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AMERICAN YACHT HARBOR An Island Global Yachting Destination EMPLOYEE HANDBOOK ARRIVING IS JUST THE BEGINNING .IGY EFTA00796980 Table of Contents INTRODUCTION 2 ABOUT YOUR HANDBOOK 2 MISSION 3 OPEN COMMUNICATIONS & OPEN DOOR POLICY 3 DO YOU HAVE IDEAS AND SUGGESTIONS? 3 EMPLOYMENT POLICIES AND PROGRAMS 4 EQUAL OPPORTUNITY 4 NON-DISCRIMINATION / HARASSMENT 4 AMERICANS WITH DISABILITY ACT (ADA) 6 PROCEDURE FOR REQUESTING AN ADA ACCOMMODATION 6 IMMIGRATION LAW COMPLIANCE 7 INTRODUCTORY PERIOD 7 PERFORMANCE 8 OUTSIDE EMPLOYMENT 8 PROMOTIONS AND TRANSFERS 8 EMPLOYMENT RECORDS 9 SEPARATION FROM THE COMPANY 9 A DRUG FREE WORKPLACE 10 EXPECTATIONS AND STANDARDS 11 ATTENDANCE AND PUNCTUALITY 11 WORK RULES AND STANDARDS 12 APPEARANCE AND DRESS CODE 13 INTERNAL AND EXTERNAL CUSTOMER SERVICE 14 BUSINESS CONDUCT 15 PERSONAL RELATIONSHIPS 20 WORK ENVIRONMENT 21 SMOKE FREE ENVIRONMENT 21 HIRING OF RELATIVES 21 SAFETY 22 WORKERS' COMPENSATION 22 COMPANY EQUIPMENT AND VEHICLES 23 COMPUTERS AND COMMUNICATION SYSTEMS 24 SECURITY 28 PARTICIPATION IN COMMUNITY AFFAIRS 29 EMERGENCY CLOSURES 29 ENVIRONMENTAL 30 PAY RELATED INFORMATION 30 COMPENSATION 30 EMPLOYMENT CATEGORIES 30 TIME KEEPING AND PAY RECORDS 31 American Yacht Harbor Employee Handbook 2 EFTA00796981 WORK HOURS 32 PAY PROCEDURES 32 BUSINESS -RELATED EXPENSE REIMBURSEMENT 33 PROFESSIONAL MEMBERSHIPS 33 TRAINING 34 EDUCATIONAL ASSISTANCE 34 BENEFITS 34 GENERAL OVERVIEW OF BENEFITS 34 ELIGIBILITY FOR BENEFITS 34 RETIREMENT PLAN 35 BONUSES 35 HOLIDAYS 35 VACATION 36 PERSONAL DAYS 37 SICK DAYS 37 LEAVES OF ABSENCE 37 ACKNOWLEDGMENT OF RECEIPT OF HANDBOOK and 42 DISCLAIMER OF CONTRACT 42 American Yacht Harbor Employee Handbook 3 January 2015 EFTA00796982 IGY Welcome to Island Global Yachting ("ICY.). We are so glad that you have joined our worldwide team. IGY has the privilege of being the premier owner, developer, and manager of luxury marinas and lifestyle destinations worldwide. Our success is dependent upon the outstanding work of our team members around the world, and we are pleased that you have chosen to join the IGY family. At your time here at IGY, I encourage you to pursue your role with excellence and with the highest quality of work possible. It is the result of our team members' continued dedication, efforts. and high quality of work whether in housekeeping, facilities, maintenance, on the docks, at the front desk, IT, or in the corporate offices, that IGY has and continues to be the marina industry leader, innovator, and standard bearer. I am very proud of all that we have accomplished thus far and am enthusiastic about our future. Thank you for joining the ICY family. I look forward to working with you as we continue to grow and excel in the years ahead. Tom Mukamal President Ward Shata1Yscrerg /11 Ft Avcragt 150, Poor. New VGA_ NY 10022. US. T •1 212 705 5000 7.1 212 705 5001 wey irroncoscam American Yacht Harbor Employee Handbook 1 January 2015 EFTA00796983 INTRODUCTION ABOUT YOUR HANDBOOK This Handbook was developed to acquaint you with IGY-AYH St Thomas Holdings, LLC dba American Yacht Harbor ("AYH" or the "Company") and to provide you with information about working conditions, employee benefits, and some of the policies affecting your employment. You should read, understand, and comply with all provisions of the Handbook. It describes many of your responsibilities as an employee and outlines the programs developed by AYH to benefit employees. It is our desire to create a safe and meaningful work environment, one that is conducive to both personal and professional growth, to recognize individual contributions, and to make open, direct and personal communication a part of our organization. This Handbook summarizes AYH's personnel policies and plans that are now in effect and controlling. It is intended only as a guideline and is certainly not all-inclusive. We welcome and encourage any suggestions you may have for improving your work environment and any aspect of our policies. AYH's management specifically reserves the right to amend the policies contained herein at its sole discretion with or without notice to AYH employees. This Handbook contains rules, regulations and general information regarding AYH. Read the Handbook carefully. You will be required to sign an "Acknowledgement of Receipt of Handbook and Disclaimer of Contract." You arc expected to read and understand the Handbook so it is very important that you do in fact read this Employee Handbook, understand its contents. If you have any questions contact your Manager or Human Resources. Employment is Not Contractual You have voluntarily entered into employment at AYH and are free to resign at any time, for any reason, with or without cause. Similarly, AYH may terminate the employment relationship at any time, with or without notice, cause or reason. NONE OF THE POLICIES OR GUIDELINES CONTAINED IN THIS EMPLOYEE HANDBOOK CREATES EITHER AN EXPRESSED OR IMPLIED CONTRACT WITH REGARD TO THE SPECIFIC POLICIES CONTAINED IN THIS EMPLOYEE HANDBOOK. THIS EMPLOYEE HANDBOOK DOES NOT CREATE A CONTRACT OF EMPLOYMENT. No representative of the Company, has any authority to enter into any employment agreement for any specified period of time. Revisions, Additions and Confidentiality No employee handbook can anticipate every circumstance or question about a policy. The need may arise and AYH reserves the right to revise, supplement, or rescind any policies or portion of the Handbook from time to time as it deems appropriate, at its sole and absolute discretion. These provisions supersede all existing policies and practices, including those contained in any prior edition or version of the Handbook. Some of the subjects described here are covered in detail in official policy or benefit documents. You should request and refer to these other documents for specific information since this Handbook only briefly summarizes those benefits. Please note that the terms of the written insurance policies or benefit plan documents are controlling. Please treat this Handbook and the information in it as confidential. No portion