Fisher Communications, Inc. 2009 Management Short-Term Incentive Plan



 Exhibit 10.4 
 Purpose 
 The purpose of the Management Short Term Incentive Plan (the Plan) is to reward performance by focusing Fisher Communications key
management employees on setting high standards and achieving performance goals. 
 Administration of the Plan 
 The Compensation Committee of the Board of Directors of Fisher Communications (the Committee) will approve final disposition of all matters pertaining to the
administration of the Plan. The Committee’s decisions affecting the construction of the Plan will be final and binding on all parties. 
 The President
and Chief Executive Officer (CEO) of Fisher Communications, on behalf of the Committee, has the responsibility to administer the Plan. The CEO will review goals for all plan participants. The Committee will review and approve Company financial
goals, individual goals and final performance results and payouts. 
 Responsibilities for actions taken under the Plan and associated time frames are:

  

									
	 Responsibilities
	  	 CEO
	  	 Participant
	  	 Finance and
Administration
	  	 Committee

	Goal setting for upcoming year (Company financial and individual)	  	December 2008-January 2009	  	December 2008-January 2009	  	October 2008-December 2008	  	
					
	Goal approval for upcoming year	  		  		  		  	March 2009
					
	Evaluation of performance results at the end of the Plan period	  	January 2010-February 2010	  		  	January 2010-February 2010	  	
					
	Calculation of payouts	  	March 2010	  		  	March 2010	  	
					
	Approval of payouts and performance results for previous year	  		  		  		  	March 2010 meeting
					
	Communication of payouts	  	March 2010	  		  		  	
					
	Payouts to participants	  		  	By March 15, 2010	  		  	








 Plan Period 
 The plan
period is defined as January 1, 2009 through December 31, 2009. 
 Plan Participants 
 Participants in the Plan will be corporate officers and other key management employees approved by the Committee that are responsible for directing and performing
functions that have significant impact on Fisher Communications’ performance. At the current time they are: 
  

	 	•	 	 President and Chief Executive Officer 


  

	 	•	 	 Senior Vice President, Chief Financial Officer 


  

	 	•	 	 Senior Vice President, Operations 


  

	 	•	 	 Vice President, Principal Accounting Officer 


  

	 	•	 	 Vice President, Senior Attorney and Corporate Secretary 


  

	 	•	 	 Vice President, Human Resources and Administration 


  

	 	•	 	 Vice President, Market Development 


 Newly hired
employees who are added as participants to the Plan during the year may receive prorated incentive awards as recommended by the CEO and approved by the Committee. 
 Plan Performance Measures and Weights 
 Performance measures are established before the end of the first quarter of the Plan period.

 Performance measures for all of the above employees will consist of 80% of the incentive based on Company Financial Performance or Fisher’s Adjusted
EBITDA (which may be adjusted for certain circumstances by the Compensation Committee) and 20% of the incentive based on the achievement of individual objectives. Please refer to Matrix A for illustration of award potential for the Adjusted EBITDA
component of the incentive. 







 Award Schedule 
 At
the beginning of the Plan year, a performance/payout schedule will be developed that specifies threshold, target, and maximum Company financial performance levels and the corresponding percentage of the target award that would be earned for each
performance level. Additionally, individual objectives are developed and approved by the CEO. 
 Target Incentive Awards 
 Target incentive awards are expressed as a percentage of base salary and vary by position level and accountabilities. 
 Payment of Awards 
 A participant’s payout is calculated as
follows: 
  

	 	•	 	 Confirm target opportunity as % of base salary 


  

	 	•	 	 Assess level of Company financial performance versus target performance 


  

	 	•	 	 Assess level of individual objective performance versus target performance 


  

	 	•	 	 Determine payout as a percent of target for Company financial and individual performance results 


 Termination 
 Retirement or Disability — In the event of
termination of employment through retirement or as a result of total disability as defined in Fisher Broadcasting benefit plans, the award will be prorated for the number of months of the year completed prior to termination. Retirement is defined as
termination of employment on or after age 65. The award is contingent upon actual performance against goals during the months served. The award will be paid out at the normal payout date or earlier, at the discretion of the Committee. 
 Death — If the participant dies, any unpaid awards will be paid to his or her estate in one lump sum. The amount of the award will be prorated for the number
of months of the year completed prior to the participant’s death. The award is contingent upon actual performance against goals during the months served. The award will be paid out at the normal payout date or earlier, at the discretion of the
Committee. 
 Termination for Reasons Other Than Retirement, Disability or Death — In the event of termination of employment for any other
reason, the participant will not be entitled to any incentive compensation for the Plan period subsequent to termination, unless otherwise approved by the Committee. 
 Amendment or Termination of the Plan — The Committee may terminate, amend or modify this Plan at any time. 







 Other Considerations 
 Right of Assignment — No right or interest in the Plan is assignable or transferable, or subject to any lien, directly, by operation of law, or otherwise, including levy, garnishment, attachment, pledge, or bankruptcy.

 Right of Employment — Participation under this Plan does not guarantee any right to continued employment; management reserves the right to
dismiss participants. Participation in any one Plan period does not guarantee the participant the right to participation in any subsequent Plan period. 
 Withholding for Taxes — Fisher Broadcasting has the right to deduct from all awards under this Plan any taxes required by law to be withheld with respect to such payments. 
 Matrix A 
  

				
	Corporate Performance
(EBITDA)
As % of Target	 	Payout as %
Target	 
	110%	 	200	%
	109%	 	180	%
	108%	 	160	%
	107%	 	150	%
	106%	 	140	%
	105%	 	130	%
	104%	 	120	%
	103%	 	115	%
	102%	 	110	%
	101%	 	105	%
	100%	 	100	%
	   99%	 	93	%
	   98%	 	75	%
	   97%	 	67	%
	   96%	 	57	%
	< 96%	 	0	%