuant to such Award, and the Committee may not waive the achievement of
the applicable performance goals except in the case of the death or disability of the Covered Employee. 
  

	16.3	Limitations 

 Subject to adjustment from time to time as
provided in Section 15.1, no Covered Employee may be granted Awards other than Performance Units subject to this Section 16 in any calendar year period with respect to more than 200,000 shares of Common Stock for such 








 
Awards, except that the Company may make additional onetime grants of such Awards for up to 250,000 shares to newly hired or newly promoted individuals,
and the maximum dollar value payable with respect to Performance Units or other awards payable in cash subject to this Section 16 granted to any Covered Employee in any one calendar year is $1,000,000. 
 The Committee shall have the power to impose such other restrictions on Awards subject to this Section 16 as it may deem necessary or appropriate to ensure that
such Awards satisfy all requirements for “performance-based compensation” within the meaning of Section 162(m) of the Code, or any successor provision thereto. 
 SECTION 17. AMENDMENT AND TERMINATION 
  

	17.1	Amendment, Suspension or Termination 

 The Board or the
Compensation Committee may amend, suspend or terminate the Plan or any portion of the Plan at any time and in such respects as it shall deem advisable; provided, however, that, to the extent required by applicable law, regulation or stock exchange
rule, shareholder approval shall be required for any amendment to the Plan; and provided, further, that any amendment that requires shareholder approval may be made only by the Board. Subject to Section 17.3, the Committee may amend the terms
of any outstanding Award, prospectively or retroactively. 
  

	17.2	Term of the Plan 

 Unless sooner terminated as provided
herein, the Plan shall terminate ten years from the Effective Date. After the Plan is terminated, no future Awards may be granted, but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and
the Plan’s terms and conditions. Notwithstanding the foregoing, no Incentive Stock Options may be granted more than ten years after the later of (a) the Effective Date and (b) the approval by the shareholders of any amendment to the
Plan that constitutes the adoption of a new plan for purposes of Section 422 of the Code. 
  

	17.3	Consent of Participant 

 The amendment, suspension or
termination of the Plan or a portion thereof or the amendment of an outstanding Award shall not, without the Participant’s consent, materially adversely affect any rights under any Award theretofore granted to the Participant under the Plan.
Any change or adjustment to an outstanding Incentive Stock Option shall not, without the consent of the Participant, be made in a manner so as to constitute a “modification” that would cause such Incentive Stock Option to fail to continue
to qualify as an Incentive Stock Option. Notwithstanding the foregoing, any adjustments made pursuant to Section 15 shall not be subject to these restrictions. 







 SECTION 18. GENERAL 
  

	18.1	No Individual Rights 

 No individual or Participant shall
have any claim to be granted any Award under the Plan, and the Company has no obligation for uniformity of treatment of Participants under the Plan. 
 Furthermore, nothing in the Plan or any Award granted under the Plan shall be deemed to constitute an employment contract or confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other
relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate a Participant’s employment or other relationship at any time, with or without cause. 
  

	18.2	Issuance of Shares 

 Notwithstanding any other provision of
the Plan, the Company shall have no obligation to issue or deliver any shares of Common Stock under the Plan or make any other distribution of benefits under the Plan unless, in the opinion of the Company’s counsel, such issuance, delivery or
distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act or the laws of any state or foreign jurisdiction) and the applicable requirements of any securities exchange or similar entity.

