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COULOMBE - Direct (Sanders

83

Q.

became, you know, friends, both in work and outside of
work.

And what you were talking about on this occasion?
Whether or not she was going ~- she was talking to me
whether or not she was going to turn her options in.
What did she tell you?

She told me that she did, and then she relinquished that
-- some of her options were around $15 or $17, pretty
close to what the price -- the price started to escalate
right around that period of time, and she was having
second thoughts about some of her options which were
priced closer to the $2 or $3 from the current price,
and she, I think -- although I don't know -- but she
told me that she was planning to ask Jonathan if she
could relinquish her giving them up.

And how did you respond when she told you that?

I said, If I was in the same position as her with
options that were that close, that I would have to think
a lot harder about it.

Do you know whether in fact she was able to pull back
her relinquishment?

Yes.

She was able to?

Yes.

Okay. Did the two of you discuss anything else?

Declaration of

J. Sanders - 20

rt Reporting * Seattle, Washington * 206-623-9654


Davi ta

CONFIDENTIAL MEMORANDUM ‘

TO: Kent Thiry
Joe Mello

Rich Whitney
Bill Schilling

FROM: Steve Udicious

DATE: February 27, 2000
RE: Updated WOOTM Report
Notes

“Kept” = Affirmative response that decided to keep options
“Kept” and “No Response” have same effect — options still outstanding
¢ Employees who received September 2UUU grants were not solicited, will be solicited in

March 2001
L Options greater than $15.00

: Relinquished 937,204 65%
Kept 353,755 11%
No Response 438,781 24%
1,729,740 shares 100%

I. Options $15 - $19 (subset off)
Relinquished 408,644* 39%
Kept 348,643 34%
No Response 283,279 27%
1,040,566 shares 100%

* 229,737 shares from VPs, 123,244 shares from directors, 55,663 shares from

below director level

Confidential
DV 2281

Declaration of Coulis

J. Sanders - 14



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COULOMBE - Direct (Sanders)

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A.

Declaration of
J. Sanders - 24 Reporting * Seattle, Washington * 206-623-9654

And are you reasonably comfortable that it was after you
had signed and returned Exhibit 10?

Yes.

Did you understand, when you signed and turned in
Exhibit 10, and then, you know, declined the opportunity
to cancel it, that you were in fact relinquishing these
option shares?

Yes.

And you did that knowingly, right?

Yes.

And willingly?

Yes.

Did you expect to get anything in return,
notwithstanding Mr. Wolin's comments?

Yes.

And what was that?

I expected that at some point in the future that I would
be compensated through bonuses or some form of reissue
of stock options, that at some point I might get that,
although I realized, intellectually, that there was no
promise associated with that.

Mr. Wolin hadn't made any implicit promises to you that
he would make sure that you got grants or anything like
that, did he?

No.



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Page 2}
APPEARANCES: :

SHORT CRESSMAN & BURGESS, PLLC
BY: DAVID E. BRESKIN, ESQUIRE
999 Third Avenue

Suite 3000

Seattle, WA 98104-4088

(206) 682-3333 /
(Via telephone)
Representing the Plaintiff

PERKINS COLE, LLP
BY: JAMES SANDERS, ESQUIRE
and i

BRIAN M. FLOCK, ESQUIRE fi

1201 Third Avenue i

Suite 4800

Seattle, WA 98101-3099

(206) 359-9000

(Via telephone)

Representing the Defendant

Declaration of
J. Sanders -5

a

d42ddae8-e5d1-47af-8989-eab00a52f9a9


Coulombe v. Total Renal Care Steven Udicious
Page 97
1 shareholders?
16:56:11 2 A. Yes.
16:56:11 3 Q. All right. And in fact, you would have to
4 know how many shares you actually received back
5 before you would know how many you wanted to ask j
6 the shareholders to authorize, correct?
16:56:24 7 A. Yes, the number of shares that we had --
8 had been returned would impact how many shares we
9 could ask the shareholders for. Yes, that's true.
16:56:31 10 Q. Was there a total number of shares that
11 had been decided upon as the increase when the
12 decision was made to implement the program to
13 return the shares and to go to the shareholders?
16:56:47 i4 A. I think the decision was to -- to go for
15 the maximum amount from our shareholders that we
16 felt we could get approved. Obviously, we would
17 not want the shareholders to vote it down, because
18 then we would have no increase. So the idea was to
19 go for the number that was the largest number, but
20 we felt very confident that the shareholders would
21 approve.
16:57:12 22 Q. Do you remember what that number was?
16:57:13 23 A. I -- I think the number that ultimately a
24 was submitted to the shareholders was 2.75 million
25 shares.

