Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 1 of 220 EXHIBIT 1 REDACTED VERSION OF DOCUMENT(S) SOUGHT TO BE SEALED Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 2 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 UNITED STATES DISTRICT COURT 2 NORTHERN DISTRICT OF CALIFORNIA 3 SAN FRANCISCO DIVISION 4 5 WAYMO LLC, 6 Plaintiff, 7 vs. 8 UBER TECHNOLOGIES, INC.; 9 OTTOMOTTO LLC; OTTO TRUCKING, 10 No. 3:17-cv-00939-WHA INC., 11 Defendants. _____________________________/ 12 13 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 14 15 VIDEOTAPED DEPOSITION OF LARRY PAGE 16 PALO ALTO, CALIFORNIA 17 MONDAY, JULY 17, 2017 18 19 20 21 BY: ANDREA M. IGNACIO, CSR, RPR, CRR, CCRR, CLR ~ 22 CSR LICENSE NO. 9830 23 JOB NO. 2658732 24 25 PAGES 1 - 219 Page 1 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 3 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 UNITED STATES DISTRICT COURT 2 NORTHERN DISTRICT OF CALIFORNIA 3 SAN FRANCISCO DIVISION 4 5 WAYMO LLC, 6 Plaintiff, 7 vs. 8 UBER TECHNOLOGIES, INC.; 9 OTTOMOTTO LLC; OTTO TRUCKING, 10 11 12 No. 3:17-cv-00939-WHA INC., Defendants. _____________________________/ 13 14 15 Videotaped Deposition of Larry Page, taken 16 on behalf of the Defendants, on July 17, 2017, at 17 Wilson Sonsini Goodrich & Rosati, 601 California 18 Avenue, Palo Alto, California, beginning 19 12:06 a.m., and commencing at 4:54 p.m., Pursuant 20 to Notice, and before me, ANDREA M. IGNACIO, CSR, 21 RPR, CRR, CLR ~ License No. 9830. 22 23 24 25 Page 2 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 4 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A P P E A R A N C E S: 2 3 FOR THE PLAINTIFFS: 4 5 QUINN EMANUEL URQUHART & SULLIVAN LLP 6 By: 7 JEFFREY W. NARDINELLI, Esq. DAVID PERLSON, Esq. 8 50 California Street, Suite 2200 9 San Francisco, California 94111 10 Phone: 415.875.6600 11 david.perlson@quinnemanuel.com 12 jeffnardinelli@quinnemanuel.com 13 14 FOR THE DEFENDANTS UBER TECHNOLOGIES INC.: 15 16 MORRISON & FOERSTER LLP 17 By: 18 425 Market Street 19 San Francisco, California 94105-2482 20 Phone: 21 agonzalez@mofo.com ARTURO GONZALEZ, Esq. 415.268.7562 22 23 24 25 Page 3 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 5 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A P P E A R A N C E S: (Cont.) 2 3 FOR THE DEFENDANTS UBER TECHNOLOGIES INC.: 4 5 BOIES SCHILLER FLEXNER LLP 6 By: 7 1401 New York Avenue, NW 8 Washington, D.C. 20005 9 Phone: 10 CAIN NORRIS, Esq. 202.274.1135 cnorris@bsfllp.com 11 12 FOR THE DEFENDANTS OTTO TRUCKING, INC.: 13 14 GOODWIN & PROCTER LLP 15 By: 16 155 Commonwealth Drive 17 Menlo Park, California 94025 18 Phone: 19 nchatterjee@goodwinlaw.com I. NEEL CHATTERJEE, Esq. 650.752.3256 20 21 22 23 24 25 Page 4 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 6 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A P P E A R A N C E S: (Cont.) 2 3 FOR ALPHABET AND THE WITNESS: 4 5 KEKER VAN NEST & PETERS 6 By: 7 ROBERT VAN NEST, Esq. JENNIFER HUBER, Esq. 8 633 Battery Street 9 San Francisco, California 94111 10 Phone: 415.391.5400 11 rvannest@keker.com 12 13 ALSO PRESENT: 14 Ramon Perraza, Videographer 15 Nicole T. Bartow, Uber 16 Aaron Bergstrom, Uber 17 Nora Puckett, Alphabet 18 Katherine Oacavera, Alphabet 19 20 21 22 23 24 25 Page 5 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 7 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 I N D E X 2 3 WITNESS: Larry Page 4 EXAMINATION 5 Mr. Rodriguez 6 Mr. Chatterjee PAGE 12, 195 160 7 8 9 E X H I B I T S 10 EXHIBIT 11 Exhibit 1085 PAGE 6-17-15 Project Chauffeur Bonus 12 Statement, Bates 13 WAYMO-UBER-00014504 - '05 14 Exhibit 1086 Dec 2015 Project Chauffeur Bonus 15 Statement, Bates 16 WAYMO-UBER-00013908 17 Exhibit 1087 Project Chauffeur Execution 18 Version, Bates 19 WAYMO-UBER-00026147 - '140 20 Exhibit 1088 compensation, Bates 22 WAYMO-UBER-00026142 - '43 Exhibit 1089 16 64 5-25-11 E-mail, Subject: Chauffeur 21 23 16 7-9-11 E-mail, Subject: Chauffeur 24 +hanke, Bates WAYMO-UBER-00026144 25 - '46 80 90 Page 6 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 8 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 E X H I B I T S (Cont.) EXHIBIT PAGE 3 4 Exhibit 1090 1-27-16 E-mail, Subject: 99 5 Chauffeur; It's time for me to 6 move on, Bates WAYMO-UBER-00011799 7 Exhibit 1091 1-27-16 E-mail, Subject: It's 8 time for me to move on, Bates 9 WAYMO-UBER-00011799 10 Exhibit 1092 3-16-11 E-mail, Subject: Chauffeur 110 11 Quick Sync, Bates 12 WAYMO-UBER-00026141 13 Exhibit 1093 14 1-9-16 E-mail, Subject: Chauffeur WAYMO-UBER-00006311 - '12 Exhibit 1094 1-25-16 E-mail, Subject: 17 Chauffeur: Plan of action for 18 next 342 days, Bates 19 WAYMO-UBER-00011779 20 Exhibit 1095 21 22 113 urgently needed, Bates 15 16 102 122 3-8-16 E-mail, Subject: Anthony, 127 Bates WAYMO-UBER-00022505 Exhibit 1096 4-11-5 E-mail, Subject: Bates WAYMO-UBER-00026174 24 Exhibit 1097 12-6-13 E-mail, Subject: , Bates WAYMO-UBER-00026168 Page 7 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 9 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 E X H I B I T S (Cont.) EXHIBIT PAGE 3 4 Exhibit 1098 5 6 Exhibit 1099 Exhibit 1100 Exhibit 1101 Exhibit 1102 , 157 3-1-15 E-mail, Subject: , 158 9-23-15 Letter Chris Urmson, 163 Bates WAYMO-UBER-00014482 - 88 Exhibit 1103 15 16 3-29-15 E-mail, Subject: Bates WAYMO-UBER-00029352 13 14 151 Bates WAYMO-UBER-00029349 11 12 11-12-14 E-mail, Subject: Update, Bates, WAYMO-UBER-00029346 9 10 148 Bates WAYMO-UBER-00029264 7 8 2-7-14 E-mail, Subject: Catch up, 10-24-14 E-mail, Subject: Anthony, 168 Bates WAYMO-UBER-00009502 Exhibit 1104 3-11-15 E-mail, Subject: , Bates WAYMO-UBER-00026174 18 Exhibit 1105 8-4-15 E-mail, Subject: 19 Confidential, Bates 20 WAYMO-UBER-00006309 21 Exhibit 1106 22 175 1-27-16 E-mail, Subject: Anthony, 180 Bates WAYMO-UBER-00011805 23 Exhibit 1107 2004 Founders' IPO Letter 197 24 Exhibit 1108 1-23-16 E-mail, Subject: Role on 195 25 Chauffeur, Bates WAYMO-UBER-00011773 Page 8 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 10 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 E X H I B I T S (Cont.) EXHIBIT PAGE 3 4 Exhibit 1109 1-13-16 E-mail, Subject: 213 5 Chauffeur 6 needed, Bates WAYMO-UBER-00011746 7 Exhibit 1110 urgently 2-18-16 E-mail, Subject: Chauffeur 8 Plan payments for former employees, 9 Bates WAYMO-UBER-00012019 10 Exhibit 1111 4-1-16 E-mail, Subject: Quick 11 186 185 follow-up, Bates WAYMO-UBER-00012097 12 13 14 15 16 P R E V I O U S L Y M A R K E D E X H I B I T S Exhibit 1031 17 18 19 20 21 22 23 24 25 Page 9 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 11 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 PALO ALTO, CALIFORNIA 10:47 2 MONDAY, JULY 17, 2017 10:49 3 12:06 P.M. 10:49 4 10:49 5 10:49 6 10:49 7 THE VIDEOGRAPHER: Good afternoon. 8 the record at 12:06 p.m. on July 17th, 2017. 9 the videotaped deposition of Mr. Larry Page. 10 We are on 10:54 This is 12:06 My name is Ramon Perraza, here with our court 12:06 11 reporter, Andrea Ignacio. 12 Legal Solutions at the request of counsel for the 12:06 13 defendant. 12:06 14 15 16 We are here from Veritext 12:06 This deposition is being held at Wilson Sonsini in Palo Alto. 12:06 12:06 The caption of this case is Waymo, LLC 17 versus Uber Technologies, Inc., et al. 18 No. 3:17-CV-00939-WHA. 19 12:06 Case 12:06 12:06 12:06 Please note that audio and video recording 12:06 20 will take place unless all parties have agreed to go 12:06 21 off the record. 12:07 22 pick up whispers or private conversations. 23 Microphones are sensitive and may At this time, Counsel, please identify 12:07 12:07 24 yourselves for the record and state whom you 12:07 25 represent. 12:07 Page 10 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 12 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 MR. GONZALEZ: Morrison & Foerster, on behalf of Uber. 3 4 MS. BARTOW: Nicole Bartow, in-house counsel at Uber. 5 6 Arturo Gonzalez from Aaron Bergstrom, in-house counsel at Uber. MR. NORRIS: 8 Flexner, on behalf of Uber. 12 Jennifer Huber, Keker, Van Nest & Peters, on behalf of Alphabet and Mr. Page. MS. PUCKETT: 16 MS. OACAVERA: 17 MR. PERLSON: 20 Jeff Nardinelli of Quinn Emanuel, on behalf of Waymo. Nora Puckett, Alphabet. Katherine Oacavera, Alphabet. David Perlson, Quinn Emanuel, for Waymo. 19 MR. VAN NEST: 12:07 And Bob Van Nest, Keker, THE VIDEOGRAPHER: 22 swear in the witness. 23 /// 24 /// 25 /// 12:07 12:07 12:07 12:07 12:07 12:07 12:07 12:07 Van Nest & Peters, for Alphabet and Mr. Page. 21 12:07 12:07 15 18 Neel Chatterjee, on behalf MR. NARDINELLI: MS. HUBER: 12:07 12:07 of Otto Trucking. 13 14 Ken Norris, Boies, Schiller & MR. CHATTERJEE: 11 12:07 12:07 7 10 12:07 12:07 MR. BERGSTROM: 9 12:07 The court reporter may now 12:07 12:07 12:07 Page 11 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 13 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 LARRY PAGE, 2 having been sworn as a witness 3 by the Certified Shorthand Reporter, 4 testified as follows: 5 6 7 8 9 EXAMINATION BY MR. GONZALEZ: Q Sir, you are one of the founders of Google; correct? 12:08 12:08 10 A Yes. 12:08 11 Q And you're currently the CEO of Alphabet? 12:08 12 A That's correct. 12:08 13 Q Alphabet is the parent company of both Google 12:08 14 and Waymo; is that right? 12:08 15 A That's right. 12:08 16 Q Sir, I'd like to start by asking you some 12:08 17 questions about the bonus that was paid to Anthony 12:08 18 Levandowski. 12:08 19 of $120 million; is that right? 20 21 A He received a bonus that was in excess 12:08 I'm not familiar with the exact amount, but that sounds correct. 12:08 12:08 22 Q You recall it was over 100 million? 12:08 23 A I recall it was large. 12:08 24 Q Did you approve that bonus? 12:08 25 A I was definitely aware of it. I'm not sure 12:08 Page 12 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 14 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 of the process for granting him the bonus. 12:08 2 Q Did you agree with the amount of the bonus? 12:08 3 A There was some process during the 12:08 4 compensation that arrived at that, and I don't think I 12:08 5 participated in that. 12:08 6 Q You did not participate in it? 12:08 7 A I did not participate in the process of that. 12:08 8 Q Who did? 12:08 9 A There was a -- I know there was a, you know, 12:09 10 process by which they decided what the bonus payouts 12:09 11 were. 12:09 12 Q Do you know of anybody in Project Chauffeur 12:09 13 who received a bonus that was higher, greater, than 12:09 14 Anthony Levandowski? 12:09 15 16 17 18 A was I don't recall the amounts, but I think it 12:09 . Q 12:09 Did you think it was appropriate for Mr. Levandowski to receive 12:09 ? 12:09 19 A Not sure I considered that question. 12:09 20 Q Well, thinking back on it today, do you think 12:09 it's appropriate for Mr. Levandowski to have received 12:09 21 22 23 ? A 12:09 I think that we did -- we built a program 12:09 24 that generated a lot of success for the Chauffeur 12:09 25 program that was start-up-like, and I think we got -- 12:09 Page 13 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 15 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 3 we got a good -- good outcome of that. Q 12:09 Do you believe that Mr. Levandowski 12:09 contributed to the positive outcome? 12:09 4 A I'm still learning about that, I feel. 12:10 5 Q You said that it was start-up-like. 12:10 By that, do you mean that the bonus system 12:10 6 7 was set up in order to encourage employees to stay as 12:10 8 though it were a start-up? 12:10 9 A I don't think that was the main point of it, 12:10 10 I think, in my mind. Really, to incentivize really 12:10 11 good outcomes, and really focus on achieving those 12:10 12 outcomes. 12:10 13 Q 12:10 Do you recall that there was concern that, 14 without a bonus program, some of the Project Chauffeur 12:10 15 people would leave and set up their own start-up? 12:10 16 A I don't recall that exact concern. But, in 12:10 17 any effort, retention is always something that you 12:10 18 would focus on. 12:10 19 20 Q At Google, do you have something that you call autonomous units? 12:10 12:10 21 A I think at some points we did. 12:10 22 Q And autonomous -- 12:10 23 A That's not -- that's not typically what we 12:10 24 25 would do today, I think. Q Understood. 12:10 12:11 Page 14 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 16 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 But, at least back at the time that Project 12:11 2 Chauffeur was started, was Project Chauffeur 12:11 3 considered an autonomous unit at Google? 12:11 4 A I don't recall exactly how it got started. 12:11 5 It was also part of kind of ac- -- X's Genesis, I 12:11 6 believe, but that was quite a while ago. 12:11 7 12:12 23 MR. GONZALEZ: Let me show you a document 12:12 24 that we've marked as Exhibit 1085. 12:12 25 /// 12:12 Page 15 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 17 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 (Document marked Exhibit 1085 - 1086 for identification.) 12:12 12:12 3 MR. VAN NEST: Thank you. 12:12 4 MR. GONZALEZ: 1085, for the record, is a 12:12 5 document produced by Waymo in this litigation with 12:12 6 Bates stamp No. '14504. 12:12 7 Page 16 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 18 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 12:14 13 Q 14 15 All right. MR. GONZALEZ: 12:14 Let me show you Exhibit 1086, 12:14 which is six months later, 12:14 22 Now, this is at around the time that you came 12:14 23 up with the big payout numbers for the group; is that 12:14 24 right? 12:14 25 Q A I don't remember when that happened, either. 12:14 Page 17 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 19 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 12:15 23 Q I don't know. 24 A Is that what you're asking me? 25 12:15 No, I don't think there is. 12:15 12:16 Page 18 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 20 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Q That's what I'm trying to figure out. 12:16 2 A I don't think there is. 12:16 3 12:16 Page 19 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 21 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 12:17 6 7 MR. VAN NEST: question may call for privileged information. 8 9 I'll object to the extent the Don't disclose the content of any discussion you had with Mr. Drummond. 12:17 12:17 12:17 12:17 10 MR. GONZALEZ: At this point -- 12:17 11 MR. VAN NEST: But otherwise, you may answer. 12:17 12 MR. GONZALEZ: -- at this point, I'm just 12:17 13 asking yes or no. 12:17 14 Q Do you remember anything? 12:17 15 A Sorry. 12:17 16 Q Sure. 12:17 17 A -- or state it again? 12:17 Can you -- can you restate it -- 18 12:17 23 A No, I don't recall that. 12:17 24 Q Even generally? 12:17 25 A No. 12:17 Page 20 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 22 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 Q 12:17 likely that Mr. Drummond was involved. 3 4 And, sitting here today, you believe it was A 12:17 Do you know for sure one way or the other? 12:17 I mean, I don't recall. 12:17 It would be highly 5 unusual for us not to review this, you know, as part 12:17 6 of our management. 12:18 7 Q Did you believe, in December of 2015, that 12:18 8 Anthony Levandowski had made significant contributions 12:18 9 to Project Chauffeur? 12:18 10 A I'm just trying to get the time frame 11 straight in my head. 12 leave? 12:18 December of 2015 -- when did he 12:18 12:18 13 Q He left the following month. 12:18 14 A Okay. 12:18 15 Q So, in December of 2015, before he left 12:18 16 Google's employment, did you believe at that time that 12:18 17 he had made significant contributions to Project 12:18 18 Chauffeur? 12:18 19 20 21 22 A significant person in the history of the project. Q 25 And tell me why you believe that. If you can elaborate. 23 24 I mean, I think he's definitely been a 12:18 12:18 12:18 What is it that he did that, in your mind, makes his contribution significant? A 12:18 Well, I didn't say that. I said he's been a 12:18 12:18 12:18 Page 21 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 23 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 significant person. 2 determined whether it's a positive or negative 12:18 3 contribution. 12:18 4 Q 5 6 A I think it has yet to be 12:18 All right. 12:18 What do you mean by "a significant person"? 12:19 Well, he was one of the leaders on the team 12:19 7 for most of his history and had a significant kind of 12:19 8 role as a result of that. 12:19 9 Q You would not have approved of a bonus of 12:19 10 over $100 million if he hadn't made a significant 12:19 11 contribution. 12:19 12 13 14 A Can we agree on that? 12:19 I guess I'm questioning -- what is the 12:19 purpose of that question? 15 12:19 No one decided to pay me billions of dollars. 12:19 16 Q No, but -- 12:19 17 A So -- 12:19 18 Q -- you were the CEO at the time that he got 12:19 19 20 21 22 23 the bonus; right? A 12:19 I did not have discretion not to pay the bonus, as far as I could tell. Q Per the contract, that was your understanding? 12:19 12:19 12:19 12:19 24 A Yes. 12:19 25 Q Did you ever express concern to anyone that 12:19 Page 22 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 24 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 the bonus was too high that was being paid to 12:19 2 Mr. Levandowski? 12:19 3 A Well, as I kind of just stated, I think 12:19 4 that's -- I've stated we were focused on getting a 12:19 5 start-up-like compensation system. 12:19 6 people a lot of money if they do something 12:19 7 significant -- if the start-up does something 12:20 8 significant. 12:20 9 And start-ups pay And, I'm sure many people would argue those 12:20 10 numbers are too big, but that system seems to work 12:20 11 pretty well. 12:20 12 12:20 16 Q Can you think of any other Google employee, 12:20 17 during your entire tenure, who has received a bonus in 12:20 18 excess of $100 million for anything? 12:20 19 A I mean, we've paid a number of Google 20 employees a lot of money. 21 the exact amounts. 22 money than that as part of Google, including myself. 23 12:20 You know, I don't recall 12:20 But people have made a lot more 12:20 12:20 I think the terminology of "bonus" is a 12:20 24 little bit strange, because we were working -- this is 12:20 25 an early version of a program to offer people 12:20 Page 23 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 25 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 start-up-like compensation. 2 of working as intended. 3 Q 4 So, I think that was sort 12:21 12:21 All right. 12:21 Setting aside the time that Google went 12:21 5 public, and when people received whatever they 12:21 6 received, setting that aside, was there any other 12:21 7 occasion where any employee received more than 12:21 8 $100 million for what you described as "start-up-like 12:21 9 compensation"? 12:21 10 A I mean, I don't recall exactly. I'm sure 12:21 11 there is someone who can answer that question 12:21 12 accurately. 12:21 13 Q Okay. 12:21 14 A But again, this was one of our early programs 12:21 15 like that. 16 one of the earlier ones that we had done. 17 Q So, it wouldn't surprise me if this was 12:21 12:21 Sitting here today, can you recall of any 12:21 18 other employee who received more than $100 million in 12:21 19 what you've described as start-up compensation at 12:21 20 Google? 12:21 21 A Well, I've already stated this is one of our 22 earlier programs. 23 nor do I think that's, like, so unusual, as you're -- 12:22 24 as you're implying. 12:22 25 Q So no, I can't think of one. You're saying it's not unusual to pay But 12:21 12:21 12:22 Page 24 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 26 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 somebody a bonus of over $100 million? A 12:22 I don't -- I don't think characterizing it as 12:22 3 a bonus is correct. 4 compensation, which would be more like equity. 5 have executives that are well compensated and 12:22 6 certainly make a lot of money and so on. 12:22 7 8 9 10 11 I think it's more like a start-up We 12:22 So anyway, I don't think that it's so far 12:22 outside of the norm for Silicon Valley compensation. Q 12:22 Can you tell me what, in your mind, did 12:22 Anthony Levandowski contribute to Project Chauffeur? A 12:22 12:22 I mean, again, I'm, you know, CEO of the 12:22 12 parent company of the company there, so I think I have 12:22 13 limited ability to answer that question. 12:22 14 My impression of Anthony is that he was, you 12:22 15 know, an early pioneer in the self-driving space, and 12:23 16 was pretty interested in a lot of the technology 12:23 17 aspects. 12:23 18 His specialty seemed to be -- he certainly 12:23 19 had a lot of knowledge of LiDAR, but I'm not -- and 12:23 20 hardware in general, maybe, but I'm not really expert 12:23 21 on those points. 12:23 22 Q When he worked at Google, you had a number of 12:23 23 conversations yourself with Mr. Levandowski over the 12:23 24 years; correct? 12:23 25 A Yeah, I mean, I've certainly talked with him 12:23 Page 25 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 27 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 3 from time to time, usually with other people, I think. Q There were times when he visited your home; is that right? 12:23 12:23 12:23 4 A 5 possible. 12:23 6 Q Do you also have a ranch property? 12:23 7 A Yes. 12:23 8 Q What is it called? 12:23 9 A I'm not sure which one you mean or -- or -- 12:24 10 I don't recall that, but I'm -- it's so maybe you can give me more context. 12:24 11 Q Is there one called 12 A No. 12:24 13 Q What are your ranches called? 12:24 14 A 15 was working on. 16 ranch. ? 12:23 12:24 is a project that I believe Anthony 12:24 I don't think that's the name of a 12:24 12:24 17 Q What are your ranches called? 12:24 18 A I mean, there's one maybe they're referring 12:24 19 to where some testing has happened. 20 12:24 Is that what you're talking about? 12:24 21 Q Yes. 12:24 22 A What is the context here? 12:24 23 Q I just want to know what it's called, so we 12:24 at least are communicating about the same location. 12:24 24 25 A Well, maybe you can tell me which location 12:24 Page 26 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 28 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 3 you're talking about. Q 12:24 It's -- it's your ranch where the testing took place. 12:24 12:24 4 A Well, that's called . 12:24 5 Q 6 A But I don't know which -- 12:24 7 Q All right. 12:24 8 A -- name you would have. 12:24 9 Q Has Anthony been to your property at 12:24 12:24 11 12 13 14 15 A I assume so, but I'm not, I guess, familiar with all of his whereabouts. Q 12:25 Just generally, where is 12:25 located? A 12:25 It's , it seems 21 like, but -- okay. 22 23 24 25 12:24 All right. MR. VAN NEST: So -- It depends on the time of day, Counsel. 12:25 12:25 12:25 12:25 MR. GONZALEZ: Q. So, do you recall that you 12:25 would brainstorm with Anthony Levandowski about ideas 12:25 Page 27 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 29 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 3 4 5 6 7 that you'd come up with, including A ? I mean, I don't recall that, but I know he was involved in that later. Q When you say "he was involved in that later," what do you mean by "later"? A Well, I mean, after the initial brainstorming. 12:25 12:25 12:25 12:25 12:25 12:25 12:25 8 12:26 Page 28 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 30 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Page 29 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 31 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 12:28 12 13 14 15 Q And I appreciate that, and it can be designated attorneys' eyes only. I'm just trying to make the point that you're 12:28 12:28 12:28 working on 12:28 Page 30 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 32 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 12:29 8 9 Q I -- I appreciate that. And again, this can be designated attorneys' eyes only. 12:29 It's not going to 12:29 10 be released publicly, but -- and -- and I actually 12:29 11 think some of it may already be public. 12:29 12 12:29 Page 31 Veritext Legal Solutions 866 299-5127 13 Case Document 1068-6 Filed 08/02/17 Page 33 of 220 HIGHLY CONFIDENTIAL - EYES ONLY - ?=30 I 12=30 Isn't it true that you asked him to be 12:30 involved? 12:30 A No, I don?t think that's a correct 12:30 characterization. 12:30 All right. 