Amended and Restated Change in Control Severance Agreement



 Exhibit 10.22 
 AMENDED AND RESTATED 
 CHANGE IN CONTROL SEVERANCE AGREEMENT 
 This Amended and Restated Change In Control Severance Agreement (this “Agreement”) is entered into by and between Fisher
Communications, Inc., a Washington corporation (the “Company”), and Colleen Brown (“Executive”), effective as of the close of business on December 31, 2008. 
 The Company and Executive agree as follows: 
  

	1.	Commitment of Executive 

 In the event that any
person extends any proposal or offer that is intended to or may result in a Change in Control (defined below), Executive shall, at the Company’s request, assist the Company in evaluating such proposal or offer. Further, subject to the
additional terms and conditions of this Agreement, in order to receive the Change in Control Payment (defined below), Executive cannot resign from the Company during any period from the receipt of a specific Change in Control proposal up to the
consummation or abandonment of the transaction contemplated by such proposal. 
  

	2.	Change In Control 

 “Change in
Control” means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code;
provided however, that an internal reorganization of the Company shall not constitute a Change in Control. 
  

	3.	Payment Obligations 

  

	 	3.1	Closing of Change In Control 

 If (i) Executive
remains employed with the Company through the closing of a Change in Control, (ii) Executive complies with his or her obligations under Section 1 of this Agreement, and (iii) Executive is not offered a Comparable Position with the
Company upon such Change in Control, then Executive shall receive a single cash payment in an amount equal to two (2) times Executive’s annual base salary for the calendar year immediately preceding such Change in Control. Upon payment of
such amount to Executive, this Agreement shall terminate. For purposes of this Agreement, “Comparable Position” means a position with respect to which the authority, responsibilities, compensation and benefits are
substantially comparable in the aggregate with the authority, responsibilities, compensation and benefits associated with Executive’s position immediately preceding the closing of a Change in Control. 
  

	 	3.2	Termination Prior to Change In Control 

 If
(i) the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason before a Change in Control, and (ii) within six (6) months thereafter, the Company enters into an agreement for a Change in
Control or the Company announces or is 









 Exhibit 10.22 
  


 
required by law to announce a prospective Change in Control of the Company, then upon the closing of such Change in Control, Executive shall receive a single
cash payment in an amount equal to two (2) times Executive’s annual base salary for the calendar year immediately preceding such termination or resignation, as the case may be. Upon payment of such amount to Executive, this Agreement shall
terminate. 
  

	 	3.3	Change in Control Payment Defined 

 Any payment
under Section 3.1 or Section 3.2 of this Agreement is referred to in this Agreement as a “Change in Control Payment”. 
  

	 	3.4	Parachute Payment Limitation 

 Notwithstanding
anything in this Agreement to the contrary, if the total of the Change in Control Payment, together with any other payments or benefits received from the Company, will be an amount that would cause them to be a “parachute payment” within
the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Parachute Payment Amount”), then the Change in Control Payment shall be reduced so that the total amount thereof is $1 less than
the Parachute Payment Amount. 
  

	 	3.5	Release Required 

 Notwithstanding any other provision of this Agreement, payment of the Change in Control Payment or any other amounts due under this Agreement is conditioned upon execution by Executive, within sixty (60) days (or
such shorter period as is specified in the release) after the occurrence of the Change in Control, of an effective release of any and all claims, known or unknown, arising out of or relating to Executive’s employment with the Company, with the
exception of claims arising under this Agreement and claims that are not legally subject to waiver. Executive’s release shall be binding upon any person or entity that Executive can legally bind, and the released parties will include not only
the Company but also any other person or entity against whom the released claims could be asserted. If Executive executes the release required by this Section 3.5 within the time period specified above, payment of the Change in Control Payment
will be made within thirty (30) days following the effective date of such release; provided, however, that in any event, such payment shall be made no later than two and one-half (2 1/2) months after the end of the calendar year in which the Change in Control occurs. If Executive fails to execute the release required by this Section 3.5 within
the time period specified above, then Executive shall forfeit any Change in Control Payment to which she would otherwise be entitled under this Agreement. 
  

	4.	Termination of Agreement 

 This Agreement terminates
immediately if, at any time before a Change in Control transaction closes, (i) the Company terminates Executive’s employment for Cause, (ii) Executive resigns from the Company without Good Reason, (iii) Executive dies, or
(iv) Executive is unable to perform his or her duties and obligations to the Company for a period of 90 consecutive days as a result of a physical or mental disability, unless with reasonable accommodation Executive could continue to perform
such duties and making these accommodations would not pose an undue hardship on the Company. If no Change in Control has occurred, this Agreement will 

  

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 Exhibit 10.22 
  


 
terminate six (6) months after Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, unless during
such six-month period, the Company enters into an agreement for a Change in Control or the Company announces or is required to announce a Change in Control, in which case this Agreement will terminate upon the earlier of payment of a Change in
Control Payment pursuant to Section 3.2 or the abandonment of the transaction contemplated by such agreement or announcement (or required announcement), as the case may be. 
  

	5.	Definitions 

  

	 	5.1	Cause 

 “Cause” means any
one or more of the following: 
 a. Removal or discharge of Executive pursuant to order of any regulatory authority; 
 b. Executive perpetrates fraud, dishonesty, or other act of misconduct in the rendering of services to the Company or to customers of the Company, or if
Executive engages in conduct which, in the opinion of the Board of Directors, materially interferes with the performance of Executive’s duties or harms the reputation of the Company by reason of the adverse reaction of the community to such
conduct; 
 c. Executive conceals from, or knowingly fails to disclose to, any federal regulatory authority, or the Board of Directors any
material matters affecting the viability of the Company; or 
 d. Executive fails (or refuses) to faithfully or diligently perform any of the
usual and customary duties of his or her employment and either fails to remedy the lapse or formulate a plan for its correction with the Company (if such failure is not susceptible to immediate correction) within thirty (30) days after notice
to Executive. 
  

