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SUBJECT:

APPOINTING PAUL J. WIEDEFELD AS GENERAL MANAGER AND CHIEF


EXECUTIVE OFFICER

RESOLUTION
OF THE
BOARD OF DIRECTORS
OF THE
WASHINGTON METROPOLITAN AREA TRANSIT AUTHORITY

WHEREAS, Pursuant to Compact section 9(a), the General Manager and Chi'ef Executive
Officer (GM/CEO) is the person responsible for all activities of the Autr ority, subject to
policy direction of the Washington Metropolitan Area Transit AuthoriW. (WMATA) Board
of Directors; and
WHEREAS, The GM/CEO is an Officer of WMATA; ana
WHEREAS, Mutually acceptable terms for the retention of Paul J. Wiedefeld's services
have been negotiated; now, therefore be it
RESOLVED, That the Board of Directors authorizes the Board Chair to execute the
contract with Paul J. Wiedefeld to serve as Metro's GM/CEO, which is consistent with
the attached term sheet; and be it further
RESOLVED, That Paul J. Wiedefeld is hereby appointed GM/CEO; and be it finally
RESOLVED, That as a Resolution dealing with internal management, this Resolution
shall be effective immediately.

Reviewed as to form and legal sufficiency,

Mark R. Pohl
Acting General Counsel

WMATA File Structure No.:


2.6 Executive Appointment and Compensation

Term Sheet for


Paul J. Wiedefeld,
WMATA General Manager and Chief Executive Officer

Start date of November 30, 2015

Four year agreement

Standard WMATA Relocation Benefit plus an additional $4,000 per month


allowance for first six months for temporary housing

Salary of $397,500

Annual Bonus eligibility of up to 20% of salary at Board discretion, based on


performance against defined goals

Reimbursement for cost of annual physical examination

Reimbursement for contract review fees

Standard WMATA benefits (Annual Leave, WMATA-paid Deferred Compensation,


WMATA Defined Contribution Retirement Plan etc.)

Option to waive health benefits and take dollar amount equivalent to WMATA
contribution

Standard Provisions for Termination with or without cause by either party with
defined severance payments under certain conditions