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Affidavit of Barbara Jackson (Yarro et al v Kreidel et al) - as text
Monday, February 14 2005 @ 03:13 PM EST

Here's something odd. In this affidavit [PDF], another one attached to the Yarro/Mott/Christensen complaint [PDF], Barbara Jackson, who was executive assistant to Ray Noorda and Ralph Yarro, tells us two new things about Rob Penrose. First, he wasn't seen crying after meeting with Mr. Mustard, although Ms. Jackson also says that Mr. Mustard was intimidating and hostile to all. After his meeting with Mr. Mustard and before the Christmas luncheon, where he is seen crying, Penrose, she tells us, goes off alone with Val Noorda Kreidel, Noorda's daughter. He takes her to get a badge for the office, and it's only after that that he is seen crying. One can't help but wonder what, if anything, was said by these two as he escorted her to get the badge.

Another thing: according to Ms. Jackson, Penrose family members, who are not named with specificity, allegedly told her at the viewing that Rob Penrose felt threatened and asked for security guards to be placed around his home. Ms. Jackson doesn't tell us who he felt threatened by. I think she means us to understand that he felt threatened by Mr. Mustard. Threatened to do what or else? Or just threatened? What is she implying? That Penrose thought Mr. Mustard would bump him off? Break his knuckles? What? It sounds far-fetched.

But here's the illogical part. This allegedly happened the same day he committed suicide. Does that make sense? I have trouble putting those two things together. Maybe someone can explain to me why a man would do both those things on the same exact day. If you are going to kill yourself anyway, why would you care about having security guards? I am remembering the movie "Casablanca", where Ingrid Bergman points a gun at Humphrey Bogart, and he says, "Go ahead and shoot. You'd be doing me a favor."

Now, I am no expert on suicide -- and you can be positive, if you ever hear I killed myself, that it's not true (and don't accept at face value any stories about me falling into a volcano or the sky falling on my head and killing me or any other so-called accidents either, now that I think of it) -- but it seems to me illogical to ask for protection and then kill yourself immediately thereafter.

Perhaps the answer is that suicide isn't logical. Like I say, I'm definitely no expert. But it sticks out as not fitting in seamlessly into this picture. It doesn't prove it didn't happen just that way, of course. But as a paralegal, those are two items that I'd flag for any attorney I was working for. I think I'd also mark paragraph 10. She tells us that when she saw there were security guards in the building who had taken Mr. Mott and Mr. Christensen to a conference room, she was afraid all of the employees would be asked to leave the building without being allowed to take personal items with them, so she snuck out to her car with what she says were some Christmas presents for her husband. Update: Groklaw member Paul Shirley points out something I completely missed: "Its quite telling that Penrose was left in control of the computer systems after the coup, at a time when so many staff claim to feel intimidated and frightened. Whatever was discussed in that hour long meeting Penrose came out of it trusted."

Ms. Jackson tells the same story that the others told. This executive assistant informs us that in her opinion Mr. Yarro is a skilled businessman on the same level as Ray Noorda, that she heard Mr. Noorda speak glowingly of Mr. Mott, and that Mr. Noorda was generous to her and gave her a $6,000 bonus one year, when a portfolio company was sold. For context, the Mustard/Kreidel/Noorda complaint lists Yarro's largesse to Ms. Jackson like this:

35. In addition to wrongfully enriching himself and Mott, Yarro also executed stock option agreements purporting to grant options on Class A and B shares to various other Canopy employees at strike prices ranging from $5.00 to $19.00 per share, each of which were excessive and constituted waste of corporate assets. Moreover, the grant to Yarro, Mott and Canopy's other employees of options allowing them to acquire in excess of 10,000 Class A voting shares, as detailed below, enabled Yarro, Mott and Canopy's employees to acquire a majority of Canopy's Class A voting shares: . . .

Barbara Jackson - 25 Class A - $5.00 - 100%
Jackson - 24,975 - Class B - $5.00 - 100%

She also tells us, to me heartbreakingly, that she and the Noordas were more like friends, and they would share with her news about their children and grandchildren and she would share information about her family. If I ever had such a relationship established with anyone, I could never be disloyal, not for the rest of my life. That's the heartbreaking part to me, thinking of how the Noordas must be feeling now. Yet, despite drawing a picture of friendship, recently, when the Noordas apparently moved to an assisted living facility, Ms. Jackson only heard about it through someone who wasn't at Canopy. So, while she portrays herself as close to the Noordas, even after Mr. Noorda's daily presence at Canopy was over, clearly that closeness didn't extend to the present.

