Minutes Exhibit B
Port Commission Special Meeting
of December 19, 2017

EXECUTIVE DIRECTOR
EMPLOYMENT AGREEMENT


This EMPLOYMENT AGREENIENT (the "Agreement") is made effective
as of the day of December 19, 2017 by and between the PORT COlVIlVIISSION OF
THE PORT OF SEATTLE, a municipal corporation of the State of Washington
C'Commission")  and  Adm.  Stephen  Metruck  (Ret)  ("Executive  Director")  and
collectively, The Parties.

1. Compensation, Benefits and Reimbursements.

(a)     Annual Base Salary.   In consideration for his service under the
terms of this Agreement, the Port shall pay to Executive Director an annual base salary
("Base Salary"), which amount shall be paid in installments in accordance with the
normal payroll payment practices of the Port and shall be subject to such deductions and
withholding as are required by law and by the policies of the Port, from time to time in
effect. The Base Salary shall be at the rate of Three Hundred Fifty Thousand Dollars
($350,000.00) per year.

(b)     Performance Evaluation. The Commission shall annually review
and evaluate the performance of the Executive Director in accordance with the goals
and objectives developed jointly by the Commission and the Executive Director prior to
March 1 of each calendar year starting in 2019. The Executive Director shall be eligible
for Base Salary increases and other compensation based on the Commissioners'
evaluation  of Executive Director's performance.  The Executive Director  shall be
eligible for a performance base pay increase effective March 1, 2019 and March 1,
2020, consistent with the performance review cycle and common review date of non-
represented Port employees. Any performance based increases and/or compensation
shall be set by the Commission in public session and subject to public disclosure.

(0)      Standard Benefits.   In addition to the salary and other specically
described benets payable to Executive Director hereunder, the Executive Director shall
receive  such benets  as  are  available to  employees  through  the Salary  and Benets
Resolution as approved by the Port of Seattle Commission, including, without limitation,
life insurance, long term disability insurance, health coverage including medical, vision,
pharmacy and dental, and sick leave; provided, however, that to the extent there is a conict
between the terms of this Agreement and the Commission' 3 standard employee benets,

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the terms of this Agreement shall govern.  In addition to standard benefits provided in this
section, the Port shall also provide benets as described in Attachment A and incorporated
into this Agreement.

(d)     Relocation. The    Port    shall    provide    relocation    expense
reimbursement as described in Attachment B and incorporated into this Agreement to assist
the Executive Director in moving his residence from outside the State of Washington to the
Seattle area.

(e)      Salary & Benefits Resolution.     The Executive Director is subject
to the terms and conditions of the Port's current Salary & Benets Resolution and all
subsequent salary and benets resolutions; however, any terms, conditions, and adjustments
to pay or salary range for the Executive Director adopted in open session shall prevail over
relevant conicting  or inconsistent terms  and conditions in the applicable salary and
benets resolution.

2. Executive Director's Services.

Except as provided in this Agreement, the Executive Director shall (a) devote
his entire professional time, attention, and energies to his position with the Port, (b)
use his
best efforts to promote the interests of Port, (c) perform faithfully, loyally, and efciently
his responsibilities and duties, and (d) refrain from any endeavor outside of his employment
which interferes with his ability to perform his obligations. The Commission encourages the
Executive Director to be involved consistent with this section in national and local
non-
prot organizations, trade associations or civic organizations associated with the business of
the Port and for which the Port shall pay all reasonable dues and charges. Accordingly,
during the term of this Agreement the Executive Director may on his own time and expense
(e.g. after close of business or during Paid Time Off), serve as a member of a board of
directors of a nonprot or civic entity unrelated to the Port's business, provided that prior
to  accepting  or continuing any such  appointment,  the  Executive  Director  shall  obtain
approval of the Commission. Notwithstanding the foregoing, under no circumstances shall
the Executive Director participate as a member of any private board, regional or otherwise,
or a position on a board that is inconsistent with the requirements of Section 4 (Port Values,
Code of Conduct and Conicts of Interest) of this Agreement provided, however, that the
Executive Director may continue serving on or with the United States Defense Science
Board and the Navy Mutual Aid Association at his own expense.

3. Term and Termination of Agreement.

(a)      Term. The initial term of this Agreement shall commence on
February 1, 2018 (the "Effective Date") and shall end on February 1, 2021 unless
extended by written agreement, or terminated earlier. Nothing in this Agreement shall

prevent, limit or otherwise interfere with the right of the Commission by a majority
vote to terminate the services of Executive Director at any time, without notice,
subject only to the provisions set forth in Section 3(b)(i) of this Agreement. Nothing
in this Agreement shall prevent, limit or otherwise interfere with the right of the
Executive Director to resign at any time from his position, subject only to the
provisions set forth in Section 3(b)(ii) of this Agreement. The Port's policies and
procedures regarding discipline and termination of this Agreement are not intended to
and will not apply to the Executive Director's employment and this Agreement. The
Executive Director's employment is at the will of a majority of the Commission.

