Form of Director and Executive Officer Indemnification Agreement



 Exhibit 10.2 
 FISHER COMMUNICATIONS, INC. 
 FORM OF INDEMNIFICATION AGREEMENT

 This Indemnification Agreement (this “Agreement”), dated as of December
            , 2011, is entered into by and between Fisher Communications, Inc., a Washington corporation (the “Company”), and
                                        
(“lndemnitee”). 
 RECITALS 

A. Indemnitee performs a valuable service for the Company. 
 B. The Company’s Articles of Incorporation, as amended to the date hereof (the “Articles”) and Bylaws, as amended to the date hereof (the “Bylaws”)
contain certain provisions for indemnification of the Company’s directors and/or officers to the full extent permitted by the Washington Business Corporation Act (the “Statute”). 

C. Section 10.7 of the Bylaws provides that the Company may enter into contracts with Company directors, officers and others in
furtherance of the indemnification provisions contained in the Bylaws. 
 D. The Indemnitee has indicated a desire to supplement
the indemnification provisions in the Articles and Bylaws and further clarify his rights with respect to indemnification in certain circumstances. 
 E. To induce Indemnitee to continue his service as a director and/or officer of the Company, the Company and the Indemnitee now agree that they should enter into this Indemnification Agreement.

 AGREEMENT 
  

	1.	Indemnification of Indemnitee 

  

	 	1.1	Scope 

 Subject to
Section 4.1 and all other terms and conditions of this Agreement, the Company agrees to indemnify and hold harmless Indemnitee, to the full extent permitted by law, whether or not specifically authorized by this Agreement, the Articles, the
Bylaws, the Statute or otherwise, for any Indemnifiable Losses (as defined below) which the Indemnitee is or becomes legally obligated to pay in connection with any Proceeding. In the event of any change, after the date of this Agreement, in any
applicable law, statute or rule regarding the right of a Washington corporation to indemnify a director and/or officer, such changes, to the extent that they would expand Indemnitee’s indemnification rights, shall be within the purview of
Indemnitee’s rights and the Company’s obligations under this Agreement, and, to the extent that such changes would narrow Indemnitee’s indemnification rights, shall not affect or limit the scope of this Agreement; provided, however,
that any change that is required by applicable laws, statutes or rules to be applied to this Agreement shall be so applied regardless of whether the effect of such change is to narrow Indemnitee’s rights hereunder. 

INDEMNIFICATION AGREEMENT 








	 	1.2	Nonexclusivity 

 The
indemnification provided by this Agreement is not exclusive of any rights to which Indemnitee may be entitled under the Articles, the Bylaws, any other agreement, any vote of shareholders or disinterested directors, the Statute, or otherwise,
whether as to action in Indemnitee’s official capacity or otherwise. 
  

	 	1.3	Definition of Indemnifiable Losses 

 For purposes of this Agreement, the term “Indemnifiable Losses” shall include (without limitation) any and all damages (compensatory, exemplary, punitive or otherwise), judgments,
fines, penalties, settlements, and expenses (including but not limited to costs, attorneys’ and expert fees and disbursements, costs of attachment or similar bonds, investigations, and expenses of establishing a right to indemnification under
this Agreement (“Expenses”)), and any other losses, claims, liabilities or other expenses incurred in connection with a Proceeding, subject to the limitations set forth in Section 4.1 below. 

 

	 	1.4	Definition of Proceeding 


For purposes of this Agreement, the term “Proceeding” shall include (without limitation) any threatened, pending
or completed claim, action, suit or proceeding, whether brought by or in the right of the Company or otherwise, and whether of a civil, criminal, administrative or investigative nature, in which the Indemnitee may be or may have been involved as a
party or otherwise (including without limitation as a witness) (a) by reason of the fact that Indemnitee is or was, or has agreed to become, a director and/or officer of the Company, (b) by reason of the fact that Indemnitee is or was
serving at the request of the Company as a director, trustee, officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise (including without limitation employee benefit plans and
administrative committees thereof) (an “Enterprise”) (which request will be conclusively presumed in the case of any of the foregoing that are “affiliates” of the Company as defined in Rule 12b-2 under the Securities Exchange Act
of 1934, as amended), (c) by reason of any actual or alleged error or misstatement or misleading statement made or suffered by the Indemnitee while acting as a director and/or officer of the Company or while serving at the request of the
Company and acting as a director, trustee, officer, employee or agent of an Enterprise, or (d) by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as a director and/or officer of the Company or
while serving at the request of the Company and acting as a director, trustee, officer, employee or agent of an Enterprise; provided, however, that, except with respect to an action to enforce the provisions of this Agreement or to enforce insurance
rights under policies of insurance purchased by the Company or an Enterprise on Indemnitee’s behalf, the term “Proceeding” shall not include any action, suit, claim or proceeding instituted by or at the direction of Indemnitee unless
such action, suit, claim or proceeding is or was authorized or ratified by the Company’s Board of Directors. 

