exv10w3









Exhibit 10.3




FISHER COMMUNICATIONS, INC.

STOCK OPTION GRANT NOTICE

2008 EQUITY INCENTIVE PLAN




     Fisher Communications, Inc. (the “Company”) hereby grants to Participant an Option (the “Option”)
to purchase shares of the Company’s Common Stock. The Option is subject to all the terms and
conditions set forth in this Stock Option Grant Notice (this “Grant Notice”) and in the Stock
Option Agreement and the Company’s 2008 Equity Incentive Plan (the “Plan”), which are incorporated
into this Grant Notice in their entirety.



	 	 	 	 	 
	Participant:
	 	 	 	 
	 

	 	 	 	 
	Grant Date:
	 	 	 	 
	 

	 	 	 	 
	Vesting Commencement Date:
	 	 	 	 
	 

	 	 	 	 
	Number of Shares Subject to Option:
	 	 	 	 
	 

	 	 	 	 
	Exercise Price (per Share):
	 	 	 	 
	 

	 	 	 	 
	Option Expiration Date:
	 	 	 	 
	
	 	 

	 	(subject to earlier termination in 
	 
	 	accordance with the terms of the Plan
and the Stock Option Agreement)	 	 
	 
	 	 	 	 
	Type of Option:

	 	Nonqualified Stock Option	 	 
	Vesting and Exercisability Schedule:
	 	 	 	 





Additional Terms/Acknowledgement: The undersigned Participant acknowledges receipt of, and
understands and agrees to, this Grant Notice, the Stock Option Agreement and the Plan. Participant
further acknowledges that as of the Grant Date, this Grant Notice, the Stock Option Agreement and
the Plan set forth the entire understanding between Participant and the Company regarding the
Option and supersede all prior oral and written agreements on the subject.




	 	 	 	 	 	 	 	 	 	 	 
	FISHER COMMUNICATIONS, INC.	 	 	 	PARTICIPANT	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	By:	 	 	 	 	 	Signature
	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Its:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Attachments:	 	 	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	1.   Stock Option Agreement	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	2.   Plan Summary	 	 	 	Taxpayer ID:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





 









 






FISHER COMMUNICATIONS, INC.

2008 EQUITY INCENTIVE PLAN




STOCK OPTION AGREEMENT




     Pursuant to your Stock Option Grant Notice (the “Grant Notice”) and this Stock Option Agreement,
Fisher Communications, Inc. has granted you an Option under its 2008 Equity Incentive Plan
(the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant
Notice (the “Shares”) at the exercise price indicated in your Grant Notice. Capitalized terms not
explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same
definitions as in the Plan.



     The details of the Option are as follows:



     1. Vesting and Exercisability. Subject to the limitations contained herein, the Option will vest
and become exercisable as provided in your Grant Notice, provided that vesting will cease upon the
termination of your employment or service relationship with the Company or a Related Company and
the unvested portion of the Option will terminate.



     2. Securities Law Compliance. Notwithstanding any other provision of this Agreement, you may not
exercise the Option unless the Shares issuable upon exercise are registered under the Securities
Act or, if such Shares are not then so registered, the Company has determined that such exercise
and issuance would be exempt from the registration requirements of the Securities Act. The
exercise of the Option must also comply with other applicable laws and regulations governing the
Option, and you may not exercise the Option if the Company determines that such exercise would not
be in material compliance with such laws and regulations.



     3. Method of Exercise. You may exercise the Option by giving written notice to the Company, in
form and substance satisfactory to the Company, which will state your election to exercise the
Option and the number of Shares for which you are exercising the Option. The written notice must
be accompanied by full payment of the exercise price for the number of Shares you are purchasing.
You may make this payment in any combination of the following: (a) by cash; (b) by check
acceptable to the Company; (c) by having the Company withhold shares of Common Stock that would
otherwise be issued on exercise of the Option, (d) by tendering shares of Common Stock you already
own; (e) if the Common Stock is registered under the Exchange Act and to the extent permitted by
law, by instructing a broker to deliver to the Company the total payment required; or (e) by any
other method permitted by the Committee.



     4. Treatment Upon Termination of Employment or Service Relationship. Except as otherwise provided
below, the unvested portion of the Option will terminate automatically and without further notice
immediately upon termination of your employment or service relationship with the Company or a
Related Company for any reason (“Termination of Service”):



 









 





          (a) General Rule. You must exercise the vested portion of the Option on or before the earlier
of (i) three months after your Termination of Service and (ii) the Option Expiration Date;




          (b) Retirement or Disability. If your employment or service relationship terminates due to
Retirement or Disability, you must exercise the vested portion of the Option on or before the
earlier of (i) three years after your Termination of Service and (ii) the Option Expiration Date;




          (c) Death. If your employment or service relationship terminates due to your death, the
vested portion of the Option must be exercised on or before the earlier of (i) three years after
your Termination of Service and (ii) the Option Expiration Date. If you die after your Termination
of Service but while the Option is still exercisable, the vested portion of the Option
may be exercised until the earlier of (x) three years after the date of death and (y) the
Option Expiration Date; and




          (d) Cause. The vested portion of the Option will automatically expire at the time the Company
first notifies you of your Termination of Service for Cause, unless the Committee determines
otherwise. If your employment or service relationship is suspended pending an investigation of
whether you will be terminated for Cause, all your rights under the Option likewise will be
suspended during the period of investigation. If any facts that would constitute termination for
Cause are discovered after your Termination of Service, any Option you then hold may be immediately
terminated by the Committee.




It is your responsibility to be aware of the date the Option terminates.




     5. Limited Transferability. During your lifetime only you can exercise the Option. The Option is
not transferable except by will or by the applicable laws of descent and distribution. The Plan
provides for exercise of the Option by a beneficiary designated on a Company-approved form or the
personal representative of your estate. Notwithstanding the foregoing, the Committee, in its sole
discretion, may permit you to assign or transfer the Option, subject to such terms and conditions
as specified by the Committee.



     6. Withholding Taxes. As a condition to the exercise of any portion of an Option, you must make
such arrangements as the Company may require for the satisfaction of any federal, state, local or
foreign withholding tax obligations that may arise in connection with such exercise. You must
satisfy such withholding obligation by tendering a cash payment. Notwithstanding the previous
sentence, you acknowledge and agree that the Company and any Related Company have the right to
deduct from payments of any kind otherwise due to you any federal, state or local taxes of any kind
required by law to be withheld with respect the Option.



     7. Option Not an Employment or Service Contract. Nothing in the Plan or any Award granted under
the Plan will be deemed to constitute an employment contract or confer or be deemed to confer any
right for you to continue in the employ of, or to continue



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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 your employment or other relationship at any time, with or without Cause.



     8. No Right to Damages. You will have no right to bring a claim or to receive damages if you are
required to exercise the vested portion of the Option in connection with a Termination of Service,
as provided in Section 4, or if any portion of the Option is cancelled or expires unexercised. The
loss of existing or potential profit in Awards will not constitute an element of damages in the
event of your Termination of Service for any reason even if the termination is in violation of an
obligation of the Company or a Related Company to you.



     9. Binding Effect. This Agreement will inure to the benefit of the successors and assigns of the
Company and be binding upon you and your heirs, executors, administrators, successors and assigns.



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