Declaration of
J. Sanders -35

Buell Realtime Reporting, LLC

206-287-9066

b5014832-1146-4048-b202-98dac987460F


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COULOMBE - Direct (Sanders

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anything to suggest that there would be any negative
repercussions for not participating?
Not higher up, no.
Okay, it was just either at her level or below?
Yes.
But Ms. Haight, did she tell you that anybody had ever
suggested to her that it would be bad for her career to
not participate in this?
No.
Nobody at all?
Not that I know of. I mean, I can't speak for Helen.
Do you know, is Ms. MacDougall still with DaVita?
Yes.
And she did in fact not relinquish some of her options,
cight?
Yes, I think she gave some up, but some she didn't.
Have you ever learned from her or from any other source
that anything negative ever occurred to her as a result
of pulling back some of her relinquishments?
No.

(Exhibit No. 11 was marked for

identification.)
Mr. Coulombe, Exhibit 11, which you have in front of you
there --

Yes.

Declaration of ; ;
J. Sanders - 21 ct Reporting * Seattle, Washington * 206-623-9654


Transcript of Steven Udicious

Case: Coulombe v. Total Renal Care

Date: September 14, 2006

BUELL

REALTIME REPORTING, LLC

Phone: 206.287.9066
Fax: 206.287.9832
e-mail: info@buellrealtime.com
Internet: www. buellrealtime.com

Declaration of a
E
J. Sanders - 27 xhibit C



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Declaration of
J. Sanders - 23 t Reporting * Seattle, Washington * 206-623-9654

Yes.

Okay, and was that Mr. Wolin that told you that?

Yes.

And how did you respond?

I had told him that I was going to relinquish them and
that I would relinquish them.

So you told him that you were going to stick with your
original decision?

Yes.

When he approached you about changing your mind, had you
already signed and returned Exhibit 10?

I don't remember; I don't remember the timeline. I may
have -- I believe I already did sign it and send it in
because the date on it was November, and I believe this
-- the date on this is the 19th of December, and I
believe that Jonathan -- if I didn't receive this, then
he would have spoken to me about it.

Okay. Well, can you put it in time at all, in terms of
Exhibit 10, at some point after you had signed and
returned Exhibit 10, did somebody come to you, even
verbally or through a memo like this, and let you know
you had the option of going back and cancelling the
relinquishment if you wanted to?

I heard it indirectly through Cheryl, and then later on

directly from Jonathan.



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COLLOQUY

L

WHEREUPON, the following proceedings were held and
testimony taken of the witness, who was called at the
instance of the Defendant, to-wit:
THE VIDEOGRAPHER: Good morning. We are
now on the record.

Here begins Videotape No. 1, Volume I, in the
deposition of Leonard J. Coulombe in the matter of
Leonard Coulombe vs. Total Renal Care Holdings,
Incorporated, et al, in the United States District
Court, Western District of Washington at Seattle. Case
number is CV6-504 JLR.

Today's date is August 25th, 2006, and the time is
approximately 10:32 a.m.

The video operator today is Mike Elderkin of Tevis
Court Reporting, 9709 239th Street Southwest, Edmonds,
Washington, 98020.

This deposition is taking place at the offices of
Perkins Coie, 1201 Third Avenue, 48th Floor, Seattle,
Washington, 98101, and was noticed by James E. Sanders
of Perkins Coie.

Counsel, please voice-identify yourselves and state
whom you represent.

MR. SANDERS: This is James Sanders for
defendant, DaVita.

. MR. BRESKIN: David Breskin. I'm
Declaration of

J. Sanders - 18

Tevis Court Reporting * Seattle, Washington * 206-623-9654


STEVEN J. UDICIOUS

Page 28 |
1 correct that this is a form letter that

was sent to a number of DaVita employees

3 who had stock options?

4 A. Yes.

5 Q. And the letter was sent as a
6 form letter with a signature block for

the employee's signature; is that

8 correct? i
9 A. Yes.
10 Q. And did you do that or was

i there somebody on your staff that did
12 that, how did that work?