12:30 Tell me what is your understandingPage 32 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 34 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 12:32 25 And you asked another question as well. 12:32 Page 33 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 35 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 12:33 Page 34 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 36 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 12:33 15 Q And what was he doing before? 12:33 16 A He was CEO of Udacity. 12:33 17 12:34 25 MR. GONZALEZ: Q. Did somebody approve of 12:34 Page 35 Veritext Legal Solutions 866 299-5127 LO Case Document 1068-6 Filed 08/02/17 Page 37 of 220 HIGHLY CONFIDENTIAL - EYES ONLY it? A I'm not sure of the legal process that we went through therePage 36 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 38 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 12:36 Page 37 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 39 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 12:37 14 15 Q Aren't you currently testing autonomous vehicles in Phoenix? 12:37 12:37 16 A I believe so, yes. 12:37 17 Q And picking up passengers and taking them 12:37 18 19 from point A to point B in autonomous vehicles? A We have a , yeah. 21 22 Q 12:37 12:37 And, when did Google decide for the first time to explore the possibility of doing that? 23 A Of doing that exact thing? 24 Q No. 25 A I don't -- I don't know. Just 12:37 12:37 12:37 . 12:37 12:37 Page 38 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 40 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Q Google invested in Uber; correct? 12:38 2 A Yes. 12:38 3 Q Do you recall when? 12:38 4 A My answer is yes. 12:38 5 Q Do you recall when? 12:38 6 A No, I don't remember when we did that. 12:38 7 Q And how much did Google invest in Uber? 12:38 8 A It was a pretty substantial sum. 12:38 9 it's . 10 Q Do you remember 11 A I'm trying to remember. 12 13 I mean, . Q 12:38 ? No, I don't remember A small number, I think. Do you recall that Uber appointed David 12:38 12:38 12:38 12:38 14 Drummond to its Board of Directors when you made your 12:38 15 investment? 12:38 16 A I think David was on -- on the board, yes. 12:38 17 Q He was not on the board? 12:38 18 A I said David was on the board, yeah. 12:38 19 Q And, do you recall that he was on the board 12:38 20 at the time that Google made its investment? 12:38 21 A I don't recall that. 12:39 22 Q Was due diligence done by Google before that 12:39 23 24 25 investment? A 12:39 I have no knowledge of that, but I've never heard of a case where we did not do that. 12:39 12:39 Page 39 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 41 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 3 Q It's pretty standard to do due diligence 12:39 before you go and make a significant investment; fair? A Yeah. It was done through Google Ventures. 12:39 12:39 4 That's a little bit different than a corporate 12:39 5 investment, but yeah. 12:39 6 Q Different in what way? 12:39 7 A If you're going to buy a company or 12:39 8 9 10 something, you would do more thorough diligence. Q 12:39 When you say "more thorough diligence," what 12:39 do you mean by that? 12:39 11 A I don't know. 12:39 12 Q During the time that you've been president or 12:39 13 CEO of Google, Google has made a number of 12:39 14 acquisitions; correct? 12:39 15 A Yes. 12:39 16 Q And, before you make acquisitions, it's 12:39 17 standard to do due diligence; correct? 12:39 18 A Yes. 12:40 19 Q And one thing that sometimes happens is, you 12:40 20 include indemnification provisions when you acquire 12:40 21 companies; correct? 12:40 22 A I'm not familiar with that, but... 12:40 23 Q Isn't it true that, from time to time, when 12:40 24 Google acquires companies, you agree with the company 12:40 25 that you're purchasing that if they get sued, you will 12:40 Page 40 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 42 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 defend them? 12:40 2 MR. VAN NEST: 3 THE WITNESS: 4 the agreements that we make. 5 MR. GONZALEZ: Object to form. 12:40 I'm not familiar with all of 12:40 Are you familiar generally 12:40 6 with that type of provision, where you buy a company, 12:40 7 and you agree that if they get sued, you will defend 12:40 8 them? 12:40 9 MR. VAN NEST: 10 11 THE WITNESS: Object to form. 12:40 Yeah, I'm not that familiar 12:40 with those things. 12 13 Q. 12:40 12:40 MR. GONZALEZ: Q. Do you recall the time 12:40 period that Mr. Drummond sat on Uber's board? 14 A No. 15 Q Isn't it true that, when Mr. Drummond sat on 12:40 I assume that's public record, though. 12:40 12:40 16 Uber's board, Google was making plans to compete with 12:40 17 Uber? 12:41 18 MR. VAN NEST: 19 THE WITNESS: Object to form. 12:41 I mean, I kind of saw it as the 12:41 20 other way around. 21 they knew well that we were doing self-driving cars, 12:41 22 and they decided to do that, so... 12:41 23 Like, when we invested in Uber, MR. GONZALEZ: Q. 12:41 What makes you believe 12:41 24 that Uber knew, when you invested in Uber, that Google 12:41 25 was doing self-driving cars? 12:41 Page 41 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 43 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 3 4 5 6 7 8 9 10 11 A Because it was public information at the time for a long time. Q 12:41 For how long had that been public information at the time that Google invested in Uber? A I don't know, but for a while; a long time, I 12:41 12:41 Why did Mr. Drummond step down from the Uber board? A 12:41 12:41 think. Q 12:41 12:41 12:41 Well -MR. VAN NEST: 12:41 Object to form of the 12:41 question. 12:41 12 You may answer it. 12:41 13 THE WITNESS: 12:41 Yeah, I'm not sure what 14 happened. 15 obviously, there was more and more conflict there. 16 He left the board. MR. GONZALEZ: Q. I think, you know, Did you ever talk to 12:41 12:41 12:42 17 Mr. Drummond about whether or not he should continue 12:42 18 to serve on the Uber board? 12:42 19 20 21 22 23 MR. VAN NEST: I'm going to object. That probably calls for privileged information. Don't disclose the content. He's just asking you whether you had a discussion, yes or no. THE WITNESS: 12:42 12:42 12:42 12:42 I mean, I remember being 12:42 24 informed that he was going to step down, and I 12:42 25 certainly didn't object to that. 12:42 Page 42 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 44 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 MR. GONZALEZ: Q. Informed by who? 12:42 2 A I don't recall. 12:42 3 Q You say you didn't object. 12:42 Did anybody tell you why he was stepping 12:42 4 5 down? 6 A 12:42 Well, I mean, I already testified I think the 7 conflict was clearly increasing. So, my recollection 8 of that was just there was more conflict and -- 12:42 12:42 12:42 9 Q What was the conflict that was increasing? 12:42 10 A I think it was clear that Uber was investing 12:42 11 heavily in self-driving technology, which we'd been 12:42 12 doing for a while already, and there was a lot of 12:42 13 conflict there. 12:42 14 15 16 Q When did you learn, for the first time, that Anthony Levandowski was leaving Google? A I mean, the first that I became aware of it 17 was when I got the e-mail from him. 18 a bit surprised. Even then, I was 12:43 12:43 12:43 12:43 12:43 19 Q Did you talk to him about it? 12:43 20 A I don't recall talking to him about it once 12:43 21 I'd gotten that e-mail, no. 12:43 22 Q Did you make any effort to retain him? 12:43 23 A Yeah, I delegated that. 12:43 24 Q To who? 12:43 25 A I don't remember exactly, but I'm assuming, 12:43 Page 43 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 45 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 like, John, the CEO of Waymo. 12:43 2 Q That would be Krafcik? 12:43 3 A Krafcik. 12:43 4 Q Did Mr. Krafcik ever report to you on what he 12:43 5 6 did to follow up on your delegation? A I mean, I think definitely he did, yeah. 12:44 But 12:44 7 I think -- anyway, my -- my recollection is that, you 12:44 8 know, he had -- he had left basically that day, the 12:44 9 next day. 12:44 10 Q 12:44 Do you recall that a year or so before 11 Mr. Levandowski left, he announced that he was going 12:44 12 to leave? 12:44 13 A 12:44 I mean, I wish I had a penny for every time 14 employees do that and don't go. 15 often. 16 Q It happens pretty 12:44 12:44 Do you recall that Mr. Levandowski had 12:44 17 announced that he was leaving about a year before he 12:44 18 actually left? 12:44 19 A No, sorry, I don't recall that. 12:44 20 Q Do you recall that there was conflict between 12:44 21 Anthony and Chris Urmson? 12:44 22 A Yes. 12:44 23 Q What do you recall about that conflict? 12:45 24 A I mean, it was pretty bad. 12:45 25 Q Can you elaborate on what you mean by that? 12:45 Page 44 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 46 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A I think they had a really hard time getting 12:45 2 along, and yet they worked together for a long time. 12:45 3 And it was a constant -- yeah, constant management 12:45 4 headache to help them get through that. 12:45 5 6 Q Do you recall that Anthony Levandowski was 12:45 put on a personal improvement plan before he left? 12:45 7 A I don't recall that. 12:45 8 Q Do you recall that Mr. Levandowski wanted to 12:45 9 be head of the Project Chauffeur team? 12:45 10 A I mean, that does not surprise me. 12:45 11 Q Do you recall having conversations with him, 12:45 12 where he said to you that he wanted to be head of the 12:45 13 team? 12:45 14 A I don't recall, but it wouldn't be 15 surprising, you know. 16 could be done better. 17 Q I think he clearly felt things 12:45 12:45 12:45 Is there anybody who worked on Project 12:46 18 Chauffeur that you believe contributed more to that 12:46 19 project than Anthony Levandowski? 12:46 20 21 MR. VAN NEST: answered. 22 23 THE WITNESS: MR. GONZALEZ: Q 12:46 12:46 Yeah, I mean, positively or negatively? 24 25 Objection; form; asked and 12:46 12:46 In a positive way. Did anybody contribute more in a positive way 12:46 12:46 Page 45 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 47 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 to Project Chauffeur, in your view, than Anthony 12:46 2 Levandowski? 12:46 3 A I -- 12:46 4 MR. VAN NEST: Object to form. 5 THE WITNESS: 6 I mean, Chris -- Chris, for example, like, All right. 12:46 I'm not sure. 12:46 12:46 7 was CEO of the project for a long time, and I think 12:46 8 had various significant contributions as the leader. 12:46 9 There's many technical contributors. 12:46 10 I'm not an expert on that question. 12:46 11 MR. GONZALEZ: 12:46 Q. Do you think that 12 Mr. Urmson, Chris Urmson, contributed more than 12:46 13 Anthony to Project Chauffeur? 12:46 14 A I mean, I've already stated I believe 12:46 15 Anthony's contributions are quite possibly negative of 12:47 16 a high amount, so -- 12:47 17 Q 18 19 What -- what do you mean by that? 12:47 Are you saying that Anthony Levandowski's 12:47 contribution to Project Chauffeur was negative? 12:47 20 A That's quite likely, I think. 12:47 21 Q And yet the company paid him $120 million for 12:47 22 23 his negative contribution? A No, absolutely not. 12:47 I think, you know, not 12:47 24 all compensation you make in a start-up is based on 12:47 25 contribution. 12:47 I think it's based on when we put that Page 46 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 48 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 plan in place, we caused a very good outcome. 2 know, more or less revolutionized an industry. 3 4 5 Q So what -- I'm sorry. you off. A It, you 12:47 12:47 I didn't mean to cut 12:47 Were you -- 12:47 So, I think that plan -- you have to think 12:47 6 about the plan when it was put in place, not when it 12:47 7 was awarded. 12:47 8 9 Q What leads you to believe that Anthony 12:47 Levandowski's contribution to Project Chauffeur was 12:47 10 negative? 12:47 11 A 12:47 Well, I mean, I think it's quite possible 12 that he did things that are very bad. 13 negatively affected morale probably as a result, and 12:48 14 many other things. 12:48 15 than it was then. 16 Q I think he very But I think that's more clear now 12:47 12:48 What about his -- aside from morale of the 12:48 17 employees, what about his contributions just to the 12:48 18 autonomous vehicle that you were trying to develop? 12:48 19 Do you think his contributions to the 12:48 20 autonomous vehicle were positive or negative? 12:48 21 22 A You know, again, I'm not an expert on that. And I imagine it depends on your perspective. 23 Q What is your perspective? 24 A I already told you my perspective. 25 sure. 12:48 12:48 12:48 I'm not I think it could be significantly negative. 12:48 12:48 Page 47 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 49 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Now, to be -- he also obviously has done 2 technical work in other things, too. 3 expert on that. 4 Q 12:48 And I'm not an 12:48 12:48 When did you learn for the first time that 12:48 5 Mr. Levandowski may have taken Google information with 12:48 6 him when he left? 12:49 7 A 8 that. 9 Q Do you recall generally? 12:49 10 A I mean, I'm -- if you give me some context, 12:49 11 12 13 14 15 16 I'm not sure of the exact time I learned 12:49 I'm sure I can figure that out. Q Well, he left in January of 2016. 12:49 I'm not sure -A 12:49 12:49 Okay. I wasn't aware of that when he left, if that's your question. Q 12:49 12:49 12:49 At what point did you become aware that he 12:49 17 may have taken information that you believe belonged 12:49 18 to Google? 12:49 19 MR. VAN NEST: I want to caution you, 12:49 20 Mr. Page, not to disclose privileged communications. 12:49 21 Don't talk about anything you learned from a lawyer. 12:49 22 23 He's just asking about timing now. That's all he wants to know, if you can recall. 24 THE WITNESS: 25 MR. GONZALEZ: Yeah, I don't recall. Q. You don't recall even 12:49 12:49 12:49 12:49 Page 48 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 50 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 generally the date? 12:49 2 A No. 12:49 3 Q Or how you found out? 12:49 4 A I don't recall. 12:49 But, I think it would be very unusual for 12:49 5 6 that not to happen through a privileged exchange of 12:49 7 some sort. 12:49 8 9 Q Okay. But, sitting here today, you don't 12:50 recall the moment when you learned that 12:50 10 Mr. Levandowski may have taken information from 12:50 11 Google; is that right? 12:50 12 A Yeah, I don't remember when that happened. 12:50 13 Q Or how? 12:50 14 A I think I was informed of it somehow by a 12:50 15 16 person, but I don't -- I don't remember how. Q 17 12:50 All right. 12:50 Do you remember who the person was? 12:50 18 A No, I don't remember. 12:50 19 Q What was it that you understood 12:50 20 Mr. Levandowski took? 12:50 21 MR. VAN NEST: 22 Don't disclose the content of any privileged Well, I'll -- I'll object. 12:50 12:50 23 discussion with a lawyer. If you learned that from 12:50 24 someone other than a lawyer, you can testify about it. 12:50 25 But otherwise -- 12:50 Page 49 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 51 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 THE WITNESS: Yeah, I don't remember. 2 hard to miss some of the headlines, though. 3 don't know how I learned that, though. 4 5 6 MR. GONZALEZ: Q It was 12:50 But I 12:50 12:50 All right. 12:50 You've made it clear you don't recall how you 12:50 learned it. 7 12:50 My question is: When you learned that he 12:50 8 took something, allegedly, what is it that you 12:50 9 understood that he took? 12:51 10 A 11 I don't -- 12:51 MR. VAN NEST: Again, Mr. Page, I'm going 12:51 12 to -- if that information was provided to you by a 12:51 13 lawyer, then I'm instructing you not to answer. 12:51 14 THE WITNESS: Okay. 15 Yeah, I don't recall. 12:51 16 MR. GONZALEZ: 12:51 Q. 12:51 So, sitting here today, 17 you don't remember when you learned, what you learned, 12:51 18 or from who you learned what Mr. Levandowski allegedly 12:51 19 took from Google; is that right? 12:51 20 A That's correct. 12:51 21 Q Were you concerned when you learned that 12:51 22 Mr. Levandowski may have taken Google information? 12:51 23 A Of course. 12:51 24 Q Did you ever consider just calling 12:51 25 Mr. Levandowski and asking him whether he took 12:51 Page 50 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 52 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 anything from Google? 12:51 2 A No, I did not consider that. 12:51 3 Q You -- you had his personal cell phone 12:51 4 number; right? 12:51 5 A I don't -- I don't think so. 12:51 6 Q You don't remember calling Mr. Levandowski on 12:51 7 8 9 10 11 his personal cell phone? A It's possible, though. I don't remember everyone that I call. Q When did you first learn that Mr. Levandowski MR. VAN NEST: 12:52 12:52 may have solicited people from Google or Waymo? 12 13 No. 12:51 Again, Mr. Page, caution as to the content of any discussion with lawyers. 12:52 12:52 12:52 12:52 14 You can answer as to time, if you can recall. 12:52 15 THE WITNESS: 12:52 16 Yeah, I can't -- I don't recall that. 17 12:52 MR. GONZALEZ: Q. Do you recall how you 12:52 18 found out that Mr. Levandowski may have solicited 12:52 19 Waymo or Google employees? 12:52 20 21 22 23 A No, I don't recall. I think there are probably some e-mails, but I don't recall them. Q Do you recall of any employee that Mr. Levandowski allegedly solicited? 12:52 12:52 12:52 12:52 24 A No. 12:53 25 Q When did you first learn that Uber had 12:53 Page 51 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 53 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 allegedly done something wrong in connection with 12:53 2 Google or Waymo? 12:53 3 A I don't recall. 12:53 4 Q Do you recall how it came to your attention? 12:53 5 A No, I don't recall. 12:53 6 Q Sitting here today, what is it that you 12:53 7 understand Uber did that led to them being sued by 12:53 8 Waymo? 12:53 9 10 MR. VAN NEST: 12:53 the content of any discussion with lawyers. 11 12 Again, Mr. Page, don't divulge 12:53 If you have information for counsel outside 12:53 of that, please provide it. 13 THE WITNESS: 12:53 I mean, I can read the 12:53 14 progress, I guess, of the court case. 15 there's trade secret, and there's also a poaching that 12:53 16 went on that's subject to the arbitration. 12:53 17 trade secret and a set of e-mails and so on. 18 19 MR. GONZALEZ: Q. Obviously, There's Do you understand that Waymo sued Uber for infringing on patents? 12:53 12:53 12:54 12:54 20 A I'm aware that's part of the lawsuit. 12:54 21 Q Are you aware of the fact that Waymo has 12:54 22 dismissed three of the four patents? 12:54 23 A I mean, I've read that in the press, yes. 12:54 24 Q What is the patent that is left in the case, 12:54 25 as you understand it? 12:54 Page 52 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 54 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A I have no idea. 12:54 2 Q What does the patent cover? 12:54 3 A I'm not familiar with those details. 12:54 4 Q What is the most significant trade secret 12:54 5 that you believe Uber has misappropriated from Waymo 12:54 6 or Google? 12:54 7 MR. VAN NEST: And again, Mr. Page, if this 12:54 8 information was provided in a discussion with one of 12:54 9 your lawyers, I instruct you not to answer it. 12:54 10 You may answer outside of that. 12:55 11 THE WITNESS: 12:55 12 MR. GONZALEZ: Yeah, I'm not -- I'm not sure. Q. You're not familiar with 12:55 13 the details of the trade secrets that are at issue 12:55 14 here? 12:55 15 A Yes. 12:55 16 Q You don't know, for example, what the trade 12:55 17 secrets are that Uber allegedly misappropriated? 12:55 18 A No, I do not. 12:55 19 Q Whenever it was that you learned -- let me 12:55 20 make sure I'm clear on this. 21 12:55 You don't remember, sitting here today, when 12:55 22 you learned or how you learned that Uber may have 12:55 23 misappropriated Google or Waymo trade secrets; is that 12:55 24 right? 12:55 25 A That's correct. 12:55 Page 53 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 55 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Q And you don't remember how you learned? 12:55 2 A I mean, that's correct, yes. 12:55 3 Q Whenever you learned that Uber may have 12:55 4 done -- well, strike that. 5 6 Did you authorize the filing of the lawsuit 12:55 against Uber? 7 A 12:55 I mean, I'm certainly aware of it, yeah, and 8 then allowed it to proceed, I suppose. 9 authorized it. 10 11 12:55 Q 12:55 I'm not sure I I'm not sure that's the right word. 12:56 Well, could a lawsuit of this magnitude be 12:56 filed without your consent and approval? 12 A 12:56 12:56 I mean, I guess I'm not -- I'm the CEO of the 12:56 13 company -- parent company of Waymo, and Waymo operates 12:56 14 more or less as an independent company. 12:56 15 Q Can Way- -- is Waymo authorized to file a 12:56 16 lawsuit like this on its own without even consulting 12:56 17 you? 12:56 18 A I mean, I don't know all the details of that. 12:56 19 Q Well, you're the boss. 12:56 20 What -- what is your state of mind? 12:56 21 Do you believe that Waymo is authorized to 12:56 22 file a lawsuit like this without giving you notice? 23 MR. VAN NEST: 24 THE WITNESS: 25 MR. GONZALEZ: Object to form. 12:56 I mean -I'll restate it. 12:56 12:56 Let me -- 12:56 Page 54 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 56 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 3 let me restate it, sir. Q Do you believe that Waymo is authorized to file a lawsuit like this without giving you notice? 4 MR. VAN NEST: 5 THE WITNESS: 6 that I was notified. 7 8 9 10 12:56 MR. GONZALEZ: Object to form. I mean, I've already testified 12:56 12:56 12:56 12:56 You were notified, but my question is slightly different. Q 12:56 Do you believe that Waymo could authorize the filing of this lawsuit without notifying you? 12:56 12:57 12:57 12:57 11 A I mean, I don't know the answer to that. 12:57 12 Q When you learned that a lawsuit was going to 12:57 13 be filed against Uber, did you consider 12:57 Page 55 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 57 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 12:57 3 MR. VAN NEST: Again, Mr. Page, I want to 12:57 4 caution you not to disclose the content of the 12:57 5 discussions with lawyers. 12:57 6 THE WITNESS: Yeah. Then I guess my 12:58 7 recollection is a little hazy with regards to the 12:58 8 different things. 12:58 9 a lawsuit and so on. 10 There's an arbitration and there's MR. GONZALEZ: 12:58 Right. 12:58 11 Q So, I'm focusing on the lawsuit against Uber. 12:58 12 A Well, the -- yeah, I don't even know... 12:58 MR. VAN NEST: 12:58 13 14 the content of an attorney discussion. 15 THE WITNESS: 16 MR. GONZALEZ: 17 18 Again -- again, don't disclose 12:58 Okay. 12:58 It sounds like you may not remember such a discussion. Q 19 12:58 12:58 And so I'm just trying to find out -- 12:58 MR. VAN NEST: 12:58 You -- you can answer a 20 question about your memory, if that's what counsel 12:58 21 wants to ask. 12:58 22 MR. GONZALEZ: Q. Do you recall ? 25 A Look, I don't -- like, I don't recollect 12:58 12:58 Page 56 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 58 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 the -- you know, exactly what happened. 12:59 8 9 MR. VAN NEST: Just answer as to your 12:59 recollection, not what was said or not said, please. 10 THE WITNESS: 11 MR. GONZALEZ: 12:59 Yeah, I don't recall that. Q. 12:59 When did Google start 12:59 12 speaking with Lyft about the possibility of having 12:59 13 some kind of a joint venture with them? 12:59 14 I mean, I'm not familiar with the details. 12:59 15 You know, I am not sure when we started talking to 12:59 16 them. 12:59 17 Q 18 A You understand that you now have an agreement 12:59 with Lyft; correct? 19 A 20 Lyft. 21 Q 12:59 Yeah, we have an announced agreement with 12:59 12:59 And who is the person at Google, Alphabet, or 12:59 22 Waymo, whichever entity it was, who was in charge of 12:59 23 those negotiations or discussions with Lyft? 12:59 24 25 A Mainly, that fell -- produced squarely under John Krafcik, CEO of Waymo. 12:59 I mean, we may have other 12:59 Page 57 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 59 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 deals with Lyft. 2 Waymo, not with Google. 3 4 5 6 7 8 9 Q The one you're talking about is with 13:00 And what's the general substance, as you 13:00 understand it, of that agreement? A 13:00 I think the agreement basically provides for 13:00 some cooperation between Waymo and Lyft. Q 13:00 13:00 What type of -- I'm sorry -- what type of 13:00 cooperation? 