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Frankie Gibson's Affidavit (Yarro et al v. Kreidel et al) - PDF and text
Thursday, February 24 2005 @ 02:21 AM EST

Here's the last of the scanned affidavits that were submitted with the Yarro complaint [PDF] in Yarro et al v. Kreidel et al. Our thanks go to Frank Sorenson for picking them up for us and doing the scanning. This affidavit is by Frankie Gibson [PDF], a secretary ("administrative assistant"), who sings in the same chorus with the rest of the ex-employees and hits all the same notes. The judge doesn't need to hear a half dozen people tell him the same thing over and over, and you may be a bit sick of it yourselves. I know I am, but I'm on this quest to present the entire history of the SCO story, and I've passed the point of no return. Therefore, I slog on, and so here it is, for the archives.

She does provide us with some unique details. For one thing, she mentions that she is a "friend" of Mrs. Noorda, having met her when Ms. Gibson worked at the Church of Jesus Christ of Latter Day Saints. Probably not such good friends any more, I'm guessing, after this affidavit, in which Ms. Gibson takes her stand against her former boss and his wife. She tells about going to the Noordas home after the coup with a box of documents and being met by the son, John, who won't let her in the door until Mrs. Noorda tells him to, and even then only lets her in the foyer, and he watches her the entire time from the kitchen. I gather the son is not a friend to Ms. Gibson and the impression left by the story is that he is disgusted with that crew and trusts Ms. Gibson about as far as he can throw her.

She also informs us that at the first employee meeting with Mr. Mustard, whom she clearly dislikes, Mr. Mustard told the employees that they were not to speak with Yarro, Mott or Christensen. She also tells us that after Rob Penrose leaves a meeting with Mr. Mustard, he had tears in his eyes. And she tells us, "The portfolio companies relied upon Mr. Yarro's and Mr. Mott's business advice and guidance." Ms. Gibson appears in the Canopy et al complaint:

Frankie Gibson - 35 Class A - $19.00 - 25% starting 2/8/01
Gibson - 34,965 Class B - $19.00 - 25% starting 2/8/01

When she expressed to Mr. Noorda once that she was worried that if she died, her children wouldn't get her shares, Mr. Noorda reassured her that if anything happened to her, Canopy and he himself would provide for her children, and now she has repaid him with this affidavit.

*****************************

STANLEY J. PRESTON (4119)
MICHAEL R. CARLSTON (0577)
MARALYN M. REGER (8468)
SNOW, CHRISTENSEN & MARTINEAU
Attorneys for Plaintiffs
[address]
[phone]


IN THE FOURTH JUDICIAL DISTRICT COURT
UTAH COUNTY, STATE OF UTAH


RALPH J. YARRO III, an individual,
DARCY G. MOTT, an individual, and
BRENT D. CHRISETNSEN, an individual,

Plaintiffs,

vs.

VAL NOORDA Kreidel, an individual,
TERRY PETERSON, an individual,
WILLIAM MUSTARD, an individual, THE
NOORDA FAMILY TRUST, a Trust,
RAYMOND J. NOORDA, an individual
and a trustee of the Noorda Family Trust,
LEWENA NOORDA, an individual and a
trustee of the Noorda Family Trust, and
JOHN DOES 1 THROUGH 10,

Defendants.

AFFIDAVIT OF FRANKIE GIBSON



Civil No. 050400205



Honorable Anthony W. Schofield, Div. 8


STATE OF UTAH

COUNTY of UTAH
)
: ss.
)

FRANKIE GIBSON, being first duly sworn, upon oath, deposes and says:

1. I am over twenty-one years of age and have personal knowledge of the facts stated below.

1

2. I have extensive office experience, including experience working as an administrative assistant for The Church of Jesus Christ of Latter Day Saints, prior to my employment with The Canopy Group, Inc. ("Canopy").

3. In October 2000, I was hired as an Administrative Assistant at Canopy. I worked primarily with Joyce Wiley, Canopy's Controller and Corporate Secretary, and Barbara Jackson, Canopy's Executive Assistant. My duties included, among other things, invoicing, preparing checks for Canopy, Canopy Properties and preparing wire transfers for Angel Partners and Canopy portfolio companies. I also assisted Joyce Wiley with human resources, including, among other things, the preparation of COBRA notices for Canopy employees and certain Canopy portfolio companies.