13 A. Somebody on my staff.

uM Q. Who was responsible for

us sending those letters out?

16 A. The letters were prepared by

a my assistant at the time, Nadia Antoun,

18 using information provided to her by the
19 DaVita accounting department in Tacoma,

20 Washington who kept the information

al regarding the outstanding stock options.

22 In particular a gentleman named Aaron

23 Westlund. She prepared the letters and

24 then my recollection is that the letters

L_ Declaration of — : SE |
J. Sanders -10 d42ddae8-e5d1~47af-8989-eab00a52f9a9



Coulombe v.

Total Renal Care

Steven Udicious

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Page 95
employees in 2000. The scope of this request
includes any proposed -- purposes or benefits that ,
the defendant contemplated in seeking return of the
stock options.

Is there anything additional, beyond what
you testified to at your August 8th deposition, as
the rationale and purpose for this program that
you've learned through your designation as the
company's representative today or that the company
has?

A. No, I -- as I recall my -- my testimony, I
think the rationale was stated in the various memos
and talking points that we've gone over.

MR. BRESKIN: I need to take a break for a
minute. Why don't we take a five minute break.

MR. SANDERS: Okay.

(A short recess was then taken.)
BY MR. BRESKIN: [

Q. I want to -- I want to make sure I
understood the response you gave me earlier,
because it was confusing, perhaps only to me, from
your prior deposition. But in your prior
deposition, at page 17, at the bottom of that page,
I -- I had asked you, starting at about line 18,

what Mr. Thiry's role was with regard to analyzing

Declaration of
J. Sanders -33

Buell Realtime Reporting, LLC

206-287-9066

b5014832-1146-4048-b202-98dac987460f


Coulombe v.

Total Renal Care

Steven Udicious

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Whereupon,
STEVEN UDICIOUS,
having been duly sworn was called as a witness
herein and was examined and testified as follows:
EXAMINATION
BY MR. BRESKIN:

Q. Mr. Udicious, I'm going to ask you the
formality of stating your name and your address for
the record?

A. Steven Udicious, 1300 Wendover Road,
Rosemont, Pennsylvania, 19010.

Q. Okay. And do you have an understanding of
why you're here today?

A. Yes.

Q. Tell me what that is.

A. The Rule 30(b) (6) deposition for the items |}
that were noted in the notice of deposition.

Q. Okay. So you understand you're appearing
today as the defendant corporation's
representative --

A. Yes.

Q. -- and testify as to the corporation's
knowledge?

A. Yes.

Q. As opposed to my prior deposition of you,

Declaration of

J. Sanders - 30

Buell Realtime Reporting, LLC

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STEVEN J. UDICIOUS

Page 24 |
was available there. It's not as if you
could tie specific options that were
3 either voluntarily relinquished or
expired by their terms, you couldn't tie
those shares to any specific future
grant.

7 Q. Is it correct that the
company decided to seek return from
employees of existing stock options in
yo 2000 rather than seeking amendments to
it the option plans to increase the number
12 of options that could be issued?

13 MR. SANDERS: I'm sorry,

14 could you restate? That question
18 seemed vague to me also.

Te BY MR. BRESKIN:

uw Q. Mr. Udicious, you told me
18 that there were two plans under

19 consideration in 2001, one was to seek
20 return from employees of existing stock

ai options, and a second plan or proposal

22 was to seek amendment of stock option
23 plans to increase the number of options
aa that could be issued; is that correct?

L_ Declaration of | ——— et
J. Sanders -7 d42ddae8-e5d1-47af-8989-eab00a52/9a9



STEVEN J. UDICIOUS

3 STEVEN J. UDICIOUS, after

having been duly sworn,

7 DIRECT EXAMINATION

9 BY MR. BRESKIN:

10 Q. Mr. Udicious, can

W me, okay?

te A. Yes.

13 Q. Great. Would you state your
“4 full name and address for the record.

18 A. Name is Steven with a V,

16 Udicious, U-D-I-C-I-O-U-S. Address, 1300
w7 Wendover, W-E-N-D-O-V-E-R, Road,

18 Rosemont, PA 19010.

19 Q. Have you had your
20 taken before?

al A. I have.