13:00 A 13:00 12 Q How long is the agreement for? 13:00 13 A Oh, I don't know. 13:00 14 Q I don't know. 13:00 16 13:00 19 MR. PERLSON: Let me just note for the record 13:00 20 that there is a pending motion for protective order in 13:00 21 relation to Lyft. 13:00 22 questions now, but there may be further objections in 13:00 23 dealing with what was on the record on that. 13:01 24 can deal with that later. 25 We're not going to cut off MR. GONZALEZ: Q. But we 13:01 13:01 Page 58 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 60 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 13:01 2 MR. VAN NEST: 3 THE WITNESS: 4 Object to form. Again, I'm not, like, expert on 13:01 13:01 that. 13:01 7 MR. GONZALEZ: Q. 13:01 13 Q Can you think of any other component? 13:01 14 A I mean, there's many other things you could 13:01 15 do. 13:02 23 Is that what you meant? 13:02 24 MR. VAN NEST: 13:02 25 THE WITNESS: Object to form. Yeah, I'm not sure what you 13:02 Page 59 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 61 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 mean by that, but... 2 3 MR. GONZALEZ: 13:02 Q. I was just trying to 13:02 understand what you meant when you said 13:02 5 A 6 All right. 13:02 So the question? 13:02 13:02 7 Q What did you mean by that? 8 A Yeah, like, 13:02 12 MR. VAN NEST: 13 THE WITNESS: 14 17 18 13:02 Yeah, I'm not sure exactly what we do in that case. 15 16 Object to form. MR. GONZALEZ: 13:02 Q. Did you play any role in the discussions with Lyft? A 13:02 I mean, I was aware of them. 13:02 13:03 I'm not sure what feedback I gave, if any. 13:03 13:03 19 Q How were you aware of them? 13:03 20 A I periodically speak with John Krafcik, who 13:03 21 22 23 runs Waymo. Q 13:03 Do you remember how many times you spoke to him about the Lyft agreement? 13:03 13:03 24 A I do not. 13:03 25 Q Let me ask you a couple of questions about 13:03 Page 60 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 62 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 side businesses. 2 13:03 You understand that there are a number of 13:03 3 Google employees who have side businesses while 13:03 4 they're employed by Google; correct? 13:03 5 6 7 A I mean, I'm not -- I don't, like, get a report on that or anything, but -Q But just generally, you're aware of the fact 13:03 13:04 13:04 8 that many of your colleagues at Google also have side 13:04 9 businesses; correct? 13:04 10 MR. VAN NEST: 11 THE WITNESS: 12 I mean, I think that's pretty unusual. 13 14 Object to form. 13:04 13:04 MR. GONZALEZ: A 13:04 Q. What is unusual? I mean, side businesses are fairly unusual. 13:04 13:04 15 I don't -- I mean, you're saying many of my 13:04 16 colleagues. 13:04 17 18 Q I don't -- I object to that, I guess. Are you aware that some of your colleagues at Google have side businesses? 19 MR. VAN NEST: 20 THE WITNESS: 21 you mean. 22 Google? Object to form. I mean, I'm not sure which ones Colleagues -- you mean some employees at 13:04 13:04 13:04 13:04 13:04 13:04 23 MR. GONZALEZ: 24 THE WITNESS: 25 MR. GONZALEZ: Yes. 13:04 I mean... Q. Can you think of any 13:04 13:04 Page 61 Veritext Legal Solutions 866 299-5127 HIGHLY CONFIDENTIAL - EYES ONLY Case Document 1068-6 Filed 08/02/17 Page 63 of 220 employees at Google who have side businesses, other 13:04 than 13.04 A I've already stated it's pretty unusual. I 13:04 think it's pretty normal for people to invest in other 13:05 companies. So very many people have investments, 13:05 which I would, you know, characterize those more as 13:05 investments, I guess. 13:05 I think so I think side businesses 13:05 themselves would be pretty unusual. I can't think of 13:05 a lot of examples of that, or any, actually, at the 13:05 moment. 13:05 Can you think of any side businesses that 13:05 Brian McClendon has? 13:05 A No. He's no longer an employee with us. 13:05 Is there any restriction at Google with 13:05 respect to where your employees can invest their 13:05 money? 13:05 A I mean, there's you know, there is a lot 13:05 of complex legal concerns and so on. So, I'm sure 13:05 there are some restrictions, yes -- 13:05 You don't 13:05 A in some reporting. 13:06 Do you know what they are? 13:06 A I don't know what all of them are, no. 13:06 For example, are your employees allowed to 13:06 Page 62 Veritext Legal Solutions 866 299-5 127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 64 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 invest in other companies that are working on 13:06 2 self-driving vehicles? 13:06 3 A I don't know the answer to that. 13:06 4 Q You understand that Mr. Levandowski, while he 13:06 5 worked at Google, had side businesses, one called 13:06 6 Anthony's Robots and one called 510 Systems; correct? 13:06 7 8 9 10 11 12 13 14 15 A I mean, I was aware that we bought some companies from Anthony in the early days. Q 13:06 Did you understand that those companies were involved with autonomous driving? A I don't remember what the companies were You don't remember anything about what the No. 13:06 13:06 companies did? A 13:06 13:06 involved in. Q 13:06 13:06 13:06 I mean, I remember them. You know, 13:06 16 they're some relation to Anthony, and he had some 13:06 17 companies. 13:06 18 but I don't know the details of that. 19 20 21 Q And he generally worked on self-driving, 13:06 Did you agree with the decision to buy the companies? A 13:07 13:07 I mean, that was a long time ago. I 13:07 22 certainly think I was somewhat involved in that and, 13:07 23 you know, approved it or whatever. 13:07 24 25 Q Do you have any recollection as to what the purchase price was? 13:07 13:07 Page 63 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 65 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A No, I don't remember the purchase price. 13:07 2 Q Did you have any concern, at the time, that 13:07 3 Mr. Levandowski had these side businesses while he was 13:07 4 an employee of Google? 13:07 5 6 7 A I mean, my recollection was more that we purchased something early on from him. Q 13:07 13:07 Did you have any concern, at the time that 13:07 8 you made the purchase, that Mr. Levandowski had these 13:07 9 side businesses while he was an employee of Google? 13:07 10 A I mean, I remember there being a discussion 13:07 11 about buying the companies, and then that was 13:07 12 resolved. 13:07 13 about that. 14 13:07 (Document marked Exhibit 1087 15 13:08 for identification.) 16 17 But I don't -- I don't recall other things MR. GONZALEZ: 13:08 Let me show you a document that we've marked as Exhibit 1087. 13:08 13:08 18 MR. VAN NEST: Thank you. 13:08 19 MR. GONZALEZ: This is a multipage document, 13:08 20 with Bates Nos. WAYMO '26147 through '26167. 21 dated May of 2011, entitled: 13:08 22 "Project Chauffeur." 13:08 Sir, I'm not going to ask you to review the 13:08 23 Q It's 13:08 24 entire document, but I just want to ask you -- go 13:08 25 ahead. 13:08 Continue flipping through it. Page 64 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 66 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Are you generally familiar with this 13:08 2 document? 13:08 3 A 13:08 4 document. 5 Q 6 I mean, I don't recall having seen this 13:08 If you'll look at the page '26164. Exhibit A. It's 13:09 I think you're very close to it. 13:09 7 A Oh, towards the back, you're saying? 13:09 8 Q Yes. 13:09 9 10 It's Exhibit A, '26164. Do you see the numbers on the bottom right where your hand is, the numbers? 13:09 13:09 11 A Yep. 13:09 12 Q There you go. 13:09 13 A (Witness complies.) 13:09 Okay. 13:09 14 15 Q Do you recall that I don't know 21 22 that I was aware of it then. 13:09 13:09 Q 13:09 25 MR. VAN NEST: Object to form. 13:09 Page 65 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 67 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 THE WITNESS: Yeah, I don't -- I don't recall. 3 13:09 13:10 MR. GONZALEZ: Q. Do you recall 13:10 10 11 A I mean, certainly -- I'm sure we know the answers to this, so, I mean, I don't -- 12 MR. VAN NEST: 13 THE WITNESS: 14 MR. VAN NEST: 15 THE WITNESS: 17 MR. GONZALEZ: 13:10 -- I'm not an expert. 13:10 -- wait for his question, 13:10 13:10 Yeah. Q. 13:10 Do you recall My question is somewhat 25 13:10 Wait -- wait for -- Mr. Page. 16 13:10 different. 13:10 13:10 Page 66 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 68 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A I know. 2 Q Let me try it again, and then you can give 3 I don't know. 13:10 13:10 that answer. 4 13:10 Do you know 13:10 8 MR. VAN NEST: 9 THE WITNESS: 10 Object to form. 13:10 I don't know. 13:10 But honestly, you know, Anthony had a larger 13:11 11 role in 2011 than he did later. 12 under this plan might have been higher than it 13:11 13 otherwise would have been, which happens in start-ups, 13:11 14 too. 13:11 15 16 MR. GONZALEZ: 19 What do you mean when you 13:11 that you think he didn't have later? project. 21 I think he had a larger leadership role. Q 13:11 I think he was, like, more in charge of the 20 22 13:11 What was the larger role that he had in 2011 A Like, I don't remember exactly. 13:11 13:11 say he "had a larger role in 2011 than he did later"? 17 18 Q. So his payouts may -- 13:11 It was a -- Was there anything in particular that he did 13:11 13:11 13:11 23 in his leadership role in 2011 that you believe he 13:11 24 didn't do in later years? 13:11 25 A I think he probably had greater 13:11 Page 67 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 69 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 responsibility at that time. Is there anything in particular that comes to 13:11 3 mind that he had in terms of a responsibility in 2011 13:11 4 that you believe he didn't have later? 13:11 5 Q 13:11 A I mean, my -- you know, my recollection is 13:11 6 kind of hazy again. But, you know, at some point -- 13:11 7 and I don't know if 2011 -- but, at some point in 13:12 8 time, I think he was, like, more in charge of the 13:12 9 team. 13:12 10 Q And when you say "more in charge of the 13:12 11 team," is there anything specific that you believe he 13:12 12 was doing in 2011 to be in charge of the team that he 13:12 13 didn't do later? 13:12 14 15 16 A He did -- I'm not speaking about what he did. 13:12 I'm speaking about his responsibility. Q 13:12 Is there any particular responsibility that 13:12 17 comes to mind, that he had in 2011, that you believe 13:12 18 he did not have later? 13:12 19 Well, I've already stated I think he had more 13:12 20 responsibility earlier than he did later, so for more 13:12 21 people or more groups, but I don't remember the detail 13:12 22 of it. 13:12 23 A Q Can you remember any more specifically, than 13:12 24 what you just said, what the additional 13:12 25 responsibilities were that you believe Mr. Levandowski 13:12 Page 68 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 70 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 had in 2011, but that you believe he did not have 13:12 2 later? 13:12 3 A My understanding in the early days is, he was 4 responsible for most of the team. 5 some relationship with Sebastian, too. 6 expert. 7 more responsibility from more areas. 8 that exactly. 9 I don't know exactly. 13:12 You know, there's 13:12 He was pretty 13:12 And he, over time, got I don't remember 13:12 13:12 13:13 I think that, over time, he got -- he got 13:13 10 sort of a more limited responsibility with respect to 13:13 11 hardware or -- or LiDAR or so on, and then had a -- as 13:13 12 I already mentioned, a fractious relationship with 13:13 13 Chris, who was then CEO. 13:13 14 Q Was there anything other than -- 15 A I'm not expert on any of that. 16 17 13:13 There's many people who understand it better than I do. Q 13:13 13:13 Was there anything, other than the 13:13 18 relationship with Chris, that you believe led to 13:13 19 Anthony Levandowski having a lesser role in later 13:13 20 years? 13:13 21 MR. VAN NEST: 22 THE WITNESS: Object to form. Yeah, I don't know. 13:13 I don't I'm just 13:13 23 know how -- what all happened or whatever. 13:13 24 telling you, I think there was more responsibility 13:13 25 early on. 13:13 Page 69 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 71 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 MR. GONZALEZ: Q. 13:14 20 21 22 23 24 25 Q At some point, did you learn that Anthony Levandowski was working on self-driving trucks? A I mean, at some point I know it became public, yes. Q 13:14 13:15 13:15 13:15 And, do you recall that he spoke to you about that concept before he left Google? 13:15 13:15 Page 70 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 72 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A Yeah. 13:15 2 Q And, do you recall that you were not 13:15 3 4 supportive? A Well, no. 13:15 I'd say not only was I not 13:15 5 supportive, I felt like he was clearly in competition 13:15 6 with what Google was doing, or Waymo. 13:15 7 Q 8 Let me make sure you understood my question. 13:15 Before Mr. Levandowski left Google -- 13:15 9 A Yes. 13:15 10 Q -- do you recall that he asked you whether 13:15 11 12 you wanted to do autonomous trucks at Google? A 13 14 13:15 I don't recall that. 13:15 And I remember him talking about being 13:15 interested in trucking -- 13:15 15 Q All right. 16 A -- and implying that he could do a start-up 17 That -- 13:15 13:15 in that area. 18 13:15 And I told him very, very clearly that I 13:15 19 thought that was highly competitive and not a good 13:15 20 idea. 13:16 21 Q When you say "implying that he could do a 13:16 22 start-up," what are the words that he used, if you can 13:16 23 recall? 13:16 24 25 A Like, "I am sick of all these people." mean, I'm paraphrasing. I But, you know, "I'm tired of 13:16 13:16 Page 71 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 73 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 dealing with all these people who don't like me." 2 I mean, he's kind of a grumpy person 3 sometimes. 4 company that does trucking? 5 fine." 6 Like, that's 8 can do that, but we are not going to be happy. 13 14 13:16 I mean, you I want to make sure that you finish the 13:16 13:16 Have you now told me everything that you can 13:16 recall saying? A 13:16 13:16 conversation. 11 12 13:16 13:16 the same thing as what you're doing here. 10 13:16 And everything will be I'm, like, No, that's not fine. Q 13:16 And, you know, "Why don't I just go do a 7 9 13:16 13:16 I don't -- I don't know if that's all I can 13:16 recall, but that's the -- the gist of it, in my mind. 13:16 15 Q Is there anything else that you can recall? 13:16 16 A I now believe he was trying to get me to say 13:16 17 that it would not be competitive if he did trucking, 13:16 18 because he was already doing it. 13:16 19 to me. That's pretty clear 13:17 20 Q When is it that you had this conversation? 13:17 21 A Soon before he left. 13:17 22 23 I don't remember exactly when. Q 13:17 Did you ask him whether Google might be 13:17 24 interested, or did you say to him that Google might be 13:17 25 interested in trucking? 13:17 Page 72 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 74 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A Yeah. I mean, that's basically what I said. 13:17 2 Like -- but I think he was pretty clear he was just 13:17 3 trying to justify something that he'd already decided 13:17 4 to do. 13:17 5 Q So, what are the words that you recall saying 13:17 6 to him with respect to Google's interest in autonomous 13:17 7 trucking? 13:17 8 A 9 Well, I think I don't remember my words. I 13:17 just was clear that we are -- we were obviously 13:17 10 interested in that area because it's the same thing, 13:17 11 basically. 13:17 12 Q So, Mr. Levandowski said something to you 13:17 13 about starting a new company dealing with autonomous 13:17 14 trucks and -- 13:17 15 A No. He speculated that he might do 16 something, and I was clearly negative on that. 17 then he sort of dropped it at that. 18 19 20 21 Q 13:17 And Is there anything in writing about this, that you are aware of? A 13:17 13:17 13:17 13:18 I'm not aware of anything in writing, but I'm not sure it's that relevant. 13:18 13:18 22 Q Was anybody else present? 13:18 23 A I'm not sure. 13:18 24 Q Did you tell anybody about the conversation? 13:18 25 A I don't recall. 13:18 But, I think it wouldn't Page 73 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 75 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 surprise me if other people were aware of those 13:18 2 general things. 13:18 3 4 Q 13:18 conversation? 5 6 At any point, did you tell anybody about the A 13:18 I mean, I'd be surprised if I didn't, but I 13:18 don't recall what I did. 7 Q 13:18 When did you learn that, in fact, 13:18 8 Mr. Levandowski was working on an autonomous trucking 13:18 9 project? 13:18 10 A I don't recall when I -- when that happened. 13:18 11 I think, you know, I got some e-mail or something, or 13:18 12 read about it in the press or -- 13:18 13 Q And what was your reaction? 13:18 14 A I was pretty angry about it or upset with 13:18 15 him. 16 17 13:18 Q Did you say anything to the person who 13:18 informed you of that? 13:18 18 A I don't recall. 13:18 19 Q At that moment, when you learned that 13:19 20 Mr. Levandowski was involved with autonomous trucking, 13:19 21 did you consider calling him and talking to him about 13:19 22 it? 13:19 23 A No, I didn't really consider that. 13:19 24 Q Did you think it was inappropriate for him to 13:19 25 do that? 13:19 Page 74 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 76 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A I mean, it's, you know, perfectly reasonable 13:19 2 for people to start up other competing companies. 3 think the point he was trying to make to me is that we 13:19 4 should be happy about that, which is our decision, not 13:19 5 his. 13:19 6 7 Q 10 11 12 13 14 15 So, when you said that you weren't happy -- actually, you said, I was pretty angry about it. 8 9 I A 13:19 13:19 Why were you angry? 13:19 Well, I felt like his conversations with me 13:19 were disingenuous. Q 13:19 13:19 But you didn't think it was inappropriate for him to start up a competing company; did you? MR. VAN NEST: 13:19 Object to form; 13:19 "inappropriate." THE WITNESS: 13:19 13:19 I don't know all the 13:19 16 restrictions he might be under or the various 13:19 17 contracts and so on. 13:19 18 question. 19 MR. GONZALEZ: So, that's a very complex 13:19 Q. In your mind, would it 13:19 20 have been inappropriate for him to have conversations 13:20 21 with General Motors, when he was still a Google 13:20 22 employee, about maybe starting up a trucking company? 13:20 23 MR. VAN NEST: 24 THE WITNESS: 25 Objection to form. I mean, I'm not a lawyer. 13:20 I 13:20 don't know what all the issues would be with that, 13:20 Page 75 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 77 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 but -- 2 3 4 13:20 MR. GONZALEZ: Q. Do you have any issues with that yourself? A 13:20 13:20 I mean, I think it would be pretty unusual 13:20 5 for an employee to start operating on a new business 13:20 6 while they're working on their current business with 13:20 7 their employer, and that sounds highly unusual. 13:20 8 9 Q about, operating any business. 10 11 12 13 14 And, to be clear, that's not what I'm asking 13:20 I'm asking right now just about 13:20 communications, conversations. A 13:20 Well, conversations as Waymo, or 13:20 conversations as Anthony himself? Q 15 13:20 13:20 As Anthony himself. 13:20 Let me rephrase the question. 13:20 13:20 16 A I'm not a lawyer. 17 Q I just want to know what you believe. You're 13:20 18 not -- you're not a lawyer, but you're the CEO of the 13:20 19 company. 13:20 20 In your view, as CEO of the company, are 13:20 21 employees allowed to have conversations with third 13:20 22 parties about start-ups that they might want to form? 13:21 23 MR. VAN NEST: 24 THE WITNESS: 25 Objection to form. If I was asked that question, I would ask my lawyer, and I'd have them talk to them. 13:21 13:21 13:21 Page 76 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 78 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 MR. GONZALEZ: Q. You don't have an opinion, 13:21 2 one way or the other, sitting here today, as to 13:21 3 whether your employees can do that? 13:21 4 MR. VAN NEST: 5 THE WITNESS: 6 13:21 So, it sounds to me like a 13:21 legal question. 7 8 Object to form. 13:21 MR. GONZALEZ: Q. It may also be a business 13:21 question; right? 9 10 13:21 So, I'm asking you from the business side. 13:21 Is there anything at Google, any policy that 13:21 11 you're aware of, that prevents employees from talking 13:21 12 to third parties about the possibility of doing a 13:21 13 start-up? 13:21 14 MR. VAN NEST: 15 THE WITNESS: Objection. It's vague. 13:21 I mean, a start-up, that's, you 13:21 16 know, exactly what you're currently doing, or 13:21 17 something else, or depending on whether we bought your 13:21 18 company or not, or many other things. 13:21 19 I don't know. That's a complicated question, 13:21 20 and I generally would ask my attorney that question to 13:21 21 look at that. 13:21 22 23 MR. GONZALEZ: Q. Are you generally aware of the policies of Google? 13:22 13:22 24 A I mean, there's a lot of policies. 13:22 25 Q Understood. 13:22 Page 77 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 79 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Are you generally aware of the policies at 13:22 2 Google that deal with employees starting up their own 13:22 3 companies? 13:22 4 5 6 A I wouldn't say I'm generally aware of that. 13:22 I don't think that comes into practice very often. Q 13:22 Are you aware of any situation where an 13:22 7 employee has wanted to start up a new company, and 13:22 8 Google said to that employee, You can't do it? 13:22 9 A I mean, those exact quotes? 13:22 10 Q Or words to that effect. 13:22 11 A I mean, I'm not aware of that. 13:22 12 Q So, let me ask you about Anthony. 13:22 13 A Yeah. 13:22 14 Q Not a hypothetical, but about -- about 13:22 15 Anthony Levandowski. 16 13:22 If, after having this conversation with you 13:22 17 about trucking -- you say it was shortly before he 13:22 18 left. 13:23 19 If that same day Mr. Levandowski had called 13:23 20 General Motors and said, "Hey, I've got an idea about 13:23 21 autonomous trucking. 13:23 22 trucks without drivers," in your view, would that have 13:23 23 been a violation of some Google policy? 13:23 24 MR. VAN NEST: 25 THE WITNESS: Maybe we can ship stuff on Object to form. I don't know. 13:23 13:23 Page 78 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 80 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 MR. GONZALEZ: Q. There isn't any policy in 13:23 2 particular that jumps out at you that says, Oh, no, 13:23 3 you can't do that? 13:23 4 5 A I mean, I think it's a complicated area. 6 7 I mean, I don't know. 13:23 13:23 MR. VAN NEST: Counsel, when you get to a convenient spot, let's -- 13:23 13:23 8 MR. GONZALEZ: Let's go off the record. 13:23 9 MR. VAN NEST: -- take a short break. 13:23 10 MR. GONZALEZ: Let's go off the record. 13:23 11 THE VIDEOGRAPHER: 12 1:24 p.m. (Recess taken.) 14 THE VIDEOGRAPHER: 17 13:23 We are back on the record at 1:38 p.m. 16 MR. GONZALEZ: MR. VAN NEST: 19 THE WITNESS: Q. Sir, is this litigation Object to form. Yeah, I'm not sure which litigation you're referring to. 21 case here -- cases, I suppose. MR. GONZALEZ: 13:38 13:38 20 22 13:38 13:38 important to you? 18 13:23 13:23 13 15 We are off the record at But generally, the I'm asking you specifically 13:38 13:38 13:38 13:38 13:38 23 about the litigation that Waymo has brought against 13:38 24 Uber. 13:38 25 Q Is that litigation important to you? 13:38 Page 79 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 81 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 A I mean, in some ways, I would say yes; in some ways, no. 3 13:39 13:39 I mean, I think however many years we've been 13:39 4 running Google/Alphabet, we've never had to bring a 13:39 5 case like this before, which is, you know, a lot of 13:39 6 years and a lot of employees. 13:39 7 8 9 10 11 On the other hand, the scale of our business, it's not -- you know, we have a very large business. Q So, when you say in some ways, yes, it's important, what do you mean by that? A Well, I think if somebody has likely done 13:39 13:39 13:39 13:39 13:39 12 something wrong, that it's probably important to -- 13:39 13 to -- to pay attention to that. 13:39 14 15 Q And what is it that makes you think that Uber may have done something wrong? 