 The Company shall be under no obligation to any Participant to register for offering or resale or to qualify for exemption under the Securities Act, or to
register or qualify under the laws of any state or foreign jurisdiction, any shares of Common Stock, security or interest in a security paid or issued under, or created by, the Plan, or to continue in effect any such registrations or qualifications
if made. 
 As a condition to the exercise of an Option or any other receipt of Common Stock pursuant to an Award under the Plan, the Company may require
(a) the Participant to represent and warrant at the time of any such exercise or receipt that such shares are being purchased or received only for the Participant’s own account and without any present intention to sell or distribute such
shares and (b) such other action or agreement by the Participant as may from time to time be necessary to comply with the federal, state and foreign securities laws. At the option of the Company, a stop-transfer order against any such shares
may be placed on the official stock books and records of the Company, and a legend indicating that such shares may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company)
stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates to ensure exemption from registration. The Committee may also require the Participant to execute and deliver to the Company a
purchase agreement or such other agreement as may be in use by the Company at such time that describes certain terms and conditions applicable to the shares. 







 To the extent the Plan or any instrument evidencing an Award provides for issuance of stock certificates to reflect the
issuance of shares of Common Stock, the issuance may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange. 
  

	18.3	Indemnification 

 Each person who is or shall have been a
member of the Board, or a committee appointed by the Board, shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by such person in connection with
or resulting from any claim, action, suit or proceeding to which such person may be a party or in which such person may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by such
person in settlement thereof, with the Company’s approval, or paid by such person in satisfaction of any judgment in any such claim, action, suit or proceeding against such person; provided, however, that such person shall give the Company an
opportunity, at its own expense, to handle and defend the same before such person undertakes to handle and defend it on such person’s own behalf, unless such loss, cost, liability or expense is a result of such person’s own willful
misconduct or except as expressly provided by statute. 
 The foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such person may be entitled under the Company’s articles of incorporation or bylaws, as a matter of law, or otherwise, or of any power that the Company may have to indemnify or hold harmless. 
  

	18.4	No Rights as a Shareholder 

 Unless otherwise provided by the
Committee or in the instrument evidencing the Award or in a written employment, services or other agreement, no Award, other than a Stock Award, shall entitle the Participant to any cash dividend, voting or other right of a shareholder unless and
until the date of issuance under the Plan of the shares that are the subject of such Award. 
  

	18.5	Compliance with Laws and Regulations 

 In interpreting and
applying the provisions of the Plan, any Option granted as an Incentive Stock Option pursuant to the Plan shall, to the extent permitted by law, be construed as an “incentive stock option” within the meaning of Section 422 of the
Code. 
 Any Award granted pursuant to the Plan is intended to comply with the requirements of Section 409A of the Code, including any applicable
regulations and guidance issued thereunder, and including transition guidance, to the extent Section 409A of the Code is applicable thereto, and the terms of the Plan and any Award granted under the Plan shall be interpreted, operated and
administered in a manner consistent with this intention to the extent 








 
the Committee deems necessary or advisable to comply with Section 409A of the Code and any official guidance issued thereunder. Any payment or
distribution that is to be made under the Plan (or pursuant to an Award under the Plan) to a Participant who is a “specified employee” of the Company within the meaning of that term under Section 409A of the Code and as determined by
the Committee, on account of a “separation from service” within the meaning of that term under Section 409A of the Code, may not be made before the date which is six months after the date of such “separation from service,”
unless the payment or distribution is exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise. Notwithstanding any other provision in the Plan, the Committee, to the extent it deems
necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify the Plan and any Award granted under the Plan so that the Award qualifies for exemption from or complies with
Section 409A of the Code; provided, however, that the Committee makes no representations that Awards granted under the Plan shall be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A
of the Code from applying to Awards granted under the Plan. 
  

	18.6	No Trust or Fund 

 The Plan is intended to constitute an
“unfunded” plan. Nothing contained herein shall require the Company to segregate any monies or other property, or shares of Common Stock, or to create any trusts, or to make any special deposits for any immediate or deferred amounts
payable to any Participant, and no Participant shall have any rights that are greater than those of a general unsecured creditor of the Company. 
  

	18.7	Successors 

 All obligations of the Company under the Plan
with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all the business and/or
assets of the Company. 
  

	18.8	Severability 

 If any provision of the Plan or any Award is
determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform
to applicable laws, or, if it cannot be so construed or deemed amended without, in the Committee’s determination, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or
Award, and the remainder of the Plan and any such Award shall remain in full force and effect. 








