Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 1 of 86 EXHIBIT 1 REDACTED VERSION OF DOCUMENT SOUGHT TO BE FILED UNDER SEAL Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 2 of 86 ATTORNEYS' EYES ONLY 1 UNITED STATES DISTRICT COURT 2 NORTHERN DISTRICT OF CALIFORNIA 3 SAN FRANCISCO DIVISION 4 5 6 WAYMO LLC Plaintiff, 7 vs. 8 UBER TECHNOLOGIES,INC.; 9 OTTOMOTTO, LLC; OTTO 10 11 Case No. 17-cv-00939-WHA TRUCKING LLC, Defendants. 12 13 14 **ATTORNEYS' EYES ONLY** 15 16 VIDEOTAPED DEPOSITION OF TRAVIS KALANICK 17 San Francisco, California 18 Thursday, July 27, 2017 19 Volume I 20 21 REPORTED BY: 22 REBECCA L. ROMANO, RPR, CSR No. 12546 23 JOB NO. 2665725 24 25 PAGES 1 - 329 Page 1 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 3 of 86 ATTORNEYS' EYES ONLY 1 2 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA 3 SAN FRANCISCO DIVISION 4 5 WAYMO LLC 6 Plaintiffs, 7 vs. Case No. 8 UBER TECHNOLOGIES,INC.; 17-cv-00939-WHA 9 OTTOMOTTO, LLC; OTTO 10 TRUCKING LLC, 11 Defendants. 12 13 14 15 16 VIDEOTAPED DEPOSITION OF TRAVIS KALANICK, 17 taken on behalf of the Plaintiffs, at Orrick, 18 Herrington & Sutcliffe LLP, 405 Howard Street, 19 San Francisco, California, commencing at 8:18 a.m., 20 Thursday, July 27, 2017 before Rebecca L. Romano, 21 Certified Shorthand Reporter No. 12546 22 23 24 25 1 APPEARANCES OF COUNSEL (cont'd) 2 3 For the Defendants - Uber Technologies, Inc. and 4 Ottomotto: 5 BOIES SCHILLER FLEXNER 6 BY: KAREN LEAH DUNN 7 BY: MICHAEL BRILLE 8 BY: MARTHA L. GOODMAN 9 Attorneys at Law 10 1401 New York Avenue NW 11 Washington, DC 20005 12 (202)237-2727 13 kdunn@bsfllp.com 14 mbrille@bsfllp.com 15 mgoodman@bsfllp.com 16 17 For the Defendant - Otto Trucking LLC: 18 GOODWIN PROCTER LLP 19 BY: I. NEEL CHATTERJEE 20 Attorney at Law 21 135 Commonwealth Drive 22 Menlo Park, California 94025 23 (650) 752-3256 24 nchatterjee@goodwinlaw.com 25 Page 2 1 APPEARANCES OF COUNSEL 2 3 For the Plaintiff: 4 5 QUINN EMANUEL URQUHART & SULLIVAN, LLP 6 BY: CHARLES K. VERHOEVEN 7 BY: JAMES D. JUDAH 8 BY: DAVID A. PERLSON 9 Attorneys at Law 10 50 California Street 11 22nd Floor 12 San Francisco, California 94111-4788 13 (415) 875-6600 14 charlesverhoeven@quinnemanuel.com 15 jamesjudah@quinnemanuel.com 16 davidperlson@quinnemanuel.com 17 18 19 20 21 22 23 24 25 Page 4 1 APPEARANCES OF COUNSEL (cont'd) 2 3 For the Defendant - Otto Trucking, LLC: 4 GOODWIN PROCTER LLP 5 BY: HONG AN VU 6 Attorney at Law 7 601 South Figueroa Street 8 41st Floor 9 Los Angeles, California 90017 10 (213) 426-2557 11 hvu@goodwinlaw.com 12 13 For the Deponent: 14 ORRICK, HERRINGTON & SUTCLIFFE, LLP 15 BY: MELINDA HAAG 16 Attorney at Law 17 The Orrick Building 18 405 Howard Street 19 San Francisco, California 94105 20 (415) 773-5495 21 mhaag@orrick.com 22 23 ALSO PRESENT: 24 Aaron Bergstrom, In-house Counsel Uber 25 Jeffree Anderson, Videographer Page 3 Page 5 2 (Pages 2 - 5) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 4 of 86 ATTORNEYS' EYES ONLY 1 INDEX 2 DEPONENT EXAMINATION 3 TRAVIS KALANICK PAGE 4 VOLUME I 5 BY MR. VERHOEVEN 14 6 7 8 EXHIBITS 9 NUMBER PAGE 10 DESCRIPTION 11 Exhibit 365 Agreement and Plan of Merger, 152 12 UBER00016453 - UBER00016523; 13 14 Exhibit 366 Newco Notes, UBER00060321 164 15 UBER00060347; 16 17 Exhibit 367 Miscellaneous Document, 62 194 18 Pages; 19 20 Exhibit 368 Email 1/5/2016 Subject: 207 21 Structure, UBER00060661; 22 23 Exhibit 369 Email String Subject: Newco 213 24 milestones, UBER00063615 25 UBER00063616; 1 E X H I B I T S (cont'd) 2 NUMBER PAGE 3 DESCRIPTION 4 Exhibit 377 Text Message, UBER00073891; 246 5 6 Exhibit 378 Email 3/31/2016 Subject: 248 7 Whiteboard translation TK 8 points, UBER00075047 9 UBER00075048; 10 11 Exhibit 379 Email 4/11/2016 & attached Zing 256 12 Board Slides, UBERT00100344 13 UBER00100352; 14 15 Exhibit 380 Minutes of Special Meeting 259 16 4/11/2016, UBER00101482 17 UBER00101498; 18 19 Exhibit 381 Joint Defense, Common Interest 275 20 and Confidentiality Agreement, 21 UBER00074893 - UBER00074903; 22 23 Exhibit 382 Indemnification Agreement, 276 24 UBER00074855 - UBER00074875; 25 Page 6 1 E X H I B I T S (cont'd) 2 NUMBER PAGE 3 DESCRIPTION 4 Exhibit 370 Email String Subject: Newco 217 5 Update/Urgent Response Needed, 6 UBER00060147 - UBER00060156; 7 8 Exhibit 371 Email String Subject: Newco 220 9 Update/Urgent Response Needed, 10 UBER00060665 - UBER00060676; 11 12 Exhibit 372 Email String Subject: Newco, 227 13 UBER00063618 - UBER00063622; 14 15 Exhibit 373 Email 1/28/2016 Subject: 233 16 Newco, UBER00063617; 17 18 Exhibit 374 Google Calendar Meeting 235 19 3/11/2016, UBER00071424; 20 21 Exhibit 375 Email 3/21/2016 Subject: Newco 240 22 timing, UBER00060643 23 UBER00060644; 24 25 Exhibit 376 Text Message, LEV_002310; 244 Page 8 1 E X H I B I T S (cont'd) 2 NUMBER PAGE 3 DESCRIPTION 4 Exhibit 383 Text Message, UBER00073820; 278 5 6 Exhibit 384 Text Message, UBER00073809 - 280 7 UBER00073811; 8 9 Exhibit 385 Email String Subject: Quick 285 10 updates, UBER00070012 11 UBER00070013; 12 13 Exhibit 386 Email String Subject: Quick 290 14 Updates, UBER00063707 15 UBER00063708; 16 17 Exhibit 387 Email String Subject: 295 18 Messaging Notes, UBER00064468 19 UBER00064469; 20 21 Exhibit 388 Email String Subject: 298 22 UBER000064406 - UBER000644007; 23 24 25 Page 7 Page 9 3 (Pages 6 - 9) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 5 of 86 ATTORNEYS' EYES ONLY 1 E X H I B I T S (cont'd) 2 NUMBER PAGE 3 DESCRIPTION 4 Exhibit 389 Email 9/20/2016, Subject: 306 5 Birdhouse LIDAR discussion, 6 UBER00076770; 7 8 Exhibit 390 Retained; 311 9 10 Exhibit 391 Letter 6/20/2017. 319 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 1 MR. JUDHA: James Judha, Waymo. 2 MR. PERLSON: David Perlson, 3 Quinn Emanuel, Waymo. 4 MS. GOODMAN: Martha Goodman, 5 Boies Schiller, on behalf of Uber Technologies and 2 8:18 a.m. 3 ---o0o--- 4 5 THE VIDEOGRAPHER: Good morning. We are 08:18:16 6 on the record at 8:18 a.m. on July 27th, 2017. 7 This is the video-recorded deposition of 8 Travis Kalanick. My name is Jeffree Anderson, here 9 with our court reporter, Rebecca Romano. 10 We are here from Veritext Legal Solutions 08:18:31 11 at the request of counsel for the plaintiff. 12 This deposition is being held at 13 405 Howard Street in San Francisco, California. 14 The caption of this case is Waymo, LLC, 15 versus Uber Technologies. Case number is 17-00939. 16 08:18:44 Please note that audio and video 17 recording will take place unless all parties agree 18 to go off the record. Microphones are sensitive 19 and may pick up whispers, private conversations, 20 and cellular interference. And please be aware of 08:18:53 21 that. 22 Please state your name and the firm you 23 represent, beginning with the noticing attorney. 24 MR. VERHOEVEN: Charles Verhoeven, 25 Quinn Emanuel, representing Waymo. 08:19:10 08:19:16 6 Ottomotto. 7 MR. BERGSTROM: Aaron Bergstrom, in-house 8 counsel, Uber. 9 MR. BRILLE: Mike Brille, Boies Schiller, 10 on behalf of Uber and Ottomotto. 11 08:19:30 MS. HAAG: Melinda Haag, 12 Orrick Herrington & Sutcliffe, on behalf of 13 Mr. Kalanick. 14 MS. DUNN: Karen Dunn, from 15 Boies Schiller Flexner, on behalf of Uber and 08:19:36 16 Ottomotto. 17 MS. VU: Hong-An Vu of Goodwin Procter, 18 on behalf of Otto Trucking. 19 MR. CHATTERJEE: Neel Chatterjee of 20 Goodwin Procter, on behalf of Otto Trucking. 21 THE VIDEOGRAPHER: Thank you. 22 The witness will be sworn in and counsel 08:19:44 23 may begin the examination. 24 THE REPORTER: If you could raise your 25 right hand for me, please. Page 10 1 San Francisco, California; Thursday, July 27, 2017 08:19:14 08:20:06 Page 12 1 THE DEPONENT: (Complies.) 08:20:06 2 THE REPORTER: You do solemnly state, 3 under penalty of perjury, that the testimony you 4 are about to give in this deposition shall be the 5 truth, the whole truth, and nothing but the truth? 08:20:06 6 THE DEPONENT: I do. 7 8 9 10 08:20:06 11 12 13 14 15 08:20:06 16 17 18 19 20 08:20:06 21 22 23 24 25 ///// 09:37:59 Page 11 Page 13 4 (Pages 10 - 13) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 6 of 86 ATTORNEYS' EYES ONLY 1 TRAVIS KALANICK, 09:37:59 1 A. Yeah. There were -- I know we had our 2 having been administered an oath, was examined and 2 head of litigation in the room. 3 testified as follows: 3 Q. And who do you mean by that? 4 A. Angela Padilla. 4 5 EXAMINATION 09:37:59 6 BY MR. VERHOEVEN: 5 Q. Anyone else? 6 A. I mean, certainly the leaders of ATG were 08:22:44 7 Q. Good morning, Mr. Kalanick. 7 there. 8 A. Good morning. 8 Q. Anyone else that you remember? 9 Q. Do you know when Waymo filed the 9 A. Not that I remember. But that doesn't 10 complaint in this action? 11 08:20:13 10 mean they weren't there. I just -- I don't A. I think that is sometime in February. 11 remember. 12 Q. Do you know what day? 12 13 A. I do not know. 13 was -- 14 Q. Do you know when Anthony Levandowski Q. Okay. 15 A. -- rushing in to the meeting. 16 litigation? 16 Q. And you spoke directly with 17 A. Sometime in March. 17 Mr. Levandowski? 18 Q. Do you know which day? 18 19 A. I do not know. 19 whole company -- or to the whole group. 20 Q. And how did you find out about that? 21 A. I found out there were sort of a couple 08:20:28 08:20:41 20 08:23:00 Probably came in a few minutes late, so I 14 15 first asserted the Fifth Amendment in the Waymo 08:22:34 08:23:07 A. He was speaking to the whole -- to the Q. After the complaint was filed, did you 08:23:16 21 personally reach out to Mr. Levandowski and say, 22 meetings. They were with attorneys. 22 What's going on here? 23 23 MS. DUNN: Objection to form. 24 THE DEPONENT: I don't have a specific Q. Did you ever talk with 24 Anthony Levandowski about whether he took Google 25 documents or Waymo documents? 08:21:06 25 recollection about a specific conversation, but I Page 14 1 A. Yes. 08:21:08 2 Q. When was the first time you had such a 3 conversation? 4 A. It was upon the complaint. The -- the 5 all-hands the day after the complaint, he 08:21:20 6 discussed -- he discussed working from home and 7 downloading files in that regard. 8 Q. So the complaint was filed, and then 9 there was an all-hands meeting? 10 A. Yeah. Correct. 08:21:55 11 Q. Were you involved in setting up the 12 all-hands meeting? 13 A. No, I wasn't. 14 Q. Did you -- you need to speak up a little 15 bit. 08:22:01 16 A. Sorry. No, I wasn't. I apologize. 17 Q. Who -- who set the meeting? 18 A. I don't know. 19 Q. Did you attend the meeting? 20 A. I did. 08:22:07 21 Q. All right. Who was at the meeting? 22 A. I think it was all of the San Francisco 23 and Pittsburgh ATG employees. At the time I think 24 we called it ATC. 25 Q. Anyone else from management? 08:22:30 08:23:28 Page 16 1 do -- I do feel like some kind of interaction 08:23:33 2 happened post the complaint. 3 Q. (By Mr. Verhoeven) Why do you feel like 4 that? 5 A. I don't know. It's just like a vague 08:23:43 6 sort of understanding, like a vague feeling. 7 Q. Do you remember learning that the 8 complaint was filed? 9 10 A. Yes. Q. Before that time, had you known anything 08:23:53 11 about Mr. Levandowski downloading Google 12 documents -13 A. No. 14 Q. -- and taking them with him? 15 MS. DUNN: Objection to form. 16 THE DEPONENT: No. 17 08:24:03 Q. (By Mr. Verhoeven) So you were surprised 18 then when you read the complaint? 19 A. I haven't read the complaint. 20 Q. You've never read the complaint? 21 A. No. 22 Q. How did you find out about the 08:24:10 23 allegations in the complaint? 24 A. John Quinn called me upon -- I don't know 25 if it was when he -- when the -- when it was filed, Page 15 08:24:19 Page 17 5 (Pages 14 - 17) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 7 of 86 ATTORNEYS' EYES ONLY 1 but it was right around the time it was filed. 08:24:22 1 just -- I don't remember. 08:26:54 2 Q. And what did you do next? 2 3 A. I went to my next meeting. 3 My days are just scheduled sort of -- they're very 4 Q. So did you do anything with -- next with 4 full. They start early in the morning and they go 5 respect to the allegations of the complaint? 08:24:31 6 A. I mean, we had an all-hands the next day. 7 Q. So you didn't reach out to 9 5 sometimes till 11:00 p.m. or midnight. And 7 somebody in the minutes between meetings. 8 Sometimes the meetings just keep rolling. MS. DUNN: Objection to form. 9 Sometimes they go long. THE DEPONENT: I may have. I don't 08:24:44 10 Q. But you -- you saw him and you interacted 11 remember specifically. 11 with him at this all-hands meeting, correct? 12 12 A. Correct. Yes. 13 Q. Did you ask him, What's the deal with Q. (By Mr. Verhoeven) Well, do you remember 13 having the -- withdrawn. 14 Do you remember the substance of the 08:24:52 15 A. I don't remember specifically saying 16 after the filing of the complaint relating to this 16 that, but that feels, of course, like something 17 allegation of the download of Google documents? 17 that I would want to know. 18 18 A. The first substantive conversation that I 19 recall was at the all-hands. 08:27:27 Q. What did you -- what do you remember 19 saying? Q. Okay. What happened at the all-hands on 08:25:07 20 A. I -- I don't remember that -- like that 08:27:34 21 this subject -- well, just generally, what happened 21 kind of interaction specifically. But he certainly 22 at the all-hands? 22 explained himself during that -- during that 23 23 meeting. A. We got -- we sort of -- we were -- we 24 wanted to talk about the technology that we built 24 25 and that we had built it from the ground up. 1 Q. Wouldn't you expect that you would ask 08:25:24 25 him that question personally? Page 18 We wanted to give the employees the 08:25:27 08:27:51 Page 20 1 MS. DUNN: Objection to form. 2 confidence that we had that the technology was 2 THE DEPONENT: Generally, yeah. I mean, 3 built from the ground up. 3 general- -- 4 Q. Was the meeting called in connection with 5 the filing of the lawsuit? 4 08:25:36 08:27:54 Q. (By Mr. Verhoeven) You don't remember 5 it? 08:27:59 6 A. Yes. 6 A. Don't remember specifically. 7 Q. Okay. And who spoke on that subject? 7 Q. What did Mr. Levandowski say at the 8 A. So I spoke for part of it. Anthony spoke 8 meeting? 9 for part of it. A large portion of the speaking 9 10 time was taken by James Haslam, who was the head of A. He said that he worked from home and that 08:26:00 10 he downloaded files when he worked from home -- 11 the laser effort at ATG. 11 when he worked from home. 12 Angela spoke. And, I mean, other people 12 Q. Anything else? 13 may have, but I don't remember. 13 A. There may have been other things. That 14 14 was certainly something I remember from his -- from Q. Did you have a discussion with 15 Mr. Levandowski before the meeting started to 08:26:25 15 his comments. 16 Q. Do you remember anything else though? 17 you were going to speak about? 17 A. I mean, I remember James showing the 18 18 laser that he built. A. I don't recall specific discussion, but I 19 may have. 19 08:26:37 Q. No. I mean -- I'm sorry. I apologize. 20 Q. Would you expect that you would have? 21 A. I -- I certainly would have liked to. 21 A. I don't remember anything else, no. 22 20 I meant with respect to what Mr. Levandowski said. Q. Do you have any reason to believe you did 22 Q. Okay. Did he specify in any more detail 23 not? 23 than just saying he downloaded files? 24 24 A. I don't think so. 25 Q. Did you have a discussion with him during A. I just don't remember specific 08:26:51 08:28:09 08:28:26 16 discuss what he was going to speak about and what 25 discussion. Doesn't mean I didn't have it, I 08:27:16 14 these allegations about downloading documents? 15 first conversation you personally had with him 20 08:27:04 6 sometimes it could be, you know, just I talked to 8 Mr. Levandowski before he spoke to the whole group? 10 You know, the -- I had my -- my meetings. Page 19 08:28:36 08:28:50 Page 21 6 (Pages 18 - 21) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 8 of 86 ATTORNEYS' EYES ONLY 1 or after the meeting about his admission that he 08:28:53 1 meeting? 08:31:28 2 downloaded files? 2 A. Cameron. I am trying to think who else. 3 MS. DUNN: Objection to form. 3 Nina. Anthony was there. I was there. 4 THE DEPONENT: I don't remember a 4 5 specific discussion, but I do -- I do remember like 08:28:58 6 hearing that, Did any files get to Uber? And doing There may have been others. I don't -- I 5 don't remember. 08:31:47 6 Q. This was an in-person meeting? 7 everything we can to make sure they didn't. 7 A. Yeah. 8 8 Q. Where was it? 9 A. It was at Uber HQ, 1455 Market Street. 10 Q. Why would Mr. Levandowski tell you at Q. (By Mr. Verhoeven) Were you aware prior 9 to the meeting that Mr. Levandowski had Google 10 files that he'd taken with him? 08:29:19 11 MS. DUNN: Objection to form. 11 this meeting that he had had five discs of Google 12 THE DEPONENT: We had -- we had -- there 12 files? 13 was a discussion during -- during the deal phase in 14 the March time frame -- this is 2016 -- where he 15 had -- where he had told a group of people, and I 08:29:41 13 MS. DUNN: Objection to form. 14 THE DEPONENT: I don't know why he told 15 us. But it's important when you do a deal that 08:32:15 16 was in that meeting, that he had some discs and 16 people sort of disclose if there's any -- any 17 some content from his previous employer. 17 things that need to be discussed before a deal is 18 Q. (By Mr. Verhoeven) What did he -- 18 consummated. 19 A. Backup discs, or something like that. 20 Q. Did he say "backup discs"? 21 A. I think so. 21 meeting for him to disclose that, that you're aware 22 Q. And what did he say about what was on 22 of? 19 08:29:59 08:32:03 Q. (By Mr. Verhoeven) Were there some 20 circumstances that made it appropriate at this 23 those discs? 23 24 A. He didn't. 24 anything specific. 25 Q. Did he -- did he indicate that those 08:30:08 08:32:30 A. I don't remember. I don't remember 25 Q. What was the purpose of the meeting? 1 A. You know, I think as we get closer to 08:32:38 Page 24 Page 22 1 discs contained Google files? 2 08:30:10 A. He indicated that they had some kind of 3 content from his previous employer. 4 3 what are the things we need to do to get a deal Q. Okay. He didn't say they have some kind 5 of content, did he? 6 4 done? 08:30:20 5 A. I don't know what his specific words I don't -- I don't know the specific 7 Q. You don't remember? 8 8 A. No. Q. Okay. And did you say anything in 9 response to that? A. I did. 08:32:53 6 purpose though. 7 were. 10 08:32:45 2 deals, we have to have discussions about, Okay, 9 08:30:30 Q. Going back to the all-hands meeting -- 10 A. Yeah. 08:33:05 Q. -- you don't remember having a discussion 11 Q. What did you say? 11 12 A. I said that he -- we -- that we, as a 12 with Mr. Levandowski after he made his 13 whole, need to make sure that that content does not 13 presentation? 14 make it to Uber, and that he needs to talk to 14 15 attorneys to figure out how to make sure that's 08:30:43 A. I mean, I've had many discussions with 15 Levandowski like over the years. 16 done properly. 16 Q. I meant -- I meant -- let me -- 17 17 A. Yeah. Q. But you don't remember at this meeting 08:33:19 18 asking him what is it that's on the files? 18 Q. I'm sorry. The question was vague. 19 A. No. 19 A. Yeah. 20 Q. You don't remember asking him about any 20 Q. You don't remember any conversation 08:31:11 21 of the circumstances surrounding the files? 21 during the meeting, after he made the presentation, 22 22 with Mr. Levandowski? A. No, I do not. I just wanted to make sure 23 that files from his previous employer or anywhere 23 24 else were not making it to Uber. 24 meeting wasn't a discussion between him and me. 25 Q. Did anyone -- who else was at the 08:31:27 08:33:26 A. Well, the meeting was -- I mean, the 25 The meeting was us sort of speaking to the company. Page 23 08:33:38 Page 25 7 (Pages 22 - 25) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 9 of 86 ATTORNEYS' EYES ONLY 1 Q. And after it broke up, did you go up and 08:33:44 2 talk to him? 3 A. I don't think so. 4 Q. Why not? 5 A. I got a full day. I mean, I should 08:33:52 6 probably look at my calendar and see what the 7 schedule was. 8 Q. So you maintain a calendar? 9 A. Yeah, of course. 10 Q. How is that maintained? 08:34:03 11 A. My assistant maintains it. 12 Q. And the name of your assistant, please? 13 A. Tyler Blum. 14 Q. And is it stored in a file somewhere? Is 15 it in a program? 08:34:15 16 A. It's on Google servers. 17 Q. Is there an application that she uses? 18 A. Tyler is a guy. 19 Q. I'm sorry. 20 A. That's okay. 08:34:26 21 Q. Is there a application that Mr. Bloom 22 uses? 23 A. Blum. 24 Q. Blum? 25 A. Yeah. 08:34:33 1 He built this thing with his own blood, 08:36:10 2 sweat, and tears. And be accused of -- of doing 3 that, of -- of taking something, he... 4 Q. Are you finished with your answer? 5 A. Well, I was in the middle of my answer. 6 Q. I'm listening. 7 A. Well, okay. To be accused of doing 08:36:34 8 something that he didn't do when he put in his 9 own -- his own mind, his own effort to make 10 something he was proud of was -- was an emotional 08:36:49 11 thing for him, and I think for a lot of people. 12 Q. So are you just saying what you believe 13 he -- he was thinking, or are you talking about 14 something he said? 15 A. I'm talking about how a large group of 08:37:01 16 people felt -17 Q. Okay. 18 A. -- post that complaint. 19 Q. Do you remember what Mr. Haslam said at 20 the meeting? 21 08:37:12 A. Yeah. He talked about the laser that he 22 built and how he built it, how his team built it. 23 You know, he talked about the different components 24 and things you would only know if you built it. 25 And, of course, he never worked at Google. Page 26 08:37:26 Page 28 1 It's called -- it's called 08:34:32 1 Q. Did he -- what else did he say when he 08:37:30 2 Google Calendar. I'm sure your client would be 2 spoke at the meeting? 3 happy about that. 3 A. I think that was the majority of it. 4 Q. What did you say at this all-hands 4 Q. Do you remember anything else that 5 meeting? 08:35:02 5 Mr. Haslam said when he spoke at the meeting? 08:37:40 6 A. I spoke about how it has always been 6 A. I do not. 7 important for us to build technology from the 7 Q. What about Ms. Padilla? 8 ground up, that Uber, we're innovators at Uber. At 8 A. Ms. Padilla, she spoke about our 9 Uber, we're leaders. 9 confidence that we had built this technology from 10 And we made sure during the deal process, 08:35:1710 the ground up, and spoke about, sort of at a high 08:38:01 11 as well as subsequent -- you know, following that, 11 level, sort of the kind of processes we go through 12 that the technology we made was ours. 12 to make sure that the technology we build is -- is 13 And this is really about -- you know, 13 ours. 14 we've got literally, at this point, hundreds, if 14 Q. And what processes did she talk about? 15 not close to 1,000 at the point -- at that point, 08:35:35 15 A. She didn't go into the process -- any 08:38:21 16 hundreds of people who built this technology 16 processes in detail, but, you know, just our 17 themselves with their own hands, with their own 17 values, you know, and the things we do, just at a 18 minds. And we're being accused of not having done 18 high level, to make sure that we built things the 19 so. 19 right way. 20 And for them it was an emotional thing. 08:35:49 20 Q. And what things did -- did that -- that 08:38:37 21 Right. So James Haslam, the guy who 21 Uber does -22 built our laser team and built the laser which we 22 A. Yeah. 23 have been -- you know, we have been trying to get 23 Q. -- did she mention? 24 to market, he didn't work at Google. He didn't see 24 A. I don't remember specifically what those 25 any files. 08:36:08 25 were that she mentioned. 08:38:45 Page 27 Page 29 8 (Pages 26 - 29) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 10 of 86 ATTORNEYS' EYES ONLY 1 A. Yes, I think so. 2 that Google didn't use other people's proprietary 1 Q. Do you remember any process to ensure 08:38:47 2 Q. Okay. What do you remember about that? 3 information that she mentioned during the meeting 3 A. Well, I remember Anthony's answer. 4 when she spoke? 4 Q. Do you remember -- okay. 5 MS. DUNN: Objection to form. 08:39:00 6 MR. CHATTERJEE: Join. 7 MS. DUNN: And Charlie, you might want to 5 6 9 8 MR. VERHOEVEN: Okay. I did misspeak. I 11 What was Anthony's answer? Q. The same thing you remembered him saying 9 before? 08:39:08 THE DEPONENT: I am not familiar with 10 A. Correct. Yes. 11 Q. Do you remember anything else about what 12 Google's processes. 12 he said in his answer? 13 13 Q. (By Mr. Verhoeven) Yes, I meant to say 14 Uber. 15 A. That's okay. Can you say the question 08:40:33 A. Anthony's answer was that he downloaded 7 files when he worked from home. 8 rephrase the question. 10 apologize. 08:40:24 08:39:14 08:40:41 A. I do not. 14 Q. Okay. 15 A. I think it was -- it was -- I remember it 16 again. 16 being a short answer. 17 17 Q. Were you surprised by that answer? Do you remember any process to ensure 18 A. I was not, no. 19 that Uber didn't use other people's proprietary 19 Q. Why not? 20 A. I don't know. I -- I feel like -- I Q. Yes, I will. 18 20 information that she mentioned during the meeting 08:39:22 08:40:58 21 when you spoke? 21 think there's a couple things. One is I kind of 22 22 felt like -- like I'm not sure if it's post A. Yeah. I don't -- I don't think she 08:40:48 23 mentioned specific processes, but she did talk 23 complaint but before the all-hands that we had had 24 about our confidence that we were going to win the 24 some kind of discussion about it, I can't remember, 25 case. 08:39:34 25 or just simply so much confidence that we had done Page 30 08:41:12 Page 32 1 Q. What did she say about that? 08:39:35 1 the right thing and that we built this from the 08:41:16 2 A. She said we're going to win. 2 ground up, that it sounded like a normal answer. 3 Q. Anything else? 3 Q. So it wasn't surprising to you that he 4 A. She may have, but I do remember that 4 downloaded -- he had downloaded Google/Waymo 5 part. 08:39:42 5 documents in his possession? 08:41:30 6 Q. Do you remember anything else? 6 MS. DUNN: Objection to form. 7 A. Not specifically. 7 THE DEPONENT: I think it was -- if 8 Q. Generally, that she said? 8 indeed that's what happened, that's certainly 9 A. I think -- I think I have spoken to that. 9 unfortunate. I was not happy about that. 10 Q. So you've told me everything you 08:39:52 10 Q. (By Mr. Verhoeven) Do you remember not 08:41:40 11 generally remember? 11 being happy? 12 A. Yeah. 12 A. Yeah. Certainly, over time I became more 13 Q. Okay. 13 and more unhappy about it, but yes. 14 A. Yeah. 14 Q. Did you -- I think you mentioned, but 15 Q. Did anyone ask any questions at the 08:40:03 15 correct me if I'm wrong, that when you spoke -08:42:02 16 all-hands meeting? 16 A. Yeah. 17 A. Yes. 17 Q. -- at the meeting, you talked about steps 18 Q. Who asked questions? 18 that were taken during the process of the 19 A. I don't know. 19 acquisition that ensured that no information made 20 Q. Do you remember any of the questions 08:40:1220 it to Uber? 08:42:15 21 generally? 21 A. I mean, I didn't get into steps, but I 22 A. No. 22 talked about our confidence, the confidence I had 23 Q. Did anyone ask about whether the 23 in the team that did the deal, and generally the 24 allegations in the complaint about downloading 24 team that built processes to make sure that content 25 documents were true? 08:40:23 25 from anybody's previous employer, and certainly 08:42:33 Page 31 Page 33 9 (Pages 30 - 33) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 11 of 86 ATTORNEYS' EYES ONLY 1 Google in this particular transaction, didn't make 08:42:36 1 deal. 08:44:48 2 it to Uber. 2 Q. So can you give me a time frame? 3 Q. And what team were you referring to? 3 A. Sorry. Let's call it March/April of 4 A. You know, the deal team. So this would 4 2016, in that time period. 5 be like Cameron on bus dev and corp dev; Salle Yoo, 08:42:44 6 our general counsel, and her team, you know; and 5 Q. You had a conversation concerning whether 7 various other folks that were involved. 7 documents, correct? 8 8 MS. DUNN: Objection to form. 9 THE DEPONENT: Can you restate the Q. I assume -- well, let me ask you. Was 9 there any transcript or video of the all-hands 10 meeting? 08:43:04 10 question. 08:45:13 11 A. I don't know. 11 MS. DUNN: Also -- 12 Q. Before the complaint was filed -- let me 12 MR. VERHOEVEN: I can read it back. 13 MS. DUNN: The only conversations that 13 back up. I'm now scoping out again -- 14 we've talked about are conversations with 14 A. Yeah. 15 Q. -- and ask you general questions. 16 A. Yeah, yeah. 16 to answer. 17 Q. You've already testified that you recall 17 08:43:18 15 attorneys. And the witness has been instructed not 18 a conversation before the complaint was filed in 18 during this time frame that concern the subject 19 matter of Mr. Levandowski and whether or not he 20 A. Yeah. 20 took Google or Waymo documents, correct? 21 Q. Okay. 21 MS. DUNN: Objection. Same basis. 22 A. Some sort of backup discs or something, 22 The witness is instructed not to answer. 08:43:32 23 yeah. 08:45:36 23 He has already told you that the only conversation 24 he has had and you have asked about are with Q. Other than that conversation, do you 25 recall any conversation that you had with 08:43:38 25 counsel. Page 34 1 Mr. Levandowski about whether or not he had Google 08:43:40 1 08:45:50 Page 36 MR. VERHOEVEN: Yes. But he's also 2 or Waymo files before the filing of the complaint? 2 testified that he had conversations on that 3 A. No. 3 subject. I'm simply confirming that. 4 Q. Do you -- do you recall any conversation 5 that you had with anybody about whether 4 08:43:53 6 7 the filing of the complaint? 7 A. No. I mean, outside -- sorry. Excuse 08:45:53 MS. DUNN: Well, if you believe he's 5 testified to it, you don't need to confirm it. 6 Mr. Levandowski took Google or Waymo files prior to 8 08:45:19 Q. (By Mr. Verhoeven) You had conversations 19 which Mr. Levandowski referred to these discs. 24 08:45:02 6 or not Mr. Levandowski downloaded Google/Waymo 08:45:59 The witness is instructed not to answer. Q. (By Mr. Verhoeven) Who was at the -- how 8 many meetings do you recall in March or April? 9 9 me. Outside of discussions -- a couple of 10 discussions with attorneys as we were going through MS. DUNN: Objection to form. 10 MR. CHATTERJEE: Join. 11 a diligence process. 11 THE DEPONENT: I don't know. Two or 12 12 three. I can't say for sure, but that feels about Q. Okay. So there was a couple of 08:44:12 13 discussions with attorneys that covered that 13 right. 14 subject? 14 15 A. Yeah. 16 Q. Okay. What do you remember? 08:44:20 08:46:09 Q. (By Mr. Verhoeven) And why did you have 15 these meetings? 08:46:22 16 MS. DUNN: Objection. Same basis. And I'm happy to stop this deposition if 17 MS. DUNN: Objection. 17 18 I'm going to instruct the witness not to 18 we're going to continue to have questions that just 19 answer about conversations that he had with 19 get to privileged communications. 20 attorneys. 20 08:44:28 Q. (By Mr. Verhoeven) Is there anything -- 21 Q. (By Mr. Verhoeven) Do you remember when? 21 22 A. It was leading up to the deal -- leading 22 about nonprivileged aspects of my questions, 08:46:32 MR. VERHOEVEN: He's allowed to testify 23 up to the closing of the deal, yeah. 23 Counsel. 24 Q. So August 2016? 24 25 A. Sorry. Leading up to the signing of the MS. DUNN: That's not what you're asking 08:44:45 25 about. Page 35 08:46:38 Page 37 10 (Pages 34 - 37) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 12 of 86 ATTORNEYS' EYES ONLY 1 A. I don't remember specifically. 2 meeting because attorneys required you or asked you 1 Q. (By Mr. Verhoeven) Did you have this 2 Q. Was anything else discussed at the 3 to? 3 meeting? 4 MS. DUNN: Objection. Same basis. 5 You're instructed not to answer. 6 08:46:40 4 08:46:46 Q. (By Mr. Verhoeven) What was the purpose 08:48:44 A. I think so, yes. 5 Q. Can you tell me what you remember. 6 A. I don't remember much of it. 7 of the meeting? 7 Q. Do you remember anything, though? 8 MS. DUNN: Objection. Same basis. 8 A. Not really. 9 MR. VERHOEVEN: I'm making my record, 10 Counsel. 11 9 08:48:50 Q. Okay. So the answer is no? 08:46:56 10 A. The answer is not really. MS. DUNN: Well, you -- you made your 11 Q. But you don't remember -- you can't 08:49:02 12 record. 12 identify for me anything else that occurred in the 13 13 meeting, correct? MR. VERHOEVEN: No. I have to make my 14 record so that when I go and move to compel later, 15 I have a basis. And I can say -- demonstrate to 08:47:02 14 MS. DUNN: Objection to form. 15 THE DEPONENT: I'm trying to think if 08:49:13 16 the Court the specific questions that you 16 there's anything. I mean, other than generally 17 instructed on. 17 just talking about the deal and getting the deal to 18 So I'm going to ask the questions. 18 closure, I -- I don't have more specifics on that. 19 MS. DUNN: Charlie, as you know, if you 19 20 continue to ask the same questions about the same 08:47:15 Q. (By Mr. Verhoeven) Okay. Did you have 20 another meeting during the March/April time frame 08:49:36 21 privileged information, that's improper. 21 on the subject of Levandowski and Google or Waymo 22 22 documents? Q. (By Mr. Verhoeven) Who was at the first 23 of these meetings? 23 24 24 general counsel about diligence, generally. A. So what I can do is I can speak to the 25 meeting I had that didn't have attorneys. 08:47:27 25 A. I had at least a couple meetings with my Q. Was the subject of Google documents 08:50:03 Page 40 Page 38 1 Q. Okay. 2 A. So -- 08:47:29 2 1 discussed during those meetings? 3 Q. Which meeting was that? 3 those meetings would be privileged. 4 A. That was the meeting that had Cameron and 4 5 Nina and Anthony, and possibly others, I just can't 08:47:37 6 remember. And this is the meeting we spoke to 5 08:50:06 MS. DUNN: Objection. The content of You're instructed not to answer. Q. (By Mr. Verhoeven) And when you say 6 "general counsel," who was that at the time? 7 earlier -- that I spoke to earlier. 7 A. Salle Yoo. 8 8 Q. Was the subject of diligence concerning Q. Okay. So this is the meeting about the 9 five discs or that -- in which the five discs came 10 up? 11 9 Mr. Levandowski discussed at this meeting? 08:47:54 10 A. Well, I -- I'm not sure how many discs, MS. DUNN: Objection. Content of the 12 13 13 Q. Okay. And why were you having that 14 meeting? You're instructed not to answer. Q. (By Mr. Verhoeven) There was a couple of 14 meetings, correct? A. Okay. We were having that meeting 08:48:06 15 A. I remember -- I remember a couple. Like 16 because -- well, I don't remember the exact, like, 16 it -- it's -- it feels like it was a couple. I 17 calendar request or purpose, but we were getting 17 don't know for sure, but something like that. 18 through a deal process and we wanted to sort of get 18 Q. Who was at the first meeting? 19 to the -- see if we can get to closure on the deal. 19 A. I don't know. I know that our general 20 Q. Did someone at the meeting ask 08:48:28 20 counsel was. I'm not sure if there were others 21 Mr. Levandowski whether or not he had any Google 21 there or not. I can't remember. 22 documents? 22 23 A. I don't remember that. 23 counsel? 24 Q. Do you remember whether he volunteered it 24 25 or whether it was in response to a question? 08:50:38 11 meeting and discussions is privileged. 12 but it was something like that, yes. 15 08:50:17 08:48:38 25 Page 39 08:50:49 08:51:05 Q. Do you remember if there were outside A. I can't remember. I don't think so. Q. Was anyone from Morrison Foerster there? 08:51:15 Page 41 11 (Pages 38 - 41) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 13 of 86 ATTORNEYS' EYES ONLY 1 A. I don't know. 08:51:22 2 Q. Was anyone from O'Melveny Myers there? 3 A. I don't know. 4 Q. Same questions for the second meeting. 5 Do you remember who was there? 08:51:30 6 A. No, not specifically. 7 Q. You do remember that general counsel 8 Salle Yoo was there? 9 A. Yes. 10 Q. Was anyone else from Uber there? 08:51:39 11 A. Possibly, but I just -- I just don't 12 remember. 13 Q. Was anyone from Otto there? 14 A. I don't know. I don't think so. 15 Q. Was Mr. Levandowski there? 08:51:51 16 A. I don't think so. 17 Q. And that goes for the -- the first of 18 those two meetings, too? 19 A. Yeah. 20 Q. Did you learn that -- at either of these 08:52:09 21 meetings, did you learn that Mr. Levandowski had 22 taken Google documents when he left? 23 MS. DUNN: Objection. Contents of the 24 meeting would be privileged communications. 25 The witness is instructed not to answer. 08:52:23 1 other than the ones you've already testified about? 2 MS. DUNN: Objection to form. 3 MR. CHATTERJEE: Join. 4 5 08:53:17 THE DEPONENT: No. Q. (By Mr. Verhoeven) After the -- we're 08:53:36 6 still way out. After the all-hands meeting -7 A. Yeah. 8 Q. -- moving forward from that -- 9 A. Yeah. 10 Q. -- what was the next conversation, if 08:53:49 11 any, that you had with Mr. Levandowski concerning 12 the subject of whether or not he took Google/Waymo 13 documents? 14 A. I don't remember the next conversation 15 specifically. But regarding this topic, I was 08:54:01 16 pretty -- I was pretty serious with him about 17 making sure that these files had not and will not 18 make it to Uber. 19 Q. And can you explain what you mean by 20 "pretty serious about." 21 08:54:49 A. We believe in building things, and we 22 believe in building things the right way. And I 23 wanted to make it absolutely clear that no files of 24 any kind from anybody's previous employer make it 25 to Uber. And I have always made that very clear to 08:55:10 Page 44 Page 42 1 MR. VERHOEVEN: To just whether he 08:52:29 1 many people at the company. 08:55:13 2 learned it. 2 3 3 somebody downloading files, you say, Look, have -- MS. DUNN: What he learned at those 4 has any of these files made it over to Uber? 4 meetings would be privileged. 5 And when you hear of something like MR. VERHOEVEN: Okay. I'm just 08:52:34 6 clarifying -- 5 And you get through that question, and 08:55:28 6 then the next question or the next sort of 7 MS. DUNN: I understand. 7 statement or command is, You need to make sure that 8 MR. VERHOEVEN: -- you're instructing on 8 nothing of any kind that comes from any previous 9 place makes it to this company, period. 9 that. 10 11 MS. DUNN: I'm instructing on that. 08:52:40 Q. (By Mr. Verhoeven) Going back out, any 10 Q. What did you say to Mr. Levandowski on 11 that subject? 12 other conversations concerning Levandowski's taking 12 13 the Google documents, other than what you've 13 made it very -- well, the first question is, Did 14 already testified about -- 14 anything make it to Uber? 15 A. Yeah. 16 Q. -- prior to filing of the complaint, that 08:52:53 15 A. I made it very clear to him that we -- I And he made it very clear to me that 17 Uber in any way. 18 18 20 21 A. No. And the second part is, I made it very 19 clear to him how important it was to me that that MS. DUNN: Objection to form. MR. CHATTERJEE: Join. 08:56:22 16 absolutely nothing that he downloaded made it to 17 you remember? 