And by the way, while I think she means to present the news of their going to an assisted living facility to buttress claims of incompetency, I know from researching such facilities for my dad prior to his death that you go to such a facility for many reasons, and many older persons choose to go there long before any age-related medical condition forces them to seek help. It's the new way to deal with the aging process. A friend's mom went to one and didn't die for about ten years.

It's like a gamble, financially. The resident hopes to live a long time before needing assistance, but it's assurance that when the time comes, the help is there and ready. In fact, most such facilities won't even let you be a resident unless you are in reasonable health when you first arrive. I know because my dad didn't qualify at the time he asked me to investigate it as a possible solution for them. I think he wanted to do it so he could die peacefully, knowing that he'd cared for my mother to the end of her life, even if he wasn't alive to do it in person, and he worried about her living alone without him and getting older without assistance should health issues arise, and they wanted to be together to the end, so he liked the idea that if he needed to be in a hospital, she'd be right there, without having to travel to see him. There was a walkway between the apartments and the hospital, and she wouldn't even need to take an umbrella on a rainy day. Yes. A couple of lovebirds, facing old age together with as much ingenuity and courage as possible, wanting to stay close to each other until the final, forced parting.

He had told me that he felt sure he couldn't last more than another year, at most, and he was right. They were a package deal, and while her health qualified her, his wasn't good enough, so he stayed home and my mom and I cared for him until his death less than one year later. So while Ms. Jackson -- very meanly, in my opinion -- repays her warm and generous boss by mentioning that she heard the Noordas had chosen to reside in such a facility, that piece of information proves nothing to me as to their capacity and health. Assisted living facilities are the new "in" thing with elderly folks.

If you have discerned that I found this affidavit deeply disturbing, and offensive, you would be right.


Attorneys for Plaintiffs
[address, phone]



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



VAL NOORDA KREIDEL, an individual,
TERRY PETERSON, an individual,
WILLIAM MUSTARD, an individual, THE
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




Civil No. 050400205

Honorable Anthony W. Schofield, Div. 8


: ss.

BARBARA JACKSON, 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.


2. I have a Bachelor of Science degree from Brigham Young University.

3. In September 1995, I was hired as an Executive Assistant at NFT Ventures, Inc., now known as The Canopy Group ("Canopy"), for Raymond J. Noorda ("Mr. Noorda") and Ralph J. Yarro, III ("Mr. Yarro"). When I started, I worked closely with Mr. Noorda and Mr. Yarro. I enjoyed working with Mr. Noorda and visiting with him. I worked with Mr. Noorda close enough to gain an understanding of his exceptional business skills and to observe the manner in which he operated Canopy. Later, after Mr. Noorda stopped coming into the office regularly, I worked primarily with Mr. Yarro. My duties at Canopy included, among other things, setting up meetings, working on human resources issues for Canopy and Canopy portfolio companies, dealing with accounts receivables/payables and assisting Canopy portfolio companies as necessary. I handled phone calls to Mr. Noorda and/or Mr. Yarro and determined the urgency of the notifying Mr. Noorda or Mr. Yarro of the phone call.

4. Mr. Noorda was always generous with me. For example, when DKI, a Canopy portfolio company, was sold I heard that Canopy employees may receive a bonus. After Mr. Noorda, Mr. Yarro and another company officer met, I was handed a bonus check of approximately $6,000.00. My husband and I were thrilled, and we both went into Mr. Noorda's office to thank him. He told us he was happy to do it and that we should spend it wisely.

5. In 1999, Mr. Noorda received a letter from Darcy Mott ("Mr. Mott") inquiring about employment with Canopy. Mr. Noorda had known Mr. Mott from the time that they had worked at Novell together. Mr. Noorda hired Mr. Mott as Canopy's Chief Financial Officer. Shortly after Mr. Mott started working at Canopy, my husband and I were traveling with Mr. and Mrs. Noorda to Snowbird because Mr. Noorda was being inducted into the UITA's Hall of Fame.


On our way to Snowbird, Mr. Noorda expressed admiration for Mr. Mott and that he would be an asset to Canopy.