22 Q. When was the last
23 A. The last time was
2a -- probably two or three years

Declaration of

examined and testified as follows:

Page 5 [|

was

you hear

deposition

time?
probably

ago.

a

J. Sanders -6

EE ET
d42ddae8-e5d1-47af-8989-eab00a52f9a9


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0

QS

ne

Le}

>

Declaration of
J.Sanders-19  -t Reporting * Seattle, Washington * 206-623-9654

What did she tell you she was going to do?
She felt that if people didn't, it was like signing a
death warrant.
Okay, was she more specific than that?
No.
Okay. Is she still with DaVita?
Yes.
And do you know, did she in fact turn in her options?
Yes.
And you may have said this already, but let me just make
sure: Ms. LaMunyon did not turn in her options, to the
best of your knowledge?
That's correct.
Okay, she kept them.

All right, Cheryl MacDougall, was that the last
person?
Yes.
And when did you have your discussion with Ms.
MacDougall?
It was right around that time in November, and Cheryl
and I were very close; we basically were the two
directors of compliance for the company at the time,
reporting directly to Jonathan Wolin, so she and I were
of equal stature, and so -- and we had a lot of close

interaction and we spoke almost on a daily basis, so we



STEVEN J. UDICIOUS

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J. Sanders -9

Richard Fontaine.

Q. Do you know whether he still
has some relationship with DaVita?

A. I believe he's still on the
board of directors.

(Exhibit-5 marked for
identification.)

MR. SANDERS: Just so we're
clear, there's a couple of
November 22, 2000 letters, this is
the one that should say DV0238 at
the bottom.

THE WITNESS: Correct.

BY MR. BRESKIN:

Q. Mr. Udicious, you should be
looking at a letter from Mr. Coulombe to
you dated November 22, 2000 with a copy
to Jonathan Wolin. Is that what you're

looking at as Exhibit 5?

Yes.
Q. Did you draft this letter?
A. I prepared the form of this
letter, yes.
Q. And is my understanding

Declaration of

Page 27}

d4zddae8-e5d1 '~47af-8989-eab00a52f9a9



132

Certificate
1 CERTIFICATE
2
3 STATE OF WASHINGTON )
) ss
4 COUNTY OF KING )
5
I, the undersigned Notary Public in and for
6
the State of Washington, do hereby certify:
7
Leonard J. Coulombe,
8
appearing at the instance of the Defendants, appearing
9
before me at the time and place indicated, in said
10
transcript, said deponent, before examination, was by
il
me duly sworn to testify the truth, and that the
12
testimony thereupon given was stenographically recorded
13
by me and transcribed under my direction.
14
I further certify that I am in no way related
15
to any party to the cause of action concerned, nor to
16
any of counsel, nor do I have a financial interest in
17
the event of the cause.
18
19
IN WITNESS WHEREOF, I have hereunto set my hand and
20
affixed my official seal the 30th day of August 2006.
21
22
23
Mary C. Tevis, Notary Public
24 of the State of Washington,
residing at Edmonds.
25

larati f A we
pecans on 5 u#t"Beporting * Seattle, Washington * 206-623-9654
|. Sanders -


THE HONORABLE JAMES L. ROBART

UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF WASHINGTON
AT SEATTLE

LENNY COULOMBE, No. CV6-504 JLR

Plaintiff, DECLARATION OF JAMES SANDERS
IN SUPPORT OF DEFENDANT'S CROSS
v. MOTION FOR SUMMARY JUDGMENT
RE: LIABILITY ON WASHINGTON
TOTAL RENAL CARE HOLDINGS, INC., WAGE STATUTE CLAIM AND
DAVITA, INC., DEFENDANT'S OPPOSITION TO
PLAINTIFF'S MOTION FOR PARTIAL

Defendants. SUMMARY JUDGMENT

JAMES SANDERS states and declares as follows:

1. Tam one of the lawyers representing defendant DaVita Inc. ("DaVita") in this
litigation. I am over the age of 18, competent to testify, and make this declaration based upon
my personal knowledge and the files and records in this matter.

2. Attached as Exhibit "A" are true and correct copies of excerpts of the

deposition of Steve Udicious taken on August 8, 2006, including certain exhibits attached

thereto.

