CHIEF EXECUTIVE OFFICER RETENTION AGREEMENT


THIS EMPLOYMENT AGREEMENT (the "Agreement") is made effective as of the
1St day of January, 201 l, by and between the PORT COMMISSION OF THE PORT OF
SEATTLE, a municipal corporation of the State of Washington ("Commissioners")
and TAY YOSHITANI ("CEO").

WHEREAS, the Commissioners employed CEO as Chief Executive Ofcer of the Port
of Seattle ("Port") effective March 1, 2007; and

WHEREAS, the Commissioners desire to retain CEO in the position on the terms and
conditions set forth below, and CEO desires to continue his employment on such terms and
condition to ensure the CEO's continuing employment for at least three and one-half (3 1/2)

years from the effective date of this Agreement; and

WHEREAS, providing for continuity of leadership through the duration of this
Agreement and a reasonable transition to period is of great importance to the continuing
successil operation of the Port;

WHEREAS, Port Commission Resolution No. 3609 ("Resolution"), provides that any
terms and conditions of a negotiated agreement between the Commissioners and CEO shall
prevail over any relevant conicting or inconsistent terms and conditions in the Resolution;

NOW, THEREFORE, in consideration of the continued employment of CEO by the
Commission and the mutual agreements hereinafter set forth, receipt, adequacy and sufciency
of which are hereby acknowledged, the parties agree as follows:

1.   Compensation, Benets and Reimbursements.

(a)    Annual Base Sala.  In consideration for his service under the terms of
this Agreement, the Port shall pay to 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 Sixty-six Thousand Eight Hundred Twenty-ve Dollars ($366,825.00) per year.

(b)   Pay for Performance Based Increases. CEO shall be eligible for future
annual base salary increases derived from the Commissioners' evaluation of CEO's performance
consistent with the Port's Pay for Performance policy and annual Pay for Performance matrix.

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Commission CEO Went-Kemet

CEO shall receive the maximum increase available under the matrix for the applicable
performance rating established by the Commissioners at the beginning of each year.

(0)    Post Agreement Retainer. CEO, at the conclusion of his service to the
Port as its CEO, shall render ongoing advice and counsel to his successor and the Commissioners
for a period of one (1) year. In return CEO shall be paid four (4) quarterly installments of
Twenty-ve Thousand Dollars ($25,000.00) paid at the end of each quarter for a total payment
of One Hundred Thousand Dollars ($100,000.00), subject to such deductions and withholding
as

are required by law and by the policies of the Port, from time to time in effect; provided that, if
this agreement is terminated for "gross misconduct" or by mutual agreement pursuant to Section
3 of this Agreement prior to June 30, 2014 (or the Renewal Date if applicable), this retainer
provision is null and void unless otherwise agreed upon in writing by CEO and Commission.

(d)   Vacation Leave. CEO shall have two additional weeks per year of Paid
Time-off ("PTO") in addition to his regularly accrued PTO.

(e)    Standard Benets. In addition to the salary and other specically
described benets payable to CEO hereunder, CEO shall receive such benets
as may be made
available to employees generally by the Commissioners 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 conict between the terms of this Agreement and the Commission's standard employee
benets, the terms of this Agreement shall govern; and providedfurther, CEO has waived Port
provided medical insurance. For as long as CEO continues to waive Port provided medical
insurance he shall be paid the Port's cost per employee for the Port medical plan most closely
equivalent to CEO's non-Port medical insurance in addition to all other compensation received,
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. In the event CEO'S coverage
under his current medical insurance plan terminates for
any reason, immediately upon CEO's
notication to the Port's Human Services Director, CEO shall become enrolled at the earliest
opportunity in a Port provided medical insurance plan and payment to CEO of the equivalent
value of said coverage shall immediately cease.

(i)     No Other Modifications. Other than as specically provided in this
Agreement, the terms and conditions of CEO's total compensation package at the time of CEO's
initial hire, attached hereto as Exhibit A and incorporated herein by this reference, shall remain
the same.

2.   Participation as a Member of a Private Sector 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

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Time-Off), participate as a member of a Board of Directors for a private entity; provided, that
prior to accepting such appointment, the Port's General Counsel determines that CEO's
participation would not create or appear to create a conict of interest, or is contrary to any other
provision of the Port's Code of Ethics for Employees.

