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THE WAYDEFINING THE PROPER BRAND 03.10.2017 A COLLEAGUE HANDBOOK for SAN FRANCISCO January 2018



What is Proper? This isn’t our first rodeo. Seventeen years ago, we launched our first hotel management company and brand. We grew the company from the one that managed a single hotel to one that designed, programmed and managed lifestyle hospitality projects—including residential and hotel—on our own behalf and for sophisticated developers all over the world. Now we are doing it again, but smarter, having learned from our experiences of the last decade and a half. Proper is our newest addition. Proper started as a feeling, not as an idea. The feeling was something akin to empathy; an acute awareness that despite the current proliferation of “boutique” and “lifestyle” hotels and residences, there were precious few properties designed for and around today’s global creative class. Many creatives share the same daunting challenge: staying fresh and focused, energized and inspired even while bouncing around on business and leisure travel. For them, intuitive service is a given. What they need and seek beyond accommodation, even at its most luxurious, is inspiration from their world. From the elevated and often surprising interiors imagined by Kelly Wearstler. From the sense of immersion in, and connection to, the vibrancy of the local culture. From the highly curated amenities. From the inspired collaborations with the city’s best and most innovative chefs and mixologists. From the music and the art. From every detail, every interaction, every moment. This is only Proper. And no one else. 6

Proper Culture The Proper Way: The Colleague Guide A LIFE WELL LIVED There was a time when every great city had a grand hotel. Like the museums, monuments, town squares and watering holes, these hotels were proud emblems of the culture, character, class and accomplishments of the local community. They treated their guests with respect, anticipating their every need while making travel easier, more delightful and fun. They also welcomed their neighbors, offering a home for civic and family activity. Somewhere along the way, the great tradition of grand hotels began to fade. But we are bringing it back. BECAUSE WE THINK IT’S TIME, ONCE AGAIN, FOR A PROPER HOTEL. Proper takes great care to select the very best person for every job and goes to exceptional lengths to find and recruit “Proper People.” I have been hand-selected because of my personality, skills, knowledge and experience, but above all because I share Proper’s commitment to delivering creative service. 11

PROPER CULTURE COME AS YOU ARE The Proper Way: The Colleague Handbook Proper isn’t about being homogeneous, it’s about the genius of diversity. Proper hires colleagues based on many factors, and a positive attitude, sense of teamwork, and experience are key attributes we look for, and in doing so, complies with all legal requirements. Proper prohibits any employment decision from being made (or not made) based upon any protected classification under local, state or federal law. Our guests, visitors, neighbors, and colleagues come from every part of the world. Our languages, religious beliefs, cultures and traditions are varied and should be celebrated. Our goal is that each person will feel respected and welcomed, and will want to understand and value the genius and gift of diversity. Proper and I will tirelessly treat every colleague, guest, neighbor and visitor with dignity, fairness and respect. We will always endeavor to select and retain the best-qualified individuals based upon job-related qualifications and regardless of any protected group status under the law. This policy includes recruitment, selection, transfers, promotions, scheduling, training assignments, discipline, compensation, benefits, separation or any other term of employment discussed in The Proper Way. 13