(b)     Termination and Severance Pay.

(i)   In the event the Executive Director's employment is involuntarily terminated by
action of the Commission at any time before January 30, 2021 and if the Executive
Director is willing and able to perform his duties under this Agreement, the Port shall

pay the Executive Director any payments or benets pursuant to Section 1 above
which have been earned but have not been provided through the date of termination
and a lump sum separation payment in the amount of nine (9) month's salary;
provided, however, that if the Executive Director's employment is terminated because
of "gross misconduct" or repeated, intentional or agrant disregard of the Port's Code
of Conduct, the Commission shall have only the obligation to provide payments or
benets pursuant to Section 1 above which have been earned but have not been
provided through the date of termination. For purposes of this Agreement, "gross
misconduct" shall mean conduct by the Executive Director amounting to criminal
conduct, fraud, dishonesty, malfeasance, or conduct by the Executive Director that
demonstrates a agrant and wanton disregard of and for the rights, title or interest of
the Port or the Executive Director's fellow employees, including but not limited to
repeated conduct by the Executive Director contrary to the policies or direction of the
Commission; or a material breach by the Executive Director of this Agreement.

(ii)   In the event the Executive Director elects to resign his position, the Executive
Director shall provide the Commission a minimum of forty-ve (45) days' notice and
he shall not be entitled to any severance pay.

(iii)   In the event the Commission and the Executive Director reach agreement
upon the
circumstances and timing of resignation by the Executive Director, the Port shall pay the
Executive Director any payments or benets pursuant to Section 1 above which have been
earned but have not been provided through the date of termination and a lump
sum
separation payment in the amount of two month's salary.

(iv)   The parties acknowledge and agree that any and all disputes arising under this
Section 3(b) shall be resolved as provided in Section 6(a) of this Agreement (Dispute
Resolution).

(v)    In the event the Executive Director is required to cooperate with the Port after
termination of his employment with respect of any claim, defense, investigation or other
civil or criminal proceeding, the Port shall pay his reasonable expenses.

4.     For    a]   5 Code of   onduct an   Confli  s of Int  r st.  The Executive
Director shall be subject to the provisions of the Port's Code of Conduct and the ethics
policies for current and former employees incorporated therein and hereby incorporated
by reference into this Agreement. The Executive Director represents and warrants that
upon the signing of this Agreement, he is not in violation of the Port's Code of Conduct
and its ethics policies.

5.      Protective Covenants.

(3)    Confidentiality. The Executive Director will have access to information
that is considered condential and/or proprietary.  "Confidential Information" includes all
information that (i) is treated by the Port as condential or proprietary; (ii) would
reasonably be viewed as condential; (iii) would reasonably be viewed as having value to
a competitor; or (iv) the Port is under an obligation to a third party to keep condential
whether or not disclosed in writing, or other xed media or disclosed in any other manner
(including oral, visual, or electronic disclosure). All Condential Information is the
property of the Port and the Executive Director shall exercise the highest degree of care in
safeguarding Confidential Information against loss, theft, or other inadvertent disclosure,
and take all steps reasonably necessary to maintain the condentiality of the Condential
Information subject to the requirements of the state of Washington's Public Records Act.
Executive Director shall not, without the prior written permission of the Port, directly or
indirectly, disclose to any person or use in his own or in any other person's business or for
the benet of any person or entity other than the Port, any Condential Information. This
obligation continues after the Executive Director leaves employment with the Port. The
restrictions on disclosure of Confidential Information do not apply to any information that
is generally available to the public (provided the Executive Director played no role in its
entering the public domain). If the Executive Director becomes legally obligated to
disclose any Condential Information (such as by a court subpoena), the Executive
Director shall give the Port prompt written notice so that it may obtain a protective order or
other appropriate remedy, and shall disclose only such information as the Executive
Director is legally required to disclose.

(b)    Return of Property. All equipment, records, les, manuals, forms, data,
materials, supplies, computer programs, tangible property, assets and all other information
or materials furnished by the Port or used on the Port's behalf, or generated or obtained
during the course of the Executive Director' s employment shall remain the property of the
Port (collectively "Port Property"). Upon termination of employment or at any time upon
the Port's request, the Executive Director shall return to the Port all Port Property. The
Executive Director shall certify in writing as of the date of termination that none of the
Port's Property remains under his control, or has been transferred to any third person.