of this Handbook should be disclosed to others, except AYH employees and others affiliated with AYH whose knowledge of the information is required in the normal course of business. American Yacht Harbor Employee Handbook 2 January 2015 EFTA00796984 MISSION We have developed a mission, and vision to help us achieve our goals and uphold our values. This mission should guide how we do business and how to make decisions when faced with choices. Our Vision IGY will be the industry leader in creating a global network of yachting lifestyle destinations for mega yachts and premier marinas. Our Mission Statement We will consistently provide ow customers with the ultimate waterfront lifestyle experience by establishing a world class level of quality in our locations, facilities, services, and people. We will deliver outstanding returns to our shareholders and business partners through; (a) the creating and operation of a global network of yachting lifestyle destination in prime locations, and (b) the delivery of superior service to vessel owners, crew and visitors by skilled, empowered and caring team members. OPEN COMMUNICATIONS & OPEN DOOR POLICY Our experience has shown that when employees deal openly and directly with Managers, the work environment can be excellent, communications can be clear, and attitudes can be positive. We believe that AYH amply demonstrates its commitment to employees by responding effectively to employee concerns. Problem Solving Procedure We realize that misunderstandings and differences of opinion sometimes develop in the daily work situation. Should a problem or concern arise, the following problem solving procedure will assist with its resolution: • Discuss your problem or concern with your Manager, who will listen and investigate or make recommendations as to how your problem might be resolved. We encourage you to try to resolve such matters through open discussion with your Manager. • If you are uncomfortable taking your concern to your Manager, or if he/she does not help you to your satisfaction, you can take your concern directly to the next level of management or to Human Resources. • If your problem or concern still is not addressed to your satisfaction, you may make a demand for arbitration under the terms of your Dispute Resolution Agreement. By bringing any dissatisfaction or complaint of any nature out into the open, most problems can be improved, if not resolved. We will work to resolve problems in the best interest of both you and AYH. DO YOU HAVE IDEAS AND SUGGESTIONS? If you have any suggestions or ideas that you feel would benefit AYH, we would encourage you to tell us about them. We are always looking for suggestions that improve methods, procedures and working conditions, increase income and reduce costs or errors that will benefit the Company and its employees. American Yacht Harbor Employee Handbook 3 January 2015 EFTA00796985 EMPLOYMENT POLICIES AND PROGRAMS EQUAL OPPORTUNITY AYH is an equal opportunity employer. This equal employment opportunity policy is consistent with the requirements and objectives established by the Civil Rights Act of 1964, the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Vietnam Era Veterans' Readjustment Assistance Act of 1974, the Presidential Executive Order 11246 and other civil rights laws, all as amended. In order to provide equal employment and advancement opportunities to all individuals, employment decisions at AYH will be based on merit, qualifications, and abilities. AYH does not unlawfully discriminate in employment opportunities or practices on the basis of race, color, religion, creed, sex, pregnancy, national origin, citizenship, age, veteran status, political affiliation, disability, or any other characteristic protected by law ("protected status"). AYH will not unlawfully discriminate against any qualified employee or applicant on the basis of a physical or mental disability. All supervisory personnel shall, in advertising and posting job opportunities, make reasonable efforts to ensure that the information regarding those job opportunities is properly and effectively disseminated internally within the organization. All advertisements shall state in clearly distinguishable type that AYH is an "Equal Opportunity Employer." When opportunities for job advancement occur and persons who are already employed by the Company are qualified to fill such positions, the job posting process and selection procedure shall allow all qualified employees to apply and be considered for the advancement opportunity. It is the responsibility of all supervisory personnel to see that this policy is continued in its full spirit and intent. If you believe you have witnessed or experience any form of discrimination, or if you have questions concerning this policy, you should notify your Manager or Human Resources immediately. If you believe it would be inappropriate to discuss the matter with your supervisor you may bypass that individual and report it directly to the Human Resources Manager or any other level of management. Reports will be investigated, and appropriate corrective action will be taken. Complaints will be handled confidentially, except as necessary for investigation and resolution. This policy prohibits retaliation, harassment or other adverse action being taken against you because of making a complaint of discrimination, assisting in an investigation, opposing discrimination or otherwise exercising rights protected by law. NON-DISCRIMINATION / HARASSMENT AYH is committed to maintaining a work environment in which all individuals are treated with respect and dignity. In keeping with this commitment, we will not tolerate harassment of our employees by anyone, including executives, supervisors, co-workers, vendors, or clients of the Company. Harassment in employment is prohibited, both in the workplace and off the premises, including at social activities conducted or sponsored by the Company. The Human Resources Department has the overall responsibility for this policy and maintains reporting and monitoring procedures. Employees' questions or concerns should be referred to