19 08:56:08 08:52:57 20 was the case and that we would look into 08:56:37 21 everything, every server, every person at the Q. (By Mr. Verhoeven) Okay. Prior to the 22 filing of the complaint, are there any other 22 company, to make sure that that was true. 23 conversations that you've had with anyone that you 23 24 can recall that concerned the subject matter of 24 conversation happen? 25 Mr. Levandowski taking Google or Waymo documents, 08:53:13 25 Page 43 Q. Okay. So -- when -- when did this A. I don't remember -- I don't remember when 08:56:50 Page 45 12 (Pages 42 - 45) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 14 of 86 ATTORNEYS' EYES ONLY 1 this specific conversation happened or like the 08:56:52 2 exact date or time, but I know that that kind of 3 conversation happened with him. 4 Q. How do you know that? 5 A. I just -- I just generally recollect that 08:57:07 6 kind of conversation. 7 Q. But you don't remember when it happened? 8 A. No. 9 Q. Do you remember what month it happened 10 in? 11 08:57:18 A. I mean, I can guess that it was pretty 12 close to the all-hands meeting. 13 Q. Was it after or before the all-hands 14 meeting? 15 A. I feel like that was after, but I don't 08:57:31 16 know for sure. It may have been after the 17 complaint and before the all-hands, but I -- I 18 can't remember for sure. 19 Q. Was it in February of 2017? 20 A. I mean, whenever the complaint was and 08:57:50 21 the all-hands, there was probably, I don't know, 22 maybe 12 to 24 hours in between. It was either in 23 that portion of time or in the hours following the 24 all-hands meeting. And I don't know exactly -25 Q. Was the conversation in person? 08:58:00 1 Q. What did you say to him generally? 08:59:25 2 A. I generally said -- well, the -- the 3 first -- the first thing is, Did any of these files 4 make it over to Uber? 5 Q. Okay. So you asked him that question. 08:59:38 6 A. Yes. 7 Q. What did he say? 8 A. He said, Absolutely not. 9 Q. Did you ask him, Did you take Google 10 files with you? 08:59:48 11 A. I did not ask him. 12 Q. Why not? 13 A. I -- I don't know. I just didn't. 14 Q. Wouldn't that be important to you to 15 know? 08:59:56 16 MS. DUNN: Objection to form. 17 THE DEPONENT: My biggest concern was 18 that nothing from Google ended up at Uber. That 19 was the most important thing for me. 20 Q. (By Mr. Verhoeven) But you were 09:00:09 21 concerned that -- that -- about the allegation that 22 he downloaded 14,000 proprietary files from Google 23 before he left and joined your company, weren't 24 you? 25 MS. DUNN: Objection to form. 09:00:19 Page 46 Page 48 1 A. I don't know for sure. 08:58:04 1 THE DEPONENT: I was very -- I didn't 09:00:21 2 Q. Was it over the phone? 2 know the details of the allegation. We were going 3 A. It may have been. 3 to -- we were going to look into that allegation 4 Q. But you don't remember if it was in 4 and find out what the details were. 5 person or over the phone? 08:58:14 5 But in the -- in the moment of that 09:00:33 6 A. I do not know. 6 complaint and sort of let's call it the following 7 Q. Was anyone else present during the 7 days, my No. 1 concern is that nothing from Google 8 conversation or on the line? 8 ended up at Uber. Period. 9 A. I don't know for sure. I mean, on the 9 And I was not just going to ask and find 10 line, my guess is probably not if it were over the 08:58:23 10 out, Hey, did anything make it? But I was also 09:00:50 11 phone. If it were in person, it could have just 11 going to do everything in my power to verify that 12 been like passing in the hall, or it could have 12 that was true. 13 been that I was with an attorney. I just don't -13 Q. (By Mr. Verhoeven) But my question was, 14 I don't remember. 14 certainly you were concerned about the allegation 15 Q. Would that have been set on your 08:58:41 15 that had been made in the complaint that 09:01:04 16 calendar? 16 Mr. Levandowski took files with him when he left 17 A. It may have been. I don't know. I -- I 17 Google to join Uber. 18 don't -- I don't know. 18 MS. DUNN: Objection to form. 19 Q. Did you schedule a meeting with him about 19 Q. (By Mr. Verhoeven) Weren't you concerned 20 it? 08:58:54 20 about that? 09:01:19 21 A. I don't remember a specific meeting about 21 A. Anytime there's an allegation, and 22 it other than the all-hands, of course. 22 including this kind of allegation, you're going to 23 Q. What did you say to him specifically? 23 have some kind of concern. And then the next thing 24 A. I don't remember what I specifically 24 is you have to start looking into it and find out 25 said. 08:59:25 25 what's true. 09:01:31 Page 47 Page 49 13 (Pages 46 - 49) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 15 of 86 ATTORNEYS' EYES ONLY 1 Q. At the time you had the conversation, you 09:01:32 1 going on. 2 were concerned about that, right? 2 Q. By whom? 3 3 A. I don't remember. A. Yes. But what I -- but what I was most 4 concerned about was making sure that nothing from 5 Google -- verifying that nothing from Google had 09:01:43 6 made it over to Uber. 7 Now, I was generally confident that Q. You don't remember? 5 A. No. 6 Q. What conversations did you have within 8 9 comes, you need to double- and triple-check. Q. But you are sure you didn't ask him 4 09:03:48 7 Uber about this investigation that you referred to? 8 nothing had. But when an allegation like that 10 09:03:45 MS. DUNN: I will just caution the 9 witness to only answer to the extent that it 09:01:57 10 doesn't involve conversations with counsel. 09:04:02 11 whether he downloaded those files? 11 THE DEPONENT: Yeah. 12 A. He admitted that he downloaded files. 12 MR. VERHOEVEN: So just for the record, 13 Q. Okay. Did you talk about that with him 13 Counsel, you're instructing the witness not to 14 when you had this conversation shortly after the 14 answer any conversations he had with counsel about 15 complaint? 15 the subject of any investigations that were done 09:02:07 16 A. I don't remember doing that, no. 16 after the filing of the complaint? 17 Q. Why wouldn't you? 17 18 MS. DUNN: Objection to form. 19 THE DEPONENT: I was most concerned about 09:04:10 MS. DUNN: I am -- I am instructing the 18 witness to answer your question only to the extent 19 that it doesn't involve privileged communications 20 whether files had made it to Uber and had -- that's 09:02:22 20 with counsel. That's my instruction. 21 where I'm starting. 21 22 22 on the subject of investigations done after the You can imagine being in my position. 23 The first thing you're going to ask, Did anything 23 complaint? 24 that you have from your previous employer make it 24 25 to Uber? 25 is to ask the question. 09:02:32 09:04:21 MR. VERHOEVEN: Including conversations MS. DUNN: Charlie, your responsibility Page 50 09:04:29 Page 52 1 And then you get a very confirma- -- I 09:02:34 1 Q. (By Mr. Verhoeven) Do you remember any 09:04:30 2 got a very confirmatory, Absolutely not. 2 discussions you had with anyone within Uber about 3 And then my second thing is, We are going 3 investigations done after the filing of the 4 to make sure that that is the case. We are going 4 complaint? 5 to have independent investigators look into this 09:02:44 5 A. I do. 09:04:38 6 and find out whether that is true. And you need to 6 Q. Okay. 7 make sure that that continues to be true. 7 A. Those -- all of those conversations 8 Q. (By Mr. Verhoeven) Okay. Do you 8 happened with attorneys for -- with the company. 9 remember what you said to him about having 9 Q. And for the record, how many -- what -10 independent investigators -09:03:02 10 what did you discuss? 09:04:50 11 A. No. 11 MS. DUNN: Objection on grounds of 12 Q. -- make sure? 12 privilege. 13 A. I don't remember the specifics, but we 13 The witness is instructed not to answer. 14 certainly had an investigation that started looking 14 Q. (By Mr. Verhoeven) How many discussions 15 through every server forensically, and started 09:03:15 15 did you have? 09:04:57 16 interviewing -- started interviewing, you know, 16 A. I can't remember. 17 many engineers, dozen of engineers, to verify that 17 Q. What's your best estimate? 18 they hadn't seen any files, and verify that those 18 A. I would say a few to a handful. And 19 files never touched us. 19 these could have been brief things like, What's the 20 Q. Did you direct that specifically to 09:03:33 20 status? Or What's the update? 09:05:11 21 happen? 21 Sorry. 22 A. Our chief security officer, Joe Sullivan, 22 MS. DUNN: The witness is instructed not 23 did. 23 to answer to the extent that it concerns content of 24 Q. And how do you know that? 24 the conversations. 25 A. At some point I was told that that was 09:03:42 25 Q. (By Mr. Verhoeven) What was -- so you 09:05:19 Page 51 Page 53 14 (Pages 50 - 53) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 16 of 86 ATTORNEYS' EYES ONLY 1 asked what was the status -09:05:20 1 remember having an interaction like that of some 09:07:55 2 A. Yeah. 2 kind. 3 Q. -- of the investigation at these meetings 3 Q. Is that the best you can recall? 4 with counsel? 4 A. That's the best, yeah. 5 A. These are conversations -09:05:27 5 Q. All right. Let's -- let's scope out 09:08:03 6 MS. DUNN: I'm sorry. Hold on. I have 6 again. 7 to -- I mean... 7 A. Okay. 8 (Discussion off the stenographic record.) 8 Q. And let me ask, for the record, other 9 MS. DUNN: Objection on grounds of 9 than this general recollection you have -10 privilege. 09:06:19 10 A. Yeah. Yeah. 09:08:32 11 The witness is instructed not to answer. 11 Q. -- did you have any other conversations 12 Q. (By Mr. Verhoeven) When was the first of 12 with Mr. Levandowski after the complaint was filed 13 those meetings? 13 concerning the subject of whether he took 14 A. I can't remember. 14 Google/Waymo documents? 15 Q. How many were there exactly? 09:06:30 15 A. I mean, the general recollection, like 09:08:50 16 A. I can't remember. 16 that kind of conversation could have happened more 17 Q. Over what period of time did they occur? 17 than once. I don't know for sure. 18 A. Over the months following the complaint. 18 Q. You have no specific recollection. 19 Q. And what did you learn from those 19 A. No. 20 meetings with counsel? 09:06:47 20 Q. Do you have any recollection that's -09:09:01 21 MS. DUNN: Objection on grounds of 21 that's in any way concrete of speaking to 22 privilege. 22 Mr. Levandowski after the complaint was filed, 23 The witness is not -- instructed not to 23 other than this general recollection you have given 24 answer. 24 me -25 Q. (By Mr. Verhoeven) Did you receive 09:06:58 25 A. Yeah, no. 09:09:13 Page 54 1 reports during those meetings of the status of the 09:06:59 2 investigation? 3 MS. DUNN: Objection on grounds of 4 privilege. 5 The witness is instructed not to answer. 09:07:04 6 Q. (By Mr. Verhoeven) Let's go back -- 7 MS. DUNN: Can we get a time check. 8 THE VIDEOGRAPHER: We have been on the 9 record for 49 minutes. 10 THE DEPONENT: Six hours and 11 minutes. 11 MS. DUNN: Oh, this might be a good time 09:07:25 12 to mention. So our position is, as I emailed you 13 last night -14 MR. VERHOEVEN: Let's do that off the 15 record because I don't want to use up time. 16 17 09:07:31 MS. DUNN: Okay. Q. (By Mr. Verhoeven) Let's go back to this 18 conversation that -- where you talked about the two 19 things -20 A. Yeah. 21 Q. -- with Mr. Levandowski. 22 A. Yeah. 23 09:07:40 And, again, that's like a general -- like 24 I can't remember the specific conversation, but I 25 recollect those being the important things, and I 09:07:53 Page 55 Page 56 1 Q. -- on the subject of whether or not he 09:09:13 2 took Google/Waymo proprietary information? 3 A. Well, I think the -- the all-hands was a 4 very specific recollection. 5 Q. Other than that. 09:09:27 6 A. No. 7 Q. At any time? 8 A. No. 9 Q. Why didn't you fire Mr. Levandowski after 10 the complaint was filed? 09:09:43 11 A. I did. 12 Q. I mean right after the complaint was 13 filed. 14 A. Oh, well, look, at Uber we have -- you 15 know, we see a number of allegations and 09:09:55 16 complaints. And the way we think about that is, 17 when we see an allegation, we take it really 18 seriously. 19 We look into it. We investigate it. We 20 get to the bottom of it. And then we make a 09:10:14 21 decision about what to do about it. 22 And so immediately following an 23 allegation, we have to look into the allegation and 24 see what the details are before we take some kind 25 of action. 09:10:29 Page 57 15 (Pages 54 - 57) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 17 of 86 ATTORNEYS' EYES ONLY 1 Q. Why didn't you fire Mr. Levandowski after 09:10:30 1 Q. (By Mr. Verhoeven) People work from home 2 you learned from him -- from Mr. Levandowski 2 at Uber all the time, too, don't they? 3 himself, that he did download Google documents at 3 4 the all-hands meeting? 4 Q. How common a practice is that, generally? 5 A. More common than I would like. 6 Q. So can you be any more specific about 5 A. I think his explanation at the all-hands 09:10:44 6 meeting was that he was downloading files to work A. Yes. 7 from home. 7 that? 8 8 Q. So -- but you didn't ask him whether or 9 not he still had those and whether or not he was 10 using those files? 9 09:11:00 10 09:12:28 A. About what, specifically? Q. People do it a lot? A. You know, I would say not a lot, 09:12:39 11 MS. DUNN: Objection to form. 11 but it -- but I would say people at Uber work 12 THE DEPONENT: Like I said, I made sure 12 pretty hard. 13 that none of those files made it to Uber and that 14 they were not being used. 15 Q. (By Mr. Verhoeven) Did you specifically 09:11:07 09:12:19 13 Q. Right. 14 A. And sometimes that means it's after 15 having dinner with -- you know, with the family or 16 ask him, Did any of those files you downloaded 16 something, and that's at home. 17 make -- make it to Uber? 17 18 A. Absolutely. 18 there's communications all the way up past 19 Q. What did he say? 20 A. Absolutely not. 21 Q. Did you ask him, Do you still have those 09:12:48 Q. Looking at your documents, it looks like 19 midnight. 09:11:16 20 Is that pretty routine at Uber? 21 MS. DUNN: Objection to form. And -- I 09:12:58 22 files? 22 will leave it at that for now. Objection to form. 23 A. I did not ask him that. 23 24 Q. Why not? 24 ethic. 25 A. I don't -- I don't know. I was -- I was 09:11:23 25 THE DEPONENT: I take pride in our work Q. (By Mr. Verhoeven) So it is pretty 09:13:11 Page 58 1 mostly -- I was most concerned that content data, 09:11:25 Page 60 1 routine. 2 et cetera, from a previous employer was not being 2 3 used to build what we build here at Uber. 3 people no. 4 Q. Well, you knew that Mr. Levandowski took 5 his personal laptop to work, right? 09:11:39 6 MS. DUNN: Objection to form. 7 THE DEPONENT: I didn't know that. 8 09:13:12 A. I mean, for some people yes, for some 4 Q. And -- 5 A. As an owner in the business, I would like 09:13:15 6 it to be more routine. 7 Q. (By Mr. Verhoeven) You didn't know there 9 were any restrictions on that, did you? 9 10 MS. DUNN: Objection to form. 11 THE DEPONENT: I am just not in the weeds Q. And you don't expect them to -- to be at 8 the office at that point in time, right? 09:11:48 10 A. It just depends, but not generally. Q. So it's okay if they're responding from 09:13:26 11 emails at home, right? 12 of that kind of stuff. 12 A. Yeah. 13 13 Q. I may have asked this before, and I Q. (By Mr. Verhoeven) People take their 14 personal laptops to work all the time at Uber, 14 apologize if I did. But you learned at the 15 don't they? 15 all-hands meeting that Mr. Levandowski had 09:11:55 16 MS. DUNN: Objection to form. 16 downloaded documents, correct? 17 THE DEPONENT: I don't think that's a 17 09:13:53 A. Yes, but there may have been a -- there 18 normal process -- a normal thing. I think it 18 may have been some conversation after the complaint 19 might -- maybe happens. You know, maybe it happens 19 but before the all-hands where we discussed it. I 20 with some employees, but it's not something that we 09:12:06 20 just can't remember the specifics of it or whether 21 generally do. 21 it happened or not. I just can't remember. 22 22 Q. (By Mr. Verhoeven) It's not prohibited, Q. Did you take any disciplinary action 23 is it? 23 against Mr. Levandowski once you learned that? 24 24 25 A. I don't think so. MS. DUNN: Objection to form. 09:12:14 09:14:11 I mean, not later -- not two or three 25 months later, but in direct response to learning Page 59 09:14:21 Page 61 16 (Pages 58 - 61) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 18 of 86 ATTORNEYS' EYES ONLY 1 that. 2 09:14:24 1 happened with attorneys in the room that, for A. No. We -- we look into the allegations 09:16:27 2 obvious reasons, I can't speak to. 3 first, then decide what kind of disciplinary 3 4 actions to take. That's generally how we -- we 4 Mr. Levandowski without attorneys in the room where 5 approach things. 6 09:14:35 Q. Well, you had that discussion with 5 you learned that he had files from Google, right? Q. But you knew personally that he had 6 7 downloaded Google documents at that time, right? 7 attorney in the room, but it was a -- it was an 8 MR. CHATTERJEE: Form. 8 all-hands. 9 THE DEPONENT: We learned -- I think, in 10 the all-hands, you know, he stated that he 9 09:14:43 Q. No, I'm talking about in the intake 10 process back in March of 2016 -- 11 downloaded files while working from home -- 11 12 Q. (By Mr. Verhoeven) So you did -- 12 meeting, yeah. 13 A. -- when he was working at Google, which 13 14 doesn't -- that -- we have to look into the details 09:16:37 A. Well, in that discussion there was an 09:16:50 A. Yeah, that's true. There was that one Q. Yeah. That was part of the transaction, 14 right? 15 about the complaint, we have to understand what he 09:15:00 15 A. Correct. Yeah. 16 said, we have to get to the bottom of it, and then 16 Q. You don't remember specifically -- 17 decide what kind of action we should take. 17 A. Yeah. 18 18 Q. -- what step it was -- 19 A. Yeah. 20 Q. -- but -- and you would agree that part Q. Somebody asked him does he still have 19 those files at that time, didn't they? 20 MS. DUNN: Objection to form. 21 THE DEPONENT: Not a conversation I know 09:15:12 09:16:58 09:17:02 21 of Uber's process when they're taking in an 22 about. 22 employee from a competitor would be to determine 23 23 whether or not the -- they have any of that former Q. (By Mr. Verhoeven) So you don't know 24 whether anyone asked him, Do you still have those? 25 A. I don't know. 24 employer's confidential documents in their laptop, 09:15:19 25 right? 09:17:22 Page 62 1 Q. And you didn't know whether he still had 1 MS. DUNN: Objection to form. 2 the files at that time? 2 MR. CHATTERJEE: Join. 3 A. I didn't know specifically, no. 3 THE DEPONENT: When you do a transaction, 4 Q. And that wasn't of concern to you whether 4 an M & A transaction, or something of that nature, 5 he still had them or not? 09:15:24 Page 64 09:15:34 5 there's generally going to be a diligence process 6 MS. DUNN: Objection to form. 7 THE DEPONENT: I may have assumed he just 7 really sort of has general processes to try to 8 prevent these -- prevent content to come from the 9 somebody's downloading files when they're working 9 previous employer to where they're going, yes. 09:15:45 11 okay. 12 10 Q. (By Mr. Verhoeven) So you would have 09:17:52 11 expected that you would have learned already if he And then if you -- you know, then -- then 12 had down- -- had downloaded Google documents, 13 in the transaction itself, we went through a 13 right -- 14 diligence process that I felt, you know, my 14 MS. DUNN: Objection to form. 15 Q. (By Mr. Verhoeven) -- before the 15 people -- I have a lot of trust in their expertise 09:15:59 16 and how they -- how they do things to make sure 16 all-hands -- before the complaint was filed? 17 that these files just weren't over at Uber. 17 MR. CHATTERJEE: Form. 18 So I felt good about our processes. 18 MS. DUNN: Objection to form. 19 Q. (By Mr. Verhoeven) Part of that 19 THE DEPONENT: I have executives that 20 diligence process, correct me if I'm wrong -- 09:16:13 20 work for me, that have a lot of experience, a lot 21 A. Yeah. 21 of expertise in doing diligence and transactions, 22 Q. -- is to ask the employee coming over 22 and I depend on them to make sure those things 23 whether or not the employee has any files from the 23 happen -- the right things happen. 24 former employer, correct? 24 25 09:17:32 6 that, you know, does everything -- or, you know, 8 didn't have them. Right. When somebody's -- when 10 at their employer, that -- that's -- I think that's 09:17:22 A. So these kinds of conversations may have 09:16:25 25 Page 63 09:17:59 09:18:10 Q. (By Mr. Verhoeven) I understand that. A. Yeah. 09:18:23 Page 65 17 (Pages 62 - 65) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 19 of 86 ATTORNEYS' EYES ONLY 1 Q. But you've testified that Uber is very 09:18:24 1 with him -09:20:38 2 careful about that and that they take steps to 2 MS. DUNN: Objection to form. 3 ensure that that doesn't happen, right? 3 Q. (By Mr. Verhoeven) -- that he had taken 4 A. Yeah. We -- I -- I -- I generally 4 from Google? 5 understand that to be true, yes. 09:18:34 5 Wouldn't that be surprising? 09:20:44 6 Q. And you would expect that your executives 6 MS. DUNN: Objection to form. 7 would find out, as part of the intake process, 7 MR. CHATTERJEE: Join. 8 whether or not the employee coming in has 8 THE DEPONENT: It would certainly be 9 confidential files that they've taken from their 9 disappointing. 10 former employer, right? 09:18:48 10 Q. (By Mr. Verhoeven) And wouldn't you have 09:20:55 11 MS. DUNN: Objection to form. 11 expected that you would have asked Mr. Levandowski 12 THE DEPONENT: We would -- in any 12 about that? 13 transaction we are going to make sure to take -13 A. I did. 14 you know, to take the important steps you -- you 14 Q. And what did he say about it? 15 have to take to -- to make sure these files don't 09:19:05 15 A. You know, like I said before, he first 09:21:03 16 get across. Files from whatever employer, whether 16 said that he had downloaded files when working from 17 it's the previous one or two previous ones. 17 home, that he had made sure that -- that I -- when 18 And I'm not in the weeds of all the 18 I -- upon me asking, Did any files make it to Uber, 19 details of what that process looks like, but I am 19 has it informed anything that we've done, he made 20 confident -- I'm confident in my people that do 09:19:22 20 it very clear that that was not the case. 09:21:24 21 that. 21 Q. But you didn't ask him, Do you still have 22 And in -- generally, I believe that they 22 stolen files? 23 did a good job in that because everything we've 23 MS. DUNN: Objection to form. 24 seen since shows that nobody's seen these files and 24 MR. CHATTERJEE: Join. 25 these files haven't made it to Uber. 09:19:39 25 THE DEPONENT: I did not. 09:21:32 Page 66 1 Q. (By Mr. Verhoeven) So you would have 09:19:41 Page 68 1 Q. (By Mr. Verhoeven) You didn't ask him, 09:21:33 2 expected that when Mr. Levandowski was being 2 Do you still have any Google documents in your 3 processed by these people, they would have asked 3 laptops or any of your devices? 4 him, Do you have any Google documents that you've 4 5 taken with you, correct? 5 attorneys in the room. But I certainly didn't have 09:21:40 09:19:51 A. Those questions may have been asked with 6 MS. DUNN: Objection to form. 7 MR. CHATTERJEE: Join. 6 that conversation with him one on one. 7 8 THE DEPONENT: Those questions may have 8 of Mr. Levandowski's house before it was acquired 9 been asked. I just don't know the details of that 10 process. 11 Q. You are aware that Ottomotto was run out 9 by you, right? 09:19:59 Q. (By Mr. Verhoeven) But you would have 10 A. Yes. 09:21:59 11 Q. And during that time before the 12 expected that they would have determined that, 12 acquisition, you're aware that Mr. Levandowski was 13 right? 13 working with folks at Uber on the subject of AV, 14 14 and specifically on the subject of LiDAR, correct? A. What I -- 15 MS. DUNN: Objection to form. 15 MS. DUNN: Objection to form. 16 MR. CHATTERJEE: Join. 09:20:05 16 MR. CHATTERJEE: Form. 09:22:29 17 THE DEPONENT: What I would expect is 17 THE DEPONENT: What time period are you 18 that they take the necessary steps to make sure 18 talking about? 19 that files from a previous employer don't make it 19 20 to Uber, and files from a previous employer are not 09:20:17 20 acquisition, during the time when Mr. Levandowski 21 informing how people build things. 21 was working from his home. 22 22 Q. (By Mr. Verhoeven) Okay. So wouldn't it Q. (By Mr. Verhoeven) Prior to the A. I was aware there were meetings, yeah, 23 be surprising to learn later, after that process 23 meetings going on, sure. 24 had been completed by your executives or your team, 24 25 that, in fact, Mr. Levandowski had downloaded files 09:20:33 25 Page 67 09:22:35 Q. On those subjects. A. Are we talking -- I just don't know the 09:22:40 Page 69 18 (Pages 66 - 69) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 20 of 86 ATTORNEYS' EYES ONLY 1 specific time frame you're talking about. 09:22:42 1 in San Francisco, and it sort of depends on the 09:24:36 2 Q. I'm talking about after he left Google -2 time frame. I'm just not sure. 3 A. Yeah. 3 Q. The time frame I'm asking about was the 4 Q. -- when -- and formed a company. 4 one we -5 A. Yeah. 09:22:53 5 A. Yeah, but they -- there may have been 09:24:43 6 Q. Let's just call it Ottomotto -6 multiple different situations during that. And I 7 A. Yes. 7 don't know specifically when a lease was taken out 8 Q. -- generally -8 or... 9 A. Yeah. 9 Q. Did you ever visit Mr. Levandowski during 10 Q. -- and before he became an employee of 09:22:5610 that time period at his house? 09:24:53 11 Uber. 11 A. Once, yes. 12 A. Okay. 12 Q. Okay. 13 Q. During that time period. 13 A. Well, maybe not during that period. I 14 A. Okay. 14 think I visited him prior to the deal happening. I 15 Q. He, while he was working at home -09:23:04 15 took a ride in one of their trucks, which was an 09:25:07 16 A. Yeah. 16 interesting experience. 17 Q. -- was working with members of your 17 Q. After -- at some point you learned that 18 technical team in AV and helping them. 18 Mr. Levandowski was taking -- was refusing to 19 A. Yeah. 19 provide any testimony or documents -20 Q. And specifically that included the 09:23:17 20 A. Yeah. 09:25:46 21 technical -- technological area of LiDAR. 21 Q. -- in this litigation based on his 22 You were aware of that, right? 22 assertion of the Fifth Amendment? 23 A. What I'm aware of is post-signing an 23 MS. DUNN: Charlie, if you're switching 24 agreement in sort of the April time frame that he 24 gears, I think we've been going for more than an 25 started consulting with Uber. The general -- the 09:23:3625 hour, and I think it would be good to take a break. 09:25:51 Page 70 1 general area was around autonomy, like broadly. 2 09:23:41 I'm not aware of any specific Page 72 1 MR. VERHOEVEN: Do you need a break now? 2 THE DEPONENT: I would take a break, take 3 conversations about LiDAR. They -- I'm not saying 3 five minutes, ten minutes, something like that. 4 they didn't happen, but I'm not aware of any 4 MR. VERHOEVEN: Okay. 5 THE DEPONENT: Does that work? 5 specific conversations that happened. 6 09:23:54 Q. But he was consulting on the technology 09:26:04 6 MS. DUNN: Yeah. 7 of AV, generally? 7 What's the time? 8 8 THE VIDEOGRAPHER: Going off the record. A. Yes. 9 MR. CHATTERJEE: Form. 10 THE DEPONENT: Correct. 11 9 The time is 9:25. 09:24:01 Q. (By Mr. Verhoeven) And you were aware 10 (Recess taken.) 09:26:10 11 THE VIDEOGRAPHER: We are back on the 12 that he was doing that from his house? 12 record. The time is 9:38. 13 MS. DUNN: Objection to form. 13 14 THE DEPONENT: I -- I didn't know that 14 talk with anyone about this case on the break that 15 for certain. I don't -- I don't know that for 09:24:07 Q. (By Mr. Verhoeven) Mr. Kalanick, did you 15 we just took? 09:38:51 16 certain. 16 A. No. 17 17 Q. Let's go back to the question I had Q. (By Mr. Verhoeven) Are you aware of any 18 offices that Ottomotto had during that time frame 18 before the break. At some point you became aware 19 that we're talking about? 19 that Mr. Levandowski had -- was refusing to testify 20 09:25:55 A. I remember them talking about some kind 09:24:21 20 or produce documents on the basis of an assertion 09:39:09 21 of Oakland office, but I wasn't sure if that got 21 of the Fifth Amendment right against incrimination, 22 started up or not. I don't know if they had that 22 correct? 23 space or not. 23 A. Correct. 24 24 Q. When did you learn that? I -- I do know they had some space in 25 Palo Alto as well. And I know they had some space 09:24:31 25 Page 71 A. I don't remember the exact date. There 09:39:21 Page 73 19 (Pages 70 - 73) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 21 of 86 ATTORNEYS' EYES ONLY 1 was a meeting at Uber with all attorneys and me, so 09:39:26 1 about everything that you can remember about Google 2 I was the only nonattorney. But there was a 2 documents in your conversations with 3 meeting there where we were -- that I first 3 Mr. Levandowski, right? 4 understood that it was a possibility that Anthony 4 5 may -- may do that. 5 complaint, the all-hands, et cetera, yes. 6 09:39:47 Q. Do you remember what time that meeting 6 A. I mean, I -- I spoke to sort of the 09:42:36 Q. Okay. So did you have meetings with 7 was? 7 Mr. Levandowski about his assertion of the 8 8 Fifth Amendment? A. It feels like an evening meeting. I feel 9 like it was an evening meeting, and it -- and -10 9 09:40:05 A. I did. 10 Q. Okay. How many? 11 answer, not about the content of the meetings, 11 A. Probably -- I -- I don't know exactly. 12 since it was only attorneys and you. 12 It feels -- it was like a very long night with 13 13 attorneys at Uber. Some of those discussions 14 MS. DUNN: I will caution the witness to THE DEPONENT: Yeah. Okay. Q. (By Mr. Verhoeven) I think the question 17 09:40:17 I think that was the question. A. Yeah, it was -- it was in -- it felt like Q. Okay. 16 A. So I don't know how to say how many 09:43:07 18 hours. 19 couple meetings on this topic leading up to him 21 15 17 meetings, but I can tell you it was a whole lot of 18 it was in the evening, and it -- there were a 20 actually deciding not to testify or declare. 09:42:47 14 included Anthony. Some of them did not. 15 was: Do you remember when the meeting was? 16 09:40:40 Q. Do you know why you were at these 19 Q. What did you say on that subject? 20 A. I don't think I can -- I think because 09:43:17 21 of -- there were so many attorneys there, I -- I 22 meetings? 22 may not be able to -- I don't -- I don't know. I'm 23 23 confused. Well, let me ask this: You said -- you 24 testified at least the first one you recall you 25 were the only nonattorney? 09:42:24 24 09:41:06 If I am allowed to answer, then let me -- 25 I'm confused whether I can or not. 09:43:30 Page 74 1 A. Yeah. 09:41:09 2 Q. So why were you the only nonattorney? Do 3 you know why? 4 A. I mean, there was a litigation matter. I 5 was being updated on a litigation matter, so... 09:41:17 6 Q. Okay. Your general counsel wasn't there? 7 A. I can't remember if she was or not. I -8 I certainly remember Angela Padilla, our head of 9 litigation, was there. And there were others, 10 outside counsel, internal counsel. 09:41:38 11 Q. Okay. Did you personally have an opinion 12 on whether or not Mr. Levandowski should assert the 13 Fifth Amendment? 14 A. Definitely. 15 Q. Did you express that in the meetings? 09:41:52 16 A. I most -- I don't know if I can say, if I 17 am allowed to say, whether I can or not, in the 18 meetings. 19 Q. Did you express your opinion at all to 20 anyone? 09:42:05 21 A. Oh, definitely. 22 Q. Okay. To who? 23 A. To attorneys, as well as in later 24 meetings, Anthony himself. 25 Q. Okay. Well, we -- you already testified 09:42:21 Page 76 1 MS. DUNN: I think there's some -- as we 09:43:32 2 recognized last time, there's -- there's confusion 3 just about the specificity of timing. And so if 4 you could rephrase the question. 5 Q. (By Mr. Verhoeven) What did you say on 09:43:46 6 the subject? 7 MR. CHATTERJEE: Form. 8 THE DEPONENT: I can tell you how I felt. 9 I can certainly tell you how I felt about him 10 declaring the Fifth. 11 09:43:59 Q. (By Mr. Verhoeven) I will get to that, 12 but I just want to understand your 13 communications -14 A. Yeah. 15 Q. -- with people about how you felt. You 09:44:05 16 want to start with how you felt, that's fine. 17 MS. DUNN: Charlie, I would like to take 18 a break. Because the witness is -- is confused by 19 the bounds of the privilege. So I would like to 20 take a -- a five-minute break. 21 09:44:20 MR. VERHOEVEN: I would rather not. You 22 can instruct him if you would like. 23 MS. DUNN: I think you'd get a better 24 record. 25 MR. VERHOEVEN: Well, I will take the Page 75 09:44:30 Page 77 20 (Pages 74 - 77) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 22 of 86 ATTORNEYS' EYES ONLY 1 risk. 09:44:31 1 A. When we had -- we had discussions about 09:46:41 2 Okay? 2 how do we -- how do we -- like, is there a way we 3 MS. DUNN: It's your risk. 3 can get -- is there a way that he can testify 4 5 MR. VERHOEVEN: Okay. 4 without him being -- his -- his personal attorney Q. (By Mr. Verhoeven) I will just go back 09:44:40 6 and ask the question again, so -- I don't want to 5 feeling so uncomfortable that he would plead the 09:46:59 6 Fifth. 7 confuse you. 7 8 8 take the Fifth. We would much prefer him not to. You had an opinion -- let's just get 9 out -- let's just get out what your opinion -- what 9 So his personal counsel is telling him to Q. Okay. And why would -- what did his 10 your feeling was before I get to who you expressed 09:44:48 10 personal counsel say about why he was going to have 09:47:13 11 it to. 11 to take the Fifth? 12 Okay? 12 MS. DUNN: Objection to form. 13 A. Yeah. 13 THE DEPONENT: I don't know the reasons 14 Q. What was your feeling? 15 A. My feeling is, he should -- he should 14 why, other than just being conservative in his 09:44:55 15 approach. 16 testify. That -- that he should say what happened, 16 17 why, how, and he should cooperate with the company 17 him saying? 18 and the Court in getting to the facts of the 18 19 matter. And I felt pretty passionately about it. 19 instruct the witness not to answer. 20 Q. Okay. Did you have a conversation with 09:45:20 20 09:47:27 Q. (By Mr. Verhoeven) What do you remember MS. DUNN: Objection. I'm going to MR. VERHOEVEN: Okay. My position is 21 Mr. Levandowski about that subject? 21 that he waived the attorney-client privilege on 22 A. Yes. 22 this meeting. 23 Q. What did you say to him? 23 24 Well, first of all, when -- when did you 25 have that conversation? 09:47:37 MS. DUNN: I don't -- Charlie, there's 24 not even a specific meeting you are talking about. 09:45:31 25 THE DEPONENT: Yeah. 09:47:48 Page 78 1 A. Yeah. I mean, this was in -- this was 09:45:32 2 around the time of him pleading the Fifth, and it 3 was right before. 4 Q. Was it a conversation outside of meeting 5 with attorneys? 09:45:42 6 A. No. No, it was not. 7 Q. So you never spoke to him outside 8 meetings with attorneys about the assertion of the 9 Fifth amendment? You never, like, pulled him aside 10 and said anything? 09:45:57 11 A. No. 12 Q. What did you -- what did you say to him 13 about the subject during your meetings with 14 attorneys? 15 A. I really -- I really wanted him just to 09:46:17 16 testify and tell the Court whatever he had to say. 17 Q. And you -- you said that during the 18 meeting? 19 A. I made it very clear to him that we 20 wanted him to testify. 09:46:25 21 Q. And what did he say? 22 A. He felt like -- well, my -- my sense is 23 that he wanted to. 24 Q. Okay. I'm not asking about your sense. 25 What did he say? 09:46:39 Page 80 1 MS. DUNN: This is like an exercise in 09:47:49 2 extreme line blurring. So I -- our position is, we 3 have waived no attorney-client privilege. 4 MR. VERHOEVEN: So you are going to 5 instruct him on that question; is that right? 6 09:48:06 MS. DUNN: I'm instructing him on that 7 question. 8 MR. VERHOEVEN: Okay. 9 MS. DUNN: And, also -- 10 MR. VERHOEVEN: I don't need a speaking 09:48:12 11 objection. 12 MS. DUNN: Well, it seems like we have a 13 lot of confusion going on here, and that you are 14 cultivating this confusion. And so I think that we 15 should make sure that the witness is not entirely 09:48:19 16 confused by your line of questioning. 17 MR. VERHOEVEN: Object to the speaking 18 objection. 19 Q. (By Mr. Verhoeven) You can't remember 20 the specific meetings, can you? 21 09:48:29 A. I can remember the specific meetings. I 22 can't give you exact. So I certainly can remember 23 specific meetings. 24 Q. Okay. 25 A. I can't tell you the exact time of the Page 79 09:48:43 Page 81 21 (Pages 78 - 81) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 23 of 86 ATTORNEYS' EYES ONLY 1 specific meetings. 2 09:48:47 1 Q. Okay. What was the first meeting that 3 you had on the subject of the Fifth? 4 MR. CHATTERJEE: I can't object against 09:56:16 2 the Court's court. 3 A. The first meeting was a meeting with MR. VERHOEVEN: Does other counsel have 4 any objections that we haven't yet identified? 5 attorneys where -- where we were under the 09:48:56 6 impression that they -- that he may take the Fifth, 5 MS. DUNN: I also am following the 09:56:22 6 judge's order. And we are only allowed to object 7 and there was a discussion as to -- 7 to form and based on privilege. We object to both. 8 8 MS. DUNN: I will caution the witness not 9 to answer about conversations with attorneys. And MR. VERHOEVEN: Okay. And so it's clear 9 that there's no other objections than form and 10 we are going to take a break, which we are entitled 09:49:15 10 attorney-client privilege. 11 to do at any time. 11 12 MR. VERHOEVEN: I object. 12 available objections, Charlie? 13 MS. DUNN: You can object. 13 14 THE VIDEOGRAPHER: Going off the MR. VERHOEVEN: I am trying to get a 14 record. 15 record -- you want me to go off the record? 16 09:56:38 MS. DUNN: Are you aware of any other 09:49:29 MR. VERHOEVEN: Yeah, there's no need 15 MS. DUNN: Okay. 16 MR. CHATTERJEE: You have a record. The 09:56:42 17 just to have a blank chair. 17 judge said what we can object to. We did it. 18 18 Let's move on. 19 MR. VERHOEVEN: I will take that as a no. 20 Q. (By Mr. Verhoeven) Did you say anything THE VIDEOGRAPHER: Going off the record. 19 The time is 9:49 a.m. 20 (Recess taken.) 21 THE VIDEOGRAPHER: We are back on the 09:49:42 22 record. The time is 9:54. 22 meeting -- withdrawn. 