16 MR. VAN NEST: Again, object to any 13:39 13:39 13:39 17 discussion of communications you've had with lawyers. 13:39 18 If you have some information outside of that, 13:40 19 you may answer. 20 THE WITNESS: 13:40 I mean, I think we're still in 13:40 21 the early stages of that -- of knowing the answers to 13:40 22 those questions, and I expect we'll get much better 13:40 23 ones. 13:40 24 25 MR. GONZALEZ: Q. Well, sitting here today, separate and apart from what your lawyers may have 13:40 13:40 Page 80 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 82 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 told you, what is your understanding of what Uber did 13:40 2 that led to them being sued? 13:40 3 A Well, I mean, I think that Otto, the company, 13:40 4 obviously, in my understanding, there is a poaching 13:40 5 claim. 13:40 6 that are at issue. 7 potentially by Uber at a pretty early stage. 8 there's a very large price paid to a company that 13:40 9 existed for a very short time in combination with 13:41 that. 13:41 10 11 12 13 14 There is a trade secret claim. There's files There's knowledge of that 13:40 And then That's, you know, I think the basic summary 13:41 people would give of the -- of the proceedings here. Q 13:40 13:41 You used the word "potentially," which is an 13:41 important word, at least in my mind. 13:41 15 When you say that, potentially, Uber knew at 13:41 16 a pretty early stage of some wrongdoing, what is the 13:41 17 specific wrongdoing that you believe Uber knew about? 13:41 18 19 20 21 22 MR. VAN NEST: Again, Mr. Page, do not 13:41 provide any communications you had with lawyers. 13:41 If you can answer outside that -- that's all 13:41 counsel is asking for -- you may answer him. THE WITNESS: 13:41 I mean, I can provide, like, a 13:41 23 summary of some of the press articles that I read, 13:41 24 which is probably not that interesting, as it's public 13:41 25 knowledge. 13:41 Page 81 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 83 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 MR. GONZALEZ: And you read about that. 2 mean, we all can read the papers. 3 don't know anything, that's fine. 4 I -- and if you 13:41 13:41 13:41 5 lawyers may have told you, do you have any factual 13:41 6 basis for believing that, at an early point, Uber knew 13:42 7 there was something wrong? 13:42 I mean, I guess the thing I'm referring to is 13:42 just some public information around the time in which 13:42 10 they knew maybe there was copied files, but I'm not an 13:42 11 expert on that. 13:42 12 that effect. 9 A I just need to know: 13:41 Other than what your 8 Q I 13 14 15 13:42 I'm not talking a privileged communication 13:42 there. Q 16 17 I just have seen some comments to 13:42 Understood. 13:42 You're just talking about what you read in 13:42 the papers? 18 A Yeah. 19 Q Okay. 13:42 13:42 Other than what you read in the 13:42 20 papers, you don't have any personal knowledge; is that 13:42 21 fair? 13:42 22 A No. 13:42 23 Q "No" meaning it is fair? 13:42 24 A I'd say other than that and privileged 13:42 25 communication. 13:42 Page 82 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 84 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 MR. GONZALEZ: Let me show you a document 13:42 that we've marked as Exhibit 1088. 3 13:42 (Document marked Exhibit 1088 4 13:42 for identification.) 13:42 5 MR. VAN NEST: Thank you. 13:42 6 MR. GONZALEZ: For the record, this is an 13:42 7 e-mail chain. 8 from Mr. Page, dated December 6th, 2010. 9 stamp Nos. '26138 through '140. 10 Q The top of the first page is an e-mail 13:42 It has Bates 13:43 13:43 I'm going to show you a series of documents. 13:43 11 And you obviously can read whatever you feel like you 13:43 12 need to read, but I'm going to ask you only some very 13:43 13 specific questions. 13:43 14 you look at what I'm asking you. 15 need to read more, you can read as much as you feel. And so, what I suggest is that And, if you feel you 13:43 13:43 16 A Okay. 13:43 17 Q This is an e-mail from you to David Lawee. 13:43 Did I pronounce that correctly? 13:43 18 19 A Yes. 13:43 20 Q Is Mr. Lawee still with your company? 13:43 21 A He is. 13:43 22 Q And what was his position at this time in 13:43 23 2010? 24 A 25 13:43 I mean, I think in the context, I don't know his exact position. But, 13:43 13:43 Page 83 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 85 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 13:43 3 4 5 And he went on to be business development and 13:43 investments. Q 13:43 The discussion in this e-mail is about . 8 13:44 Is that generally fair? 13:44 9 A I mean, I can look through it, if you'd like. 13:44 10 Q Sure. 13:44 And particularly, I'd call your attention to 13:44 11 12 the first page past the halfway point, the e-mail from 13 Mr. Lawee to you. He's talking about . 15 13:44 Do you see that? 13:44 13:44 16 A Yeah. 17 Q Does that refresh your recollection that ? 22 A 13:44 13:44 I mean, I guess I can read the e-mail. I'm 13:44 23 not sure that's -- are you saying that was our intent 13:44 24 or -- 13:45 25 Q Does that refresh your recollection that 13:45 Page 84 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 86 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 that's where you ended up? 13:45 2 A No. 13:45 3 Q And then you wrote back and you said: 13:45 4 13:45 6 Do you see that? 13:45 13:45 7 A Yeah. 8 Q What do you mean by that, ? 10 A 13:45 I mean, we wanted to probably approximate 13:45 11 the -- what a start-up would do for some of the key 13:45 12 people. 13:45 13 14 15 Q And that was, in part, to encourage them to stay; right? A 13:45 13:45 I mean, I've already testified that I think 13:45 16 you're getting them to stay, but also getting them to 13:45 17 really be vested in the outcome is maybe the more 13:45 18 important question. 13:45 19 Q And then you said, at the top e-mail 13:45 23 24 A 25 Q Do you see that? 13:45 Yeah, I saw that at the top. 13:45 13:45 Page 85 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 87 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 13:46 7 Q 8 9 Right. 13:46 And the passengers that you're currently 13:46 giving rides to in Phoenix, ? 11 13:46 A 13:46 13 Q Fair enough. 13:46 14 13:46 19 Q You tell me. 20 understanding is that 21 wrong. . My 13:46 If I'm wrong, I'm 13:46 13:46 22 A 23 Alphabet. 24 Q 25 You're the CEO. I'm not the CEO of Waymo. Fair enough. I'm the CEO of 13:46 13:46 We'll -- we'll find out from somebody else, but I think they're free. 13:46 13:46 Page 86 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 88 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A Okay. 2 Q When you say 13:46 ? 6 A I guess I'm confused about the context of 7 that -- of this statement. 8 has nothing to do with this document; no? 9 Q 13:47 13:47 Is that just -- I mean, it Tell me why you're separating the two. 13:47 13:47 I -- 13:47 10 I thought that this document was a discussion that led 13:47 11 to -- 13:47 12 A 13 14 Oh, I see what you're saying. I think they just didn't do that. 13:47 13:47 Q 13:47 23 MR. VAN NEST: 24 THE WITNESS: 25 Object to form. 13:47 I don't know what happens. I 13:47 mean, reading this, it's an interesting history. I 13:47 Page 87 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 89 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 mean, maybe it would have -- it would have been good 13:47 2 if we did that. 13:48 3 4 5 Who knows? MR. GONZALEZ: Q All right. It's your recollection, looking at this 13:48 13:48 document, that at some point, 13:48 19 A I don't -- I don't recall saying that. 13:48 20 Q Do you recall that Sebastian Thrun was 13:48 21 involved in the discussions about 13:49 25 Q Yes. 13:49 Page 88 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 90 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 A Yeah, I mean, it says it's, like -- his name 13:49 is on here, and I think he was involved in that, yeah. 13:49 3 Q Do you recall what role he played? 13:49 4 A I mean, he was definitely one of the people 13:49 5 reviewing it and kind of in charge. 6 exact role he played. 7 Q I don't know the 13:49 13:49 Do you recall telling Sebastian, ? 11 A I don't recall that, no. 12 Q Do you recall telling him that, 13:49 13:49 13:50 25 MR. GONZALEZ: Let me show you Exhibit 1089. 13:50 Page 89 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 91 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 (Document marked Exhibit 1089 2 for identification.) 3 MR. GONZALEZ: For the record, this is a 13:50 13:50 13:50 4 two-page e-mail with Bates stamp WAYMO '26142 and 13:50 5 '143. 13:50 6 Q Sir, you are not part of this e-mail chain, 13:50 7 but I believe there's a reference in the chain to you 13:50 8 in the second e-mail from the top. 13:50 9 A Okay. 13:51 10 Q Actually, with re- -- with respect to the one 13:51 11 I just showed you, 1088, I forgot to ask you 13:51 12 something. 13:51 13 14 When is the last time that you've seen this e-mail, 1088? 13:51 13:51 15 It's dated December 6th, 2010. 13:51 16 Have you seen it since then? 13:51 I'm not sure how to answer that question. 13:51 MR. VAN NEST: 13:51 17 A 18 19 about discussions with your lawyers. 20 21 He's asking about, have you seen it in the course of business since that time? 22 THE WITNESS: 23 MR. GONZALEZ: 24 25 Don't provide the information I don't think so, no. Q. In preparing for your deposition, did you review documents? A Yeah. 13:51 13:51 13:51 13:51 13:51 13:51 13:51 Page 90 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 92 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Q And did those documents help refresh your 13:51 2 recollection about events that occurred many years 13:51 3 ago? 13:51 4 MR. VAN NEST: That's overbroad. I'll object 13:51 5 to the form of the question. 13:51 6 THE WITNESS: 13:52 7 helped my recollection somewhat. 8 9 I mean, I'm sure that they MR. GONZALEZ: Q. 13:52 They helped refresh it 13:52 because these events are events that took place a long 13:52 10 time ago? 13:52 11 A Yeah. 13:52 12 Q And what specific documents helped refresh 13:52 13 your recollection? 13:52 14 A I don't recall. 13:52 15 Q Are these documents that were shown to you in 13:52 16 preparation for your deposition? 13:52 17 A Certainly not -- yes. 13:52 18 Q All right. 13:52 19 MR. GONZALEZ: Counsel, I think per 13:52 20 Judge Alsup's standing order, we're entitled to see 13:52 21 those documents. 13:52 22 23 24 25 MR. VAN NEST: I don't think so, Counsel, but we can debate that at a later time. MR. GONZALEZ: Okay. Fine. 13:52 13:52 Fair enough. Just so the record is clear. 13:52 13:52 Page 91 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 93 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 MR. VAN NEST: I disagree, but -- 13:52 2 MR. GONZALEZ: So that the record is clear, 13:52 3 we're -- we're asking for them, and Counsel is 13:52 4 declining to provide them. 13:52 5 6 And I agree with you. 9 10 All right. Q 13:52 Let me come back to my question. 13:52 I -- I -- is there any particular document 13:52 that comes to mind in terms of refreshing your 13:52 recollection? 13:52 11 12 13:52 debate the point now. 7 8 We don't need to Or, is it just the documents in general 13:53 refreshed your recollection? 13 MR. VAN NEST: 14 THE WITNESS: 15 MR. GONZALEZ: 13:53 Objection to form. 13:53 Nothing in particular. Q. 13:53 This Document 1088, is 13:53 16 this one that refreshed your recollection in preparing 13:53 17 for the deposition? 13:53 18 19 20 A It's a long e-mail thread, so I'm not sure. Q 21 22 I mean, I think so. 13:53 13:53 Understood. 13:53 Before seeing this e-mail recently, did you 13:53 remember that you had suggested ? 13:53 24 A No, I did not remember that. 13:53 25 Q All right. 13:53 Page 92 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 94 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Now, if we can please go to 1089. 13:53 2 A (Witness complies.) 13:53 3 Q First, you'll notice the e-mail from 13:53 4 Sebastian right about the halfway point of the first 13:53 5 page from 11:11 p.m. 13:53 6 7 A 8 9 Do you see that? 13:54 Yes. 13:54 MR. VAN NEST: Take your time and review the document, Mr. Page. 10 MR. GONZALEZ: 13:54 It's actually right above the 11 redaction. 12 redacted, that little black box. 13 Q 13:54 There's one part of the document that's 13:54 13:54 13:54 Do you notice that right above that, it says: 13:54 14 "Anthony, 13:54 15 Do you see that? 13:54 ." 16 A Yeah. 13:54 17 Q Does this refresh your recollection that, 13:54 18 ? 13:54 21 A I mean, I don't recall that. 13:54 22 Q And then it says -- right below the 13:54 23 redaction, it says: 13:54 24 13:54 Page 93 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 95 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Do you see that? 13:54 2 A Yeah. 13:54 3 Q Does that refresh your recollection -- 13:54 4 recollection at all that ? 7 8 9 10 A I mean, I don't recall it. I'm sure it's, like, an actual document somewhere. Q Sergey? And then, if you go up the chain, is it Is that how you pronounce his name? 11 A Sergey. 12 Q Okay. 13 13:55 13:55 13:55 13:55 13:55 13:55 Sergey writes -- he's your co-founder; is that right? 13:55 13:55 14 A Yes. 13:55 15 Q You're good friends? 13:55 16 A Yes. 13:55 17 Q Sergey writes: 13:55 18 13:55 21 Do you see that? 13:55 13:55 22 A Yeah. 23 Q He's basically asking, ? 25 A Is he -- is he asking me? 13:55 13:55 Page 94 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 96 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 Q No, he's not asking you. I just want you to follow the e-mail. 13:55 13:55 3 A Okay. 13:55 4 Q Is that your understanding, that he's asking, 13:55 5 ? 6 MR. VAN NEST: 7 THE WITNESS: 8 MR. VAN NEST: He -- he's never seen this. 13:55 9 MR. GONZALEZ: All right. 13:55 10 11 Q I'll object to the form. 13:55 The question -- Let's go up the e-mail chain and get to the part with your name. 12 context in. 14 part: 13:55 13:55 13:56 Sebastian responds -- I just want to put the 13 13:55 He responds to Mr. Brin, and it says, in 13:56 13:56 13:56 15 13:56 18 Do you see that? 13:56 19 A Yeah. 13:56 20 Q Do you agree that that's the directive that 13:56 21 you gave? 13:56 22 A 13:56 23 way. I mean, I can't -- I wouldn't say it in that But I think at the time, like, 13:56 Page 95 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 97 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 13:56 Q And, by the way, it says: 13:56 3 13:56 4 Do you believe that Chauffeur has succeeded? 13:56 I mean, I think it's accomplished a lot. I 13:56 6 mean, I think, you know, that there's no doubt that 13:56 7 the whole industry has changed as a result, a large 13:56 8 industry. 13:56 9 Q 13:57 5 A As of the date that Mr. Levandowski left your 10 company in January of 2016, as of that date, did you 13:57 11 think that Chauffeur had succeeded? 13:57 12 that it had? 13 A 14 about Would you agree 13:57 In the context of this document, which is 13:57 13:57 Page 96 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 98 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 3 4 A As I already stated, I think there are some complicated things around that. Q What is it that you're referring to when you say -- I didn't intend to say anything controversial. 13:57 13:57 13:58 13:58 5 13:58 Page 97 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 99 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 13:59 Page 98 Veritext Legal Solutions 866 299-5127 Case Document 1068-6 Filed 08/02/17 Page 100 of 220 HIGHLY CONFIDENTIAL - EYES ONLY - - - - - - l? 14=oo I'm sorry. I think I've asked you this, but 14:00 is David Lawee still with you? 14:00 A Yes, he is. He runs a different area now. 14:00 (Document marked Exhibit 1090 14:00 for identification.) 14:00 MR. GONZALEZ: Sir, let me show you a 14:00 document that we've marked as Exhibit 1090. 14:00 MR. VAN NEST: I got it. Thank you. 14:01 MR. GONZALEZ: For the record, it is a 14:01 two?page e-mail, with Bates stamp No. WAYMO '26144 and 14:01 '45. 14:01 Sir, this is an e-mail chain. The top e-mail 14:01 was sent to you by Laszlo Bock on July 9, 2011; 14:01 correct? 14:01 A Uh-huh. 14:01 Yes? 14:01 Page 99 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 101 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A Yes. 2 Q Okay. Sorry. 14:01 And I just want to show you a couple 14:01 3 of parts of this. First, if you look at the bottom of 4 the second page, you start this chain by asking for a 14:01 14:01 5 14:02 7 8 Do you see that at the very bottom of that 14:02 second page? 14:02 9 A Okay. 14:02 10 Q Is Laszlo Bock still with Google? 14:02 11 A He is not. 14:02 12 Q Do you know where Mr. Bock is today? 14:02 13 A No. 14:02 14 Q And do you -- does this refresh your 14:02 15 recollection that ? 18 19 20 A I can read through it, if you'd like. 14:03 I 14:03 don't know that -Q No, no, no. 14:03 I'm simply asking whether 14:03 21 looking at it today refreshes your recollection that, 22 back in July of 2011, ? 14:03 14:03 24 A Yeah, I think that's correct. 14:03 25 Q And, on the first page, point No. 2, does 14:03 Page 100 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 102 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 that refresh your recollection that ? 4 5 14:03 MR. VAN NEST: He's asking whether you now 14:03 remember that, after reviewing this. 6 THE WITNESS: 14:03 No, I don't remember that. I 14:03 7 mean, I don't know if this is, like, the complete 14:03 8 thing also. 14:03 9 I mean, this is -- MR. GONZALEZ: I understand. 10 be a snapshot in time. 11 to see if it sparks a memory. 12 Q I get that. This may simply I'm just trying 14:03 14:03 14:03 Right above that, it talks about 14:04 16 Do you see that? 14:04 17 A Yeah. 14:04 18 Q Does that refresh your recollection that 14:04 19 I just don't know myself. 24 25 Q 14:04 All right. 14:04 The point of this e-mail is simply to show 14:04 Page 101 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 103 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 that, even though you may not remember today, you were 2 involved in communications in 2011 about ; is that fair? 4 MR. VAN NEST: 5 THE WITNESS: 6 It seems like 7 I'm being informed. 8 9 MR. GONZALEZ: 14:04 Object to form. 14:04 I'm not sure how involved I am. , and 14:04 14:04 14:04 Q. Do you recall -- does this 14:04 refresh your recollection that, in 2011, ? 12 13 14:04 MR. VAN NEST: 14:04 He wants to know if you now 14:05 remember that. 14 THE WITNESS: 15 MR. VAN NEST: 16 THE WITNESS: 14:05 No. 14:05 That's what he's asking. I don't now remember that. 17 believe I was on this e-mail. 18 MR. GONZALEZ: 19 (Document marked Exhibit 1091 20 Whoops. 14:05 I 14:05 Wrong one. 14:05 14:05 for identification.) 21 MR. GONZALEZ: 14:05 14:05 Sir, let me show you a 14:05 22 document that we've marked as Exhibit 1091. 23 one-page e-mail from Waymo with the Bates stamp 14:05 24 '11799. 14:05 25 MR. VAN NEST: Thank you. It's a 14:05 14:05 Page 102 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 104 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 3 4 MR. GONZALEZ: Q. Do you recall receiving 14:06 this e-mail from Mr. Levandowski on January 27, 2016? A I mean, I think I clearly did receive this 14:06 14:06 e-mail, yes. 14:06 5 Q I'm sorry? 14:06 6 A I clearly received this e-mail, yes. 14:06 7 Q Do you remember it? 14:06 8 A I remember getting an e-mail like this, yes. 14:06 9 Q He says that he bumped into Sebastian, and 14:06 10 he's super happy at Udacity and kitty hawk. 14:06 11 14:06 15 Q Then he says: 14:06 16 "There's just too much BS with Chris." 14:06 17 That's Mr. Urmson? 14:06 18 A Yes. 14:06 19 Q "JK, Brian." 14:06 Who did you understand that was referring to? 14:06 That's John Krafcik and Bryan Salesky, I 14:06 20 21 22 23 A assume. Q 14:07 You said earlier that, when you received the 14:07 24 e-mail, you don't recall responding to 14:07 25 Mr. Levandowski; is that right? 14:07 Page 103 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 105 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A Yeah, I don't recall responding. 14:07 2 Q You delegated that task to someone else. 14:07 3 What was your understanding as to what 14:07 4 Mr. Levandowski's relationship was -- was with John or 14:07 5 Bryan? 14:07 6 7 MR. VAN NEST: Objection; form. It's 14:07 compound. 8 9 Did you have an understanding? THE WITNESS: 14:07 Sorry. Can you repeat it? 14:07 Sorry. 10 14:07 MR. GONZALEZ: 11 Q Yeah. 14:07 You -- you indicated earlier that you were 14:07 12 aware that there was some tension between Anthony and 14:07 13 Chris. 14:07 14 15 Were you aware of any tension between Anthony and Bryan? 16 17 A 19 14:07 Anthony and Bryan. I'm just trying to think about that. 18 14:07 14:07 14:07 I mean, yeah, I can't really recall. It wouldn't be surprising, I think, but... 14:07 14:08 20 Q What about Anthony and John? 14:08 21 A There was definitely tension between Anthony 14:08 22 and John. 14:08 23 Q 14:08 24 25 And -- and explain to me what you base that on. 14:08 A Well, I mean, a couple of things. I mean, I 14:08 Page 104 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 106 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 think it's hard to hire a new person and put them in 14:08 2 charge and have the previous people who were in charge 14:08 3 be there. 14:08 4 job of that, but there was a lot of tension. 5 Q So, I think they actually did a pretty good 14:08 John was hired to be in charge of the group 14:08 6 at a time when you understood that Anthony wanted to 14:08 7 be in charge. 14:08 8 9 A Is that what you're referencing? 14:08 I don't know that Anthony wanted to be in 14:08 10 charge. 11 obviously. You know, somewhat as -- you know, when 14:08 12 you hire a new person, it's just hard to retain the 14:08 13 old people. 14:08 14 better than most, I think. 15 16 17 Q But he was a significant person on the team, That's pretty unusual. And, we do it Who made the decision to hire John as the head of the project? A 14:08 14:08 14:09 14:09 I mean, I think probably -- 14:09 Page 105 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 107 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 14:09 9 10 11 12 Q Did you consider appointing Mr. Levandowski 14:09 to the position that John got? A 14:09 I mean, I don't -- I don't remember seriously considering that. 14:10 14:10 13 Q And why didn't you? 14 A I mean, I was, as I said, 14:10 14:10 Page 106 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 108 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 3 4 14:10 Q Why did you think it made a lot of sense for 14:10 Mr. Levandowski to have a role around the hardware? A 14:10 I just think he had a lot of passion around 14:10 5 it and, you know, would probably move things forward. 14:10 6 But that was hardware, specifically build of a car -- 14:10 7 build of cars, which I felt like was an easier thing 14:11 8 to do maybe than the team thought, and I think Anthony 14:11 9 agreed with me about that. 14:11 10 11 12 Q What is it that made you believe that 14:11 Mr. Levandowski would be good at building the car? A 14:11 Well, I think he just had done that before. 14:11 13 So he built the -- not the car, but really, the 14:11 14 integration with the car. 14:11 15 really correct; taking a car that exists and 16 integrating the self-driving systems with it. 17 that before for us, so it was not a stretch. 18 involved in it. Building the car is not 14:11 He did He was 14:11 14:11 14:11 19 Q Are autonomous vehicles important to Google? 14:11 20 A Well, I -- 14:11 21 MR. VAN NEST: 22 THE WITNESS: 23 MR. VAN NEST: 24 THE WITNESS: 25 Objection; form. -- yeah, I guess -You may answer. -- they're part of Alphabet, not Google. 14:11 14:12 14:12 14:12 14:12 Page 107 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 109 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 MR. GONZALEZ: All right. 14:12 2 Q Are autonomous vehicles important to 14:12 3 Alphabet? 14:12 4 A 14:12 I mean, I think it's a scenario where, you 5 know, we're obviously investing a lot in. And then, 14:12 6 you know, it's one of the things we work pretty hard 14:12 7 on. 14:12 8 Q Why? 14:12 9 A I think a lot of people die on highways, and 14:12 10 I think people spend a lot of time driving. 11 it's an important area. 12 I think 14:12 14:12 Q 14:13 Page 108 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 110 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A 14:13 4 Q Is Uber a competitor? 