Human Resources. Appropriate disciplinary action may be taken against any employee willfully violating this policy. Harassment Defined Harassment is defined as verbal, physical, or visual conduct based upon a person's protected status, such as gender, color, race, ancestry, religion, national origin, age, physical handicap, medical condition, disability, marital status, veteran status, citizenship status, or any protected personal characteristic, which: 1. Denigrates or shows hostility or aversion toward an individual because of his/her protected status, or that of his/her relatives, friends or employees; or American Yacht Harbor Employee Handbook 4 January 2015 EFTA00796986 Has the purpose or effect of creating an intimidating, hostile or offensive working environment because of a person's protected status; or 3. Has the purpose or effect of unreasonably interfering with an individual's work performance because of a person's protected status; or 4. Otherwise adversely affects an individual's employment opportunities because of the individual's protected status. Prohibited harassment includes, but is not limited to, epithets, slurs, jokes, e-mails, negative stereotyping, or threatening, intimidating or hostile acts that relate to any protected status. Prohibited harassment also includes written or graphic material that is placed on walls, bulletin boards or elsewhere on the premises, or circulated in the workplace. Harassment can consist of unwelcome conduct, whether verbal, physical, or visual, that is based upon a person's protected status, such as gender, color, race, ancestry, religion, national origin, age, physical handicap, medical condition, disability, marital status, veteran status, citizenship status, or any protected personal characteristic. The Company will not tolerate prohibited or unlawful harassment. Sexual harassment deserves special mention. Unwelcome sexual advances, requests for sexual favors, and other physical, verbal, or visual conduct based on gender can constitute sexual harassment, particularly when: • Submission to the conduct is an explicit or implicit term or condition of employment, • Submission to or rejection of the conduct is used as the basis for an employment decision, or • The conduct has the purpose or effect of unreasonably interfering with an individual's work performance or creating an intimidating, hostile, or offensive working environment. Sexual harassment may include, but is not limited to the following: • Repeated unwelcome requests for a romantic relationship, • Explicit sexual propositions, sexual innuendo, suggestive comments, • Sexually oriented "kidding" or "teasing," "practical jokes," jokes about gender-specific traits, • Foul or obscene language or gestures, • Display or circulation in the workplace of sexually suggestive objects or pictures (including through e-mail), and • Physical contact, such as patting. pinching, or brushing against another's body. AYH requires that all incidents of discrimination, harassment or retaliation be reported, regardless of the offender's identity or position. Individuals who believe they have witnessed or experienced conduct that they believe is contrary to the Company's harassment or discrimination policy or who have concerns about such matters should file their complaints with their immediate Manager, any member of management, or Human Resources. Individuals should not feel obligated to file their complaints with their Manager first before bringing the matter to the attention of one of the other Company's designated representatives identified above. Procedure for Complaints The Company's policy is to investigate all such complaints thoroughly and promptly. To the extent practicable, the Company will keep complaints and the terms of their resolution confidential. If an investigation confirms that a violation of Company policy has occurred, the Company will take corrective action, including such discipline up to and including immediate termination of employment as is appropriate. AYH prohibits retaliation against any individual who makes a good-faith report of discrimination or harassment or participates in an investigation of such reports. Retaliation against an individual for reporting harassment or discrimination or for participating in an investigation of a claim of harassment or discrimination is a serious violation of this policy and, like harassment or discrimination itself, will be subject to disciplinary action. American Yacht Harbor Employee Handbook 5 January 2015 EFTA00796987 All Company employees are responsible for helping to assure that we avoid harassment. If you feel that you have experienced or witnessed conduct contrary to this policy you have an obligation to immediately take advantage of this complaint procedure. If an employee is asked to participate in an investigation, that employee is required to cooperate fully. The employee must participate in any interviews requested and must give complete and truthful answers to all questions asked. Further, if an employee is aware of any information that may be pertinent, the employee is obligated to share that information with the company manager conducting the investigation, whether or not the information is specifically requested. Early reporting and intervention have proven to be the most effective method of resolving actual or perceived incidents of harassment. Therefore, while no fixed reporting period has been established, AYH strongly urges the prompt reporting of complaints or concerns so that rapid and constructive action can be taken. The availability of this complaint procedure does not preclude individuals who believe they are being subjected to harassing conduct from promptly advising the offender that his or her behavior is unwelcome and requesting that it be discontinued. If an employee making a complaint does not agree with its resolution, the employee may appeal to the Company's President, General Counsel or Chief Executive Officer. AMERICANS WITH DISABILITY ACT (ADA) AYH is committed to complying with all applicable provisions of the Americans with Disabilities Act ("ADA") as amended. It