8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

October 3, 2005

Date of Report

(Date of earliest event reported)

FISHER COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Charter)

Washington	000-22439	91-0222175
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

100 Fourth Avenue N., Suite 510, Seattle, Washington 98109

(Address of Principal Executive Offices, including Zip Code)

(206) 404-7000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

Change In Control Severance Agreement

On October 3, 2005, Fisher Communications, Inc. (the “Company”) entered into a Change in Control Severance Agreement (the “Change in Control Agreement”) with Colleen B. Brown, the Company’s newly appointed President and Chief Executive Officer. The Change in Control Agreement is effective as of October 10, 2005. The following description of the Change in Control Agreement does not purport to be complete and is qualified in its entirety by reference to the Change in Control Agreement, which is filed as Exhibit 10.1 to this report.

The Change in Control Agreement provides that if (i) Ms. Brown remains employed with the Company through the closing of a change in control, as defined in the Change in Control Agreement, (ii) Ms. Brown complies with her obligations under the Change in Control Agreement, and (iii) Ms. Brown is not offered a comparable position with the Company upon such change in control, then Ms. Brown will be entitled to receive a single cash payment in an amount equal to two (2) times her annual base salary for the calendar year immediately preceding such change in control. Upon payment of such amount to Ms. Brown, the Change in Control Agreement will terminate.

The Change in Control Agreement also provides that if (i) the Company terminates Ms. Brown’s employment without cause, as defined in the Change in Control Agreement, or Ms. Brown resigns for good reason, as defined in the Change in Control Agreement, 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 required by law to announce a prospective change in control of the Company, then upon the closing of such change in control, Ms. Brown will be entitled to receive a single cash payment in an amount equal to two (2) times her annual base salary for the calendar year immediately preceding such termination or resignation, as the case may be. Upon payment of such amount to Ms. Brown, the Change in Control Agreement will terminate.

The Change in Control Agreement also provides that in the event that any person extends any proposal or offer that is intended to or may result in a change in control, Ms. Brown will, at the Company’s request, assist the Company in evaluating such proposal or offer. Further, the Change in Control Agreement provides that in order to receive the change in control payments described above, Ms. Brown 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.

Offer letter

On October 3, 2005, the Chairman of the Board of the Company delivered an offer letter to Ms. Brown setting forth the initial compensation and benefits Ms. Brown is entitled to receive as President and Chief Executive Officer of the Company. The following description of the offer letter does not purport to be complete and is qualified in its entirety by reference to the letter agreement, which is filed as Exhibit 10.2 to this report.

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The offer letter provides, among other things, that Ms. Brown will receive an annual base salary of $500,000. She will also be eligible for participation in the Fisher Communications, Inc. Short-Term Incentive Plan, with a payout target percentage equal to 50% of her base salary and a maximum payout equal to 150% of the payout target percentage. In addition, she will participate in the Fisher Communications, Inc. Long-Term Incentive Plan, pursuant to which Ms. Brown will receive an initial stock option grant to purchase 15,000 shares of the Company’s common stock scheduled to vest over a five year period with ten-year expiration and 3,000 shares of restricted stock scheduled to vest over a five year period. Ms. Brown will also be entitled to receive healthcare, 401(k) and other fringe benefits. The Compensation Committee of the Board of Directors has agreed to work collaboratively with Ms. Brown to revise the Short-Term Incentive Plan for all plan participants for 2006 and, as appropriate, the Long-Term Incentive Plan. Ms. Brown is also entitled to reasonable relocation expenses.

Employment Separation Agreement

On October 3, 2005, the Company entered into an Employment Separation Agreement with Benjamin W. Tucker, the Company’s acting President and Chief Executive Officer (the “Separation Agreement”). The following description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, which is filed as Exhibit 10.3 to this report.

