CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT 

ThisEMPLOYMENT AGREEMENT (the "Agreement") is made effective 
as  of  the  twenty-ninth  day  of  September  2014,  by  and  between  the  PORT 
COMMISSION OF THE PORT OF SEATTLE, a municipal corporation of the 
State of Washington ("Commission") and Ted Fick ("CEO").
1.      Compensation, Benefits and Reimbursements. 
(a)    Annual Base Salary.  In consideration for his service under the 
terms of this Agreement, the Port of Seattle ("Port") shall pay to the CEO 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)    Pay  for  Performance   Based  Increases  and/or  Bonus
Compensation.  The Commission shall review and evaluate the performance of the
CEO in accordance with goals and objectives developed jointly by the Commission and
the CEO. The CEO shall be eligible for salary increases and/or bonus compensation 
basedon the Commission's evaluation of CEO's performance consistent with the Port's 
Pay  for  Performance  policy.  Any performance based increases and/or bonus
compensation shall be set by the Commission in public session.
(c)    Standard Benefits.  In addition to the salary and other specifically 
described benefits payable to CEO hereunder, the CEO shall receive such benefits as 
may be made available to Port employees generally by the Commission  from time to 
time, including, without limitation, life insurance, medical  insurance, dental insurance, 
long-term disability insurance, short-term disability insurance, and extended illness leave; 
provided,  however, that  to  the  extent there  is a  conflict  between  the  terms  of  this 
Agreement  and  the  Commission' s standard  employee  benefits,  the  terms  of  this 
Agreement shall govern.
(d)    Relocation.    The  Port  shall  provide   relocation  expense
reimbursement as described in Attachment A.
(e)    Salary & Benefits Resolution. The CEO is subject to the terms and
conditions of the Port's 2014Salary & Benefits Resolution No.3686 and all subsequent 
salary and benefits resolutions; however, any terms, conditions, and adjustments to pay or
salary range for the CEO adopted in open session shall prevail over relevant conflicting or
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inconsistent terms and conditions in the applicable salary and benefits resolution.
2.       CEO's Services. 
The CEO 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 efficiently his responsibilities and duties, and (d) refrain
from any endeavor outside of his employment which interferes with his ability to perform
his obligations.  Notwithstanding the foregoing provisions, during the term of this
Agreement the CEO may on his own time (e.g. after close of business or during Paid Time-
Off), serve as a member of a board of directors of a non-profit or for-profit entity; provided,
(i) that no service on a for-profit board shall occur in the first two years of this Agreement; 
(ii) that the CEO shall not serve on any for-profit board of directors for entities doing
business in aviation, real estate, warehousing, maritime or logistics, or otherwise doing 
business related to Port activity; and (iii) that prior to accepting such appointment, the CEO
shall obtain approval of the Commission.  The Commission encourages the CEO to be
involved consistent with this section in local non-profit organizations or trade associations.
In all events, such service shall not occur if it will create an actual conflict of interest or will
reasonably create an appearance of conflict of interest. The Commission has been informed
that the CEO currently serves as a member of the board of directors of United States
Distilled Products, and the CEO has agreed to resign this position by March 31, 2015.
3.      Term and Termination of Agreement. 
(a)     Term. This Agreement shall commence on September 29, 
2014 (the "Effective Date") and shall end on September 30, 2017. 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 CEO 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 CEO
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 employment are not intended to and will not apply
to the CEO's employment and this Agreement. The CEO's employment is at the
will of a majority of the Commission.
(b)     Termination and Severance Pay. 
(i)     In  the  event  the  CEO's  employment  is  involuntarily
terminated by action of the Commission at any time before September 30, 2017 and if the
CEO is willing and able to perform his duties under this Agreement, the Port shall pay the
CEO any payments or benefits pursuant to Section 1 above which have been earned but
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have not been provided through the date of termination and a lump sum separation
payment in the amount of one-half year's base salary; provided, however, that if the CEO's
employment is terminated because of "gross misconduct," the Commission shall have only
the obligation to provide payments or benefits 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 CEO amounting to criminal
conduct, fraud, dishonesty, malfeasance, or conduct by the CEO that demonstrates a
flagrant and wanton disregard of and for the rights, title or interest of the Port or the CEO's
fellow employees, including but not limited to repeated public conduct by the CEO
contrary to the policies and direction of the Commission; or a material breach by the CEO
of this Agreement, if such breach is not cured within sixty (60) days after written notice
thereof from the Commission to the CEO.
(ii)    In the event the CEO elects to resign his position, the CEO
shall provide the Commission a minimum of forty-five (45) days' notice and he shall not
be entitled to any severance pay.
4.    Conflicts of Interest.  The CEO 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. 
5.    Protective Covenants. 
(a)  Confidential Information.  The CEO will have access to information that is
considered confidential and/or proprietary. "Confidential Information" includes all information
that (i) is treated by the Port as confidential or proprietary; (ii) would reasonably be viewed as
confidential; (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 confidential whether or not disclosed in writing, or
other fixed media or disclosed in any other manner (including oral, visual, or electronic
disclosure). All Confidential Information is the property of the Port and the CEO 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 confidentiality of
the Confidential Information subject to the requirements of the state of Washington's Public
Records Act. CEO 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
benefit of any person or entity other than the Port, any Confidential Information. This obligation
continues after the CEO 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 CEO played no role in its entering the public domain). If the CEO becomes legally
obligated to disclose any Confidential Information (such as by a court subpoena), the CEO 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 CEO is legally required to disclose. 

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(b)    Return of Property.  All equipment, records, files, 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 CEO'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 CEO
shall return to the Port all Port Property. The CEO 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 CEO's employment, the CEO agrees that for two years thereafter,
he will not accept employment with another port located on the West Coast of North
America. The provisions of this Section 5 are in addition to the provisions of Section CC-3
(Former Employees) of the Port's Code of Conduct. 
6.    Miscellaneous. 
(a)   Dispute Resolution. All disputes arising under the provisions of this
Agreement shall be resolved by binding arbitration in Seattle, Washington in accordance
with the American Arbitration Association rules governing employment disputes. 
(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
define, limit, extend, modify, or describe the scope of this Agreement or the meaning of
any provision hereof. 
(d)   Waiver. A waiver by the Commission of any breach of this Agreement by
CEO 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. 
(f)    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

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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 perform its
obligations under this Agreement due to events beyond that party's reasonable control,
including, but not limited to, strikes, riots, wars, fire, 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:
Ted Fick                          Port of Seattle Commission 

____________________________ _______________________________ 
Date: _______________________          (Print name): ___________________ 
(Title): ________________________ 
Date: __________________________ 




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