is AYH's policy not to discriminate against any qualified employee or applicant with regard to any terms or conditions of employment because of such individual's disability or perceived disability so long as the employee can perform the essential functions of the job. Consistent with this policy of nondiscrimination, AYH will provide reasonable accommodations to a qualified individual with a disability, as defined by the ADA, who has made the Company aware of his or her disability, provided that such accommodation does not constitute an undue hardship on the Company. Employees with a disability who believe they need a reasonable accommodation to perform the essential functions of their job should contact the Human Resources Department. AYH encourages individuals with disabilities to come fonvard and request reasonable accommodation. PROCEDURE FOR REQUESTING AN ADA ACCOMMODATION Upon receipt of an accommodation request, the employee's Manager and the Director of Human Resources will meet with the employee to discuss and identify the precise limitations resulting from the disability and the potential accommodation that the Company may make to help overcome those limitations. AYH will determine the feasibility of the employee's request for accommodation considering various factors, including, but not limited to the nature and cost of the accommodation, the availability of tax credits, outside funding, deductions, AYH's overall financial resources and organization, and the accommodation's impact on the operation of the Company, including its impact on the ability of other employees to perform their duties and on AYH's ability to conduct business. AYH will inform the employee of its decision on the accommodation request. If the accommodation request is denied, the employee will be advised of their right to appeal the decision by submitting a written statement explaining the reasons for the request. If the request on appeal is denied, that decision is final. The ADA does not require AYH to make the best possible accommodation, to reallocate essential job functions, or to provide personal use items (i.e., eyeglasses, hearing aids, wheelchairs etc.). An employee or job applicant who has questions regarding this policy or who believes that he or she has been discriminated against based on a American Yacht Harbor Employee Handbook 6 January 2015 EFTA00796988 disability should notify the Director of Human Resources. All such inquiries or complaints will be treated as confidential to the extent permissible by law. IMMIGRATION LAW COMPLIANCE Each new employee, as a condition of employment, must complete the Employment Eligibility Verification 1.9 Form and present documentation establishing identity and employment eligibility. This policy is in compliance with the Immigration Reform and Control Act of 1986. Transition and transfer of employees to other subsidiaries and affiliates must comply with local regulations. In the case of a relocation, the employment relationship will change to adhere to local regulations, policies/procedures and the compensation and benefits of that location. Employees with questions or those seeking more information on immigration law issues are encouraged to contact Human Resources. Employees may raise questions or complaints about immigration law compliance without fear of reprisal. INTRODUCTORY PERIOD All newly hired employees, and any current employees who have been transferred, promoted or reassigned to a new position, are employed with the understanding that their first 90 days in their position is an introductory period. This introductory period is applicable to all classes of employees and is a try-out time for both the employee as well as the Company. This orientation period provides an opportunity for both you and AYH to evaluate each other and to determine the desirability of continuing the employment relationship. During this time, you will be provided with training and guidance from your Manager. During this introductory period, an employee's job performance, time and attendance habits and general attitude will be evaluated. If at any time an employee does not meet the standards of AYH, we may terminate your employment. Provided the job performance is "satisfactory" at the end of the introductory period, you will continue in your employment as an at-will employee. The orientation period does not represent a guarantee or contract of employment and all aspects of "Employment -At-Will" will continue to apply. Completion of the introductory period does not guarantee continued employment for a specified period of time, nor does it require that an employee be dismissed exclusively "for cause". Applicant Reference and Background Checks To ensure that individuals who join AYH are well qualified and have a strong potential to be productive and successful, it is the policy of AYH to check the employment references of all applicants. Likewise, as a condition of employment, a release to conduct a background check is required. Examples include: driving records, criminal background, and credit checks, etc. Providing References for Former Employees Only the Human Resources Department or other members of Senior Management are authorized to respond to inquiries for reference checks for current or former AYH employees. Responses to such inquiries will be limited to confirmation of position and dates of employment. American Yacht Harbor Employee Handbook 7 January 2015 EFTA00796989 PERFORMANCE The results that AYH achieves are determined by how we perform — as individuals, teams, and as a company. The ways we focus our efforts, use our talents, manage our time and work together will determine our success. We emphasize the importance of ongoing communication between you and your Manager about your performance, progress toward job expectations, results and any development or needs that you may have. You and your Manager are strongly encouraged to discuss job performance and goals on an informal, dayto•day basis. Additional formal performance evaluations are conducted to provide both Managers and employees with the opportunity to discuss joh