The Separation Agreement provides that Mr. Tucker’s employment by the Company will be terminated effective October 7, 2005 and that Mr. Tucker will be paid his regular salary plus all accrued vacation benefits, less authorized deductions and withholdings, through that date. Mr. Tucker will also be entitled to receive payments of $21,603.02 for accrued vacation and a lump sum separation payment in gross amount of $500,000, less authorized deductions and withholdings. Mr. Tucker and his spouse will be eligible for continued participation in the Company’s group medical, dental and vision plans pursuant to COBRA for up to eighteen (18) months (or longer if applicable under the COBRA regulations) following his separation. The Company will pay $333.86 each month toward his COBRA premiums, for eighteen (18) months or until he is eligible for coverage under any other group health coverage (as an employee or otherwise), whichever happens first. On the separation date, all of Mr. Tucker’s stock options that have not previously vested will expire, except that the stock options granted to Mr. Tucker on February 13, 2002 to acquire 3,600 shares, and the stock options granted to Mr. Tucker on April 24, 2003 to acquire 7,200 shares, will be deemed to be vested and fully exercisable upon the effective date of the Separation Agreement. Mr. Tucker will have three (3) months following the separation date to exercise his vested stock options, unless they expire earlier in accordance with their terms. Pursuant to the Separation Agreement, Mr. Tucker also agreed, among other things, to a general release of claims against the Company, to cooperate with the Company to effect a smooth and efficient leadership transition, and to certain nonsolicitation, no-hire, nondisruption and nondisparagement provisions. The Company has agreed to provide Mr. Tucker with outplacement services costing not more than $25,000.

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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On October 4, 2005, the Company announced the appointment of Colleen B. Brown as President and Chief Executive Officer of the Company effective October 10, 2005, and the resignation of Benjamin W. Tucker as the Company’s acting President and Chief Executive Officer, effective October 7, 2005. The press release announcing these events is attached to this report as Exhibit 99.1.

From 2004 to 2005, Ms. Brown was president and owner of Aberdeen Media Corporation, an entrepreneurial venture founded to pursue opportunities in the U.S. television market. Ms. Brown served as senior vice president at Belo Corp. from 2000 to 2003 and as President of the broadcast group for Lee Enterprises, Incorporated from 1998 to 2000. Ms. Brown served in various senior management capacities at Gannett Co., Inc.’s broadcasting operations from 1980 to 1998. On October 3, 2005, the Chairman of Board of the Company delivered to Ms. Brown the offer letter described under Item 1.01, and on October 3, 2005, the Company and Ms. Brown entered into the Change in Control Agreement as described in Item 1.01. Ms. Brown is 47 years old.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

10.1	Change in Control Severance Agreement, effective October 10, 2005, between the Company and Colleen Brown.
10.2	Colleen Brown Offer Letter, dated October 3, 2005.
10.3	Employment Separation Agreement, dated October 3, 2005, between the Company and Benjamin W. Tucker.
99.1	Press release, dated October 4, 2005.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FISHER COMMUNICATIONS, INC.
	By	/s/ Robert C. Bateman
Dated: October 6, 2005	Robert C. Bateman Senior Vice President Chief Financial Officer

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Exhibit Index

10.1	Change in Control Severance Agreement, effective October 10, 2005, between the Company and Colleen Brown.
10.2	Colleen Brown Offer Letter, dated October 3, 2005.
10.3	Employment Separation Agreement, dated October 3, 2005, between the Company and Benjamin W. Tucker.
99.1	Press release, dated October 4, 2005.

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EX-10.1

Exhibit 10.1

CHANGE IN CONTROL SEVERANCE AGREEMENT

This 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 October 10, 2005.

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” or “in the ownership of a substantial portion of the assets” of the Company, within the meaning of Section 280G 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 required by law to announce a prospective Change in Control of

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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 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. Payment of the Change in Control Payment will be made within thirty (30) days following the effective date of the release required by this Section 3.5.

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 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.

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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 only any one or more of the following:

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

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

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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.

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.

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.

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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 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.

10.8 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 Fisher
Its	Chairman of the Board of Directors
EXECUTIVE:
/s/ Colleen Brown
Colleen Brown

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EX-10.2

Exhibit 10.2

	Fisher Communications, Inc.
	100 4th Avenue North, Suite 510 Seattle, Washington 98109 tel     206.404.7000 fax    206.404.6037 www.fsci.com

October 3, 2005

Colleen Brown

3220 Cornell Avenue

Dallas, TX 75205

Dear Colleen,

On behalf of the Board of Directors of Fisher Communications, Inc., I am pleased to extend this offer for you to join Fisher Communications, Inc. as President and CEO. We look forward to you starting on October 10, 2005.

The following outlines your initial compensation and benefits provisions:

1. Base Salary - $500,000.

2. Participation in the Fisher Communications, Inc. Short-Term Incentive Plan.

a. Payout Target percentage equal to 50% of Base Salary ($250,000)

b. Maximum payout equal to 150% of Target ($375,000)

c. Payout is calculated based upon defined criteria and metrics tied to the financial performance of Fisher Communications, Inc.