INDEMNIFICATION AGREEMENT 

  
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	 	1.5	Determination of Entitlement 

 In the event that, notwithstanding Section 10.5 of the Company’s Bylaws, a determination of Indemnitee’s entitlement to indemnification is required pursuant to Section 23B.08.550 of
the Statute or its successor or pursuant to other applicable law, the party specified therein as the determining party shall make such determination; provided, however, (a) that Indemnitee shall initially be presumed in all cases to be entitled
to indemnification, (b) that Indemnitee may establish a conclusive presumption of any fact necessary to such a determination by delivering to the Company a declaration made under penalty of perjury that such fact is true and (c) that,
unless the Company shall deliver to Indemnitee written notice of a determination that Indemnitee is not entitled to indemnification within twenty (20) days of the Company’s receipt of Indemnitee’s initial written request for
indemnification, such determination shall conclusively be deemed to have been made in favor of the Company’s provision of indemnification and Company agrees not to assert otherwise. 

 

	 	1.6	Survival 

 The
indemnification provided under this Agreement shall apply to any and all Proceedings, notwithstanding that Indemnitee has ceased to serve in a capacity referred to in Section 1.4(a)-(d). 

 

	2.	Expense Advances 

  

	 	2.1	Generally 

 The right to
indemnification for Indemnifiable Losses conferred by Section 1 shall include the right to have the Company pay Indemnitee’s expenses in any Proceeding as such expenses are incurred and in advance of such Proceeding’s final
disposition (such right is referred to hereinafter as an “Expense Advance”), subject to Sections 2.2, 4 and 5 and all other terms and conditions of this Agreement. 

 

	 	2.2	Conditions to Expense Advance 

 The Company’s obligation to provide an Expense Advance is subject to (a) Indemnitee or his or her representative having first executed and delivered to the Company an undertaking, which need not
be secured and shall be accepted without reference to Indemnitee’s financial ability to make repayment, by or on behalf of Indemnitee to repay all Expense Advances if and to the extent that it shall ultimately be determined by a final,
unappealable decision rendered by a court having jurisdiction over the parties and the subject matter of the dispute that Indemnitee is not entitled to be indemnified under this Agreement or otherwise; and (b) Indemnitee furnishing, upon
request by the Company and if required under applicable law, a written affirmation of Indemnitee’s good faith belief that Indemnitee has met any applicable standards of conduct. 
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	 	2.3	Subrogation 

 In the event
of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such
rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. 
  

	3.	Procedures for Enforcement 

  

	 	3.1	Enforcement 

 In the event
that a claim for indemnification hereunder is made and is not paid in full within twenty days after written notice of such claim is delivered to the Company, Indemnitee may, but need not, at any time bring suit against the Company to recover the
unpaid amount of the claim (an “Enforcement Action”), subject to all other terms, conditions and limitations of this Agreement. 
  

	 	3.2	Presumptions in Enforcement Action 

 In any Enforcement Action the following presumptions (and limitation on presumptions) shall apply: 
 (a) The Company shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed on it to induce Indemnitee to accept the position of, or to continue as director
and/or officer of the Company; and 
 (b) Neither (i) the failure of the Company (including its Board of Directors,
independent or special legal counsel or the Company’s shareholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances nor (ii) an actual
determination by the Company, its Board of Directors, independent or special legal counsel or the shareholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is
not entitled to indemnification. An Enforcement Action shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of a previous adverse determination by the Company. In any Enforcement
Action, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or Expense Advances, as the case may be. 
  

