exv10w5






Exhibit 10.5




TERMS OF EQUITY GRANT PROGRAM FOR NONEMPLOYEE

DIRECTORS UNDER THE FISHER COMMUNICATIONS, INC.

AMENDED AND RESTATED 2008 EQUITY INCENTIVE PLAN




     The following provisions set forth the terms of the equity grant program (the “Program”) for
nonemployee directors of Fisher Communications, Inc. (the “Company”) under the Fisher
Communications, Inc. Amended and Restated 2008 Equity Incentive Plan (the “Plan”). The following
terms are intended to supplement, not alter or change, the provisions of the Plan, and in the event
of any inconsistency between the terms contained herein and in the Plan, the Plan shall govern.
All capitalized terms that are not defined herein shall be as defined in the Plan.



1. Eligibility




     Each elected or appointed director of the Company who is not otherwise an employee of the Company
or a related corporation (an “Eligible Director”) shall be eligible to receive Awards under the
Plan, as described below.



2. Stock Awards




     (a) Retainer Stock Awards



     Commencing with the last calendar day of the calendar quarter ended September 30, 2008, and on the
last calendar day of each calendar quarter thereafter, each Eligible Director shall automatically
be granted a fully vested stock award (each, a “Retainer Stock Award”) for that number of shares of
Common Stock determined by dividing (x) one-quarter of 25% of such Eligible Director’s annual Board
retainer then in effect by (y) the Fair Market Value of the Common Stock on the last trading day of
such calendar quarter, with any fractional share rounded to the nearest whole share (0.5 to be
rounded up).



     (b) Elective Stock Awards



     (i) In addition to the Retainer Stock Awards, each Eligible Director may make an annual election
(the “Election”) to receive all or any portion of his or her remaining annual Board retainer, chair
retainer fees and Board/committee meeting fees (the “Elective Fees”) in the form of a fully vested
stock award (each, an “Elective Stock Award”). The Election must be made in writing and received
by the Company on or
prior to December 31 of each calendar year preceding the calendar year in which the applicable
Elective Fees are to be earned, such Election to be effective beginning with the first calendar
quarter of the calendar year after the Election is received by the Company; provided, however, that
any newly elected or appointed Eligible Director may make an initial Election during the 30-day
period



 









 







immediately following the commencement of his or her service on the Board, such Election to
be effective beginning with the calendar quarter in which the Election is received by the Company.
An Election will be irrevocable for the calendar year with respect to which it is made and shall
remain in effect for the entire calendar year, unless such Eligible Director ceases to be an
Eligible Director.



     (ii) If an Election is timely made, the Eligible Director making such Election will automatically
receive an Elective Stock Award on the last calendar day of each calendar quarter to which such
Election applies. The number of shares of Common Stock subject to each Elective Stock Award shall
be determined by dividing (x) the amount of the Elective Fees for the calendar quarter to which the
Election applies by (y) the Fair Market Value of the Common Stock on the last trading day of such
calendar quarter, with any fractional share rounded to the nearest whole share (0.5 to be rounded
up).



3. Amendment




     The Board may amend the Program in such respects as it deems advisable. Any such amendment shall
not, without the consent of the Eligible Director, impair or diminish any rights of an Eligible
Director or any rights of the Company under an outstanding Award.



     Provisions of the Plan (including any amendments) not discussed above, to the extent applicable to
Eligible Directors, shall continue to govern the terms and conditions of Awards granted to Eligible
Directors.




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