	18.9 	Choice of Law and Venue 

 The Plan, all Awards granted
thereunder and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Washington without giving effect to principles of
conflicts of law. Participants irrevocably consent to the nonexclusive jurisdiction and venue of the state and federal courts located in the State of Washington. 
  

	18.10 	Legal Requirements 

 The granting of Awards and the issuance
of shares of Common Stock under the Plan are subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required. 
 SECTION 19. EFFECTIVE DATE 
 The effective date (the
“Effective Date”) is the date on which the Plan is approved by the shareholders of the Company. If the shareholders of the Company do not approve the Plan within 12 months after the Board’s adoption of the Plan, any
Incentive Stock Options granted under the Plan will be treated as Nonqualified Stock Options. 







 APPENDIX A 
 DEFINITIONS 
 As used in the Plan, 
 “Acquired Entity” means any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines. 
 “Award” means any Option, Stock Appreciation Right, Stock Award, Restricted Stock, Stock Unit, Performance Share, Performance Unit,
cash-based award or other incentive payable in cash or in shares of Common Stock as may be designated by the Committee from time to time. 
 “Board” means the Board of Directors of the Company. 
 “Cause,” unless
otherwise defined in the instrument evidencing an Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company, means dishonesty, fraud, serious or willful misconduct, unauthorized use or
disclosure of confidential information or trade secrets, or conduct prohibited by law (except minor violations), in each case as determined by the Company’s chief human resources officer or other person performing that function or, in the case
of directors and executive officers, the Compensation Committee, whose determination shall be conclusive and binding. 
 “Change in
Control,” unless the Committee determines otherwise with respect to an Award at the time the Award is granted or unless otherwise defined for purposes of an Award in a written employment, services or other agreement between the
Participant and the Company or a Related Company, means the occurrence of any of the following events: 
 (a) an acquisition by any Entity of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 40% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the
combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”), provided, however, that the following acquisitions
shall not constitute a Change in Control: (i) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege where the security being so converted was not acquired directly from the
Company by the party exercising the conversion privilege, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Related Company, or
(iv) an acquisition by any Entity pursuant to a transaction that meets the conditions of clauses (i), (ii) and (iii) set forth in the definition of Company Transaction or (v) any acquisition approved by the Board; 







 (b) a change in the composition of the Board during any two-year period such that the individuals who, as of the
beginning of such two-year period, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that for purposes of this definition, any individual who becomes
a member of the Board subsequent to the beginning of the two-year period, whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board
and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; and provided further, however, that any such individual whose
initial assumption of office occurs as a result of or in connection with an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf
of an Entity other than the Board shall not be considered a member of the Incumbent Board; or 
  

	(c)	consummation of a Company Transaction. 

 “Code”
means the Internal Revenue Code of 1986, as amended from time to time. 
 “Committee” has the meaning set forth in Section 3.2.

 “Common Stock” means the common stock, par value $1.25 per share, of the Company. 
 “Company” means Fisher Communications, Inc., a Washington corporation. 
 “Company Transaction,” unless the Committee determines otherwise with respect to an Award at the time the Award is granted or unless otherwise defined for purposes of an
Award in a written employment, services or other agreement between the Participant and the Company or a Related Company, means consummation of: 
  

	(a)	a merger or consolidation of the Company with or into any other company; 

 (b) a statutory share exchange pursuant to which the Company’s outstanding shares are acquired or a sale in one transaction or a series of transactions undertaken with a common purpose of at least a majority of the Company’s
outstanding voting securities; or 
 (c) a sale, lease, exchange or other transfer in one transaction or a series of related transactions undertaken with a
common purpose of all or substantially all of the Company’s assets, excluding, however, in each case, a transaction pursuant to which 
 (i) the Entities who are the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Company Transaction will beneficially own, directly or indirectly, at least a
majority of the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, of the Successor Company in substantially the same proportions as
their ownership, immediately prior to such Company Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities; 