(c)     Agreement Not to Compete. Upon the expiration or other termination of
this Agreement and the Executive Director's employment, the Executive Director agrees
that for two years thereafter, he will not accept employment with another port located on
the West Coast of the United States or Canada. The provisions of this Section 5 are in
addition to the provisions of Section CC3 (Former Employees) of the Port's Code of
Conduct.
((1)     Indemnity. The Port will indemnify, defend and hold the Executive
Director harmless from and against any and all allegations, suits, claims, legal proceedings
or other actions arising out of his performance of duties for or with the Port as set forth in
RCW 53.08.208.

6.     Miscellaneous.

(a)    Dispute Resolution. All disputes arising under the provisions of this
Agreement or the Executive Director's employment shall be resolved by binding
arbitration in accordance with American Arbitration Association rules governing
employment disputes. The arbitrator may award any remedy allowed under Washington
law. The Arbitrator shall have authority to resolve 'gateway disputes' such as the
scope of
this arbitration provision. The Port shall pay for all fees and charges of the Arbitrator. An
arbitration award may be led in an appropriate court for enforcement.

(b)    Warranties. Each party hereto covenants, warrants and represents that it
shall comply with all laws and regulations applicable to this Agreement, and that it shall
exercise due care and act in good faith at all times in performance of its obligations under
this Agreement.

(c)    Headings. Titles or captions of sections or paragraphs contained in this
Agreement are intended solely for the convenience of reference, and shall not serve to
dene, limit, extend, modify, or describe the scope of this Agreement or the meaning of
any provision hereof.

((1)    Waiver. A waiver by the Commission of any breach of this Agreement by
Executive Director shall not be effective unless in writing, and no such waiver shall
constitute a waiver of the same or another breach on a subsequent occasion.

(e)    Governing Law and Jurisdiction for Dispute Resolution. All questions
with respect to the construction of this Agreement or the rights and liabilities of the parities
hereunder shall be determined in accordance with the laws of the State of Washington
other than those relating to conicts of law.

(0   Severability. All provisions of this Agreement are severable. If any
provision or portion hereof is determined to be unenforceable in arbitration or by a court of
competent jurisdiction, then the remaining portion of the Agreement shall remain in full
force and in effect.

(g)    Force Majeure. Neither party shall be liable for failure to perfonn its
obligations under this Agreement due to events beyond that party's reasonable control,
including, but not limited to, strikes, riots, wars, re, acts of God, and acts in compliance
with any applicable law, regulation or order (whether valid or invalid) of any governmental
body.
(h)    Counterparts.  This Agreement may be executed in one (1) or more
counterparts, each of which shall be deemed an original and all of which taken together
shall constitute one (1) and the same instrument.

(i)     Entire Agreement and Amendment.   This Agreement:(i) constitutes the
entire agreement between the parties with respect to the subject matter hereof; (ii)
supersedes and replaces all prior agreements, oral and written, between the parties relating
to the subject matter hereof; and (iii) may be amended only by a written instrument clearly
setting forth the amendment(s) and executed by both parties.

IT IS SO AGREED, as evidenced by the signatures below:

Exec 'i    D rector                                       Port of Seattle Commission

.               1%                         By: W

Date:       \7/   \,a\//L 0 [/'f'              (Print name): all/W   .64905'2/

(Title): (/I w 'd'w

Date:   IHM/l?'

ATTACHMENT A

BENEFITS

Benets shall generally be governed by the terms and conditions of the Port's 2018
Salary & Benets Resolution and all subsequent salary and benets resolutions; however, any
terms, conditions and adjustments to pay or salary range for the Executive Director adopted in
open session shall prevail over relevant conicting or inconsistent terms and conditions in the
applicable salary and benets resolution, In addition to the benets listed in Section 1(c) of this
agreement, the Port shall also provide the following benets to the Executive Director .

1.  Paid Time Off/Sick Leave  The Executive Director will accrue PTO at the rate
specied in the Port's Leave Policy. However, during the rst year of employment, he
will have 19.6 days (156.8 hours) added to his PTO bank on his rst day of employment.
The Executive Director will be able to use the PTO in his bank immediately. Beginning
with the second year of employment, the Executive Director will accrue PTO per the
Port's standard PTO accrual rate. All other provisions of the Port's PTO plan will apply
to the Executive Director. The Executive Director will also accrue seven (7) days (.027
hours per hour paid) of Sick Leave each year.