6. I always enjoyed working with Mr. Noorda. There was a friendly atmosphere at work and I was always treated as a trusted and valuable employee and friend. As a friend, I helped organize a surprise birthday party for Mr. Noorda's 75th birthday. Mr. and Mrs. Noorda would often share with me personal information about their children and grandchildren, and I would share information about my family. Mr. and Mrs. Noorda told me some of their financial plans, including their plan to make large charitable donations to their church.

7. I have spoken to both Mr. and Mrs. Noorda on numerous occasions through the years. I have never heard Mr. or Mrs. Noorda criticize Mr. Yarro, Mr. Mott nor Brent Christensen ("Mr. Christensen").

8. I recently learned from a person not associated with Canopy that Mr. and Mrs. Noorda had registered to live at a [redacted], an assisted living facility in Provo, Utah.

9. I have known and admired Mr. Noorda and Mr. Yarro the entire time I worked at Canopy. Mr. Noorda and Mr. Yarro treated me with respect as an employee of Canopy. I consider Mr. Yarro to be a skilled businessman, with skills similar to the skills shown by Mr. Noorda when he worked at Canopy.

10. I was aware that on December 17, 2004, at 10 a.m., that there was a meeting of the Board of Directors at ScenicView Center and that Mr. Yarro was attending. Mr. Yarro had not been given an agenda before the meeting, although it had been requested. Shortly after 10 a.m., Darla Newbold asked me why there were security guards in the lobby. A few minutes later, I


was told that attorneys from the Law Firm of Ballard Spahr Andrews & Ingersoll, LLP ("Ballard Spahr") and some security guards had escorted Mr. Mott and Mr. Christensen into a conference room. I was concerned that all of Canopy's employees would be asked to leave the building without being allowed to take their personal items, so I hurriedly gathered some Christmas presents I had for my husband, and took them to my car. When I returned, I saw Frankie Gibson sitting at my desk sobbing. Shortly after Ms. Gibson returned to her desk, I was told that the security guards had escorted Mr. Mott and Mr. Christensen out of the building.

11. David Watkiss, an attorney from Ballard Spahr, came and asked me where he could find Robert Penrose, a Canopy employee. I told him and the men who were with him how to find Robert Penrose's office. A few minutes later, Mr. Watkiss asked me to tell all Canopy employees to meet in the front conference room. At that time, I noticed that there were security guards by both doors that lead out of Canopy's offices.

12. At the meeting on December 17, 2004, a man I had never seen before, William Mustard ("Mr. Mustard"), in a matter-of-fact manner, 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 of Canopy. He told us that Mr. Yarro, Mr. Mott and Mr. Christensen were no longer employees of Canopy and that we should not talk to them. Mr. Watkiss was at the meeting. Val Noorda Kreidel ("Ms. Kreidel") entered the conference room after the meeting had started. At the meeting I was told that I should refer all callers asking to speak with Mr. Yarro to Mr. Mustard. Joyce Wiley told Mr. Mustard that the office was scheduled to close from noon on December 22, 2004 to January 3, 2005. Mr. Mustard confirmed that the Christmas break schedule would remain. During the meeting I informed Mr. Mustard that there was a letter that


one of the portfolio companies needed signed so it could continue talks with a company that wanted to acquire it.

13. I was shocked and upset by the information that we had been given in the meeting. After the meeting I wanted to talk to the other Canopy employees, but did not do so because it appeared to me that the employees were being watched very closely.

14. Later that day I met with Mr. Mustard and Ms. Kreidel. I gave Mr. Mustard the calendar, a list of Canopy portfolio companies, and the letter one of the portfolio companies needed signed. Mr. Mustard asked me whether the acquisition was "a done deal." Ms. Kreidel assured him that she was aware of the deal and that the deal had been in the works for several months. I then returned to my desk.

15. At Mr. Mustard's request, I then arranged for the presidents of many of the Canopy portfolio companies to meet with Mr. Mustard and Ms. Kreidel. It was difficult for me to explain why they needed to come to Canopy's office because Mr. Mustard had directed all Canopy employees that they were not allowed to tell anyone of the purported changes in management.

16. Later, on December 22, 2004, Mr. Mustard met with Rob Penrose for almost one hour. I did not heaer what was said during the meeting because the door to Mr. Mustard's office was closed.

17. On December 22, 2004, I was told that Mr. Mustard wanted to have a meeting with all Canopy employees before the office closed at noon. At that meeting, Mr. Mustard gave each Canopy employee a document. The document I was given was dated December 17, 2004. Mr. Mustard told the employees that we were to sign the document and return it to him.