3. Participation in the Fisher Communications, Inc. Long-Term Incentive Plan.

a. You will receive an initial Stock Option grant to purchase 15,000 shares of Fisher Communications, Inc. common stock scheduled to vest over a five year period with ten-year expiration.

b. Receive 3000 shares of Restricted Stock scheduled to vest over a five year period.

4. The Compensation Committee of the Board of Directors is committed to working collaboratively with you to revise the Short-Term Incentive Plan for all plan participants for 2006. In addition, we are committed to working with you to review and revise, as appropriate, the Long-Term Incentive Plan.

5. Change-In-Control Agreement. An Agreement will be forwarded to you which details the conditions under which payment, in the amount of two times

base salary, will be paid to you, if your employment is terminated as a result of a change of control.

6. Relocation expenses will be provided to assist you and your family with your move to Seattle. The Company will provide the following assistance to be coordinated with Laura Boyd, Vice President Human Resources:

a. Pay reasonable expenses for moving your household furnishings and personal property.

b. Provide temporary housing in Seattle and a rental automobile for up to 60 days, if needed.

c. Airfare for your spouse for up to three (3) house hunting trips.

d. Relocation expenses will be grossed up to cover the out of pocket tax costs.

7. Benefits. You will be eligible to receive healthcare (medical, RX, dental and vision), 401(k), group life and disability and other fringe benefits, according to Fisher’s standard coverage and eligibility requirements for each plan. Enclosed is our current Benefits-at-a-Glance which provides the highlights of our group benefit programs.

8. You will receive Fisher’s standard paid time off benefits, with the exception that you will begin accruing four weeks of vacation per year upon your date of hire.

We look forward to working with you on an announcement and press release regarding your appointment.

Feel free to contact Laura Boyd, Vice President of Human Resources, for additional information and to assist with coordinating your relocation. Laura can be reached at (206) 404-6722 or email lboyd@fsci.com.

I want to express my distinct pleasure in welcoming you to Fisher Communications, Inc. and express the Board’s enthusiasm in your leadership as CEO in revitalizing Fisher and developing it’s potential.

Sincerely,

/s/ Phelps Fisher

Chairman

EX-10.3

Exhibit 10.3

EMPLOYMENT SEPARATION AGREEMENT

This is an agreement between you, Benjamin W. Tucker, and us, Fisher Communications, Inc. (“the Company”). This Agreement is dated for reference purposes October 3, 2005, which is the date we delivered it to you for your consideration.

1) Separation Agreement. Your employment by the Company is terminated effective October 7, 2005 (the “Separation Date”).

2) Compensation. You will be paid your regular salary plus all accrued vacation benefits, less authorized deductions and withholdings, through the Separation Date.

3) Separation Payment. In addition to payments of $21,603.02 for accrued vacation, which will be paid with your October 20, 2005 paycheck, the Company will provide you a separation payment in the gross amount of $500,000 less authorized deductions and withholdings (the “Separation Payment”). To be eligible for this Separation Payment, you must continue to satisfy your obligations under this Agreement and continue to perform your duties in a satisfactory manner until the Separation Date. The Separation Payment will be made to you in one lump sum on the effective date of this Agreement under Section 15. You understand and agree that this Separation Payment, to which you would not otherwise be entitled, is provided as consideration, and in exchange for, your agreement to the release and other terms of this Agreement.

4) Resignation. You hereby acknowledge that you will resign, effective as of the Separation Date, as an officer and employee of the Company and from any official or unofficial committees or bodies of the Company and its subsidiaries. You agree that from the date hereof, you have no authority to discharge contracts, enter into agreements, or engage in personnel activities on behalf of the Company.

5) Employee Benefit Plans. You and your spouse will be eligible to continue participation in our group medical, dental and vision plans pursuant to COBRA for up to eighteen (18) months (or longer if applicable under the COBRA regulations) following your separation. The Company will pay $333.86 each month toward your COBRA premiums, for eighteen (18) months or until you are eligible for coverage under any other group health coverage (as an employee or otherwise), whichever happens first. You will be required to make timely payment of any portion of premiums for which you are responsible. Failure to submit timely payment of premiums will result in cancellation of COBRA coverage. Your rights under other employee benefit plans in which you may have participated will be determined in accordance with the written plan documents governing those plans.