14:13 5 A I think it's pretty clear that Uber is a 14:13 6 competitor in the self-driving space. 14:13 7 Q When was that made clear to you? 14:13 8 A Well, I think just Travis started talking 14:13 9 about it, you know, like -- 10 Q When? 11 A I don't know. 14:13 14:13 Whenever he started talking 14:13 12 about it in public, I think it was pretty clear. 13 said, like, "We must do this, or our company will not 14:13 14 succeed." 14:13 15 they're not a competitor at that point. 16 17 18 19 Q I think it's pretty foolish to assume Did you ever have any discussions with Mr. Kalanick about them being a competitor? A I mean, I think from time to time we He 14:13 14:14 14:14 14:14 14:14 discussed some things. 14:14 Page 109 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 111 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 14:14 2 Q Do you remember when you told him that? 14:14 3 A No. 14:14 4 over the years. 5 6 I mean, I've had a few conversations I don't... MR. GONZALEZ: 14:14 Let me show you a document 14:14 that we've marked as Exhibit 1092. 7 14:14 (Document marked Exhibit 1092 8 14:14 for identification.) 9 MR. GONZALEZ: Sorry. 14:15 Before I get to 1092, 14:15 10 I forgot to ask one question about what you just said 14:15 11 about Travis. 14:15 12 13 Q You didn't recall when you had the 14:15 conversation. 14:15 14 Do you recall where you were? 14:15 15 Were you having lunch somewhere? 14:15 No, I don't really recall. We had various 14:15 So, I don't 14:15 16 A 17 contact at conferences and things. 18 think -- we generally didn't have scheduled meetings, 14:15 19 but we'd kind of bump into each other. 14:15 20 Q 21 22 25 Fair enough. 14:15 Exhibit 1092 is an e-mail chain involving Mr. Page. 23 24 All right. It's a one-page document, WAYMO '26141. Mr. Page, do you recall receiving the bottom e-mail from Mr. Levandowski on May 16, 2011? A I'm sure I received it. Let me just take a 14:15 14:15 14:15 14:15 14:15 Page 110 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 112 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 look at it. 14:15 2 Q Sure. 14:15 3 A (Witness reading document.) 14:15 Okay. 14:16 When Mr. Levandowski refers to 14:16 4 5 Q 6 ? 14:16 8 A Yeah, I think that's correct. 14:16 9 Q And why is it that you forwarded this to 14:16 10 11 Sebastian? A 14:16 I mean, this is a long time ago, in 2011. 14:16 12 But, I mean, it looks to me like, you know, I told 14:16 13 him, "Can you handle this?" 14:16 14 like, I don't want to deal with this. 15 16 17 18 So, I'm just saying, 14:16 And then Sebastian confirms that it's an 14:16 issue; like, there's some sort of management issue. Q 14:16 "Anthony threatens to leave the team if he 14:17 isn't the single leader." 19 14:17 Do you see that? 14:17 20 A Yeah. 14:17 21 Q Is that kind of what you were thinking at the 14:17 22 time, that Anthony himself wants to be the leader of 14:17 23 this team? 14:17 24 25 A Well, I told you I think he was, like, a significant leader or the main leader of the team 14:17 14:17 Page 111 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 113 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 early on, and at some point that kind of transitioned. 14:17 2 And that's probably what this is about. 14:17 3 4 Q 7 8 9 A No. 14:17 I mean, that was much, much later. That was recently. Q Right. 14:17 So what -- what was the trigger, if you can 14:17 recall, that led to the transition? 13 question. 14 with Chris, who was in the -- running it. Q 16 I don't know. 14:17 I'm not that expert on that 14:17 I mean, I assume it has something to do 14:17 14:17 Sebastian says: 14:17 "If he is the single leader, a good number of 14:17 team members will leave." 18 14:17 14:17 A 17 14:17 leader of that group? 12 15 14:17 Is it when you hired John as the CEO or the 10 11 14:17 transitioned, in your mind? 5 6 If you can recall, when is it that it 14:17 Do you see that? 14:17 19 A Yeah. 14:18 20 Q Did you ever talk to Sebastian about that? 14:18 21 A I mean, I don't recall. 14:18 22 Q The conversation that you had with TK, where 14:18 23 , was that before this lawsuit was 25 filed? 14:18 14:18 Page 112 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 114 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A Yes. 14:18 2 Q Do you remember how long before the lawsuit 14:18 3 was filed? 14:18 4 A No. 14:18 5 Q Do you recall that, from time to time, 14:18 6 Mr. Levandowski would send you fairly lengthy e-mails 14:18 7 with his ideas and thoughts about the autonomous 14:18 8 driving unit, Project Chauffeur? 14:18 9 MR. VAN NEST: Object to form. 10 THE WITNESS: 11 (Document marked Exhibit 1093 12 for identification.) 13 14 MR. GONZALEZ: THE WITNESS: 16 MR. GONZALEZ: 18 Let me show you a document that we've marked as Exhibit 1093. 15 17 Yeah, I don't recall that. Okay. This is a two-page e-mail chain, with Bates stamp Nos. '6311 and '6312. Q 14:18 14:18 14:18 14:18 14:18 14:19 14:19 14:19 14:19 Is this an e-mail, sir, that you received at 14:19 19 the bottom of the first page from Mr. Levandowski on 14:19 20 January 9th, 2016? 14:19 21 A I mean, I think so, yes. 14:19 22 Q If you'll look at the bottom of that first 14:20 23 page, he says: 14:20 24 25 14:20 Do you see that? 14:20 Page 113 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 115 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A Yeah. I mean, that's sort of self-serving, 14:20 2 . 14:20 3 Q Did you agree with his statement? 14:20 4 A No, I don't think so. 14:20 5 Q Why not? 14:20 6 A I mean, for the reason I just said. I think, 14:20 7 like -- I mean, for what I just -- the reasons I just 14:20 8 said. 14:20 9 he's arguing is going fine. 10 11 He's -- he's focused on what he's doing, which But I think that's -- even his own statement is, like -- then he says: 14:20 14:20 14:20 12 14:20 14 15 So, I mean, it's, like, even self-contradictory, I think. 16 Q So, other than it being self-serving and 14:20 14:20 14:20 17 possibly self-contradicting, as you just noted, was 14:20 18 there anything at the time that led you to believe 14:20 19 that 14:21 Page 114 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 116 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 14:21 Q 3 4 All right. 14:21 And then, if you'd go to the top of the 14:21 second page. 14:21 5 A (Witness complies.) 14:21 6 Q It says on the second line: 14:21 7 14:21 9 Do you see that at the end of the second 14:21 10 line? 11 A Yeah. 14:21 12 Q Do you agree with that? 14:21 13 A I mean, in general, I would agree with the 14:21 14 14:21 sentiment of that. 14:21 17 Q Then he says in the next paragraph: 14:22 18 14:22 21 Do you see that? 14:22 22 A Yeah. 14:22 23 Q Would you agree with that? 14:22 24 A Let me read through this. 14:22 MR. VAN NEST: 14:22 25 You should read the paragraph. Page 115 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 117 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 THE WITNESS: 2 Sorry. 3 MR. GONZALEZ: 4 5 Q (Reading document.) 14:22 Can you state the question again? Yes. 14:22 Did you agree with this statement that he's 8 14:22 making here about ? 7 14:22 A 14:22 I don't think that's the greatest plan at this time. 9 Q Why not? 10 A I 14:23 14:23 14:23 14:23 14 Q Then he says in the next line: 14:23 15 ? 19 A Yeah, I would think so. 20 Q Do you recall that ? 22 23 24 25 A 14:23 14:23 I don't recall it, but, I mean, it seems pretty clear from the e-mail. Q 14:23 Do you recall that that was part of the tension between him and John? 14:23 14:23 14:23 14:23 Page 116 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 118 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A That I'm a bit -- I 14:24 11 MR. VAN NEST: 12 THE WITNESS: 13 MR. GONZALEZ: Objection; form. 14:24 Yeah, I'm not aware of any. Q. 14:24 You mentioned earlier that 14:25 14 Mr. Levandowski had a negative impact on the 14:25 15 autonomous driving? 14:25 16 A I said may have had a negative impact. 14:25 17 Q You said "may have"? 14:25 18 A (Witness nods head.) 14:25 19 Q All right. 14:25 Well, then let me clarify. 20 Sitting here today, is it your view that 14:25 21 Mr. Levandowski had a negative impact on Project 14:25 22 Chauffeur, or are you not sure? 14:25 23 A I already testified I think it could be -- go 24 either way. Could be either way, and that we'll learn 25 more, I expect. 14:25 14:25 14:25 Page 117 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 119 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Q Before, you said "and I will learn more"? 14:25 2 A I said we will learn more. 14:25 3 Q Before this lawsuit was filed -- or actually, 14:25 4 back up even more. 5 14:25 Before Mr. Levandowski left Google, as of 14:26 6 that point, January 2016, did you think that he had 14:26 7 had a negative impact on the company? 14:26 8 9 A I mean, I think there's a variety of opinions on that point, and I tried to listen to all of them. 10 Q What -- what was your opinion? 11 A Well, I usually try to average them. 12 13 14 15 16 17 14:26 14:26 And so 14:26 they averaged to roughly 0, I think. Q 14:26 All right. 14:26 So, you didn't have an opinion one way or the 14:26 other? A 14:26 14:26 Well, I told you I already -- I testified already that I was supportive of having him work on 14:26 14:26 18 14:26 22 23 Q Do you recall that Mr. Levandowski -- in 14:27 addition to ? 14:27 Page 118 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 120 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 MR. VAN NEST: Objection to the form of the question. 3 14:27 14:27 THE WITNESS: Yes. Sorry. 14:27 10 11 12 Your question included a lot of things. Maybe you can just state it again. Q 13 Yes. 14:27 14:27 14:27 I'm wondering: 14:27 18 A I don't recall. 14:28 19 Q Do you recall Mr. Levandowski ? 21 MR. VAN NEST: 14:28 Object to form as to who 22 you -- who is "you." 23 THE WITNESS: 24 MR. GONZALEZ: Q. 25 MR. VAN NEST: I mean, it's still ambiguous, 14:28 Is it Google or -- 14:28 Yeah. 14:28 The "you" would be you. 14:28 14:28 Page 119 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 121 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Counsel. 14:28 2 MR. GONZALEZ: Mr. Page. 14:28 3 MR. VAN NEST: As opposed to Google? 14:28 4 MR. GONZALEZ: Correct. 14:28 5 THE WITNESS: Oh, I see. 14:28 6 MR. VAN NEST: 7 THE WITNESS: 8 That's what he's asking. 14:28 Yeah, I certainly don't recall 14:28 that. 9 14:28 MR. GONZALEZ: Q. 14:29 18 A For Google? 14:29 19 Q Yes, for you. 14:29 20 A That's not something -- 14:29 21 MR. VAN NEST: Well, again, Counsel -- 14:29 22 MR. GONZALEZ: Q. 14:29 23 MR. VAN NEST: -- in fairness -- 14:29 24 MR. GONZALEZ: Q. 14:29 25 Well, for -- for Google -- -- for Google or for you personally? 14:29 Page 120 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 122 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 A That's not -MR. VAN NEST: 14:29 -- that -- that is compound. 14:29 3 I think you need to break those up, Counsel. 14:29 4 Otherwise -- 14:29 5 6 7 8 9 10 MR. GONZALEZ: Q. The question is: Do you 14:29 remember? 14:29 If you don't remember, it doesn't matter. you remember, I'll ask you what you remember. MR. VAN NEST: So, this is for either Mr. Page or Google? If 14:29 14:29 14:29 14:29 11 MR. GONZALEZ: Yes. 14:29 12 MR. VAN NEST: Either one. 14:29 13 THE WITNESS: Okay. I don't remember 14:29 14 anything for me personally, which I think would be 14:29 15 highly unusual. 14:29 16 You know, 14:30 Page 121 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 123 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Q 14:30 5 14:31 22 23 24 25 (Document marked Exhibit 1094 for identification.) MR. GONZALEZ: Let me show you an exhibit that we've marked as 1094. 14:31 14:31 14:31 14:31 Page 122 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 124 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 MR. VAN NEST: Thank you. 14:31 2 MR. GONZALEZ: For the record, it's a 14:31 3 two-page e-mail string, with Bates stamp '11779 and 14:31 4 '80. 14:31 5 6 Q Sir, is this an e-mail communication between 14:31 you and Mr. Levandowski, dated January 25, 2016? 14:31 7 A Yes, from Anthony to me. 14:31 8 Q And then you write back to him: 14:31 9 "Thanks. Looks like a very good start. 10 seeing him at 3:30. 11 that." I'm 14:31 Will try to call you before 14:31 14:31 12 A Yeah. 14:31 13 Q Then he says: 14:32 14 "Sweet. I'll be nearby. Thanks." 14:32 15 Right? 14:32 16 A Yeah. 14:32 17 Q When Mr. Levandowski, at the bottom of the 14:32 18 first page, has a number of different steps -- do you 14:32 19 see that? 14:32 20 A Yeah, I see the long list of numbered steps. 14:32 21 Q What is your recollection as to what these 14:32 22 23 24 25 steps were for? A 14:32 I mean, I don't recall this very well, but I can read the document, if you'd like. Q Well, when you write and say "looks like a 14:32 14:32 14:32 Page 123 Veritext Legal Solutions 866 299-5127 \HIGHLY CONFIDENTIAL - EYES ONLY Case Document 1068-6 Filed 08/02/17 Page 125 of 220 very good start," what were you referring to there? 14:32 Start to what? 14:32 A Well, I think this is what I've already 14:32 testified about: that - - 14=32 So that, at least as of January 25, 2016, you 14:33 had a positive view of Mr. Levandowski's contribution 14:33 to Project Chauffeur; is that fair? 14:33 MR. VAN NEST: Object to the form of the 14:33 question. 14:33 THE WITNESS: Yeah, I was going to say, 14:33 object to logic, too. I think I was trying to 14:33 MR. GONZALEZ: That part is not allowed. 14:33 Go ahead. 14:33 A I I was trying hard to get him to 14:33 contribute positively to the team. 14:33 Okay. And you said let me just read to 14:33 you what you said. 14:33 A Okay. 14:33 Then I'm going to follow up. I'll use your 14:33 words 14:33 A Okay. 14 33 so that I don't use poor logic. 14:33 You say, 14.33 Page 124 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 126 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 14:33 3 4 5 If you thought he was bad for the company, 14:33 you would not have been doing that; isn't that fair? A 14:33 Well, I mean, you don't know the -- whether 14:34 6 something is going to work or not. 7 have an expectation. 8 where I thought it could work pretty well, and I 14:34 9 thought it could not work well at all. 14:34 10 11 You just know you And I think this was a case 14:34 I think it's pretty clear it didn't work well at all, so -- 14:34 You say, It didn't work well at all. 14:34 12 What makes you say that? 14:34 13 Because he left shortly after this e-mail? 14:34 Yeah, so -- and now I'm being deposed about 14:34 14 15 16 Q 14:34 A it, so that's probably enough outcomes. Q 17 All right. 14:34 I get that. 14:34 On January 25, 2016, it was your state of 18 mind that Anthony Levandowski would be a good 19 candidate to 14:34 14:34 ; is that right? 21 MR. VAN NEST: 22 THE WITNESS: 23 Object to the form. Sorry. 14:34 I guess, can you -- can you just -- can we state the question again? 24 25 14:34 MR. GONZALEZ: Q 14:34 14:35 Yes. 14:35 Just going back to your earlier testimony, as 14:35 Page 125 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 127 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 of January 25, 2016, it was your state of mind that 2 Anthony Levandowski 14:35 ; true? 4 A 14:35 I mean, I've already testified 14:35 8 9 But I think the risk in this was him getting 14:35 along with the rest of the team -- 14:35 10 Q But you were -- 14:35 11 A -- as I've already stated. 14:35 12 Q I'm sorry. 14:35 13 A Yeah. Were you finished? I mean, the risk of it was him getting 14:35 14 along with the other -- rest of the team and being 14:35 15 able to work productively with other people, which he 14:36 16 had a mixed reputation about. 14:36 17 18 19 20 21 Q And, you were willing to assume that risk because of his particular skill set; true? A factors. I mean, a combination, I guess, of a lot of I mean, I was advising the team on this. Like, if, you know, John Krafcik came to me 14:36 14:36 14:36 14:36 14:36 22 and said, like, "There is no way this is going to 14:36 23 work," I probably would have said, "Okay." 14:36 24 25 Like, I mean, I was trying to help and not making decisions necessarily. 14:36 14:36 Page 126 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 128 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 3 Q But John never came to you and said that; did he? 14:36 14:36 A I don't know that he particularly got a 14:36 4 chance, because I think this was somewhat underway, 14:36 5 and then Anthony kind of went out the door. 14:36 6 don't remember the exact timing. 7 14:36 for identification.) 9 MR. GONZALEZ: marked as Exhibit 1095. 11 March 8, 2016, WAYMO '22505. Q 14:36 I'm handing you a document 10 13 14:36 (Document marked Exhibit 1095 8 12 But, I 14:36 It's a one-page e-mail, dated 14:37 14:37 Is this an e-mail that you received from 14:37 Mr. Teller? 14:37 14 A I mean, undoubtedly, yeah. 14:37 15 Q Is this when you first found out that 14:37 16 Mr. Levandowski was working on self-driving trucks, or 14:37 17 did you already know? 14:37 18 A I don't recall. 14:37 19 Q As of March 8, 2016, when you received this 14:37 20 e-mail that Anthony is working on self-driving trucks, 14:37 21 did you take any steps to protect the rights of 14:37 22 Alphabet, Google, or Waymo at that time? 14:37 23 A I don't recall. 14:37 24 Q Were you concerned, when you learned that 14:37 25 Anthony was working on self-driving trucks? 14:38 Page 127 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 129 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A I don't recall. I mean, you know, there's -- 14:38 2 he's probably -- you know, probably first we learned 14:38 3 he was making a company, I don't know. 14:38 4 there's probably a lot of different information you 14:38 5 get. 14:38 6 7 8 9 10 Like, I mean, So, I have limited recollection of it. Q You don't recall directing anybody to take any action; do you? A 14:38 I don't recall, and I don't know why I would. 14:38 It may or may not be. 14:38 Q You didn't think it was? 12 A I don't know what my state of mind was. 14 15 14:38 I 14:38 don't recall. Q 14:38 Well, if you thought it was an issue, you 14:38 would have done something about it; right? 16 MR. VAN NEST: 17 THE WITNESS: 18 14:38 I mean, that in itself might not be an issue; right? 11 13 14:38 14:38 Object to form. 14:38 I've already said I didn't 14:38 recall what I did or didn't do, based on this e-mail. 19 MR. GONZALEZ: Q. Sitting here today, you 14:38 14:38 20 don't recall taking any steps after learning that 14:38 21 Anthony was working on self-driving trucks; is that 14:38 22 right? 14:38 23 A Based on this e-mail? 14:38 24 Q Yes. 14:39 I mean, the e-mail clearly reflects that, as 14:39 25 Page 128 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 130 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 of March 8th, 2016, if you didn't know before, you 14:39 2 certainly know then that Anthony is working on 14:39 3 self-driving trucks; right? 14:39 4 A Yeah. 14:39 5 Q And, sitting here today, you don't recall 14:39 6 taking any steps to protect the rights of Alphabet in 14:39 7 connection with learning that fact? 14:39 8 9 A But I don't know -- I guess I'm objecting to 14:39 the implication that I should take action based on 14:39 10 that. 14:39 11 Q 12 I want to be real clear. I'm not implying that at all. 14:39 14:39 13 A All right. 14:39 14 Q I'm just trying to find out what you did and 14:39 15 16 17 didn't do. A 14:39 I don't -- I mean, I don't remember what I didn't do -- did or did not do, based on that. 18 MR. GONZALEZ: 19 THE VIDEOGRAPHER: 20 Let's go off record. 2:40 p.m. (Recess taken.) 22 THE VIDEOGRAPHER: 24 25 14:39 14:39 14:39 We are back on the record at 2:56 p.m. MR. GONZALEZ: 14:39 14:39 21 23 We are off the record at 14:39 14:42 14:55 Q. Sir, do you recall having conversations with Sebastian Thrun about the 14:55 14:56 Page 129 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 131 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 ? 3 4 5 A 14:56 I mean, I don't remember having a 14:56 conversation, but I've seen an e-mail. Q 6 14:56 All right. 14:56 When did you last see that e-mail? 14:56 7 A Very recently. 14:56 8 Q Okay. 14:56 9 A No, I did not remember until I saw it. 14:56 10 Q All right. 14:56 Let me show you the e-mail that you're 14:56 11 12 referring to. 13 14:56 (Document marked Exhibit 1096 14 14:56 for identification.) 15 16 And, did you remember it? MR. GONZALEZ: Q. 14:56 1096, is that the e-mail that you're referencing? 14:56 14:56 17 A Yes, I think so. 14:56 18 Q Do you remember responding? 14:56 19 A I mean, I don't know that I responded. 20 I mean, this is clearly not a good idea, so -- 14:56 14:56 21 Q Did you write back to him, telling him that? 14:56 22 A I don't remember. 14:57 23 24 25 But, it obviously did not happen, so -Q 14:57 Is there any reason why you didn't respond, telling him it's clearly not a good idea? 14:57 14:57 Page 130 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 132 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A Well, there are many ways of doing 2 management. 3 there, or if I had to or not. 4 Q 5 says: I'm not sure which technique I used What did you understand him to mean when he 14:57 14:57 14:57 14:57 6 14:57 7 8 14:57 A I mean, Sebastian, at that time, was running 14:57 Udacity, so -- I think 2015, 14:58 15 16 Q at in preparing for your deposition? 17 18 By the way, how many documents did you look A I mean, I don't recall the number, but some fairly limited amount of time. 14:58 14:58 14:58 19 Q Okay. 20 A I don't recall. 21 Q Before today's deposition? 14:58 22 A Yeah. 14:58 23 What amount of time? 14:58 MR. GONZALEZ: A couple of hours. Let me show you a document 14:58 14:58 14:58 24 that we've marked as 1097. 14:58 25 /// 14:58 Page 131 Veritext Legal Solutions 866 299-5127 0 KO 23 Case Document 1068-6 Filed 08/02/17 Page 133 of 220 HIGHLY CONFIDENTIAL EYES ONLY (Document marked Exhibit 1097 14: for identification.) 14: MR. GONZALEZ: This is a one?page e?mail, 14: with Bates stamp WAYMO '26168. 14: Sir, is this an e?mail chain, dated 14: December 6, 2013? 14: A Yeah. 14: And you'll see here that there is a 14: discussion about 14: A Yeah. 10 Do you recall 9 Wellmore specificPage 132 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 134 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A 15:00 3 Q 4 All right. 15:00 When you say ? 6 MR. VAN NEST: Objection to the form. 7 MR. GONZALEZ: Q. 15:00 15:00 15:00 12 Q Do you recall any? 15:00 13 A Sure. 15:00 14 Q 15:01 Page 133 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 135 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 15:02 Page 134 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 136 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 15:03 Page 135 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 137 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 15:04 16 Q And, what is it that leads you to believe -- 17 I'm not disagreeing with you. 18 what your knowledge is. 19 20 22 MR. VAN NEST: 25 Objection to the form of the question. THE WITNESS: 15:04 15:04 statement on, that Mr. Levandowski made it happen? 23 24 I'm just trying to see What -- what is it that you base that 21 15:04 15:04 15:04 15:04 15:04 I think I said helped make it happen. 15:04 15:04 MR. GONZALEZ: Q. Well, you said getting it 15:04 Page 136 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 138 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 to happen. 2 3 I'm reading your words. 15:04 Let me rephrase it using your words. I'm not trying to -- 15:04 15:04 4 A I'm not -- 15:04 5 Q -- trick you. 15:04 On what do you base your statement that 15:04 6 7 8 9 10 Mr. Levandowski participated in getting it to happen? A Just my general recollection. I don't, like, have a citation for that. 15:04 15:04 15:05 Q 15:05 Page 137 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 139 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 15:06 9 10 11 12 MR. GONZALEZ: Let me -- let me ask you then a more general question. Q When you say Mr. Levandowski was involved, what was his involvement? 15:06 15:06 15:06 15:06 13 MR. VAN NEST: Asked and answered. 15:06 14 MR. GONZALEZ: And -- 15:06 15 MR. VAN NEST: Oh. 15:06 16 MR. GONZALEZ: -- let me be more clear. 15:06 17 Q What was Mr. Levandowski's involvement in 15:06 18 15:06 Page 138 Veritext Legal Solutions 866 299-5127 Case Document 1068-6 Filed 08/02/17 Page 140 of 220 HIGHLY CONFIDENTIAL - EYES ONLY - me When is the last time that you spoke to 15:06 Travis Kalanick? 