	 	3.3	Attorneys’ Fees and Expenses for Enforcement Action 

 The Company shall indemnify and hold harmless Indemnitee against all of Indemnitee’s reasonable fees and expenses in bringing and pursuing any Enforcement Action (including reasonable attorneys’
fees at any stage, including on appeal); provided, however, 
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that the Company shall not be required to provide such indemnity (a) if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such
Enforcement Action was not made in good faith or was frivolous or (b) to the extent limited under Section 4.1 below. 
  

	4.	Limitations 

  

	 	4.1	Limitation on Indemnity 


Notwithstanding any other provision of this Agreement, the Company shall not be obligated to provide indemnification (other than Expense
Advances) pursuant to this Agreement: 
 (a) on account of any suit in which a final, unappealable decision is rendered by a
court having jurisdiction over the parties and the subject matter of the dispute for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company in violation of the provisions of Section 16(b) of the
Securities Exchange Act of 1934 and amendments thereto; 
 (b) for Indemnifiable Losses that actually have been paid directly to
Indemnitee by an insurance carrier under a policy of insurance maintained by the Company; 
 (c) on account of Indemnitee’s
conduct which is finally adjudged with no further right of appeal to have been intentional misconduct, a knowing violation of law, a violation of RCW 23B.08.310 or any successor provision of the Statute, or a transaction from which Indemnitee
derived personal benefit in money, property or services to which Indemnitee was not legally entitled; 
 (d) to the extent that
the Indemnitee is actually indemnified and actually paid otherwise than pursuant to this Agreement; 
 (e) if a final,
unappealable decision is rendered by a court having jurisdiction over the parties and the subject matter of the dispute finding that paying such indemnification is prohibited by applicable law; 

(f) to the extent that attorneys’ fees, costs and disbursements, or similar expenses, that otherwise would constitute Indemnifiable
Losses hereunder are determined to be unreasonable by a final, unappealable decision rendered by a court having jurisdiction over the parties and the subject matter of the dispute, provided that the burden of proof that any Indemnifiable Losses are
unreasonable shall be on the Company; or 
 (g) for any reimbursement of the Company by Indemnitee of any bonus or other
incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the securities laws of the United States, including but not limited to the
Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act. 
 INDEMNIFICATION
AGREEMENT 

  
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	 	4.2	Partial Indemnification and Contribution 

 If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Indemnifiable Losses in connection with a Proceeding, but not, however, for
the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Indemnifiable Losses to which Indemnitee is entitled. 
 To the fullest extent permissible under applicable law, if, for any reason whatsoever, the indemnification provided for in this Agreement is unavailable to Indemnitee with respect to a Proceeding or a
particular claim in a Proceeding but the Company is able to indemnify the Indemnitee with respect to another claim in the Proceeding or indemnify or pay the Expenses or liabilities of another person or entity that is a party to the Proceeding, then,
in lieu of indemnifying Indemnitee with respect to the matter for which indemnification is unavailable, the Company shall contribute to the amount actually and reasonably incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid
or to be paid in settlement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the
events and transactions giving cause to such Proceeding and (ii) the relative fault of the Company (and its directors, officers, employees and agents), on the one hand, and Indemnitee, on the other hand, in connection with such events and
transactions. The Company hereby agrees to indemnify and hold harmless Indemnitee from any claims for contribution which may be brought by directors, officers or employees of the Company (other than Indemnitee) who may be jointly liable with
Indemnitee for matters for which Indemnitee would be entitled to indemnification or contribution by the Company under this Agreement. 
  

	 	4.3	Mutual Acknowledgment 


The Company and Indemnitee acknowledge that, in certain instances, federal law or public policy may override applicable state law and
prohibit the Company from indemnifying Indemnitee under this Agreement or otherwise. For example, the Company and Indemnitee acknowledge that the Securities and Exchange Commission has taken the position that indemnification is not permissible for
liabilities arising under certain federal securities laws, and federal legislation prohibits indemnification for certain ERISA violations. Furthermore, Indemnitee understands and acknowledges that the Company has undertaken or may be required in the
future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee. 