3.   Term and Termination of Agreement.

(a)    m. The initial term of this Agreement shall commence on January 1,
2011 (the "Effective Date") and shall end on June 30, 2014, unless
sooner terminated as
provided in Section 3(b) below. The term of this Agreement shall automatically renew (the
"Renewal Term") for an additional one (1) year term (following the initial three and one-half (3
1/2) year term) unless written notice of non-renewal is submitted by either party to the other, no
less than one-hundred eighty (180) days prior to the end of the initial three and one-half (3 1/2)
year term.

(b)   Termination. This Agreement and CEO's employment by the
Commissioners hereunder may be terminated: (i) by the mutual written agreement of CEO and
the Commissioners; (ii) by the Commissioners for "gross misconduct" (as dened, and pursuant
to the procedures set forth, below); and (iii) by one-hundred eighty days written notice by either
party of non-renewal of the Agreement for a fourth year.

For purposes of this Agreement, "gross misconduct" shall mean conduct by CEO
amounting to criminal conduct, fraud, dishonesty, malfeasance, or conduct by CEO that
demonstrates a agrant and wanton disregard of and for the rights, title or interest of the Port
or
CEO's fellow employees, including but not limited to repeated public conduct by CEO contrary
to the policies and direction of the Commissioners; or a material breach by CEO of this
Agreement, if such breach is not cured within sixty (60) days after written notice thereof from
the Commissioners to CEO.

(0)    Effect of Termination. Upon the termination of CEO's employment
hereunder, the Commissioners shall have no further obligation to CEO or his agents,
representatives, heirs, or estate with respect to this Agreement or his employment by the
Commissioners, except as provided in Section 3(d) below.

(d)   Termination Payment. Except as otherwise provided herein, the
compensation and termination payments provided pursuant to this Section 3 shall be paid at such
times and in such manner as payments normally would be made under Section 2 above and shall
be subject to deductions and withholding as provided in Section 2(a) above.

(i)     In the event this Agreement and CEO's employment hereunder are
terminated by mutual agreement pursuant to Section 3(b)(i) above, CEO's termination payments,
if any shall be as mutually agreed in writing by CEO and the Commissioners.

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(ii)     In the event this Agreement and CEO's employment hereunder are
terminated for gross misconduct pursuant to Section 3(b)(ii) above, the Commissioners' sole
obligation to CEO shall be the provision of any payments or benets pursuant to Section 2 above
which have been earned but have not been provided through the date of termination.

(iii)    In the event either party elects with proper notice not to exercise
the renewal term no additional termination payment shall be due. Non-renewal shall not relieve
CEO nor the Commissioners of their respective obligations under Section 1(0), Post Termination
Retainer, unless otherwise agreed upon in writing.

(iv)   In the event the Commissioners wrongfully terminate CEO under
the provisions of this Agreement (as may be determined pursuant to the dispute resolution
provisions in paragraph 6.(a) below) and such termination occurs before June 30, 2014 (or prior
to the end of the Renewal Term if applicable), CEO shall be paid a lump sum amount
representing the prorated balance owed under the contract (unpaid base salary, and deferred or
other unpaid compensation) from the date of termination to June 30, 2014 (or the end of Renewal
Term is applicable); and in addition shall be paid one additional
year of compensation (base
salary, earned bonus, plus $50,000.00). Said lump sum shall be paid to CEO no later than fteen
(15) days after a finding that CEO was wrongfully terminated.

4.    Conicts of Interest. 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)    Condentiality. In the course of his employment by the Commission
CEO will have access to condential information. CEO agrees to maintain the strict
condentiality of all condential information during the term of this Agreement and thereafter,
subject to the requirements of the state of Washington's Public Records Act. This provision
shall survive the termination of this Agreement indenitely.

(b)   Agreement Not to Compete. Upon the expiration or other termination of
this Agreement, CEO agrees that for two years thereafter, CEO will not accept employment with
another Washington State port. 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.



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6.   Miscellaneous.

(a)    Dispute Resolution. All disputes arising under the provisions of this
Agreement shall be resolved by binding arbitration in accordance with American Arbitration
Association rules or any other method of arbitration mutually agreed to by the parties.

(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.

(d)      Waiver. A waiver by the Commissioners 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.

(D     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 Maieure. 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, 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



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(i)        Entire Agreement and Amendment. This Agreement: (1)
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.

*******



IN WTINESS WHEREOF, the Commissioners and CEO have each executed and
delivered this Agreement as of the Effective Date.

Chief Executive Ofcer                Port of Seattle Commission



(Date)  2/; i (all .     (Title) President, ~Port Commission .

(Date)  Mazgh 1, 2911 .









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