tasks, identify and correct weaknesses, encourage and recognize strengths, and discuss positive, purposeful approaches for meeting goals. The performance of all employees is generally evaluated according to an ongoing 12•month cycle. Goal Setting One of the most important aspects of the Performance Management process is goal setting. In this process, you and your Manager meet in a highly participative manner to: • Update your description of job duties and responsibilities so it reflects the current requirements and primary job content; • Mutually agree upon and establish written objectives that clearly define what is expected of you; • Ensure that individual goals and objectives are compatible with those of the work unit and the Company as a whole; • Negotiate agreement on a weighting for each objective as a means of prioritizing what's important; • Establish measures and standards that clarify how you will know if targets are being achieved; and • Agree on performance tracking and feedback requirements necessary for self•management or monitoring progress. At its sole discretion, AYH may award merit•based pay adjustments in an effort to recognize truly superior employee performance. The decision to award such an adjustment is dependent upon numerous factors, including the information documented by this formal performance evaluation process. OUTSIDE EMPLOYMENT The Company does not generally limit an employee's activities during non•wworking hours unless those activities create a conflict of interest, interfere with or are in conflict with the performance of an employee. Unless approved in advance and in writing by the General Manager, EVP of Operations or the Director of Human Resources, employees are prohibited from working for any tenant of AYH and may not perform additional duties for guests of the marina. As a condition of employment, all employees must sign a non-compete agreement. PROMOTIONS AND TRANSFERS To provide our employees with opportunities for growth and advancement, AYH attempts to fill many of its job openings with qualified candidates from within. Internal candidates may be identified by management selection or thorough responses to internal job postings. You are encouraged to seek advancement opportunities and to obtain promotion and career guidance from your Manager and/or Human Resources. Job Posting Whenever practical, internal position opportunities will be communicated via internal announcement or through the Human Resource Department. American Yacht Harbor Employee Handbook 8 January 2015 EFTA00796990 To be considered for an internal job opportunity, you must: • Possess the skills, education and experience required; • Be performing satisfactorily in your current position; • Have been in your current position at AYH for a period of 6 months and have demonstrated job proficiency. If you are interested in promotion or transfer opportunities, it is ultimately your responsibility to apply for the position opening before the deadline shown on the job posting and to make your intentions known to your Manager. Consideration will be given based on the individual's skills, education, experience and qualifications, and will be in adherence to AYH's policy of equal employment opportunity. EMPLOYMENT RECORDS AYH maintains employment records on each employee. Your employment application and all other records that require specific information about you become part of your employment record. Information submitted on the employment application and other employment forms is subject to verification by the Company. If the Company determines you have provided false or misleading information, you may be subject to disciplinary action up to and including termination. Keeping Your Files Up To Date It is your responsibility to ensure your employment records are kept up•to•date. This includes notifying us of any changes in the following types of information: • Name • Telephone number • Home and/or mailing address • Number and identity of dependents (for benefits and tax purposes only) • Telephone numbers and addresses of dependents, spouse, former spouse (for insurance purposes only) • Beneficiary designations (for benefits purposes only) • Persons to be notified in case of emergency • Driving record or status of driver's license if you operate a Company vehicle or your position routinely requires you to drive during regular business hours • Military or draft status If there is a change to these types of information, you must notify Human Resources as soon as possible. Reviewing Your Employment Records Employment records are the property of AYH, and access to the information they contain is restricted. Generally, only supervisors and management personnel of AYH who have a legitimate reason to review information in a file are allowed to do so. All employment files and records are kept in a secured locked location. With reasonable advance notice, employees may review their own employment records in AYH's offices and in the presence of an individual appointed by AYH to maintain the files. If you wish to review your employment records, contact Human Resources to schedule a file review. SEPARATION FROM THE COMPANY Every Company employee has the status of "employee -at-will," meaning that no one has a contractual right, express or implied, to remain in the Company's employ unless they enter into a written contract signed by the President. This means the Company or an employee may terminate his/her employment, without cause, and with or without American Yacht Harbor Employee Handbook 9 January 2015 EFTA00796991 notice, at any time for any reason. No Manager or other representative of the Company (except the President) has the authority to enter into any agreement for employment for any specified period of time, or to make any agreement contrary to the above. Resignation If you initiate your separation from the Company, it is considered a voluntary resignation. If you elect to resign, your Manager would like the opportunity to discuss your resignation before final action is taken. The Company often finds during this conversation that another alternative may be