THE PROPER WAY The Proper Way: The Colleague Handbook My Personal Employment Contract with Proper Proper recognizes my valuable service as a colleague, and agrees this __ day of ______________, 20____, to provide me with the benefits described in The Proper Way. In return, I, ______________________________ agree to abide by the principles, goals and policies in The Proper Way. I acknowledge that the conditions contained in The Proper Way may be amended in writing from time to time by an agreement between me and Proper. I have read The Proper Way carefully and I promise to: • Abide by Proper’s policies and uphold its standards; • Deliver exceptional service to our guests; • Accept my compensation and benefits; • Use SH.A.R.E. (Share, Arbitrate & Resolve for Employees) first for all complaints even if I have exercised my right to opt-out of the arbitration provisions of SH.A.R.E.; and • Unless I have exercised my right to opt-out, use the arbitration procedure described in SH.A.R.E. as the exclusive method of resolving any dispute I may have based on, related to, or arising out of my application, hiring, employment and/or end of employment. Proper promises to comply with its obligations under The Proper Way by: • Treating me fairly and with dignity and respect; • Providing competitive compensation and benefits; • Following the SH.A.R.E. whenever I wish to raise an issue or concern; • Maintaining an open-door policy for our communication; • Providing opportunities for learning and career development; • Providing access to the arbitration procedure described in the DRP at a minimum cost to me for the arbitrator’s expenses and fees; and • Utilizing SH.A.R.E. as its exclusive remedy for resolving any disputes related to, or arising out of my application, hiring, employment or end of employment. The term of The Proper Way is one (1) year and shall be automatically renewed, but will end if any of the following occurs: • I voluntarily resign; • I am permanently laid off; • I am involuntarily terminated (I can still pursue my rights under the SH.A.R.E. and I am subject to the arbitration provisions unless I have opted-out); or • I choose to remain an “At Will” colleague and provide written notice to Human Resources of my decision. 73

Proper and I, ______________________________, acknowledge and understand our unique contractual employment relationship, effective throughout the duration of my employment. The Proper Way is the entire agreement between me and Proper unless modified in writing. Any written modifications to this Agreement will supersede certain defined parts of The Proper Way and this Agreement. Proper employs me under the terms of The Proper Way and my performance supports this contract. Our signatures confirm our mutual agreement to this philosophy, these goals, and all the rights and responsibilities in the employment contract created by The Proper Way as may be modified in writing by Proper from time to time after completion of my 90-day Introductory Period. _______________________ _______________________ Colleague Signature General Manager _______________________ Print Colleague Name The Proper Way: The Colleague Handbook 74

AQUAPACT EMPLOYEE HANDBOOK AUGUST 2018

4 | AquaPact

A TREASURED GIFT Twenty years after co-founding The Home Depot in Atlanta in 1979, Bernie and Billi Marcus wanted to present Georgians with a gift that would educate, entertain, and ensure economic growth in the city. Along with generous contributions to conservation and environmental research worldwide, the Marcus’ donated $250 million to create their visionary gift to Atlanta: Georgia Aquarium. Opened in November 2005, Georgia Aquarium has given millions of visitors the opportunity to see tens of thousands of marine animals and foster personal connections with the aquatic world. Thanks to Bernie and Billi, this Atlanta landmark continues to be a place where guests can learn to appreciate the wonders of our one world ocean. |5

WHAT’S INSIDE OUR PURPOSE 8 AN OCEAN OF DIFFERENCES 12 HOW CAN I SUCCEED? 16 HOW DO WE DO THINGS HERE AT GAI? 18 WHAT DO I GET OUT OF WORKING HERE? 26 HOW DO I TAKE TIME OFF? 28 HOW AM I COMPENSATED? 30 HOW DO I STAY SAFE? 34 HOW DO I SAY GOODBYE? 36 IMPORTANT FORMS 38



OUR PURPOSE We at Georgia Aquarium serve a unique purpose: we are committed to education, preservation, exceptional animal care, and research to protect marine life around the globe. In Atlanta, we inspire, educate, and entertain guests from around the world every day. Each guest has the opportunity to experience the aquatic biodiversity of the aquatic world by way of our hundreds of exhibits, tens of thousands of animals, and seven major galleries. It takes every member of our community to ensure that each guest is inspired by our work. 8 | AquaPact

