EX-10.21



 Exhibit 10.21 
 FISHER COMMUNICATIONS, INC. 
 RESTRICTED STOCK UNIT AWARD NOTICE

 AMENDED AND RESTATED 2008 EQUITY INCENTIVE PLAN 

Fisher Communications, Inc. (the “Company”) hereby grants to Participant a Restricted Stock Unit Award (the “Award”).
The Award is subject to all the terms and conditions set forth in this Restricted Stock Unit Award Notice (the “Award Notice”) and in the Restricted Stock Unit Award Agreement and the Fisher Communications, Inc. Amended and Restated 2008
Equity Incentive Plan (the “Plan”), which are incorporated into the Award Notice in their entirety. 
  

			
	 Participant:
	  	 
		
	 Grant Date:
	  	                     , 
20    
		
	 Vesting Commencement Date:
	  	                     , 
20    
		
	 Number of Restricted Stock Units:
	  	 
		
	 Vesting Schedule:
	  	

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

									
	FISHER COMMUNICATIONS, INC.	 		 	PARTICIPANT
					
		 		 		 	 	 	 
		 		 		 	 [Name]
	 	
	By:	 	 	 		 	Taxpayer ID:	 	 
					
	Its:	 	 	 		 	Address: 	 	 
					
		 		 		 		 	 

 Attachments: 

1. Restricted Stock Unit Award Agreement 

2. Plan Summary 







 FISHER COMMUNICATIONS, INC. 

AMENDED AND RESTATED 2008 EQUITY INCENTIVE PLAN 
 RESTRICTED STOCK UNIT AWARD AGREEMENT 
 Pursuant to your Restricted Stock
Unit Award Notice (the “Award Notice”) and this Restricted Stock Unit Award Agreement (this “Agreement”), Fisher Communications, Inc. (the “Company”) has granted you a Restricted Stock Unit Award (the
“Award”) under its Amended and Restated 2008 Equity Incentive Plan (the “Plan”) for the number of Restricted Stock Units indicated in your Award Notice. Capitalized terms not explicitly defined in this Agreement but defined in
the Plan shall have the same definitions as in the Plan. 
 The details of the Award are as follows: 

 

	1.	Vesting 

 The Award will
vest according to the vesting schedule set forth in the Award Notice (the “Vesting Schedule”). One share of the Company’s Common Stock will be issuable for each Restricted Stock Unit that vests. Restricted Stock Units that have vested
and are no longer subject to forfeiture according to the Vesting Schedule are referred to herein as “Vested Units.” Restricted Stock Units that have not vested and remain subject to forfeiture under the Vesting Schedule are referred to
herein as “Unvested Units.” The Unvested Units will vest (and to the extent so vested cease to be Unvested Units remaining subject to forfeiture) in accordance with the Vesting Schedule (the Unvested and Vested Units are collectively
referred to herein as the “Units”). As soon as practicable, but in any event within 60 days, after Unvested Units become Vested Units, the Company will settle the Vested Units by issuing to you one share of the Company’s Common Stock
for each Vested Unit. The Award will terminate and the Unvested Units will be subject to forfeiture upon your Termination of Service as set forth in Section 2. 
  

	2.	Termination of Service; Change in Control 

  

	 	2.1	Termination of Service 


Except as provided in Section 2.2 below, upon your Termination of Service for any reason, any portion of the Award that has not
vested as provided in Section 1 will immediately terminate and all Unvested Units shall immediately be forfeited without payment of any further consideration to you. 

 

	 	2.2	Change in Control 

 In the
event of a Change in Control, the Award shall be subject to the terms of the Plan. 
  

	3.	Securities Law Compliance 


3.1 You represent and warrant that you (a) have been furnished with a copy of the prospectus for the Plan and all information
which you deem necessary to evaluate the merits and risks of receipt of the Award, (b) have had the opportunity to ask questions and receive answers concerning the information received about the Award and the Company, and (c) have been
given the opportunity to obtain any additional information you deem necessary to verify the accuracy of any information obtained concerning the Award and the Company. 