4. I became acquainted with Raymond J. Noorda ("Mr. Noorda") and Lewena Noorda ("Mrs. Noorda") when I worked at the Church of Jesus Christ of Latter Day Saints, before I started working at Canopy. I have had several conversations with Mr. and Mrs. Noorda through the years, and have become friends with Mrs. Noorda. I have been in their home on several occasions. When I started working at Canopy, I admired Mr. Noorda's keen business abilities.

5. During a meeting in 2000 or 2001 that Mr. Noorda attended, I expressed my concern that due to the vesting periods set forth in the equity plan, in the case of my death, my children would not inherit my shares. Mr. Noorda told me not to worry, that if I died, that he and Canopy would take care of my family's financial needs.

6. I have never heard Mr. or Mrs. Noorda criticize Ralph J. Yarro, III ("Mr. Yarro"), Canopy's President and Chief Executive Officer, Darcy Mott ("Mr. Mott"), Canopy' s Vice

2

President, Chief Financial Officer and Treasurer, nor Brent Christensen ("Mr. Christensen"), Canopy's Vice President, Corporate Counsel and Assistant Secretary.

7. On January 14, 2005, I was asked to take a box containing two binders with documents to Mr. and Mrs. Noorda's home. When I arrived at the home, John Noorda, Mr. and Mrs. Noorda's son, answered the door. He did not invite me into the home. When Mrs. Noorda saw me, she told John Noorda to let me in the home. John Noorda let me in the foyer and very quickly escorted Mr. Noorda out of the room adjoining the foyer. John Noorda then watched me from the kitchen the entire time I was with Mrs. Noorda.

8. The time previous that I had seen Mr. Noorda was when Mr. and Mrs. Noorda had come to a meeting at Canopy in 2004. Mr. Noorda had greasy hair and a disheveled appearance. He shuffled around the office hallways, in a large circular route, laughing, and saying he was getting his exercise. In all the years I had known him, it was the first time I thought that he did not appear to know who I was. I have great respect for Mr. Noorda and am sad to make this assessment and disclosure.

9. I have known Mr. Yarro for approximately eight years. Mr. Yarro has treated me with respect as an employee of Canopy. I consider Mr Yarro to be a skilled businessman, similar in skill to Mr. Noorda. I also admire Mr. Yarro's high morals.

10. I was aware that on December 17, 2004, Mr. Yarro was attending a meeting of Canopy's Board of Directors at ScenicView Center. While Mr. Yarro was at the meeting, I saw a group of men come into the Canopy offices. I was very upset when I saw these men escort Mr. Mott and Mr. Christensen to a conference room and then out of the building. After Mr. Mott and Mr. Christensen were no longer in the building, an attorney from the Law Firm of Ballard Spahr

3

Andrews & Ingersoll, LLP ("Ballard Spahr") asked to speak with Robert Penrose, a Canopy employee. Shortly thereafter our computers were shut down. I was then told that Canopy employees were to report to a conference room for a meeting. On my way to the meeting, I noticed that security guards were posted at all of the doors leaving Canopy's office area.

11. At the meeting on December 17, 2004, a man I had never seen before, William Mustard ("Mr. Mustard") informed Canopy employees that as a result of an action of Canopy's Board of Directors, he was now the President and Chief Executive Officer. He told us that Mr. Yarro, Mr. Mott and Mr. Christensen were no longer employees of Canopy and that we were not to speak to them. David Watkiss, an attorney from Ballard Spahr was at the meeting. Val Noorda Kriedel ("Ms. Kriedel") came into the meeting late. I was upset by what was communicated during that meeting. After the meeting, I was too scared to talk to the other employees. It appeared to me that Mr. Mustard, the attorneys and the security guards were watching the employees very closely.

12. The transition was handled in an intimidating manner. Later that day I was told I was to meet with Mr. Mustard and Ms. Kriedel. Mr. Mustard greeted me by asking in a stern voice, "What questions do you have to ask?" I was too frightened by him to ask questions. Mr. Mustard then asked, "What do you do?" After I gave a brief answer, I was dismissed from the meeting. Rob Penrose was called to meet with Mr. Mustard and Mrs. Kriedel after me. I noticed that when Rob Penrose left the meeting, he had tears in his eyes.