	 	5.2	Good Reason 

 “Good Reason”
means any one or more of the following events, which is not remedied by the Company within thirty (30) days after the Company receives notice thereof from Executive (which notification must be given by Executive within ninety
(90) days of the initial occurrence of the relevant event): 
 a. Elimination of any significant compensation or benefit plan benefiting
Executive, unless the reduction or elimination is generally applicable to substantially all similarly situated employees (or similarly situated employees of a successor or controlling entity of the Company) formerly benefited; 
 b. The assignment to Executive without his or her consent of any authority or duties materially inconsistent with Executive’s position as of the
date of this Agreement; or 
  

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 Exhibit 10.22 
  


 c. A relocation or transfer of Executive’s principal place of employment that would require
Executive to commute on a regular basis more than 50 miles each way from his or her present place of employment. 
  

	6.	Arbitration 

 At either the Company’s or
Executive’s request, the parties must submit any dispute, controversy or claim arising out of or in connection with, or relating to, this Agreement or any breach or alleged breach of this Agreement, to arbitration under the American Arbitration
Association’s rules then in effect (or under any other form of arbitration mutually acceptable to the parties). A single arbitrator agreed on by the parties will conduct the arbitration. If the parties cannot agree on a single arbitrator, each
party must select one arbitrator and those two arbitrators will select a third arbitrator. This third arbitrator will hear the dispute. The arbitrator’s decision is final (except as otherwise specifically provided by law) and binds the parties,
and any party may request any court having jurisdiction to enter a judgment and to enforce the arbitrator’s decision. The arbitrator will provide the parties with a written decision naming the substantially prevailing party in the action. This
prevailing party is entitled to reimbursement from the other parties for its costs and expenses, including reasonable attorneys’ fees. All proceedings will be held at a place designated by the arbitrator in King County, Washington. The
arbitrator, in rendering a decision as to any state law claims, will apply Washington law. 
  

	7.	Withholding 

 All payments required to be made by
the Company hereunder to Executive shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine should be withheld pursuant to any applicable law or regulation.

  

	8.	Other Compensation and Terms of Employment 

 This
Agreement is not an employment agreement. Accordingly, except with respect to the Change In Control Payment, this Agreement shall have no effect on the determination of any compensation payable by the Company to Executive, or upon any of the other
terms of Executive’s employment with the Company. The specific arrangements referred to herein are not intended to exclude any other benefits which may be available to Executive upon a termination of employment with the Company pursuant to
employee benefit plans of the Company or otherwise; provided, however, that payment of the Change in Control Payment shall be deemed to be in lieu of any and all other severance payments to which Executive may be entitled upon or by reason of the
termination of Executive’s employment with the Company. 
  

	9.	Consideration 

 Executive understands and agrees
that the Change in Control Payment is a payment to which Executive would not otherwise be entitled and is provided as consideration, and in exchange for, Executive’s release and the other terms of this Agreement. 
  

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 Exhibit 10.22 
  



	10.	Miscellaneous Provisions 

  

	 	10.1	Entire Agreement 

 This Agreement constitutes the
entire understanding and agreement between the parties concerning its subject matter and supersedes all prior agreements, correspondence, representations, or understandings between the parties relating to its subject matter, including, without
limitation, that Change in Control Severance Agreement between the Company and Executive dated October 10, 2005. 
  

	 	10.2	Binding Effect 

 This Agreement will bind and inure
to the benefit of the Company’s and Executive’s heirs, legal representatives, successors and assigns. 
  

	 	10.3	Waiver 

 Any waiver by a party of its rights under
this Agreement must be written and signed by the party waiving its rights. A party’s waiver of the other party’s breach of any provision of this Agreement will not operate as a waiver of any other breach by the breaching party. 

 

	 	10.4	Amendment 

 This Agreement may be modified only
through a written instrument signed by all parties. 
  

	 	10.5	Severability 

 The provisions of this Agreement are
severable. The invalidity of any provision will not affect the validity of other provisions of this Agreement. 
  

	 	10.6	Counsel Review 

 Executive acknowledges that s/he
has had the opportunity to consult with independent counsel with respect to the negotiation, preparation, and execution of this Agreement. 
  

	 	10.7	Section 409A 

 The parties intend that this
Agreement and the payment provided hereunder be exempt from the requirements of Code Section 409A pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-l(b)(4), the involuntary separation pay plan
exception described in Treasury Regulation Section 1.409A-l(b)(9)(iii), or other applicable law. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner
consistent with such intention. 
  

	 	10.8	Governing Law and Venue 

 This Agreement will be
governed by and construed in accordance with Washington law, except to the extent that federal law may govern certain matters. The parties must bring any legal proceeding arising out of this Agreement in King County, Washington. 
  

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 Exhibit 10.22 
  



	 	10.9	Counterparts 

 This Agreement may be executed in one
or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same document. 
  

			
	FISHER COMMUNICATIONS, INC.
		
	By:	 	 /s/ Phelps K. Fisher

		 	Phelps K. Fisher
	Its:	 	Chairman of the Board of Directors
	
	EXECUTIVE:
		
		 	 /s/ Colleen Brown

		 	Colleen Brown


  

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