disparaging, criticizing or denigrating Consultant. Without limiting any provision of the Separation Agreement or other obligations to which Consultant or its affiliates may be subject, Company agrees that Company will not at any time during the Consulting Term, directly or indirectly, (1) make or ratify any statement, public or private, oral or written, to any person that denigrates or disparages, either professionally or personally, the Consultant, or (2) make any statement or engage in any conduct that has the purpose (or which a reasonable person reasonably should have known would likely have the effect) of disrupting the business or reputation of the Consultant or any of Consultant’s affiliates.
VI.Acceleration of Consulting Fee
A. Death or Disability
In the event Consultant is unable to perform the consulting services requested by the Company on account of Consultant’s death or Disability, the Consulting Term will terminate, Consultant will not be deemed to be in breach of the Agreement, and Company shall accelerate and pay the remainder of the unpaid Consulting Fee in a lump sum payment on or within 30 days after the termination date. For purposes of this Agreement, “Disability” means the inability of the Consultant to perform substantial gainful activity of his own occupation by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.
B. Change in Control
In the event of the occurrence of a Change in Control, as that term is defined in The Macerich Company Change in Control Severance Plan for Senior Executives, the Consulting Term will terminate, Consultant will not be deemed to be in breach of the Agreement, and Company shall