13. On Monday, December 20, 2004, when I returned to work the computers were still down. Mr. Mustard did not speak to me on Monday.

14. On Tuesday, December 21, 2004, the computers were still down in the morning. I

4

was told Mr. Mustard wanted to meet with me again. In that meeting, Mr. Mustard again asked me, "What do you do?" I explained again. I asked Mr. Mustard whether he liked Utah. He told me that this was "just a job" and that all he sees from his office window is scenery. After that comment, our meeting ended.

15. On December 22, 2004, I was told that Mr. Mustard wanted another meeting with all Canopy employees. At that meeting, Mr. Mustard presented each Canopy employee with a document. He told us that we were to sign the document and return it to him. The document I was given to sign was dated December 17, 2004. When Dan Baker ("Mr. Baker"), a Canopy employee, stood up to get a pen to sign the document, Mr. Mustard told him in a raised voice to "SIT DOWN." Darla Newbold, Canopy's Legal Assistant, was taking a little longer to read the document than the other employees. Mr. Mustard, in an angry voice, asked Darla Newbold whether she had a problem with the document. I was intimidated by Mr. Mustard's rude and abrasive attitude and felt coerced to sign the document. Mr. Mustard then became very angry with Mr. Baker. Mr. Mustard asked why Mr. Baker had crossed off the date of December 17, 2004. Mr. Baker tried to explain that the reason why he was changing the date was because Canopy employees were not told everything that was in the document on December 17, 2004. Mr. Mustard got angrier and refused to listen to Mr. Baker's explanation. Mr. Mustard repeatedly asked Mr. Baker, in a raised and angry voice, whether Mr. Baker had spoken to others about what had occurred on December 17, 2004. When Mr. Baker tried to answer, Mr. Mustard interrupted him and repeatedly told him, with an increasingly louder voice, that he wanted a "yes" or "no" answer. Mr. Baker finally replied "no." I was extremely upset and intimidated by Mr. Mustard's conduct. Other employees were also visibly upset by Mr. Mustard's conduct. The

5

employees did not say anything to Mr. Mustard after that heated exchange. Even though that would be the last time Mr. Mustard would see the employees before the Christmas break, Mr. Mustard did not extend any holiday greetings to the employees.

16. Shortly after the meeting, Rob Penrose told me to turn off my computer because he had just been instructed that he had to shut down the computer system during the Christmas break. I shut off my computer, cleaned off my desk, as Mr. Mustard had demanded of all employees, and left for the Canopy Christmas luncheon.

17. Mr. Mustard did not attend the Canopy Christmas luncheon. At the Canopy Christmas luncheon, the employees discussed how upset they were with the recent events and what had occurred during the meeting. Rob Penrose was very distraught. He kept repeating that he shouldn't have signed the paper. We tried to reassure Rob Penrose and told him that we all felt threatened and that the documents had been signed under duress.

18. After the Christmas luncheon, Canopy's offices were scheduled to be closed until January 3, 2005.

19. Two days after the Christmas luncheon I was told that Rob Penrose had committed suicide. That news devastated me.

20. On Monday, January 3, 2005, the first day Canopy's offices were open after the Christmas break, Mr. Mustard called me to his office and said, "Just tell me the mechanics." I did not understand what he was referring to. He repeated the statement several times before I realized he was asking me what paperwork I filled out regarding the death of Rob Penrose. I found his attitude disturbing. I explained to him about the paperwork that I was preparing and the information regarding the life insurance policy that I had given to Rob Penrose's wife. Mr.

6

Mustard did not show any sympathy to me, despite the loss of my friend Rob Penrose, or make any comments of sympathy regarding Rob Penrose's family, including Rob's wife and four children.