 

	5.	Notification and Defense of Claim 

  

	 	5.1	Notification 

 Promptly
after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, if a claim is to be made against the Company under this 
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Agreement, notify an executive officer of the Company in writing of the nature and status of the Proceeding; provided, however, that the omission so to notify an executive officer of the Company
will not relieve the Company from any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission can be shown to have prejudiced the Company. 

If, at the time of the receipt of a notice of a claim pursuant to this Section 5.1, the Company has director and officer liability
insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies (unless there is no basis for asserting coverage). The Company
shall take all necessary action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. 

 

	 	5.2	Defense of Claim 

 With
respect to any such Proceeding as to which Indemnitee notifies the Company of the commencement thereof or otherwise seeks indemnification hereunder: 
 (a) The Company may participate at its own expense in such Proceeding; 
 (b) The
Company, jointly with any other indemnifying party similarly notified, may assume the defense of the Proceeding with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense,
the Company shall not be liable to Indemnitee under this Agreement or otherwise for any legal or other expenses of counsel (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection with the defense of such
Proceeding, unless (i) the employment of counsel by Indemnitee has been authorized in advance by the Company in writing, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and
Indemnitee in the conduct of the defense of such action and notified the Company in writing to that effect in advance of the expense, (iii) the Company shall not in fact have employed counsel to assume the defense of such action, or
(iv) the Company is not financially or legally able to perform its indemnification obligations, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the
defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in (ii) or (iv) above; 

(c) The Company shall not without Indemnitee’s written consent settle any action or claim in any manner which would impose any
penalty or limitation on Indemnitee that would not be an Indemnifiable Loss hereunder for which indemnification would be provided by the Company. 
 INDEMNIFICATION AGREEMENT 

  
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	6.	Miscellaneous 

  

	 	6.1	Entire Agreement 

 This
Agreement is the entire agreement of the parties regarding its subject matter and supersedes all prior written or oral communications or agreements regarding the subject matter covered by this Agreement. 

 

	 	6.2	Severability 

 Nothing in
this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to court order, to perform its obligations under this Agreement
shall not constitute a breach of this Agreement. The provisions of this Agreement shall be severable. If this Agreement or any portion shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless
indemnify Indemnitee to the full extent permitted by any portion of this Agreement not invalidated, and the balance of this Agreement shall be enforceable in accordance with its terms. 

 

	 	6.3	Notices 

 Notices given
pursuant to this Agreement shall be deemed duly given on the date of personal delivery, on the date sent by fax or three days after mailing if mailed by certified or registered mail, return receipt requested, postage prepaid, to the party at its
address below or such other address of which the addressee may subsequently notify the other parties in writing. 
  

	 	6.4	Governing Law 

 This
Agreement and the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the state of Washington, without giving effect to principles of conflicts of law. 

 

	 	6.5	Counterparts 

 This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. 
  

	 	6.6	Amendments; Waivers 


Neither this Agreement nor any provision may be amended except by written agreement signed by the parties. No waiver of any breach or
default shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default. 

INDEMNIFICATION AGREEMENT 

  
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	 	6.7	Duration 

 This Agreement
shall continue for the duration of Indemnitee’s service as a director of the Company or as a director, trustee, partner, management member, officer, employee, agent, fiduciary, stockholder or controlling person of the Company or any other
Enterprise and thereafter for so long as Indemnitee may be subject to any pending or possible claim due for Indemnifiable Losses. 
  

	 	6.8	Successors and Assigns 


This Agreement shall be binding upon the Company and its successors and assigns, and inure to the benefit of Indemnitee and
Indemnitee’s heirs, legal representatives and assigns. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of
the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. 

(Signature page follows) 

INDEMNIFICATION AGREEMENT 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the date
first above written. 
  

			
	FISHER COMMUNICATIONS, INC.
		
	By:	 	 
		
	Name:	 	 
		
	Its:	 	 
		
	Address:	 	 140 Fourth Avenue N., Suite 500
 Seattle, WA 98109

		
	Fax:	 	(206) 404-6037


  

			
	INDEMNITEE:


  

			
	Name:	 	 


  

			
	Address:	 	 
		 	 
		 	 


  

			
	Fax:	 	 


 INDEMNIFICATION AGREEMENT 

  
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