23 23 MR. CHATTERJEE: Just for the record, I 24 want to make sure it's clear. I'm going to move to 25 strike the question from 9:45 that's on the record 1 to 9:48. And the objection is as to form. 2 Going back to the meeting we were talking 24 about, where you expressed your concerns -09:55:10 25 Page 82 09:55:13 A. Which meeting are we talking about? 1 Which meeting, specifically? MS. HAAG: If I could just put on the 09:57:14 Page 84 09:57:15 2 Q. The meeting about the Fifth Amendment. 3 record we have an agreement that I'm going to try 3 A. Okay. 4 to keep my involvement to a minimum, and I think 4 5 everybody agrees that -- I will -- I am joining any 09:55:24 6 objection. 7 5 MS. DUNN: Objection. Q. (By Mr. Verhoeven) Do you remember your 7 Fifth Amendment, and you expressed your concerns? 8 9 9 MR. VERHOEVEN: And the basis is, other 10 than -- it's all just to form? 09:55:35 10 MR. CHATTERJEE: Oh, the basis is that Do you remember that? A. I do. Q. Okay. That meeting, is what I'm talking 09:57:27 11 about. 12 the judge also lets us object to form at this point 12 A. Okay. 13 in the proceeding, so I think the objection is 13 Q. Did you say anything in response to 14 based on a standing order. 14 Mr. Levandowski's personal attorney when he told 15 And, also, we will object to the extent 09:55:47 15 you that he would be -- that Mr. Levandowski was 16 it invokes attorney-client privilege issues, but 16 uncomfortable testifying and would plead the Fifth? 17 it's all move to strike. 17 18 MR. VERHOEVEN: Anything else? 18 privilege. I'm going to instruct the -- the 19 MS. DUNN: Join. 19 witness not to answer. 20 MR. VERHOEVEN: Any other reasons? 21 MR. CHATTERJEE: I think there's only two 09:56:03 20 09:57:40 MS. DUNN: Objection on the basis of And since you are seeking alternative 09:57:56 21 bases for objections, there -- there would be 22 the judge also allows at this point in the 22 beyond form. 23 proceedings. 23 24 24 -- just for clarity, Counsel, so I don't have to MR. VERHOEVEN: That's not what I asked 25 you, but... 09:57:22 6 testimony about there's a meeting about the MS. DUNN: And I am going to join 8 Otto Trucking's objection. 11 09:57:02 21 in response -- in response to the statement at this 09:56:14 MR. VERHOEVEN: Are you moving to strike 25 compare lines and pages -Page 83 09:58:12 Page 85 22 (Pages 82 - 85) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 24 of 86 ATTORNEYS' EYES ONLY 1 Q. What -- what do you base that on? 2 strike lines -- 1 MS. DUNN: Yes, objection and move to 09:58:15 2 A. Well, he was -- he was pushing his 3 3 attorney. MR. VERHOEVEN: No, no, I'm just asking 4 this. 4 5 MS. DUNN: Sure. 09:58:19 6 MR. VERHOEVEN: Are you moving to strike MS. DUNN: Objection on the basis of 5 privilege. I'm going to instruct the witness not 7 Mr. Kalanick's testimony about what he said during 7 8 to you during the meeting on this subject, MS. DUNN: I would have to have the Q. (By Mr. Verhoeven) Did he say anything 9 Mr. Levandowski? 10 court reporter read that back at this point. All I 10 A. Yes. 11 see right now is that the question on the table is 11 Q. What did he say? 12 a misstatement of Mr. Kalanick's previous 12 A. So there's -- the reason this is a little 13 testimony. 13 bit confusing or tricky for me is that there were 14 16 09:58:31 MR. VERHOEVEN: Well, that's the 15 testimony I'm talking about. 10:00:47 14 different people in that room at different times. 09:58:37 15 In some cases, his personal attorney; in some MS. DUNN: Well, do you want to take the 17 Q. When you made the statement -- 18 18 A. Right. Q. (By Mr. Verhoeven) What did you say 19 during the meeting about your concern? 19 Q. -- that you testified to earlier -- 20 20 A. Yeah. 21 Q. -- were there attorneys at the meeting? 22 instruct the witness not to answer on the basis of 22 A. Which statement are we talking about? 23 privilege. 23 Q. When you expressed your concern? 24 24 A. Concern? 25 Q. About the Fifth Amendment assertion? 21 09:58:55 MS. DUNN: Objection. I'm going to Q. (By Mr. Verhoeven) Do you remember 25 testifying that you really, really wanted to tell 10:01:07 16 cases, various attorneys from our side. So I am... 17 time to find his -- we could do that. A. Okay. 10:00:38 6 to answer. 8 the meeting? 9 10:00:26 09:59:20 10:01:20 10:01:29 Page 88 Page 86 1 A. Yeah, there were. 2 during that meeting? 1 the Court whatever Mr. Levandowski had to say 09:59:23 2 Q. You said that you were -- you very, very 3 3 much wanted -- MR. CHATTERJEE: Same objections as the 4 motion to strike. 5 THE DEPONENT: I remember being very 09:59:32 4 A. Yes. 5 Q. -- to tell the story? 10:01:31 10:01:35 6 clear with Mr. Levandowski and with others in the 6 7 room my desire for Uber and the Court to be able to 7 Mr. Levandowski's private attorney responded to So I believe you said that 8 get to the bottom of this and get to the facts. 8 that statement? 9 9 Q. (By Mr. Verhoeven) And did you express 10 that to Mr. Levandowski? 09:59:54 A. So there were -- there was a concern -- 10 sorry. I made it clear where I stood. I know 11 A. Yes, I did. 11 Angela Padilla was in the room. I know that 12 Q. And what did he say? 12 Anthony was in the room. 10:01:45 13 MR. CHATTERJEE: Same objections. 13 14 THE DEPONENT: I don't remember what he 14 attorney come to the office, so we could have a -- 15 said, specifically. 16 10:00:02 At some point, we had Anthony's personal 15 a -- we could get into a higher fidelity Q. (By Mr. Verhoeven) What did he say 10:02:02 16 conversation, if that makes sense. 17 generally? 17 Q. Okay. 18 A. He -- he seemed to want to testify. 18 A. There are different parts of this 19 Q. Okay. Did he -- how did he express that? 19 conversation, some of it with -- so, earlier, some 20 I mean, it's hard for me to understand when you say 10:00:15 20 of it with Angela Padilla, myself, Anthony, maybe 21 something like, he seemed to want to. 21 others; and then later in that conversation, 22 A. Yeah. 22 Anthony's personal attorney. 23 Q. So that's why I am asking these 23 Q. Okay. 24 A. So it's not, I think, what you're 24 questions. 25 A. Yeah. 10:00:20 25 characterizing as a conversation I was having where Page 87 10:02:14 10:02:31 Page 89 23 (Pages 86 - 89) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 25 of 86 ATTORNEYS' EYES ONLY 1 a personal attorney responded, was not necessarily 10:02:35 2 how it happened. 3 But I can tell you what -- I can say 4 what -- where I was, how I generally felt and the 5 opinions that I expressed during that discussion. 6 Q. Okay. Before I ask you about that -- 7 A. Yeah. 8 Q. -- I think you already testified to this, 10:02:47 9 but I'm little confused. I'm going to ask again. 10 A. Okay. 11 Q. Did you ever -- did you have any 10:02:58 12 conversations with Mr. Levandowski about his 13 assertion of the Fifth Amendment when there weren't 14 attorneys in the room, privately? 15 A. I did not. 16 Q. Okay. What did you -- sorry, I'm just 10:03:08 17 checking on something. I will be just one second. 18 What opinions did you express during the 19 discussion that you just referenced to two answers 20 ago? 10:04:00 21 MS. DUNN: Objection to form. 22 THE DEPONENT: It was really important 23 for Uber to get to the bottom of the allegations 24 that Waymo made. There's a lot of work we can do 25 without Anthony, but there's a lot of things that 1 only Anthony could answer. 2 10:04:17 Page 90 10:04:19 It was very important for him to provide 1 to -- he wanted to have the sort of the work that 10:05:50 2 he did, so he could show that he earned that bonus. 3 Q. So he admitted that he still had the 4 files? 5 MS. DUNN: Objection to form. 10:06:35 6 THE DEPONENT: No, he did not admit that. 7 Q. (By Mr. Verhoeven) What files did he say 8 he had? 9 A. He didn't say he had any files. 10 Q. Did you ask him? 10:06:43 11 A. I don't remember if we did or not. We 12 may have. I don't think he did, though. 13 Q. Did you come to learn during this meeting 14 whether or not he still had stolen Google files? 15 MS. DUNN: Objection to form. 10:07:02 16 MR. CHATTERJEE: Join. 17 THE DEPONENT: My -- my recollection is 18 that he did not have any Google files. 19 Q. (By Mr. Verhoeven) And what is that 20 based on? 10:07:09 21 A. The conversation. 22 Q. Okay. So did someone say that to you? 23 A. I can't remember specifically words or 24 what have you, but that's my recollection of the 25 conversation. 10:07:24 Page 92 1 Q. Who did you learn -- where did that -- 3 those facts. And it was very important for him to 3 4 cooperate with Uber and very important for him to 4 did somebody say something that gave you that 5 cooperate with the Court. 5 recollection or gave you the information that you 6 10:07:24 2 withdrawn. Sorry. 10:04:31 Q. (By Mr. Verhoeven) Okay. And what did That recollection you are talking about, 10:07:32 6 are recalling? 7 Mr. -- Mr. Levandowski was in the room when you 7 MS. DUNN: Objection to form. 8 said this, correct? 8 THE DEPONENT: I feel like that was part 9 9 of the conversation, but I can't specifically A. Yes. 10 Q. What did he say in response? 11 A. I don't remember his specific response, 10:04:40 10 pinpoint who said what. 11 10:07:43 Q. (By Mr. Verhoeven) What did Levandowski 12 but I remember him being very willing and wanting 12 say about whether he had the files or not? 13 to go into those facts and cooperate with the 13 A. I don't -- I don't remember. 14 Court. 14 Q. Did it seem strange to you, this story he 15 Q. Did he tell you at that meeting what the 10:04:58 15 was telling about wanting to have the files to show 16 facts were? 16 this contribution? 17 A. Yes. 17 MS. DUNN: Objection to form. 18 Q. What did he say? 18 THE DEPONENT: It seemed unfortunate. 19 A. He -- he repeated the -- the downloading 19 Whether it was strange or not, I don't know, but it 20 while at home explanation, but also added that he 10:05:15 20 was certainly unfortunate. 10:08:16 21 was incredibly worried at the time about a very 21 22 large bonus that he was supposed to get from 22 would it make sense for an employee to steal 23 Google. 23 corporate files for the purpose of showing that 24 24 they are entitled to a bonus? And he felt, essentially, like Google was 25 going to stiff him on his bonus. And he wanted 10:05:38 25 Page 91 10:08:00 Q. (By Mr. Verhoeven) Why would -- why MS. DUNN: Objection to form. 10:08:28 Page 93 24 (Pages 90 - 93) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 26 of 86 ATTORNEYS' EYES ONLY 1 MR. CHATTERJEE: Join. 2 THE DEPONENT: I am not saying what he 10:08:29 3 did was smart. 4 Q. (By Mr. Verhoeven) Okay. Wouldn't the 5 employer just immediately not give him the bonus 10:08:39 6 once they learned that the files had been stolen? 7 MS. DUNN: Objection to form. 8 THE DEPONENT: I -- I can't speak for 9 Google on that matter. 10 Q. (By Mr. Verhoeven) What would you do if 10:08:50 11 a top one of your engineers left and joined a 12 competitor and called you up and said, you better 13 give me this bonus that I'm due because I have 14 taken your files? 15 MR. CHATTERJEE: Form. 16 MS. DUNN: Objection to form. 10:09:05 17 THE DEPONENT: Well, first, it's not 18 clear that that is what happened in this case. 19 Q. (By Mr. Verhoeven) Right. 20 A. So I -- 21 Q. But in that scenario, what you would do? 22 10:09:12 MS. DUNN: Objection to form. 23 THE DEPONENT: I would -- 24 MR. CHATTERJEE: Join. 25 THE DEPONENT: I would respond pretty 1 seriously to that kind of discussion. 2 10:09:18 Page 94 10:09:19 1 hypothetical, I would agree, yes. 10:10:14 2 Q. (By Mr. Verhoeven) So did you say to 3 Mr. Levandowski, that doesn't make any sense? 4 A. Something along those lines, yes. 5 Q. What do you remember saying? 10:10:25 6 A. I remember insulting his intelligence. 7 Q. Okay. So you said something like, that's 8 stupid, or what did you say? 9 A. That's pretty F'ing dumb. 10 Q. Okay. I appreciate you editing yourself 10:10:47 11 there. 12 A. Yeah, I -- I was trying to find the way 13 to do that. 14 Q. You were pretty pissed off? 15 A. I was more just disappointed. 10:10:58 16 Q. What did he say. 17 You okay? 18 A. Yeah, I'm okay. 19 Q. You want to take a break? 20 A. No, no, let's keep going. 10:11:09 21 Q. You need some more water or anything? 22 A. No. It's okay. I was just disappointed, 23 as you can imagine. 24 Q. Okay. What did he say? 25 A. Let's see. I think he agreed. Yes. 10:11:19 Page 96 1 Q. (By Mr. Verhoeven) What -- how -- in Q. But you don't recall asking if he still 3 what way? 3 4 4 MR. CHATTERJEE: Form. 5 THE DEPONENT: -- that specific -- A. I mean, it's -- there's a lot of details 5 beyond that, that I would have to look into in that 10:09:28 6 particular hypothetical, but I would take that A. I don't recall -10:11:32 6 that -- that specific part of that discussion. I 7 conversation very seriously and take very serious 7 do recollect coming out of that meeting feeling 8 action. 8 like he didn't have any -- that he did not have in 9 10:11:28 2 had those files? Q. It's fair to say that wouldn't increase 9 his possession any files. 10 the likelihood that you'd pay them the bonus? 10:09:37 10 Q. (By Mr. Verhoeven) Do you remember him 11 MS. DUNN: Objection to form. 11 saying anything else about this story that he's 12 THE DEPONENT: Look, I certainly wouldn't 12 telling you? 13 wait a year to do something about it. 13 MS. DUNN: Objection to form. 14 14 THE DEPONENT: No. Q. (By Mr. Verhoeven) But in my 15 hypothetical, if you were presented with the fact 10:09:49 15 Q. (By Mr. Verhoeven) Did you -- he 10:12:01 16 that this -- this -- this -- excuse me. Let me 16 previously told everyone that he just had files -- 17 start again. 17 had those files so he could work from home, right? 18 In my hypothetical, the fact that you 18 19 were presented with stolen documents by this former 19 20 employee certainly wouldn't increase the likelihood 10:10:03 20 A. Correct. MR. CHATTERJEE: Form. Q. (By Mr. Verhoeven) So what he was saying 21 that Uber would pay this employee the bonus? 21 now is inconsistent with what he said previously; 22 MS. DUNN: Same objection. 22 fair? 23 Q. (By Mr. Verhoeven) Is that fair? 24 MR. CHATTERJEE: Form. 25 THE DEPONENT: In -- in that 10:10:13 10:11:52 23 MR. CHATTERJEE: Form. 24 MS. DUNN: Objection to form. 25 THE DEPONENT: It was -- it was in Page 95 10:12:10 10:12:15 Page 97 25 (Pages 94 - 97) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 27 of 86 ATTORNEYS' EYES ONLY 1 addition to working from home and downloading 10:12:17 1 A. Correct. 10:14:57 2 files, he brought this new information, yes. 2 MS. DUNN: Objection to form. 3 3 MR. CHATTERJEE: Join. Q. (By Mr. Verhoeven) So did you say, why 4 the heck didn't you tell us about this before? 4 5 A. It was more like, why are you so F'ing -- 6 Q. Stupid. 7 A. -- stupid, yeah. Because, yeah, it just 10:12:29 9 10:15:05 6 connection with trying to get the bonus? 8 didn't make -- it was just not... 10 Q. (By Mr. Verhoeven) But you don't recall 5 anyone asking him if he used the documents in Q. It didn't make any sense? A. Yeah. It -- it -- it felt like he was so 10:12:51 7 MS. DUNN: Same objection. 8 THE DEPONENT: Yeah, I don't -- 9 MR. CHATTERJEE: Join. 10 THE DEPONENT: I don't remember a 11 insecure about this bonus that he started doing 11 specific part of a dialogue like that, but I 12 irrational things. 12 certainly -- 13 13 Q. Did you ask him? You know, did you Say that question one more time. I want 14 explain that this seemed irrational and asked him 14 to make sure I get it right. 15 why he did it? 10:13:06 10:15:12 15 (Discussion off the stenographic record.) 16 MR. CHATTERJEE: Form. 16 Q. (By Mr. Verhoeven) So the question was: 17 MS. DUNN: Form. 17 You don't recall anyone asking him if he used the 18 THE DEPONENT: I remember something along 18 documents, the stolen documents, in connection with 19 those lines. I can't say the specifics words, but 10:15:37 19 trying to get his bonus? 20 he didn't have -- he didn't have a really -- I -- I 10:13:22 20 MR. CHATTERJEE: Form. 21 think he realized how dumb it was, too. 21 MS. DUNN: Form. 22 22 THE DEPONENT: So I don't recollect that, Q. (By Mr. Verhoeven) Do you remember what 23 he said -- how he expressed that? 24 10:15:53 23 like -- I don't recollect the conversation or a A. It was more just acknowledging my point, 25 almost as if it were a rhetorical question. 24 specific part of a question answered like that. 10:13:35 25 I remember coming away from it feeling 10:16:03 Page 100 Page 98 1 Q. Did you ask him any questions about, 10:13:43 1 like he got his bonus and didn't have to have that 2 well, what did he do with these files? Did he use 2 kind of conversation or... 3 them to get his bonus? 3 4 MS. DUNN: Objection to form. 4 you don't remember anything more specific than 5 MR. CHATTERJEE: Join. 6 THE DEPONENT: Not -- it was -- it was 10:14:00 Q. (By Mr. Verhoeven) But for the record, 5 that? 10:16:19 6 A. That's correct. 7 more like he -- he had a moment of insecurity and 7 Q. Okay. Did you consider what he did to be 8 just did something dumb. 8 illegal? 9 Q. (By Mr. Verhoeven) Did you ask him 9 10 whether he told Google about these files, since he 10:14:13 10 10:16:07 MS. DUNN: Objection. MR. CHATTERJEE: Form. 10:16:25 11 took them for the purpose of showing his 11 12 contributions in order to get a bonus? 12 Q. (By Mr. Verhoeven) Taking the documents? 13 MR. CHATTERJEE: Form. 13 A. In that discussion, I was starting to 14 THE DEPONENT: I don't rem- -- 14 learn what the law -- what is the law around these 15 MS. DUNN: Form. 16 THE DEPONENT: I don't remember whether 10:14:28 MS. DUNN: Form. 15 things. 10:16:35 16 Q. Did you consider it improper? 17 that specific question was asked, but I remember 17 A. Yes. 18 feeling like that conversation with Google never 18 MR. CHATTERJEE: Form. 19 happened, that -- I feel like he got his bonus, 19 MS. DUNN: Objection. Form. 20 is -- is my recollection of how that conversation 10:14:45 20 THE DEPONENT: Yes. 21 went. 21 22 22 him then? Q. (By Mr. Verhoeven) Fair to say you came 10:16:39 Q. (By Mr. Verhoeven) Why didn't you fire 23 away with the impression that he didn't need to use 23 24 those documents or didn't disclose those documents 24 cooperate and tell the Court the facts of the 25 in connection with getting his bonus? 10:14:55 A. I was really hopeful that he would 25 matter, cooperate with our investigation. And that Page 99 10:17:02 Page 101 26 (Pages 98 - 101) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 28 of 86 ATTORNEYS' EYES ONLY 1 was part of what this discussion was about, was 10:17:05 1 THE DEPONENT: I mean, the whole 10:19:40 2 just make the declaration, testify. 2 conversation was basically about the nuances of 3 3 pleading the Fifth, privilege, you know, legal And it may be that I was holding onto 4 that possibility, trying to -- trying to get him to 4 things that I didn't always understand. But -- but 5 cooperate with the Court, with our investigation 10:17:26 6 internally. 7 5 for me just felt so straightforward, and was 10:20:03 6 obviously disappointed. And, you know, it was F'ing stupid. It 7 8 was -- it -- it -- yeah. It it just felt like if Q. (By Mr. Verhoeven) Did he or his 8 attorneys say why he was -- he was asserting the 9 he could -- if he could just say what he did and 9 Fifth? 10 why, and that -- if you just cooperate, that would 10:17:55 10 MS. DUNN: Objection to form. 11 have been great. 11 MR. CHATTERJEE: Join. 12 12 Q. Is the reason you didn't fire him because 10:20:12 THE DEPONENT: Yes. 13 you still wanted him to cooperate in the defense of 13 Q. (By Mr. Verhoeven) What did they say? 14 the case? 14 MS. DUNN: Objection. I'm going to 15 MS. DUNN: Objection to form. 10:18:05 16 THE DEPONENT: I wanted to him cooperate 15 instruct the witness not to answer. 16 17 with the Court and the Court's order. 17 attorney-client privilege. 18 18 Q. (By Mr. Verhoeven) Did you feel that MS. DUNN: That's not true. The 19 fire -- firing him would make him less likely to do 19 witness -- 20 that? 20 10:18:15 MR. VERHOEVEN: I'm going to move to 21 MS. DUNN: Objection to form. 21 compel, so you know. 22 THE DEPONENT: I didn't feel that 22 23 specifically, no. 24 10:20:31 MS. DUNN: So I make my record, the 23 witness has explained that there wasn't one Q. (By Mr. Verhoeven) But you understood at 25 that meeting that, in fact, Mr. Levandowski 10:20:21 MR. VERHOEVEN: He waived the 24 meeting -10:18:31 25 Page 102 MR. VERHOEVEN: I don't need -- I don't 10:20:35 Page 104 1 intended to just -- was going to assert the 10:18:33 1 need you to coach the witness. 10:20:36 2 Fifth Amendment, correct? 2 MS. DUNN: I am not. 3 A. We -- we understood -- I understood from 3 MR. VERHOEVEN: Okay. 4 that meeting that it was likely. And I -- and I 4 MS. DUNN: He's already testified to 5 think I held hope -- held onto hope that either he 10:18:44 5 this. 10:20:40 6 wouldn't or that we could eventually get him to 6 MR. VERHOEVEN: I don't need you to talk 7 not. 7 about what the witness has said. 8 Q. Okay. But you were told that he would at 8 All right? 9 that meeting? 9 MS. DUNN: Charlie. 10 A. We were told that he most likely would, 10:18:56 10 MR. VERHOEVEN: You got a legal 10:20:44 11 yes. 11 objection, put it on the record. 12 Q. Okay. And was that before he actually 12 MS. DUNN: I would like to get my record. 13 did assert the Fifth Amendment? 13 MR. VERHOEVEN: No. I strongly object to 14 A. I think so. 14 you coaching the witness. You're prohibited from 15 MS. DUNN: Objection to form. 10:19:04 15 doing so by Judge Alsup's orders. 10:20:52 16 Q. (By Mr. Verhoeven) How soon? 16 MS. DUNN: And I am not -17 MR. CHATTERJEE: Join. 17 MR. VERHOEVEN: You can object to the 18 THE DEPONENT: It felt very close to the 18 form or you can assert to attorney-client 19 timing. I don't know exactly, but it felt very 19 privilege. If you want to say something in a brief 20 close. 10:19:13 20 later, that's fine. 10:21:00 21 Q. (By Mr. Verhoeven) Do you recall anyone 21 MS. HAAG: I can walk out with 22 else at the meeting saying anything about this new 22 Mr. Kalanick, if you would like me to. You can 23 story that he told? 23 make a record outside of his presence. 24 MS. DUNN: Objection to form. 24 MR. VERHOEVEN: That's perfectly fine 25 MR. CHATTERJEE: Join. 10:19:39 25 with me. 10:21:15 Page 103 Page 105 27 (Pages 102 - 105) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 29 of 86 ATTORNEYS' EYES ONLY 1 MS. DUNN: That's a great idea. 2 THE VIDEOGRAPHER: Shall we -- shall we 10:21:19 1 The time is 10:24. 3 go off the record? 10:24:47 2 (Recess taken.) 3 THE VIDEOGRAPHER: This marks the 4 beginning of DVD No. 2 in the deposition of 4 MS. DUNN: No, just stay on the record. 5 MR. VERHOEVEN: Yeah, this won't count 10:21:22 6 for our time. 5 Travis Kalanick. Going back on the record. The 10:35:56 6 time is 10:35 a.m. 7 Agreed? 7 8 MS. DUNN: I will agree to that. 8 conversation during this break about your testimony 9 10 Q. (By Mr. Verhoeven) Did you have any 9 with Counsel? So the witness has already testified -MR. VERHOEVEN: Do you want this on the 10:21:29 10 A. I did not. 11 record or not? 11 Q. What about the last break? 12 MS. DUNN: Yes, this is on the record. 12 A. No. 13 Are we on the record? 13 Q. Okay. 10:36:10 14 THE VIDEOGRAPHER: We are on the record. 14 A. I watched YouTube videos. 15 MS. DUNN: The witness has -- 15 Q. So when you learned this story about 16 MR. VERHOEVEN: Note this. 16 Mr. Levandowski taking the Google documents 17 THE VIDEOGRAPHER: You want -- 17 allegedly for use in connection with his bonus, you 18 MR. VERHOEVEN: I just want you to note 18 didn't fire him as a result of that immediately, 10:21:37 10:36:33 19 right? 19 when this started. 20 THE VIDEOGRAPHER: Thank you. 21 22 10:21:43 20 MS. DUNN: Form. Continue. 21 MR. CHATTERJEE: Form. 10:36:59 MS. DUNN: The witness has already 22 THE DEPONENT: That is correct. 23 testified that this was an evening with not just 23 24 one meeting in it, and that there were people in 24 what areas he was working on at Google, right? 25 and out. And so we -- his testimony just now is 1 about a conversation that he had with 10:21:51 25 Page 106 10:21:57 1 Q. (By Mr. Verhoeven) You knew, generally, A. Yes. 10:37:16 Page 108 Q. And you knew that he was working on those 2 Mr. Levandowski. 2 same areas at Uber, right? 3 3 MS. DUNN: Form. 4 MR. CHATTERJEE: Form. 5 THE DEPONENT: I would disagree with And it remains unestablished who also was 4 in the room during that conversation. And Counsel 5 is asking him about other conversations that he had 10:22:08 6 that he's testified to. 7 7 doing at Uber was different. 8 Q. (By Mr. Verhoeven) How so? 9 Mr. Levandowski explained to him the reason for the 9 A. Because he was overseeing a really large 10 downloading is not a privileged conversation. 10:22:26 There were other conversations in that 10 division, like several hundred to even maybe a 12 a vast majority of which was not related to what he 13 waiving no privileges, but we maintain the 13 was doing before. 14 privilege over the conversations that were 14 15 privileged. 15 and development? 10:22:39 Q. He was overseeing all of your AV research 10:37:51 16 A. Correct. 17 has just testified to is not privileged. 17 Q. And his work when he was at Google 18 18 concerned AV, right? And the conversation that Mr. Kalanick MR. VERHOEVEN: I obviously disagree with 19 19 virtually everything you just said. 20 MS. DUNN: I assumed you would. 21 MR. VERHOEVEN: The record -- record will 10:22:52 A. My understanding was, his work was very 20 focused on the hardware and sensor side of things 22 Q. In the AV area? 23 23 A. Correct, yes. 24 Q. Okay. And you -- your understanding was MS. DUNN: Well, I'm sure we'll do more 24 speaking on this topic. THE VIDEOGRAPHER: Going off the record. 10:38:02 21 at his previous employer, yeah. 22 speak for itself. 25 10:37:36 11 thousand people and overseeing large parts, like -- 12 same night that are privileged. And so we are 16 10:37:25 6 that. It's just -- the kind of work that he was So we -- the conversation that 8 Mr. Kalanick has just testified to where 11 10:37:17 10:24:47 25 focused on the -- I am sorry, the hardware and Page 107 10:38:16 Page 109 28 (Pages 106 - 109) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 30 of 86 ATTORNEYS' EYES ONLY 1 software of what? 10:38:18 1 generally, he didn't. He didn't have very much 10:40:09 2 A. Sorry, the hardware and sensors. 2 input into those things from the beginning. 3 Q. Okay. 3 Q. (By Mr. Verhoeven) Did you take steps 4 A. That's my understanding of where he was 4 to -- you personally -- take any steps to ascertain 5 focused on. 10:38:23 5 whether he did or didn't? 10:40:23 6 Q. The lidar sensors? 6 A. I mean, I had members of my team 7 A. Yes. 7 obviously look into that and, overall, just conduct 8 Q. Okay. Now, when you learned this, I will 8 an investigation about how did we build our 9 just call it the "new theory." You know what I'm 9 lidar -- sort of our ongoing lidar sensor. 10 talking about when I say that? 10:38:34 10 Q. And -10:40:42 11 MS. DUNN: Objection. Form. 11 A. It was part of this litigation, of 12 Q. (By Mr. Verhoeven) Or I'll use whatever 12 course. There was a huge effort: discovery, 13 catch phrase you'd like to use so I don't have to 13 otherwise. You know, you -- I think there were 14 repeat it. 14 situations where Waymo's people could go into our 15 You learned his bonus story? 10:38:40 15 offices and inspect and, like, look at servers and 10:40:57 16 A. The bonus explanation. 16 things like this. 17 MS. DUNN: Objection to form. 17 Yeah, so I -- I feel like we had a pretty 18 THE DEPONENT: The bonus explanation. 18 broad effort to make sure that we had built our 19 Q. (By Mr. Verhoeven) The bonus 19 lidar system from the ground up. And I continue to 20 explanation. That's better. 10:38:45 20 be very confident that we did. 10:41:15 21 A. Okay. 21 Q. So I'm asking you, though, not -- not the 22 Q. When you learned the bonus explanation, 22 whole organization. 23 you didn't -- you don't recall telling him to -23 A. I mean, look, I -- I oversee a lot more 24 strike that -- withdraw that. 24 than just -- I mean, this is one very small part of 25 When you learned the bonus explanation, 10:39:0025 the overall thing. 10:41:27 Page 110 1 did -- to your knowledge, did you or anyone else 10:39:02 Page 112 1 Q. I am not trying to suggest you should 2 attempt to determine what the content of those 2 know. I'm just trying to understand what you do 3 documents that he talked about were? 3 know. 4 MS. DUNN: Form. 5 MR. CHATTERJEE: Form. 6 THE DEPONENT: The -- the general 4 10:39:13 A. Yeah. So I depend on my people to do 5 those things. 6 10:41:35 Q. Right. 7 understanding I had coming out of that discussion 7 8 was that he did not possess any of these files. 8 attorney about this investigation? Did you 9 Q. (By Mr. Verhoeven) Regardless of whether 10 he possessed them or not, do you recall whether you So did you talk to anyone who wasn't an 9 instruct anyone, or was it all through the 10:39:26 10 attorneys? 10:41:44 11 or Uber attempted to learn what the subject matter 11 A. It was all through the attorneys. 12 of the information contained in those documents 12 Q. And did you -- when you talk about the 13 was? 13 inspections there, did you know that those 14 15 16 MS. DUNN: Form. THE DEPONENT: No. 10:41:28 14 inspections were Court ordered? 10:39:37 Q. (By Mr. Verhoeven) Okay. Given that you 15 A. The inspections where Waymo people came 10:41:57 16 to Uber's offices? 17 knew he worked on lidar, the hardware and sensors, 17 Q. Yes. 18 at -- whether it was at Google -- 18 A. Yes. 19 A. No. 19 Q. Okay. What was your understanding of the 20 Q. -- why didn't you make sure that he 10:39:53 20 order? 10:42:04 21 didn't have any input at this point in time at Uber 21 22 with regard to those same technological areas? 22 understanding of the order. I mean, I know that -- 23 MS. DUNN: Form. 23 I know certain parts of it, but I don't -- I don't 24 MR. CHATTERJEE: Form. 24 know the details of it. 25 THE DEPONENT: I mean, I -- my belief is, 10:40:09 25 Page 111 A. I mean, I don't have an overall Q. How did you learn about the inspections? 10:42:16 Page 113 29 (Pages 110 - 113) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 31 of 86 ATTORNEYS' EYES ONLY 1 A. I think attorneys told me about it. 2 Q. How did you learn about the searches on 10:42:20 1 3 the servers? 4 MS. DUNN: I will instruct the witness 4 possible that he would testify. 10:42:28 6 he learned solely from attorneys. Q. (By Mr. Verhoeven) So is it all solely 8 through attorneys? 9 10 10:45:06 3 I felt -- you know, I -- I -- I felt like it was 5 not to answer on the basis of privilege things that 7 A. I was holding on to the prospect of him 2 cooperating with the company on its investigation. A. Correct. Q. Do you personally remember trying to make 10:42:45 5 Q. But at that time, you were being -- 6 A. Yeah. 10:45:34 7 Q. -- informed that he would not, correct? 8 A. Yeah. (Deponent nods head.) 9 Q. He reported directly to you, 10 Mr. Levandowski, correct? 10:45:41 11 it -- you, not the company and not the attorneys, 11 A. Correct. 12 just you. 12 Q. At some point, you learned that he had 13 A. Yeah. 13 taken the Fifth Amendment in court? 14 Q. And -- and I'm not saying you should 14 15 have. I'm just asking -- I'm just trying to figure 10:42:54 A. Yeah. 15 Q. Do you remember when that was? 16 out what you did. 16 A. It was, you know, right around the time 17 A. Okay. 17 he did. 18 Q. After you heard the bonus explanation, 18 Q. Shortly after the meeting? 19 A. Yeah. 20 Q. Okay. Did you have any conversation with 19 did you personally take any steps to ensure that 20 the -- that those documents and the information 10:43:08 10:45:51 21 contained therein weren't -- weren't used at Uber? 21 Mr. Levandowski after that point about him taking 22 22 the Fifth? A. So I personally only interacted with 23 various other attorneys to make sure that -- to 23 MS. DUNN: Form. 24 verify, I would say, first, ask the question: Did 24 THE DEPONENT: Only -- if -- if at all, 25 those files come across or not? 25 it was with attorneys in the room. 10:43:37 10:45:59 10:46:12 Page 114 1 And verify if -- if we -- all the 10:43:40 Page 116 1 Q. (By Mr. Verhoeven) Okay. Do you 10:46:14 2 information we got is that they hadn't, let's 2 remember any conversation you had with 3 verify that. Let's make sure. And prior to the 3 Mr. Levandowski about his taking the Fifth other 4 bonus explanation or pleading the Fifth, we had 4 than what you've already testified to? 5 already done a huge amount of work to verify that 10:43:55 6 that was the case. 7 9 11 10:46:25 7 Q. So after he took the Fifth, you don't 8 remember -- going forward in time -- having any A. And -Q. Let me just ask the question. A. Other than attorneys being in the room, 6 no. Q. So I think my question was directed to 8 you and what you did and -10 5 9 conversations with him about him taking the Fifth 10:44:15 10 or taking any documents? 10:46:35 So after you learned the bonus 11 MS. DUNN: Objection to form. 12 explanation, did you personally do anything in 12 THE DEPONENT: I don't remember. I don't 13 addition to what your attorneys were doing as a 13 remember any specific conversation to that -- in -- 14 result of that? 14 in that regard. 15 MR. CHATTERJEE: Form. 15 Q. (By Mr. Verhoeven) How about generally? 16 MS. DUNN: Form. 10:44:31 16 A. Again, like, there may have been -- there 17 THE DEPONENT: I am trying to remember 17 may have been something with an attorney in the 18 anything specifically. I don't know if anything 18 room, but not outside. 19 specific comes to mind on that front, simply 19 20 because there was already such a very serious and 10:44:43 Q. Once you learned that he had taken the 20 Fifth in open court, at that point, why didn't you 21 broad and -- just effort with huge resources put to 21 fire him? I mean, you said before -- 22 it to -- to -- along those lines. 22 A. Yeah. 23 23 Q. -- you hoped he wouldn't, but then he Q. (By Mr. Verhoeven) Once you learned from 24 Mr. Levandowski himself about the bonus 25 explanation, why didn't you fire him? 10:46:43 10:46:56 24 did. 10:45:00 25 Page 115 So at that point, why didn't you fire 10:47:07 Page 117 30 (Pages 114 - 117) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 32 of 86 ATTORNEYS' EYES ONLY 1 him? 10:47:09 1 Mr. Levandowski in the presence of his counsel. 2 MS. DUNN: Form. 2 3 THE DEPONENT: You know, I just -- I felt 3 that question. I cannot answer that question. 4 that he had done something that was F'ing stupid. 4 5 I -- I didn't feel like he had stolen anything. I 5 you this without disclosing what he said. 10:47:26 6 knew that it hadn't gotten over to Uber. 7 Q. (By Mr. Verhoeven) Did he -- let me ask 6 I felt a little bullied by Google 10:49:34 THE DEPONENT: I probably can't answer 10:49:42 Did he say -- did he say something to you 7 about that? 8 generally with how the initial complaint was and 8 9 where it -- where the facts actually were. You 9 10 know, if I were to do it over again, I probably 10:47:47 MS. DUNN: Same -Q. (By Mr. Verhoeven) Yes or no? 10 MS. DUNN: -- instruction to the witness. 11 would have immediately. It took a little more 11 THE DEPONENT: I can't speak to this 12 time, but I eventually got there. 12 because of the -- his -- his counsel being in the 13 13 room for this part of the discussion. Q. (By Mr. Verhoeven) You say you felt he 14 didn't do anything, but you didn't know that 14 15 because he was taking the Fifth Amendment, correct? 10:48:01 10:49:53 MR. VERHOEVEN: Will you let him answer 15 yes or no whether Mr. Levandowski spoke to him at 16 MS. DUNN: Form. 16 that meeting about this subject? 17 THE DEPONENT: I believe -- I believe 17 MS. DUNN: Since you asked -- 18 then, and continue to believe, the explanation that 18 MR. VERHOEVEN: You can just tell me, yes 19 I got on that evening. 19 or no. 20 20 MS. DUNN: He's -- well, the problem -- 21 the Fifth, given that explanation? Q. (By Mr. Verhoeven) So why did he take 10:48:16 21 MR. VERHOEVEN: I don't want a speech. 22 MR. CHATTERJEE: Form. 22 MS. DUNN: I understand you don't want a 23 MS. DUNN: Form. 23 speech. 24 THE DEPONENT: This is what -- this was a 25 big part of what that discussion was about. I -- I 1 personally don't believe he should have. 2 24 10:48:23 25 Page 118 10:48:25 Q. (By Mr. Verhoeven) What's your MS. DUNN: Form. 5 MR. CHATTERJEE: Join. MR. VERHOEVEN: I withdraw the question. MS. DUNN: Well -- 10:50:20 Page 120 MR. VERHOEVEN: I withdraw the question. 4 10:48:35 Q. (By Mr. Verhoeven) Let me just repeat 5 it, so the record is clear. 10:50:29 THE DEPONENT: My understanding -- 6 7 MS. DUNN: Wait -- sorry. 7 was said or anything like that, and the question Q. (By Mr. Verhoeven) You can answer the I'm just asking you, yes or no, not what 8 is: Did Mr. Levandowski personally express to 9 question. 10 9 you -- did he say to you why he was concerned about A. My understanding is that he got advice 10:48:40 10 being criminally prosecuted? 10:50:44 11 from his counsel to take -- to plead the Fifth. 11 MS. DUNN: Objection to form. 12 12 MR. CHATTERJEE: Join. 13 THE DEPONENT: Not -- probably not 13 Q. And what -- for what reason? MS. DUNN: I'm going to caution the 14 witness not to answer anything that he knows solely 15 from meetings with Mr. Levandowski and his counsel. 16 THE DEPONENT: I think in -- I guess what 14 specifically the way you have put that question. 10:48:58 15 There were -16 17 generally to you? 18 Q. (By Mr. Verhoeven) Did Mr. Levandowski 10:51:00 Q. (By Mr. Verhoeven) Did he say it 17 I could say is, in an abundance of caution. 18 A. Say what generally? Like -- 19 tell you he was concerned about being criminally 19 Q. What his concern was for why he's 20 prosecuted for what he did? 20 asserting the Fifth Amendment. 21 10:49:17 A. I think he expressed his lawyer's concern 10:51:06 21 A. I think his attorney spoke to that. 22 over that. 22 Q. Did -- so my question is: Did 23 23 Mr. Levandowski -- 24 10:50:20 3 speech. 6 8 10:50:15 2 If you want to answer yes or no, I don't want a 3 understanding of why he did it? 4 1 10:50:04 Q. What did he say? MS. DUNN: I'm going to caution the 24 25 witness not to answer anything he knows solely from 10:49:30 25 Page 119 A. I don't -Q. -- say to you -- 10:51:18 Page 121 31 (Pages 118 - 121) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 33 of 86 ATTORNEYS' EYES ONLY 1 2 A. I don't recall him saying that. 10:51:20 1 repeat the question. MS. DUNN: The witness was instructed not 2 3 to answer anything that he knows based only on 3 Mr. Levandowski at that point in time? 4 conversations with Mr. Levandowski and 4 5 Mr. Levandowski's personal attorney in the room. 10:51:30 6 So if you -7 8 MS. DUNN: Same objection. You are 5 instructed not to answer if you can only answer Q. (By Mr. Verhoeven) Did you -- 7 MS. DUNN: You can ask about meetings THE DEPONENT: I cannot answer that 8 question. 