15:07 A When was the last time? I'd have to think 15:07 about that. 15:07 I'm not exactly sure. I think it may have 15:07 been a conversation we had that was ostensibly about 15:07 but I don't remember for sure. 15:07 Have you spoken to him since the lawsuit was 15:07 filed? 15:07 A I don't think so, no. 15:07 So how many well, you said you had a 15:07 conversation ostensibly about 15:07 Can you tell me what you meant by that 15:07 phrase? What is it that 15:07 A He he he kind of put in a request 15:07 saying. But I 15m don't think that was his actual purpose, but -- 15:07 All rightrequest to who? 15:07 A To me. 15:07 All right. 15 07 He sent you a text or something or 15:07 A I don't know. My assistant just said, Travis 15:07 Page 139 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 141 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 wants to call you, or something like that, and talk to 15:08 2 you about 15:08 . 3 I'm, like, Oh, okay, or whatever. 15:08 4 So, I had to take the call. 15:08 So, you agreed to take a call from 15:08 5 6 Q Mr. Kalanick to talk about 15:08 7 A Yes. 15:08 8 Q And when was it? 15:08 9 A I don't remember the day, but it was fairly 15:08 10 recently. 11 Q I mean, before all this stuff blew up. Right. 15:08 That's my understanding, too. 15:08 12 But what's your recollection of -- of a date? 15:08 13 For example, was it this year, or was it last 15:08 14 year? 15 A I don't remember the date. 16 Q Okay. 17 15:08 I'm sorry. Was it a phone call with just the two of you? 15:08 15:08 15:08 18 A Yes. 15:08 19 Q How long did the phone call last? 15:08 20 A I don't know. 15:08 21 22 23 24 25 Maybe, like, 30 minutes or something like that. Q 15:08 And, just generally, what did you talk about in approximately 30 minutes? A Well, the first part of the call, you know, was about basically, 15:08 15:08 15:08 15:08 Page 140 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 142 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 15:10 Page 141 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 143 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 15:11 Page 142 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 144 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 15:13 Page 143 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 145 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Q 15:14 24 Q I get it. I don't want to cut you off. 25 A No, it's fine. 15:14 15:14 Page 144 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 146 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Q Having now discussed this conversation a 15:14 2 couple of times today, do you believe that you've now 15:14 3 told me everything you can remember that either one of 15:14 4 you said? 15:14 5 A I mean, for the moment, yeah. 15:14 6 Q Is there anything in writing that reflects 15:14 7 any of the conversation? 15:14 8 A I can't think of anything offhand. 15:14 9 Q Did you talk to anybody about the 15:14 conversation after you got off the phone? 15:14 10 11 A I don't remember. I think probably would 15:14 12 have updated people, you know, on my team, but I don't 15:14 13 remember. 15:15 14 Q 15:15 15 Do you still have -- does your company still have the investment in Uber? 15:15 16 A Yes. 15:15 17 Q Having thought about it maybe a little bit, 15:15 18 19 any idea what the amount of the investment is today? A 15:15 It's a big number. 15:15 21 Q Why was Waymo spun out as a separate company? 15:15 22 A I mean, I'm not sure I'd say it's a spinout. 15:15 23 But I think it was kind of birthed as a separate 15:15 24 company within Alphabet. 15:16 25 of Alphabet or anything. But, it's not been spun out 15:16 Page 145 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 147 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Q 2 3 4 All right. 15:16 Why was it created as a separate company 15:16 under the umbrella of Alphabet? 15:16 A 15:16 9 10 Q At the time that it was spun out as a separate company, was there a valuation done of Waymo? 11 A Sorry. 12 Q Well, I don't mean to suggest or imply 13 15:16 Again, the spinout I wouldn't say. anything by it. 14 15:16 15:16 15:16 15:16 At the time that Waymo was set up as a 15:16 15 separate company under the umbrella of Alphabet, was 15:16 16 there a valuation done of the company at that time? 15:16 17 A 15:17 25 A I mean, I don't recall. 15:17 Page 146 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 148 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Q 15:18 10 What is Waymo worth today? 15:18 11 MR. VAN NEST: 15:18 12 THE WITNESS: 13 Q Yeah, I don't know the answer 15:18 to that. 14 15 Object to the form. 15:18 MR. GONZALEZ: Q. Who would you ask? 15:18 A 15:18 17 Q Well, isn't one of the things that you expect 15:18 18 your team to do within Alphabet, is to know the value 15:18 19 of each of your subsidiaries? 15:18 20 A 21 somewhat. 15:18 22 Q 15:18 23 24 25 Yeah, I guess in that sense, I guess 15:18 So, who is the person who is responsible for setting up the value of what is now Waymo? A 15:18 I mean, a little bit depends on the process. 15:18 And, I'm not sure of the exact process we use for that 15:18 Page 147 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 149 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 nowadays. 15:18 2 Q 15:19 3 So, other than the Waymo CEO, who else would you ask, Hey, what's our valuation of Waymo today? 15:19 4 A Well, I'd probably ask David that question. 15:19 5 Q Drummond? 15:19 6 A Yes. 15:19 7 I mean, he wouldn't do it, but he would figure out how to do it. 15:19 8 Q He would know who to ask? 15:19 9 A Yeah. 15:19 10 MR. GONZALEZ: 11 we've marked as 1098. 12 for identification.) 14 16 17 MR. GONZALEZ: 15:19 15:19 This is a one-page document, WAYMO '29264. Q 15:19 15:19 (Document marked Exhibit 1098 13 15 Let me show you a document 15:19 15:19 Is this an e-mail that you received from Mr. Kalanick on February 7, 2014? 15:19 15:19 18 A Sure. 15:19 19 Q And he's basically asking to catch up? 15:19 20 A Yeah. 15:19 21 Q Do you recall that you've had lunch with 15:19 22 23 24 25 Mr. Kalanick? A 15:19 I mean, I don't recall. But, I mean, it's possible, yeah. Q 15:19 15:20 Do you recall getting together with 15:20 Page 148 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 150 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Mr. Kalanick, after you received this e-mail, to talk 15:20 2 about Uber, your investment in the company? 15:20 3 A Yeah, I guess my recollection around -- in 15:20 4 the early days of our relationship, the main issue we 5 had was, So, I'm not really remembering this Like, I sort of assume it's actually about 15:20 15:20 7 e-mail. 15:20 8 that. 9 Q Other -- 15:20 10 A My involvement with him was around that. 15:20 15:20 11 15:21 20 21 Q Is there anything else you've discussed with Mr. Kalanick, with respect to ? 23 24 25 15:21 A I mean, I don't -- I don't recall any other major kind of conversations we had. Q Do you recall a meeting that you had with 15:21 15:21 15:21 15:21 Page 149 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 151 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Mr. Kalanick and Mr. Drummond? 2 A I mean, maybe. 3 Q A lunch meeting to discuss the 15:21 Do you have more context? 15:21 . 15:21 5 A Oh, I don't recall that offhand, no. 15:21 6 Q To your knowledge, has there ever been any 15:22 7 change in projections, for what is now Waymo, as a 15:22 8 result of different people leaving the company? 15:22 9 A Sorry. 10 Q Projections or benchmarks of how the company 11 Projections of what? 15:22 might do in the future. 12 MR. VAN NEST: 13 THE WITNESS: 14 15:22 things. 15 15:22 I'll object to the form. 15:22 Yeah, I'm not aware of such 15:22 I mean, it's... MR. GONZALEZ: Q. 15:22 Other than whatever may 15:22 16 have been said in the phone call that you've testified 15:22 17 about with Mr. Kalanick, did you ever express concern 15:22 18 to anyone at Uber about possible misconduct that was 15:22 19 somehow related to Anthony Levandowski? 15:22 20 21 A Well, I'm not sure I stated that to Travis, first of all. 15:22 15:23 22 Q I'm not saying you did, either. 15:23 23 A Okay. 15:23 24 Q That's why I'm just trying to set aside that 15:23 25 conversation. 15:23 Page 150 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 152 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A Okay. 15:23 2 Q Did you ever express a concern to anyone at 15:23 3 Uber that there was potential misconduct involving 15:23 4 Anthony Levandowski? 15:23 5 A I don't think so. 15:23 6 Q Why not? 15:23 7 A I mean, I don't think that's my job, 8 probably. 15:23 9 Q 15:23 10 11 Why didn't you? 15:23 Well, you're a significant investor in Uber; right? A 15:23 Yeah, but I don't manage that relationship. 15:23 12 We have people who -- you know, like David, who are on 15:23 13 the board and such. 15:23 14 Q Precisely. 15:23 15 A My job is delegation, you know, and so I 15:23 16 delegate. 15:23 17 Q 15:23 Why didn't you delegate to anyone the task of 18 talking to Uber to see if you can work out whatever 15:23 19 concerns you had about Anthony Levandowski? 15:23 20 MR. VAN NEST: 21 THE WITNESS: Objection to form. 15:23 Yeah, I mean, you're -- I've 15:23 22 already testified on this point, and I already 15:23 23 testified 15:24 . 24 But, I guess I'm confused as to the question. 15:24 25 MR. GONZALEZ: 15:24 I don't think that you Page 151 Veritext Legal Solutions 866 299-5127 HIGHLY CONFIDENTIAL - EYES ONLY Case Document 1068-6 Filed 08/02/17 Page 153 of 220 recalled anything specific earlier. 15:24 Is there something that you're recalling now 15:24 that's specific about having delegated a task to 15:24 someone specific? 15:24 A If you'll look in my testimony, I believe 15:24 I -- I stated that it's likely I delegated to someone, 15:24 probably David. 15:24 But, you don't have any specific recollection 15:24 of having done so, and you don't recall them coming 15:24 back and reporting on anything; is that right? 15:24 MR. VAN NEST: Objection. That's compound. 15:24 He has testified about this earlier, Counsel. 15:24 MR. GONZALEZ: Yeah, but I want to make sure 15:24 that we're not miscommunicating here. 15:24 You -- 15:24 A I have none no reason to believe that we 15:24 did anything unreasonable with respect to our legal 15:24 proceedings against -- 15:24 MR. VAN NEST: That's not what he asked. 15:25 He did testify previously that he thought 15:25 15=2s THE WITNESS: I think 15:25 MR. VAN NEST: -- 15:25 THE WITNESS: I think we went above and 15:25 beyond during normal course of business to be friendly 15:25 Page 152 Veritext Legal Solutions 866 299-5 127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 154 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 to them. 15:25 2 MR. VAN NEST: Yeah. 15:25 3 MR. GONZALEZ: All right. 15:25 But to be clear, sitting here today, you 15:25 4 5 Q don't recall 15:25 16 A 17 18 MR. GONZALEZ: 25 15:26 15:26 15:26 for identification.) 21 24 Let me hand you a document (Document marked Exhibit 1099 20 23 15:25 that we've marked as Exhibit 1099. 19 22 No. MR. GONZALEZ: 15:26 For the record, this is a 15:26 two-page document, WAYMO '29346 and '47. Q Sir, is this an e-mail that you received from Mr. Thrun on November 12, 2014? A 15:26 Yes. 15:26 15:26 15:27 Page 153 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 155 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Q And, as of this point, he's reporting to you 2 on a variety of issues involving 3 right? 4 5 ; is that 15:27 15:27 MR. VAN NEST: Take your time and review the 15:27 memo. 15:27 6 THE WITNESS: 7 MR. GONZALEZ: 8 15:27 Looks like a number of things. Q. 15:27 If you look in the middle, there's a reference to 9 15:27 15:27 Do you see that? 15:27 10 A Yes, I see that. 15:27 11 Q What is that? 15:27 12 A That's just 13 Q And, . 15:27 15:27 Page 154 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 156 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 15:29 Page 155 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 157 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Q 15:30 Page 156 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 158 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A 15:30 2 (Document marked Exhibit 1100 3 for identification.) 4 5 6 15:30 MR. GONZALEZ: 15:30 Let me show you a document 15:30 that we've marked as Exhibit 1100. Q 15:30 Is this an e-mail to you from , dated March 29, 2015? 8 A 9 Q 15:31 It looks like it, yeah. 15:31 ? 11 12 MR. VAN NEST: 15:31 Take a moment to review it, 15:31 please. 15:31 13 THE WITNESS: Okay. 15:31 14 (Reading document.) 15:31 15 Okay. 15:31 16 MR. GONZALEZ: 17 received from 18 19 A 20 Q Q. Is this an e-mail that you March 29, 2015, involving 15:31 15:31 ? 15:31 It looks like it, yes. 15:31 15:32 Page 157 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 159 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 3 4 Q And you'll note it says March 29. Let me 15:32 show you an e-mail from a couple of days later, 1101. (Document marked Exhibit 1101 for identification.) 5 MR. VAN NEST: Thank you. 6 MR. GONZALEZ: Q. 15:32 15:32 15:32 15:32 15:33 Page 158 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 160 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A 15:33 10 Q Exhibit 1100? 15:33 11 A Yeah, I think -- yes, 1100. 15:33 MR. GONZALEZ: Counsel, Mr. Chatterjee 15:34 I obviously have a lot 15:34 12 Okay. 13 wants to ask some questions. 14 more questions for this witness. 15 Court has limited us to four hours. 16 as a courtesy, pass the baton over to Mr. Chatterjee. 15:34 17 We reserve our rights. 15:34 18 have a few more questions when he's done. 19 20 21 22 15:34 So, I'm going to, I'll look at my notes and may don't use up time while we're switching. THE VIDEOGRAPHER: We are off the record at 3:34 p.m. 15:34 15:34 But for now, I want to go off the record so I 15:34 15:34 15:34 15:34 23 (Recess taken.) 24 THE VIDEOGRAPHER: 25 And I realize the 15:34 We are back on the record at 3:36 p.m. 15:35 15:35 Page 159 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 161 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 15:35 2 3 4 EXAMINATION BY MR. CHATTERJEE: Q 15:35 Hi, Mr. Brin. We haven't met before. 5 name is Neel Chatterjee. 6 Otto Trucking. My 15:36 I represent an entity called 15:36 15:36 7 MR. VAN NEST: 8 MR. CHATTERJEE: 9 15:35 Mr. Page. Mr. Page. 15:36 It's -- the names are used so interchangeably in the market. Mr. Page. 15:36 15:36 10 Q Have you ever heard of Otto Trucking? 15:36 11 A I mean, I've heard of Otto. 15:36 12 Q Have you ever heard of Otto Trucking, that 15:36 13 14 15 company specifically? A 15:36 I'm not sure. Is there a difference between Otto and Otto Trucking? 15:36 15:36 16 Q Well, what do you understand Otto to be? 15:36 17 A Sorry. 15:36 18 19 20 Today I see it as part of Uber, I suppose. Q 15:36 Okay. Would it surprise you to learn that Otto Trucking today is not part of Uber? 15:36 15:36 21 A I don't know. 15:36 22 Q Would it surprise you? 15:36 23 A Depends what Otto Trucking is, I suppose. 15:36 24 Q Do you know what Otto Trucking is? 15:36 25 A Apparently not, I guess. 15:36 Page 160 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 162 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 Q Are you aware of any wrongful acts that Otto 15:36 Trucking has engaged in? 15:37 3 MR. VAN NEST: Objection. 4 And I'll instruct you, Mr. Page, to the 15:37 15:37 5 extent you have information provided by one of the 15:37 6 lawyers for Waymo or Alphabet, do not answer. 15:37 7 8 If you have any independent information, you 15:37 may answer. 9 THE WITNESS: 10 15:37 I mean, I'm not sure. MR. CHATTERJEE: Q. 15:37 So is that a "no"? 15:37 11 A State the question again, please. 15:37 12 Q Other than any conversations you've had with 15:37 13 your lawyers, are you aware of any wrongful acts that 15:37 14 Otto Trucking has engaged in associated with this 15:37 15 lawsuit? 15:37 16 A Seems like a very strange line of 15:37 17 questioning, because I'm not sure about the entity 15:37 18 with which I'm replying. 15:37 19 Q So, you don't know what it is; right? 15:37 20 A I mean, I'm not sure whether I know what it 15:37 21 22 is or not, since I don't -Q 23 15:37 Well, you either know what it is or it isn't. 15:38 Do you know what Otto Trucking is? 15:38 24 A I suppose I do not. 15:38 25 Q Do you know what the business of Otto 15:38 Page 161 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 163 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Trucking is? 15:38 2 A I suppose I do not. 15:38 3 Q Okay. 15:38 Do you -- did you know that Otto 4 Trucking is an entity that is completely separate from 15:38 5 Uber? 15:38 6 A I did not know that until you stated that. 15:38 7 Q Did you know that Uber has no ownership 15:38 8 interests in Otto Trucking? 9 MR. VAN NEST: 10 you say "an" or "no"? 11 12 15:38 I'll object to the form. Did 15:38 MR. CHATTERJEE: Q. Did you know that Uber has no ownership interest in Otto Trucking? 13 MR. VAN NEST: 14 THE WITNESS: 15:38 Object to form. All right. This seems like 15:38 15:38 15:38 15:38 15 something complicated that I don't know anything 15:38 16 about. 15:38 17 18 19 20 21 22 23 MR. CHATTERJEE: Q Okay. 15:38 Do you know why Otto Trucking is named as a defendant in this case? MR. VAN NEST: 15:38 Again, anything you learned from lawyers is off limits. Don't answer. If you have some independent knowledge, Mr. Page, go ahead and provide it. 24 THE WITNESS: 25 MR. CHATTERJEE: 15:38 All right. Q. 15:38 15:38 15:38 15:38 I don't know. 15:38 Did Anthony Levandowski 15:39 Page 162 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 164 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 ever express concerns to you about the valuation of 15:39 2 Project Chauffeur? 15:39 3 A I don't recall. 15:39 4 Q You were aware that ; correct? 6 A 15:39 I mean, 15:39 9 10 MR. CHATTERJEE: Exhibit 1102. 11 for identification.) 13 MR. CHATTERJEE: Q 15:39 15:39 (Document marked Exhibit 1102 12 14 Let's mark this as Can you pass these down? Mr. Page, what I've handed you, that's been 15:39 15:39 15:39 15:40 15 marked as Exhibit 1102, is a document dated 15:40 16 September 23rd, 2015. 15:40 17 Have you ever seen this document before? 15:40 18 A I mean, I don't -- I don't think so. 15:40 19 Q Okay. 15:40 20 21 22 A All right. Who is Don Harrison? 15:40 I mean, it says right here he's vice 15:40 president of corporate development. 15:40 23 Q Do you know who he is? 15:40 24 A He is -- yeah, he's an executive for the 15:40 25 company. 15:40 Page 163 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 165 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 Q Okay. Well, previously, I -- if I remember 15:40 correctly, you couldn't recall who was involved in . 4 5 15:40 Does this refresh your recollection at all as to whether Mr. Harrison was involved? 6 A I mean, I don't recall. 7 Q Do you remember if 15:40 15:40 15:40 15:41 17 18 MR. VAN NEST: THE WITNESS: 20 MR. VAN NEST: 21 THE WITNESS: 15:41 No, I don't -- 15:41 -- not what the document says. Yeah, I don't -- I don't 15:41 MR. CHATTERJEE: 24 Q 15:41 15:41 recall. 23 25 15:41 recollection -- 19 22 He's asking for your Okay. 15:41 Do you remember anyone expressing concern that ? 15:41 15:41 Page 164 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 166 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A I mean, I don't... 4 5 6 Q My question is a little different then. me ask it a little more precisely. 15:41 Let 15:41 15:41 Do you remember 15:42 Page 165 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 167 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Q 15:43 Page 166 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 168 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A Don't recall. 15:43 2 Q Do you know if anyone took over for 15:43 3 Mr. Harrison on ? 15:44 9 A I don't recall. 15:44 10 Q So, is that a "no," or you just don't know? 15:44 11 A I don't recall. 15:44 12 13 MR. VAN NEST: He said he didn't recall. 15:44 That was his answer. 14 15:44 MR. CHATTERJEE: Q. Are you aware that 15:44 15 Google asked Anthony Levandowski to sign a noncompete 15:44 16 agreement in 2014? 15:44 17 18 A No, I'm not aware of that or I don't recall it. 15:44 15:45 19 Q Who is Astro Teller? 15:45 20 A Astro is in charge of X. 15:45 21 Q And what does that mean, to be in charge of 15:45 22 23 X? 15:45 A Well, X is our -- kind of our division that 24 does various kinds of moonshot projects. 25 widely known. That's 15:45 15:45 15:45 Page 167 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 169 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Q And one other question: Did you ever talk to 2 Sergey Brin about Anthony Levandowski? 3 you ever did that? 4 5 6 7 A Do you know if 15:45 15:45 I mean, I imagine we discussed it at some point. Q 15:45 15:45 15:45 Would you have exchanged e-mails or text messages or instant messages? 15:45 15:45 8 A Unlikely. We generally just discuss. 9 Q Let's mark -- 15:45 10 A I guess we might e-mail also. 15:45 11 Q Did you search for those e-mails? 15:45 12 A I mean -- 15:45 13 MR. VAN NEST: 14 THE WITNESS: 15 Objection to form. -- I mean, I have -- I assume that there was a lot of discovery done. 16 MR. CHATTERJEE: 17 THE WITNESS: 18 MR. CHATTERJEE: 19 Let's -- I think that's the job. Okay. I didn't mean to interrupt. 15:45 15:45 15:45 15:45 15:46 15:46 15:46 15:46 20 Let's mark this as 1103. 15:46 21 (Document marked Exhibit 1103 15:46 22 for identification.) 23 MR. CHATTERJEE: 24 MR. VAN NEST: 25 MR. CHATTERJEE: Can you pass this around? Counsel, can I get a -Oh, I'm sorry. 15:46 15:46 15:46 15:46 Page 168 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 170 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 MR. VAN NEST: 2 MR. CHATTERJEE: 3 copy. 4 Q Yeah. Thank you. 15:46 I thought I had an extra 15:46 15:46 The document I've handed you, marked as 15:46 5 Exhibit 1103, is an e-mail from Chris Urmson to Sergey 15:46 6 Brin and Astro Teller, dated October 24th, 2014. 15:46 7 Do you see that? 15:46 8 A Yep. 15:46 9 Q I asked you before if you were aware of any 15:46 10 discussions in October of 2014, with Mr. Levandowski, 11 about 15:46 15:46 16 Do you see that? 15:46 17 A Yep. 15:46 18 Q Were you involved in any discussions in 15:46 19 October of 2014 about having Anthony leave the company 15:47 20 with 15:47 21 ? A I mean, I don't recall. And I'm not -- you 22 know, I'm not on this e-mail. 23 trigger any additional recollection there. 24 25 Q It doesn't really So, to the best of your recollection, you weren't involved in that at all? 15:47 15:47 15:47 15:47 15:47 Page 169 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 171 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A I said I don't recall. 15:47 2 Q Yeah. 15:47 Do you have any understanding as to why 15:47 3 4 ? 6 MR. VAN NEST: 7 THE WITNESS: 8 anything about that. 9 15:47 Objection to form. Yeah, I don't -- I don't recall MR. CHATTERJEE: A 15:47 15:47 Q. 10 11 15:47 I don't recall. Do you remember any 15:47 ? 15:47 But, I mean, it's -- as I've 15:47 12 already testified, I mean, Chris and Anthony did not 15:47 13 get along well. 15:47 14 And, why didn't they get along well? 15:47 15 MR. VAN NEST: 15:47 16 THE WITNESS: 17 Q I don't know. I wish I knew 15:47 that question. 18 19 Objection to the form. 15:48 MR. CHATTERJEE: Q. Did Mr. Urmson trust 15:48 Mr. Levandowski? 15:48 20 MR. VAN NEST: Again, objection to the form. 21 MR. CHATTERJEE: Q. 15:48 Did you have any 15:48 22 understanding as to -- let me place it this way: 23 Mr. Urmson ever express concerns to you that he didn't 15:48 24 trust Anthony Levandowski? 15:48 25 A I don't think so. Did 15:48 15:48 Page 170 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 172 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Q Did anyone else at Waymo or Google express 15:48 2 concerns to you that they could not trust Anthony 15:48 3 Levandowski? 15:48 4 5 A Yeah, sorry. Let me -- let me go back to the previous one. 6 15:48 15:48 I mean, I think there were generally a lot of 15:48 7 concerns about Anthony, and people's -- people were 15:48 8 definitely concerned about trusting him. 15:48 9 think Chris expressed that to me directly, but I think 15:48 I was aware of that generally. 15:48 10 I don't 11 Q Who were the people that did? 15:48 12 A I can't recall. 15:48 13 Q Was Mr. Thrun one of them? 15:48 14 A I can't recall. 