21. Since the events of December 17, 2004, I have suffered extreme distress. I have difficulty sleeping and am always close to tears. Mr. Mustard has treated me and other Canopy employees in an angry, unfeeling and rude manner. For example, on one occasion I was startled when I heard Mr. Mustard yell "NO" in an angry voice. Even though I was on the side of the office complex furthest from Mr. Mustard's office, I heard him yelling at a Canopy employee. I later was told that Mr. Mustard was yelling at Mr. Baker. This event, as well as others, made me feel extremely intimidated. I considered the working conditions at Canopy to be intolerable.

22. I resigned my employment with Canopy on January 24, 2005. I did this even though I am a single parent with no other source of income.

23. I have not obtained other employment. To my knowledge, Canopy has not hired someone to fill my position. If Mr. Yarro, Darcy Mott, and Brent Christensen are allowed to continue as officers of Canopy, I would like to resume my employment with Canopy.

24. I am concerned that my resignation from Canopy will adversely affect Canopy and Canopy portfolio companies. For example, there are bills that need to be paid, paperwork that needs to be prepared regarding the 401(k) accounts, and there are filings with the IRS that need to be prepared. There is no one at Canopy to perform my duties. The portfolio companies that relied upon my assistance will now have no one to do the work I performed for them.

25. I also believe that Canopy and the portfolio companies have been adversely affected by the actions purportedly taken on December 17, 2004. The portfolio companies relied

7

upon Mr. Yarro's and Mr. Mott's business advice and guidance.

26. I have exercised my options for Class A Voting stocks in Canopy, to the extent they have vested. To my knowledge a Canopy shareholders meeting was not held in 2004. I am not aware of any Canopy shareholders meeting set to be held in 2005.


---[signature]____
FRANKIE GIBSON


SUBSCRIBED AND SWORN TO before me this 26 day of January, 2005

[notary seal]

My Commission Expires:

18 February 2008


  


Frankie Gibson's Affidavit (Yarro et al v. Kreidel et al) - PDF and text | 198 comments | Create New Account
Comments belong to whoever posts them. Please notify us of inappropriate comments.
Corrections Here Please
Authored by: entre on Thursday, February 24 2005 @ 02:33 AM EST
.

[ Reply to This | # ]

Benchmark Options for non-US readers?
Authored by: igb on Thursday, February 24 2005 @ 03:41 AM EST
Is the level of share options we're seeing in these reports normal? People with limited qualifications working in admin are holding hundreds of thousands of dollars' worth of options: what would be the level of such options in other businesses?

I was offered employment by a couple of .com startups back in the day, in substantially more senior roles (CTO, VP of Operations, that sort of thing) and I wasn't offered remotely those numbers of options, nor were the vesting periods as short.

ian

[ Reply to This | # ]

Shareholders meetings
Authored by: star-dot-h on Thursday, February 24 2005 @ 03:41 AM EST
26. I have exercised my options for Class A Voting stocks in Canopy, to the extent they have vested. To my knowledge a Canopy shareholders meeting was not held in 2004. I am not aware of any Canopy shareholders meeting set to be held in 2005.

So what?

No need for shareholders meetings if this is a private company unless a shareholder specifically asks for one. I take it she and all the others didn't /haven't do/ne that otherwise this would have been mentioned.

---

Free software on every PC on every desk

[ Reply to This | # ]

Off Topic Here
Authored by: The Mad Hatter r on Thursday, February 24 2005 @ 04:01 AM EST

I always wanted to do that.



---
Wayne

telnet hatter.twgs.org

[ Reply to This | # ]

Other Affidavits
Authored by: The Mad Hatter r on Thursday, February 24 2005 @ 04:04 AM EST


What I would be really interested in seeing the is affadavits from the
"portfolio companies", as I seem to remember some where filed. I also
seem to remember that those affadavits where sealed, and I have to wonder why.

Is it possible to get any information on them at all?



---
Wayne

telnet hatter.twgs.org

[ Reply to This | # ]

Buying key staff into your self enrichment scheme makes you a good businessman?
Authored by: Anonymous on Thursday, February 24 2005 @ 04:07 AM EST
I wonder if anyone who didn't have big bonuses paid to
them thinks Yarro is a good businessman - like the
shareholders who are not employees.

[ Reply to This | # ]

Frankie loves Utah
Authored by: RedBarchetta on Thursday, February 24 2005 @ 04:54 AM EST

"I asked Mr. Mustard whether he liked Utah. He told me that this was "just a job" and that all he sees from his office window is scenery. After that comment, our meeting ended."

