The lawsuit against Yarro asserts that as Noorda's health worsened he "increasingly relied on and deferred to Yarro's counsel" on all matters relating to Canopy.

It was under these circumstances, the suit against Yarro charges, that Yarro crafted a compensation plan for himself and others in the company that unfairly rewarded them.

"Yarro, aided and abetted by Christensen and Mott, took advantage of Noorda's trust and confidence by implementing excessive and unfair incentive and equity compensation packages," the suit reads. -->

On Dec. 17 Yarro was called to a board meeting, where he was met by two attorneys who told him they represented Mr. and Mrs. Noorda. He was then told that the Noordas were at a separate location, along with their daughter, Val Kriedel, and would participate via speaker phone.

Yarro's affidavit said Mrs. Noorda, "apparently reading from a script," moved for termination of Yarro, Mott and Christensen.

"Following the presentation by Mrs. Noorda, she requested a second," Yarro said in his affidavit. "Her request was met with silence. Following a second request for a a second and a muffled conversation that I could not completely hear, Mr. Noorda seconded the motion. Although, as I said, I was not permitted to hear everything, it sounded to me like Mr. Noorda had to be instructed to second the motion."

"I did not believe that Mr. Noorda understood what he was doing, or that he was mentally able to follow and understand what was occurring."

With two votes to his dissenting one, Yarro was ousted as CEO and replaced by William Mustard, an independent consultant who lives in New York.

Five days later, Mustard allegedly held a meeting with all remaining Canopy employees, during which he instructed them to sign a document and return it. In sworn affidavits from a handful of employees who were there that day, the meeting became tense and confrontational.

After the meeting, several employees were distraught, especially Rob Penrose, Canopy's director of information systems, who was in tears throughout the day and kept repeating that he shouldn't have signed the document, according to several affidavits.

The next day, on Dec. 23, the father of four died of a self-inflicted gunshot wound to the head in his Taylorsville home.

Five other employees have since resigned, reducing the staff to Mustard and three other employees, two of which whom handle "real estate and physical facility matters," according to Yarro.

"In my experience, employee resignations following significant management changes is not uncommon," Mustard said in an affidavit.

He said he is in the process of hiring replacements for those who have left.

"The case is pretty well laid out," said attorney David Watkiss, who is representing Mustard, Kriedel and the Noordas. "It's an abuse of trust on the part of Mr. Yarro and others. It's about the wasting and misappropriation of company funds."

Kimball, speaking for Yarro, said Noorda was aware and approved of the compensation and incentives plan for Canopy employees and that he intended for Yarro to be an equal partner in the firm.

A four-day hearing on the matter in 4th District Court is scheduled to begin March 8 in Judge Anthony Schofield's courtroom.

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E-mail: jhyde@desnews.com