 (ii) no Entity (other than the Company, any employee benefit plan (or related trust) of the Company, a
Related Company or a Successor Company) will beneficially own, directly or indirectly, 40% or more of, respectively, the outstanding shares of common stock of the Successor Company or the combined voting power of the outstanding voting securities of
the Successor Company entitled to vote generally in the election of directors unless such ownership resulted solely from ownership of securities of the Company prior to the Company Transaction; and 
 (iii) individuals who were members of the Incumbent Board will immediately after the consummation of the Company Transaction constitute at least a
majority of the members of the board of directors of the Successor Company. 
 Where a series of transactions undertaken with a common purpose is deemed to
be a Company Transaction, the date of such Company Transaction shall be the date on which the last of such transactions is consummated. 
 “Compensation Committee” means the Compensation Committee of the Board. 
 “Covered
Employee” means a “covered employee” as that term is defined for purposes of Section 162(m)(3) of the Code or any successor provision. 
 “Disability” unless otherwise defined by the Committee for purposes of the Plan in the instrument evidencing the Award or in a written employment, services or other agreement between the Participant and the Company
or a Related Company, means a mental or physical impairment of the Participant that is expected to result in death or that has lasted or is expected to last for a continuous period of 12 months or more and that causes the Participant to be
unable to perform his or her material duties for the Company or a Related Company and to be engaged in any substantial gainful activity, in each case as determined by the Company’s chief human resources officer or other person performing that
function or, in the case of directors and executive officers, the Compensation Committee, whose determination shall be conclusive and binding. 
 “Effective Date” has the meaning set forth in Section 19. 
 “Eligible Person” means any person
eligible to receive an Award as set forth in Section 5. 
 “Entity” means any individual, entity or group (within the meaning of
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act). 
 “Exchange Act” means the Securities Exchange Act of 1934, as
amended from time to time. 







 “Fair Market Value” means the closing price for the Common Stock on any given date during regular
trading, or if not trading on that date, such price on the last preceding date on which the Common Stock was traded, unless determined otherwise by the Committee using such methods or procedures as it may establish. 
 “Good Reason,” unless the Committee determines otherwise with respect to an Award at the time the Award is granted or unless
otherwise defined for purposes of an Award in a written employment, services or other agreement between the Participant and the Company or a Related Company, means the occurrence of any of the following events or conditions after a Company
Transaction and without the consent of the Participant, the notification of the existence of such event or condition by the Participant to the Successor Company within 90 days of its initial existence, and the failure of the Successor Company to
cure such event or condition within 30 days after receipt of such written notice from the Participant: 
  

	(a)	a material diminution in the Participant’s base compensation; 

  

	(b)	a material diminution in the Participant’s authority, duties or responsibilities; or 

 (c) the Successor Company’s requiring the Participant to be based at any place outside a 50-mile radius of his or her place of employment prior to the Company Transaction, except for reasonably required travel on
the Successor Company’s business that is not materially greater than such travel requirements prior to the Company Transaction. 
 “Grant
Date” means the later of (a) the date on which the Committee completes the corporate action authorizing the grant of an Award or such later date specified by the Committee and (b) the date on which all conditions precedent to
an Award have been satisfied, provided that conditions to the exercisability or vesting of Awards shall not defer the Grant Date. 
 “Incentive
Stock Option” means an Option granted with the intention that it qualify as an “incentive stock option” as that term is defined for purposes of Section 422 of the Code or any successor provision. 
 “Nonqualified Stock Option” means an Option other than an Incentive Stock Option. 
 “Option” means a right to purchase Common Stock granted under Section 7. 
 “Option
Expiration Date” means the last day of the maximum term of the Option. 
 “Outstanding Company Common Stock” has the
meaning set forth in the definition of “Change in Control.” 
 “Outstanding Company Voting Securities” has the
meaning set forth in the definition of “Change in Control.” 