15:48 15 Q Was Mr. Salesky one of them? 15:48 16 A You know, I -- I don't recall. 17 18 that much contact with Mr. Salesky. Q 21 15:49 ? A 15:49 15:49 Do you remember referring to something as 19 20 I didn't have 15:49 I mean, I don't remember that in the context 15:49 of this particularly. 15:49 23 MR. CHATTERJEE: There is a -- a document. 15:49 24 I'm going to -- I'm going to mark it as a new 15:49 25 document, because I don't want to hunt through all the 15:49 Page 171 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 173 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 old ones. 2 this as 1104. 3 15:49 for identification.) 5 15:49 15:49 (Document marked Exhibit 1104 4 6 In the interest of time, I'm going to mark MR. CHATTERJEE: 15:49 This is a document that 15:49 Mr. Gonzalez gave you before. 7 THE WITNESS: 8 MR. CHATTERJEE: 15:49 This is one I saw already. Q. 15:49 And, in this document, 15:49 9 . 12 15:50 Do you see that? 15:50 15:50 13 A Yeah. 14 Q Do you see how it says at the end ? 16 17 A 15:50 Any idea what he's referring to there? 15:50 I mean, I think that's just generally the 15:50 18 19 , in Valley terminology. Q So, it wasn't referring to any specific 15:50 15:50 20 nomenclature like that that was being used inside of 15:50 21 the Project Chauffeur team? 15:50 22 A I mean, I don't know. You're asking me to I don't really know. And I 15:50 23 interpret what I think. 15:50 24 was generally -- this e-mail is kind of crazy, I 15:50 25 think. 15:50 Page 172 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 174 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 Q Were -- were you ever aware of people 15:50 referring to ? 5 6 A Oh, I see. 15:50 I mean, I don't recall, but that 15:50 seems plausible. 15:50 7 Q You don't recall anyone ever saying that? 15:50 8 A Yeah, I don't know. 15:50 9 10 11 It's really hard to keep thousands of code names straight also across lots of 15:51 companies. 15:51 Q Did you ever have a conversation with Astro 15:51 12 Teller expressing concerns about Anthony Levandowski 15:51 13 leaving and helping the competition? 15:51 14 I mean, I remember, like, you know, thinking 15:51 15 Anthony is a significant person and, like, we should 15:51 16 try to -- try to retain him and make him productive, 15:51 17 if we can. 15:51 18 A That was a different question than I asked. 15:51 19 Did you ever have a conversation with Astro 15:51 20 Teller expressing concern about Anthony Levandowski 15:51 21 leaving Google and helping the competition? 15:51 22 Q A I mean, I don't recall that. But I'm -- I 15:51 23 mean, that's consistent with what I said before, what 15:51 24 I just said. 15:51 25 Q Do you remember having that -- 15:51 Page 173 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 175 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A It sounds consistent. 15:51 2 Q Okay. 15:52 3 Did you ever have that kind of conversation in November of 2015? 15:52 4 A I mean, it seems plausible. 15:52 5 Q When was the first time you recall Anthony 15:52 6 Levandowski talking to you about potentially leaving 15:52 7 Google? 15:52 8 9 A I mean, I don't think -- Anthony did not, like, go and say, "Hi. 10 See you later." 11 unhappy. 12 for a while. 13 I'm going to leave Google. But I also had very limited contact with him. advocating for him. Q Generally, Did you ever get him involved in other projects, other than Project Chauffeur at Google? A I mean, I don't recall that. 19 Q So, you may or may not have. 20 remember? 21 A Yeah. 15:52 15:52 15:52 15:52 You just don't 15:52 15:52 I mean, I didn't spend a lot of time with him or anything. Q 15:52 15:52 18 23 15:52 15:52 15 22 15:52 And generally, we can retain those people Like, you know, he's not a report of mine. 17 15:52 I mean, he was just always a bit 14 16 15:52 15:52 15:52 Do you ever remember getting him involved in 15:52 24 meetings with other groups to help them getting 15:52 25 products done? 15:52 Page 174 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 176 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A That sounds very implausible. 15:52 2 Q Okay. 15:53 3 A Well, I just testified, I had very limited Why is it implausible? 15:53 4 contact with him, and I just don't remember anything 15:53 5 like that. 15:53 6 Q Do you remember Chris Urmson ever saying to 15:53 7 people at Google that Anthony Levandowski needed to be 15:53 8 fired because he was trying to sell a group en masse 15:53 9 to Uber? 15:53 10 A 11 12 No, I do not remember that. 15:53 MR. CHATTERJEE: 15:53 Okay. as 1105. 13 15:53 (Document marked Exhibit 1105 14 15:53 for identification.) 15 MR. CHATTERJEE: handed you is Document 1105. 17 e-mails. Q 15:53 Mr. Page, the document I've 16 18 So, let's mark this It's a string of 15:53 15:53 15:53 But, there's an e-mail from Chris Urmson in 19 the middle, dated August 4th, 2015. 20 starts: You see how it 15:53 15:54 15:54 21 15:54 Page 175 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 177 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Do you see that? 15:54 15:54 2 A Yeah. 3 Q Do you have any reason to dispute that? 15:54 MR. VAN NEST: 15:54 4 5 And I'm not on this e-mail. Objection to the form of the question. 15:54 6 To dispute what? 7 MR. CHATTERJEE: 8 MR. VAN NEST: 10 THE WITNESS: Object to the form. I mean, I believe this is an MR. CHATTERJEE: 15:54 15:54 e-mail that Chris wrote that I'm not copied on. 12 13 To dispute what Mr. Urmson is saying in this e-mail. 9 11 15:54 Right. 15:54 15:54 15:54 15:54 Q 15:54 18 19 20 21 A I mean, I don't remember when this happened as compared to when -- when did he actually leave? Q This is August 4th, 2015, according to the e-mail, if you look at it. 15:54 15:54 15:55 22 A Yeah. 23 Q He left in January of 2016. 15:55 24 A This was a long time before then. 15:55 I remember there was -- you know, there was 15:55 25 What date did he actually leave? 15:54 15:55 Page 176 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 178 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 some concern. I remember percolating up to me that 15:55 2 there was some concern about him doing some things, 15:55 3 and then I think it then wasn't substantiated. 15:55 4 what I remember. 5 6 Q 8 A 15:55 And what was the concern expressed about him doing some things? 7 That's 15:55 What were those things? 15:55 I mean, something like this, but I don't 15:55 remember the detail of that as it percolated up to me. 9 Q 15:55 Well, just to make sure, because you said you 15:55 10 hadn't seen this e-mail before, tell me what was told 15:55 11 to you as what the concern was. 15:55 12 A I mean, so this is not sort of something new. 13 There was always concern. 14 Oh, Anthony is doing this. You know, people would say, Anthony is doing that. 15:55 15:55 15:55 15 Q What is the "this" and "that"? 15:55 16 A Something they didn't like. 15:55 But remember, these people also didn't like 15:55 17 18 each other very well, and so they tended to say that a 15:56 19 lot. 15:56 20 kind of my level of recollection about this. This had been going on for a while. So, that's 15:56 21 That's -- that's kind of -- Hanke was there 15:56 22 and, you know, maybe it turned out to be more true, 15:56 23 but we didn't know that at the time. 15:56 24 didn't know that at the time. 25 Q At least, I I just want to get a little more granular. 15:56 15:56 Page 177 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 179 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 When you used the word "this" and "that," I'm trying 15:56 2 to understand: 15:56 3 were raising specifically, as best you know? What were the complaints that people 15:56 4 A I can't recollect that. 5 Q But you were aware sometime in -- in 2015, 15:56 6 that people were complaining that Anthony might be 15:56 7 trying to take a group of people to Uber? 15:56 8 A 9 10 But, I mean... 15:56 No, no. 15:56 MR. VAN NEST: Object to the form of the 15:56 question. 11 THE WITNESS: 15:56 Again, as I've already stated, 15:56 12 I wasn't aware of, like -- definitely was not aware 15:56 13 that that was a significantly likely thing in August 15:56 14 of 2015. 15:56 15 16 17 MR. CHATTERJEE: Q. Were you aware of people making those kinds, of accusations? A Not those kind of accusations, but general 15:56 15:56 15:57 18 accusations about his character and his general 15:57 19 ethics. 15:57 20 21 22 23 Q And what were the accusation about his general ethics? A 15:57 15:57 I don't remember the details of it, but more of those kind of flavor. 15:57 15:57 24 Q Did you trust him? 15:57 25 A Oh, I mean, obviously, too much, I guess. 15:57 Page 178 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 180 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Q Well, did you trust him? 15:57 2 A To an extent. 15:57 I think, like, he was -- to 3 me, he seemed like he was likely to be somewhat 15:57 4 trustworthy as long as he felt he was getting what he 15:57 5 needed. 15:57 6 correct. 7 8 9 10 11 Q But, I think in retrospect, that was not 15:57 But many people had told you that they didn't think he was trustworthy; right? A Yeah. 15:57 I guess I should have listened to 15:57 those people. Q 15:57 15:57 And, was part of the reason that his role in 15:57 12 Project Chauffeur was reduced over time was because of 15:57 13 those issues? 15:57 14 15 A I don't know. That's hard to know, I guess. I -- you know, I wasn't involved in that directly. 15:57 15:58 16 Q Who would know? 15:58 17 A I assume people who have had more contact 15:58 18 with him. 15:58 19 Q Can you give me some names? 15:58 20 A Chris is probably who had the most contact 15:58 21 with him. 15:58 22 Q What about Mr. Thrun or Mr. Salesky? 15:58 23 A Yeah, I mean, I'd probably say Chris had by 15:58 24 25 far the most contact with him during recent history. MR. CHATTERJEE: I do need to take a break 15:58 15:58 Page 179 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 181 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 after this because I'm out of little stickers. 2 Oh, good. 3 MR. VAN NEST: 4 MR. CHATTERJEE: 5 Problem solved. Problem solved. 15:58 They're 15:58 15:59 (Document marked Exhibit 1106 7 15:59 for identification.) 8 10 15:58 always a step ahead of me. 6 9 15:58 MR. CHATTERJEE: 15:59 This is a document that's 15:59 been marked as 1106. Q 15:59 So, Mr. Page, what I've handed you as 15:59 11 document number -- Exhibit 1106 -- this is an e-mail 15:59 12 that's dated January 27th, 2016. 15:59 13 And, I'll represent to you that the previous 15:59 14 day is the day that Anthony Levandowski had told you 15:59 15 he was resigning. 15:59 16 of the e-mail, you say: If you actually look at the bottom 17 15:59 18 Do you see that? 15:59 15:59 19 A Yep. 20 Q Okay. 21 15:59 Now, in the -- have you seen this e-mail before? 15:59 15:59 22 A I mean, I'm CCed on this e-mail. 15:59 23 Q Okay. 15:59 24 25 How recently have you seen this e-mail? A 15:59 Very, very recently, and not since then. 15:59 Page 180 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 182 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Q Okay. If you look on this e-mail, in the 15:59 2 second, I'll call it, cell of the string, there is an 16:00 3 e-mail from John Krafcik. 16:00 4 Do you see that? 16:00 5 A Yep. 16:00 6 Q And, you were on this string; right? 16:00 7 A It's kind of hard to -- 16:00 8 Q You can see at the top that you're CCed on 16:00 9 it? 16:00 10 A Yeah. 16:00 11 Q And you see on that paragraph, he says: 16:00 12 "We believe" -- 16:00 13 The very last paragraph says: 16:00 14 16:00 17 Do you see that? 16:00 18 A Yeah. 16:00 19 Q Do you remember reading that statement? 16:00 20 A I don't remember reading that statement. 16:00 21 But, I mean... 22 23 24 25 Q 16:00 Do you remember being concerned about that at all? 16:00 16:00 A I mean, I don't think it's, like, a great thing, but it also is not inherently illegal 16:00 16:00 Page 181 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 183 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 necessarily. Q 16:01 Are you aware that Google's accusation today 16:01 3 is that six weeks before this e-mail, before 16:01 4 Mr. Levandowski resigned, he's accused of having 16:01 5 downloaded an extensive volume of information from 16:01 6 Google? 16:01 7 MR. VAN NEST: To the extent he's asking 16:01 8 about allegations, to the extent you learned them from 16:01 9 a lawyer -- 16:01 10 THE WITNESS: 11 MR. VAN NEST: 12 Yeah. -- I'm instructing you not to answer. 16:01 16:01 16:01 13 THE WITNESS: 14 MR. VAN NEST: I mean -If you have independent 16:01 16:01 15 knowledge, you can state it. 16:01 16 THE WITNESS: 16:01 17 independent knowledge. 18 certainly. 19 Yeah, I don't have any I've read that in the press, 16:01 16:01 MR. CHATTERJEE: All right. 16:01 20 Q Did you -- were you aware of it at the time? 16:01 21 A No, I was not aware of it at the time. 16:01 22 Q Were -- were you aware that there were 16:01 23 concerns that Mr. Levandowski was trying to recruit 16:01 24 people to go to this new entity from Google? 16:01 25 A I mean, again, I sort of -- I testified 16:01 Page 182 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 184 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 already I was kind of aware of general concerns about 16:01 2 these kind of things. 16:01 3 certainly not aware of all the detail around that 16:02 4 that's come out in the press and so on. 16:02 5 6 Q I don't think I was, like -- And, if you'd go to one paragraph earlier than the line I just read you. 16:02 It says: 16:02 7 16:02 12 Do you see that? 16:02 13 A Yeah, sure. 16:02 14 Q Did you make retention calls to try and make 16:02 15 16 17 18 sure people stayed at Project Chauffeur? A I don't think so. 16:02 But, I mean, I don't 16:02 routinely do that, so -But you were aware, as of January 27th, 2016, 16:02 19 that people at -- on the Chauffeur team believed that 16:02 20 Anthony Levandowski was trying to recruit as many as 16:02 21 dozens of people from the team; right? 16:02 22 Q 16:02 A I don't know. I mean, I got this e-mail. 16:03 23 Like, I don't know that that means it's all true. And 16:03 24 there was a lot of emotion around, like, the day after 16:03 25 he left. 16:03 Page 183 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 185 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 Q You're aware that -- that the head of the 16:03 group was telling you this; right? 16:03 3 A I mean, I got this e-mail, yeah. 16:03 4 Q Did you express any concern in response to 16:03 5 it? 16:03 6 A I mean, we were obviously concerned about 16:03 7 this. 8 Q Do you recall being concerned about it? 16:03 9 A Yeah, I was pretty concerned about all this. 16:03 10 Q Okay. 16:03 11 A Well, I delegated it to people to look at it. 16:03 12 Q Who? 16:03 13 A John. 16:03 14 Q Anyone else? 16:03 15 A Don't recall. 16:03 16 Q Did you take any action yourself? 16:03 17 A I just told you what action I took. 16:03 18 Q Other than delegating? 16:03 19 A Don't think so. 16:03 20 Q Were you aware that the day Anthony 16:04 I mean, that's resulted in these proceedings. 16:03 What did you do? 21 Levandowski left Google, he said he was going to 16:04 22 either join Kitty Hawk or form an autonomous trucking 16:04 23 company? 16:04 24 A No, I'm not aware of that. 16:04 25 Q Okay. 16:04 Are you aware that he told that to Page 184 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 186 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 your HR group? 16:04 2 A I don't think so. 16:04 3 Q Would it have been an important thing for you 16:04 4 to know? 5 6 16:04 MR. VAN NEST: Object to the form of the question. 16:04 7 THE WITNESS: 8 MR. CHATTERJEE: 9 16:04 A 10 11 I mean, I don't know. Q. 16:04 Who is Chelsea Bailey? 16:05 I don't know. 16:05 (Document marked Exhibit 1111 16:05 for identification.) 12 MR. CHATTERJEE: 16:05 Document marked as 13 Exhibit 1111. 14 document, dated April 1st, 2016. 16:05 This is a document -- Exhibit 1111 is a 16:05 16:05 15 Q Do you see that? 16:05 16 A Yeah. 16:05 17 Q And -- and do you see in the second line, it 16:05 18 says: 16:06 19 16:06 21 A Sorry, I don't see that. Oh, on the top; 16:06 22 okay. 23 Q Second line. 16:06 24 A Okay. 16:06 25 Q Do you see that? 16:06 16:06 Page 185 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 187 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Are you aware, after Anthony Levandowski left 2 and up through, let's say, the middle of April of 3 2016, 5 6 MR. VAN NEST: 16:06 16:06 ? 16:06 Again, exclude from your 16:06 answer, Mr. Page, anything you learned from a lawyer. 16:06 7 Other than that, you can answer. 16:06 8 THE WITNESS: 16:06 9 particular knowledge about that. 10 11 Yeah, I don't have any MR. CHATTERJEE: Q. 16:06 Did Mr. Krafcik ever 16:06 talk to you about ? 16:06 14 A Don't recall anything like that. 16:06 15 Q Do you know when the second bonus payment was 16:07 16 17 18 19 paid to Anthony Levandowski? A 16:07 No, I don't recall. 16:07 (Document marked Exhibit 1110 16:07 for identification.) 20 MR. CHATTERJEE: 21 THE WITNESS: 22 MR. VAN NEST: 23 MR. CHATTERJEE: 16:07 I'll mark this as 1110. 16:07 Thanks. 16:07 Big table. 16:07 What I've handed you, 16:07 24 Mr. Page, is a -- is a document, dated February 18th, 16:07 25 2016, from Chelsea Bailey to Ming Su and David Jen. 16:07 Page 186 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 188 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Q Who is Ming Su? 2 A I don't -- I don't know. 16:07 3 Q Do you know who David Jen is? 16:07 4 A David Jen? 16:08 5 Q David Jen. 6 A No, I don't know who that is. 16:08 7 Q If you notice, there are three bullet points 16:08 8 on there. 9 Do you know? My apologies. 16:08 And it says: 16:08 "Anthony Levandowski: 10 16:07 ." 16:08 Do you see that? 16:08 11 A Yeah, sure. 16:08 12 Q And the payment date is 7/28/2016. 16:08 Do you see that? 16:08 16:08 13 14 A Okay. 15 Q Okay. 16 So, do you know if that payment was made on 7/28/2016? 16:08 17 A No, I don't know. 18 Q I'll represent to you that it was. 19 16:08 I do not know. 16:08 And that 16:08 was after Mr. Krafcik said and after people had expressed to you he had 21 22 23 24 25 16:08 tried to recruit a whole bunch of people; right? MR. VAN NEST: 16:08 Objection to the form of the 16:08 question. THE WITNESS: 16:08 I mean, I believe that was done on July 28th. 16:08 16:08 Page 187 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 189 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 MR. CHATTERJEE: Q. And -- well, it was after those other concerns were expressed; right? 16:08 16:08 3 A What's -- what's your question? 16:09 4 Q Did you ever try and stop that payment from 16:09 5 6 7 happening? A 16:09 Well, I mean, I'm not listed on any of this information. 16:09 16:09 8 Q But you -- 16:09 9 A So it seems like it might have been a little 16:09 10 difficult. 16:09 11 Q So, you -- 16:09 12 A I have no -- no knowledge of whether that 16:09 13 payment was required anyways or -- I don't know. 16:09 14 Q Well -- 16:09 15 A Why would I stop the payment, I guess? 16:09 16 Q Did -- did you ever see a need to try and 16:09 17 18 stop the payment? A 16:09 I guess -- 16:09 19 MR. VAN NEST: Object to the form. 20 You may answer. 21 THE WITNESS: Did I ever see a need? 16:09 16:09 I 16:09 22 wasn't just thinking about this particular issue in 16:09 23 the context of running a pretty large company. 16:09 24 25 But I -- I guess if I had known about it, I might have considered stopping it if that were 16:09 16:09 Page 188 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 190 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 possible, which I have no knowledge of whether that's 16:09 2 possible or not. 16:09 3 4 MR. CHATTERJEE: A 16:09 in July 28, 2016? I mean, I've already testified, I have no Q 16:09 16:10 knowledge of this. 7 8 Do you know who authorized the payment of 5 6 Q. 16:10 No, I'm wondering if you know who authorized 16:10 it. 16:10 9 If it wasn't you, who would have made that 16:10 10 decision? 16:10 11 A No, I did not know. 16:10 12 Q Do you know why Anthony Levandowski was not 16:10 13 sued for trade secret misappropriation? 14 MR. VAN NEST: 15 To the extent your knowledge comes from a 16 16:10 16:10 16:10 can provide it. THE WITNESS: 16:10 Yeah, I don't have any 16:10 independent knowledge of that. 21 22 16:10 If you have some independent knowledge, you 19 20 Objection. lawyer, don't answer the question. 17 18 16:10 MR. CHATTERJEE: Q. 16:10 Did you know that he 16:10 wasn't sued for trade secret misappropriation? No. 16:10 23 A I'm afraid I don't know the details of 16:10 24 all that. 16:10 25 Q 16:10 So, you don't know one way or another whether Page 189 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 191 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 he's been sued for trade secret misappropriation? 2 3 MR. VAN NEST: question. 4 5 8 9 10 Object to the form of the 16:10 It's argumentative. THE WITNESS: 16:10 I mean, I've already testified 16:10 I didn't know. 6 7 16:10 16:10 MR. CHATTERJEE: Your answer was actually 16:10 unclear. Q 16:10 You don't know one way or the other whether 16:10 Mr. Levandowski has been sued for trade secret 16:10 misappropriation; right? 16:10 11 A 12 know. 13 Q So, you don't know? 16:11 14 A I already stated that twice. 16:11 15 Q Well, the way you answered the question, it's 16:11 16 17 Yeah, that seems like that means I don't 16:11 not clear whether you don't understand my question. A 18 16:11 MR. VAN NEST: Counsel, this is far afield from anything that Judge Alsup authorized. 20 my CEO here. 21 not argument, please. 22 16:11 You have 16:11 Let's stick with knowledge and facts and I'm just trying to 16:11 understand his answer, Mr. Van Nest. MR. VAN NEST: line. 16:11 16:11 MR. CHATTERJEE: 24 25 16:11 Okay. 19 23 16:11 No. 16:11 This is an argumentative You have the CEO here. 16:11 You have limited time. 16:11 Page 190 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 192 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 3 MR. CHATTERJEE: I do. Stop -- you can stop 16:11 using it up, Mr. Van Nest. Q 16:11 Do you know, one way or another, whether 16:11 4 Mr. Levandowski has been sued for trade secret 16:11 5 misappropriation? 16:11 6 MR. VAN NEST: Again, objection. That has 16:11 7 nothing to do with anything you are authorized to ask 16:11 8 about. 16:11 9 three times now. I'll object to the form. He's answered it 16:11 10 THE WITNESS: No, I said I don't know. 11 MR. CHATTERJEE: Q. 16:11 Do you know why ? 14 15 16:11 MR. VAN NEST: Again, if any information you 16:11 have comes from a lawyer, don't provide it. 16 THE WITNESS: 17 MR. CHATTERJEE: 16:12 I don't know. Q. 16:12 You don't know? 16:12 18 A (Witness shakes head.) 16:12 19 Q Do you know the way that Google typically 16:12 20 retains things, like source code materials and design 16:12 21 specifications, and things like that? 16:12 22 MR. VAN NEST: I'll object to the form. 23 But you may answer. 16:12 24 THE WITNESS: 16:12 25 with how we do that. Yeah, I'm not that familiar 16:12 16:12 Page 191 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 193 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 3 4 5 6 7 8 9 MR. CHATTERJEE: 12 13 14 Is there an online 16:12 repository, or do -- do you even know that? A 16:12 I mean, there's some code-based repository 16:12 thingy. Q 16:12 And, is it a Google specially designed 16:12 repository, or is it some other industry standard one? 16:12 A I mean, that is -- that -- I mean, we use many different things. Q 10 11 Q. A 16:12 Right. 16:12 I'm just asking if you know? 16:12 We use many different things. I guess you need a more specific -Q 16:12 16:12 16:12 Do you know if Google uses Subversion, typically? 16:12 16:13 15 A I don't know. 16:13 16 Q Are you familiar with how Subversion works? 16:13 17 A No, I'm not that familiar with it. 16:13 18 Q Okay. 16:13 19 Do you know how many people have made $100 million from work they've done at Google? 16:13 20 A No, I don't know. 16:13 21 Q Can you give me an estimate? 16:13 22 A I might say, you know, a fairly significant 16:13 23 number of people. 16:13 24 MR. CHATTERJEE: 25 THE VIDEOGRAPHER: How are we doing on time? 3 hours and 34 minutes on 16:13 16:13 Page 192 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 194 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 the record, Counsel. 2 3 16:13 MR. CHATTERJEE: Q. Do you know how many 16:13 people reported to Anthony Levandowski? 