9 Q. (By Mr. Verhoeven) Did you ever have 10:51:40 Q. (By Mr. Verhoeven) Was the 10 recommendation that you referred to about removing 11 conversations about this bonus explanation without 11 him from LiDAR based on a conversation with 12 attorneys in the room? 12 attorneys? 13 A. No. 13 14 Q. What about his taking of the A. It was based on a bunch of conversations, 15 Q. Okay. Which ones weren't with attorneys? 16 conversations with Mr. Levandowski about taking the 16 A. I can't remember specific -- 17 Fifth Amendment without attorneys in the room? 17 specifically. Just knowing that that kind of 18 A. No. 18 conversation happened, sometimes with attorneys; 19 Q. There a came a time when the public was 10:51:49 10:52:06 20 Q. Okay. What do you remember about the 21 working in -- on the area -- that was a bad 21 conversations without attorneys? 22 question. I withdraw it. 22 23 23 of this specific technology, which was where the There came a time when the public was 24 informed that Mr. Levandowski was walled off from A. That having him work outside of the area 10:52:21 25 idea. Page 122 10:52:26 1 10:54:35 Page 124 1 A. Yes. 2 Q. Do you recall that? 2 was the reason for that conversation to occur at 3 A. Yes. 3 that time? 4 Q. Did you make that decision? 5 A. I was part of that decision, yes. 6 Q. Did you make it? Were you the guy who 10:52:34 Q. And what was your understanding of what 4 MS. DUNN: Form. 5 THE DEPONENT: I don't remember. I don't 10:54:37 10:54:45 6 remember the specifics. 7 made the call? 7 8 8 that occurred that resulted in this conversation? A. I mean, I ultimately approved a 9 recommendation, yes. Q. (By Mr. Verhoeven) Was there some event 9 Q. Okay. So you could -- you were the guy 10:52:41 MS. DUNN: Form. 10 THE DEPONENT: This was before the 11 who could have disapproved or approved; you were 11 preliminary injunction order? 12 the ultimate decision-maker, correct? 12 13 13 the preliminary injunction. A. I approved the recommendation that was 14 made to me. 14 15 Q. Okay. And what was the recommendation? 16 A. That he not work on LiDAR-related 10:52:51 10:54:58 Q. (By Mr. Verhoeven) Yes, it was before A. So it's just -- look, I mean, there's not 15 a lot of days between the complaint and the PI 10:55:08 16 order. It wasn't a long period of time. So I 17 activities. 17 think we are learning as we go, and we are trying 18 18 to figure out what is the right thing to do, given Q. Was there a recommendation that he be 19 fired at that point in time? A. I think there was a -- 10:54:07 24 complaint was mostly focused, was probably a good 25 working in the area of LiDAR technology at Uber? 21 10:53:55 19 sometimes without. 20 informed that Mr. Levandowski had been removed from 20 10:53:39 14 some of which were with attorneys. 15 Fifth Amendment? Did you ever have any 10 10:53:29 6 based on what your conversations were with counsel. 9 that did not contain those people. 10 10:53:20 Was there a recommendation made to fire 19 the facts we know and what we are learning as we 10:53:06 MS. DUNN: Object on the basis of 20 go. 21 10:55:25 Q. Okay. I understand that. But I am just 22 privilege. The witness is instructed not to answer 22 trying to probe your recollection of conversations. 23 based on information he only knows from 23 24 conversations with attorneys. 24 conversations about removing from Mr. Levandowski 25 Q. (By Mr. Verhoeven) Was a -- I will And you've testified that you had some 10:53:19 25 from his work on LiDAR that were with others that Page 123 10:55:36 Page 125 32 (Pages 122 - 125) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 34 of 86 ATTORNEYS' EYES ONLY 1 were -- where attorneys weren't present, correct? 2 10:55:40 A. Yeah, and I don't remember the specifics, 3 like specific conversations, but know that it was a 4 general topic of conversation amongst people, some 5 of which were attorneys; some weren't. 6 10:55:53 Q. Which ones did you discuss it where 7 they -- who -- another bad question. Sorry. 8 A. That's okay. 9 Q. What conversations on this subject do you 10 recall with non-attorneys? 11 10:56:02 A. I don't recall specifically which 12 conversations. I just know that it was a general 13 topic of conversation because of all the press and 14 everything that was going on. 15 Q. Do you recall with whom you had these 10:56:19 16 conversations that were general? 17 A. Not specifically. 18 Q. Do you remember any specific nonlawyer -- 19 withdraw the question. 20 Do you remember any nonlawyer that you 10:56:32 21 had such a conversation with? 22 A. No. 23 Q. Who made you the recommendation to remove 24 Mr. Levandowski from LiDAR? 25 MS. DUNN: Object on the basis of 10:56:54 Page 126 1 privilege, and the witness is instructed not to 10:56:54 2 answer if it's only something he can answer based 3 on communications with counsel. 4 THE DEPONENT: I can't answer that 5 question. 10:57:01 6 Q. (By Mr. Verhoeven) So your lawyers made 7 the recommendation? 8 A. I cannot speak to that question. 9 Q. Do you have an understanding as to why 10 the recommendation was made? 10:57:26 11 MS. DUNN: Same instruction. 12 THE DEPONENT: I can't answer that 13 question. 14 Q. (By Mr. Verhoeven) Were there any other 15 recommendations made? 10:57:40 16 MS. DUNN: Same objection and 17 instruction. 18 MR. VERHOEVEN: On the basis of 19 privilege? 20 MS. DUNN: Yes. 10:57:47 21 Q. (By Mr. Verhoeven) So why didn't you 22 fire Mr. Levandowski at that point in time -23 MS. DUNN: Objection to form. 24 Q. (By Mr. Verhoeven) -- when this 25 recommendation was made? 10:58:03 1 A. I'm -- I'm fairly certain I answered this 10:58:04 2 one. 3 Q. Well, can you humor me. I am sorry. I 4 don't remember it. 5 A. Okay. Well, your memory is a little 10:58:11 6 short-term. 7 Q. It is, indeed. 8 A. Okay. There's a few things we -- we -- I 9 was still hopeful that he would testify. I was 10 still hopeful that he would make a declaration. 10:58:39 11 And given what we knew at this point, and 12 given what seemed to be a desire from him to do so, 13 we may have been maybe unrealistically hopeful, but 14 what we felt at that time, it felt like he would. 15 And so we were trying to get to get him 10:59:02 16 to cooperate with the Court and try to get him to 17 cooperate with our own internal investigation, as 18 well. 19 And looking back, maybe -- you know, 20 maybe we were too hopeful. But that's -- that's 10:59:14 21 where we ended up. 22 Q. Okay. You did answer that, but I think I 23 it was when I asked in point in time with the 24 Fifth Amendment. 25 So this question was specifically to you 10:59:25 Page 128 1 at the point in time when the recommendation -2 3 Q. -- was made about LiDAR. 4 A. Oh. 5 Q. And the answer is the same? 6 7 10:59:28 A. Yeah. 10:59:36 At the point in time -A. Yeah, these -- well, there wasn't that 8 much time between taking him off of LiDAR and when 9 we ultimately made the decision to terminate him. 10 There was not many days between that, between those 10:59:49 11 two. 12 Q. Okay. But just for the record -- I don't 13 know what that means. You have to tell me. So 14 just for the record, the point in time I'm talking 15 about is the point in time in which -- 11:00:03 16 A. Yeah. 17 Q. -- you approved the recommendation to 18 remove him from LiDAR -19 A. Yeah. 20 Q. -- before the preliminary injunction 11:00:11 21 issued. 22 Are you with me there? 23 A. Yeah. 24 Q. And my question was at that point in 25 time. Page 127 11:00:18 Page 129 33 (Pages 126 - 129) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 35 of 86 ATTORNEYS' EYES ONLY 1 A. Yeah. 2 Q. Would you have the same answer? 2 preliminary injunction letting him know that he 3 A. Same answer. Yes, yes. Yeah. 3 must -- he's got to cooperate with the Court. And 4 Q. You were still hopeful -- 5 A. Yeah. 6 Q. -- that -- 11:00:18 1 So there's a letter we sent him after the 4 then there was a letter two weeks -- something like 11:00:24 5 that, something around two weeks -- prior to his 11:02:45 6 formal termination that told him that we were going 7 A. Yeah. 7 to terminate him. 8 Q. What you said before? 8 Q. Okay. 9 A. Yeah. 9 A. Yeah, something like that, yeah. 10 11:02:31 Q. Okay. How did you become aware that a 11:00:26 10 Q. So did the lawyers inform him, to the 11:03:00 11 preliminary injunction had issued in this case? 11 best of your recollection? 12 12 A. I am not sure who informed him. 13 Q. Okay. Did you have any discussions with 13 A. I -MS. DUNN: Just instruct the witness not 14 to answer things that he only knows based on 14 him personally about it? 15 communications with counsel. 16 17 11:00:46 MR. VERHOEVEN: From counsel? Yeah. Q. (By Mr. Verhoeven) Okay. Why didn't you 15 A. No. 16 Q. Have you had any discussions with 11:03:10 17 Mr. Levandowski since that time? 18 fire Mr. Levandowski upon issuance of the 18 19 preliminary injunction? 19 Q. About anything. 20 A. He sent one note to me after my mother 20 A. I think there were -- there was a 11:01:10 A. About termination or -- 21 decision pretty shortly after that to do so. 21 passed away. 22 22 Q. Other than that? 23 preliminary injunction -- that's a bad question. 23 A. And sent a brief note after I resigned. 24 24 And they were very short. Q. Do you recall any events between the There's a period of time that -- there 25 was a date when the preliminary injunction 1 issued -- 11:01:26 25 Page 130 11:01:27 11:03:20 Q. Okay. Was the board of directors in any 11:03:34 Page 132 1 way involved in decision to fire Mr. Levandowski? 2 A. Yeah. 2 3 Q. -- and there's a date -- and I can give 3 their -- different board members had different 4 you the dates if you want -- when at least it was 4 opinions on this, but they definitely made their 5 announced that Mr. Levandowski had been fired? 11:01:35 5 opinions known to me. 11:03:54 6 A. Yeah. 6 7 Q. And my question is: Do you recall any 7 that someone from the board contacted you and made Q. Okay. When was the first time you recall 8 discussions that you were in, in that time period, 8 their opinions known to you? 9 about whether or not he should be fired? 9 10 A. Those discussions all had counsel. 11 11:01:49 Q. Okay. Did you have any discussions with MS. DUNN: Form. 10 MR. CHATTERJEE: Join. 11:04:07 11 THE DEPONENT: I can't remember, for 12 Mr. Levandowski on those subjects during that time 12 sure, like the first. Certainly, probably the 13 period? 13 first time I heard was before the PI -- or the 14 A. I did not. 14 first time I remember like a very -- like a very 15 Q. When the decision was -- who made the 11:01:59 15 clear conversation about this. 11:04:26 16 decision to fire Mr. Levandowski? 16 17 A. I ultimately did. 17 earlier. I just can't remember one before that. 18 Q. Okay. Did you personally tell him? 18 19 A. I did not. 19 clear the record. 20 Q. Okay. How was he informed? 21 A. I mean, there was a series of letters. I 11:03:38 A. They -- they -- they definitely made 11:02:10 But it doesn't mean it didn't happen Q. (By Mr. Verhoeven) I think I need to 20 A. Yeah. 21 Q. Do you remember any conversation with the 11:04:37 22 think there was a letter after the preliminary 22 board member about this case before the PI? 23 injunction. There was then also a -- 23 24 Q. Sorry. 24 room. 25 A. No, it's okay. 11:02:30 25 A. Yes. But we also had an attorney in the Q. Okay. Was there anytime when someone Page 131 11:04:48 Page 133 34 (Pages 130 - 133) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 36 of 86 ATTORNEYS' EYES ONLY 1 THE DEPONENT: Go. 2 opinions on this case or made some suggestions or 1 from the board called you and expressed their 2 MS. DUNN: The witness is instructed not 3 asked for any information? 3 to speak about the content of those meetings. 4 11:04:50 A. I am trying to remember. I don't 4 5 remember a specific phone call on this topic. 6 11:05:05 Q. There were -- but there were meetings, at Q. (By Mr. Verhoeven) I am sorry. What 5 were you going to say, "or what"? 6 7 least one meeting -- 7 wasn't going to let me say. A. Yeah. 8 9 Q. -- with someone on the board prior to the 9 11:05:16 Q. Okay. Let's switch subjects. At some point, you and Mr. Levandowski 10 had a conversation about him leaving Google and 11 can recall? 11 coming over to your team, right? 12 MS. DUNN: The witness is instructed to 11:07:06 A. I was going to say something my attorney 8 10 issuance of the preliminary injunction, that you 11:07:01 12 A. Correct. 13 answer only to the extent that these weren't 13 Q. When was the first time that subject came 14 conversations -- privileged conversations with 14 up that you can recall? 15 attorneys. 15 16 11:05:24 MR. VERHOEVEN: I'm only asking you A. I mean, I can't remember a specific 11:07:49 16 conversation; but, generally, late December, early 17 whether or not there was such a meeting. 17 January is when some kind of conversations were 18 18 happening. And they didn't start there, but they THE DEPONENT: I mean, we have regular 19 board meetings. 20 19 eventually got to a place where, like, maybe you Q. (By Mr. Verhoeven) So it was discussed 11:05:33 20 should come to Uber. 11:08:09 21 during regular board meetings? 21 Q. When did they start? 22 A. I can't say. 22 A. My conversations -- my conversations with 23 Q. Because of the attorney-client privilege? 23 Anthony started late December timeframe. 24 A. Correct. Correct. 25 Q. Okay. Was it ever discussed with any 24 11:05:42 25 Page 134 1 board member outside of the regular meetings? 2 11:05:45 A. I can't remember any specific 1 Q. Of which year? A. Sorry. '15. 11:08:24 Page 136 Q. Okay. Can you describe to me, generally, 3 December of 2015? 4 for sure it didn't, but I don't -- I can't recall a 4 5 specific conversation. 5 getting brought into conversations that various 11:06:00 Q. Okay. What was the nature of the board's A. So, I mean, late December 2015, I started 7 I don't know if other members of his team. And I 8 Mr. Levandowski? 8 would get brought into those meetings on occasion 9 MS. DUNN: Same instruction to the 9 by late December. 11:06:32 11 THE DEPONENT: I can't answer. 12 Q. (By Mr. Verhoeven) So was there -- I 10 Q. Did Uber approach Mr. Levandowski on this 12 A. I am not sure. I am not sure how the 13 conversation started. 14 earlier -- 14 A. Yeah. 16 Q. -- in connection with the firing issue, 11:06:43 Q. And you are not sure whether Levandowski 15 approached Uber or Uber approached Levandowski? 16 17 Q. You weren't personally recruiting him? 18 A. Yes. 18 A. Not when we started talking to him, no. 19 Q. Okay. So you are testifying that that 19 Q. Okay. Who were these other people 20 was in a meeting with counsel that they made their 11:06:49 20 that -- that brought you into the conversation? 21 opinions known? 21 22 A. Yes. 22 Brian McClendon. There may have been others. I 23 Q. Okay. 23 can't remember. 24 A. Or sometimes -- 24 MS. DUNN: I don't -- 11:06:59 11:09:20 A. Yeah, I don't know. 17 right? 25 11:09:09 11 subject? 13 think you said they made their opinions known 15 11:08:52 6 other members of my team were having with him, and 7 involvement in the decision to fire 10 witness. 11:08:26 2 the circumstances of -- of that discussion in 3 conversation. I don't know for sure. I can't say 6 11:07:31 11:09:34 A. So there was Jeff Holden, Q. What did they say about it to you once 25 they brought you in? Page 135 11:09:56 Page 137 35 (Pages 134 - 137) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 37 of 86 ATTORNEYS' EYES ONLY 1 A. Yeah. 2 in the autonomy space. We are having conversations 1 2 Q. And did you subsequently meet him? 3 with him. We are not sure where we are going to 3 A. Yeah. 4 end up, but you may want to meet him. 4 Q. And can you just describe, generally, the 5 A. This is something who is a great talent 11:09:57 Q. Did you know him before that 11:10:10 6 December 2015 timeframe? 11:12:20 5 circumstances of that meeting? 6 11:12:26 A. I -- I don't specifically remember that 7 A. No. 7 meeting and the nature of it. So I don't know much 8 Q. Okay. At that point in time, just so we 8 about it. 9 have a record on this, what was the state of Uber's 9 10 research and development in the AV -- in the AV 11:10:28 Q. Was it one-on-one? 10 A. No. 11 area? 11 Q. So it was a group of people? 12 12 A. Yeah. 13 late 2014, early 2015 timeframe. We had a growing 13 Q. Do you remember who -- who from Uber was 14 team in Pittsburgh. 14 at that meeting? 15 A. I think we got started sort of in the 11:12:40 Q. So at this point in time, you had a team 11:10:45 15 A. I don't remember specifically, but 11:12:49 16 in Pittsburgh? 16 there -- you know, there are various folks who were 17 17 part of that discussion and sort of intro'ing me. A. Yeah, a fairly large team by that point, 18 I think. 19 18 I don't know if they were at that first meeting or Q. Okay. I understand there was a lot of 19 not, like who was at that first meeting. 20 hires out of Carnegie Mellon? 11:10:55 20 But, again, you know, Brian McClendon and 21 A. Yeah. 21 Jeff Holden come to mind. There may have been 22 Q. Had those hires started at that point in 22 businesspeople in that meeting, too. I just -- I 23 time, or -24 A. Yeah. 25 Q. Okay. So there -- there was a team of 23 just can't remember. 24 Q. It's fair to say that you and 11:11:02 25 Mr. Levandowski have had a lot of one-on-one Page 138 1 Carnegie Mellon people already working in 11:11:03 2 possibly joining you? 3 3 MS. DUNN: Form. 4 THE DEPONENT: I don't know if that's A. Yeah, it was -- it was a mix of folks who 4 had worked for, like, a military contractor, or 5 some folks from CMU, some folks from -- from a lab. 11:11:14 5 fair to say. 6 But they had been working for a year at that point, 6 7 close to it. 7 any? Did you have any? Q. Was there any member of the Pittsburgh 8 10 in the first time about Mr. Levandowski? 11:11:30 11:13:28 Q. (By Mr. Verhoeven) Okay. Have you had A. Prior to him leaving? Maybe. Maybe. I A. I don't know for sure. There may have 10 Q. You don't remember having one-on-one 11:13:37 11 conversations with him before he decided to leave? 12 been. I don't know. 12 13 Q. You can't think of one, though? 13 the -- like when, generally, he left and when, 14 A. I -- I don't know who was specifically in 14 generally, we started spending more time together. 15 the meeting when I first met him. 16 11:11:45 15 A. Like, I am trying to place, like, the -- And my -- my general recollection is that 11:13:52 16 the time -- when we started spending more and more Q. Okay. Did -- did the folks that you 17 brought in explain why they thought it would be a 17 time was as we were, like, really starting to work 18 good move to hire Mr. Levandowski? 18 on getting the deal done. 19 MS. DUNN: Form. 19 20 THE DEPONENT: I think when we first 11:12:06 So, for me, that feels like February and 20 March is when we started spending more time 21 started discussions, it wasn't clear, like, were we 21 together, and really even past that is when I think 22 going to hire him, or were we going to partner, 22 it got -- is, you know, when we really started 23 what -- what -- what we were going to do. 23 spending time. But in the early days, I was 24 24 brought into meetings that existed. Q. (By Mr. Verhoeven) Okay. But they 25 suggested you meet him? 11:13:19 9 don't know for sure. 9 team that was also in that group that brought you 11 11:13:15 Page 140 1 conversations prior to him leaving Google about him 2 Pittsburgh at that time? 8 11:13:06 11:12:19 25 Q. Okay. So who was driving the train Page 139 11:14:13 11:14:36 Page 141 36 (Pages 138 - 141) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 38 of 86 ATTORNEYS' EYES ONLY 1 during that early time? 11:14:38 1 were being had, the kinds of meetings we were 11:16:47 2 A. It was -- in the early time, it was 2 having. But a specific one, not really. 3 mostly -- I think it was our deal team, probably 3 Q. Outside of attending meetings, do you 4 mostly Cameron. 4 recall any conversations you had had with 5 Q. Okay. 11:14:45 5 Mr. Levandowski prior to his leaving Google? 11:16:58 6 A. And he may have had one or two other 6 A. I don't have a recollection of a specific 7 people with him. And Jeff Holden. 7 conversation or specific meeting. 8 Q. Okay. 8 Q. Did you have conversations with him prior 9 A. And -- yeah. 9 to him leaving -- let me finish the question. 10 Q. And then they would bring you in 11:14:52 10 A. Yeah. 11:17:12 11 occasionally to give you updates? 11 Q. Did you have conversations with him prior 12 A. Give me updates or get me involved in a 12 to him leaving Google outside of the meetings? 13 discussion, yeah. 13 MS. DUNN: Form. 14 Q. Did you have any input -- assuming you 14 THE DEPONENT: I can't say for sure. 15 had input at some point. When is the first time 11:15:06 15 Q. (By Mr. Verhoeven) You are not sure 11:17:25 16 you remember having -- instead of just hearing 16 about that? 17 status reports and -- and talking to people, when 17 A. I am not sure. Not sure. You know, I 18 is the first time that you remember providing input 18 guess what I would say is, in the early days, it 19 yourself on whether this would be a good move or 19 was -- it was meetings that I was joining, for the 20 not? 11:15:20 20 most part. I am not sure if there was -- I can't 11:17:47 21 MS. DUNN: Form. 21 remember, specifically, meetings beyond that. 22 THE DEPONENT: Well, it is like it wasn't 22 Q. Why did Uber hire Stroz or Stroz to do an 23 clear what move. But if you have ever been in a 23 investigation of Mr. Levandowski? 24 meeting with me, which you have not, I am going to 24 MS. DUNN: I will caution the witness not 25 provide input all the time, so... 11:15:32 25 to answer things he only knows from communications 11:18:09 Page 142 1 Q. (By Mr. Verhoeven) Okay. Do you 11:15:36 Page 144 1 with his lawyers, with the company's lawyers. 2 remember what your initial input was, generally? 2 3 3 A. No, it was probably just sort of opinions 11:18:12 THE DEPONENT: I can't answer that. Q. (By Mr. Verhoeven) Were you involved in 4 on different options and probably just exploratory. 4 any way in the decision to hire forensic -- an 5 I don't know if I had a strong -- like, a strong 5 independent forensic firm to do an investigation of 11:15:48 6 opinion one way or the other in early meetings. 7 6 certain diligence to employees in connection with Q. Did there come a time when you started to 7 the transaction that you did with Ottomotto? 8 have an opinion that was more formed? 8 9 9 10 A. Probably. Q. Yeah. Do you remember, roughly, when 11:16:04 A. No. Q. Were you aware of it? 10 A. Yes. 11 that was? 11 Q. When was the first time you became aware 12 12 of it? A. For me, it feels like teams 11:18:43 13 early/mid-January. 13 14 Q. Of what year? 14 it feels like the March timeframe, march 2016. 15 A. 2016. 16 Q. Okay. Do you remember if it was before 11:16:14 A. I am not sure the -- the first time, but 15 Q. And how did you become aware of it? 16 A. Probably with a conversation with an 17 or after Mr. Levandowski left Google? 17 attorney. 18 18 A. Well, if it was early/mid-January, I 19 reason why it was being done? 20 still at Google. 20 11:16:30 Q. Do you remember any conversations that MS. DUNN: I will caution the witness not 22 conversations with attorneys for the company. 23 left Google? 23 24 24 25 recollection of the kinds of conversations that 11:19:09 21 to answer to the extent he only knows this based on 22 you had personally with Mr. Levandowski before he A. I mean, I just have a general 11:18:57 Q. Okay. What was your understanding of the 19 mean, that -- it's possible it was when he was 21 11:18:24 THE DEPONENT: She's answered for me. Q. (By Mr. Verhoeven) So you -- you can't 11:16:44 25 answer -- it was all -- your understanding is Page 143 11:19:22 Page 145 37 (Pages 142 - 145) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 39 of 86 ATTORNEYS' EYES ONLY 1 completely from attorneys? 2 11:19:24 1 A. Well, state your -- restate your 3 question. 4 3 Q. What was your understanding as to why 11:19:29 6 was being done? Q. I'm referring to -- remember, before the 5 talked about the March time frame -6 A. Oh. We were contemplating an M & A 8 transaction. M & A transactions often have 9 diligence. 10 11:29:08 4 break I asked you about the March time frame, we 5 this investigation into these diligence employees 7 A. What Stroz investigation are you 2 referring to? 11:29:18 A. Okay. Yeah. 7 Q. -- when there was a Stroz investigation? 8 A. Yes. You're speaking March 2016, 9 correct? 10 Q. Starting at that point. 11 being done where employees' devices are imaged and 11 A. Yeah. 12 analyzed by an independent third party? 12 Q. But then the question is, did there come 13 13 a time after the start of that investigation -- 14 15 Q. Are you familiar with M & A transactions 11:19:46 MS. DUNN: Form. THE DEPONENT: Yes. Q. (By Mr. Verhoeven) Which transactions 11:20:05 14 A. Yeah. 15 Q. -- when you became aware -- let me ask a 16 are you aware of? 16 more particular question. 17 17 A. I mean, just usually complex transactions 18 and transactions that involve individuals that may 11:29:31 Did you -- did you become aware of any 18 report or information provided by Stroz as a result 19 have worked at a competitor. 20 11:29:26 19 of them being retained in the March time frame? Q. Can you name one that you know besides 11:20:19 20 A. Those -- those -- the information that I 21 this one? 21 received along those lines was with company 22 22 counsel. A. I would have to think about it. Just -- 11:29:54 23 we haven't done a lot of M & A transactions at 23 Q. But you did receive some information? 24 Uber. And this is the only one with -- with a 24 A. I got maybe a couple of updates along the 25 group of individuals who had previously worked at a 11:20:37 25 way. Page 146 1 competitor. 11:20:40 2 But just general chatter in 3 Silicon Valley in the industry, this is the kind of 4 thing -- so I can't specifically name a -- a 5 transaction, but it's one -- it's the kind of thing 11:20:50 6 you hear about generally. 7 Q. Do you remember hearing about it with any 8 specificity from anyone? 9 A. Not really. 10 Q. Just -- so your basis for saying that is 11:21:02 11 just general chatter? 12 A. Yeah. 13 Q. Okay. 14 A. Real quick, if I could go to the 15 bathroom, that would be good. 11:21:10 16 MR. VERHOEVEN: Sure. 17 THE DEPONENT: Thanks. 18 THE VIDEOGRAPHER: Going off the record. 19 The time is 11:21. 20 (Recess taken.) 11:21:48 21 THE VIDEOGRAPHER: We are back on the 22 record. The time is 11:28. 23 Q. (By Mr. Verhoeven) Did there come a time 24 when you became aware of any results from the Stroz 25 investigation? 11:29:02 1 11:30:06 Page 148 Q. Okay. Do you remember when you received 11:30:10 2 the first update? 3 A. I do not. 4 Q. Was it before Uber entered into the terms 5 and conditions agreement? 6 11:30:17 A. I think so. 7 Q. Okay. And what were you told? 8 A. I can't -- I can't speak to that. 9 Q. So you were told by attorneys? 10 A. Yes. 11:30:32 11 Q. You said there was another time, a couple 12 of times? 13 A. Yeah. 14 Q. What's the other time you remember? 15 A. I can't remember specific dates, but I 11:30:41 16 remember there were a couple of times, maybe, where 17 I was updated on where we were in the process. 18 Q. When was the -- relative to the timeline, 19 when was the last time that you remember receiving 20 any report on this? 21 11:30:54 A. I mean, it was certainly before we signed 22 any deal, yeah. 23 Q. Was it before the put call agreement? 24 MR. CHATTERJEE: Form. 25 THE DEPONENT: What -- what do you mean? Page 147 11:31:08 Page 149 38 (Pages 146 - 149) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 40 of 86 ATTORNEYS' EYES ONLY 1 What... 11:31:08 2 Q. (By Mr. Verhoeven) There's an agreement 3 that you signed, I believe, that -4 A. Okay. 5 Q. -- allowed the parties to have options, a 11:31:13 6 put call. 7 MR. CHATTERJEE: Form. 8 MS. DUNN: Form. 9 Q. (By Mr. Verhoeven) Are you familiar with 10 that agreement? 11:31:20 11 MR. CHATTERJEE: Same thing. Form. 12 THE DEPONENT: Are you talking -13 Q. (By Mr. Verhoeven) You want me to show 14 it to you? 15 A. Okay. 11:31:26 16 Q. Or unless you're familiar -17 A. Okay. 18 Q. -- unless you know it. 19 A. Please show me. I want to make sure I 20 understand what you're saying. 11:31:34 21 Q. Are you familiar with -- you don't 22 remember a put call agreement that was signed? 23 A. I don't remember the term "put call," but 24 I just -- if you can show me, that would be 25 helpful. 11:31:54 1 MS. DUNN: The witness is instructed not 11:33:15 2 to answer based on communications with counsel. 3 But, generally, I want to make sure that 4 the witness understands that he can answer to the 5 extent he has an independent recollection. 6 11:33:21 MR. VERHOEVEN: He's already testified 7 about that. 8 Q. (By Mr. Verhoeven) Let me just say this 9 way. Including counsel and non-counsel, just yes 10 or no, did you become aware of any documents 11:33:34 11 concerning -- that mentioned bad acts in connection 12 with this transaction? 13 A. I don't remember. I don't remember. 14 Q. Okay. 15 A. Yeah. 16 Q. Did you -- did there come a time when -- 11:33:48 17 this is the agreement I was talking about. 18 Maybe I should -- should have called this 19 something else. 20 MR. VERHOEVEN: Let's mark this as 11:34:04 21 Exhibit 365. 22 (Exhibit 365 was marked for 23 identification by the court reporter and is 24 attached hereto.) 25 THE DEPONENT: Would you like me to read Page 150 1 Q. I will just show it, so there's no 11:32:03 2 ambiguity. I guess that's the safest thing to do. 3 While they're looking for that, I will 4 keep asking you questions. 5 A. Okay. 11:32:26 6 Q. Did you know that the Stroz investigation 7 was investigating, in part at least, the subject of 8 bad acts by the diligence employees? 9 MR. CHATTERJEE: Form. 10 MS. DUNN: Form. 11:32:42 11 THE DEPONENT: I don't know what you're 12 specifically referring to. 13 Q. (By Mr. Verhoeven) Do you remember 14 seeing any documents referring to bad acts 15 associated with this transaction? 11:32:57 16 A. I do not. 17 MR. CHATTERJEE: Same objection. 18 Q. (By Mr. Verhoeven) Did you read any 19 agreements that talked about bad acts in connection 20 with this transaction? 11:33:03 21 A. No. 22 MS. DUNN: Form. 23 Q. (By Mr. Verhoeven) Did your counsel tell 24 you about bad acts associated with this 25 transaction? 11:33:14 1 this right now? 2 3 11:34:15 Page 152 11:34:16 Q. (By Mr. Verhoeven) No. Does this refresh your recollection -- I 4 think you signed it. You might as well check that. 5 MR. CHATTERJEE: Do you have another 11:34:26 6 copy, Charlie? 7 Q. (By Mr. Verhoeven) Is that your 8 signature? 9 A. That is, yeah. 10 Q. Does this refresh your recollection of -- 11:34:36 11 A. Well, I mean it says, "Agreement and Plan 12 Merger." 13 Q. Okay. Let's call it that. 14 A. Yeah. 15 Q. That's what I was referring to. 16 A. Okay. I mean, I haven't -- I mean, I -- 11:34:44 17 I have not read this document, but -- but certainly 18 have -- you know, I see my signature on it, so yes. 19 Q. Did you read it before you signed it? 20 A. No. No. I was certainly briefed on it, 11:34:59 21 though. 22 Q. Did your briefing include anything about 23 bad acts? 24 A. I don't recall anything like that. 25 Q. Did it include anything about a Stroz Page 151 11:35:11 Page 153 39 (Pages 150 - 153) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 41 of 86 ATTORNEYS' EYES ONLY 1 investigation? 11:35:14 2 A. I was aware that -- I was aware that 3 Stroz was conducting -- that there was a diligence 4 process underway and that we were looking into 5 content, devices, et cetera. 11:35:31 6 Q. Was your brief- -- I'm talking about your 7 briefing -8 A. Yeah -9 Q. -- on this before you signed it? 10 A. Yeah. 11:35:41 11 Q. Did that briefing discuss the 12 investigation and the results of the investigation? 13 A. You know, I'm just sort of -- I'm kept up 14 to date on a deal as it's coming along. So it's 15 not like there's like a -- the final briefing, so 11:35:54 16 to speak, might be on the final areas of the deal 17 that were being solved. 18 Q. Okay. 19 A. So I can't -- yeah. So it's -- it's 20 different -- you get different parts at different 11:36:09 21 times. I can't say what the final one was. 22 Q. Okay. 23 A. And, generally, they're -- you know, in 24 most of these, there would be an attorney in the 25 room. 11:36:18 1 of an indemnification agreement that indemnifies a 3 MS. DUNN: Form. 4 THE DEPONENT: Well, I guess my 5 understanding is indemnification agreements 11:37:36 6 generally indemnify people against things that they 7 disclose. 8 And you don't need indemnification for 9 things that -- like walking down the street, 10 there's no indemnity for walking down the street. 11 12 disclose and what they don't disclose. It's just 13 generally how indemnification agreements work. 14 Q. (By Mr. Verhoeven) Okay. Are you aware 15 of any indemnification agreements -- well, let 11:38:00 16 me -- let me back up. 17 Are you familiar with any of the terms of 18 the indemnification agreement between Uber and 19 Mr. Levandowski? 20 A. No, not -- not specifically. 21 Q. Is Uber indemnifying Mr. Levandowski in 11:38:08 22 this litigation? 23 MR. CHATTERJEE: Form. 24 MS. DUNN: Form. 25 THE DEPONENT: I don't know. 1 Q. Okay. 2 A. But, yeah, I don't know. 2 Mr. Levandowski's attorneys? 1 3 Q. Okay. And I think we've already covered 3 MS. DUNN: Form. 4 any information you have about the results of the 4 MR. CHATTERJEE: Form. 5 THE DEPONENT: I don't know. 5 investigation are covered by the -- were from 11:36:31 11:38:19 Page 156 Q. (By Mr. Verhoeven) Is Uber paying for 6 attorneys -- 6 7 7 of an indemnification agreement that talks about A. Yeah. 8 Q. -- is that right? 8 pre-deal bad acts? A. Of course, yeah. 9 Q. Did you know that this agreement had an 11:36:38 11:38:20 11:38:27 Q. (By Mr. Verhoeven) Have you ever heard 9 10 A. Those specific words? 10 Q. Yeah. 11 indemnification clause for Mr. Levandowski? 11 A. No. 12 MR. CHATTERJEE: Form. 12 Q. Have you -- is it correct that you have 13 THE DEPONENT: I mean, I would be 13 exchanged text messages with Mr. Levandowski? 14 surprised if it didn't. 15 Q. (By Mr. Verhoeven) Would you be 11:36:50 11:37:49 But it's really about what people Page 154 11:36:18 11:37:21 2 person for intentional bad acts? 11:38:38 14 A. Yes. 15 Q. Are you aware that on May 11th of this 11:38:59 16 surprised if Uber indemnified Mr. Levandowski for 16 year the court ordered Uber to make available for 17 committing prior bad acts with respect to Google? 17 inspection any text messages you exchanged with 18 MS. DUNN: Form. 18 Mr. Levandowski pertaining to Uber's LiDAR work? 19 THE DEPONENT: I mean, I generally 19 MS. DUNN: Form. 20 THE DEPONENT: I wasn't aware of that 20 understand how indemnification agreements work. 21 11:37:03 22 disclosed and what they haven't disclosed, and how 22 Court wanted my text messages. 23 they get indemnified against things that they 23 24 disclose. 24 understand about that? 25 11:39:13 21 specific order, but I generally understand the They're typically about what somebody has Q. (By Mr. Verhoeven) Have you ever heard 11:37:21 25 Page 155 Q. (By Mr. Verhoeven) What do you A. That they want my -- all my text 11:39:26 Page 157 40 (Pages 154 - 157) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 42 of 86 ATTORNEYS' EYES ONLY 1 messages. 11:39:27 2 Q. Do you remember when you learned that? 3 A. Not really. I mean, I think somebody in 4 the company asked for my phone. 5 Q. When did that happen? 6 A. I don't remember specifically. 11:39:35 7 Q. Can you estimate it for me? Was it a 8 week ago? Was it a month ago? Was it six months 9 ago? 10 A. It was certainly months ago. 11 Q. Months ago? 11:39:46 12 A. Yeah. 13 Q. Okay. 14 A. I mean, I... 15 Q. And this is your cell phone they asked 11:39:51 16 for? 17 A. Yeah. 18 Q. Okay. And did you give it to them right 19 away or what happened? 20 A. When somebody -- somebody came to ask for 11:39:59 21 my cell phone, and I gave them my cell phone. 22 Q. Okay. And -- and how long were you 23 without the cell phone? 24 Let me -- let me with- -- let me 25 withdraw. 11:40:12 1 A. Brief -- brief discussions. I mean... 11:40:57 2 Q. Do you have a practice -- withdrawn. 3 You did exchange text messages with 4 Mr. Levandowski, right? 5 A. Correct. 11:41:12 6 Q. Do you recall deleting any of those 7 texts? 8 A. I do not, no. 9 Q. Do you have any practices with respect to 10 deleting texts on your phone? 11:41:23 11 A. Outside of just the auto-delete, the 12 30-day auto-delete, no. 13 Q. And what's the 3A auto-delete? 14 A. Thirty -- the 30-day auto-delete is just 15 a setting on my phone -11:41:35 16 Q. Okay. 17 A. -- where after 30 days the -- the texts 18 disappear. 19 Q. Do you still have -- is that still your 20 setting on your phone? 11:41:44 21 A. No. 22 Q. What is your setting now? 23 A. It's -- keeps forever now. 24 Q. And when did you change the setting? 25 A. A few weeks ago. 11:41:51 Page 158 1 Did they give it back to you? 11:40:13 Page 160 1 Q. "Few" meaning two, three -- 2 A. Yes, they did. 2 A. Something like that. I don't know the 3 Q. Okay. So what was the period of time 3 exact. 4 between -5 A. Yeah. 11:40:16 6 Q. -- when you gave it and they gave it back 11:41:52 4 Q. Okay. 5 A. I'm sure the attorneys can figure that 6 out when that happened. 7 to you? 7 Q. All right. You ready for documents? 8 8 A. Let's do it. 9 A. Hours. Q. Hours? 10 A. Yeah. 11 Q. Okay. What was your understanding of 11:42:08 11:40:20 9 (Discussion off the stenographic record.) 10 Q. (By Mr. Verhoeven) A good question I 11:42:55 11 forgot to ask -- 12 what they were doing with your cell phone? 12 A. Yeah. 13 13 Q. -- is, have you exchanged any texts with A. They were getting all of the text 14 messages from it. 14 Mr. Levandowski since your phone has been returned 15 Q. Okay. 16 A. Specific to what they needed. 11:40:32 15 to you? 16 A. No. 11:43:02 17 Q. And this -- you got your cell phone back 17 Q. Okay. I'm going to try to shorten this 18 months ago? 18 based on your answers, so there may be some pauses. 19 A. Yes. 19 I apologize for that. 20 Q. Okay. Did you have any discussions with 11:40:43 20 You've already answered a lot of my 21 anybody after that point in time about what was on 21 questions, and so -- 22 your cell phone? 22 23 A. I mean, only with attorneys. 23 Q. -- I apologize for that. 24 Q. Did you have discussions with attorneys 24 A. That's all right. Apology accepted. 25 about what was on your cell phone? 11:40:55 25 Page 159 11:43:19 A. That's nice of you. Q. Do you think that -- is it your belief 11:43:36 Page 161 41 (Pages 158 - 161) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 43 of 86 ATTORNEYS' EYES ONLY 1 that -- withdrawn. 2 11:43:38 It is your belief, correct me if I'm 3 wrong, that AV technology represents an existential 4 threat to Uber's business model. 5 MR. CHATTERJEE: Form. 6 MS. DUNN: Form. 11:43:52 7 THE DEPONENT: I would say it 8 differently. I would say that it is -- in order 9 for Uber to exist in the future, we will likely 10 need to be a leader in the AV autonomous vehicle 11:44:11 11 space. 