DECLARATION OF JAMES SANDERS - 1 PERKINS COIE LLP

(NO. CV6-504 JLR) 1201 Third Avenue, Suite 4800
[38585-0002/SL062650.149] Seattle, Washington 98101-3099

(206) 583-8888



STEVEN J. UDICIOUS

Page 71
1 the most valuable DaVita team members.
2 First of all, is that
5 accurate that the relinquishment program
4 that included Mr. Coulombe's options
5 allowed DaVita to obtain shareholder
6 approval for the issuance of another 2.75
7 million option shares?
8 A. Yes. The relinquishment

9 contributed to the ability to get 2.75

20 million shares rather than getting :
iu approval for a much lower number of ;
12 shares.

13 Q. Can you explain that a

uM little more to me, how those two things

18 go together?

16 A. In looking at a proposal to
uw stockholders to approve additional option
18 shares investors, in particular

19 institutional investors, look at the pool
20 of existing options that are available to

al the employees of the company, both

ae options that are outstanding and
23 unexercised as well as shares remaining
aa in plans that are available for future
.__ Declaration of ——— : $$

J. Sanders - 12 " dd2ddae8-05d1-47af-8989-eab00a52f9a9


STEVEN J. UDICIOUS

Page 70 i
1 the witness may answer.
@ THE WITNESS: I don't recall
3 specifically who received stock L
4 options after that period of time.
° There were certainly many people
6 who did.
7 BY MR. BRESKIN:
8 Q. You were not involved in the
° redistribution to those individuals?
10 A. I was involved in the
i preparation of the agreements relating to
12 subsequent option grants but I was not
13 involved in the determination of who
M4 would receive options after that date,
18 except to the extent I was involved in
16 discussions with Mr. Thiry to whom I
u reported regarding option grants for
18 employees who reported to me.
19 Q. The Answer says: The
20 successful relinquishment program also
al allowed DaVita to obtain shareholder
ee approval to issue another 2.75 million
23 option shares, which were also
2a distributed so as to attract and retain
L— Declaration of

J. Sanders - 14 d42ddae8-e5d1-47af-8989-eab00a52/9a9


Coulombe v.

Total Renal Care

Steven Udicious

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Page 48

But as we've discussed, the pool of grants
is limited, and it's not an infinite pool that the
company can pull from to make grants to people. So
there was discussion about it at that time about a
way to find more options to be available --
available for people, and people were talking
generally about these concepts of giving options
back, but nothing had yet been implemented. a

Q. No one had yet agreed in April to return
their options, correct?

A. There was no written agreement in place
that anybody had, whether there were people who, in
conversations, had expressed a willingness to do
that, because they understood the needs of the
company, I -- I think that was occurring.

Q. Well, I just want to be clear on this.

The first sentence says, "you agreed in April that
you would turn in your out of the money options."

There weren't any -- there wasn't any director who
had, in fact, had agreed in April to return their

options?

A. Not -- not in a written document, no.

Q. Or otherwise? i

A. I can't say what -- there were

conversations going on in the management team, and

Declaration of

J. Sanders - 32

Buell Realtime Reporting, LLC

206-287-9066

b5014832-1146-4048-b202-98dac987460f


Coulombe v.

Total Renal Care

Steven Udicious

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that correct?
A. Yes.
Q. Okay. The next bullet point says, "you

agreed in April that you would return" -- "would

turn in your out of the money options. You now
have the opportunity to voluntarily return your out
of the money options in order to expand the pool
for all participants." Then there's a bracket,
“but remember those below director were not
informed about this in April," close bracket.

A. Uh-huh.

Q. Okay. Now, I'm really confused. So in
April of 2000, there was an agreement that the
directors made to return their shares?

A. In April of 2000, there were discussions
ongoing throughout the management team about people
getting mcre stock options. The company had gone
through tremendous upheaval beginning in the
beginning of 1999. The stock price had dropped |
precipitously. People were concerned that -- about
having an incentive to continue to work for the
company, particularly they cited that they had
options that were out of the money and were
essentially worthless and were hoping to get

additional option grants.

Declaration of

J. Sanders - 34

LE TE TAT =

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206-287-9066

b5014832-1146-4048-b202-98dac987460f


STEVEN J. UDICIOUS

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Declaration of
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A. That's correct.

Q. And did the company choose
one of these ways to go?

A. They -- they pursued both.
The relinquishments were pursued in the
second half of 2000 into early 2001. And
then they pursued a shareholder approval
of a stock option plan amendment in 2001.

Q. And why did they do that in
2001?

A. In order to secure
additional shares for future grants.

Q. How many additional shares
were secured in that way?

A. I don't recall. I think the
number that was approved by the
stockholders of additional shares was
something on the order of 2.5 or 2.75
million.