6) Stock Options. As set forth in Exhibit A to this Agreement, the Company has previously granted to you options to purchase an aggregate of fifty two thousand, five hundred and fifty (52,550) shares of the Company’s common stock (the “Stock Options”). As of the

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Separation Date, Stock Options to acquire twenty thousand, nine hundred and sixty (20,960) shares are vested and fully exercisable. On the Separation Date, all Stock Options that have not previously vested will expire, except that the Stock Options granted on February 13, 2002 to acquire 3,600 shares, and the Stock Options granted on April 24, 2003 to acquire 7,200 shares, will be deemed to be vested and fully exercisable upon the effective date of this Agreement under Section 15. You will have three (3) months following the Separation Date to exercise your vested Stock Options, unless they expire earlier in accordance with their terms.

7) References. Upon your request, the Company will provide a mutually acceptable letter of reference to future potential employers. Requests for such letter should be directed to the Vice President Human Resources.

8) Release. In consideration of the promises contained in this Agreement, the parties agree:

a. On behalf of yourself and anyone claiming through you or who otherwise can be legally bound by you in the release set forth in this Section 8, you irrevocably and unconditionally release, acquit and forever discharge the Company and/or its subsidiaries, affiliates, divisions, predecessors, successors and assigns, as well as their past and present officers, directors, employees, shareholders, trustees, joint venturers, partners, agents (hereinafter collectively “Releasees”), and any other person or entity against whom you could assert the claims released in this Section 8, in their individual and/or corporate capacities, from any and all claims, liabilities, promises, actions, damages and the like, known or unknown, which you ever had against any of the Releasees arising out of or relating to your employment with the Company and/or the termination of your employment with the Company. Such claims include, but are not limited to: (1) employment discrimination (including claims of sex discrimination and/or sexual harassment) and retaliation under Title VII (42 U.S.C.A. 2000e, et seq.) and under 42 U.S.C.A. section 1981 and section 1983, age discrimination under the Age Discrimination in Employment Act (29 U.S.C.A. sections 621 et seq.) as amended, under the Washington Constitution, and/or any other relevant state statutes or municipal ordinances (except you do not waive rights or claims under the federal Age Discrimination in Employment Act that may arise after the date this waiver is executed); (2) disputed wages and benefits; (3) wrongful discharge and/or breach of any alleged employment contract; and (4) claims based on any tort, such as invasion of privacy, defamation, fraud and infliction of emotional distress. You do not waive rights and excluded from this release are claims under ERISA and any benefit plans that may arise after the Separation Date and any claims arising out of or relating to this Agreement.

b. The Releasees, and any other person or entity claiming through them or who otherwise can be legally bound by Releasees to this Release, irrevocably and unconditionally release, acquit and forever discharge you from any and all claims, liabilities, promises, actions, damages and the like, known or unknown, which

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they ever had against you arising out of or relating to your employment with the Company and/or the termination of your employment with the Company.

c. That neither party shall bring any legal action against the other for any claim waived and released under this Agreement and that the parties represent and warrant that no such claims have been filed to date. The parties further agree that should they bring any type of administrative or legal action arising out of claims waived under this Agreement, the prevailing party with respect to such claim will bear all legal fees and costs, including those of the other party.

d. Without limiting the release set forth in this Section 8, the matters expressly waived and released herein are not limited to matters which are known or disclosed, and the parties hereby waive any and all rights and benefits which they now have, or in the future may have, conferred upon them, by virtue of the provisions of any Washington statute, the effect of which would be to prevent a general release, such as contemplated by this Agreement, from extending to claims which they do not know or suspect to exist in their favor at the time of executing this Agreement, which if known by them must have materially affected their decision to execute the release. They realize and acknowledge that the factual matters now unknown to them may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and they further agree that this Agreement has been negotiated and agreed upon in light of that realization and that they nevertheless hereby intend to release, discharge and acquit each other from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which in any way arise by virtue of the prior acts or omissions of such parties.

9) Return of Property. You represent and agree that you have returned or will return all keys, credit cards, documents, equipment and other material that belong to the Company on or before signing this Agreement.