Is this some kind of carryover persecution complex from the early days of the Mormon religion? I mean, I know they were chased from state to state ions ago, but nowadays Mormons get equal opportunity intolerance across this great land. Americans at large don't hate the Mormons and their religion; they just don't like anything non-Roman Catholic. I thought Mormons knew this and worked around it long ago.

Whether Mr. Mustard likes Utah or not has no bearing on the situation. Period.

What's strange is that Yarro and Christensen felt this statement was important enough to include in the affadavit. Which makes one wonder if this is part of a larger picture I am missing...

BYU, The "Novell" Bunch, The Hatches, CLDS, Donny and Marie, Wilford Brimley...

A fuzzy picture is forming...

---
Collaborative efforts synergise.

[ Reply to This | # ]

Frankie Gibson's Affidavit (Yarro et al v. Kreidel et al) - PDF and text
Authored by: elronxenu on Thursday, February 24 2005 @ 05:42 AM EST
How come none of these affidavits bother to specify what the document was about, that they claim to have been coerced into signing?

Also does anybody have any idea what percentage of the staff are part of the Yarro pack?

I'm thinking "rotten to the core" when I read each of these Yarro pack affidavits.

[ Reply to This | # ]

Frankie Gibson's Affidavit (Yarro et al v. Kreidel et al) - PDF and text
Authored by: belzecue on Thursday, February 24 2005 @ 05:45 AM EST
I mean no disrespect to the Canopy clan, but their template affidavits make them
sound like a pack of children.

In comes a man they've never met before who scares them all half-to-death by
being stern and abrupt (allegedly) -- so scared are they that they daren't speak
to him or one another.

It's like a scene out of a fairytale. Well I'm sorry, but I don't buy it.

We are talking here about grown men and women, and not one of them with a spine,
apparently.

Yes, I know the affidavits are supposed to cast them all as helpless victims,
same as SCO cast itself as the helpless victim. But it's just so childish.

[ Reply to This | # ]

Beginning to sound like a Shakespeare tragedy
Authored by: Anonymous on Thursday, February 24 2005 @ 07:33 AM EST
with Raymond Noorda as King Lear...

[ Reply to This | # ]

Erroneous information and assumptions
Authored by: LarryVance on Thursday, February 24 2005 @ 08:10 AM EST
I have read through all the afidavits that have been published and the comments
related to the Yarro complaint. It is apparent to me that there is a lot of
incorrect information and assumptions. Just because somebody lives in Utah does
not mean that they are Mormon. Just because somebody is Mormon does not mean
that they practice their religion. Just because somebody does not like Utah
does not mean that they hate Mormons.

I do not think that I would want to work for MMM. He seems like a real jerk to
me. That is why he was put in this position IMO. They are trying to clean
house. Attrition is a good way to get rid of unwanted employees. Make it
unpleasant for them and they will just leave.


Some information from another comment is not quite correct.
Dis-fellowship is not the same as ex-communication. Dis-fellowshiping a Mormon
means that they are not allowed to participate in many of the religious
ordinances or rights or hold positions of responsibility. Ex-communication is
when a member is no longer a member. Dis-fellowshipping is determined by a
governing body that also determines that the person can be re-instated without
being baptized anew. If a person is ex-communicated they can repent and be
baptized anew to rejoin the church if the governing body deems so.

The Yarro legal team has provided all these afidavits in support of some
objective, no doubt, and have taylored the material presented by those who have
sworn in their afidavits. I do not see that any who have sworn have hidden
motives. They appear to be telling what they feel and what has happened in
relation to the removal of Yarro et al and their experiences since. I would not
equate their testifying as betrayal. I sense that some of these people are
conflicted and are doing what they are told to do by the legal team. I see the
majority of the people that provided afidavits as sheep. They are just doing
what they are told to do.

