EXECUTIVE DIRECTOR
EMPLOYMENT AGREEMENT 

This EMPLOYMENT AGREEMENT (the "Agreement") is made effective as
of the day of _____________ by and between the PORT COMMISSION OF THE
PORT OF SEATTLE, a municipal corporation of the State of Washington
("Commission'1  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 Sixty-Three Thousand,
Three Hundred Dollars 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. 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 of each calendar year consistent with the performance
review cycle and common review date of non-represented  Port employees. The
Commission acknowledges that Executive Director chose to forego a salary increase for
2020 and that, instead, the Commission provided an additional 100 hours of paid time off.
Any performance based increases and/or compensation shall be set by the Commission in
public session and subject to public disclosure. 
(c)     Standard Benefits. In addition to the salary and other specifically
described benefits payable to Executive Director hereunder, the Executive Director shall
receive such benefits as are available to employees through the Salary and Benefits 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 conflict between the
terms of this Agreement and the Commission's standard employee benefits, the terms of this
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Agreement shall govern. In addition to standard benefits provided in this section, the Port shall
also provide benefits as described in Attachment A and incorporated into this Agreement. 
(d)     Salary & Benefits Resolution.     The Executive Director is subject
to the terms and conditions of the Port's current Salary & Benefits Resolution and all
subsequent salary and benefits resolutions; however, any terms, conditions, and adjustments
to pay or salary range for the Executive Director adopted in open session shall prevail over 
relevant conflicting or inconsistent terms and conditions in the applicable salary and
benefits 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 efficiently his
responsibilities and duties, and (d) refrain from any endeavor outside of his Port employment
which interferes with his ability to perform his Port obligations. The Commission encourages
the Executive Director to be involved consistent with this section in national and local
non-profit 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 non-profit 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 Conflicts of Interest) of this Agreement provided, however, that the Executive
Director may continue serving on or with the United States Defense Science Board at his own
expense. 
3. Term and Termination of Agreement. 
(a)      Term. The term of this Agreement shall commence on
February 1, 2020 (the ''Effective Date') and shall end on January 31, 2014, unless
extended by written agreement, or terminated earlier. Nothing in this Agreement shall 



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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 31, 2024 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 benefits 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 for
"Good Reason," 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. "Good reason" shall mean (i) the Executive
Director's willful and continued failure to substantially perform the duties and
obligations under this Employment Agreement, other than because of disability, 
which failure, if curable within the discretion of the Commission, is not cured to the
reasonable satisfaction of the Commission within thirty (30) days after receipt of
written notice from the Commission of such failure; (ii) Executive Director's failure
or refusal to comply with reasonable written policies, standards and directives
established by the Commission which failure or refusal, if curable, is not cured to the
reasonable good faith satisfaction of the Commission within thirty (30) days after
receipt of written notice of such failure or refusal from the Commission; (iii) any act
of "gross misconduct" which shall mean conduct by the Executive Director
amounting to criminal conduct, fraud, dishonesty, malfeasance, or conduct by the
Executive Director that demonstrates a flagrant and wanton disregard of and for the
rights, title or interest of the Port or the Executive Director's fellow employees; (iv)
the Executive Director's violation of a federal or state law or regulation applicable to
the Port's operations, which violation was or is reasonably likely to be materially
injurious to the Port; (v) the Executive Director's conviction of, or a plea of nolo
contendre or guilty to, a felony under the laws of the United States or any state; or (vi)
the Executive Director's material breach of the terms of this Agreement if such breach
is not cured (if capable of cure) within thirty (30) days after receipt of written notice
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of such breach from the Commission. "Good reason" shall also include resignation by
the Executive Director because of material breach of the terms of the Agreement by
the Commission if such breach is not cured (if capable of cure) within thirty (30) days
after receipt from the Executive Director of written notice of breach. 
(ii)   In the event the Executive Director elects to resign his position, the Executive
Director shall provide the Commission a minimum of forty-five (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 benefits 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)    The Executive Director shall cooperate with the Port after termination of his 
employment with respect of any claim, defense, investigation or other civil or criminal
proceeding in which his cooperation is requested by the Port. In such events, the Port
shall pay his reasonable expenses and for this time in excess of three hours in any one
event, such payment to be at his regular daily rate of salary as of termination of his
employment. 
4.     Port Values, Code of Conduct and Conflicts of Interest. 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. 
(a)    Confidentiality. The Executive Director 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
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(including oral, visual, or electronic disclosure). All Confidential 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 confidentiality of the Confidential
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 benefit of any person or entity other than the Port, any Confidential 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 Confidential 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, 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 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 eighteen months thereafter, he will not accept employment with another port
located in 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. 
(d)    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
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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. The 
arbitration shall occur in Seattle, King County, Washington. An arbitration award may be
filed 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
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
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 conflicts of law. 
(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
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
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entire agreement between the patties 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: 

Executive Director                                  Port of Seattle Commission 

_______________________                       ___________________________ 
Date __________________                        By ________________________ 
Its ________________________ 
Date _______________________ 











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ATTACHMENT A
BENEFITS 
Benefits shall generally be governed by the terms and conditions of the Port's 2018
Salary & Benefits Resolution and all subsequent salary and benefits resolutions; however, any
terms, conditions and adjustments to pay or salary range for the Executive Director adopted in
open session shall prevail over relevant conflicting or inconsistent terms and conditions in the
applicable salary and benefits resolution, In addition to the benefits listed in Section l(c) of this
agreement, the Port shall also provide the following benefits to the Executive Director. 
1.  Paid Time Off/Sick Leave - The Executive Director will accrue PTO at the rate
specified in the Port's Leave Policy. However, during the first year of employment, he
will have 19.6 days (156.8 hours) added to his PTO bank on his first 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. 
2.  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 specified by the 
IRS. 
3.  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. 
4.  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 purposes. The Pmt will impute income for the value
of any parking access that exceeds the IRS tax free fringe benefit 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 benefits at the airport and the
waterfront garage as other Port employees. 
5.  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 office. 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 modified 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 ratification 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.
For any airplane flights of four hours or more in duration, Executive Director
may choose to have business class or equivalent fare.
In the event there is a conflict between the terms of this Agreement and the Commission's
standard employee benefits, the terms of this Agreement shall govern. 














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