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AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT

Change of Control Agreement

AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT | Document Parties: FISHER COMMUNICATIONS INC You are currently viewing:
This Change of Control Agreement involves

FISHER COMMUNICATIONS INC

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Title: AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT
Date: 3/16/2009
Industry: Broadcasting and Cable TV     Sector: Services

AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT, Parties: fisher communications inc
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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 hardshi


 
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