AQUAPACT MY COMPLETE PERSONAL CONTRACT WITH GAI Georgia Aquarium, Inc. [hereinafter referred to as “Georgia Aquarium”] recognizes my valuable service as an employee, and agrees this _______ day of _______________________, 20____, to provide me with the benefits described in my AquaPact. In return, I, ____________________________________________, agree to abide by the principles, goals, and policies in this AquaPact. I acknowledge that the conditions contained in AquaPact may be modified in writing from time to time by Georgia Aquarium as contemplated on page ___ of this contract. I have read AquaPact and promise to: • Abide by Georgia Aquarium’s goals and standards; • Accept my compensation and benefits; • Use D.I.V.E. first for all complaints even if I have exercised my right to opt out of the mediation/ arbitration provisions of D.I.V.E.; and • Use the mediation/arbitration procedure described in D.I.V.E. as the exclusive method of resolving any dispute I may have relating to termination of my employment and/or claims of employment discrimination, harassment, or wage and hour violations, unless I have exercised my right to opt out. Georgia Aquarium promises to comply with its obligations under AquaPact by: • Treating me with dignity and respect; • Providing competitive compensation and benefits; • Following D.I.V.E.; • Providing opportunities for learning and career development; • Providing access to the mediation/arbitration procedure in D.I.V.E. at a minimum cost to me for the arbitrator’s expenses and fees; and • Utilizing D.I.V.E. as its exclusive remedy for resolving any disputes relating to my termination and/or claims of employment discrimination, harassment, or wage and hour violations. The term of AquaPact is one (1) year and is automatically renewed, but will end if following occurs: • I voluntarily resign • I am permanently laid off • I am involuntarily terminated (I can still pursue my rights under D.I.V.E.) • I choose to remain an “At Will” employee Georgia Aquarium and I, ________________________________________, acknowledge and understand this unique AquaPact relationship, effective through the duration of my employment. AquaPact is the entire agreement between me and Georgia Aquarium, unless modified by specific letter, the terms of which supersede certain defined parts of AquaPact. Georgia Aquarium employing me pursuant to the terms and my working under AquaPact terms support this contract. Our signatures confirm our mutual agreement to this philosophy, these goals, and all the rights and responsibilities in this AquaPact or as modified in writing by Georgia Aquarium. We agree that this AquaPact shall become effective after successful completion of my ninety (90) day probationary period. _______________________________ _______________________________ Human Resources Representative Team Member Signature Important Forms | 43

EMPL HAND Our Commitmen

LOYEE DBOOK nt to Each Other





TABLE OF CONTENTS



Avra Culture 10 48 A Avra Relationship 14 52 A 56 M Avra Policies 22 59 Im Avra Image 32 Avra R&R 43

Avra Perks & Benefits Avra Safety & Security Moving On... mportant Forms

AVRA CU

ULTURE

Avra C SERVING GUESTS We have built our reputation on delivering superior hospitality to our guests. Throughout the daily completion of my job duties, I will work with the intent to produce an exceptional experience for our guests. If I have any ideas about how we can improve our guests’ experience, I know that I can bring them to management because Avra values my opinion and ideas. CELEBRATING DIVERSITY Avra recognizes the genius of diversity, and is committed to creating a work environment in which team members can exercise their creativity and do something meaningful. This means we always treat everyone with fairness, respect and equality. Avra will always provide me and my fellow team members with equal employment opportunities regardless of race, color, religion, sex, pregnancy, sexual orientation, gender identity or expression, LGBTQ status, national origin, age, disability, genetic information, veteran status or any other basis protected by law. I will always treat our guests and fellow team members with dignity, fairness, and respect, and recognize them in a natural and courteous manner. I will respect the customs and traditions of guests and team members in all circumstances, except where Employee Hand

Culture doing so would either violate the law or would create challenges in the work environment. If at any time I feel offended by the comment or action of any member of leadership, a team member, guests, vendors or any Avra business partner, I will immediately notify my manager or Human Resources. ACCOMMODATING DISABILITIES Avra will not discriminate against me or any applicant because of a disability or perceived disability so long as I can perform the essential functions of the job. Consistent with this policy of nondiscrimination, Avra will provide reasonable accommodations to me if I have a disability, as defined by applicable law, if I have made Avra aware of my disability and have requested an accommodation, as long as the accommodation is not an undue hardship on Avra. I can request an accommodation by contacting Human Resources. PREVENTING HARASSMENT Avra is committed to creating and maintaining a work environment that is fair and free from any type of harassment. Avra will always respect the dignity of every team member and expects every team member to show respect for one another, as well as our clients, guests, visitors and vendors. Accordingly, Avra forbids and will not tolerate any unwelcome dbook | 11