10) Confidentiality. You understand and acknowledge that, in order to properly perform your duties the Company has entrusted you with certain Proprietary Information that is the result of great effort and expense on the part of the Company, that this Propriety Information is critical to the success of the Company and that the disclosure or use of this Proprietary Information would cause the Company irreparable harm, and that you, in entering into this Agreement, are fully aware of the Company’s need to protect this Proprietary Information. You therefore agree not to reveal Proprietary Information or trade secrets to any person, firm, corporation, or entity unless required to do so by a valid subpoena or unless being required to maintain such confidentiality would be in violation of the law. For the purposes of this Agreement, “Proprietary Information” shall be defined as information, whether disclosed orally or in writing, of any nature in any form, including without limitation all writings, memoranda, copies, reports, papers, surveys, analyses, drawings, letters, computer printouts, computer programs, computer applications, specifications, customer data, trade secrets, business methods, business

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processes, business techniques, business plans, data, graphs, charts, sound recordings and/or pictorial reproductions and other information that is not generally and publicly known, whether in oral, audio, visual, written or other form. Should you reveal or threaten to reveal this information, the Company shall be entitled to an injunction restraining you from disclosing same, or from rendering any services to any entity to whom said information has been, or is threatened to be, disclosed. The right to secure an injunction is not exclusive, and the Company may pursue any other remedies it has against you for a breach or threatened breach of this promise, including the recovery of damages from you. This promise is intended to and will apply in the broadest sense possible to information regarding Company’s business activities, plans, audience and clients and is not intended to be limited solely to matters which might meet the legal definition of “trade secrets” under Washington law. You further agree to keep the terms of this Agreement confidential. You agree that except as otherwise required by law, you will not disclose to any third party any of the terms of this Agreement, except your spouse, legal counsel, accountants and tax advisors, all of whom shall be bound by this confidentiality provision. You represent and warrant that you have not already acted inconsistently with the terms of this section.

11) Cooperation. You agree to meet with the individual who will be serving as the Company’s President and CEO and/or his designee at such time or times as may be reasonably requested to discuss transition issues. You agree to cooperate fully to effectuate a smooth and efficient leadership transition. You also agree to make yourself reasonably available for a period of twelve (12) months from the Separation Date to consult by telephone on an as-needed basis with your successor or his designees regarding transitional matters; provided, however, that such consultation shall not require you to expend an unreasonable amount of time. You agree to provide information reasonably requested by the Company in connection with the preparation of the proxy statement for its 2006 Annual Meeting of Shareholders, and agree to complete and sign the Company’s standard form of directors and officers questionnaire if requested by the Company.

12) Nonsolicitation/No Hires/Nondisruption. As an inducement for, and as additional consideration to, the Company to enter into this Agreement, you agree that for a period of twelve (12) months after the Separation Date:

a. Nonsolicitation of Employees and Consultants. You will not directly or indirectly solicit, influence, entice or encourage any person who is then or who at any time in the twelve (12) month period prior to this Agreement had been an employee of or consultant to the Company to cease or curtail his or her relationship with the Company.

b. No-Hire. You agree that you will not directly or indirectly hire or attempt to hire, whether as an employee, consultant or otherwise, any person who is then or who at any time in the twelve (12) month period prior to this Agreement had been employed by the Company.

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c. Nondisruption, Other Matters. You agree that you will not directly or indirectly interfere with, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or any of its affiliates, on the one hand, and any of their respective customers, suppliers, employees or business relation of the Company, on the other hand.

13) Nondisparagement. You agree that you will not disparage, criticize or otherwise malign the reputation of the Company, its parents or affiliates or any of their officers, directors or employees.

14) Outplacement. As a working condition fringe benefit pursuant to Internal Revenue Code Section 132(d), the Company shall provide you with reasonable outplacement services through The Brighton Group or a similar organization selected by the Company, subject to a maximum expense to the Company of $25,000.

15) Consideration and Revocation Periods. You acknowledge that you have been advised to consult legal counsel and that you have up to twenty-one (21) calendar days to consider this Agreement and you may use as much or as little of that time as you wish. You also have seven (7) calendar days following your execution of this Agreement to revoke it. You must make any such revocation in writing to the Vice President Human Resources. This Agreement shall not become effective or enforceable until the revocation period has expired.

