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SEC Filings

MACERICH CO filed this Form 10-K on 02/23/2018
Entire Document

conduct that has the purpose (or which a reasonable person reasonably should have known would likely have the effect) of disrupting the business of the Company or any of its subsidiaries or affiliates. Notwithstanding anything herein or in any other agreement or arrangement to the contrary, Consultant is not prohibited from reporting possible violations of federal law or regulation to any governmental agency or entity, or making other disclosures, that are protected under the whistleblower provisions of federal law or regulation (or similar state laws) or receipt of awards thereunder, Consultant will not need the prior authorization of the Company to make any such reports or disclosures and Consultant will not be required to notify the Company that Consultant has made such reports or disclosures, provided, that nothing shall waive any attorney client or similar privilege of the Company or its affiliates.  Consultant will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made: (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document that is filed under seal in a lawsuit or other proceeding.  If Consultant files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Consultant may disclose trade secrets to the Consultant’s attorney and use the trade secret information in the court proceeding if Consultant (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order.
B.    Company’s Obligation
The Company shall, through and following the date of this Agreement, (i) refrain from and (ii) shall instruct and, during their service to the Company take commercially reasonable efforts to cause, its senior executive officers and the Company’s Board of Directors to refrain from,