PORT OF SEATTLE COMMISSION 
Motion Amending 
the Chief Executive Officer's 
Retention Agreement 
February 5, 2013 
Statement in Support of Motion 
Chief Executive Officer (CEO) Tay Yoshitani accepted an invitation to join the
Expeditors International Board of Directors in August 2012. The CEO's Retention Agreement,
adopted by the Port of Seattle Commission (the "Commission") on March 1, 2011, specifically
allows the CEO to join a private sector outside board of directors, "provided, that prior to
accepting such appointments, the Port's General Counsel determines that the CEO's participation
would not create or appear to create a conflict of interest, or is contrary to any other provision of
the Port's Code of Ethics for Employees." The General Counsel made such a determination as
did attorneys Tim Leyh and Katherine Kennedy who were retained as outside counsel by the
Port. 
The Commission retained former Chief Justice of the Washington Supreme Court Gerry
Alexander as its outside legal counsel in September 2012 to "provide an independent review and
analysis of the legal basis for a finding of no actual, potential or apparent conflict of interest."
Mr. Alexander presented his review and analysis on October 23, 2012, in open public session
and also concluded that "Mr. Yoshitani's service of the Board of Expeditors does not create a
real, perceived or appearance of a conflict of interest. Neither does his service on that
corporation's Board run afoul of the statutory Code of Ethics for Municipal Officers or any
Employee Codes of the Port of Seattle." He also concluded that Mr. Yoshitani complied with the
requirements set forth his Retention Agreement. 
In his October 23 presentation, Mr. Alexander suggested the Commission might consider
requiring that the Commission must give its approval before the CEO may accept a position on
an outside private sector board. Both the Commission and Mr. Yoshitani believe this is good
advice and wish to proceed with an amendment to the Retention Agreement clarifying the
conditions under which Mr. Yoshitani may serve on an outside board of directors in the future.
Motion 
The Commission and Mr. Yoshitani agree to amend Section 2 of the Retention Agreement
between the Commission and Mr. Yoshitani adopted on March 1, 2011, to read as follows: 
Section 2.   Participation as a Member of a Private For-Profit Board of Directors. During
the term of this Agreement, CEO may on his own time (e.g. after close of business or while on
Paid Time-Off), participate as a member of a Board of Directors for a private for-profit entity;
provided, that prior to accepting any such appointment (excepting CEO's current service on the
Board of Directors of Expeditors International of Washington, Inc.), the Commissioners approve
by affirmative vote the participation and the Port's General Counsel determines that CEO's

participation would not create or appear to create a conflict of interest, or is contrary to any other
provision of the Port's Code of Ethics for Employees. This section does not apply to CEO's
participation as board member of a private non-profit, public or community organization where
the CEO's participation (a) is consistent with and in furtherance of the CEO's Port
responsibilities and (b) is in compliance with the Agreement and applicable Port procedures and
rules, including the Port's Code of Ethics for Employees.