better. If, however, after full consideration you decide to leave, it is requested that you provide the Company with a written two-week advance notice period (bear in mind that vacation days may not be included in the two-week notice period). Exit Interview In addition, employees separating from AYH may be asked to participate in an exit interview and provide any constructive comments and suggestions on improving working conditions. The HR Department may conduct or participate in this interview. We appreciate receiving your candid opinion of your employment with us. Job Abandonment If you are absent from work for three consecutive days without giving proper notice to your Manager, you are advised that the Company will consider this an abandonment of your job, and your employment will be terminated. A DRUG FREE WORKPLACE As part of our commitment to safeguard the health of our employees, to provide a safe place for our employees to work, and to promote a drug free community, AYH has established this policy on the abuse of drugs and alcohol by its employees. AYH prohibits the following: • Reporting to work under the influence of alcohol or illegal drugs or substances, including the illegal use of prescription drugs; • Being intoxicated while on Company premises; • The consumption, sale or purchase of alcoholic beverages on Company premises or while performing Company business, except in the performance of duties listed on your job description and except in connection with Company -authorized events and gatherings; and • Working under the influence of prescription or nonprescription drugs that could impair judgment or motor functions and place persons or property in jeopardy. Possession of paraphernalia used in connection with the use of any drug is evidence of violation of this rule. A drug means alcohol, an amphetamine, a cannabinoid (marijuana or a derivative), cocaine, phencyclidine (PCP), a hallucinogen, methaqualone. an opiate, a barbiturate, a benzodiazepine, a synthetic narcotic, a designer drug or a metabolite of any of these substances. Non-prescribed use of prescription medication is also prohibited. Employees may be tested for any and all of these drugs. As a part of our policy prohibiting reporting to work or working with the presence of drugs, drug testing may be required. The Company must and will conduct drug tests under the following circumstances: • For an employee whose conduct or appearance creates a reasonable suspicion of improper use or possession of drugs. • For an employee subject to regular fitness-for-duty medical examination. • For an employee previously given a drug-related suspension or a leave of absence for prohibited drug use. Such tests may be conducted on a quarterly, semi-annual, or annual basis for up to two years thereafter. American Yacht Harbor Employee Handbook 10 January 2015 EFTA00796992 • On a random, unspecified basis. • For an employee suffering a reportable accident and any other parties employed that are associated with the accident. • For an employee involved in any accident involving a motor vehicle or machinery, even if the accident would otherwise not be reportable. Refusal to cooperate in the drug testing procedure will result in termination of employment. Investigation — Site Inspections AYH reserves the right to access and inspect all Company -owned areas. Desks, lockers, computer contents, cabinets, drawers, etc., are provided for the convenience of employees and may be searched at any time to the extent considered necessary by management. Please cooperate with us on this matter, as it is done for your protection. AYH also reserves the right to search employee property on Company property, such as handbags, lunch boxes, briefcases, laptops, and employee cars on Company property. AYH may, but is not required to, obtain the employee's consent when property belonging to or used by an employee is to be searched. Where possible, the employee will be notified of the search and should be present. The search should be carried out in privacy, but with a supervisory witness. Employee Assistance Program If you are experiencing problems leading to or resulting from drug or alcohol abuse or dependency, we encourage you to seek counseling and rehabilitation services. You may contact your medical insurance carrier or Human Resources for a confidential referral. EXPECTATIONS AND STANDARDS ATTENDANCE AND PUNCTUALITY To maintain a safe and productive work environment, AYH expects you to be reliable and to be punctual in reporting for scheduled work. Absenteeism and tardiness place a burden on other employees and on AYH. In the rare instances when you cannot avoid being late to work or are unable to work as scheduled, you should notify your Manager as soon as possible in advance of the anticipated tardiness or absence. Call-In Procedure If it is necessary for you to be late or absent for any reason, you are responsible for following the call-in procedure for your work team or department. While call-in procedures vary by department and location, there are some general requirements that are universal to all employees: • You should telephone your Manager at least one hour before your starting time, if possible. • If you are unable to make the call because of the medical condition, then you should have a person make the call for you and you should personally contact your Manager at your earliest opportunity. • If you cannot reach your Manager when you call, speak with the person designated by your department. • You must speak personally with an appropriate person. Leaving a message on voice mail or text is not sufficient. • Provide an explanation of why you are going to be late or absent and when you expect to return to work. Also leave a phone number where you can be reached. • If appropriate, provide an update on any pending work assignments that may need to be handled in your absence. Your Manager may need to reschedule/redistribute your work activities while you are absent. American Yacht Harbor Employee Handbook 11 January 2015 EFTA00796993 It is your responsibility to ask your Manager for the specific procedures applicable to