---
NEVER UNDERESTIMATE YOUR INFLUENCE!
Larry Vance

[ Reply to This | # ]

Jury Trial
Authored by: OK56 on Thursday, February 24 2005 @ 09:13 AM EST
I don't get it? The only reason I can see that a single individual can cow an
entire room of people is if that room of people all desperately needs that
individual. This obviously isn't the case as all these people subsequently quit
their jobs. I've worked places where we were asked to work 1,000 of hours of
overtime in stifling heat, noise, stinky, had books thrown at me (just once) and
didn't quit. These people all had the temerity to quit after mere days of
"abuse" and yet they didn't stand up for each other during this
hideously abusive meeting? Not one person that didn't quit has filed an
affidavit? The consistent contradiction is so glaring that only a moron
wouldn't see it.

The only rational for these affidavits that explains every point in them is that
they exist to convince a Utah jury that Mustard and the Noorda children are evil
people. Nothing else is even close to sensible. From that perspective then,
each of these individuals quit to drive home that point. From that perspective
then, each of these affidavit's statements regarding these individuals net worth
to the company are either lies (likely) or admittance to the fact that this case
is more important than Canopy's future.

If these people love the Noorda's so much and are so valuable to their company
then why ruin that company? Couldn't they put up with Mr. Mustard for a little
bit until they win back the board? Couldn't they have put up with him at least
until they get a preliminary ruling in the case? Can't they find someone at
Canopy that hasn't recieved an obscene "bonus" (and is thus a party to
the suit) to file an affidavit? Are there other employees?

[ Reply to This | # ]

So where are the portfolio companies?
Authored by: Jaywalk on Thursday, February 24 2005 @ 09:36 AM EST
And she tells us, "The portfolio companies relied upon Mr. Yarro's and Mr. Mott's business advice and guidance."
If they really do rely on Yarro and Mott, why haven't they chimed in? Could it be that they actually rely more on the cash they controlled and listened to the "advice" as a condition of that? If that's the case, expect the portfolio companies to fall into line behind Noorda and Mustard, which would punch a big hole in this argument.

---
===== Murphy's Law is recursive. =====

[ Reply to This | # ]

Cleaned off my desk?
Authored by: Anonymous on Thursday, February 24 2005 @ 12:01 PM EST
In several of these statements people mention that Mean Mister Mustard DEMANDED
that they clean off their desks prior to the Christmas luncheon.

Anyone care to speculate on what the signifence of that statement is? It seems
an odd comment to make.

--
rsteinmetz70112
not logged in.

[ Reply to This | # ]

Yarro et al confront the big picture
Authored by: webster on Thursday, February 24 2005 @ 12:30 PM EST
Yarro et al suffer from the now irreversible impression that as Director, CEO
and employees they were looting their employer, Canopy, and unjustifiedly
enriching themselves. The mental state of the Noorda's works against them. If
their fiaSCO scheme had worked, all would have prospered more an no one would
have noticed or cared. They saw only the potential gains and none of the risks.
So now their only hope is the nuisance and delay game. They also fervently
hope no one mentions any of the "C" words like criminal and
conspiracy. However they are all confounded by the amounts involved, millions,
and will be hard pressed to plead ignorance.

---
webster

[ Reply to This | # ]

Frankie Gibson's Affidavit (Yarro et al v. Kreidel et al) - PDF and text
Authored by: DeepBlue on Thursday, February 24 2005 @ 12:58 PM EST

I've just been reading the Judges decision in NFL v Oakland Raiders (that's the effect PJ has on you - you are no longer satisfied by the 3 line AP summary!) and noticed this discussion on page 26:-

we note that we find the Raiders’ juror declarations less persuasive in view of their remarkable similarity. See Estate of Vetter (1930) 110 Cal.App. 597, 601 [trial court could skeptically view testimony that related facts in almost identical words and with the same level of detail].)

Very interesting to here AllParadox etc comment on this.

---
All that matters is whether they can show ownership, they haven't and they can't, or whether they can show substantial similarity, they haven't and they can't.

[ Reply to This | # ]

Trick or Treat?
Authored by: Anonymous on Thursday, February 24 2005 @ 01:07 PM EST
"On January 14, 2005, I was asked to take a box containing two binders with
documents to Mr. and Mrs. Noorda's home"

Given the reception she got i'm curious who asked her to take the stuff to the
Noordas home?