12 Q. (By Mr. Verhoeven) And why is that? 13 A. Because autonomous vehicles are going to 14 be far safer than human-driven vehicles. And a 15 service that's very safe compared to human-driven 11:44:32 16 vehicles is going to be one that consumers want. 17 And it will also ultimately be far 18 cheaper than a human-driven vehicle. And consumers 19 that can get safer rides far cheaper are going to 20 be the consumer -- those consumers are going to go 11:44:52 21 to the service that provides that. 22 And if you don't provide that, I don't 23 believe you're going to be able to sustain your 24 business. 25 Q. When did you recall coming to this 1 belief? 11:45:13 Page 162 11:45:17 2 A. This was really late 2014. 3 Q. And what did you do based on coming to 4 this conclusion? 5 A. We started our autonomous -- what we 11:45:28 6 called the Advanced Technology Center in 7 Pittsburgh. You know, we... 8 Q. As of January 1, 2015, what was the 9 status of that project? 10 A. It was -- that was right around the time 11:45:45 11 when it was being put together. So I don't know 12 the exact date in January of that year -13 Q. Okay. 14 A. -- but it was right around that year -- 15 or, sorry, right around that time. 16 11:45:54 Q. And what was the -- to the extent you 17 know or remember, what was the business plan about 18 that period of time with respect to AV? 19 A. It was to get -- to build software that 20 can drive safer and more cost efficiently than 11:46:15 21 traditional human-driven vehicles. 22 Q. This is one of those times I'm shortening 23 the deposition. 24 A. That's all right. I'm appreciating. 25 This is one of the few times I'm going to thank 11:46:42 Page 163 1 you. 11:46:44 2 Q. All right. Who is John Bares? 3 A. He was one of the original members of the 4 team in Pittsburgh. 5 Q. You said "was." What's he doing 11:47:20 6 currently? 7 A. No. He's still -- he's still one of the 8 original members of the team. 9 Q. Okay. 10 A. But he -- his role changed. So at first 11:47:31 11 he was running all of the Pittsburgh operation, and 12 now he's doing a smaller portion of it. 13 Q. What was his role in -- in December of 14 2015, so at the end of the year? 15 I was talking earlier about the beginning 11:47:53 16 of the year. 17 A. Yeah. 18 Q. At the end of the year, what was his 19 position? 20 A. He was -- if I recall, he was still 11:47:58 21 running the Pittsburgh operation. 22 MR. VERHOEVEN: All right. Let's mark as 23 Exhibit 366 an Excel spreadsheet produced by Uber. 24 (Exhibit 366 was marked for 25 identification by the court reporter and is 11:48:22 Page 164 1 attached hereto.) 11:48:22 2 Q. (By Mr. Verhoeven) Okay. Do you 3 recognize this as an Excel spreadsheet printout? 4 A. I mean, I don't -- I don't know if it's 5 an Excel spreadsheet, but I recognize that it's a 11:48:42 6 piece of paper that has words on it. 7 Q. Do you recognize the format of this 8 document as a printout from a spreadsheet that Uber 9 would have in its software? 10 A. No. 11:49:01 11 Q. Okay. 12 A. But I see it. I see the document. 13 Q. Okay. Yeah. 14 You see at the bottom -- I know it's in 15 small print, I apologize for that -11:49:11 16 A. That's all right. 17 Q. -- there's a bottom green line? 18 A. Yeah. 19 Q. And you see it says, "Meeting with TK"? 20 A. Yup. 11:49:19 21 Q. That would be you? 22 A. I assume so. 23 Q. I will represent to you that these are 24 Mr. Bares' -- this is Mr. Bares' spreadsheet -25 A. Okay. 11:49:33 Page 165 42 (Pages 162 - 165) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 44 of 86 ATTORNEYS' EYES ONLY 1 Q. -- just so you know. 11:49:33 1 A. December 22. 11:51:24 2 And I will represent to you that this 2 Q. -- of 2015. 3 meeting occurred on December 22, according to 3 A. Of 2015. 4 Mr. Bares. 4 And do we know that this is -- I -- I 5 A. Is this notes from a meeting or what is 11:49:42 5 just don't -- I don't know what this is referring 11:51:38 6 this? 6 to. I can't say for sure what this is about. 7 Q. Yes. 7 Q. Okay. Okay. What about -- you agree 8 A. Okay. 8 that basically saying that you said, "What we 9 Q. So if you turn the page, there is some 9 want," and provides a list? 10 description of notes from the meeting. 11:49:57 10 MS. DUNN: Form. 11:51:51 11 Do you see that? 11 Q. (By Mr. Verhoeven) TK is you. 12 A. Okay. 12 A. I agreed that it says, "TK, what we 13 Q. And you see it says, "TK, what we want"? 13 want," but I don't know what that means. 14 A. Yeah. 14 Q. Okay. What do you think -- you don't 15 Q. And then it says, "Source," and goes on. 11:50:08 15 remember saying that you want all of their data? 11:52:01 16 A. Okay. Yeah. 16 A. I don't even know who "they" is. 17 Q. Do you remember meeting with Mr. Bar -17 Q. Okay. So you don't understand, looking 18 Bares? Is it Bares? Is that how you pronounce it? 18 at this, that this is about a potential deal with 19 A. Bares. 19 Mr. Levandowski? 20 Q. Bares. 11:50:21 20 A. I have no idea. 11:52:19 21 A. John Bares. 21 Q. You see down below, it says, "AL says"? 22 Q. Do you remember meeting with Mr. Bares -22 A. Yes. It does say that, yeah. 23 A. Yeah. 23 Q. Quote, AL says that our biggest threat is 24 Q. -- in or around December 22, where you 24 Google, but also doesn't have faith in Google 25 discussed the subject of "What we want" in 11:50:32 25 pulling it off. 11:52:30 Page 166 1 connection with the deal with Mr. Levandowski? 2 11:50:33 1 Do you see that? 11:52:32 2 A. I do. 3 No. I can't say it didn't happen, I just don't 3 Q. Okay. Do you remember having a meeting 4 remember. 4 in or about December 22 of 2015 where there was a 5 A. I mean, I don't remember specifically. Page 168 Q. Do you remember talking about wanting 11:50:48 6 something related to source? 5 discussion about a deal with AL, Mr. Levandowski, 6 that you attended? 7 A. No. 7 8 Q. What does source mean, in your opinion? 8 meeting. 9 A. I -- I don't know. 10 11:52:41 A. I mean, I don't remember the specific 9 Q. You don't know what Mr. Bares meant by 11:50:57 I mean, I'm sure you could ask John about 10 this. 11:53:11 11 that? 11 Q. I know. I'm just trying to -- 12 12 A. Yeah. 13 a lot of -- I could speculate as what he meant, but 13 Q. -- get what your understanding is and 14 I don't know what he meant. 14 what your recollection is. 15 A. No. It could be that -- I mean, there's 15 A. Yeah. I don't really have much. 16 asked, what do you think he meant? Q. What do you think -- I mean, if you were 11:51:08 16 Q. So this document doesn't refresh your 17 MS. DUNN: Form. 17 recollection? 18 THE DEPONENT: I mean, it could be 18 A. No. 19 that -- I just don't know, what is the timing of 19 Q. Doesn't trigger anything in your memory? 20 this -- what is the timing of this note? Like when 11:51:16 20 A. No, but I -- I do like, "He is very 21 was this note made? 21 focused and unstoppable about getting things done." 22 22 Q. (By Mr. Verhoeven) I will represent to 11:53:21 I like that part. 23 you it was -- 23 Q. You like it, but you don't remember. 24 A. Yeah. 24 A. No, but I definitely like that. If it's 25 Q. -- December 22 -- 11:51:22 11:53:15 25 talking about me, I'm -- I'm excited. Page 167 11:53:33 Page 169 43 (Pages 166 - 169) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 45 of 86 ATTORNEYS' EYES ONLY 1 Q. Now you know what people say behind your 11:53:40 2 back. 3 If you look down further -- 1 A. Yeah. 2 Q. If you look, it's right below the little 11:55:42 3 pink box, the very first pink box -- 4 A. Yeah. 5 Q. -- just above the green horizontal line 11:53:42 6 on this page, which is, for the record, UBER 4 A. Uh-huh. 5 Q. -- it says, quote, How many people are 7 60322 -- 7 A. Where is this? 8 8 Q. I can point to it. 9 A. Oh, yeah, yeah. I see it. Yeah, yeah. 9 A. Hold on. Q. -- it says -- 10 A. 603 -- what is this? Where is this? 11 Q. That's the control number on the bottom 11:55:50 6 you really taking? Close quote. 11:53:50 10 Q. Okay. Do you remember any discussions 11:55:59 11 with anyone during the December 2015 time period 12 right-hand side. 12 about Mr. Levandowski taking a bunch of people from 13 13 Google when he left? 14 A. Oh, yeah, yeah, yeah, yeah. So what am I looking at? 14 11:53:57 A. I remember more of that kind of 15 Q. Just above the green horizontal line -- 15 discussion in the January time frame. 16 A. Yes. 16 Q. Okay. 17 Q. -- it says, "January 12, he quits." And 17 A. But -- 11:56:18 18 then, "January 1 through 12 period is twitchy. He 18 Q. What do you remember? 19 is still G employee but on trajectory out." 19 A. I remember being very aggressive about 20 A. Yeah. 20 hiring great talent. 21 Q. Do you see that? 21 22 A. Yeah. 22 discussions about hiring folks that were employed 23 Q. Do you remember having any discussions in 23 by Google in the AV area as part of the deal, in 11:54:14 24 December of 2015 about a date when Mr. Levandowski 25 would quit or a period that was twitchy? 11:56:27 Q. Do you remember specifically, though, 24 addition to Mr. Levandowski? 11:54:24 25 Page 170 A. Generally, we were very interested in 11:56:59 Page 172 1 MS. DUNN: Form. 11:54:29 1 hiring the best talent, and much of the best talent 11:57:00 2 THE DEPONENT: I don't remember -- I 2 was at Google, for sure. 3 mean, no. I don't -- I don't specifically remember 3 Q. And do you remember that Uber and you 4 a discussion about that. 4 wanted to hire as many good people as possible from 5 But I think your question said December 11:54:40 5 Google as part of this deal? 11:57:10 6 and -6 MS. DUNN: Form. 7 Q. (By Mr. Verhoeven) Yeah, 7 THE DEPONENT: I don't -- I'm not sure it 8 December 22, 2015. 8 was part of this deal, but we were generally 9 A. Okay. Yeah. No, I don't remember that, 9 interested and continue to be interested -- very 10 no. 11:54:48 10 interested in hiring as many great scientists and 11:57:20 11 Q. Do you remember you generally having 11 engineers from Google as possible -- as is 12 discussions about a possible deal with 12 possible. And we have been very successful in 13 Mr. Levandowski in December of 2015? 13 doing that. 14 A. I remember deal -- sort of deal 14 Q. (By Mr. Verhoeven) Do you remember 15 discussions more in the January time frame. 11:55:04 15 discussions with Mr. Levandowski about targeting 11:57:33 16 Q. Did -- so you -- could they have happened 16 Google employees in the AV area, for him to bring 17 in December as well? 17 with him or recruit after he came over to you? 18 A. It's possible. 18 MS. DUNN: Form. 19 Q. Well, doesn't this document show it? 19 THE DEPONENT: I remember discussions 20 A. I don't know what the hell this document 11:55:23 20 about how we should best go about hiring the great 11:57:47 21 is. 21 talent at Google, and figuring out what are the 22 Q. Okay. If you turn the page. 22 best ways to do that while staying within certain 23 A. Okay. All right. 23 legal constructs. 24 Q. And if you look -- just for the record, 24 Q. (By Mr. Verhoeven) And when -- this is 25 page 323. 11:55:41 25 with Mr. Levandowski, these discussions? 11:58:04 Page 171 Page 173 44 (Pages 170 - 173) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 46 of 86 ATTORNEYS' EYES ONLY 1 A. Sure. Yeah. 2 Q. Okay. And was it -- so is it fair to say 11:58:05 1 2 3 that those discussions were in the context of the 12:00:24 3 anybody he identified specifically? 4 AV technology? 5 THE DEPONENT: Generally, yes. Q. (By Mr. Verhoeven) Do you remember A. It wasn't about AV technology. It was 11:58:17 6 about people and -- who are very talented in the AV 4 A. No, not specifically. 5 Q. Okay. Would it surprise you if part of 12:00:28 6 the deal included -- withdrawn. 7 space. 7 8 Q. Okay. 8 payments as part of the tool was conditioned upon 9 A. Yeah. 10 11 Q. The AV space. Would it surprise you if Levandowski's 9 him recruiting away from Google a certain number of 11:58:24 10 Google employees in the AV space? But it was -- it was about people in the 12:00:50 11 MS. DUNN: Objection to form. 12 AV space. 12 MR. CHATTERJEE: Form. 13 13 THE DEPONENT: Yeah, I don't know how A. Yeah. 14 Q. Okay. 15 A. Yeah. 14 that translates into the deal itself. But I'll -- 16 Q. And how many people do you remember 11:58:30 15 you know, again, we were very up front about our 12:01:00 16 desire to recruit great talent from Google. 17 talking about hiring? 17 Q. (By Mr. Verhoeven) And that was part of 18 MS. DUNN: Form. 18 what you were envisioning -- or let me withdraw 19 MR. CHATTERJEE: Form. 20 THE DEPONENT: I mean, it wasn't 19 that. 11:58:39 20 That was part of what you hoped would 12:01:14 21 typically about individuals, but more -- well, 21 happen in connection with Mr. Levandowski coming 22 sometimes about individuals. 22 over. 23 23 MS. DUNN: Objection to form. 24 MR. CHATTERJEE: Join. But it was -- it was about, you know, how 24 many great people do we think there are, what kind 25 of process can we go through to recruit them, and 11:58:55 25 Page 174 1 how do we make it a reality for them to come to a 11:59:01 THE DEPONENT: It wasn't just about 1 Google. It was about great talent in the space, 2 place which we feel is sort of more commercially 2 period, coming from all the companies that are 3 oriented, more sort of just works harder, you know, 3 working on it. 4 just a better environment to innovate in the space. 5 4 Q. (By Mr. Verhoeven) Do you remember any 11:59:21 6 discussion about compensation to Levandowski in Q. (By Mr. Verhoeven) But you don't 7 space after he came over? 8 MS. DUNN: Objection to form. 9 away? 9 MR. CHATTERJEE: Join. 10 MR. CHATTERJEE: Form. 11:59:41 11 MS. DUNN: Objection to form. 11 recruit as many great Google employees as we 12 THE DEPONENT: I don't remember that 10 THE DEPONENT: Generally, we wanted to 12 possibly could. 13 being tied to the deal. It may have been, but I 13 14 don't remember that. 14 right processes to do that, but we were very 11:59:49 15 excited about somebody -- having somebody on our 16 team who was a visionary in the space who could 17 17 attract that great talent. But I do know that we were depend- -- for 18 him to -- to come across in an ultimate deal, we 18 19 were interested in his sense of who the great 19 remember having any -- my question was, do you 12:00:10 20 remember having any conversations about it? 12:02:15 21 22 A. I would say -- I don't remember any 22 specific conversations, but I would generally say 23 discussions asking him who the great people are 23 that -- I would acknowledge that conversations like 24 during this process? 24 that occurred. 25 MS. DUNN: Form. 12:00:23 25 12:02:00 Q. (By Mr. Verhoeven) Okay. But do you 21 across. Q. (By Mr. Verhoeven) Do you remember 12:01:47 We needed to figure out what were the 16 that we ended up with. 20 people were and how we could recruit them to come 12:01:32 6 hiring as many people as he could from Google's AV 8 folks in the AV space he was successful in hiring I don't remember it being in milestones 12:01:25 5 remember having discussions about Mr. Levandowski 7 this potential deal being based on how many Google 15 12:01:24 Page 176 Q. I direct your attention to -- back to the Page 175 12:02:32 Page 177 45 (Pages 174 - 177) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 47 of 86 ATTORNEYS' EYES ONLY 1 document, Exhibit 366, and to the same page we were 12:02:33 1 2 looking at. 2 3 A. 336? 3 4 Q. 366. This is just the exhibit number of 5 the document you're looking at. 6 12:04:43 4 12:02:48 5 A. Okay. Sorry. I was looking for the And so that was sort of the -- the range 12:04:53 6 of things we were considering. 7 right page. 7 8 Q. The same page. 8 that -- is that the December/January time frame? 9 A. Okay. Yeah. 10 9 Q. And then the second-to-last line on the 12:02:54 Q. Okay. And what time frame would you say A. That feels, yeah, sort of like really -- 10 it's -- the meat of that feels like January, 12:05:05 11 page says, quote, If the sensor idea is so good, 11 possibly late December, but probably mostly 12 why limiting scope to trucking? Close quote. 12 January. 13 13 Do you see that? Q. Okay. And did there come a time when you 14 chose one of those options? 14 A. Yeah. 15 Q. And that's talking about a LiDAR sensor? 12:03:07 15 A. Definitively, yes. 16 MS. DUNN: Form. 16 Q. Which -- which one was chosen? 17 MR. CHATTERJEE: Join. 17 A. I think we ultimately ended up in an 18 THE DEPONENT: I -- I don't know what 18 acquisition disposition, yeah. 19 19 that's about. 20 Q. (By Mr. Verhoeven) Do you remember 12:03:18 12:05:24 Q. And do you have any information about 20 what the pros and cons of -- of the choices were 21 having discussions about Mr. Levandowski's idea 21 that led Uber to arrive at that decision? 22 about a LiDAR sensor? 22 MS. DUNN: Form. 23 MS. DUNN: Form. 23 THE DEPONENT: Yeah. Yeah. I mean, 24 MR. CHATTERJEE: Form. 24 generally, we would -- we would explore all the 25 THE DEPONENT: 12:05:37 12:03:28 25 options and what was possible. And it wasn't just Page 178 1 12:03:29 2 12:05:51 Page 180 1 about what we wanted. It's also about where -- you 3 3 partnership make sense or does going deeper make 4 . 5 Q. (By Mr. Verhoeven) Okay. 6 A. I don't know if that's referring to this 4 sense? 12:03:46 5 You know, yes, pros and cons across all 12:06:05 6 options, of course. 7 or not. 7 8 8 decision just to hire Mr. Levandowski straightaway? Q. Okay. And what do you remember about the 9 discussion? 10 I mean, what was -- what was being 9 12:03:54 Q. (By Mr. Verhoeven) And why wasn't the A. I mean, I would say though this was 10 technically an acquisition, it was very much like 11 pitched to you? 11 hiring him. 12 12 Q. Okay. So -- 13 13 A. Yeah. 14 14 Q. -- it was just structured as an 15 A. 12:04:05 15 acquisition. 12:06:21 12:06:29 16 16 17 17 different things on acquisition. You have this 18 18 thing called an acquihire. Then you have like an 19 19 acquisition of a very mature company. And there's 20 12:04:21 A. Yeah. It was like -- it was -- there are 20 lots of stuff in between. 12:06:38 21 21 22 22 team, but getting some -- like a sort of small 23 23 acquisition along with it. It was sort of -- it 24 24 was a -- it was a hybrid of the two. 25 12:05:53 2 know, where they are. Could -- does -- does a 12:04:40 25 Page 179 We basically were hiring him and his Q. And what was the small acquisition? 12:07:01 Page 181 46 (Pages 178 - 181) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 48 of 86 ATTORNEYS' EYES ONLY 1 A. Well, I mean, he'd set up the company. 12:07:03 2 He had, of course, recruited a team. He had -- he 3 had -- you know, he had trucks that were -- you 4 know, let's call them self-driving trucks, of 5 course, with a safety driver. 6 12:07:18 I was in one of them. Glad there was a 7 safety driver. 8 You know, so he was getting down that 9 path and building something that he had a team that 10 was passionate about, but it was early, you know. 11 Q. I see. 12 A. Yeah. I mean -- yeah. 13 Q. What was the -- what was the benefit of 12:07:31 14 doing a structure where you hired him and his team 15 through an acquisition as opposed to just hiring 12:07:45 16 them directly? 17 A. Well, I mean, one was because he wanted 18 to -- he was -- he was -- he was building 19 something. Like we didn't come up with an 20 agreement until, I think, April of '16. He was 12:08:02 21 building one way or the other. Right? 22 Q. Okay. 23 A. So I would have loved to have hired him 24 for $100,000 a year -- that would have been 25 amazing -- and been able to recruit lots of 12:08:19 Page 182 1 wonderful engineers as well. But it's a two-way 12:08:21 1 A. Yeah. 12:09:21 2 Q. Okay. 3 A. Yeah. So I think in the December -- at 4 some point in January he wasn't a Google employee. 5 I'm not sure exactly what that date is. 12:09:27 6 Q. It's January 27. 7 A. Okay. 8 Q. The -- so I apologize. 9 A. That's okay. 10 Q. So at that time he didn't have a company 12:09:38 11 yet, right? 12 A. Yeah. I mean, I don't know what the date 13 was when he structured his company. I don't know. 14 But he was certainly a Google employee at that 15 time. 12:09:52 16 Q. All right. So just going back, though, 17 to that time in January -18 A. Yeah. 19 Q. -- what was the reason why either you or 20 he wanted to do a deal that was an acquisition 12:10:01 21 rather than just hiring him straightaway? 22 MS. DUNN: Form. 23 THE DEPONENT: I think he was just 24 adamant about building a company. 25 Q. (By Mr. Verhoeven) Well, the plan -- the 12:10:15 Page 184 1 plan was that he would build a company that would 2 street. Right? The other side, of course, has to 2 be acquired by Uber, wasn't it? 3 be excited about what they're doing. 3 MR. CHATTERJEE: Form. 4 Q. Right. 4 MS. DUNN: Form. 5 A. You know, they have to feel like they're 5 THE DEPONENT: Ultimately, in the April 12:08:34 6 being valued at what they're worth. 7 12:10:25 6 time frame we signed an agreement to acquire -- You know, a lot of -- my understanding is 7 upon certain conditions, but essentially acquire 8 a lot of Google employees had gotten very huge 8 his company. That was April, a few months after he 9 bonuses. So you're just going to have a tougher 10 time just recruiting in a situation like that. 9 had left Google. 12:08:46 10 Q. (By Mr. Verhoeven) Well, there was 11 Q. Okay. 11 discussion about that structure -- 12 A. And that's why they went and built their 12 A. Yes. 13 company and started, because I -- they're like, 13 Q. -- way back in January, right? That 14 Well, if, you know, we're going to start building 14 was -- one of the options was -- 15 something, and if you want to be -- us to be a part 15 A. Yeah. 16 Q. -- instead of hiring him straight out, he 17 17 form a company, and then after a little while you Q. I apologize. I was just talking about 12:09:00 12:10:39 16 of it, you're going to have to acquire it. 18 the January/December time frame, but I appreciate 18 would buy the company. 19 your answer. 19 20 A. No. 21 Q. During January and December, 12:09:12 12:10:47 That was discussed. 20 A. That -- that was discussed. 21 Q. It was discussed before he left Google, 12:10:54 22 Mr. Levandowski was still a Google employee, 22 right? 23 right -- or a Waymo employee? 23 A. That's -- that's correct. 24 24 Q. Okay. And that's the -- there's more 25 12:10:17 MS. DUNN: Form. Q. (By Mr. Verhoeven) One of the two. 12:09:20 25 specifics. But, generally, that's the structure Page 183 12:11:04 Page 185 47 (Pages 182 - 185) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 49 of 86 ATTORNEYS' EYES ONLY 1 that ended up -- that you ended up going with, 12:11:07 2 right? 3 MS. DUNN: Form. 4 THE DEPONENT: I don't know if the 5 structure that was talked about in January is where 12:11:12 6 we ultimately ended up. 7 My guess -- just my recollection -- is 8 that things changed pretty dramatically over those 9 three months in terms of what the structure of the 10 deal would look like and where we ultimately ended 12:11:23 11 up. 12 But, generally, acquiring a company that 13 he built was certainly on the table and certainly 14 something we were considering. 15 Q. (By Mr. Verhoeven) You were discussing 12:11:35 16 milestones that he would achieve before he left 17 Google, right? 18 A. I don't know the specific dates, so I 19 can't say for sure. 20 But, again, I think there were a broad 12:11:48 21 range of discussions in the January time frame. 22 Q. Okay. So they could have included 23 milestones? 24 A. I don't know for sure. I just don't 25 know. 12:12:01 1 stomping, close quote, on Google's IP? 12:14:25 2 MS. DUNN: Form. 3 THE DEPONENT: I mean, these aren't my 4 notes. 5 Q. (By Mr. Verhoeven) I know. 12:14:30 6 A. Right. So all I can say is that I was 7 always very adamant about making sure that none of 8 Google's IP ended up at Uber. 9 Q. Okay. You don't remember having this 10 discussion in December? 12:14:41 11 A. No. 12 Q. Okay. Now, turn to the same document, 13 Exhibit 336. 14 Do you see those control numbers at the 15 bottom there, on the bottom right? 12:14:55 16 A. Sorry. What do you want me to do right 17 now? 18 Q. Do you see those control numbers? 19 A. Yes. 60333. 20 Q. I'm going to use those to help you get to 12:15:02 21 the page. All right? 22 A. Yeah. 23 Q. So using those numbers, can you turn to 24 page 331. 25 A. Yeah. All right. 12:15:07 Page 186 1 2 (Discussion off the stenographic record.) 12:12:13 Q. (By Mr. Verhoeven) All right. Going 3 back to Exhibit 366, which you're looking at, same 4 page. 5 The last line says, quote, What about 12:13:23 6 Google's IP, worried about stomping on this, 7 question mark. 8 9 10 Do you see that? A. Yes, I do. Q. Again, this is -- these are notes that 12:13:34 11 Mr. Bares took in December of 2015. 12 Do you remember having a discussion about 13 Google's IP in connection with the Levandowski 14 transaction in or around this time? 15 MS. DUNN: Form. 16 THE DEPONENT: I mean, I remember 12:13:55 17 generally being pretty adamant about making sure 18 that none of Google's IP ended up at Uber. 19 Q. (By Mr. Verhoeven) And how did that 20 subject come up? 21 12:14:07 A. Like if you're talking to somebody who 22 works at a competitor, the topic naturally comes 23 up. I don't know specifically how it did. 24 Q. Do you remember why -- if it's true, do 25 you remember why Uber was, quote, worried about 12:14:22 Page 187 Page 188 1 Q. And the second horizontal green -12:15:16 2 A. Yeah. 3 Q. -- bar -4 A. Yeah. 5 Q. -- it says, "21 January meeting." 12:15:22 6 A. Yeah. 7 Q. Do you see that? 8 A. Yeah. 9 Q. And "TK" -- TK would be you, right? 10 A. Uh-huh. 12:15:28 11 Q. You have to say "yes" or "no." 12 A. Yes. Yes. 13 Q. And Emil, who is that? 14 A. At the time, my head of business 15 development. 12:15:34 16 Q. And Cam is who? 17 A. Works for Emil, head of corporate 18 development. 19 Q. And just tell me the name. 20 A. Sorry? 12:15:42 21 Q. Cam means -- the person's name. 22 A. Cameron? 23 Q. Yeah. 24 A. Yeah. 25 Q. Full name. 12:15:48 Page 189 48 (Pages 186 - 189) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 50 of 86 ATTORNEYS' EYES ONLY 1 A. Cameron Poetzscher. 2 Q. Okay. Same thing with Emil, what's Emil? 2 MR. CHATTERJEE: Form. 3 A. Emil Michael. 3 THE DEPONENT: I mean, anytime you're 4 Q. Okay. And then what is that? Is that 5 Bam? 6 12:15:49 1 you think that's being talked about here? 12:17:34 4 going to do -- if -- if you are going to do a deal, 12:16:03 5 you need to minimize the risk in doing any deal. What is -- what's your understanding of 6 12:17:46 Q. (By Mr. Verhoeven) Is it -- is it the 7 Bam? 7 risk that Uber would be sued by Google or Waymo? 8 8 MS. DUNN: Form. 9 THE DEPONENT: I don't know specifically 9 A. Brian McClendon. Q. And then it says, "No hold - on plane." 10 A. Okay. 12:16:11 10 on this. 11 Q. Do you remember a meeting in January 21st 11 12 with these gentlemen? 12 discussions in January about that? 13 A. Not specifically. 13 14 Q. Do you remember generally meeting in 15 January with them? 16 12:17:58 Q. (By Mr. Verhoeven) Did you have A. Anytime we do a transaction, we're going 14 to have that discussion, so I would say yes. 12:16:21 15 A. Yeah. I mean, sometime in that time Q. And "minimize pain," what is that in 12:18:13 16 reference to? 17 frame, sure. 17 MS. DUNN: Form. 18 18 THE DEPONENT: You know, I think a lot of Q. And discussion was the deal -- potential 19 deal with Mr. Levandowski? 19 times when you are minimizing risk, you come up 20 A. It may have been, yeah. 21 Q. This says, on the bottom line within this 12:16:34 20 with a lot of rules and processes and bureaucracy. 22 meeting -- 22 while also letting people who build things continue 23 A. Yeah. 23 to be builders. Otherwise, you're just -- you're 24 Q. -- quote, TK's advice on legal: Tell 25 them we are going to do it, ask how to minimize 12:18:21 21 And so you have to find a way to do the right thing 24 just going to get caught in bureaucracy and nobody 12:16:47 25 builds anything. Page 190 12:18:43 Page 192 1 risk, minimize pain. 12:16:51 1 Q. (By Mr. Verhoeven) As of January 21, you 12:18:44 2 A. Yeah. 2 had decided that you wanted to do the deal, right? 3 Q. Close quote. 3 MS. DUNN: Form. 4 A. Yeah. 4 MR. CHATTERJEE: Form. 5 Q. Did you say that during the meeting? 12:16:57 5 THE DEPONENT: I -- I can't say for sure. 12:18:49 6 A. I don't know. I could have. I don't 6 It -- it may have been that I was super interested 7 know. 7 in doing the deal. You know, this -- this could 8 Q. You don't have any reason to believe 8 have been like -- like a green light, Hey, we're -9 these notes are inaccurate, right? 9 we're interested in doing this, but we've got to 10 MS. DUNN: Form. 12:17:05 10 work through some legal stuff. 12:19:00 11 THE DEPONENT: I just don't -- I don't 11 So I don't know. 12 know. I didn't write them, but I'm not saying, Oh, 12 Q. (By Mr. Verhoeven) Well, setting this 13 I definitively didn't. I just don't remember. 13 down and just -14 Q. (By Mr. Verhoeven) You told the team 14 A. Yeah. 15 that, We are going to do this deal, and tell legal, 12:17:15 15 Q. -- thinking about your memory -12:19:05 16 We are going to do this deal -16 A. Yeah. 17 A. Uh-huh. 17 Q. -- in January -18 Q. -- period, and they needed to minimize 18 A. Yeah. 19 the risk and minimize the pain -19 Q. -- do you remember deciding, Hey, we want 20 MS. DUNN: Form. 12:17:26 20 to do this deal? 12:19:12 21 Q. (By Mr. Verhoeven) -- correct? 21 You don't have the structure yet. 22 MR. CHATTERJEE: Form. 22 A. Yeah. 23 THE DEPONENT: I don't know. That's 23 Q. We need to negotiate it, but I want to do 24 possible. 24 this deal. 25 Q. (By Mr. Verhoeven) What's the risk do 12:17:34 25 A. That feels right. 12:19:17 Page 191 Page 193 49 (Pages 190 - 193) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 51 of 86 ATTORNEYS' EYES ONLY 1 Q. Okay. All right. You can set that 12:19:19 2 aside. 3 MR. VERHOEVEN: Let's mark as Exhibit 367 4 another spreadsheet produced by Uber. 5 (Exhibit 367 was marked for 12:20:42 6 identification by the court reporter and is 7 attached hereto.) 8 THE DEPONENT: Would you like me to read 9 this whole document -10 Q. (By Mr. Verhoeven) No. 12:21:06 11 A. -- before questioning? 12 Q. No, sir. 13 I'll represent to you that this is 14 another document from John Bares. 15 A. Yeah. 12:21:12 16 Q. And you see on the right-hand side 17 there's page numbers? 18 A. Yeah. Yeah. 19 Q. Can you turn to page 40 -20 A. Yeah. 12:21:26 21 Q. -- which is Control No. -22 A. I got it. 23 Q. For the record, it's Control No. 60504. 24 Are you there? 25 A. Yeah. 12:21:43 1 A. It's possible. 12:22:47 2 Q. Okay. 3 A. It's possible. 4 Q. It says -- one, two, three -- four lines 5 down, quote, Lasers, data, advice, are the three 12:22:56 6 things. 7 Do you see that? 8 A. Yeah. 9 Q. What's that referring to, if you know? 10 MS. DUNN: Form. 12:23:07 11 THE DEPONENT: I don't know. I mean, you 12 should ask John. He would know. I don't -- I 13 don't know what this is. 14 Q. (By Mr. Verhoeven) Did Levandowski tell 15 you that the three things he brought to the table 12:23:17 16 were lasers, data, and advice? 17 A. No. 18 Q. The second-to-last line -- withdrawn. 19 Sticking with that quote I just gave you, 20 did you tell the folks at this meeting on 12:23:33 21 January 4th, 2016, that lasers, data, and advice, 22 are the three things? 23 A. I don't know. I still don't totally know 24 what it means. I know what lasers are. I know 25 what advice is. I don't know, necessarily, what 12:23:55 Page 194 1 Q. Okay. You see at the top, on the left, 12:21:43 Page 196 1 data is being referred to here. 12:23:57 2 it says, "TK, 4 January 2016." 2 Q. Okay. 3 A. Yeah. 3 A. I just don't know. 4 Q. And TK is -- is yourself, right? 4 Q. What are lasers? 5 A. I -- I didn't write this, but I would 5 A. Lasers are like a sensor that shoots 12:21:56 6 assume so. 7 8 9 10 12:24:02 6 beams into the world and gets a reflection back. Q. Yeah. 7 And AL would refer to Levandowski, right? A. Yeah. Q. It's a references to LiDAR, right? 8 MS. DUNN: Form. 9 Q. And if you look down below the AL, to the 12:22:08 10 THE DEPONENT: Yeah. Yeah. Probably. Q. (By Mr. Verhoeven) The second-to-last 11 rite of it, there's a number of sentences there. 11 line there says, quote, TK believes that lasers 12 Do you see those? 12 will be the longest pole, and we need access to 13 First one says, quote, TK met up with him 13 tech. And then it says, paren, "This part is" -- 14 over the weekend and is a big fan. 12:24:16 14 and, let's see -- "This part is easy," close paren. 15 A. Okay. 16 Q. Do you see that? 12:22:25 15 16 A. Yeah. Do you see that? 12:24:35 17 A. Yeah. 17 Q. Have you ever heard of something being 18 Q. Do you remember what that's referring to, 18 referred to as the longest pole? 19 meeting up with Mr. Levandowski over the weekend -- 19 A. Yeah. 20 A. I mean, I don't -- 20 Q. What does it -- what's your understanding 12:24:44 21 Q. -- in January? 21 of what that -- what that means when someone says 22 A. Yeah, I mean, I don't know specifics, but 22 that? 12:22:31 23 I don't do a deal until I'm a big fan of what -- 23 24 who somebody is and what they're doing. 24 if you don't -- like -- let me give you an example. 25 Q. You met up with -- with Mr. Levandowski? 12:22:42 25 Page 195 A. It means like it's going to -- like if -Like if it were a reference to, like, 12:24:56 Page 197 50 (Pages 194 - 197) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 52 of 86 ATTORNEYS' EYES ONLY 1 lasers being the longest pole, nobody, even today, 12:24:57 2 is making lasers -- LiDAR at scale. 3 If you're going to have a million cars on 4 the road, there's literally nobody on the planet 5 who's making enough lasers to put on these cars. 12:25:10 6 Q. Okay. 7 A. So you need to start working on something 8 like scale production of lasers or a vendor who 9 provides them at scale if you're going to get a 10 million cars. You could have software that works, 12:25:23 11 you could have all the cars, everything, but if you 12 don't have enough lasers to put on these cars, 13 these cars will not be able to drive themselves. 14 Q. So this sentence is basically saying, The 15 thing we need to work on the most is lasers and we 12:25:35 16 need that technology. 17 MS. DUNN: Form. 18 MR. CHATTERJEE: Form. 19 THE DEPONENT: Not exactly. 20 Q. (By Mr. Verhoeven) Okay. 21 A. Right. So it doesn't -- 22 Q. Use your words then. 23 A. Yeah, yeah. It doesn't mean that it's 12:25:43 24 the thing we need to work on the most, but it means 25 that if you don't -- if you don't have an effort to 1 start working on it, it could slow all the other 12:25:50 Page 198 12:25:55 1 necessarily for sure. There are other ways to 12:26:53 2 do -- to work on autonomous vehicles without 3 lasers. 4 Q. Okay. 5 A. But the general consensus in the 12:27:01 6 industry, that not everybody agrees with, but the 7 general consensus, most people would agree that 8 doing -- that having lasers is the easier way of 9 doing it. 10 Q. Okay. And -- and this sentence is 12:27:12 11 basically saying that, right? That lasers will be 12 the longest pole -- that's basically saying that 13 for -- for Uber lasers will be the longest pole, 14 right? 15 MS. DUNN: Form. 12:27:31 16 THE DEPONENT: I don't think it's just 17 for Uber; I think it's for anybody in the autonomy 18 space. 19 Q. (By Mr. Verhoeven) Okay. And then it 20 says, "And we need access to tech. This part is 12:27:37 21 easy." 22 Do you see that? 23 A. Yeah. 24 Q. What's that a reference to? 25 A. I mean, I -- I can't say for sure. 12:27:45 Page 200 1 Q. Well, let me ask you -- 2 efforts down. 2 A. Yeah. 3 3 Q. -- were you referring to Mr. Levandowski Like, you know, how to put it, it's like 4 you could have a car fully built, like a new Tesla, 5 all the whiz, bam, awesome things that are on it, 12:27:51 4 in connection with that statement, "We need access 12:26:10 5 to tech"? 12:27:57 6 but if it didn't have tires, like if you couldn't 6 MS. DUNN: Form. 7 get tires on the car, that would be your longest 7 THE DEPONENT: Well, I mean, at this time 8 pole. 8 we're looking at a bunch of different vendors of 9 10 Q. I see. 9 laser technology. A. It doesn't necessarily mean that you're 12:26:23 10 So there's -- there's like -- there's a 12:28:05 11 going to spend all your time making tires, it may 11 company called Quanergy. There's a company called 12 even be the tires are easy. But if you don't have 12 Velodyne. There's a company called Luminar. 13 tires, your Tesla is going nowhere. And it's kind 13 14 of like that. 14 to those lasers is super important, somebody who 15 Q. Okay. So using that anal- -- using that 12:26:35 We're looking at that, and getting access 15 knows those vendors, knows the products that they 16 explanation -- 16 have, and what's possible, what's not. 17 A. Yeah. 17 18 Q. -- this sentence is saying, If you don't 18 not? How does scale manufacturing of lasers work? Are they scaling their manufacturing or 19 have lasers, then you're not going to be able to -- 19 20 to have the AV vehicle. 20 know -- I don't know exactly what this means, but 12:26:45 Like that's super important. So I don't 21 MR. CHATTERJEE: Form. 21 it could be something like that. 22 THE DEPONENT: That -- that is for sure, 22 12:28:37 Q. (By Mr. Verhoeven) Well, it looks like 23 yeah. 23 this is saying, in this meeting that you're in, 24 Q. (By Mr. Verhoeven) And -- 24 that you stated, in connection with your 25 A. Well, it's not -- excuse me. It's not 12:26:50 12:28:23 25 discussions with Mr. Levandowski, that, We need Page 199 12:28:48 Page 201 51 (Pages 198 - 201) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 53 of 86 ATTORNEYS' EYES ONLY 1 access to this LiDAR technology. 2 3 12:28:52 MS. DUNN: Form. Q. (By Mr. Verhoeven) Is that a fair 4 reading of this document? 5 MR. CHATTERJEE: Form. 6 MS. DUNN: Form. 12:29:01 7 THE DEPONENT: I mean, you should ask 8 John Bares. 9 My -- my statement is -- or, sorry, my 10 explanation is simply that Uber didn't -- we didn't 12:29:04 11 know much about lasers, to be honest. We knew a 12 little bit. We had some people who knew it, but 13 certainly at the leadership level, we felt like we 14 needed more expertise in this. 15 And, again, understanding who the vendors 12:29:21 16 were, who's making what, who's got a chance to 17 scale manufacturing, who doesn't, should we make it 18 ourselves, like all those questions are things that 19 we were only just beginning to learn how to answer. 20 And getting people who knew that space well is 12:29:37 21 super important. 22 Q. (By Ms. Dunn) Why would you have said, 23 just so I understand -- I understand you don't 24 remember specifics -25 A. Yeah. 12:29:48 1 A. No, not exactly. I -- you know, I'm 12:30:43 2 trying to guess what I'm -- what -- what -- how I 3 think about these things to help you understand 4 these notes maybe. But I think John took these 5 notes, and I'm doing the best I can. 12:30:55 6 Q. I understand. 