Q. And how many shares were
obtained in 2000 and early 2001 through
the program of seeking shares back from
or options back from employees?

A. I don't recall the specific

ET ST Saal
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Declaration of
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COULOMBE - Direct (Sanders)

»

Pb Oo

~- do you recognize that document?
Yes.
Have you seen it before?
Yes.
Did you receive this on or about December 6th, 2000?
Yes.
(Exhibit No. 12 was marked for
identification.)
All right, Mr. Coulombe, handing you what's been marked
as Exhibit 12, do you recognize this document?
Yes.
Did you receive this document on or about December 19th,
2000?
I don't recall on this one.
Have you seen it before today?
Yes.
Are you sure you've received it at some point?
No, I'm not really sure that I received it, but I did
see it when we took Steve Udicious's deposition.
So you may or may not have seen it before that; you're
not sure?
Right.
Do you remember otherwise being told in any way that if
you wanted to cancel any of your earlier

relinquishments, you could?

86

Surt Reporting * Seattle, Washington * 206-623-9654


Coulombe v. Total Renal Care Steven Udicious
Page 1

14:02:30 UNITED STATES DISTRICT COURT ij
14:02:30 WESTERN DISTPICT OF WASHINGTON AT SEATTLE

14:02:30 0 ween en enn n ne ---------------------------------------

14:02:30 LEONARD COULOMBE, )

14:02:30 Plaintiff, )

14:02:30 vs. ) CVv06-504 i
14:02:30 TOTAL RENAL CARE HOLDINGS, )

14:02:30 INC., DAVITA INC., )

14:02:30 Defendants. )

14:02:30

14:02:30 Deposition Upon Oral Examination of

14:02:30 STEVEN UDICIOUS

24:02:30 00 wen nn nn nn nn nn nnn nn nn nnn n nnn $2 == === === ===

14:02:30 1:30 p.m. - 5:10 p.m.

14:02:30 September 14, 2006

14:02:30 999 Third Avenue, Suite 3000 i
14:02:30 Seattle, Washington

14:02:30 Mary M. Paradise, RPR, CCR, CSR i
14:02:30 CSR 2469 i

Buell Realtime Reporting, LLC
Declaration of 206-287-9066

J. Sanders - 28 b5014832-1146-4048-b202-98dac987460f


UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF WASHINGTON

AT SEATTLE

LEONARD COULOMBE : NO CV06-504
v.
TOTAL RENAL CARE

HOLDINGS, INC.
DAVITA INC.

AUGUST 8, 2006

Telephonic oral deposition of
STEVE J. UDICIOUS, taken pursuant to
notice, was held at the law offices of
AKIN, GUMP, STRAUSS, HAUER & FELD, LLP,
One Commerce Square, 2005 Market Street,
Suite 2200, Philadelphia, PA beginning at
1:45 p.m., on the above date, before
Nancy D. Ronayne, a Professional Court
Reporter and Notary Public in the
Commonwealth of Pennsylvania.

ESQUIRE DEPOSITION SERVICES
Four Penn Center
1600 John F. Kennedy Boulevard-12th Floor
Philadelphia, Pennsylvania 19103
(215) 988-9191

Declaration of
J. Sanders -4 Exhibit A

Page 1

a

rT 7 ad

d42ddae8-e5d1-47af-8989-eab00a521929


VP and Director Partici ation $15 - $19
aC rector Participation $15 - $19

(‘indicates split decision, listed in both Categories)

Relinquished 7
Title Name Share Numbers Share Price
VP Bonnie Greenspan 46,417 $18.75
Joanne Otsuji : 39,279 $18.75
Stan Lindenfeld* 97,624 $18.75
Directors Anthony Gabriel 7,500 $19.00
Dave Manheim* 46,417 $18.75
John Russo 38,494 $17.98
Lenny Coulombe 30,833 $18.75
30,000 $32.19
Sandy Hoffman 3,333 $17.78
5,000 $32.19
Kept
C Title Name Share Numbers Share Price
VP Stan Lindenfeld* (required 97,625 $18.75
because of divorce. Settlement) .
Directors Carole Shepherd 46,417 $18.75
Cheryl MacDougall 12,282 $15.08
8,010 $16.34
- Dave Manheim* 4,167 $15.75
Jerry Bell 2417 $15.75
| Uynn McGowan — 5,555 $17.85
$18.75
Melody McCollum $18.75
Rudy Aguilar $18.75