16) Resolution of Claims. The parties shall attempt to resolve through good-faith negotiation any controversy or claim arising out of, or relating to this Agreement, or a breach thereof, including without limitation, any claim as to which the applicability or enforceability of the release in Section 8 above is disputed by you or that the parties agree is not subject to such release. (This includes, without limitation, any claims under Title VII of the Civil Right Act of 1964, as amended, wrongful discharge, defamation, state anti-discrimination statutes, the Americans with Disabilities Act, wage and hour claims, and any claim arising out of any other federal or state statute or common law.) If negotiation is unsuccessful, the parties agree to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Employment Mediation Rules. If mediation is unsuccessful, the dispute shall be settled by final and binding arbitration in Seattle before a single arbitrator selected by the parties in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association. The only disputes not covered by this Agreement shall be workers compensation claims, claims for unemployment compensation, and claim for injunctive relief and/or equitable relief brought by either party pursuant to paragraphs 8, 10, 12 and 13 above. The parties agree to abide by and perform in accordance with any award rendered by the arbitrator, and that judgment upon the award rendered may be entered by the prevailing party in any court having jurisdiction thereof. The arbitrator’s fees and costs of arbitration shall be borne equally by the parties, and each party shall be responsible for its own legal fees and costs.

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17) Applicable Law. The laws of the State of Washington will govern the validity and execution of this Agreement and the disposition of any claims related to this Agreement.

18) Assignment. Your rights hereunder shall not be assigned or transferred without the Company’s prior written consent. Any assignment without the Company’s prior written consent shall be null and void. The Company’s rights and obligations under this Agreement will inure to the benefit and be binding upon the Company’s successors and assignees.

19) Complete Agreement. This Agreement is the final and complete expression of all agreements between us on all subjects, and supersede any and all prior oral or written agreements or understandings between you and the Company concerning the subject matter of this Agreement. You acknowledge that you have had adequate time to review and consider this Agreement and consult with counsel. You acknowledge you are not signing this Agreement relying on anything not set out here.

AGREED BY Fisher Communications, Inc.:		AGREED BY Benjamin W. Tucker:
By	/s/ Phelps Fisher	/s/ Benjamin W. Tucker
	Phelps Fisher
	Its Chairman
Date: October 3, 2005		Date: October 3, 2005

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EXHIBIT A

Benjamin W. Tucker Stock Options

Date Granted	Shares Exercisable as of the Separation Date	Shares Not Exercisable as of the Separation Date	Shares Total	Exercise Price
3/8/2000	2,000	—	2,000	$59.88
2/14/2001	6,360	1,590	7,950	$60.00
2/13/2002	5,400	*3,600	9,000	$36.86
4/24/2003	4,800	*7,200	12,000	$46.88
2/11/2004	2,400	9,600	12,000	$51.50
3/7/2005	—	9,600	9,600	$51.41
TOTAL	20,960		52,550

* Except as provided in Section 6 of the Agreement

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT: Rob Bateman, CFO of Fisher Communications, Inc. (206) 404-6776

FISHER COMMUNICATIONS, INC. BOARD OF DIRECTORS ANNOUNCES

SELECTION OF PRESIDENT AND CEO

SEATTLE—(BUSINESS WIRE)—October 4, 2005—Fisher Communications, Inc. (Nasdaq: FSCI) today announced the appointment of Colleen B. Brown as President and Chief Executive Officer of Fisher Communications, effective October 10, 2005. Ms. Brown has extensive experience in successfully leading broadcasting operations with several leading media companies, including Belo Corp., Lee Enterprises, Incorporated, and Gannett Co., Inc., and has a background of over 26 years in the industry.

“We conducted an exhaustive search, and our Board of Directors is confident that we have selected the right person to lead Fisher Communications in this complex and rapidly changing environment,” stated Phelps K. Fisher, the Chairman of Fisher Communication’s Board of Directors.

“I look forward to the opportunity and challenge of leading Fisher Communications – an organization with an excellent broadcasting heritage and strong operating assets,” stated Ms. Brown.

Benjamin W. Tucker, Jr., who has held the position of Fisher Communications’ Acting President and Chief Executive Officer since January 2005, will leave the Company to pursue other interests in October 2005. Mr. Tucker had previously served as President of Fisher Broadcasting Company since 2001 and in a senior management position with Fisher since 1999. “We value Ben’s integrity and tireless efforts in behalf of Fisher Communications over the past several years,” stated Mr. Fisher.

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Fisher Communications, Inc. is a Seattle-based integrated media company. Its nine network-affiliated television stations, and a tenth station 50% owned by Fisher Communications, are located in Washington, Oregon, and Idaho, and its 27 radio stations broadcast in Washington and Montana. It also owns and operates Fisher Plaza, a facility located near downtown Seattle.