7 You don't have any reason to believe that 8 these notes are inaccurate, do you? 9 A. I'm sure there's inaccuracies in here. I 10 just -- I -- I can't say specifically. 12:31:08 11 Q. Do you see any inaccuracies over the 12 stuff we just went over? 13 MR. CHATTERJEE: Form. 14 MS. DUNN: Form. 15 THE DEPONENT: I just -- I -- I -- I 12:31:15 16 don't know. I don't know. I don't understand what 17 all that means, so it's hard to know what's 18 inaccurate. 19 Q. (By Ms. Dunn) But you don't see anything 20 that you know is inaccurate looking at it right 12:31:26 21 now? 22 MR. CHATTERJEE: Form. 23 MS. DUNN: Form. 24 THE DEPONENT: My understanding of this 25 document is inaccurate, but I just don't know 12:31:33 Page 202 1 Q. -- so I'm just going to ask you, why 12:29:48 2 would you have said in January of 2006 that -3 A. '16. 4 Q. '16. Thank you. 5 -- that laser, that -- referring to 12:29:58 6 lasers -7 A. Yeah. 8 Q. -- that, quote, This part is easy? Close 9 quote. 10 MS. DUNN: Form. 12:30:06 11 MR. CHATTERJEE: Join. 12 THE DEPONENT: Well, it maybe -- I mean, 13 again, access to tech -- like, again, if you're 14 talking to Quanergy and Luminar and these things, 15 and they're vendors, and you need to assess whether 12:30:17 16 those things work or not, that's not -- that's -- a 17 lot harder would be not using lasers. That would 18 be a lot harder. 19 Q. (By Ms. Dunn) Okay. So you don't think 20 he's referring to the access to the tech? 21 12:30:31 A. Well, I just don't know -- again, I -- I 22 think you need to ask John what exactly he means by 23 this. 24 Q. You don't remember saying that at this 25 meeting? 12:30:41 Page 204 1 enough. 12:31:35 2 Q. (By Ms. Dunn) Just for the record -3 A. Yeah. 4 Q. -- is there anything in this area of the 5 page, which is page 40, and the reference to the 12:31:4 6 January 4th, 2016, meeting down to -- from the top 7 down to the last row before TRB panel -- do you see 8 that section? 9 A. Yeah, yeah. 10 Q. In that section, is there anything in 12:32:09 11 there that's stated that is inaccurate, to your 12 knowledge? 13 MS. DUNN: Form. 14 THE DEPONENT: Look, when I look at this 15 overall page, there are inaccuracies on here. 12:32:18 16 Q. (By Ms. Dunn) What's inaccurate? 17 A. "Assume TK is working for me." 18 Q. Okay. 19 A. I promise you, I did not work for 20 John Bares. 12:32:29 21 Q. Where is that? 22 A. That's on the second line after "Org 23 ideas." 24 Like I -- I am absolutely certain I never 25 worked for John Bares. 12:32:38 Page 203 Page 205 52 (Pages 202 - 205) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 54 of 86 ATTORNEYS' EYES ONLY 1 Q. Okay. I was asking you about a different 12:32:39 1 A. It's a -- is an internal subsidiary, but 2 part of the page. 2 valued separately for some period. 3 3 Did you understand that my question was 4 directed from the top of the page down to above -- Q. Newco is referring to the company that in 4 the future would be what Anthony Levandowski 5 immediately above where it says, "TRB panel"? 6 12:32:53 A. No. 5 created, correct? 12:37:49 6 A. That's fair. It was like a project name. Q. Okay. And what is this -- what's your 7 Q. Do you see that? 7 8 A. Yeah. Yeah, I see that. 8 understanding of what this is summarizing? 9 Q. In that section of the page -- 9 10 A. I see. 11 Q. -- is there anything there that you are 12:37:32 12:33:03 A. I don't know. I have to read the whole 10 thing. Let me see. 11 12:38:03 Q. Let me just ask you a question and see if 12 reading now or you see now that is inaccurate? 12 you can answer it. 13 MS. DUNN: Form. 13 A. Okay. 14 MR. CHATTERJEE: Form. 14 Q. Is this summarizing a potential deal with 15 THE DEPONENT: I don't understand what 12:33:20 15 Mr. Levandowski in which he would form a company 16 each line says. 16 and it would be bought by Uber? 17 17 Q. (By Ms. Dunn) No, I'm just asking if 18 something stands out as being inaccurate. A. I'm not sure who got -- I'm just working 18 through it here. 19 MS. DUNN: Form. 20 THE DEPONENT: I can't find anything -- 21 MR. CHATTERJEE: Form. 21 22 THE DEPONENT: -- that I do understand 22 Q. Okay. 23 that is inaccurate. 23 A. But I haven't read the whole document, 24 Q. (By Mr. Verhoeven) Okay. Thank you. 24 but it appears to be true, that it appears to be an 25 A. But I promise you, I didn't work for 1 John. 2 3 19 12:33:26 It looks like it's something along those 20 lines. 12:39:01 So I would say it appears to be. 12:33:34 25 accurate description. Page 206 12:33:36 1 (Discussion off the stenographic record.) 12:39:13 Page 208 Q. Okay. Do you remember discussing a deal 12:39:14 2 structure in or around January 5th with folks at Q. (By Ms. Dunn) Direct your attention, in 3 Uber for a potential deal with Mr. Levandowski in 4 the same document, to -- and this is Exhibit 367, 4 which he would first form a company and then later 5 direct your attention to page 46. 5 Uber would buy that company? 12:35:11 12:39:34 6 A. Okay. 6 MS. DUNN: Form. 7 Q. I'm self-editing myself, so I'm not going 7 MR. CHATTERJEE: Form. 8 to ask you any more questions about this document. 8 THE DEPONENT: I mean, certainly in 9 9 January we had discussions about some kind of -- 10 12:38:35 A. Okay. MR. VERHOEVEN: Let's mark as 12:36:42 10 like the different structures we could potentially 11 Exhibit 368, an email from Cameron -- 11 go into in acquiring a company. 12 12 Q. (By Mr. Verhoeven) How do you pronounce 12:39:45 Q. (By Mr. Verhoeven) Why would it make any 13 her last name? 13 sense to do a structure where you agree that first 14 14 Mr. Levandowski and his team would form a company 15 A. Poetzscher. MR. VERHOEVEN: -- Poetzscher to several 12:36:54 15 and then later Uber would buy that company versus 16 people, including Travis Kalanick, dated 16 just hiring Mr. Levandowski and -- and his team? 17 January 5th, 2016. 17 MR. CHATTERJEE: Form. 18 18 MS. DUNN: Form. 19 identification by the court reporter and is 19 THE DEPONENT: I mean, you would have 20 attached hereto.) 20 to -- I think there's a couple of reasons. 21 (Exhibit 368 was marked for 12:37:09 Q. (By Mr. Verhoeven) This is an email from 21 22 with some kind of -- some kind of structure to 23 A. Yeah. Yes. 23 bring those employees in if you wanted to. 24 Q. And what is Newco that's referred to 24 12:37:29 12:40:24 One is you -- you would have to come up 22 Cameron to you and some other people, correct? 25 there? 12:40:07 And if you didn't -- if they didn't -- 25 if -- if there are a group of people who wanted to Page 207 12:40:46 Page 209 53 (Pages 206 - 209) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 55 of 86 ATTORNEYS' EYES ONLY 1 come across, but they wanted to prevent us from 12:40:49 1 that didn't really happen like this, but that's 2 hiring each individual, I could imagine wanting to 2 fine. 3 structure a company they were all a part of, and 3 4 then requiring us to buy that structure in order to 4 referring to this document, Exhibit 368, was 5 get all of them. 6 12:41:02 12:43:06 Q. Well, I guess my question was this, 5 discussed in January not -- not eventually, but in So it was almost like -- kind of 7 collective bargaining almost. 7 8 8 ended -- we didn't end up with this structure. So Q. (By Mr. Verhoeven) Who -- who would want 9 to prevent you from hiring the people directly? I 10 didn't understand. 11 12:43:23 6 January in 2016. A. Yeah, but this is not the structure we 9 this was like an option, but it doesn't seem like 12:41:11 10 we ended up with something that looked like this. A. So let's say -- let's say there was a 11 Q. I understand that. 12 group -- let's say hypothetically you had a group 12 A. Okay. 13 of 20 people who wanted to go start something 13 Q. Sorry. I'm just asking you, in January 14 together, but they were getting persuaded or 12:43:35 14 of 2016, does this look like what was being 15 convinced, like, hey maybe they should start that 12:41:23 15 discussed, referring to the exhibit? 16 something or build that something with a 16 17 partnership with somebody else. 17 yeah. 18 Q. Okay. 18 19 A. Those folks might be really, really 19 document, do we need a break? 20 worried about us talking to each of the individuals 12:41:34 12:43:44 A. Well, I mean, the email was sent, so MR. VERHOEVEN: Before we do another 20 THE DEPONENT: Yes. 21 and getting a far better deal for us by picking 21 MR. VERHOEVEN: All right. Let's go off 22 them off one a time versus being forced to do the 22 the record. 23 whole thing at once. Right? 23 24 24 record. The time is 12:43. Q. Did Mr. Levandowski, was he pushing this 25 structure? Do you remember? 12:41:55 25 12:44:00 THE VIDEOGRAPHER: Okay. Going off the (Recess taken.) 12:44:28 Page 210 1 MR. CHATTERJEE: Form. 2 THE DEPONENT: I mean, generally, he was 12:41:59 THE VIDEOGRAPHER: This marks the 4 time is 1:21. Q. (By Mr. Verhoeven) And what did he say 12:42:08 6 to you about that? 5 (Exhibit 369 was marked for 01:21:23 6 identification by the court reporter and is A. He said, I'm going to start a company. 7 attached hereto.) 8 It's going to be a trucking company. 8 9 9 Exhibit 369 an email from Cameron Poetzscher? I mean, eventually, he got there. He had 10 a lot of different options at the beginning, a lot 12:42:17 10 MR. VERHOEVEN: I would like to mark as A. Poetzscher. 01:21:35 11 of different areas he was exploring. 11 Q. Poetzscher? 12 And if you want -- if you want access to 12 A. Yeah. 13 this kind of talent, you're going to have to buy 13 Q. To -- Mr. Kalanick and some other folks, 14 the whole thing. Kind of all or nothing. 14 January 9th, 2016. What is "Project Dollar Sign"? 15 15 A. I think that's referring to this project. 16 that -- 16 Q. Why was it called Project Dollar Sign? 17 A. Yeah. 17 A. Because I -- I started calling this -- I 18 Q. -- this was discussed in or around 18 started talking about Uber super-duper. Q. And this was -- is it your recollection 12:42:33 19 January 5th of 2016 with him? 20 A. I mean, this sort of describes a 01:21:15 3 Travis Kalanick. Going back on the record. The 4 situation where we hired individuals. 7 1 2 beginning of DVD No. 3 in the deposition of 3 not -- he was not okay or in any way tolerant of a 5 Page 212 12:42:41 01:22:13 19 Q. Uber super-duper? 20 A. Uber super-duper, which was U.S.D., and 21 structure that we would acquire, but it's -- 21 dollar sign just seemed like a more fun way of 22 it's -- it's -- it doesn't look like where we 22 doing it. 23 ultimately ended up. 23 Q. And why did you call it Uber super-duper? 24 24 A. I don't know. So I don't know -- I mean, I think things 25 changed over time, but this is one potential thing 12:42:57 25 Page 211 Q. You thought it was a super-duper deal? 01:22:37 01:22:49 Page 213 54 (Pages 210 - 213) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 56 of 86 ATTORNEYS' EYES ONLY 1 A. Yeah, I just -- you know, I'm always 01:22:51 2 having fun. 3 Q. Okay. This is an email that you received 4 on January 9th, 2016, correct? 5 A. Yeah. Yeah, I think so. Yeah. 6 Q. And it states, "He came back to us with 01:23:01 7 proposed milestones yesterday. See attached." 8 9 10 Do you see that? A. Yeah. Q. And below that email, it's -- it's in 01:23:16 11 response to an earlier email from yourself, 12 correct? 13 A. Yeah. 14 Q. And that's dated same day; it's 15 January 9th, 2016? 01:23:25 16 A. Yeah. 17 Q. And you sent that email, correct? 18 A. Looks like it, yes. 19 Q. Do you remember discussing milestones -- 20 negotiating milestones with Mr. Levandowski in 01:23:37 21 January -- in or about January 9 of 2017? 22 A. I know people were talking about 23 different structures, and milestones was certainly 24 one of them. And I wasn't involved in the details 25 on this, but certainly, it looks like, being kept 01:23:54 Page 214 1 it is. I am not sure. 01:25:18 2 Q. (By Mr. Verhoeven) Do you -- they refer 3 to compensation, right? 4 A. Again, I don't know. I just don't -- I 5 don't know. 01:25:29 6 Q. Well, setting down the document, was it 7 your understanding -- you -- you remember a 8 discussion of milestones, right? 9 A. Yes. 10 Q. And you remember that the milestones 01:25:4 11 would be associated with the compensation as part 12 of the deal, right? 13 A. Yes. 14 Q. Okay. 15 A. Yes. 01:25:51 16 Q. So you don't have any reason to believe 17 those percentages aren't associated with the 18 compensation, right? 19 MS. DUNN: Form. 20 MR. CHATTERJEE: Form. 01:25:59 21 THE DEPONENT: I -- I don't know 22 what they -- what they refer to. They -- they 23 could very well refer to that. 24 Q. (By Mr. Verhoeven) Okay. You can set 25 that document aside. 01:26:20 Page 216 1 A. Okay. 01:26:22 2 MR. VERHOEVEN: I would like to mark as 2 Q. And if you turn to the next -- the back 3 Exhibit 370 an email string bearing Control Numbers 3 page that has the list of draft milestones. 4 60147 through 156. 4 Do you see that? 5 (Exhibit 370 was marked for 01:26:50 5 A. Yeah. 01:24:07 6 identification by the court reporter and is 6 Q. Is that what it looks like to you? 7 attached hereto.) 7 MR. CHATTERJEE: Form. 8 Q. (By Mr. Verhoeven) Mr. Kalanick, I don't 8 THE DEPONENT: Yeah. It looks like 9 want you to read this whole thing -9 different types of milestones. 10 A. Okay. 01:27:07 10 Q. (By Mr. Verhoeven) Well, this was sent 01:24:30 11 Q. -- but feel free to familiarize yourself 11 to you in January, right? 12 with the string. I am going to have a question on 12 A. Yeah. Yes. 13 the page that bears Control Number 150? 13 Q. And at this time, Mr. Levandowski was 14 A. Okay. Okay. 14 still a Google employee, right? 15 Q. And there's an email from 01:27:29 15 A. Yeah, I believe so. 01:24:42 16 Cameron Poetzscher to Emil Michael, and you are 16 Q. And this was contemplating an acquisition 17 cc'd on it. It is dated January 20th, 2016. 17 of a company to be formed in the future, correct? 18 Do you see that? 18 A. I think so, yeah. 19 A. Yeah. I think it's from Emil to Cameron. 19 Q. And then these are milestones that Q. I'm directing you just to the bottom. 01:27:49 20 Mr. Levandowski and his group would need to achieve 01:25:00 20 21 A. Oh, I see. Sorry. I missed that. Yeah. 21 in order to get the percentage compensations listed 22 Q. You see that one? 22 on the right, correct? 23 A. Yeah. 23 MS. DUNN: Form. 24 Q. Go ahead and read that to yourself, the 24 THE DEPONENT: Yeah, I don't know what 25 text. 01:28:00 25 the percents are on the right. That might be what 01:25:15 1 abreast of it. 01:24:01 Page 215 Page 217 55 (Pages 214 - 217) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 57 of 86 ATTORNEYS' EYES ONLY 1 A. Okay. 01:28:21 2 Q. There's another paragraph to it, but... 3 A. Oh. 4 Q. Okay. Going back to the first paragraph 5 on May 25 -- this -- sticking with this email -01:28:39 6 A. Uh-huh. 7 Q. -- do you see where it says ? 8 A. Yeah. 9 Q. That's 10 A. Yeah. 01:28:48 11 Q. What -- what is your under- -- well, you 12 were involved -- I take it you were involved in 13 this discussion with your management team about 14 negotiating the financial terms of the deal with 15 Mr. Levandowski? 01:29:02 16 A. Yeah, that's true. 17 Q. Okay. Can you tell me what this 18 is in reference to? 19 A. I don't know. I don't know for sure. 20 It's -01:29:13 21 Q. 22 23 A. 24 Q. Yeah. So you interpret this 25 01:29:26 1 the deal? 01:30:35 2 A. I don't remember specifically. 3 Q. Okay. Would you agree that 4 at this time, would be a lot of money for 5 25 people? 01:30:47 6 MS. DUNN: Form. 7 THE DEPONENT: Well, I think it's very 8 much dependent upon how that compensation is 9 structured. 10 Q. (By Mr. Verhoeven) Okay. But -- all 01:31:02 11 right. That's a fair -- I will move on. 12 You can go to a new exhibit -13 A. What's that? 14 Q. You can put that aside. 15 A. Okay. 01:31:16 16 MR. VERHOEVEN: Let's mark as Exhibit 371 17 an email string bearing Control Numbers 60665 -18 Uber 60665 through 676. 19 (Exhibit 371 was marked for 20 identification by the court reporter and is 21 attached hereto.) 22 Q. (By Mr. Verhoeven) Now, this is a long 23 string. Feel free to familiarize yourself with it 24 to the extent you need to. 25 My question -- my first question concerns 01:32:21 Page 218 1 01:29:29 2 Q. And that's the way you were negotiating 1 the email on page 665 through 666, on the bottom of 01:32:27 2 665, from Cameron, where it says, 3 with Mr. Levandowski at this time? 4 Page 220 3 "Cameron Poetzscher wrote..."? A. It -- yeah, probably. I mean, I -- I -- 5 my understanding, we ended up different than what 01:29:38 6 this is sort of contemplating. But that appears to 4 A. Yeah. Okay. What about it? 5 Q. If you go to the end, it says, "Jeff, I 01:32:53 6 think we need to do some quick work on per capita 7 be what's going on here. 7 equity for these guys versus other recent hires to 8 8 show them their math is wrong on not getting a Q. And then if you look up to the top email 9 sufficient premium to off-the-street folks." 9 on page 150, that's an email from Emil Michael to 10 Cameron Poetzscher, and cc'ing yourself, correct? 01:29:54 10 Do you see that? 01:33:15 11 A. Yeah. 11 A. Uh-huh. 12 Q. And Emil says, "But that's" -- all caps 12 Q. That's referring to -- where it says 13 -- "a LOT of money for 25 people. A lot." 13 "them," that's referring to Mr. Levandowski and his 14 14 team? Do you see that? 15 A. Yeah. Yeah. 16 Q. Do you remember having any discussions 01:30:08 15 A. Yeah. I mean, that seems about right. 16 Q. And they were demanding a premium over 17 with Mr. Michael about this payment and whether it 17 people you could just buy in the industry? 18 was too much? 18 MS. DUNN: Form. 19 19 THE DEPONENT: I think there's a A. I don't remember specific conversations, 20 but I think also it -- it may have been a 01:30:18 01:33:28 20 difference between when you just hire individuals 21 misunderstanding of the structure of the deal 21 that come in through resumes, your job Website, 22 itself, due to a -- a misunderstanding of the 22 versus a group of people who have worked together, 23 structure of the deal. 23 you know. 24 24 Q. Did you have a discussion with 25 Mr. Michael about any misunderstanding he had of 01:33:39 Q. (By Mr. Verhoeven) What extra value does 01:30:32 25 that give you? Page 219 01:33:54 Page 221 56 (Pages 218 - 221) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 58 of 86 ATTORNEYS' EYES ONLY 1 A. It means you can -- you get a team of 01:33:56 2 people that work together, you are going to -- you 3 are going to -- you are going to move faster. You 4 are going to be able to build and innovate faster 5 than you otherwise would. 01:34:10 6 Q. And why is that? 7 A. Like, if you take somebody in, and they 8 are used to working one way, they put on a team 9 that's used to working another way. Everybody has 10 to get to know each other. It just takes a lot of 01:34:24 11 time to get people gelling as a team. 12 Q. Did you have any discussions with 13 Mr. Levandowski or his team concerning his request 14 for premium over off-the-street folks? 15 MS. DUNN: Form. 01:34:43 16 THE DEPONENT: I mean, this whole deal 17 was about a premium over off-the-street folks. I 18 mean, the whole deal was about how do -- how does 19 Uber bring on a large group -- as large as possible 20 group of people that are super talented in the 01:34:58 21 space -- in a space that is, you know, getting more 22 and more interest from more and more big tech 23 companies, where talent -- there's not a lot of 24 talent that -- that has the experience in the 25 space. 01:35:14 1 would do things that were dumb and make mistakes; 3 that's not the way you want to go; you want to go 4 somewhere else, right? 5 MS. DUNN: Objection to form. 6 THE DEPONENT: The toy manufacturer would So we felt that it was important to move 01:35:16 2 fast on talent and that that was worth a premium. 3 Q. (By Mr. Verhoeven) They knew what to do 4 and what not to do? 5 MR. CHATTERJEE: Form. 01:35:26 6 MS. DUNN: Form. 7 THE DEPONENT: I mean, look, if I were -- 8 if I were in the car manufacturing business, I 9 would do better for myself to hire people who are 10 in the car manufacturing business versus somebody 01:35:43 11 who builds toys for kids. 12 Right? 13 Q. (By Mr. Verhoeven) Right. 14 A. Because they know they have experience 15 doing the things that they are going to be doing. 01:35:52 16 And that's typically how hiring works. 17 Q. They would know how to proceed; whereas, 18 the person that was the toy manufacturer, I think 19 you said, would not, correct? 20 A. Yeah. They just have -- 01:36:06 21 MR. CHATTERJEE: Form. 22 MS. DUNN: Objection to form. 23 THE DEPONENT: Sorry. Yeah, they have 24 experience in that space. And that's important. 25 Q. (By Mr. Verhoeven) The toy manufacturer 01:36:14 Page 223 01:36:24 7 have to do a lot of research, understanding sort of 8 industry-known techniques for building cars; 9 whereas, the person who is already in the 10 car-building industry already knows those basics. 11 01:36:38 Q. (By Mr. Verhoeven) But, here, we are 12 talking about folks in the AV tech industry versus 13 folks in the AV tech industry, right? 14 MR. CHATTERJEE: Form. 15 MS. DUNN: Objection to form. 16 THE DEPONENT: I don't know if that's 01:36:55 17 clear; but, certainly, getting a team of people 18 together that's worked -- that's some of the best 19 experts in the world, and get them on board, 20 working as a team as quickly as possible, is 01:37:09 21 incredibly valuable. 22 I mean, you look at the deals that were 23 going on at this time. You have, like a cruise 24 deal that was in, like, the billion-dollar range. 25 You have companies like Amazon, Apple, others sort Page 222 1 01:36:15 2 whereas, the person with experience would know 01:37:19 Page 224 1 of sniffing around, bringing on talent at, like, 01:37:23 2 exorbitant rates. 3 And to be honest, if you just look at any 4 scan of AV acquisitions or machine learning or 5 other types that are related, the kinds of 01:37:38 6 acquisitions and the kind of premium that the 7 talent is getting right now, it's not really 8 disputable that that's just normal. 9 Q. (By Mr. Verhoeven) Why are they getting 10 such a premium? 01:37:50 11 A. Because they are in high demand. 12 Q. Well, that begs the question: Why are 13 they in high demand? 14 A. What's that? 15 Q. Why are they in high demand? 01:37:59 16 A. Because, like, there are only so many 17 people who are really good at machine learning as 18 it relates to perception software, and there's a 19 lot more demand for those people than there is 20 people that can do it. And so the price goes up. 01:38:18 21 Q. Did Mr. Levandowski's group offer a 22 better -- higher value to you than some other group 23 in the AV industry? 24 MS. DUNN: Form. 25 MR. CHATTERJEE: Form. 01:38:30 Page 225 57 (Pages 222 - 225) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 59 of 86 ATTORNEYS' EYES ONLY 1 THE DEPONENT: I mean, this was just a 01:38:32 1 string of emails. So if you need to, feel free to 2 high-quality team. 2 review it to get context. I am not going to ask 3 3 you about the whole thing. Q. (By Mr. Verhoeven) Well, you thought it 4 was the highest quality around, right? 5 A. I think that -- so at that -- yeah, at 01:38:43 6 the time, I was -- I was convinced that Anthony was 4 A. But you want to -- should I read it? 5 Q. No. I'm just letting you know, if you 7 one of the best minds in the world in autonomy. 7 beginning with the strings. 8 A. Okay. Just give me a second. 9 Q. Just for your information, it is on 9 Q. Direct your attention to page -- with the 01:39:02 10 page 3620. 11 question about the top email -- 11 12 A. Uh-huh. 12 through this. 13 Q. -- from Jeff Holden. 13 14 Do you see that? A. Yeah. Yeah. 01:39:20 16 Q. And he says, "Travis' guidance on this 15 01:42:17 A. Okay. Just give me a second to read MS. DUNN: Take the time you need. 14 15 01:41:52 6 want to. It said this with all of the emails, 8 And I still think that is probably the case. 10 Control Number 668. And I want to ask you a 01:41:41 THE DEPONENT: Okay. Q. (By Mr. Verhoeven) Direct your attention 01:44:02 16 to the page bearing 3620? 17 was to move as fast as possible and to try to get 17 A. Yup. 18 the definitive docs signed by a few days after he's 18 Q. At the bottom, there's an email from 19 back if the office." 19 Cameron Poetzscher, dated January 27th, in which 20 A. Yeah. 21 Q. Do you remember pushing to get the deal 01:39:36 20 you are cc'd. 21 01:44:18 Do you see that? 22 done as fast as possible? 22 A. Yes. 23 A. I do that with every deal. 23 Q. And it says, "We have a tentative deal 24 Q. So -- so do you remember it? 24 with respect to Newco." 25 A. No, but that doesn't surprise me. 01:39:50 25 Do you see that? 01:44:27 Page 226 1 Q. Okay. And why would you want to have the 01:39:53 Page 228 1 A. Oh, yeah. Yeah, I see that. 2 deal done as fast as possible? 2 Q. And that's a reference -- Newco is a 3 3 reference to the Anthony Levandowski structure, A. Deals don't happen when you take too much 01:44:28 4 right? 4 time. 5 Q. Why? 6 7 01:40:05 5 MS. DUNN: Form. 01:44:38 A. I don't know. It's just a human thing. 6 THE DEPONENT: I think we just called -- Q. What happens to break them down if they 7 we just called the deal Newco. 8 take too long? 8 9 9 reference to the deal with Anthony Levandowski? MS. DUNN: Form. 10 MR. CHATTERJEE: Form. 01:40:32 11 THE DEPONENT: They maybe get an offer 10 A. Yeah. 11 Q. Okay. And at the bottom, it says, 12 from another -- from another company that's 12 13 interested in them. Maybe they lose interest in 13 14 working with you. Maybe they think that you are 14 15 not interested. I mean, it could be a whole host 01:40:39 Q. (By Mr. Verhoeven) Okay. So it's a Do you see that? 15 A. Yeah. 16 of reasons. 16 Q. So what -- that's referring to 17 17 Q. (By Mr. Verhoeven) You can put that 18 exhibit away. 18 A. Yeah. 19 19 Q. MR. VERHOEVEN: I would like to mark as 20 Exhibit 372 an email string bearing Control Numbers 21 Uber 63618 to 622. 22 (Exhibit 372 was marked for 01:41:08 01:45:10 21 22 A. I think it's that; plus, they need to hit 23 milestones. 24 attached hereto.) 24 Q. (By Mr. Verhoeven) Again, this is a 01:44:58 20 23 identification by the court reporter and is 25 01:44:45 Q. Okay. At this point, the milestones are 01:41:41 25 agreed, according to this document, correct? Page 227 01:45:23 Page 229 58 (Pages 226 - 229) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 60 of 86 ATTORNEYS' EYES ONLY 1 A. That's what it appears to be. 01:45:26 2 Q. Okay. It says, "As part of the deal, 3 Levandowski wants to report directly to you." 4 Do you see that sentence? 5 A. Yeah. 01:45:36 6 Q. It's right above the milestone sentence? 7 A. Yeah, I see it. 8 Q. What is your understanding of what his 9 reasons were for that? 10 A. Everybody wants to report to me. 01:45:44 11 Q. Just that he would have access to you; is 12 that your understanding? 13 A. Yeah. It's one of the hardest parts of 14 my job, is convincing people not to work for me. 15 Q. Okay. If you look at the last 01:45:55 16 paragraph of this email? 17 A. Mm-hm. Yeah. 18 Q. It says, "We should not let Salesky know 19 anything further about this," and then it goes on. 20 Do you see that? 01:46:09 21 A. Yeah, Salesky. 22 Q. Who is Salesky? 23 A. He -- he has his own autonomy start-up at 24 this point. He used to work -25 Q. What's -- what's his name, first name? 01:46:22 1 talking to us about working with us or talking to 01:47:40 2 us and then going back to Google and telling him -3 telling them everything that he learned by talking 4 to us. 5 Q. (By Mr. Verhoeven) And you didn't want 01:47:51 6 him to do that? 7 A. No. 8 Q. Why not? 9 A. Because we try to keep our -- what we do 10 confidential. 11 01:47:58 Q. Was one reason that you didn't want him 12 to do that because you were -- you thought Google 13 might object or take action? 14 MS. DUNN: Form. 15 MR. CHATTERJEE: Form. 16 THE DEPONENT: You know, look, if we are 01:48:11 17 talking to a bunch of employees of Google about 18 coming over to Uber, you don't go over to Google 19 and say, hey, I'm talking to your employees. 20 Right? 01:48:25 21 Q. (By Mr. Verhoeven) Fair enough. 22 A. It's just a normal thing. 23 Q. But the reason you don't do that is 24 because they would get upset, correct? 25 MS. DUNN: Form. 01:48:33 Page 230 1 A. I don't remember. He's always been 01:46:23 Page 232 1 THE DEPONENT: Yeah. Either they get 01:48:33 2 referred to as Salesky. I've never met him in 2 upset, or they get -- they find ways to retain 3 person. 3 those people versus them moving to another company. 4 4 Q. Okay. 5 A. But he has his own autonomy start-up. He 01:46:30 6 used to work for Google. Q. (By Mr. Verhoeven) And at the bottom, it 5 says, "I am quite worried about what he may say to 6 Larry." 7 Q. I see. 7 8 A. Yeah. And he was talking -- there were 8 9 9 some conversations, if I understand -- I never met 10 him -- but there were some conversations between 01:46:46 10 Do you see that? A. Yeah, I do. Q. That's a reference to Larry Page? A. Likely. 11 him and our team around the same time. 11 Q. You can put that one away. 12 Q. And then -- 12 A. Okay. 13 A. Lots of people were looking to leave 13 01:48:55 MR. VERHOEVEN: Let's mark as Exhibit 373 14 Google at this time. And most of their top people 14 an email dated January 26th, 2016 from 15 were leaving. 15 Cameron Poetzscher to Travis Kalanick. 16 01:48:46 01:47:02 16 Q. And what is your understanding of why -- 17 if you have one, why Cameron is saying that Uber 17 identification by the court reporter and is 18 shouldn't let him know anything about this deal? 18 attached hereto.) 19 MS. DUNN: Form. 19 20 THE DEPONENT: Because Salesky was -- my 01:47:16 Q. (By Mr. Verhoeven) This is an email from 20 Cameron to you, dated January 28th, 2016, correct? 21 understanding -- again, I've never met him, but my 21 22 understanding of the meetings they had with him, 22 Q. And the subject is Newco? 23 you could never quite trust him. 23 A. Yes. 24 24 Q. And it is -- it says, "Did you tell And so he was talking to us about working 25 with us in some way. We weren't sure if he was 01:49:19 (Exhibit 373 was marked for 01:49:50 A. Looks like it, yes. 01:47:35 25 Anthony that you would indemnify them if they get Page 231 01:50:03 Page 233 59 (Pages 230 - 233) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 61 of 86 ATTORNEYS' EYES ONLY 1 sued by G as part of or after the deal?" 2 3 01:50:07 Do you see that? A. Yeah. 4 Q. G refers to Google? 5 A. Likely. 6 Q. Do you remember this email? 7 A. No. 8 Q. Do you remember talking with Cameron 01:50:16 9 about indemnifying Mr. Levandowski if he got sued 10 by Google as part of the deal that you were talking 01:50:29 11 with him about? 12 MS. DUNN: Form. 13 THE DEPONENT: I don't remember that, no. 14 Q. (By Mr. Verhoeven) Did you, in fact, 15 tell Anthony that you would indemnify his group if 01:50:40 16 they got sued by Google as a result of the deal? 17 A. I don't remember that specifically. 18 Q. Do you have any reason to believe you did 19 not? 20 A. I just don't remember. 21 Q. It says, "They are under that 01:50:57 22 impression." 23 Do you see that? 24 A. Uh-huh. 25 Q. That's a yes? 01:51:06 1 Do you see that? 01:53:16 2 A. Yeah. 3 Q. Do you remember having a meeting -4 A. Yeah. 5 Q. -- with Mr. Levandowski or his people -- 01:53:19 6 A. Yeah. 7 Q. -- in or about March 11th -8 A. Yeah. 9 Q. -- 2016? 10 A. Yeah, yeah. This -- this is actually the 01:53:27 11 meeting -- this is the meeting we were referring to 12 earlier. 13 Q. About the five discs? 14 A. Yeah, correct. Or the discs, generally, 15 yes. 01:53:38 16 Q. Yeah. Okay. It says -- if you look at 17 the little dash bullets -18 A. Yeah. 19 Q. -- with the little dashes on them -20 A. Yeah. 01:53:46 21 Q. -- the last dash bullet says, "Number of 22 diligence employees for forensic diligence." 23 A. Yeah. 24 Q. Does that refresh your recollection about 25 any discussions that there would be diligence 01:53:59 Page 234 1 A. Yes. Sorry. Yes. 2 Q. They are under that impression because 01:51:07 Page 236 1 employees that Stroz would conduct forensic 3 they think you told him that, right? Is that how 3 4 you read this? 4 the topics of the meeting were sort of about. 5 A. It looks like they are under the 01:54:03 2 diligence on? 01:51:18 6 impression that they would get indemnified if they 5 A. It certainly refreshes my memory of what Q. What was the forensic diligence going to 01:54:17 6 be on? 7 were sued by Google. It doesn't appear to be that 7 8 they were under the impression that I told them. 8 know, the -- the group of people we were doing the 9 Q. Okay. And you have no recollection of 10 any of this? A. Yeah, it was going to be on this -- you 9 transaction with. 01:51:35 10 Q. Did the discussion of doing a forensic 11 A. I -- I don't. 11 diligence -- withdrawn. 12 Q. Do you have any recollection of 12 01:54:31 Was the discussion of doing forensic 13 discussing indemnification as part of the deal? 13 diligence the result of Mr. Levandowski's 14 14 disclosure that he had discs that contained Google 15 A. No. MR. VERHOEVEN: I'm going to mark as 01:51:45 15 information? 01:54:47 16 Exhibit 374 a meeting notice on Google Calendar 16 17 bearing Control Number UB1424. 17 doing that diligence regardless of that disclosure. 18 18 (Exhibit 374 was marked for 19 identification by the court reporter and is 20 attached hereto.) 21 A. I think my understanding is, we were Q. Okay. Did someone tell you that at this 19 meeting? 01:52:43 Q. (By Mr. Verhoeven) You see this is a 20 A. I don't know. I don't know. 21 Q. But you don't believe that, at this 01:55:01 22 calendar note, dated March 11, 2016 to yourself? 22 meeting, there was any discussion of doing forensic 23 A. Yeah. Yup. I see that, yes. 23 diligence as a result of Mr. Levandowski's 24 Q. Okay. And under "More Details," it says 24 disclosure that he had files containing Google 25 "Newco meeting with principals." 01:53:11 25 information? Page 235 01:55:16 Page 237 60 (Pages 234 - 237) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 62 of 86 ATTORNEYS' EYES ONLY 1 A. My recollection is, his disclosure came 01:55:18 2 at the end of the meeting. 3 Q. So it was after the discussion of 4 diligence employees and forensic diligence? 5 A. That's my assumption. My -- you know, 01:55:29 6 it's been a long time since the meeting. I -7 that's my best guess. 8 Q. What do you remember about a discussion 9 of the number of diligence employees in forensic 10 diligence at this meeting? 01:55:42 11 A. I don't remember anything about it. 12 Q. Why is it that you remember the 13 disclosure of the files that had Google information 14 on them at this meeting, but not the discussion of 15 forensic diligence? 01:55:56 16 MR. CHATTERJEE: Form. 17 MS. DUNN: Form. 18 THE DEPONENT: Some things in a meeting 19 are more eventful and memorable than others. 20 Q. (By Mr. Verhoeven) So it was more 01:56:04 21 memorable to you that he disclosed that? 22 A. For sure. 23 Q. What was your reaction when he disclosed 24 it at this meeting? 25 1 MR. CHATTERJEE: Form. 01:56:14 Page 238 THE DEPONENT: My reaction was that no 01:56:15 2 files -- no content from his former employer can 3 come to Uber under any conditions and that he 4 needed to talk to an attorney to figure out how to 5 properly do that. 6 01:56:27 Q. (By Mr. Verhoeven) Why -- why did he 7 tell you that he had those files at this meeting? 8 MS. DUNN: Form. 9 MR. CHATTERJEE: Form. 10 THE DEPONENT: He probably felt like we 01:56:48 11 were going to find out one way or another. 12 Q. (By Mr. Verhoeven) Do you remember what 13 he said one way or the other? 14 MR. CHATTERJEE: Form. 15 THE DEPONENT: I am sorry. I didn't 01:57:00 16 understand the question. 17 Q. (By Mr. Verhoeven) Do you remember what 18 he said one way or the other at this meeting? 19 A. I don't remember specifically what he 20 said, but I remember, generally, him making some 01:57:07 21 kind of disclosure about having some kind of either 22 backup disc or some kind of content that was from 23 his former employer. It was like backup data from 24 former employer, something like that. 25 Q. And that was after the discussion of -- 01:57:30 Page 239 1 of the fact that, as part of the deal, there would 01:57:31 2 be forensic diligence on his devices? 3 MS. DUNN: Form. 4 THE DEPONENT: This was -- I remember 5 that being at the end of the meeting. So I don't 01:57:45 6 know if we talked about the number of the diligence 7 employees. I don't remember. But if we did cover 8 all of this, then it would have come after that. 9 Q. (By Mr. Verhoeven) Okay. You can put 10 that away. 01:57:59 11 MR. VERHOEVEN: Let's mark -- let's mark 12 as Exhibit 375 an email dated March 21, 2016 from 13 Cameron Poetzscher to Travis Kalanick, bearing 14 Control Numbers Uber 60643 through 644. 15 (Exhibit 375 was marked for 01:58:38 16 identification by the court reporter and is 17 attached hereto.) 18 Q. (By Mr. Verhoeven) You will see that the 19 attachment to this document has been withheld for 20 privilege. 01:59:10 21 Do you see that? 22 A. Yeah. Yeah, I see that. 23 Q. And for the record, we object to that 24 fact and intend to move to compel that. 25 The -- the attachment said -- or the 01:59:24 Page 240 1 email on the attachments line, it says, 01:59:26 2 "Project Zing, timing update." 3 Do you see that? 4 A. Yeah. 5 Q. What does Project Zing refer to? 01:59:36 6 A. No idea. 7 Q. Is that another name for the deal with 8 Mr. Levandowski? 9 A. I have no idea what it is. 10 Q. Well, this was sent to you, right? 01:59:50 11 A. Correct. 12 Q. It says in the first paragraph, "They 13 were supposed to get us their diligence materials 14 by last Sunday night, and we only got Anthony's 15 questionnaire on Friday and are still waiting on 02:00:06 16 three other employees, also still waiting on the IP 17 diligence info from them." 18 Do you see that? 19 A. I do. 20 Q. So does this refresh your recollection 02:00:18 21 that Project Zing concerned the deal with 22 Anthony Levandowski? 23 A. I mean, I assume it had something to do 24 with that. I just don't remember anything about 25 anything called Project Zing. 02:00:33 Page 241 61 (Pages 238 - 241) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 63 of 86 ATTORNEYS' EYES ONLY 1 Q. Do you remember getting this email? 1 A. I have no idea. 2 A. No. 02:00:40 2 Q. Okay. Put that one aside. 3 Q. Do you remember hearing that 3 4 Mr. Levandowski and his team were late on getting 5 diligence materials to the Stroz people? 6 A. Say that question again, please. 7 Q. Do you remember hearing that 02:03:07 MR. VERHOEVEN: Let's mark as Exhibit 376 4 what appears to be a part of a text message bearing 02:00:51 5 Control Numbers LEV2310. 6 02:03:39 (Exhibit 376 was marked for 7 identification by the court reporter and is 8 Anthony Levandowski and his team were late in 8 attached hereto.) 9 getting their materials to the Stroz people? 9 02:01:12 MR. VERHOEVEN: Before you give it to 10 MR. CHATTERJEE: Object to the form. 11 MS. DUNN: Form. 11 12 THE DEPONENT: I don't remember. 