otice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, and will provide the Employee a reasonable opportunity to respond to such notice and dispute the allegations giving rise to the proposed

tion Account and the JH Distribution Account. "Employment Fraction" means (i) with respect to a Principal who resigns, retires or is terminated for Cause, a fraction (not to exceed one), the numerator of which is the number of whole months elapsed from January 1, 2007 until the date of such Principal

on Account. NV1:1686459.16 3 EFTA00623303 "Employment Fraction" means (i) with respect to a Principal who resigns, retires or is terminated for Cause, a fraction (not to exceed one), the numerator of which is the number of whole months elapsed from January I, 2007 until the date of such Principal'

tion Account and the Ai Distribution Account. "Employment Fraction" means (i) with respect to a Principal who resigns, retires or is terminated for Cause, a fraction (not to exceed one), the numerator of which is the number of whole months elapsed from January 1, 2007 until the date of such Principal

e (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be given within 60 days of any of the Starwood Representatives on the Management Committee learning of such act or acts or failu