Erik Moeller wrote:
Additionally, and in consideration of Employee's covenants in this agreement, no directory senior officer of Employer or member of the Board of Trustees of the Employer will, during the same time period, personally criticize, ridicule or make any statement that personally disparages or is derogatory of employee.
- end quote -
I think that's a reasonable definition. I'm sure it could be improved further. But we should not excuse malicious attacks as a "free speech issue". They are not; they are simply inappropriate behavior that nobody associated with the organization should engage in. Furthermore, as has been pointed out, this agreement works both ways; it protects both parties to it.
The language you quoted doesn't even remotely restrict itself to "malicious attacks", though: "personally criticize" covers a much broader range of things, as does a prohibition on comments that are "derogatory". Legitimate criticism aired in a calm and constructive manner of the wrongdoings of a board member or employee would consitute "personally criticizing" them, though not "maliciously attacking" them.
If it were narrowed to say something more like: "no [blah blah]...will, during the same time period, maliciously attack, personally ridicule or make any statement that personally disparages employee", that would be more like the summary you gave.
-Mark