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 took 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 attitude and felt coerced to sign the document. Mr. Mustard then became angry with Mr. Baker because Mr. Baker had crossed off the date of December 17, 2004 on the document. Mr. Baker tried to explain that the reason why he had crossed out that date was because Canopy employees were not told everything that was in the document on December 17, 2004. Mr. Mustard got very angry and would not 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 a raised voice, that he wanted a "yes" or "no" answer. Mr. Baker finally replied "no." I was extremely upset and frightened by Mr. Mustard's conduct. Other employees were also visibly upset by Mr. Mustard's conduct. The 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.

18. After the employee meeting, Mr. Mustard called me into his office and asked me whether I thought Mr. Baker had lied to him in the meeting. I told Mr. Mustard that I had known Mr. Baker for years and I knew that he was not lying. Mr. Mustard, in a mocking manner, said that I believed people because of my upbringing and religion but that he did not believe people until they had proven themselves to be believable.


19. Before I left for the Christmas luncheon, Rob Penrose told me to turn off my computer because he had been instructed to shut down the computer system during the Christmas break. I shut off my computer and cleaned off my desk, as Mr. Mustard had demanded of all employees. Ms. Kreidel then came in the office and we discussed her getting a badge so that she could enter Canopy without checking in at the front desk. Rob Penrose took her downstairs so she could get a badge. I then left for the Canopy Christmas luncheon.

20. Mr. Mustard did not attend the Canopy Christmas luncheon. When I arrived at the luncheon I was in tears. Rob Penrose was also crying at the luncheon. Throughout the luncheon, the employees discussed how upset they were with the recent events and what had occurred during the meeting. Rob Penrose was particularly distraught and kept repeating that he should not have signed the paper. We tried to reassure Rob Penrose and told him that we all felt threatened and that we had all signed the document under duress.

21. Two days after the Christmas luncheon, I was told that Rob Penrose had committed suicide. That news broke my heart.

22. Mr. Mustard called me a few times during the Christmas break and asked me what I had heard about Rob Penrose's suicide. During one phone call he told me that Rob Penrose's brother wanted to speak to him, but that I should tell him that Mr. Mustard will talk to him "at an appropriate time." At the viewing, Rob Penrose's family told me that Rob had committed suicide because the workplace at Canopy had become so hostile and had placed him under a tremendous amount of pressure. They told me that on the day Rob died, he had said that he felt threatened and has asked for security guards to watch his home.

23. I expected that Mr. Mustard would meet with the employees the first day


Canopy's offices were open after the Christmas break to express sympathies for us for the loss of our friend and colleague. However, Mr. Mustard did not do so.

24. The working conditions at Canopy had become intolerable after December 17, 2004. Prior to that date I had been treated as a trusted and loyal employee. Mr. Mustard treated me very differently. He was demeaning and threatening to me and other Canopy employees. He liked to make people wait for him, and was slow to respond to telephone messages or requests for meetings.

25. I resigned my employment with Canopy on January 7, 2005.

26. 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 permitted to continue as officers of Canopy, I would like to resume my employment with Canopy.

27. I am concerned that my resignation from Canopy will adversely affect Canopy and Canopy portfolio companies. Through my years of experience with Canopy, I have developed a great deal of knowledge regarding Canopy and Canopy portfolio companies. That knowledge was an important resource in providing support to Canopy and Canopy's portfolio companies.

28. I also believe that Canopy and Canopy's portfolio companies have been seriously and adversely affected by the actions purportedly taken on December 17, 2004. I am aware of major transactions in the works that Mr. Yarro, Mr. Mott and Mr. Christensen were very knowledgeable about. Mr. Mustard does not have the knowledge to step into their places. The portfolio companies will be required to spend considerable time and effort explaining the transactions to Mr. Mustard and attempting to gain his support for the transactions. Some of the transactions may be delayed or canceled. Several officers of Canopy portfolio companies have told me that they are concerned that they will not get the same level of support from Mr. Mustard as they had with Mr. Yarro, Mr. Mott and Mr. Christensen.

29. I have exercised my options for Class A Voting stocks in Canopy, to the extent they have vested. To my knowledge there have been no Canopy shareholders meetings or shareholders consent resolutions since February 2004. I am not aware of any Canopy shareholders meetings set to be held in 2005.


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

Notary Public
Residing in Davis County, Utah

My Commission Expires:

18 February 2008
[Notary Public Seal]

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