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EX-10.21 2 d252761dex1021.htm FISHER COMMUNICATIONS, INC. 2012 MANAGEMENT SHORT TERM INCENTIVE PLAN Fisher Communications, Inc. 2012 Management Short Term Incentive Plan

Exhibit 10.21

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 2011-
January 2012
   December 2011-
January 2012
   October 2011-
December 2011
  

Goal approval for upcoming year

            February 2012 -
March 2012

Evaluation of performance results at the end of the Plan period

   January 2013-
February 2013
      January 2013-
February 2013
  

Calculation of payouts

   March 2013       March 2013   

Approval of payouts and performance results for previous year

            February 2013 -
March 2013

Communication of payouts

   March 2013         

Payouts to participants

      By March 15, 2013      

 

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Plan Period

The plan period is defined as January 1, 2012 through December 31, 2012.

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

 

   

Executive Vice President, Operations

 

   

Senior Vice President, General Counsel and Corporate Secretary

 

   

Senior Vice President, Revenue and Business Development

 

   

Senior Vice President, Chief Financial Officer

 

   

Vice President, Human Resources

 

   

Vice President, Technology

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.

 

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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.

 

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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.

 

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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%
 

 

  

 

 

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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 shown

 

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