EMPLOYEE H My Personal Employme I am proud to be a part of Avra. Both Avra and I are co working relationship. Avra recognizes my valuable service as a team member a provide me with the benefits described in the Employee ____ agree to follow and adhere to the principles, goals uphold the standards of Avra by providing excellent serv I have read the Employee Handbook carefully and I prom • Abide to Avra’s policies and uphold its standards; • Deliver exceptional service to our guests; • Accept my compensation and benefits; • Use the dispute resolution process (“F.A.I.R.”) for all c the arbitration provision of F.A.I.R.; and • Unless I have exercised my right to opt out, use the ar method to resolve any dispute I may have relating to separation of employment. Avra promises to comply with its obligations under the E • Treating me fairly and with dignity and respect; • Providing competitive compensation and benefits; • Following F.A.I.R. whenever I wish to raise an issue or • Maintaining an open-door policy for our communicati • Providing opportunities for learning and career develo • Providing access to the arbitration procedure describe me, but no cost to me for the arbitrator’s expenses an • Utilizing F.A.I.R. as its exclusive remedy for resolving a hiring, employment or separation of employment. Employee Hand

HANDBOOK ent Contract with Avra ommitted to establishing a long and mutually beneficial and agrees this ___ day of __________________, 20___, to e Handbook. In return, I, ____________________________ and policies set forth in the Employee Handbook and to vice to our guests. mise to: complaints even if I have exercised my right to opt out of rbitration procedure described in F.A.I.R. as the exclusive o my application for employment, hiring, employment or Employee Handbook by: r concern; ion; opment; ed in F.A.I.R. for a minimal filing fee ($200) to be paid by nd fees; and any disputes relating to my application for employment, dbook | 64

This Agreement will last for one (1) year, and will be auto occurs to end the term earlier: • I voluntarily resign; • I am permanently laid off; • I am terminated for cause (I can still pursue my rights u unless I have opted out); or • I choose to remain an “At Will” team member and pro Avra and I, acknowledge and understand our unique employment. This Agreement is the entire agreement bet terms of which supersede certain, defined parts of the Em is supported by Avra employing me under the terms of th terms of the Employee Handbook. I acknowledge that the conditions contained in the Empl time by Avra as contemplated by the Employee Handbo provide the acknowledgment the entire handbook throu Our acknowledgment will confirm our mutual agreement responsibilities set forth in the Employee Handbook and We agree that this Agreement shall become effective af described in the Employee Handbook. ______________________________ General Manager Signature Employee Hand

omatically renewed each year, unless any of the following under F.A.I.R. and I am subject to the arbitration provisions ovide written notice to Human Resources of my decision. e relationship, effective throughout the duration of my tween me and Avra unless modified by a specific letter, the mployee Handbook and this Agreement. This agreement he Employee Handbook and my working pursuant to the loyee Handbook may be modified in writing from time to ook. I will be notified of any changes within 30 days. I will ugh Avra’s document management system, Ultipro. t to the goals, operational philosophy, and the rights and d this Agreement or as modified in writing by Avra. fter successful completion of my Introductory Period, as dbook | 65

THE BEVERLY HILLS PLEDGE My Personal Employment Contract with The Beverly Hills Hotel 9 6 4 1 SU N SE T B OU L EVA R D BEVERLY HILLS, CALIFORNIA 90210, USA TEL: 310.276.2251 • FAX: 310.887.2887

1. WHAT WE BELIEVE We believe that each of us needs a sense of dignity, pride, and satisfaction in what we do. Impressing our guests depends on the united efforts of many, and the consistent performance of individuals. Therefore, we are most effective when we work together by respecting each other’s contribution and importance.