your location and ensure that proper notification is given. Failure to do so will subject you to disciplinary action up to and including termination. Poor attendance and excessive tardiness are disruptive. Either may lead to disciplinary action, up to and including termination of employment. WORK RULES AND STANDARDS Work rules and standards regarding employee behavior are necessary in any company for the company's efficient operation and for the benefit and protection of the rights and safety of all. AYH is no exception. This section of your Handbook summarizes some of our expectations and work rules. The following lists are by no means all- inclusive. Our Expectations We expect our employees to be honest, reliable and conscientious in meeting the responsibilities of their job, and to perform all duties competently. professionally, and responsibly. In order to meet these expectations, you must understand and abide by the standards that govern job conduct. The following are examples of expectations that AYH has and some of the responsibilities you must observe: • Comply with all of AYH's policies, procedures, safety and security guidelines. • Learn your job and perform it to the best of your ability — efficiently, accurately, and safely. • Take initiative to excel in your job and cooperate with your work team. Let us know your ideas for innovation and improvement. • Speak up when you have problems, concerns or complaints. • Report to work on time. Others depend on you. • When you will be absent from work, or unable to arrive on time, follow the call-in procedure for your work team. • Treat all clients, visitors and co-workers with respect and courtesy. Provide the highest level of service to all clients. • Follow and respect management's direction concerning job-related matters. • Maintain the confidentiality of proprietary and confidential Company and customer information. • Present a professional, neat, and clean appearance appropriate to your work situation. • Report to management any violations of the Company's policy, unethical or illegal conduct by co-workers, clients or vendors. • Refrain from offensive or undesirable behavior or conduct. Examples of Conduct Not Permitted In general, conduct that interferes with operations, brings discredit to AYH or is offensive is not tolerated. The following are examples of conduct not permitted. Such conduct will subject the individual involved to disciplinary action up to and including termination. • Failure to meet performance standards and fulfill job requirements. • Refusal to follow management's instructions concerning a job-related matter (insubordination). • Unsafe practices or unsafe performance of any job. • Leaving the workplace during working hours without authorization. • Unauthorized use of Company or customer assets, including equipment, property, information and funds. • Improper use or disclosure of proprietary or confidential Company or customer information. • Violation of the Code of Business Conduct (as outlined in this Handbook under separate section). • Theft, misuse or willful destruction of Company property or of another individual's property. • Harassing, sexually or otherwise, another employee, business employee or customer, or failing to report harassment. American Yacht Harbor Employee Handbook 12 January 2015 EFTA00796994 • Improper, unprofessional, or threatening behavior or language while on Company property or on Company business. • Lying, providing false information to, or any other instance of being dishonest with employees, Managers or clients. • Failure to report any knowledge of theft or other activities not in the best interest of AYH. • Any action that is or can reasonably be expected to be detrimental to AYH or its reputation. • Any violation of AYH's substance abuse policy. • Violation of Company safety or security policies or procedures. • Deliberately interfering with the operations of the Company. • Falsifying any Company record or report, including applications for employment, time sheets and client records. • Possession of firearms, weapons, ammunition or explosives on Company property or while on Company business. • Conviction of a crime committed in any Company workplace or during working hours. These examples are illustrative of the types of behavior that are not permitted at AYH, but are not intended to be all- inclusive. Other types of behavior or conduct could also lead to disciplinary action up to and including immediate termination. You are expected to comply with all Company policies and procedures and all standards of conduct. Disciplinary Action AYH seeks to resolve performance and conduct problems in the most positive and constructive manner possible. We believe our employees are responsible individuals interested in working together toward common goals. When situations arise which warrant disciplinary action, AYH will utilize corrective action to deal with the misconduct. Improper conduct or improper work performance, regardless of whether covered by the specific rules of conduct above, may be grounds for disciplinary action in the judgment of the Company. Disciplinary action may range from verbal, written or final warnings to suspension or immediate termination, depending upon the facts of the particular case and the employment history of the employee involved. APPEARANCE AND DRESS CODE All employees must take pride in and present a professional, well groomed appearance. Each employee is cautioned against using excessive amounts of perfume, cologne or other scents. Excessive gels, lotions and distinct shaven styles are not acceptable. Hair should be clean, combed, and neatly trimmed or arranged. Shaggy, unkempt hair is not permissible regardless of length. Sideburns, moustaches, and beards should be neatly trimmed. Men or women may wear locks as long as they are neat and clean at all times. Uniform and Name Tag Policy All employees will be informed when hired of proper uniform attire for their specific position. All employees must wear the appropriate uniform while on duty. Uniforms must be neat, clean and pressed at all times. Cleaning of uniforms