Public Employment Retirement System  If eligibility requirements are met, the
Executive Director will participate in a Washington State Department of Retirement
Systems (DRS) PERS plan in accordance with the regulations that govern that plan. Both
the Port and the Executive Director will contribute to the Executive Director's PERS
plan, subject to the limitations on salary eligible for PERS contributions specied by the
IRS.
Deferred Compensation  The Executive Director will be eligible to participate in the
Port's 457 Deferred Compensation plan. This plan is a voluntary plan fully funded by the
Executive Director. If the Executive Director elects to participate in the 457 Deferred
Compensation plan, he will also be eligible to participate in the Port's 401 (a)
Supplemental Savings Plan that provides limited Port contributions as a match to the 457
plan contributions.
Parking  The Executive Director will have an assigned parking place on the Pier 69
apron as well as a parking access card with access to parking at the airport parking garage
to use for commuting and business pu1poses. The Port will impute income for the value
of any parking access that exceeds the IRS tax free fringe benet limit. The Executive
Director will have a choice in what type of airport parking garage access he will have,
and that choice will determine how much income will be imputed. Additionally, the
Executive Director will have the same vacation parking benets at the airport and the
waterfront garage as other Port employees.
Electronic Devices  Because the Executive Director is likely to work extended hours,
including nights and weekends, the Port will provide him for the term of this Agreement
such equipment and supplies, including a smart phone and lap-top, as may be
necessary
to equip his home ofce. The Port shall be responsible for payment of reasonable repair
and maintenance charges and costs attributable to such devices. Use of Port equipment

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will be consistent with Port polices as they may be modied from time to time. Upon
termination of this Agreement, Port equipment will be promptly returned to it.
6.  Legal Fees  The Port shall reimburse the Executive Director for reasonable fees
associated with negotiation and ratication of this Agreement.
7.  Travel - The Port shall pay reasonable travel expenses for the Executive Director
incurred with respect of Port business consistent with the Port's travel policies.

In the event there is a conict between the terms of this Agreement and the Commission's
standard employee benefits, the terms of this Agreement shall govern.

ATTACHMENT B

RELOCATION TERMS

Relocation reimbursement shall be generally governed by the Port's Relocation Expense policy.
The maximum amount of all relocation reimbursements to be paid by the Port is $100,000. The
following specic terms shall apply to the relocation of Executive Director in 2017 or 2018 from
residence outside the State of Washington to the Seattle area:

1.       Pre-Move House Hunting Expense. The Port will cover necessary and reasonable

expenses (including lodging, airfare, mileage, meals (excluding alcoholic beverages),
transportation, and rental car), for one trip with a maximum of four days for the Executive
Director and spouse or domestic partner to seek housing in the Seattle area. The Executive
Director will make the necessary arrangements for the trip.

2.       Household Goods and Personal Effects. The Port will reimburse Executive Director
up
to 100% of the cost of moving all normal household goods from the Executive Director's current
'
to new residence.

Reimbursement will not be made to move boats, livestock, rewood, pets, perishable plants and
foods, or race cars. The Port will reimburse the relocation of two family vehicles. (This includes
mileage reimbursement or shipping by the moving company or by auto transport.) The Port will
reimburse up to 100% of the cost of temporary storage for up to 60 days after goods
are removed
from the current home and before deliver to the new home. The Port is not liable for loss
or
damage to goods or effects while in transit. Executive Director will make the necessary
arrangements.

3.       Travel Expenses for Final Move. The Port will reimburse the Executive Director for

one-way travel for him and his family to the Seattle area, including airfare or mileage, meals
(excluding alcohol), and necessary lodging en route.
4.       Temporary Housing and Auto Expenses. In addition to the Relocation Reimbursement
set out in Section 7 of this Attachment B, the Port will reimburse Executive Director
up to 100%
of temporary housing expenses for up to six months provided that he
may continue to reside in
such housing thereafter at his own expense.

5.       Home Sale Expense. The Port will reimburse certain actual closing and selling costs

upon presentation of a closing statement. These include real estate commissions, attorneys' fees,
title fees, escrow fees, points or loan placement charges, state transfer taxes, and similar

expenses.

6.       Home Purchase Expense. The Port will reimburse customary settlement charges in the
purchase of a house. These charges include, as required, attorneys' fees, escrow fees, appraisal
fees, title costs, points or loan placement charges not representing the payment or prepayment of
interest, and sundry expenses connected with the purchase of Executive Director's
new home in
the Seattle area.

7.       Reimbursement. Executive Director is responsible for maintaining itemized receipts and
submitting them to the Port's Human Resources Department. All expenses must be incurred, and
receipts received by the Port HR within eighteen (18) months of February 1, 2018.
8.       Taxes. Federal tax law requires the Port to report certain expenses and reimbursements it

pays on behalf of employees as taxable income. The Port will make a determination of taxability
on reimbursements and taxes will be withheld through the Port's payroll system.

9.       Repayment upon Early Termination by Executive Director. Executive Director

agrees to pay back all reimbursement amounts received if he chooses to end his employment
'
within the rst of year of his employment.




















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