No Response
’ Title Name Share Numbers Share Price

VP Glenn Jones 6,230 $16.34
22,250 $15.08
John McDonough (all options 80,000 $19.00

expire 3/15/01 as a result of

resignation)

Directors Dale Alderman 4,166 $18.75
7,500 $24.38
Jack White 46,417 $18.75
Janet Stephens 3,500 $15.31
Linda Considine 12,500 $32.19
25,000 $18.75
Mane Ficarella 46,417 $18.75
Sheldon Reich 8,334 $18.75
7,500 $24.38

Declaration of
J. Sanders - 15

Confidential
DY. 2282



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For the Plaintiff:

For the Defendant:

Also present:

Videographed by:

Declaration of
J. Sanders - 17

APPEARANCES

David Breskin

Attorney at Law

Short Cressman & Burgess
Suite 3000

999 Third Avenue

Seattle, Washington 98104
Phone: 206-682-3333

email: dbreskin@scblaw.com

James Sanders

Attorney at Law

Perkins Coie

4800 Washington Mutual Tower
1201 Third Avenue

Seattle, Washington 98101
Phone: 206-359-8000

email: jsanders@perkinscoie.com

Steven M. Cooper

Mike Elderkin

Tevis Court Reporting * Seattle, Washington * 206-623-9654



CERTIFICATE OF SERVICE

On September 25, 2006, I caused to be served upon counsel of record, at the address

stated below, via the method of service indicated, a true and correct copy of the foregoing

document.

David E. Breskin _ Via hand delivery

Short Cressman Burgess PLLC —  ViaU.s. Mail, Ist Class,
999 Third Avenue, Suite 3000 Postage Prepaid ;
Seattle, WA 98104-4088 Via Overnight Delivery

Via Facsimile
Via E-filing

Attorneys for Plaintiff

bel |

I certify under penalty of perjury under the laws of the State of Washington that the
foregoing is true and correct.

DATED at Seattle, Washington, on September 25, 2006.

s/James Sanders, WSBA #24565
State Bar Number: 36919
James Sanders, WSBA #24565
Brian M. Flock, WSBA #36919
Attorneys for Defendant
Perkins Coie LLP

1201 Third Avenue, Suite 4800
Seattle, WA 98101-3099
Telephone: (206) 359-8000
Fax: (206) 359-9000

E-mail: JSanders@perkinscoie.com

DECLARATION OF JAMES SANDERS - 3 PERKINS COIE LLP
(NO. CV6-504 JLR) 1201 Third Avenue, Suite 4800
[38585-0002/SL062650.149] Seattle, Washington 98101-3099

(206) 583-8888



foo {21250 Hawthorne Boulevard, Suite 80
£ Torrance, CA 911503-5517
a iy Ll dQ. © Fel: (BOO) 310-4872 Fax: (G10) 792-8928

November 22, 2000

Steve Udicious

General Counsel

DaVita Inc.

21250 Hawthorne Blvd., Suite 800
Torrance, CA 90503-5517

Dear Steve:

As of the date of this letter, I hereby voluntarily relinquish my stock options with the grant date
and exercise prices listed below. Lunderstand that by doing so, I will not be eligible for an
additional option grant for a period of six months from the date of this letter. also confirm that
I have not been promised replacement options or any other form of consideration in exchange for
relinquishing these options.

G Onti Exercise Pri
04/24/1997 5,833 $18.75
04/24/1997 25,000 $18.75
02/27/1998 30,000 $32.19
Sincerely, 2th
Fee } : Bait NO, pol
onard Coulumbe Witness.
Date. -as.
Mary Tevis, Reporter

cc: Jonathan Wolin

Declaration of DV 0238
J. Sanders - 26 Couture


3. Attached as Exhibit "B" are true and correct copies of excerpts of the
deposition of plaintiff Leonard Coulombe taken on August 25, 2006, including certain
exhibits attached thereto.

4. Attached as Exhibit "C" are true and correct copies of excerpts of the
deposition of DaVita's 30(b)(6) representative, Steve Udicious, taken on September 14, 2006.

Signed this 25" day of September 2006, at Seattle, Washington.