16:13 4 A No, I don't know. 16:13 5 Q Are you happy that Anthony Levandowski was 16:14 6 fired by Uber? 7 8 16:14 MR. VAN NEST: Objection to the form of the 16:14 question. 9 16:14 THE WITNESS: 10 Am I happy? MR. VAN NEST: 11 relevance. 12 We have four hours. 13 question. 16:14 It's got absolutely no 16:14 Counsel, again, you're wasting our time. 16:14 I object to the form of the 16:14 16:14 14 If you have an opinion, you can answer. 16:14 15 THE WITNESS: 16:14 16 I mean, I'm generally pretty sad about the situation. 17 MR. CHATTERJEE: 18 MR. VAN NEST: 16:14 Q. Why? 16:14 Again, object to the form. 16:14 19 These aren't fact questions that are likely to lead to 16:14 20 anything discoverable whatsoever. 16:14 21 22 MR. CHATTERJEE: Q. So, go ahead and answer. He didn't instruct you not to answer. 16:14 16:14 23 A Sorry? 16:14 24 Q You said you're pretty sad about the 16:14 25 situation. I asked why. He made an objection. So go 16:14 Page 193 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 195 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 ahead and answer. A 16:15 I mean, I think it's a tough situation. It's 16:15 3 been, I don't know, 18 years or something we've had 16:15 4 the company, and this is the first time we're in a 16:15 5 situation like this. 16:15 6 7 Q 10 MR. VAN NEST: 16:15 Again, to the extent your 16:15 answer would depend on a communication with a lawyer, 16:15 I instruct you not to answer it. 16:15 11 12 16:15 Anthony Levandowski took? 8 9 Can you identify a single trade secret that If you have some independent knowledge, you 16:15 may provide it. 13 THE WITNESS: 16:15 Yeah, I mean, I think there's a 14 number of things at issue. 15 details of it. I'm not familiar with the 16:15 16:15 16:15 16 MR. CHATTERJEE: Q. Have you reviewed the 17 trade secret disclosure at all? 16:15 16:15 18 A I don't think so. 16:15 19 Q Was your phone imaged for this case? 16:15 20 A I'm not sure. 16:15 21 22 23 24 25 MR. CHATTERJEE: All right. Let's take a quick break. 16:15 16:15 THE VIDEOGRAPHER: We are off the record at 4:16 p.m. 16:15 16:15 (Recess taken.) 16:15 Page 194 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 196 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 THE VIDEOGRAPHER: We are back on the record 16:17 at 4:28 p.m. 16:28 3 16:28 4 5 6 7 8 FURTHER EXAMINATION 16:28 BY MR. GONZALEZ: Q 16:28 Mr. Page, let me show you a document that we've marked as Exhibit 1108. A 9 16:28 Thank you. 16:28 (Document marked Exhibit 1108 16:28 10 for identification.) 11 MR. GONZALEZ: 16:28 For the record, 1108 is a 12 one-page e-mail, WAYMO '11773. 13 Mr. Salesky to Mr. Levandowski, January 23, 2016. 14 Q 15 16 16:28 This is an e-mail from 16:28 16:28 And he says: 16:28 "Chris and I think would be great roles for 16:28 you." 17 16:28 16:28 And he lists three things. I just want you 18 to look at those three things, 1, 2, 3. 19 your opinion as to whether or not you agree that, at 16:29 20 the time, that would have been a great role for 16:29 21 Anthony Levandowski? 16:29 22 23 MR. VAN NEST: Take a moment to review the document. 24 25 And I want 16:28 THE WITNESS: 16:28 16:29 16:29 This is, like, right before he left? 16:29 16:29 Page 195 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 197 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 MR. GONZALEZ: 2 THE WITNESS: 3 (Reading document.) 16:29 4 Sorry. 16:29 5 Correct. 16:29 All right. 16:29 I forget the question now, now that I've read it. 6 16:29 MR. GONZALEZ: Q. The question is whether 16:29 7 you agree with Chris and Mr. Salesky, that these three 16:29 8 items would have been good for assignments for 16:29 9 Mr. Levandowski? 16:29 10 11 MR. VAN NEST: Object to the form of the 16:29 question. 16:29 12 You can answer it. 16:29 13 MR. GONZALEZ: 16:29 14 Q Let me rephrase it. Looking at points 1, 2, and 3, do you believe 16:29 15 that, in January of 2016, these would have been good 16:29 16 assignments for Mr. Levandowski? 16:29 17 A I guess in what context? For him or for us 16:30 18 or for... 16:30 19 Q For him to do within Project Chauffeur. 16:30 20 A I guess my analysis of this having -- this is 16:30 21 not exactly answering your question. But my analysis 22 of this, understanding the dynamics, is they're trying 16:30 23 to get him to do something that he's not likely going 16:30 24 to want to do. 16:30 25 this, it would be helpful. And, I'm sure if he were excited about 16:30 16:30 Page 196 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 198 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Q Do you think that Mr. Levandowski's skill set 16:30 2 would have made him a good candidate for these 16:30 3 three items? 16:30 4 A I mean, these are all, you know, somewhat 16:30 5 related to things he knows about. 6 were excited about it, he could do -- if he were 16:30 7 excited about it, I'm sure he could do a good job on 16:31 8 those kind of things, probably. 16:31 9 be excited about it. 10 14 15 16:31 for identification.) 12 MR. GONZALEZ: 16:31 16:31 Let me show you a document that we marked as Exhibit 1107. Q 16:30 But I doubt he would (Document marked Exhibit 1107 11 13 So, I think if he 16:31 16:31 You're familiar with the letter that you issued in connection with your IPO? 16:31 16:31 16 A The 2004 founders letter? 16:31 17 Q Yes. 16:31 18 A (Witness nods head.) 16:31 19 Q And that's what this is? 16:31 20 A I haven't read the whole thing, but I assume 16:31 21 22 it is, if you're representing that. Q 23 16:31 Right. 16:31 Is that your electronic signature there? 16:31 16:31 24 A It looks like it, yeah. Thank you. 25 Q And, if you'll look at the fourth page. 16:31 Page 197 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 199 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 MR. VAN NEST: What's it say at the top, Counsel? 16:32 3 THE WITNESS: 4 MR. GONZALEZ: 5 THE WITNESS: 6 Okay. 7 MR. VAN NEST: Okay. 8 MR. GONZALEZ: Q. 9 16:32 It says page -- 16:32 Page '414. 16:32 (Complies.) 16:32 16:32 Thank you. 16:32 It says in part, second 16:32 paragraph from the bottom: 10 16:32 "We encourage our employees, in addition to 16:32 11 their regular projects, to spend 20 percent of their 16:32 12 time working on what they think will most benefit 16:32 13 Google." 16:32 14 Do you see that? 16:32 15 A Yeah, sure. 16:32 16 Q That was intended to get people to be 16:32 17 18 19 20 21 22 creative in what they were doing? A 16:32 Yeah, and work on things that can help the 16:32 company. Q 16:32 And that's something that's been the policy 16:32 of the company ever since it was formed? A 16:32 I mean, there's -- in varying ways, I think, 16:32 23 like, people get upset about it sometimes when 16:32 24 managers do different things. 16:32 25 we like this idea still. But I think in general, 16:32 Page 198 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 200 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 3 4 5 Q the box? A Q To work on things they're passionate about 16:33 16:33 MR. VAN NEST: 16:33 Objection to the form of the question. THE WITNESS: 9 MR. GONZALEZ: 11 16:33 Yeah, in what sense? Q. 16:33 Do you think that he 16:33 worked on projects, such as yours, because he was -A The 20 percent -- it says to benefit Google. 13 mean, that's just a different thing. Q 16:33 Well, that's not the point of the 20 percent. 12 14 16:32 Do you think Anthony did that? 8 10 16:32 16:32 that can help the company. 6 7 The idea is to get people to think outside of So, I 16:33 16:33 16:33 Did you think that his work on 16:33 18 19 Q 16:33 policy. 20 21 You said that some people don't like the A 16:33 What do you mean by that? 16:33 I mean, sometimes -- but, I mean, the 16:33 22 managers and stuff obviously sometimes get upset about 16:33 23 this. 16:33 24 Q 25 But I think in general, it's a good thing. When you say "the managers get upset," that's because they want 100 percent of their employees' 16:33 16:33 Page 199 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 201 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 time? 2 A Yeah. 16:33 3 Q Have you personally conducted any search for 16:33 documents that might be relevant in this litigation? 16:33 4 5 A 16:33 I mean, generally, we have people that do 6 discovery. 7 you know, I represented I don't recall any text 16:34 8 messages with certain people. 16:34 9 10 Q I was asked about phone records. 16:34 And I -- How often do you delete text messages from 16:34 16:34 your phone? 16:34 11 A I don't recall having deleted any. 16:34 12 Q What forms of communication do you use, other 16:34 13 than standard e-mail and text messages? 14 15 MR. VAN NEST: 16:34 Objection to the form of the 16:34 question; assumes facts not in evidence. 16 THE WITNESS: I mean, I typically talk to 17 people and e-mail them, text them. 18 was well covered in discovery. 19 are other methods. 20 16:34 16:34 So, I think that 16:34 I don't think there 16:34 16:34 MR. GONZALEZ: Q. In the Silicon Valley, 16:34 21 would you agree that it's common to recruit employees 16:34 22 from other companies? 16:34 23 24 25 A I mean, normally, you hire people who are working somewhere else. Q And that includes hiring people from 16:34 16:34 16:34 Page 200 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 202 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 competitors; true? 16:34 2 A Yes. 16:34 3 Q That's something that Google does on a 16:35 4 regular basis; correct? 5 MR. VAN NEST: 6 THE WITNESS: 16:35 Objection to the form. 16:35 I mean, we definitely hire 16:35 7 people from other companies who may or may not be 16:35 8 competitors. 16:35 9 10 MR. GONZALEZ: Q. And you've approved of the hiring of people from your competitors; true? 16:35 16:35 11 A I don't recall particularly. 16:35 12 Q But you've hired some people from Uber; 16:35 13 haven't you? 16:35 14 A I mean, me personally or the company? 16:35 15 Q The company. 16:35 16 A I assume the company has hired a number of 16:35 17 people from Uber. 16:35 18 Q And the company has hired people from Tesla? 16:35 19 A I assume so, yeah. 16:35 20 Q Let me show you a document that was 16:35 21 previously marked as Exhibit 1031. 22 record, has Bates stamp Nos. WAYMO '4175 through 16:36 23 '4193. 16:36 24 25 1031, for the Sir, I note you're flipping through the document, which is fine. 16:35 16:36 16:36 Page 201 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 203 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Have you seen Exhibit 1031 before? 16:36 16:36 2 A I'm not sure. 3 Q It says 4 What -- what is your understanding of what 5 6 . is? A 16:36 16:36 16:36 I think 16:37 23 Q Do you know who prepared Exhibit 1031? 16:37 24 A No, I don't have a -- I don't know. 16:37 25 Q Are these types of documents, when you're 16:37 Page 202 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 204 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 16:38 14 If you'll turn to page 12 of the PowerPoint. 16:38 15 It has page '186 in the little numbers on the bottom 16:38 16 right. 16:38 17 Q A 18 19 Q (Witness complies.) 16:38 Okay. 16:38 It says -- the heading is: 16:39 20 16:39 22 Then it has a subheading that says: 16:39 23 16:39 25 Do you see that? 16:39 Page 203 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 205 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A I mean, I can read the slides, yeah. 16:39 2 Q Is that the plan? 16:39 3 A No, I don't think so. But, I mean, I 16:39 4 didn't -- I mean, I've already said I'm not really 16:39 5 familiar with this document. 16:39 6 document if you'd like. I can read the whole But you're taking -- 16:39 7 Q Well -- 16:39 8 A -- one page out of context, potentially. 16:39 9 Q -- I -- I don't want to kill all my time. On 16:39 10 the other hand, I'd like to know whether you read it. 16:39 11 So, if it would help you to look through the rest of 16:39 12 the document, please take a moment and flip through 16:39 13 the rest of the document to see if it refreshes your 16:39 14 recollection of whether you have reviewed this before 16:39 15 I showed it to you today. 16:39 16 17 A I mean, you know, my interpretation of this, 16:39 with limited context, they're just saying that 16:40 22 MR. VAN NEST: Mr. Page, he asked you whether 23 you thought you had read this back in the day. 24 know? 25 Do you 16:40 16:40 16:40 THE WITNESS: No, I don't know whether I read 16:40 Page 204 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 206 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 it or not. 2 3 4 MR. GONZALEZ: Q 16:40 All right. 16:40 Looking at the document today, when you see 16:40 the phrase what do you 6 7 16:40 understand that to mean? A 16:40 Well, I mean, they're saying, like -- 16:40 13 Q By the way, there isn't any question in your 16:41 14 mind that at least as of this date when this document 16:41 15 is being prepared and circulated within Google, that 16:41 16 you are now competing with Uber; is that right? 16:41 17 A I'm not -- I mean, I think -- I think Uber is 16:41 18 definitely a competitor of -- for self-driving cars. 16:41 19 I think they have very big business, which is 16:41 20 different than what we do. 16:41 21 tell. 22 that question. 23 24 25 Q And, I think history will I don't -- I don't fully know the answer to 16:41 16:41 In your mind, when did Uber become your competitor for self-driving cars? When did -- when did the two of you become 16:41 16:41 16:41 Page 205 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 207 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 competitors in that field? 2 3 MR. VAN NEST: THE WITNESS: 5 MR. VAN NEST: 16:41 16:41 Yeah, I was going to say --- earlier today. 16:41 So, I'll 16:41 object to the form. 7 8 I think it was asked and answered -- 4 6 16:41 16:41 I -- I think you can answer it again, 16:41 Mr. Page, if you have a different answer. 9 MR. GONZALEZ: 10 THE WITNESS: Well -- just said the opposite. 12 mean, I think it's a complicated set of issues. MR. GONZALEZ: 16:41 Yeah, and I already kind of 11 13 16:41 It's that I'm not sure. Right. 16:41 I 16:41 16:41 16:42 14 Q You said Uber started competing with you? 16:42 15 A Yeah. 16:42 16 Q All right. 16:42 17 When it talks here about 16:42 Page 206 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 208 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 16:42 2 Q Right. 16:42 3 A So -- 16:42 4 Q Can you and I agree that, when they're 16:42 5 talking here about 16:43 20 MR. VAN NEST: I'm going to object to the 16:43 21 form of the question, Counsel. 22 he's seen this before. 23 you're spending a lot of time on something that the 16:43 24 witness has not seen before, as far as he knows, so -- 16:43 25 MR. GONZALEZ: He doesn't believe He didn't author it. 16:43 And Well, he said he doesn't 16:43 16:43 Page 207 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 209 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 remember. 16:43 2 MR. VAN NEST: 3 Huh? 4 MR. GONZALEZ: 5 10 13 He doesn't -- he doesn't 16:43 16:43 Do you have any different 16:43 answer, Mr. Page? THE WITNESS: 16:43 I mean, I already kind of gave my interpretation of that. 16:43 But I can spend more time on the document, if you'd like. 11 12 16:43 MR. VAN NEST: 8 9 16:43 remember if he has seen it. 6 7 I'll object to the form. MR. GONZALEZ: 16:43 Here's the distinction that 16:43 I'm trying to draw. Q 16:43 16:43 You said that, at some point, Uber became a 16:43 14 competitor because of something that Uber did in 16:43 15 investing in autonomous vehicles. 16:43 16 Do you recall that? 16:43 16:43 17 A Yeah. 18 Q Okay. 19 I'd like to ask you about a different 16:43 type of competition. 20 16:43 Setting aside autonomous vehicles, would you 16:44 21 agree that, as of the date of this document, March 19, 22 2015, you were competing with Uber ? 16:44 16:44 24 A I mean, not in a significant way, I think. 16:44 25 Q But, 16:44 Page 208 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 210 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 16:45 Page 209 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 211 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 2 MR. VAN NEST: THE WITNESS: that. 5 6 16:45 I mean, I believe they think MR. GONZALEZ: A 16:45 I'm not sure I think that. Q. 16:45 You don't think that? I think it's possible, and possible not. 7 mean, it's still early. 8 likely that there is an impact. 9 16:45 question. 3 4 Object to the form of the 16:45 I 16:45 But, I do think it's somewhat I mean, that's not -- 16:45 16:45 Q 16:46 20 21 22 23 MR. GONZALEZ: What did you mean when you said it's somewhat likely? A Well, I don't think you can predict things with 100 percent likelihood. 24 25 Q. So, I mean, I've already testified that I thought 16:46 16:46 16:46 16:46 16:46 16:46 Page 210 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 212 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 I believe that's good advice, actually. 2 think we should focus on things we do well. That 16:46 3 doesn't mean that our businesses end up being the 16:46 4 same. 16:46 5 Q 6 So yeah, I The date of this document, March of 2015, when somebody is preparing a page that talks about 16:46 16:46 16:46 7 16:47 Page 211 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 213 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 16:47 3 4 MR. GONZALEZ: Q. Is that what makes you say that it's being taken out of context, ? 6 16:47 A 16:47 I don't know. I mean, I don't know to -- I'm 16:47 7 happy to spend -- given the amount of time we're 16:47 8 spending questioning, I think I should spend more time 16:47 9 on the document itself, because I don't think I'm 16:47 10 giving that much insight into this versus just reading 16:48 11 the slide. 16:48 12 13 14 15 16 17 18 Q We have 20 minutes left? 16:48 MR. VAN NEST: 16:48 I could, Mr. Gonzalez. MR. GONZALEZ: You know I'd give it to you if You know that. I even marked my copy, but that's okay. THE WITNESS: 16:48 16:48 16:48 The whole point of this -- 16:48 like, one of their main points here is, 16:49 Page 212 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 214 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 16:49 11 Q 12 13 All right. 16:49 Let me, at the risk of greatly disappointing 16:49 you, show you the last document -- 16:49 14 A Okay. 16:49 15 Q -- that we're going to use, which is 16:49 16 Exhibit 1109. 17 (Document marked Exhibit 1109 18 for identification.) 19 20 16:49 MR. GONZALEZ: Q. Is this an e-mail chain between you and Mr. Levandowski? 16:49 16:49 16:49 16:49 21 A It looks like it, yeah. 16:49 22 Q And, you'll notice that, after saying that 16:49 23 , Mr. Levandowski says: 24 25 16:50 16:50 Do you see that? 16:50 Page 213 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 215 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 A Sure. 16:50 2 Q Do you agree with that? 16:50 3 A I mean, 16:50 6 Q 7 All right. 16:50 He also says: 16:50 8 16:50 10 Do you see that? 16:50 11 A Sure. 16:50 12 Q Do you agree with that? 16:50 13 A I mean, 16:51 17 Q And, when he says do you agree with that? 19 20 A Yes, somewhat. think, in this. There's some subtlety, I 16:51 16:51 But, 16:51 22 23 24 Q Sir, let me ask you just a few last questions. 16:51 16:51 Did ? 16:51 Page 214 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 216 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 MR. VAN NEST: 2 THE WITNESS: 3 MR. VAN NEST: 4 Object to the form -- 16:51 What is that? 16:51 Object to the form of the 16:51 question. 5 MR. GONZALEZ: 16:51 Q. To your knowledge, did 16:51 6 ? 16:51 7 A I'm not sure what that is. 16:51 8 Q You've never heard of that company? 16:52 9 A Don't remember hearing of it. 16:52 10 Q Have you heard of a company called Odin Wave? 16:52 11 A Maybe very recently. 16:52 12 Q During the course of the litigation? 16:52 13 A (Witness nods head.) 16:52 14 Q Other than conversations in connection with 16:52 15 the litigation, were you familiar with Odin Wave? 16:52 16 A No, I don't recall that. 16:52 17 Q With respect to Mr. Levandowski, do you 16:52 18 believe that Mr. Levandowski should be able to work in 16:52 19 the autonomous vehicle space going forward? 16:52 20 21 MR. VAN NEST: question; calls for a legal conclusion. 22 23 24 25 Object to the form of the THE WITNESS: Yeah. I mean, I'm not a lawyer. 16:52 16:52 16:52 16:52 MR. GONZALEZ: Setting aside the lawyer point, I'm not asking legally. 16:52 16:52 Page 215 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 217 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 Q I just want your opinion as an individual. 2 You know Mr. Levandowski. 3 allegations are in this case. 4 A 16:52 You know what the 16:52 16:52 Well, there's information that's not come out The proceeding is not done. I generally believe 16:52 5 yet. 16:52 6 in the U.S. system and the process we're all 16:53 7 undergoing here, and I'd like to see the results of 16:53 8 that. 16:53 9 Q Sitting here today, do you have an opinion, 16:53 10 one way or the other, as to whether Mr. Levandowski 16:53 11 should be allowed to work with autonomous vehicles? 16:53 12 13 MR. VAN NEST: THE WITNESS: 15 MR. VAN NEST: 16 THE WITNESS: 18 16:53 It's not a fact question that -- 14 17 Again, I object to the form. 16:53 I mean -- 16:53 -- will lead to -- 16:53 -- I don't know the answer to 16:53 that. 16:53 MR. GONZALEZ: Q. And then maybe my final 16:53 19 question: The bonus that Mr. Levandowski received, 16:53 20 120 million, whatever it was, do you believe, or do 16:53 21 you have an opinion, as to whether that needs to be 16:53 22 paid back? 16:53 23 24 25 MR. VAN NEST: of the question. Again, objection to the form 16:53 It calls for a legal conclusion. THE WITNESS: 16:53 Yeah, I have no -- no knowledge 16:53 Page 216 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 218 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 or no answer to that. 16:53 2 MR. GONZALEZ: 3 Thank you, sir. 4 THE VIDEOGRAPHER: All right. That's all I have. deposition of Mr. Larry Page. 6 at 4:54 p.m. 8 16:53 This is the end of today's 5 7 16:53 We are off the record 16:53 16:53 The total number of media used was five. 16:53 They will be retained by Veritext. 9 16:54 Thank you. 10 MR. VAN NEST: 16:53 16:54 Before we go off the record, 16:54 11 we want to designate the transcript as "Attorneys' 16:54 12 Eyes Only, Highly Confidential, Per the Protective 16:54 13 Order." 16:54 14 MR. GONZALEZ: All right. And then I'll just 16:54 15 note that there's an issue that we had to confer about 16:54 16 documents that the witness saw before his deposition 16:54 17 to refresh recollection. 16:54 18 MR. VAN NEST: 19 (WHEREUPON, the deposition ended 20 Thank you. at 4:54 p.m.) 16:54 16:54 16:54 21 22 23 24 25 Page 217 Veritext Legal Solutions 866 299-5127 Case 3:17-cv-00939-WHA Document 1068-6 Filed 08/02/17 Page 219 of 220 HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 1 J U R A T 2 3 I, Larry Page, do hereby certify under 4 penalty of perjury, that I have read the foregoing 5 transcript of my deposition in the matter of Waymo LLC 6 vs. Uber Technologies, Inc., et al., taken on July 17, 7 2017, that I have made such corrections as appear 8 noted herein in ink, initialed by me; that my 9 testimony as contained herein, as corrected, is true 10 and correct. 11 12 13 DATED this ____ day of _____________, 2017, at ____________________________. 14 15 16 17 __________________________________ 18 SIGNATURE OF WITNESS 19 20 21 22 23 24 25 Page 218 Veritext Legal Solutions 866 299-5127 Case Document 1068-6 Filed 08/02/17 Page 220 of 220 HIGHLY CONFIDENTLAL - EYES ONLY CERTIFICATE OF REPORTER I, ANDREA M. IGNACIO, hereby certify that the witness in the foregoing deposition was by me duly sworn to tell the truth, the whole truth, and nothing but the truth in the within-entitled cause; That said deposition was taken in shorthand by me, a disinterested person, at the time and place therein stated, and that the testimony of the said witness was thereafter reduced to typewriting, by computer, under my direction and supervision; That before completion of the deposition, review of the transcript was was not requested. If requested, any changes made by the deponent (and provided to the reporter) during the period allowed are appended hereto. I further certify that I am not of counsel or attorney for either or any of the parties to the said deposition, nor in any way interested in the event of this cause, and that I am not related to any of the parties thereto. Dated: 7/18/2017 ANDREA M. IGNACIO, RPR, CRR, CCRR, CLR, CSR NO. 9830 Page 219 Veritext Legal Solutions 866 299-5 127