will be the responsibility of the employee. Uniforms must be worn whenever an employee is on property and on duty. Employees may not wear their uniforms on property unless they are reporting for duty. If a hat or cap is provided as part of your uniform, these should be worn at all times. Shoes must be in compliance with the safety standards as designated by management. An employee may not affix any jewelry or adornment of any type to their uniform with the exception of nametag, security badge, or other company -sponsored promotion. Employees who are provided a name tag, are required to wear this at all times. They are to be worn as instructed. Employees are not allowed to affix any adornment to the nametag unless provided by management. All uniforms must be worn with shirts tucked in and sized to fit the frame of the employee. Failure to arrive at work looking like you are ready for work in regards to your presentation will result in being suspended without pay until you arrive back at work dressed accordingly. Repeated uniform indiscretions will lead to disciplinary action and possible termination of your employment. American Yacht Harbor Employee Handbook 13 January 2015 EFTA00796995 Additional appearance restrictions follow: • no jeans and denim • no ill-fitting or visible undergarments • no stained, un-ironed or wrinkled clothing • no flip-flops, slippers or bedroom footwear, unless required for medical reasons • nails should be trimmed short so as not to hamper normal use of hands • no bare feet • no body piercings or tattoos must be visible • no earring visible on any part of the body, worn in the nose, eyebrows, mouth or eyes, only one earring per ear will be permitted • no attachments, other than name or security badge. length of service award or company sponsored promotion • no earrings larger than a nickel • no dark glasses should be worn indoors except for medical reasons • shins should be tucked in at all times INTERNAL AND EXTERNAL CUSTOMER SERVICE Island Global Yachting Ltd.'s mission is to be world-renowned for first-class service and care. Superb customer service is everyone's responsibility and every employee must be able to deliver on this consistently. Providing excellent customer service should be at the heart of everything you do. This means we expect the following from each of our employees: • Establish and maintain effective relationships with clients, and work to gain their trust and respect. • Always act with clients in mind. • Work together (as a team) to support customer-focused goals and strategies. • Exceed customer expectations at every customer touch-point. • Work to obtain first-hand customer information and use it for improvements in products and services. Be dedicated to meeting the expectations and requirements of your internal and/or external clients. Remember ... you are a representative of the Company. To the client, you are the Company. Customer Communication Your job brings you into contact with many people — including both internal and external clients. Difficult situations and complaints may arise — regardless of how flexible, energetic or friendly you may try to be! You are expected to communicate in a friendly and upbeat manner with our customers. This means greeting them with a wave when they are in sight, a "good morning/afternoon" as soon as the customer is at hearing distance, and a handshake when you are close. Don't forget the smile to go with your actions! Also in an office environment we shake hands, welcome and greet the customer with a smile. Unless you are in the process of handling the customers' administration on a PC, you should be standing up when talking to the customer and move to their side of the counter. American Yacht Harbor Employee Handbook 14 January 2015 EFTA00796996 Always treat clients and business guests in a courteous, respectful manner. When a client has a question or complaint, give the matter your immediate attention. Look at complaints as an opportunity — to correct problems, improve customer service and ultimately raise customer satisfaction. If you ever feel you cannot properly handle a problem or difficult situation, refer the client to your Manager or a member of management. Telephone Courtesy Telephone courtesy is essential to maintaining a favorable business reputation. Your telephone manners are a direct reflection on the Company and your professionalism. Therefore, please use proper telephone manners — be clear, polite, helpful and service•oriented on the phone at all times. The telephone must always be answered in the following fashion. "Good (morning, afternoon, evening) this is American Yacht Harbor, this is (your name) how may I help you." Always answer the telephone with a smile and a pleasant disposition. When transferring calls to another extension, employees must always identify the caller before transferring the call. Phone calls must be returned promptly and certainly no later than 24 hours. If a caller has asked a question which an employee cannot answer, let the client know you are working on his/her issue. Continually communicate the status of your progress in resolving the issue to the customer. BUSINESS CONDUCT The successful business operation and reputation of AYH is built upon the principles of fair dealing and ethical conduct of our employees. Our reputation for integrity and excellence requires careful observance of the spirit and letter of all applicable laws and regulations, as well as a scrupulous regard for the highest standards of conduct and personal integrity. The continued success of AYH is dependent upon our clients' trust and we are dedicated to preserving that trust. It is the Employees responsibility to AYH's clients and fellow employees to act in a way that will merit the continued trust and confidence of the public. The standards and expectations outlined in the Code of Business Conduct are intended as a guide to making the right choice. When faced with a complicated situation, it is often difficult to decide where the ethical path lies. You have a responsibility to ask questions, seek guidance, report suspected violations, and express con