[ Reply to This | # ]

Stock options (why would you quit?)
Authored by: Anonymous on Thursday, February 24 2005 @ 01:49 PM EST
Let's say I was working someplace, and I had $700,000 worth of stock options (I
wish!), 25% of which were vested. That means that I currently have $175,000
worth of options. So if I quit, I have to sell my options (or lose them in 90
days - big mistake to forget to sell them for very long), and the $175,000 makes
unemployment a lot less painful.

But why would I quit? If I can hang on for another year, the next batch would
vest. That's another $175,000 for me (presuming the stock price doesn't fall -
always a risk). That's one of the points of options - to make employees less
eager to quit.

So why did all these people quit? Well, one explanation would be that the paper
Mustard had them sign indicated that further options would not vest. Suddenly
I have no reason to stick around, and I don't like the new guy (he just cost me
$525,000, and you want me to like him?), and if I sell my options I have enough
money to live for a couple of years without working. And maybe I am talking to
Yarro (even if not the other employees), and he tells me, "Quit (to put
pressure on Mustard/Canopy/Noorda), live off the money from the options I gave
you (subtle reminder of where loyalties should lie), and help me in my lawsuit.
When we win, I'll re-hire you and you'll get your options back."

And maybe, if I believed in Yarro (or was addicted to his money), I'd do it.

MSS

[ Reply to This | # ]

Frankie Gibson's Affidavit (Yarro et al v. Kreidel et al) - PDF and text
Authored by: blacklight on Thursday, February 24 2005 @ 03:01 PM EST
24. "... There is no one at Canopy to perform my duties. The portfolio
companies that relied upon my assistance will now have no one to do the work I
performed for them."

I had been looking for that sentence in her afidavit for a while - they are all
indispensable to the running of Canopy. Frankie must have been one super duper
administrative assistant.

[ Reply to This | # ]

Deadlines and timing
Authored by: Anonymous on Thursday, February 24 2005 @ 03:39 PM EST
>>>Blake Stowell and Laura DiDio on the Canopy Shakeup
Authored by: blacklight on Friday, December 24 2004 @ 09:55 AM EST
The owners of Canopy seem to have expressed some profound unhappiness with the
top management of Canopy's way of doing things: I take it that Ralph Yarro was
one of the prime movers behind Ransom Love's ouster and Darl the Snarl's
hiring,
and that Darl the Snarl's strategic approach was reviewed and signed off on by
Ralph Yarro's general counsel. Given SCOG's precarious and deteriorating legal
and financial positions, I believe that these changes are coming too late to
save SCOG from a one-way trip to the shadowlands - and these changes are by
themselves merely a tentative, timid first step to saving the rest of Canopy
from being sucked into the whirlwind of SCOG's debacle.

The owners of Canopy have made it clear that the next 30 days are the days
where
each individidual within Canopy's entire management will have to justify his or
her continued employment at Canopy. If Darl the Snarl is reporting to Canopy,
then he will be reporting to an audience whose composition has changed.

<<<

Sorry for not linking

I knew this was somewhere, does it give a deadline for the resignations to take
place. From what date did this run? Was something about this in that document to
be signed? Would they be in a better position by resigning rather than being
terminated?

Speculation please.

[ Reply to This | # ]

Hey, wait a minute...
Authored by: Anonymous on Thursday, February 24 2005 @ 04:03 PM EST
The employees had options? Options in what? Canopy?

Can you have options in a privately held corporation? If so, do any special rules apply?

If the options weren't in Canopy, what were they in? SCO? Another Canopy company? Something else?

MSS

[ Reply to This | # ]

At this rate ...
Authored by: Anonymous on Thursday, February 24 2005 @ 05:12 PM EST
... old Ralphie will have fewer toes left than Darly.

Lemme see: an "administrative assistant", a SECRETARY BY ANY OTHER
NAME, gets SEVEN HUNDRED THOUSAND DOLLARS! Holy mackerel.

Ralph & Co just shot more toes off their own feet. If this isn't unjust
enrichment and abominable "business", you'll be hard pressed to tell
me what is.

It is ALMOST unbelievable they filed it. Incompetent lawyers?