12 the -- show the witness this? You can see the 13 Q. (By Mr. Verhoeven) Okay. Do you 02:03:58 Does anyone have any objections if I give 13 witnesses' names on it. 14 remember the part of the diligence concerning IP? 15 10 him, let me hand them out. Yeah. Hold on. A. I know that there was diligence and that 14 02:01:30 MS. DUNN: I do see that. Let me check 15 with my boss. 02:04:17 16 IP diligence is a big part of any diligence that 16 17 you do in a transaction. 17 order allows for authors who are seeking some 18 18 documents marked confidential or AEO to see them in Q. It says, "Also still waiting on the IP 19 diligence info from them." 20 Do you see that? MS. GOODMAN: I think the protective 19 deposition. 02:01:44 20 MR. VERHOEVEN: Okay. Go ahead and give 21 A. I do. 21 it to him? 22 Q. What was that referring to? 22 23 A. I have no idea. 23 a text message Mr. Levandowski sent to you? 24 MR. CHATTERJEE: Form. 25 Q. (By Mr. Verhoeven) No idea? 24 02:01:50 25 Page 242 1 A. No idea. 02:01:51 2 Q. Did you ask Cameron what it was referring 3 to, based on this email? 4 A. I don't think so. 5 Q. It says, "A detailed status update is 02:02:06 6 attached." 7 Do you see that? Second-to-last? 8 A. Yeah. Yeah. 9 Q. Do you remember receiving status updates 10 on diligence materials from your team? 02:02:17 11 A. I got a couple diligence updates from my 12 general counsel, so... 13 Q. This looks like to me like you are 14 getting a diligence update from Cameron. Is that 15 what it looks like to you? 02:02:42 16 MS. DUNN: Form. 17 THE DEPONENT: It does, yeah. 18 Q. (By Mr. Verhoeven) Okay. 19 A. Let's see. Hold on -- let me -- before I 20 -- one second. It's not clear that I'm getting a 02:02:51 21 diligence update here, actually. It's some kind of 22 update. It says a "detailed status update." It's 23 not clear to me that it's a diligence update. 24 Q. Did Project Zing refer to the diligence 25 that was being done? 02:03:06 02:04:28 Q. (By Mr. Verhoeven) Is this a printout of A. It may be, yeah. Looks like it. Q. Okay. And it says, 02:04:50 Page 244 1 02:04:55 2 3 4 " 5 Do you see that? 02:05:07 6 A. I do. 7 Q. Do you have any recollection of having 8 discussions with Mr. Levandowski about these 9 diligence questionnaires? 10 A. No. 02:05:17 11 Q. This indicates that you had texts with 12 him about the diligence questionnaires, right? 13 A. Yeah, it appears to be that, yes. 14 Q. But you don't remember any of these? 15 A. No, no. 16 Q. What about the design questionnaires for 02:05:28 17 the IP check? 18 A. Yeah, no. 19 Q. You have no recollection of that? 20 A. I do not. 21 Q. But you -- but it looks like you had 02:05:38 22 texts with Mr. Levandowski concerning that, right? 23 MS. DUNN: Form. 24 THE DEPONENT: It appears to be so. 25 MR. VERHOEVEN: Okay. Let's mark as Page 243 02:05:49 Page 245 62 (Pages 242 - 245) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 64 of 86 ATTORNEYS' EYES ONLY 1 Exhibit 377 another text message from 02:06:15 1 like, in a normal course of business. It's not. 2 Anthony Levandowski, bearing Control Number Uber 2 So... 3 73891. 3 4 (Exhibit 377 was marked for 4 5 identification by the court reporter and is 02:06:27 9 MR. VERHOEVEN: Let's mark as Exhibit 378 MR. VERHOEVEN: Counsel I assume there's 7 (Exhibit 378 was marked for 8 identification by the court reporter and is MS. DUNN: Yeah, no problem. 9 attached hereto.) MR. VERHOEVEN: Okay. Go ahead and give 02:06:49 10 Q. (By Mr. Verhoeven) First email is from 11 it to him. Sorry. 11 Mr. Levandowski to JH. 12 12 Q. (By Mr. Verhoeven) And do you see under 13 "participants," colon? 14 A. Yeah. 15 Q. And there's a phone number? 16 17 18 02:08:49 6 through 48. 8 no problems with giving -- showing this to -10 Q. That's fine. You can put that away. 5 a document bearing Control Numbers Uber 75047 6 attached hereto.) 7 02:08:26 13 02:09:27 Do you see that? A. Yeah. 14 Q. Who is JH? 15 A. That's Jeff Holden. A. Yeah. 16 Q. Oh. So this is an email from Q. Is that your phone number? 17 Mr. Levandowski to Mr. Holden, dated March 31st, 02:07:14 I promise we will keep it confidential. 19 A. Yes, it is my phone number. 20 Q. Okay. So this is a text, in part, to 02:09:37 18 2016; is that right? 02:07:23 19 A. Appears to be so. 20 Q. And the subject line says, "Whiteboard 21 you, correct -- 21 translation TK points." 22 A. Yeah. 22 Do you see that? 23 Q. -- from Mr. Levandowski? 23 24 A. Yes. 24 Q. TK refers to you, right? 25 Q. And he's -- this is time-stamped 25 A. Usually does. 02:07:34 02:09:47 A. Yeah. 02:09:58 Page 246 1 March 26th, 2016? 02:07:36 Page 248 1 Q. Okay. If you look at the attachment, 2 A. Yes. 2 there's a whiteboard with red writing on it. 3 Q. And he says, 3 4 5 Do you see that? 02:07:45 Do you see that? 4 A. Yeah. 5 Q. Did you have a meeting with 02:10:13 6 A. Yeah. 7 Q. What is the 7 8 A. I don't know. I don't know what that is 8 where you wrote all this on the whiteboard? 6 Mr. Levandowski -- or withdrawn. 9 referring to. 10 02:09:59 9 Q. You have no recollection of any 02:07:53 Did you have a meeting around this date A. It's possible. 10 Q. Is this your handwriting? 11 discussions about a 11 A. Yes, it is. 12 A. No. 12 Q. Okay. Do you remember having a 13 Q. Do you have any -- if you are reading 13 meeting -- do you remember the meeting associated 14 this, what -- how would you interpret the reference 14 with this picture? 15 to 02:08:03 02:10:31 15 A. No. 16 MR. CHATTERJEE: Form. 16 Q. Under No. 1 in the picture, it says, 17 MS. DUNN: Form. 17 "Pittsburgh ++- I know some," S word? 18 THE DEPONENT: I just don't know what it 19 is referring to. I don't know what we are 20 talking about here. I just don't know. A. Yes. 19 Q. Do you see that? 20 A. I do. 21 Q. Okay. What does that mean? 22 that -- that term, referring to the 22 MR. CHATTERJEE: Form. 23 in talking about a deal? 23 THE DEPONENT: I can't -- I mean, I don't 24 24 know. But if he's consulting for us helping to 21 02:08:13 18 02:10:42 Q. (By Mr. Verhoeven) Have you ever used A. No. I mean, it's not something I would 25 normally do, or not something that I have done, 02:11:01 02:08:23 25 bring some advice and sort of consultative approach Page 247 02:11:17 Page 249 63 (Pages 246 - 249) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 65 of 86 ATTORNEYS' EYES ONLY 1 to what's going in, Pittsburgh would be helpful. 2 02:11:21 Q. (By Mr. Verhoeven) So the "I" in that 3 reference is Mr. Levandowski? 4 A. I don't know. I don't know for sure. 5 But it could be. I just don't know. 6 Q. Does it look like it is? 7 A. Well, I read this here. 8 Q. You are referring to the email? 9 A. Yeah. 10 Q. What did you read? 11 A. It says, "Pittsburgh ++." 02:11:30 02:11:39 12 Q. S word? 13 A. "Help ATC with calls by using our team's 14 experience and knowledge." 15 So I would -- I don't remember writing 02:11:51 16 this, but that's one interpretation of it. 17 Q. You were at a meeting where 18 Mr. Levandowski said this, right? 19 MS. DUNN: Form. 20 THE WITNESS: I was at a meeting, and 02:12:08 21 then it looks like Levandowski sent this to Holden, 22 sort of interpreting what I was trying to say. 23 Q. (By Mr. Verhoeven) And he interpreted, 24 "I know some," S word, "to mean that he would help 25 ATC avoid pitfalls by using Mr. Levandowski's 02:12:22 Page 250 1 teams' experience and knowledge," correct? 2 3 4 02:12:27 Page 252 1 MS. DUNN: Form. 2 THE DEPONENT: Correct. 3 Q. (By Mr. Verhoeven) Do you have any 02:12:38 6 helping Pittsburgh avoid pitfalls? 5 7 8 people who have great expertise, experience, 8 9 knowledge working for our team and helping us 11 02:15:01 6 A. We certainly have always believed in 10 innovate and invent the future. 02:14:54 4 5 recollection of a discussion about Mr. Levandowski 7 1 thing to work on, 02:13:51 2 3 And I remember, you know, at some point 4 while he was helping that team get up to speed, we 5 were just like, 02:14:03 6 7 8 9 10 02:14:12 11 12 13 14 15 02:14:27 16 17 18 19 20 02:14:42 21 22 23 24 25 02:14:51 9 02:13:00 10 Q. Did Mr. Levandowski, indeed, help the Q. (By Mr. Verhoeven) So your ATC group, 02:15:13 11 what is it called now? 12 Pittsburgh team avoid some pitfalls? 12 13 MR. CHATTERJEE: Form. 13 Q. ATG? 14 MS. DUNN: Form. 14 A. Yeah. 15 THE DEPONENT: I'm sure -- I'm sure he 15 Q. And that's just a new name for the same 02:13:13 A. ATG. 16 did. 16 group? 17 17 Q. (By Mr. Verhoeven) Does any of them come 02:15:19 A. Well, when it was ATC, it was just 18 to mind? 18 Pittsburgh. And ATG was about when we had more 19 19 than one site. A. Well, like one of the things that the 20 Pittsburgh team was working on was like a -- was 20 Q. Okay. 21 a -- what was it? I am trying to remember. 21 A. So it was a group. So instead of a 22 22 center, it's -- 23 23 24 24 still the AV -- 25 And that's, like, a cool, "sciencey" 02:13:22 02:13:45 25 02:15:27 Q. Bigger -- bigger group, bigger AV group, A. Because it's over multiple sites instead Page 251 02:15:37 Page 253 64 (Pages 250 - 253) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 66 of 86 ATTORNEYS' EYES ONLY 1 of a center, it was a group. 2 Q. Oh, I see. Got it? 3 A. Yeah. 4 Q. 02:15:40 5 02:15:51 6 7 A. 8 9 10 02:16:07 11 12 13 14 15 02:16:17 16 17 18 19 20 02:16:29 21 22 , 23 24 25 02:16:39 Page 254 1 02:16:44 1 02:17:41 2 A. Yeah. 3 Q. Is there any particular software in your 4 company for this or -5 A. My guess is, it's all Google Docs. 02:17:45 6 Q. Okay. Let's move on. You can put that 7 away. 8 MR. VERHOEVEN: Let's mark as Exhibit 379 9 a Google document bearing Control Numbers 10 Uber 344 -- 100344 through 352. 02:18:13 11 (Exhibit 379 was marked for 12 identification by the court reporter and is 13 attached hereto.) 14 Q. (By Mr. Verhoeven) Have you seen 15 Exhibit 379 before? 02:19:00 16 A. I don't know. I don't remember it. 17 Q. You see the cover, the first page of -18 A. Yeah. 19 Q. -- 379? 20 A. Yeah. 02:19:09 21 Q. It's an email from Cameron Poetzscher to 22 you -23 A. Yeah. 24 Q. -- dated April 11th, 2016? 25 A. Yeah. Yeah. 02:19:18 Page 256 1 Q. Does that date have any significance to 02:19:18 2 2 you? 3 3 4 4 Q. Correct. 5 A. Not particularly. 6 6 Q. Do you remember that was the date on 7 7 which the contract we looked at earlier, the merger 5 02:16:52 A. 4/11/2016? 8 8 contract, was signed? 9 9 10 02:17:05 02:19:28 A. I -- I didn't know that, but I'll take 10 your word for it. This is deal overview. 11 11 (Discussion off the stenographic record.) 12 12 Q. (By Mr. Verhoeven) I'm going to place 13 13 before you an exhibit you've previously seen, 14 14 Exhibit 365, agreement and planned merger. 15 15 A. Yeah. 16 16 Q. Do you see it's dated as of April 11th? 17 17 A. Okay. 18 18 Q. Do you see that? 19 19 A. I do. 20 Q. And that's the same date as this email, 20 21 02:17:19 02:17:25 02:20:19 02:20:26 21 right? 22 22 A. It sure is. Yeah. 23 23 Q. Okay. And this says in the subject line 24 24 of this email, "Here's the revised deck with 25 02:19:45 02:17:37 25 milestones." And then below that, it says, "Zing Page 255 02:20:37 Page 257 65 (Pages 254 - 257) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 67 of 86 ATTORNEYS' EYES ONLY 1 board slides," and that's the attachment, right? 02:20:42 2 A. Yeah. I see that, yeah. 3 Q. If you turn to the attach- -- you see the 4 attachment follows? 5 A. What do you mean? I am sorry. 02:20:51 6 Q. The next page -7 A. Yeah, yeah, yeah. 8 Q. -- is the attachment? 9 A. Yeah. 10 Q. And it's titled "Project Zing Review"? 02:20:55 11 A. Yeah. 12 Q. And if you look through this -13 A. Yeah. 14 Q. I don't want you to read every word. 15 A. You do? 02:21:04 16 Q. I don't. 17 A. Oh, you don't. Okay. 18 Q. Is this a slide deck that was presented 19 to the board of directors on April 11th? 20 A. It appears to be so. 02:21:13 21 Q. And would you have been the person 22 presenting this? 23 A. No. 24 Q. Is this -- does this reflect -- who led 25 the discussion regarding this potential 02:21:26 1 A. Yeah. 2 Q. -- merger agreement? 3 A. Yeah, yeah. 4 Q. It says, "Mr. Kalanick and Mr. Poetzscher 5 led" -6 02:22:39 02:22:44 A. So just real quick, just so it will make 7 it easier, just say, Poetzscher. 8 Q. Poetzscher? Okay. 9 A. Yeah. 10 Q. Poetzscher? I knew I've been messing up 12 A. We could just say "Cam," too. If you 13 want to just go there, I'm very okay with that. 14 Q. Poetzscher. I can remember Poetzscher. 15 Okay. Let's go back to the record. 16 It says there, "Mr. Kalanick and 02:23:04 17 Mr. Poetzscher led a discussion regarding a 18 potential acquisition and described key aspects of 19 the proposed transaction." 20 A. Yeah. 21 Q. Does this refresh your recollection as to 02:23:18 22 your involvement in making this presentation? 23 A. You know, look, my guess is, before -- 24 I'm guessing here -- you know, it could be that 25 before Cam got started, I was, like, all right, we Page 258 1 acquisition? 2 02:21:30 2 can -- I know I didn't talk to the details that are 3 Q. Okay. 3 in these slides here. 4 A. It may have been that Emil spoke, too; 4 02:21:39 6 Q. Were you involved? 7 A. I was maybe going to chime in if I saw I may have just been sort of the vision 5 guy, and maybe that's my part of leading this 02:23:48 7 discussion and going through these slides, I -- I'm 8 very certain that I was not doing that. Q. Okay. I am not trying to play any tricks 9 10 on you, but I'm going to give you a document. 02:21:54 Q. Okay. By "these slides," you mean the 10 slides attached to Exhibit 379? 11 MR. VERHOEVEN: Let's mark it as 380. 11 12 (Exhibit 380 was marked for 12 Q. 379? 13 identification by the court reporter and is 13 A. Yeah. 14 attached hereto.) 14 Q. Let's go back to 379. 15 THE DEPONENT: You want me to put this 02:22:02 15 A. What is 379? 16 Q. That's the slides. 17 Q. (By Mr. Verhoeven) Just keep it. Go 02:24:04 A. Yes. 16 away or hold it? 02:24:31 17 A. Okay. Got it. Yes. 18 ahead. 18 Q. So it looks like Project Zing is the deal 19 19 being -- the deal is being referred to as It is entitled "Minutes of Special 20 board -- special meeting of boards of directors"? 02:22:08 20 Project Zing now? 02:24:47 21 A. Yeah. 21 22 A. Yeah. And I just -- you know, I got used Q. "Uber Technologies, Inc., April 11th, 22 to the Newco thing. But it looks like they changed 23 2016." It bears Control Numbers Uber 101482 23 the same at some point. 24 through 498. And if you look at item 1 on the 24 25 first page -- 02:23:36 6 discussion. But in terms of really leading this 8 something, but this is not a discussion I led. 9 02:23:32 Page 260 1 are, you know, maybe a high-level overview. But I A. I am going to assume it's Cameron. 5 but I would assume that it's Cameron. 02:22:54 11 that name the whole time. 02:22:39 Q. Okay. Do you see on page 346 it says 25 "deal overview"? Page 259 02:24:59 Page 261 66 (Pages 258 - 261) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 68 of 86 ATTORNEYS' EYES ONLY 1 A. Yes, I do. 02:25:01 2 Q. And what is this? 3 A. It looks like a breakdown of sort of the 4 structure of the deal and compensation for it. 5 Q. You see on the left side, there's these 02:25:22 6 boxes, these colored boxes -- I know this is black 7 and white. 8 A. That's okay. I see it. 9 Q. And the first box at the top says 10 "Rationale"? 02:25:30 11 A. Yeah. 12 Q. And the first item listed under Rationale 13 says, 14 15 02:25:44 16 17 A. 18 Q. And that's referring to LiDAR lasers, 19 right? 20 A. Correct. 02:25:53 21 Q. And did you explain to the board how 22 23 24 A. 25 02:26:05 1 Q. No, as of this point in time, though. 2 A. There was some -- 3 Q. There was -- 4 A. There were -- 5 Q. You were trying to develop -- I am sorry? 6 A. Apologize. 7 Q. At this point in time, April 11th -- 8 A. Yeah. 9 Q. -- you were trying to develop your own 02:27:20 10 custom LiDAR in -- as part of the work going in 02:27:27 11 Pittsburgh, correct? 12 A. They had some laser work going on, but it 13 was pretty early at the time, is my understanding. 14 Q. But one of their projects was to develop 15 an in-house LiDAR system, right? 16 02:27:41 A. It was one of the areas they were 17 exploring. 18 19 20 Q. Right. 21 A. Yeah. 22 Q. 02:27:52 23 24 A. 25 Q. Right. Page 262 1 02:26:08 2 3 4 5 Q. 02:26:26 6 7 A. Yeah. 8 Q. So does that mean something other than it 9 just makes it happen faster? 10 MS. DUNN: Form. 02:26:37 11 THE DEPONENT: 12 13 14 Q. (By Mr. Verhoeven) Right. 15 A. 02:26:47 16 17 18 19 20 02:26:59 21 Q. 22 23 24 A. 25 02:27:13 02:27:16 02:27:59 Page 264 1 A. Yeah. 02:27:59 2 Q. And before this -- before -- as of 3 April 11th, the way you were pursuing that was 4 through the Pittsburgh folks, right? 5 A. There was something going on there. I 02:28:10 6 don't know if it was -- like, I don't know how 7 substantive that work was. We felt that the 8 Ottomotto deal, this deal, generally, would really 9 help us get going on an internal laser program. 10 Q. What was said at the board meeting on 02:28:30 11 this subject? 12 MS. DUNN: Objection to form. 13 THE DEPONENT: I don't remember 14 specifically what was said on this subject at the 15 board meeting. 02:28:41 16 Q. (By Mr. Verhoeven) Generally? 17 A. It's generally what I'm telling you right 18 now. You know, just -19 Q. Okay. 20 A. -- as we go through the slide. 02:28:48 21 Q. So nothing more generally than what you 22 told me? 23 A. Yeah. And probably a lot less, is my 24 guess. 25 Q. Under terms, down one box -02:28:56 Page 263 Page 265 67 (Pages 262 - 265) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 69 of 86 ATTORNEYS' EYES ONLY 1 A. Yeah. 2 Q. -- last bullet says, "Uber will indemnify 02:29:00 3 a minimum of five key employees in Ottomotto for 4 specific claims from former employers EGIP, 5 non-solicit subject to certain restrictions and 02:29:16 6 limitations." 7 Do you see that? 8 A. Yeah, I sure do. 9 Q. What specific claims is that referring 10 to? 02:29:27 11 A. I don't know. I am not sure. 12 Q. Well, do you recall any discussion of 13 specific claims from former employers that -14 during the board meeting? 15 A. No, I don't. I don't recollect anything 02:29:39 16 specific. 17 Q. You would agree that that is referring to 18 Google, right? 19 A. It -- it most likely is, yeah. But, I 20 mean, there were some folks that came from other 02:29:53 21 places, but it was -- it said "employers," so 22 there's more than one former employer. But -- but, 23 yes, Google is definitely one of them. 24 Q. And as part of talking about this deal 25 with the board, one of things you talked about was 1 whether or not Google would bring an action based 02:30:06 Page 266 02:30:11 1 A. Not really. 02:31:09 2 Q. What about just Google's reaction, was 3 that discussed among the board? 4 A. I don't think so. 5 Q. Wouldn't that be a concern that your -02:31:16 6 your proposed deal would be hiring away, you know, 7 at least 30 of their folks from their AV group? 8 Wouldn't that be a concern to the board that Google 9 might be upset about that? 10 MR. CHATTERJEE: Form. 02:31:34 11 MS. DUNN: Objection to form. 12 THE DEPONENT: I can't say for sure, but 13 I understand the notion. We were -- you know, we 14 were excited to hire. We were incredibly excited 15 to hire employees, like really talented -- really 02:31:48 16 talented individuals in this space that may -- you 17 know, many of whom previously worked at Google. We 18 were excited about that. 19 Q. (By Mr. Verhoeven) Right. But my 20 question is: During this -- this was a meeting in 02:32:03 21 which the board was going to approve or disapprove 22 of the deal, right? 23 A. Correct. 24 Q. And so my question is: Wouldn't you 25 expect that one of the subjects discussed at that 02:32:16 Page 268 1 board meeting in connection with whether to do this 2 on IP theft or solicitation of employees? 2 deal is the potential blowback from Google? 3 3 MS. DUNN: Objection to form. 4 THE DEPONENT: It was certainly a 4 MS. DUNN: Objection to form. Q. (By Mr. Verhoeven) Isn't that a fair -- 5 fair statement? 6 02:30:21 5 consideration. I don't know if it was at this A. Anytime you do a transaction that 02:32:31 6 board meeting, but it was generally a 7 includes really smart, really talented people 7 consideration. 8 that -- that used to work at a competitor, this is 8 9 just one of the considerations you have to take 9 it a consideration of the board? 10 into account. 02:30:37 10 Q. (By Mr. Verhoeven) And the board? Was A. I can't remember. 02:32:40 11 Q. So the -- is the answer "yes" then? 11 12 A. The answer is, yes. 12 13 Q. Yes. Okay. 13 that would have been a consideration the board took 14 Do you remember anything any of the other 15 board members besides yourself said on this MS. DUNN: Objection to form. Q. (By Mr. Verhoeven) Would you expect that 14 into account? 15 MR. CHATTERJEE: Form. 16 subject? 16 MS. DUNN: Form. 17 A. Not really, no. 17 THE DEPONENT: I cannot remember if the 18 Q. Was there any concern expressed about a 18 board discussed that or not. I just can't. 02:30:49 19 Google suit? 19 20 MS. DUNN: Objection to form. 21 THE DEPONENT: I don't remember 02:32:19 02:31:00 02:32:45 I can tell you that it was generally a 20 consideration that I had going into this deal. 21 02:32:53 Q. (By Mr. Verhoeven) Okay. So one of the 22 specifically. 22 considerations you had going into the deal with 23 23 Mr. Levandowski was potential blowback from Google; Q. (By Mr. Verhoeven) Do you have any 24 general rec- -- recollection of that being 25 discussed? 24 fair? 02:31:07 25 MS. DUNN: Objection to form. Page 267 02:33:14 Page 269 68 (Pages 266 - 269) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 70 of 86 ATTORNEYS' EYES ONLY 1 THE DEPONENT: When you have a small 02:33:15 1 make sure that no IP got to Uber, right? 02:35:53 2 group -- or I shouldn't say small, but when you 2 A. Correct, yeah. 3 have a group of, let's say, 250 people working on 3 Q. And those efforts were the commissioning 4 of Stroz to do the diligence? 4 this kind of project -- and I'm referring to, let's 5 say, Google or Waymo, in specific; but, generally, 02:33:27 6 if that's a situation going on. 7 And dozens, if not close to 100 of your 8 people, leave to go elsewhere. That's not -- A. I think -- 02:36:02 MR. CHATTERJEE: Form. 7 THE DEPONENT: -- it's just all of the 8 efforts we took. I think the diligence process was 9 one of those things. 9 it's -- it's -- that's not a fun -- that's not fun 10 if you are losing your best people. 11 5 6 02:33:47 10 And sometimes people react emotionally to Q. (By Mr. Verhoeven) Direct your attention 12 that kind of thing, and I think that's exactly what 12 Exhibit 379. And this is a slide entitled 13 we saw from Google. 13 "Walkaway rights and indemnity obligations." 14 14 Q. (By Mr. Verhoeven) And that's what -- 15 that's what you were -- you had that as a concern 02:34:01 Do you see that? 15 A. Yeah. 16 personally when you were evaluating this deal, 16 Q. And it says, "Do we still indemnify," up 17 right? 17 at the top right-hand side? 18 18 A. Yup. 19 Q. And then the first bullet says, "Yes (for A. When you do a transaction where lots of 19 people are coming from a particular competitor or 20 were recently at a particular competitor, that is a 02:34:20 02:36:57 20 diligenced employees in Ottomotto relating to 02:37:12 21 very natural concern. 21 actions of diligenced employees) for the following 22 Q. Okay. I understand that. 22 claims," colon, and the first bullet is "IP/trade 23 A. Yeah. 23 secret misappropriation or infringement." 24 Q. But I'm trying to establish whether or 25 not that was a concern for you -- 02:36:34 11 to the page bearing Control Number 348. This is 24 02:34:32 25 Do you see that? A. Yes, I do. 02:37:34 Page 270 1 A. Yeah. 2 Q. -- personally as part of this deal that 02:34:33 Page 272 1 Q. So does this reflect your recollect- -- 3 there would be blowback from Google. 3 4 4 at this board meeting, there was a discussion of A. We weren't sure whether there would be 5 blowback from Google, but we understood it to be a 02:34:43 6 possibility. Does this refresh your recollection that, 5 indemnifying certain diligenced employees for Q. And that was a concern? 7 misappropriation? 8 A. It was a consideration. 8 MR. CHATTERJEE: Form. 9 Q. It wasn't a concern to you? 9 MS. DUNN: Form. A. It was -- 02:34:54 10 THE DEPONENT: Yeah, I think this is for 11 MS. DUNN: Form. 11 claims of that, yes. That's what it appears to be. 12 THE DEPONENT: It was -- it was a 12 13 remember the substance of that? 14 thinking about it, and also led to our efforts to 14 15 make sure no -- no Google content or IP got to 02:35:07 16 Uber. Because we understood that so many people A. Not really. 15 Q. Well -- 16 A. Sorry. No, no. But, again, I am just 02:38:16 17 reading -- I am reading the slide here. And, you 18 were leaving Google generally, not just to go to 18 know, and there's -- these are claims. I am not 19 Uber, but to go to -- elsewhere. People just 19 sure what they mean by identifying claims versus 20 didn't want to be there anymore. 21 02:35:21 But with so many coming to us, we had a 20 actual infringement. 21 02:38:31 And there may be a difference there. I 22 feeling that there would be an emotional response 22 don't know. I haven't -- I haven't read the 23 to that, and I think that's what we saw. 23 indemnity agreement. 24 24 Q. (By Mr. Verhoeven) So that 25 consideration, you said, led to your efforts to 02:38:04 Q. (By Mr. Verhoeven) But you don't 13 consideration that we had when doing this deal and 17 02:37:50 6 possible Google lawsuit based on IP or trade secret 7 10 02:37:35 2 withdrawn. Q. Okay. You were aware that there was an 02:35:51 25 indemnity agreement, right? You may not remember Page 271 02:38:43 Page 273 69 (Pages 270 - 273) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 71 of 86 ATTORNEYS' EYES ONLY 1 it now, but you were aware at the time, right? 02:38:47 2 A. I mean, I would be incredibly surprised 3 if an M & A transaction didn't have an indemnity 4 agreement; and, specifically, to this, I assumed it 5 did, yes. 02:38:56 6 Q. Okay. Well, it was discussed at the 7 board meeting, right? 8 A. Fair enough. 9 Q. As part of the approval of the whole 10 deal, right? 02:39:04 11 A. Fair enough. 12 Q. Yes? 13 A. Yes. 14 MR. VERHOEVEN: Counsel, I'm going to 15 note for the record that a slide in this board 02:39:19 16 presentation on page No. 350, it says, "Detailed 17 indemnity summary" has been entirely redacted, and 18 we object to that and tend to move to compel. 19 MS. DUNN: Can we check the time on the 20 record so far. 02:39:48 21 THE VIDEOGRAPHER: Yes. We are at five 22 hours and five minutes. 23 MR. VERHOEVEN: You want to take a break? 24 THE DEPONENT: Let's take a little break. 25 How about 10 minutes. 02:40:01 1 A. Yeah, hold on. 02:55:36 2 Yes, I see it, yes. 3 Q. What page is it on? 4 A. I don't -- 899, or the last three digits. 5 Q. Of the control number, right? 6 A. Yeah. 7 Q. Okay. Does that refresh your 02:55:49 8 recollection with respect to this agreement? 9 10 A. No, it does not. Q. Did you read this agreement before you 02:56:00 11 signed it? 12 A. Likely, no, I don't think so. Actually, 13 I would just say, no. 14 Q. Okay. Did you know what you were 15 signing? 16 02:56:08 A. I knew that I was signing, like, probably 17 a large set of documents relating to the 18 transaction. 19 Q. Okay. Yeah. So this is one of the large 20 set of documents that you signed on April 11th? 21 A. That's my assumption, yes. 22 (Exhibit 382 was marked for 23 identification by the court reporter and is 24 attached hereto.) 25 Q. (By Mr. Verhoeven) All right. Let's 02:56:23 Page 276 Page 274 1 THE VIDEOGRAPHER: Going off the record. 02:40:02 02:56:19 1 mark as Exhibit 382 an indemnification agreement 2 The time is 2:39. 2 bearing Control Numbers Uber 4855 through 4874. 3 (Recess taken.) 3 4 THE VIDEOGRAPHER: We are back on the 4 agreement? 5 record. The time is 2:54. 6 02:54:18 5 MS. DUNN: Since we are back on the Do you recognize this indemnification A. No. 6 02:57:10 MR. VERHOEVEN: For the record, Counsel, 7 there's redacted portions of this agreement, and we 7 record, we would like to designate this transcript 8 AEO. 9 8 object to that and intend to move to compel, unless 9 you have the agreement now in a form that I can (Exhibit 381 was marked for 10 identification by the court reporter and is 02:54:25 10 use. 02:57:27 11 attached hereto.) 11 12 12 document. Q. (By Mr. Verhoeven) Okay. Let's mark as MS. DUNN: I think you should use your 13 Exhibit 381 the Joint Defense and Common Interest 13 14 and Confidentiality Agreement, dated -- well, I 14 one here, right? 15 don't know what the date is, but it bears Control 02:54:44 15 MR. VERHOEVEN: So -- so you don't have MS. DUNN: No. 02:57:34 16 Number 74893. I believe it's dated April 11th, 16 17 2016. 17 attention to page 4873 on the control numbers. 18 So it's -- it bears Control Numbers Uber 19 74893 through 903. 20 Do you recognize this agreement? 18 A. Okay. 19 Q. That's your signature? 20 A. Yes, it is. 21 Q. Did you read this document before you 22 Q. Turn to the last page. 22 signed it? 23 A. Okay. 23 A. I did not. 24 Q. I believe your signature is on there. 24 Q. Did you know what it was? 25 A. I knew it was part of a larger set of 25 Can you locate it? 02:55:17 Q. (By Mr. Verhoeven) I direct your A. I do not. 21 02:56:24 02:55:34 Page 275 02:57:55 02:58:00 Page 277 70 (Pages 274 - 277) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 72 of 86 ATTORNEYS' EYES ONLY 1 documents related to the transaction. 02:58:03 1 (Exhibit 384 was marked for 03:00:28 2 Q. Do you have any recollection of signing 2 identification by the court reporter and is 3 an indemnification agreement in connection with the 3 attached hereto.) 4 transaction? 4 Q. (By Mr. Verhoeven) I need the -- let's 5 A. I do not. 02:58:10 5 mark as Exhibit 384 a couple of texts bearing 03:00:33 6 (Exhibit 383 was marked for 6 Control Number 73811 through 809. 7 identification by the court reporter and is 7 Actually, to correct the record, 8 attached hereto.) 8 Exhibit 384 is two text messages: The first one 9 Q. (By Mr. Verhoeven) Let's mark as 9 dated May 10, 2016, bears Control Number 73809; and 10 Exhibit 383 a document. It looks like a text 02:58:30 10 the second dated May 10th, 2016, bears the Control 03:01:28 11 message from Anthony Levandowski, bearing Control 11 Number Uber 73811. 12 Number Uber 73820. 12 Directing your attention to the text 13 Do you see your phone number on there? 13 message bearing the Control Numbers 38111, which is 14 A. Yes, I do. 14 your second page, I believe. 15 Q. This is a text from Mr. Levandowski to 02:59:06 15 Is your phone number on this page? 03:02:08 16 you, time-stamped May 5th, 2016? 16 A. Yeah. 17 A. Correct. 17 Q. So this is a text from Mr. Levandowski to 18 Q. And Mr. Levandowski texts you saying, 18 yourself? 19 "Driving to SF to meet with Scott, ATC, laser guy 19 A. It appears to be so, yes. 20 and guide the team." 02:59:22 20 Q. And is time-stamped May 10th, 2016. 03:02:16 21 Do you see that? 21 Do you see that? 22 A. I do. 22 A. Yeah. Yes, I do. 23 Q. Who is Scott? 23 Q. And Mr. Levandowski says, "Wow. I am 24 A. I am not sure. I think maybe is the guy 24 super pissed at what is going on at ATC. There's 25 at ATC that works on lasers, maybe. 02:59:31 25 no one who is pushing for the right things." 03:02:29 Page 278 02:59:35 Page 280 1 Q. ATC is your group? 2 A. Yeah. 2 1 3 Q. You don't know if Scott is the guy who 3 Q. Oh, I see. 4 A. -- I could -- I could imagine that it -- 4 works on lasers? 5 A. I would assume he is, but I don't know 02:59:44 Do you see that? 03:02:33 A. It says there's "one one," but -- 5 I just see what it says. There is "one one." 6 for sure. 6 Q. Would you interpret that as no one? 7 7 A. I think that's a likely possibility. Q. Do you remember any discussions with 8 Mr. Levandowski about this text? 8 Q. Okay. 9 9 A. Yeah. 10 A. No, I do not. Q. Did you have any discussions with 02:59:52 10 03:02:39 Q. Do you remember having a discussion with 03:02:50 11 Mr. Levandowski about his input to the folks in 11 Mr. Levandowski on or about May of 2016 about him 12 Pittsburgh or with Scott, referenced here, 12 being angry about what is going on at ATC? 13 concerning LiDAR? 13 14 A. I do not. 14 surprise and disappoint, yeah. 15 Q. Same question, but concerning him guiding 03:00:12 15 A. I don't remember anger, but, certainly, Q. And what did he say to you about that, or 16 the team with respect to LiDAR? 16 text you about that? 17 MS. DUNN: Form. 17 18 THE DEPONENT: You know, I see the text 18 existing efforts, he was not pleased with how we 19 as it's -- as it is. 20 A. I mean, I think as he got deeper into our 19 were approaching the problem. Q. (By Mr. Verhoeven) But you have no 03:00:23 20 Q. Okay. And what did he -- what did he do 21 recollection? 21 about that? 22 A. No. 22 23 Q. That's a no? 23 spent time with the team and tried to reorient them 24 A. Sorry. No. 24 in a way that made them prioritize better, work 25 ///// 03:03:09 03:00:28 03:03:34 A. I think he -- he went to Pittsburgh, 25 harder, focus on the right things, work as a team, Page 279 03:03:52 Page 281 71 (Pages 278 - 281) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 73 of 86 ATTORNEYS' EYES ONLY 1 better culture, stand up for what's right, not be 03:03:56 1 2 political. 2 3 3 Probably got into the weeds on -- on the 4 technology itself. I -- I don't. I am not as 03:06:12 4 5 privy to that kind of stuff. But I think he just 03:04:07 6 went in there and tried to correct and sort of 5 6 03:06:32 Q. (By Mr. Verhoeven) Okay. And this is 7 reorient us towards a more -- a more successful 7 software that would use the LiDAR system as input, 8 approach. 8 correct? 9 Q. What about this last sentence that uses 10 the F word. 11 9 03:04:25 A. Yeah, or just sensors generally, but it 10 doesn't -- a lot of that software doesn't touch the Do you see it? 03:06:42 11 LiDAR stuff. But it's generally the intelligence 12 A. I do, yes. 12 to move a car autonomously through space. 13 Q. Do you remember any discussions with 13 Q. And Pittsburgh was working on software 14 Mr. Levandowski in or about this time, May of 2016, 14 whose input would be info from LiDAR sensors, 15 regarding the software? 15 right? 16 03:04:33 A. Yeah. I mean, I just think that we had a 03:07:05 16 MS. DUNN: Objection to form. 17 bunch of scientists. I mean, we hired a bunch of 17 THE DEPONENT: There was input from lots 18 folks from CMU. They were professors and 18 of places; but, yes, LiDAR, too. 19 scientists. 19 20 03:04:50 Q. (By Mr. Verhoeven) Okay. You can put 20 that aside. 03:07:23 21 21 22 22 an email string bearing Control Number Uber 70012 23 Q. MR. VERHOEVEN: Let's mark as Exhibit 385 23 through 13. 24 24 25 (Exhibit 385 was marked for 03:05:04 25 identification by the court reporter and is Page 282 1 03:05:08 1 attached hereto.) 2 2 3 3 authored by yourself? 4 5 03:05:16 6 03:07:35 Page 284 03:07:35 Q. (By Mr. Verhoeven) So that top email is 4 A. Yeah. 5 Q. So you sent this email on May 14, 2006 to 6 Jeff Holden. 7 7 8 8 Q. Is that what it says? 9 9 A. It looks like it, yes. 10 03:05:29 10 A. Okay. Q. Okay. And you said, "Love the updates. 11 11 Read them all." 12 12 A. Or "read them all." 13 13 Q. Okay. Did you read all of the updates 14 Q. And he actually spent a lot of time 15 developing in -- in the -- withdrawn. 16 03:05:45 He'd actually spent a lot of time with 15 A. I can't say that I did. 16 Q. Okay. If you look at Mr. Holden's email, 17 to which you had just responded -- 18 18 A. Yeah. 19 Q. -- which is dated May 13th -- MS. DUNN: Form. Q. (By Mr. Verhoeven) -- while he was at 20 Google? 03:05:59 03:08:04 14 you got from the ATC group? 17 his team trying to develop such a device, right -19 03:07:57 20 Do you see that? 03:08:23 03:08:34 21 MS. DUNN: Objection to form. 21 A. I sure do. 22 MR. CHATTERJEE: Form. 22 Q. If you look at the third bullet down, 23 THE DEPONENT: 23 third solid bullet down? 24 24 25 03:06:07 25 Page 283 A. Yeah. Q. It said, "We also discussed the laser 03:08:46 Page 285 72 (Pages 282 - 285) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 74 of 86 ATTORNEYS' EYES ONLY 1 plan." 2 03:08:52 1 Do you see that? 3 A. Yeah. 4 Q. And, I am sorry, if you look at one 4 03:08:57 6 Anthony Levandowski. 7 03:12:00 3 5 bullet up, this is in reference to a meeting with 8 Q. Okay. 2 Do you see that? A. I mean, I -- I see there's something 5 MR. CHATTERJEE: Form. 6 MS. DUNN: Objection to form. 7 THE DEPONENT: 8 9 about Drew. 9 10 Q. Oh, let's go to the second bullet. 11 A. Okay. So the second bullet is about 03:12:13 03:09:08 Q. (By Mr. Verhoeven) Did you have any 10 conversations with Mr. Levandowski or anyone else 12 Anthony. 12 MS. DUNN: Objection to form. 13 13 THE DEPONENT: Not -- not -- not that I Q. It says, "Met with Anthony today," and 14 then it goes on. 15 Do you see that? 14 recall. 15 (Discussion off the stenographic record.) 16 A. Yeah. 16 Q. (By Mr. Verhoeven) Do you remember 17 Q. And then the next bullet says, "We also 17 having a conversation with anyone within ATC about 03:09:17 18 discussed the laser plan." 19 03:12:41 18 Do you see that? 19 20 A. Yeah. 21 Q. So that was a discussion with Anthony, 03:09:22 20 A. I don't remember anything specific on 03:13:15 21 that. 22 right? 23 03:12:20 11 about this laser design that's mentioned here? A. I don't know if that's clear. 24 MS. DUNN: Do you need more time to -- 25 THE DEPONENT: Yeah, here, why don't I 22 Q. Do you remember something generally? 23 A. Generally, we -- we want -- we wanted to 24 produce our own lasers, and I know the team was 03:09:30 25 working on it. But I just wasn't in the weeds on Page 286 03:13:27 Page 288 1 just read this real quick. But it's not clear. 03:09:31 1 this. 03:13:30 2 Because the first bullet was Drew, and the second 2 Q. Did you know that Mr. Levandowski had 3 bullet was Anthony, but let me just read it and -3 developed a new laser design? 4 just give me a second. 4 A. No. 5 Q. (By Mr. Verhoeven) Okay. 03:09:40 5 MS. DUNN: Objection to form. 03:13:35 6 A. Yes, I have read. 6 Q. (By Mr. Verhoeven) Then it says -- the 7 Q. Now, directing your attention to the 7 last sentence says, "I would like to be -- it 8 third bullet -8 will" -- withdrawn. 9 A. Yeah. 9 The last sentence in this bullet says, 10 Q. -- the solid bullet down -03:11:32 10 03:13:48 11 A. Yeah. 11 12 Q. -- of Mr. Holden's May 13th, 2016 12 13 email -13 Do you see that? 14 A. Yeah. Yeah, yeah, yeah. 14 A. I do. 15 Q. -- where it says, "We also discussed the 03:11:41 15 Q. And that's referring to Mr. Levandowski's 03:14:02 16 laser plan." 16 estimate, right? 17 That was a discussion with 17 MS. DUNN: Objection to form. 18 Mr. Levandowski, right? 18 THE DEPONENT: I assume so. 19 A. I think it's a fair assumption. 19 Q. (By Mr. Verhoeven) Okay. Do you 20 Q. And then it says, 03:11:48 20 remember discussing that Mr. Levandowski's new 03:14:11 21 21 design would be 22 Do you see that? 22 23 A. Yeah. 23 A. I -- I don't remember pricing as it 24 Q. What's that a reference to? 24 related to a new design, but I do remember 25 A. Sounds like something to do with lasers. 