 3.2 You hereby agree that you will in no event sell or distribute all or any part of
the shares of the Company’s Common Stock that you receive pursuant to settlement of this Award (the “Shares”) unless (a) there is an effective registration statement under the Securities Act and applicable state securities laws
covering any such transaction involving the Shares or (b) the Company receives an opinion of your legal counsel (concurred in by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise
satisfies itself that such transaction is exempt from registration. You understand that the Company has no obligation to you to maintain any registration of the Shares with the Securities and Exchange Commission and has not represented to you that
it will so maintain registration of the Shares. 
 3.3 You confirm that you have been advised, prior to your receipt of
the Shares, that neither the offering of the Shares nor any offering materials have been reviewed by any administrator under the Securities Act or any other applicable securities act (the “Acts”) and that the Shares cannot be resold unless
they are registered under the Acts or unless an exemption from such registration is available. 
 3.4 You hereby agree to
indemnify the Company and hold it harmless from and against any loss, claim or liability, including attorneys’ fees or legal expenses, incurred by the Company as a result of any breach by you of, or any inaccuracy in, any representation,
warranty or statement made by you in this Agreement or the breach by you of any terms or conditions of this Agreement. 
  

	4.	Transfer Restrictions 


Units shall not be sold, transferred, assigned, encumbered, pledged or otherwise disposed of, whether voluntarily or by operation of law.

  

	5.	No Rights as Shareholder 


You shall not have voting or other rights as a shareholder of the Company with respect to the Units. 

 

	6.	Dividend Equivalent Rights 


In the event that the Company pays an ordinary cash dividend on its Common Stock and the dividend record date occurs before all of the
Restricted Stock Units subject to the Award have either been settled or terminated, the Company will credit the Award with a dollar amount equal to (a) the per share cash dividend paid by the Company on its Common Stock on the dividend payment
date, multiplied by (b) the total number of outstanding and unsettled Restricted Stock Units subject to the Award (including Unvested 

  
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Units) as of the dividend record date (a “Dividend Equivalent Right”). Any Dividend Equivalent Rights credited shall be subject to the same vesting, payment and other terms, conditions
and restrictions as the Restricted Stock Units to which they relate; provided, however, that the amount of any Dividend Equivalent Rights shall be paid in cash or in shares of the Company’s Common Stock (in either case, without interest), as
determined by the Committee in its sole discretion on or before the date such Dividend Equivalent Rights are paid. Any Dividend Equivalent Rights paid in the form of shares of the Company’s Common Stock will be calculated by dividing
(a) the amount of the Dividend Equivalent Rights by (b) the Fair Market Value of the Company’s Common Stock on the dividend payment date (rounded down to the nearest whole number of shares). 

 

	7.	Independent Tax Advice 


You acknowledge that determining the actual tax consequences to you of receiving or disposing of the Units and Shares may be complicated.
These tax consequences will depend, in part, on your specific situation and may also depend on the resolution of currently uncertain tax law and other variables not within the control of the Company. You are aware that you should consult a competent
and independent tax advisor for a full understanding of the specific tax consequences to you of receiving the Units and receiving or disposing of the Shares. Prior to executing the Award Notice, you either have consulted with a competent tax advisor
independent of the Company to obtain tax advice concerning the receipt of the Units and the receipt or disposition of the Shares in light of your specific situation or you have had the opportunity to consult with such a tax advisor but chose not to
do so. 
  

	8.	Book Entry Registration of the Shares 

 The Company will issue the Shares by registering the Shares in book entry form with the Company’s transfer agent in your name and the applicable restrictions will be noted in the records of the
Company’s transfer agent and in the book entry system. 
  

	9.	Withholding 

 9.1
You are ultimately responsible for all taxes owned in connection with this Award (e.g., at vesting and/or upon receipt of the Shares), including any domestic or foreign tax withholding obligation required by law, whether national, federal, state
or local, including FICA or any other social tax obligation (the “Tax Withholding Obligation”), regardless of any action the Company or any related corporation takes with respect to any such Tax Withholding Obligation that arises in
connection with this Award. The Company may refuse to issue any Shares to you until you satisfy the Tax Withholding Obligation. 