 “Parent Company” means a company or other entity which as a result of a Company Transaction owns
the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries. 
 “Participant” means any Eligible Person to whom an Award is granted. 
 “Performance Award” means an
Award of Performance Shares or Performance Units granted under Section 11. 
 “Performance Criteria” has the meaning set forth
in Section 16.1. 
 “Performance Share” means an Award of units denominated in shares of Common Stock granted under
Section 11.1. 
 “Performance Unit” means an Award of units denominated in cash granted under Section 11.2. 
 “Plan” means the Fisher Communications, Inc. 2008 Equity Incentive Plan. 
 “Related Company” means any entity that is directly or indirectly controlled by, in control of or under common control with the Company. 
 “Restricted Stock” means an Award of shares of Common Stock granted under Section 10, the rights of ownership of which are subject to
restrictions prescribed by the Committee. 
 “Retirement,” unless otherwise defined in the instrument evidencing
the Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company, means “Retirement” as defined for purposes of the Plan by the Committee or the Company’s chief human
resources officer or other person performing that function or, if not so defined, means Termination of Service on or after the date the Participant reaches “normal retirement age,” as that term is defined in Section 411(a)(8) of the
Code. 
 “Securities Act” means the Securities Act of 1933, as amended from time to time. 
 “Stock Appreciation Right” or “SAR” means a right granted under Section 9.1 to receive the excess of the Fair Market
Value of a specified number of shares of Common Stock over the grant price. 
 “Stock Award” means an Award of shares of Common Stock
granted under Section 10, the rights of ownership of which are not subject to restrictions prescribed by the Committee. 
 “Stock
Unit” means an Award denominated in units of Common Stock granted under Section 10. 







 “Substitute Awards” means Awards granted or shares of Common Stock issued by the Company in
substitution or exchange for awards previously granted by an Acquired Entity. 
 “Successor Company” means the surviving company, the
successor company or Parent Company, as applicable, in connection with a Company Transaction. 
 “Termination of Service” means a
termination of employment or service relationship with the Company or a Related Company for any reason, whether voluntary or involuntary, including by reason of death, Disability or Retirement. Any question as to whether and when there has been a
Termination of Service for the purposes of an Award and the cause of such Termination of Service shall be determined by the Company’s chief human resources officer or other person performing that function or, with respect to directors and
executive officers, by the Compensation Committee, whose determination shall be conclusive and binding. Transfer of a Participant’s employment or service relationship between the Company and any Related Company shall not be considered a
Termination of Service for purposes of an Award. Unless the Compensation Committee determines otherwise, a Termination of Service shall be deemed to occur if the Participant’s employment or service relationship is with an entity that has ceased
to be a Related Company. A Participant’s change in status from an employee of the Company or a Related Company to a consultant, advisor, independent contractor or non-employee director of the Company or a Related Company shall be considered a
Termination of Service for purposes of an Award, and a change in status from a non-employee director of the Company or a Related Company to an employee of the Company or a Related Company shall not be considered a Termination of Service for purposes
of an Award. 
 “Vesting Commencement Date” means the Grant Date or such other date selected by the Committee as the date from which
an Award begins to vest. 







 PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS 
 SUMMARY PAGE 
  

							
	 Date of Board
Action
	  	 Action
	  	 Section/Effect
of Amendment
	  	Date of Shareholder
Approval
				
	 March 12, 2008
	  	Initial Plan Adoption	  		  	April 30, 2008
				
	 April 30, 2008
	  	Amendment and Restatement	  	Revise §4.1 to reduce number of shares authorized for issuance from 1,060,000 shares to 300,000 shares	  	N/A
				
	 March 10, 2009
	  	Amendment and Restatement	  	Add §3.2 Delegation and revise various other sections to use correct term of “Compensation Committee” as a result of addition of §3.2	  	N/A