/s/ James Sanders
JAMES SANDERS

DECLARATION OF JAMES SANDERS - 2 PERKINS COIE LLP
(NO. CV6-504 JLR) 1201 Third Avenue, Suite 4800
[38585-0002/SL062650.149] Seattle, Washington 98101-3099

(206) 583-8888



Coulombe v

Total Renal Care

Steven Udicious

Page 96}
the different proposals that were for increasing
the number of options, and you gave me a long

answer that was full of a lot of information.

16:54:51 4 But basically, as I understood this
5 answer, you outlined two different proposals or
6 options. One way was to implement this WOOTM
7 program for employees to return their options, and
8 the other was to go to the board and get approval
9 for amendment of the stock option plans to increase
10 the number of shares. Do you see your response
1 there, on page 18, where we talked about that?
16:55:21 12 A. Yes, but it was to go to the shareholders,
13 not the board, for the increase, but yes. Yes.
16:55:25 14 Q. Okay. So you had earlier said that both
15 of those things were done simultaneously?
16:55:33 16 A. Well, not literally simultaneously, but
i simultaneously in the sense that that decision was
18 made to pursue both. The relinquishment program,
19 and then at the next annual meeting of the
20 stockholders, which was later in 2001, to seek
21 approval of an amendment to increase the number of
22 shares under the existing plans.
16:55:58 23 Q. Okay. But in terms of just the sequence
24 of events, the program to get the employees to
25 return their shares came before going to the
TT = $$$ —
Declaration of Buell Realtime Reporting, LLC
J. Sanders -34 206-287-9066

b5014832-1146-4048-b202-98dac987460f


Coulombe v. Total Renal Care Steven Udicious

Page 2
14:02:30 1 APPEARANCES
2
14:02:30 3 FOR THE PLAINTIFF: DAVID E. BRESKIN
14:02:30 4 Attorney at Law
14:02:30 5 Short Cressman & Burgess
14:02:30 6 999 Third Avenue
14:02:30 7 Suite 3000
14:02:30 8 Seattle, Washington 98104
9
14:02:30 10 FOR THE DEFENDANTS JAMES SANDERS
14:02:30 11 Attorney at Law
14:02:30 12 Perkins Coie
14:02:30 13 1201 Third Avenue
14:02:30 14 Suite 4800
14:02:30 15 Seattle, Washington 98101
14:02:30 16 and
14:02:30 17 STEVEN M. COOPER
14:02:30 18 Attorney at Law
14:02:30 19 DaVita General Counsel
14:02:30 20 601 Hawaii Avenue
14:02:30 21 El Segundo, California 90245 i
22 }
23
24
25 i
Buell Realtime Reporting, LLC
Declaration of 206-287-9066

J. Sanders - 29 5014832-1146-4048-b202-98dac987460f


vo : 21250 Hawthorne Boulevard, Suite 800
L Torrance, CA 90503-5517
a U QL, Tet: (Ht) 310-4872 Fan: (310) 792-8928

November 22, 2000

Steve Udicious

General Counsel

DaVita Inc.

21250 Hawthome Blvd., Suite 800
Torrance, CA 90503-5517

Dear Steve:

As of the date of this letter, I hereby voluntarily relinquish my stock options with the grant date
and exercise prices listed below. I understand that by doing so, I will not be eligible for an
additional option grarit for a period of six months from the date of this letter. I also confirm that
Thaye not heen promised replacement ontions or any other form of consideration in exchange for
relinquishing these options.

Grant Dates Options rcise Prici

04/24/1997 5,833 $18.75

04/24/1997 25,000 $18.75

02/27/1998 30,000 $32.19
Sincerely,

Fe Coulumbe

eee Th

Declaration of DV 0238
J. Sanders - 13 Couture

cc: Jonathan Wolin


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16
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225

LENNY COULOMBE,

TOTAL RENAL CARE HOLDINGS,
INC., DAVITA, INC.,

UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF WASHINGTON

AT SEATTLE

Plaintiff,

v. No. CV6-504 JLR

COPY

Defendants.

DEPOSITION UPON ORAL EXAMINATION OF

LEONARD J. COULOMBE

9:30 a.m.
August 25, 2006
4800 Washington Mutual Tower
1201 Third Avenue
Seattle, Washington

Declaration of
J. Sanders - 16

Reported by Mary C. Tevis, CCR No. 29906

Exhibit B

Tevis Court Reporting * Seattle, Washington * 206-623-9654