20 The Beverly Hills Pledge THE HOTEL IS AN EQUAL EMPLOYMENT OPPORTUNITY EMPLOYER. The Beverly Hills Hotel is an equal opportunity employer. We hire people based solely upon their qualifications, and in doing so, comply with all legal requirements. This policy prohibits any employment decision from being made (or not made) based upon any protected classification under local, state or federal law. Our guests and team members come from every part of the world. Our languages, religious beliefs, cultures and traditions are varied and may not be familiar to each of us. Our goal is that each person will feel respected and welcomed, and will wish to understand and value each other’s differences. We respect the customs and traditions of our guests and team members in all circumstances, except where doing so will either break the law or would create tensions or difficulties between or among people. We treat every team member with dignity and respect. We strive to be fair and just. We always endeavor to select and retain the best- qualified individuals based upon job-related qualifications and regardless of any protected group status under the law. This policy includes recruitment, selection, transfers, promotions, scheduling, training assignments, discipline, compensation, benefits, separation or any other term of employment discussed in this Pledge. WE EMBRACE VARIOUS LANGUAGES AND CULTURES. Since our guests and team members come from every part of the world, we are fortunate to celebrate this diversity in our community as well as in our workplace. The following guidelines can assist us in better interacting with our guests and each other: • Guest Assistance: Many of our guests may speak a language other than English. If I speak the language of the guest, while assisting the guest and if the guest so indicates, I am encouraged to speak the language spoken by the guest. If I am unsure what language the guest speaks, I will first speak to the guest in English unless the guest indicates he or she prefers another language. For the same reason, and not to inadvertently make our guests feel excluded, in public areas of the

THE BEVERLY HILLS PLEDGE My Personal eMPloyMent ContraCt with the Beverly hills hotel The Beverly Hills Hotel recognizes my valuable service as an employee, and agrees this ___ day of _____, 20__, to provide me with the benefits described in The Beverly Hills Pledge. In return, I, ___________________ _____________________agree to abide by the principles, goals and policies in The Beverly Hills Pledge. I acknowledge that the conditions contained in The Beverly Hills Pledge may be amended in writing from time to time by an agreement between me and The Beverly Hills Hotel. I have read The Beverly Hills Pledge and promise to: • Abide by The Beverly Hills Pledge’s goals and standards; • Accept my compensation and benefits; • Use the Dispute Resolution Process (“DRP”) first for all complaints even if I have exercised my right to opt-out of the mediation/arbitration provisions of the DRP; and • Unless I have exercised my right to opt-out, use the mediation/ arbitration procedure described in the DRP as the exclusive method of resolving any dispute I may have relating to or arising out of my application, hiring, employment and/or end of employment. The Beverly Hills Hotel promises to comply with its obligations under The Beverly Hills Pledge by: • Treating me with dignity and respect; • Providing competitive compensation and benefits; • Following the DRP; and providing opportunities for learning and career development; and • Providing access to the mediation/arbitration procedure described in the DRP at a minimum cost to me for the arbitrator’s expenses and fees; or • Utilizing the DRP as its exclusive remedy for resolving any disputes relating to or arising out of my application, hiring, employment and/or end of employment. 100

The term of The Beverly Hills Pledge is one year and is automatically renewed unless the following occurs: • I voluntarily resign • I am permanently laid off • I am involuntarily terminated • I choose to remain an “At-Will” employee The Beverly Hills Hotel and I, _______________________________, acknowledge and understand this unique contractual employment relationship, effective through the duration of my employment. The Beverly Hills Pledge is the entire agreement between me and The Beverly Hills Hotel unless modified by a specific letter, the terms of which supersede certain defined parts of The Beverly Hills Pledge. The Beverly Hills Hotel employs me under The Beverly Hills Pledge’s terms, and my working under The Beverly Hills Pledge’s terms support this contract. Our signatures confirm our mutual agreement to this philosophy, these goals, and all the rights and responsibilities in this employment contract or as modified in writing by the hotel after completion of my 90-day probationary period. __________________________ ___________________________ Print Name of Team Member Team Member’s Signature/Date __________________________ ___________________________ General Manager Management Signature/Date 101















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