9.2 You may satisfy your Tax Withholding Obligation by (a) tendering a cash payment to the Company in an amount equal to the
Tax Withholding Obligation or (b) authorizing and directing the Company to withhold that number of shares of Common Stock otherwise issuable under the Award having a fair market value equal to the Tax Withholding Obligation (not to exceed the
Company’s minimum required tax withholding rate). 
 9.3 Notwithstanding the foregoing, by accepting this Agreement
and in order to satisfy your obligations set forth in Section 9.1, you understand and agree that you may be required to enter into a trading plan (which complies with the requirements of 


  
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Rule 10b5-1(c)(1)(i)(B) under the Exchange Act) with a brokerage firm acceptable to the Company for such purpose (the “Agent”), and to authorize the Agent, to: 

 

	 	(a)	sell on the open market at the then prevailing market price(s), on your behalf, on or as soon as practicable after the settlement date for any Vested Unit, the minimum
number of Shares (rounded up to the next whole number) sufficient to generate proceeds to cover the withholding taxes that you are required to pay pursuant to Section 9.1 upon the settlement of a Vested Unit and all applicable fees and
commissions due to, or required to be collected by, the Agent; and 

  

	 	(b)	remit any remaining funds to you. 

 9.4 Notwithstanding the foregoing, to the maximum extent permitted by law, the Company has the right to retain without notice from Shares issuable under the Award or from salary or other amounts
payable to you, Shares or cash having a value sufficient to satisfy the Tax Withholding Obligation. 
  

	10.	General Provisions 


10.1 Assignment. The Company may assign its rights under this Agreement at any time, whether or not such rights are then
exercisable, to any person or entity selected by the Company’s Board of Directors. 
 10.2 No Waiver. No waiver of
any provision of this Agreement will be valid unless in writing and signed by the person against whom such waiver is sought to be enforced, nor will failure to enforce any right hereunder constitute a continuing waiver of the same or a waiver of any
other right hereunder. 
 10.3 Undertaking. You hereby agree to take whatever additional action and execute whatever
additional documents the Company may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either you or the Units pursuant to the express provisions of this Agreement. 

10.4 Agreement Is Entire Contract. This Agreement, the Award Notice and the Plan constitute the entire contract between the
parties hereto with regard to the subject matter hereof. This Agreement is made pursuant to the provisions of the Plan and will in all respects be construed in conformity with the express terms and provisions of the Plan. 

10.5 Successors and Assigns. The provisions of this Agreement will inure to the benefit of, and be binding on, the Company and its
successors and assigns and you and your legal representatives, heirs, legatees, distributees, assigns and transferees by operation of law, whether or not any such person will have become a party to this Agreement and agreed in writing to join herein
and be bound by the terms and conditions hereof. 

  
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 10.6 No Employment or Service Contract. Nothing in this Agreement will affect in any
manner whatsoever the right or power of the Company, or a related corporation, to terminate your employment or services on behalf of the Company, for any reason, with or without Cause. 

10.7 Section 409A Compliance. Payments made pursuant to this Agreement and the Plan are intended to qualify for an exception
from or comply with Section 409A of the Code. Notwithstanding any other provision in the Plan or this Agreement to the contrary, the Plan Administrator reserves the right, but shall not be required to, unilaterally amend or modify the terms of
this Agreement and/or the Plan as it determines necessary or appropriate, in its sole discretion, to avoid the imposition of interest or penalties under Section 409A of the Code; provided, however, that the Company makes no representation that
that the Award 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 the Award. 
 10.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but which, upon execution, will constitute one and the same instrument.

 10.9 Governing Law. This Agreement will be construed and administered in accordance with and governed by the
laws of the State of Washington without giving effect to principles of conflicts of law. 

  
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