Fisher Communications, Inc. 2010 Management Short - Term Incentive Plan



 Exhibit 10.1 

Fisher Communications, Inc. Management Short Term Incentive Plan -2010 

 
  

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 2009-January 2010	  	December 2009-January 2010	  	October 2009-December 2009	  	
					
	Goal approval for upcoming year	  		  		  		  	March 2010
					
	Evaluation of performance results at the end of the Plan period	  	January 2011-February 2011	  		  	January 2011-February 2011	  	
					
	Calculation of payouts	  	March 2011	  		  	March 2011	  	
					
	Approval of payouts and performance results for previous year	  		  		  		  	March 2011
					
	Communication of payouts	  	March 2011	  		  		  	
					
	Payouts to participants	  		  	By March 15, 2011	  		  	











 Fisher Communications, Inc. Management Short Term Incentive Plan -2010 

 
  

 

 Plan Period 

The plan period is defined as January 1, 2010 through December 31, 2010. 

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 


  

	 	•	 	 Senior Vice President, General Counsel and Corporate Secretary 



 

	 	•	 	 Vice President, Principal Accounting Officer 


  

	 	•	 	 Vice President, Human Resources and Administration 


  

	 	•	 	 Vice President, Business 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. 

Award payments for Adjusted EBITDA component will be based on the Payout as a Percent of Target which corresponds to the EBITDA achievement as a percent
of target. The EBITDA payout will be calculated as follows: Payout as a percent of target x participant’s target bonus percent x 80%. 

The individual objectives component is based on a pool that also varies by the EBITDA achievement. The minimum funding level for the pool is .8 x sum of
participants’ target bonus x 20%. The pool funding increases with levels of EBITDA achievement such that the pool is funded at 90% of the target opportunity at 90% EBITDA achievement and 100% at 100% EBITDA achievement. Above 100% EBITDA
achievement the pool increases 5% for every 1% increase in EBITDA achievement. For example, if EBITDA achievement is 110% of target, the individual objectives pool is 150%. If EBITDA achievement is 120% of target or higher, the individual pool is
200% of the target pool. Individual awards will vary based on individual performance. The sum of all individual awards will not exceed the total pool. 










 Fisher Communications, Inc. Management Short Term Incentive Plan -2010 

 
  

 

 Please refer to the Corporate Matrix for illustration of award potential for the Adjusted EBITDA
component of the incentive. Please refer to the Individual Matrix for illustration of award potential for the individual objectives 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.











 Fisher Communications, Inc. Management Short Term Incentive Plan -2010 

 
  

 

 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. 










 Fisher Communications, Inc. Management Short Term Incentive Plan -2010 

 
  

 

 Corporate Matrix 

 

			
	 Corporate Performance

(EBITDA) as a % of

Target
	  	 Payout As a % of

Target

	 80%
	  	0%
	 81%
	  	1%
	 82%
	  	8%
	 83%
	  	10%
	 84%
	  	13%
	 85%
	  	15%
	 86%
	  	18%
	 87%
	  	23%
	 88%
	  	28%
	 89%
	  	33%
	 90%
	  	38%
	 91%
	  	43%
	 92%
	  	48%
	 93%
	  	53%
	 94%
	  	60%
	 95%
	  	68%
	 96%
	  	75%
	 97%
	  	83%
	 98%
	  	90%
	 99%
	  	98%
	 100%
	  	100%
	 101%
	  	105%
	 102%
	  	110%
	 103%
	  	115%
	 104%
	  	120%
	 105%
	  	125%
	 106%
	  	130%
	 107%
	  	135%
	 108%
	  	140%
	 109%
	  	145%
	 110%
	  	150%
	 111%
	  	155%
	 112%
	  	160%
	 113%
	  	165%
	 114%
	  	170%
	 115%
	  	175%
	 116%
	  	180%
	 117%
	  	185%
	 118%
	  	190%
	 119%
	  	195%
	 120%
	  	200%











 Fisher Communications, Inc. Management Short Term Incentive Plan -2010 

 
  

 

 Individual Matrix 

 

			
	 Corporate Performance

(EBITDA) as a % of

Target
	  	 Pool Funding

as a % of Target
Pool

	 < 80.00%
	  	80%
	 80.00%
	  	80%
	 85.00%
	  	85%
	 90.00%
	  	90%
	 95.00%
	  	95%
	 100.00%
	  	100%
	 105.00%
	  	125%
	 110.00%
	  	150%
	 115.00%
	  	175%
	 120.00%
	  	200%
	Pool amount interpolated between levels show