[ Reply to This | # ]

Maybe these affidavits are innocent pleas...
Authored by: Anonymous on Thursday, February 24 2005 @ 05:17 PM EST
If you were trying to pull off something like what we think Yarro was trying to
pull off (steal a company from the owner), what kind of people would you want
working for you? Certainly not people who would blow the whistle on you. You
would want dumb people you could fool, sheep you could get to follow you, or
dishonest people you could pay off.

These affidavits may be the (former) employee's way of saying, "See, none
of us were willing to stand up to Mean Mr. Mustard! We're just sheep! We're
not dishonest crooks! Don't prosecute us!!!"

They might feel the need to do something like this, because the option amounts
sure make it look like they were crooks who were being paid off to
co-operate...

Just a thought.

MSS

[ Reply to This | # ]

Frankie Gibson's Affidavit (Yarro et al v. Kreidel et al) - PDF and text
Authored by: jim Reiter on Thursday, February 24 2005 @ 06:17 PM EST


Would Yarro have been responsible for calling the
stockholders meeting in 2004?

Maybe Yarro didn't call a stockholders meeting in 2004
because he (Yarro) did not want the Noordas to see what
was happening.

Do you think that these people (the Yarro gang) think
about what they are saying.

[ Reply to This | # ]

The comments that caught my eye ...
Authored by: dmarker on Thursday, February 24 2005 @ 06:30 PM EST

8. "The time previous that I had seen Mr. Noorda was when Mr. and Mrs.
Noorda had come to a meeting at Canopy in 2004. Mr. Noorda had greasy hair and a
disheveled appearance. He shuffled around the office hallways, in a large
circular route, laughing, and saying he was getting his exercise. In all the
years I had known him, it was the first time I thought that he did not appear to
know who I was. I have great respect for Mr. Noorda and am sad to make this
assessment and disclosure."

9. "I also admire Mr. Yarro's high morals."

12. "I noticed that when Rob Penrose left the meeting, he had tears in his
eyes."

13. "I was intimidated by Mr. Mustard's rude and abrasive attitude and felt
coerced to sign the document."

17. "Mr. Mustard did not attend the Canopy Christmas luncheon."

***************************

8. Here she tells us that Mr Noorda was behaving just like many an older person
often does

9. Here she tells us of her ability to judge other characters

12. Here she (actually they all are) attempts to apply some cause & effect
blame for Penrose's later fatal actions

13. Here she seeks to state what a 'horrid' 'mean' and 'despicable' person Mr
Mustard 'really and truly' is and why she (and the others) did some things (like
sign the paper) that she now regrets (but he coerced me into it).

17. Here I believe she wants us to guess that Mr Mustard is really Scrooge &
she & the other staff all 'umble players acting out Dicken's 'A Christmas
Carol'

Sooo entertaining ;-)

DSM


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Value of stock options
Authored by: LarryVance on Thursday, February 24 2005 @ 10:49 PM EST
I think there is a major misconception of the value of the stock options that
some of the employees held. The issue price of the stock options was possibly
under water and the options have zero value. With the dilution of the stock by
the actions of Yarro et al it is possible that the stock prices were on a never
ending downward spiral. The most favorable stock option strike price was for
Yarro and Mott. Those that had fewer years of service had much lower strike
prices.

There have been several summaries of the actual value (not stock cost) of the
stock options if tendered to the recipients.

---
NEVER UNDERESTIMATE YOUR INFLUENCE!
Larry Vance

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Hired in October, Options in February
Authored by: Anonymous on Friday, February 25 2005 @ 10:22 AM EST
You guys come down pretty hard on the Yarro gang. And maybe they deserve it.
But a couple of things:

1) She was hired in October, got her options started in February, and reports
that Noorda was reassuring her about her vesting schedule sometime soon after.

2) I am not a financial whiz. But with a privately held company, it looks to me
like the options are very contingent on the company either doing well enough to
go public or making enough money to buy back the stock when someone wants to
cash in. The value of the options really isn't the big payday that everyone is
implying.

If she really was talking to Noorda about vesting, then the old geezer must have
known that an "administrative assistant" had stock options. That in
itself says that he was aware of the plan to some degree.

I really don't think this situation is as cut-and-dried anti-Yarrow as you guys
are painting it.



[ Reply to This | # ]

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