03:11:59 25 understanding that, over time, the price of those 03:14:29 Page 287 Page 289 73 (Pages 286 - 289) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 75 of 86 ATTORNEYS' EYES ONLY 1 laser units goes down substantially. 2 03:14:30 1 Do you see that? 03:17:35 And my guess is, that's based on design, 2 A. I do. 3 but also manufacturing methods, supply chain 3 Q. And the next bit of text is two lines, is 4 volume, and -- and things like that. 5 Q. Do you see -- actually, in the interest 4 your comment, correct? 03:14:47 6 of time, I won't ask you any more questions on this 7 one. 8 A. Yes. Yeah. Q. And you say, 7 MS. DUNN: I'm just asking to not get 03:17:41 but I get it. Once work is settled down, 8 I will need to have some combos on lasers." 9 ahead of me when I'm -10 5 6 9 MR. VERHOEVEN: Then say it on the 03:15:08 11 record, then. A. Yeah. 10 Q. And that was your comment, right? 11 A. Yeah. Q. So you -- you -- whether you remember it 12 MS. DUNN: I am on the record. 12 13 MR. VERHOEVEN: Okay. 13 now or not, at the time, you did receive this 14 15 THE DEPONENT: Are we done with this one? Q. (By Mr. Verhoeven) Yes, sir. 03:17:54 14 information and did comment on it, correct? 03:15:16 15 A. Yes. 16 Okay. 16 Q. And then you indicate that you need to 03:18:05 17 MR. VERHOEVEN: Mark as Exhibit 386 an 17 have some more conversations on lasers, right? 18 email string bearing Control Numbers Uber 63707 18 19 through 708. 19 Q. Do you remember those conversations? 20 A. I don't think they happened. 21 identification by the court reporter and is 21 Q. Sorry? 22 attached hereto.) 22 A. I don't think they happened. 23 Q. (By Mr. Verhoeven) You ready? 23 Q. Does this refresh your recollection of 24 A. Yes. 24 any discussion you had about 25 Q. The email on the top of the first page 20 (Exhibit 386 was marked for 03:15:25 A. Correct. 03:16:23 25 Page 290 03:18:17 based on Mr. Levandowski's new 03:18:26 Page 292 1 here is an email from yourself to Jeff Holden, 03:16:24 1 design? 03:18:33 2 dated May 16th, 2016, correct? 2 MS. DUNN: Objection to form. 3 A. Yes. 3 THE DEPONENT: Again, I think I generally 4 Q. And then below that is an email dated 4 understood that through scale engineering, through 5 May 13th, 2016, that was sent to you by 03:16:36 5 sort of continuation on design, that the price of 03:18:39 6 Jeff Holden, correct? 6 lasers goes down. 7 A. Yeah. Yeah. 7 But I don't think I ever followed up on 8 Q. And what you say in your response is, 8 this and had these discussions on lasers. 9 "Comments below." 9 Q. (By Ms. Dunn) Okay. My question is, I 10 Do you see that? 03:16:46 10 guess, a legalistic one -03:18:50 11 A. Yep. 11 A. Okay. 12 Q. And so is it correct that, below, you 12 Q. -- but do you know what it means when I 13 have added text where you were commenting on what 13 say "refresh your recollection"? 14 Mr. Holden said, that we find your comments in -14 A. Not really. 15 in the email directly below your email? 03:17:00 15 Q. Okay. What -- what I'm asking, to be 03:18:59 16 A. Yes. 16 more specific, is if by looking at this document, 17 Q. Okay. Direct your attention to the third 17 it triggers something in your memory and you say, 18 paragraph at the bottom? 18 oh, now I remember. 19 A. Okay. 19 A. I -- I remember -- this refreshes my 20 Q. And I believe this is Mr. Holden saying, 03:17:17 20 recollection in that it reminds of the time at 03:19:12 21 "We also discussed the laser plan. 21 which I sent this email and gives me, like, a 22 22 little bit of texture of what was going on at that 23 23 time, like it is -- it is familiar. 24 24 Q. Okay. 25 03:17:34 25 A. Yeah. 03:19:30 Page 291 Page 293 74 (Pages 290 - 293) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 76 of 86 ATTORNEYS' EYES ONLY 1 Q. So, vaguely, you -- this triggers a 03:19:31 1 if there was any other time where anybody outside 2 memory that -- 2 Uber would have been told. I mean, there's 3 3 lawyers, outside lawyers. But that doesn't really A. Yeah. 4 Q. -- you were having this conversation? 5 A. Correct. 4 count. 03:19:36 6 MS. DUNN: Objection to form. 7 THE DEPONENT: It -- I most definitely 5 6 I can't -- I can't think of anything. 03:22:21 Q. (By Mr. Verhoeven) The intention was to 7 keep it private and confidential -- 8 remember -- I remember writing this email. 9 Q. (By Ms. Dunn) Oh, you do? 03:19:48 8 A. Yeah. 9 Q. -- up until the time you announced it 10 A. Yeah. 11 Q. Okay. 11 A. Correct. Yes. 12 A. Yeah. And it's kind of fun to -- like, I 12 Q. Why didn't you tell anybody about it 10 publicly, right? 13 still got it, you know. It's... 14 03:22:27 13 after you signed the merger agreement? Q. Okay. Did you, at any point, ask about 14 15 -- ask to see this new design that was predicted to 03:20:00 16 17 A. Because I think there's still a potential 15 for the -- for the merger to ultimately not happen; 17 it, like, where we're going to merge the entire 18 Q. Was that exciting to you? 18 effort, the whole thing, you shouldn't talk about 19 A. If -- if that could be done, of course, 20 yes. That's interesting. 19 it. 03:20:11 20 So we were in a situation where there was 03:23:02 21 Q. Did you talk to anybody about it? 21 a consulting piece, and then there was a, "okay, we 22 A. I did not. 22 are actually going to put these things together" MR. VERHOEVEN: All right. Let's mark as 23 piece. So... 24 Exhibit 387 an email string bearing Control 24 25 Numbers Uber 64468 through 69. 1 Q. But the merger agreement was where you 03:20:32 25 said you signed on the dotted line that you were Page 294 (Exhibit 387 was marked for 03:20:35 1 going to put these things together, right? 2 identification by the court reporter and is 2 MS. DUNN: Objection to form. 3 attached hereto.) 3 THE DEPONENT: I believe there are 4 4 certain constraints or limitations or -- or Q. (By Mr. Verhoeven) You see this is an 5 email from yourself, dated August 16th, 2016, 03:21:06 6 during the subject line messaging notes? 03:23:13 Page 296 03:23:14 5 criteria by which it wouldn't happen. And that's 03:23:20 6 why you had to go -- well, we just had a period of 7 A. Yeah. 7 time where it was in this middle area, post-signing 8 Q. What did you mean by messaging notes? 8 pre-closing. 9 A. I mean, this -- this is right around the 9 10 announcement, so I -- I don't know what these notes 03:21:22 So until it closed, we didn't want to 10 talk about it. 03:23:37 11 are from, per se, but my guess is, it's about how 11 12 do we want to talk about the effort and the 12 announce these -- these types of transactions upon 13 acquisition. 13 a completion of the merger deal, before the 14 14 closing? MS. DUNN: You need time to read the 15 document. Take your time. 16 17 03:22:44 16 and second is that, until we were ready to announce A. No. 23 03:22:10 03:21:46 THE DEPONENT: Okay. 15 Q. (By Mr. Verhoeven) Don't most companies A. I think most deals -- not all deals. I Q. (By Mr. Verhoeven) When was the first 17 happen. So... 18 time that you let anybody outside of Uber know 18 19 about this deal? 19 happens, right? 20 MS. DUNN: Objection to form. 21 Q. (By Mr. Verhoeven) Was it the 03:21:54 Q. Most of time, that's what -- what 20 MS. DUNN: Objection to form. 21 THE DEPONENT: I'm thinking of 22 announcement? 22 acquisitions we have done -- literally, 23 MS. DUNN: Same objection. 23 acquisitions that Uber has done -- where we 24 THE DEPONENT: I'm -- I'm thinking. I 24 announce post-closing. 25 mean, that was the intention. I am trying to think 03:23:51 16 mean, I have worked on deals where that didn't 03:22:06 25 Page 295 Q. (By Mr. Verhoeven) Which ones? 03:24:01 03:24:09 Page 297 75 (Pages 294 - 297) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 77 of 86 ATTORNEYS' EYES ONLY 1 A. The China deal. 2 Q. Okay. 03:24:09 2 about. He usually -- he's just a more disorganized 1 lot of emails from him. I don't know what that was 3 A. I think we did the same thing with our 3 kind of person. 4 acquisition in Toronto recently. We waited until 4 5 closing. 5 send a lot of emails? 6 03:24:18 Q. And why would you wait till closing Q. So how did he communicate, if he didn't 03:26:54 6 A. Meetings, phone calls. 7 instead of the time of the merger? 7 Q. He didn't like to leave a written record 8 8 of what he was doing, did he? A. Because a lot of times, pre-closing, 9 9 there may be reasons why the -- why the agreement 10 ultimately doesn't -- like, why the merger or the MS. DUNN: Objection to form. 10 MR. CHATTERJEE: Form. 11 acquisition doesn't actually happen. There -- 11 THE DEPONENT: I wouldn't -- I wouldn't 12 there can be criteria, reasons, et cetera, why it 12 characterize it that way at all. 13 doesn't close. 13 14 03:24:27 03:27:08 Q. (By Mr. Verhoeven) So if you look down 14 the page, there's an email from John Krafcik. MR. VERHOEVEN: Okay. Let's mark as 15 Exhibit 388 an email string bearing Control Numbers 15 A. Yeah. 16 Uber 64406 through 407. 16 Q. Who is he? 17 17 A. He's the guy who runs Google's autonomy 03:24:46 (Exhibit 388 was marked for 18 identification by the court reporter and is 03:27:20 18 effort. 19 Q. The CEO of Waymo today, right? 20 A. Correct. 21 an email from Emil Michael, dated August 19th, 21 Q. And it's from Mr. Krafcik to Mr. Michael, 22 2016, to Mr. Levandowski and yourself, correct? 22 correct? 23 23 19 attached hereto.) 20 Q. (By Mr. Verhoeven) So the top email is 03:25:18 A. Sorry. I was reading this email. Can 24 you say that again. 25 Q. Okay. The top email -- 03:25:38 1 A. Yeah. 03:25:41 2 Q. -- is an email from Mr. Michael, dated 3 August 19th, 2016 -4 A. Yeah. 5 Q. -- to Anthony Levandowski and yourself, 03:25:46 6 correct? 7 A. Yeah. Q. And I notice the email address for 9 Anthony Levandowski is not an Uber email address; 10 it's an Otto email address; is that right? 03:25:58 11 A. Yeah. 12 Q. So did Mr. Levandowski work -- still work 13 in August from his Otto email account? 14 A. A lot of times when you're sending 15 emails, it just pops up the one you are used to 03:26:12 16 sending it to. I assume that all these got merged 17 onto the same system, ultimately. 18 Q. Do you have any recollection of him not 19 wanting to use the Uber email account? 20 A. Post-acquisition, no. 21 Q. Do you have -- 22 A. Let's call it post-closing, for sure. 23 Q. Do you have any recollection of not 03:26:31 24 liking to send emails? 25 A. Not really. I don't -- I didn't see a 03:26:40 03:27:38 A. Yeah. 24 Q. This email was forwarded to you, correct? 25 A. It looks like it, yes. Page 298 8 03:26:42 03:27:48 Page 300 1 Q. And it characterizes a meeting that 03:27:49 2 Mr. Krafcik had with Mr. Michael, right? Or, I 3 apologize, a call that Mr. Michael had with 4 Mr. Krafcik, correct? 5 A. Hold on. Let me just read this. 03:28:00 6 Yeah, appears to be so, yeah. 7 Q. Okay. And in his summary of this 8 telephone call, Mr. Michael says, "Only one 9 thing" -- I am sorry. I mischaracterized it. 10 In this an email from Mr. Krafcik -03:28:38 11 A. Yes. 12 Q. -- to Mr. Michael, one of the things that 13 Mr. Krafcik says is, "The only one thing you said 14 surprised me -- that the auto acquisition was about 15 'assembling talent.'" 03:28:52 16 A. Yeah. 17 Q. Do you see that? 18 A. I sure do. 19 Q. And then in the email that Mr. Michael 20 forwards to you -03:29:00 21 A. Yeah. 22 Q. -- he says, "You guys will love this 23 S word..." 24 Do you see that? 25 A. Yes, I do. 03:29:11 Page 299 Page 301 76 (Pages 298 - 301) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 78 of 86 ATTORNEYS' EYES ONLY 1 Q. What did he mean? 03:29:11 2 MS. DUNN: Objection to form. 3 MR. CHATTERJEE: Form. 4 Q. (By Mr. Verhoeven) Did you understand 5 this when you received it? 03:29:15 6 A. Yes. 7 Q. Okay. What was your understanding? 8 A. John was -- John was upset about the deal 9 and pretending like he wasn't. 10 Q. What do you mean by that? 03:29:37 11 A. Well, he's trying to -- he's talking 12 trash on the people that were part of the deal, 13 that were his own employees not too long before. 14 Q. Okay. 15 A. And, like, if he wasn't upset about the 03:29:45 16 deal -- sorry, if it wasn't upset about the talent, 17 it's very strange that two or three months later, 18 that they would sue in arbitration for us 19 assembling that talent. 20 Q. Why would he try to pretend he's not 03:29:58 21 upset? 22 A. Maybe because he's insecure. 23 Q. That's you speculating? 24 A. Probably. 25 MS. DUNN: Objection to form. 03:30:10 1 Q. Okay. But you were laughing because you 03:31:11 2 know they were very good, right? 3 A. Well, I feel like they were, yeah. 4 Q. Okay. Was there a meeting in July or 5 August of 2016 that you recall with Mr. Krafcik? 6 03:31:36 A. I don't remember the date. I do remember 7 a meeting in Mountain View with Krafcik, Drummond, 8 David Drummond, as well as -- I think Emil was 9 there, too. 10 Q. Okay. 11 A. I think so. I don't know for sure, but I 03:31:56 12 think he was. 13 Q. Anyone else you remember at the meeting? 14 A. No. 15 Q. Okay. What was the purpose of the 03:32:03 16 meeting? 17 A. To see if we could put a partnership 18 together. 19 Q. I am sorry, what was -- what date do you 20 remember it being? 21 A. I don't remember. 22 Q. Was it in 2016? 23 A. Yes. 03:32:11 24 Q. Okay. And what happened at the meeting? 25 A. I think there was a lot of small talk. 03:32:24 Page 302 1 Q. (By Mr. Verhoeven) Do you have any 03:30:10 Page 304 1 It was our -- I think it was the first time we were 03:32:26 2 discussions with Mr. Michael about -- about this 2 meeting Krafcik. He gave us a tour of the -- some 3 telephone call? 3 of the facility, and then we spent the conversation 4 A. I don't remember specific discussion, but 5 I did enjoy this email. 4 with us talking -- you know, myself and Emil 03:30:20 5 talking about our ideas for how we could partner. 6 Q. You enjoyed it? 6 7 A. It's strange for a leader to talk trash 7 engaging in the -- in the conversation. And Krafcik really sort of not deeply 8 on the people that he hired just because they leave 8 Q. He wasn't interested? 9 and work somewhere else. 9 A. It didn't -- 10 Q. Where is he talking trash? 03:30:33 11 A. He basically said, "Only one thing you 10 MS. DUNN: Objection to form. 11 THE DEPONENT: It didn't seem that he 12 said surprised me, that the auto acquisition was 12 was. 13 about assembling talent." 13 14 14 anything specific that he said? He said he knows the CV's and the 03:32:44 03:32:59 Q. (By Mr. Verhoeven) Do you remember 15 pedigrees of all the folks that came from his team. 03:30:45 15 16 And it's like he's literally talking trash about 16 in a business deal whether somebody is interested 17 the people that used to work for him -- 17 or not, sometimes they say, oh, that's -- that's 18 Q. And -- 18 interesting. Let me get back to you. That may not 19 A. -- saying that they are -- they are not 19 mean they are interested. 20 that good. 03:30:56 20 A. No, it was just like, you know, you know 03:33:04 Q. Were you making a pitch to partner with 21 Q. And you knew they were good? 21 them? 22 A. Well, I certainly felt that they were. 22 A. I was constantly making a pitch to 23 They don't -- I mean, I am not in the details to 23 partner with them. 24 work with all these individuals, it's just -- it's 24 25 kind of a lowbrow thing to do. 03:31:06 03:33:18 Q. Okay. Did Mr. Drummond say anything at 25 the meeting? Page 303 03:33:27 Page 305 77 (Pages 302 - 305) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 79 of 86 ATTORNEYS' EYES ONLY 1 there's a big space, and then there's a seventh 03:48:02 2 that says, "TK questions." 3 A. Yeah. 3 Q. Do you remember anything he said? 4 Q. Do you see that? 4 A. No. 5 A. Yeah. 03:48:10 5 Q. Okay. Can we pause for a second and get 03:33:41 6 Q. Well, before I get -- before I get into 6 a time? 7 the specifics, who was -- who were members of the 7 THE VIDEOGRAPHER: Yes. Going off the 8 Birdhouse group? 8 record. The time is 3:33. 9 A. And, again, it depends on the timing, 9 (Recess taken.) 03:48:24 10 THE VIDEOGRAPHER: Okay. This marks the 03:45:22 10 like -- but the latest Birdhouse would be -- the 11 latest -- the latest Birdhouse meeting would be the 11 beginning of DVD No. 4 in the deposition of 12 leads in autonomy. So the overall leads for the 12 Travis Kalanick. Going back on the record. The 13 effort. 13 time is 3:45. 14 When it first started, it was about 14 MR. VERHOEVEN: Let's mark as Exhibit 389 15 a document bearing Control Number Uber 76770. 03:45:38 15 hard -- the sort of hardware team, and the -- like, 03:48:46 16 one guy from hardware -- well, not even that. One 16 (Exhibit 389 was marked for 17 guy from the -- two guys from business development 17 identification by the court reporter and is 18 who are dealing with the auto manufacturers, one 18 attached hereto.) 19 guy from safety, myself and maybe one or two other 19 Q. (By Mr. Verhoeven) Do you see that you 20 people. 03:49:18 20 are referenced in this document, TK says, TK 03:46:10 21 21 question? 22 This is sort of in 22 A. Yeah. 23 the middle of the timeline of where we started to 23 Q. What -- what does Birdhouse LiDAR 24 where we ended up, so that's why I'm a little bit 24 discussion refer to? 25 not totally sure. 03:49:28 25 A. Birdhouse started out as, like, a regular 03:46:24 1 A. Little bit, but, you know, David is well 03:33:28 2 known for saying very little. Page 306 1 meeting that we had about 2 03:46:33 . And, over time, it 1 Again, the end would be the leads for -- 3 that directly report to Anthony; I am not sure where this is in that 4 5 timeline, but that was generally what Birdhouse was 03:46:54 5 03:49:44 6 about. 6 7 Q. Well, the date is -- 7 says, 8 A. Yeah, I see the date. I just -Q. I was just going to say, the date is Q. Okay. Looking at the second bullet, it 8 9 apologize. Go ahead. I'm sorry. 10 9 03:47:04 10 Do you see that? A. Yes, I do. 03:50:09 11 September 19th, 2016; is that how you read that? 11 Q. What does that mean? 12 A. Yes. Yeah. 12 A. I think what it means is that we -- 13 Q. Go ahead. If you want to finish, go 13 14 ahead. 15 A. Yeah, I just don't know where that sits 14 03:47:12 16 in terms of how Birdhouse 17 -- to 15 03:50:32 16 Q. What is T1 and T2? 17 A. This is tier 1 and tier 2. 18 a general review of autonomy and how we were doing, 18 Q. I see. 19 if there was a transition, sort of a general, slow 19 20 transition to the latter. I am not sure where 03:49:30 2 for the autonomy effort, meaning all the people 3 became our regular update on what's going on. 4 Page 308 03:47:30 20 bullet down says, 21 September 19th was in that -- in that. 21 22 22 Q. I am not going to ask you about all the And then the one, two, three, four, fifth 03:50:44 Do you see that? 23 TK references, just -- just a couple. 23 A. Yeah. 24 A. Uh-huh. 24 Q. What's your -- what's your understanding 25 Q. So there's six solid flush-left bullets, 03:47:57 25 of that bullet? Page 307 03:50:57 Page 309 78 (Pages 306 - 309) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 80 of 86 ATTORNEYS' EYES ONLY 1 A. It sounds like he wants to make lasers. 03:51:05 2 Q. Okay. And then the bullet says, "auto 3 timing"? 4 A. Yeah. 5 Q. And does -- there's a bunch of 03:51:11 6 sub-bullets? 7 A. Yeah. 8 Q. Second-to-the-bottom sub-bullet says, 9 "Using fiber lasers." 10 Do you see that? 03:51:21 11 A. I do. 12 Q. Is this a ref-- -- what is this a 13 reference to? 14 A. That, I don't know. I don't know what -15 I just don't know -- I can't get to that level of 03:51:28 16 specificity on the technology. 17 Q. Have you ever heard of a spider design? 18 A. Yes, I have. 19 Q. Okay. What did you hear about that? 20 MS. DUNN: Objection to form. 03:51:43 21 THE DEPONENT: The first time I heard 22 about it was in one of your filings. 23 Q. (By Mr. Verhoeven) Okay. Same -- same 24 question with Fuji design? 25 A. Yeah, so Fuji was our own design, if I 03:51:52 1 2 A. Yeah. Yup. 03:54:14 MS. DUNN: Can we pause for a second? In 3 looking at this document, I am not entirely sure. 4 MR. VERHOEVEN: Let's go off. 5 MS. DUNN: Yeah, I would like to go off 03:54:22 6 the record. 7 MR. VERHOEVEN: Let's go off the record. 8 We are not using my time. 9 THE VIDEOGRAPHER: Going off the record. 10 The time is 3:54. 03:54:28 11 (Recess taken.) 12 THE VIDEOGRAPHER: We are back on the 13 record at 3:57. 14 MS. DUNN: Uber's position on Exhibit 390 15 is that it has been inadvertently produced, and our 03:58:13 16 position is that we are going to claw this 17 exhibit back. 18 MR. VERHOEVEN: We object to that, but, 19 obviously, you have a right to claw it back. 20 21 MS. DUNN: Thanks. 03:58:29 Q. (By Mr. Verhoeven) Was there a period of 22 time in which Mr. Drummond was on the Uber board? 23 And did there come a time when Uber shut him out 24 from the board? 25 MR. CHATTERJEE: Object to form. 03:58:54 Page 312 Page 310 1 remember correctly. 2 03:51:55 1 Q. And what was the first time you heard the THE DEPONENT: Yes. 03:58:56 2 Q. (By Mr. Verhoeven) When did that happen? 3 phrase "Fuji design"? 3 A. I would characterize it as asking him to 4 4 recuse himself from board meetings. Let's put it A. I can't say for sure it was in your 5 filing. I can't say for sure. I spent a lot more 03:52:05 5 that way. 03:59:01 6 time reading that term once your filing came out. 6 Q. Okay. When did that first happen? 7 So -- but I understand it to generally be our 7 A. My recollection is, that happened around 8 effort to make our own lasers. 8 October of 2014. 9 9 Q. Did you have any involvement in a 10 decision to -- for Uber to switch from pursuing 03:52:31 10 Q. '14? A. Yup. Yup. I think so. There's a 03:59:14 11 this spider design and transition to using a Fuji 11 point -- 12 design? 12 Q. I am sorry. Go ahead. 13 A. No. 13 A. There's a point he formally resigned from 14 Q. Did anyone ever talk to you about it? 14 the board, and that is different when he stopped 15 A. Not that I know of. 15 attending board meetings. 16 03:52:49 MR. VERHOEVEN: Let's mark as Exhibit 390 16 03:59:36 Q. Okay. And what -- on what occasions did 17 an email dated January 18th, 2017, from Mr. -- from 17 you exclude him from board meetings before he 18 Travis to Travis Kalanick. And it bears Control 18 resigned? 19 Numbers Uber 651, 67. 19 MS. DUNN: Objection to form. 20 THE DEPONENT: I think it was a mutual 20 (Exhibit 390 was marked for 03:53:31 21 identification by the court reporter and is 21 understanding that he probably shouldn't attend. 22 attached hereto.) 22 23 23 certain subject matter was discussed? Q. (By Mr. Verhoeven) Do you see there's an 24 email below from Salle to Anthony. 25 Do you see that? 03:54:11 03:59:47 Q. (By Mr. Verhoeven) Any or just when a 24 A. Any. 25 Q. Okay. So around the date you gave in Page 311 03:59:57 Page 313 79 (Pages 310 - 313) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 81 of 86 ATTORNEYS' EYES ONLY 1 2014, from then on, you didn't attend any board 04:00:01 1 A. I can't remember if there was a phone 04:02:33 2 meetings? 2 call or not. I don't remember. He either called 3 A. Correct. 3 me, or Emil. I can't remember each one. It may 4 Q. Okay. Do you remember any discussions 4 have been -- you know what, it was me. Yup. There 5 with him about the decision that he shouldn't 04:00:09 6 attend any board meetings? 5 was a phone. I think he called -- either he called 7 A. I do. 7 Q. Okay. And when was that? 8 Q. Okay. What did you say to him? What did 8 A. I don't remember. There's probably three 9 he say to you? 10 04:02:46 6 me, or we arranged a time to talk on the phone. 9 or four ways to find out. I don't remember the A. He said that Google is intending to 04:00:20 10 exact date. 04:03:01 11 compete with Uber in the ridesharing space. And 11 12 that the efforts were substantive enough and 12 say to him? 13 serious enough that he felt compelled to tell us 13 MS. DUNN: Objection to form. 14 THE DEPONENT: He said, look, whether 14 that that was happening. 15 Q. Okay. Did he do that orally or in 04:00:45 Q. What did he say to you, and what did you 15 it's some kind of conflict or -- he just felt -- 04:03:05 16 writing? 16 his -- his approach for the entire -- his and my 17 A. That was orally. 17 approach were very similar in the period 18 Q. Okay. And who was present when he said 18 following -- 19 that? 19 04:00:55 Q. (By Mr. Verhoeven) Go ahead. I am 20 A. Just me. 20 sorry. 21 Q. All right. And what did you say to him? 21 22 A. I -- I think I expressed disappointment. 22 approach were similar in the time period following 23 Q. I thought I saw you smile a little bit. 23 where he let me know that he was competing. We 24 Did you say something? 25 24 both were trying to find a way for Uber and Google A. No. No. I was -- it was -- that was not 1 a smile. 2 04:01:05 25 to partner autonomy and ridesharing together, like Page 314 04:01:07 1 some way to partner together. Q. Okay. What did you say? How did you 2 3 express your disappointment? 4 04:03:28 A. Yeah, no, it's okay. His approach and my 04:03:50 He was a big believer it was the right 3 thing. I was a big believer it was the right A. My face looked sullen. And just how does 4 thing. I could get my company behind that. But 5 somebody express disappointment? They are just 04:01:24 6 like, I'm really sorry to hear that. And that's 5 David couldn't get -- couldn't get, you know, Larry 7 behind that notion. 8 but I remember feeling disappointed a little bit, a 8 Q. Do you remember anything more specific -- 9 little burned by the relationship. And it was just 9 A. No. 10 generally unfortunate. 04:01:39 Q. Do you remember anything else you or he 10 Q. -- with that discussion? 11 A. Oh, what the -- 04:04:28 12 said during that conversation? 12 Q. What happened on the phone call. 13 A. Not really. 13 A. Yeah. So -- sorry, I lost myself. I 14 Q. Did the discussion of his attendance at 14 remembered that beforehand. 15 board meetings come up in that discussion? 16 04:01:50 A. It may have, but I don't remember 15 Q. So that was before the phone call? 16 A. That was before. So that's context for 17 specifically. 17 what leads up to that phone call. 18 Q. And this conversation, when Mr. Drummond 04:04:37 18 Q. Okay. 19 told you that, can you pinpoint when that occurs as 19 A. And I think his overall communication was 20 best you can? 20 that we had just gotten to a point where maybe 21 04:02:03 A. It was in October 2014, just following a 04:04:46 21 there's just no way for us to partner, and the fact 22 board meeting. 22 that he -- it doesn't look good that we are -- 23 23 Q. Keep going. 24 A. It doesn't look good that we're competing Q. Okay. Did you have any discussions with 24 Mr. Drummond in relation to his decision to resign 25 from the board? 04:03:59 6 and other folks and just Google, essentially, 7 unfortunate. And I don't remember my exact words, 11 04:03:44 Page 316 04:02:24 25 while he's also on the board. Page 315 04:05:00 Page 317 80 (Pages 314 - 317) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 82 of 86 ATTORNEYS' EYES ONLY 1 Q. I was doing two things at once. I didn't 04:05:06 2 mean to -3 A. No, that's okay. 4 Q. Just trying to speed things up. 5 A. That's all right. 6 Q. In connection with your departure from 04:05:11 7 the position of CEO of Uber -8 A. Yeah. 9 Q. -- did the discussion -- was there any 10 discussion of the Waymo lawsuit? 04:05:25 11 MS. DUNN: Objection to form. 12 THE DEPONENT: There was not a discussion 13 of the Waymo lawsuit when I resigned, no. 14 Q. (By Mr. Verhoeven) Okay. 15 04:05:41 16 17 18 MS. DUNN: Objection to form. 19 THE DEPONENT: 20 Q. (By Mr. Verhoeven) 21 A. 04:05:51 22 23 24 25 ///// 1 A. I believe so. I mean, I would have to 04:07:24 2 read the whole thing compared to what I have -3 Q. Well, take your time. 4 A. -- but it looks approximately the same. 5 Q. Take your time. 04:07:29 6 A. Okay. Let me just read it real quick. 7 Okay. 8 Q. Just one second. 9 A. Okay. 10 Q. Okay. Do you need the question again? 04:08:44 11 A. Yeah. 12 Q. 13 14 15 Do you remember that testimony? 04:08:59 16 MS. DUNN: Objection to form. 17 THE DEPONENT: I do. 18 Q. (By Mr. Verhoeven) And you referred to a 19 letter. 20 Do you remember that? 04:09:05 21 A. Yes. 22 Q. Is this the letter? 23 A. Yes. 24 Q. Okay. Do you need to take a minute? 25 A. No, let's keep going. 04:09:14 Page 318 1 (Exhibit 391 was marked for 04:06:05 Page 320 1 Q. And do you recall any -- not everything 04:09:15 2 identification by the court reporter and is 2 there, but just the Waymo lawsuit. Do you remember 3 attached hereto.) 3 any discussion you had with this decision on the 4 MR. VERHOEVEN: Okay. Let's mark as 4 subject of the Waymo lawsuit beyond this letter? 5 Exhibit 391 an email dated June 20th, 2017, bearing 04:06:10 5 A. There was none. 6 Control Numbers Uber 99109 through 9910. 6 Q. Okay. In October of 2016, do you 7 7 remember having a discussion with Mr. Larry Page? MS. DUNN: Pursuant to the Court's order 8 on the motion in limine, I'm going to instruct the 8 9 witness he can answer questions about this, to the 9 10 extent that the questions have to do with this 04:06:47 10 04:09:39 A. Yes. Yes. Q. Okay. Did you call him? A. I think he called me. 04:09:58 11 lawsuit. 11 Q. Did you -- did you ask him to call you? 12 MR. VERHOEVEN: Okay. 12 A. Yes, that's -- I did. That's usually how 13 MS. DUNN: Thanks. 13 it works with him, I think. 14 MR. VERHOEVEN: We object to that. I'm 14 15 not sure we will have a problem, but we object to 04:06:58 Q. Okay. Did you tell him you wanted to 15 talk about his interest in flying -- what was it -- 04:10:07 16 that. I certainly don't recall any instruction 16 flying -- what -- what did you tell him you wanted 17 from the judge on that. 17 to talk about? 18 18 A. I wanted to talk him about flying cars. 19 Q. That's it. Q. (By Mr. Verhoeven) So is this the letter 19 that you are referring to? 20 A. How could you forget that? 21 that's the way it was produced by your counsel. 20 I apologize that it's hardly legible, but 04:07:12 21 Q. I didn't know the right name for it. I 04:10:25 22 A. This looks like it, yeah. 22 was going to say flying cars, but I thought that 23 Q. Well, I need to know, yes or no. 23 would be too simplistic. 24 A. Yes. Yes. 24 25 Q. This is the letter you were referring to? A. We call them -- what's the other word for 04:07:23 25 it -- oh, yeah, VTOL, vertical takeoff and landing. Page 319 04:10:39 Page 321 81 (Pages 318 - 321) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 83 of 86 ATTORNEYS' EYES ONLY 1 Q. And -- and so a call happened in October 04:10:45 1 Q. A disagreement? 04:13:04 2 of 2016? 2 A. -- a -3 A. Yes. 3 MS. DUNN: Objection to form. 4 Q. Okay. Was there any discussion on that 4 THE DEPONENT: It was like we were 5 call about driverless cars? 04:10:55 5 having -- it was -- I felt like he wasn't -- we 04:13:09 6 A. I definitely -- I mean, for me, it was -6 didn't understand each other. It was just strange. 7 it was starting with flying cars, but also talking 7 Because he -- I was trying to tell him, like, just 8 about -8 because we have hired his people, we haven't taken 9 Q. Sure. 9 his IP. And he kept not understanding that, but 10 A. -- hey, is there a potential partner -04:11:12 10 not explaining himself either. He wasn't getting 04:13:2 11 is there a potential partner together. Those are 11 into details or in any way sort of helping me 12 two big things I wanted to speak about. 12 understand his issue. 13 So, yes, partnering on driverless cars, 13 Q. (By Mr. Verhoeven) Did you say you would 14 sorry. 14 look into it? 15 Q. Okay. 04:11:21 15 A. I told him, we will open up our facility 04:13:39 16 A. Yeah. 16 if you think we have taken IP. Like, come take a 17 Q. So what did you say to him about 17 look. We will have your people take a look. We 18 partnering on -- in this conversation -18 will dig deep and make sure. But we were very 19 A. Yeah. 19 confident about the process of acquisition and the 20 Q. -- about partnering on driverless cars? 04:11:26 20 process we have in hiring people. 04:13:54 21 A. I don't remember the specific details, 21 Q. Do you remember saying that to Mr. Page? 22 but I -- was very similar to all the considerations 22 A. I do. 23 I have had over the years, which is: You guys 23 Q. Okay. And what did he say in response? 24 have -- you guys have been working on this quite a 24 A. He -- he kind of just kept repeating the 25 while. You have great expertise. We have 04:11:43 25 same thing. This is what I remember. I don't 04:14:06 Page 322 1 developing expertise, but we haven't been in this 04:11:46 2 industry as long. We certainly have a lot of 3 ridesharing things going on. There could be a 4 really interesting -- interesting potential in 5 partnering those two efforts. 6 04:11:58 Q. And what did he say on that subject in 7 response to you during that call? 8 A. He said, still not very interested. And 9 maybe we can talk about that again in the new year. 10 Q. Did he say anything else that you can 04:12:12 11 recall on the subject? 12 A. On -- on the partnering subject? 13 Q. Yes, or the subject of driverless car 14 technology. 15 A. He -- he was -- he was upset about what 04:12:22 16 he -- what he kept talking about was us taking his 17 IP. 18 Q. So what did he say about that? 19 A. He kept saying that he -- that -- that we 20 have taken his IP. And I kept responding and 04:12:45 21 telling him that hiring his people is not taking 22 his IP. 23 Q. And what did he say in response to you 24 when you said that? 25 A. It was like we were having -- 04:12:59 Page 324 1 remember the specific words, but it was -- it felt 04:14:07 2 like he was repeating the same thing over and over 3 again. 4 Q. So you don't remember beyond that what he 5 said? 04:14:14 6 A. No. 7 Q. Do you remember anything else during that 8 conversation on the subject of driverless cars 9 beyond what you already testified to? 10 A. I don't remember anything else. 04:14:26 11 MR. VERHOEVEN: All right. I have no 12 further questions at this time. 13 Oh. Sorry. I have a couple more 14 questions. 15 THE DEPONENT: Okay. 04:14:36 16 MR. VERHOEVEN: Won't be long. 17 (Discussion off the stenographic record.) 18 Q. (By Mr. Verhoeven) What did you do to 19 get prepared for today? 20 A. Spent a lot of hours sort of -- spent a 04:14:49 21 lot of hours just trying to understand what a 22 deposition is about, try to understand how I should 23 approach this, generally. 24 Q. Did you meet with people? 25 A. Yeah. 04:15:07 Page 323 Page 325 82 (Pages 322 - 325) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 84 of 86 ATTORNEYS' EYES ONLY 1 Q. Other than attorneys, did you ever 04:15:09 1 MS. DUNN: Okay. Great. Thank you. 04:17:27 2 have -- in preparation for this deposition, did you 2 Charlie. 3 have conversations with non-attorneys? 3 MR. VERHOEVEN: Nothing further. 4 A. No. 4 THE VIDEOGRAPHER: This marks the end of 5 Q. When did you meet with the attorneys? 04:15:18 5 DVD No. 4 in the deposition of Travis Kalanick. We 04:17:34 6 A. Some on Monday; some on Tuesday; some on 6 are going off the record. The time is 4:17. 7 Wednesday. 7 (Recess taken.) 8 Q. So you prepped for three days? 8 THE VIDEOGRAPHER: Six hours and 15 9 A. I did some amount of time on each of 9 minutes. So 45 minutes left. 10 those days, yes. 04:15:30 10 MS. DUNN: Forty-five minutes left. 04:19:03 11 Q. Can you give some sense of how much you 11 Thank you. 12 spent on each day? 12 (TIME NOTED: 4:19 p.m.) 13 A. It was sort of like it ranged from four 13 14 to eight hours. 14 15 Q. Okay. 04:15:50 15 16 A. On each day. 16 TRAVIS KALANICK 17 Q. On each day. 17 18 What is that, 12 to -18 19 A. Yeah, it wasn't 24. Because it was 19 20 like -- I think it may have been like four hours on 04:15:5620 21 the shortest day and eight hours on the longest. 21 22 Q. Okay. 22 23 A. And -- and one more thing on this, just 23 24 to be clear, is like there -- that wasn't like a 24 25 straight eight hours. So, like, some of that time, 04:16:13 25 Page 326 1 I'd just go work and then come back in. It wasn't 04:16:15 2 straight. But it was back and forth during that 3 time period. 4 Q. Okay. Did you do any prep for this 5 deposition before that week? 6 A. No. 7 Q. Okay. 8 04:16:29 MR. VERHOEVEN: At this time, I have no 9 further questions. I have to say some things on 10 the record, though. 11 04:16:35 So we reserve this time to ask further 12 questions at a later time because there's privilege 13 fights that have not been resolved yet; document 14 production has not been completed; the text issue 15 is still being worked on. 16 04:16:56 And just for the record, we disagree that 17 we are limited to an aggregate of seven hours. We 18 can deal with that later; but, for the record, we 19 disagree with that. 20 MS. DUNN: For the record, our position 04:17:16 21 is you are limited to seven hours. And we will 22 just ask how much time has been reserved within Page 328 1 I, Rebecca L. Romano, a Certified Shorthand 2 Reporter of the State of California, do hereby 3 certify: 4 That the foregoing proceedings were taken 5 before me at the time and place herein set forth; 6 that any witnesses in the foregoing proceedings, 7 prior to testifying, were administered an oath; 8 that a record of the proceedings was made by me 9 using machine shorthand which was thereafter 10 transcribed under my direction; that the foregoing 11 transcript is true record of the testimony given. 12 Further, that if the foregoing pertains to the 13 original transcript of a deposition in a Federal 14 Case, before completion of the proceedings, review 15 of the transcript [ ] was [x] was not requested. 16 I further certify I am neither financially 17 interested in the action nor a relative or employee 18 of any attorney or any party to this action. 19 IN WITNESS WHEREOF, I have this date 20 subscribed my name. 21 Dated: July 28, 2017 22 23 23 that seven, so... 24 24 25 THE VIDEOGRAPHER: Once I am done, I will 25 give you the tally. 04:17:26 Rebecca L. Romano, RPR, CSR. No 12546 Page 327 Page 329 83 (Pages 326 - 329) Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 85 of 86 Federal Rules of Civil Procedure Rule 30 (e) Review By the Witness; Changes. (1) Review; Statement of Changes. On request by the deponent or a party before the deposition is completed, the deponent must be allowed 30 days after being notified by the officer that the transcript or recording is available in which: (A) to review the transcript or recording; and (B) if there are changes in form or substance, to sign a statement listing the changes and the reasons for making them. (2) Changes Indicated in the Officer's Certificate. The officer must note in the certificate prescribed by Rule 30(f)(1) whether a review was requested and, if so, must attach any changes the deponent makes during the 30-day period. DISCLAIMER: THE FOREGOING FEDERAL PROCEDURE RULES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. 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