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Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 1 of 86
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UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

WAYMO LLC 

Plaintiff, 

vs. Case No. 

UBER TECHNOLOGIES,INC.; 17-cv-00939-WHA 

OTTOMOTTO, LLC; OTTO 

TRUCKING LLC, 

Defendants. 

**ATTORNEYS' EYES ONLY** 

VIDEOTAPED DEPOSITION OF TRAVIS KALANICK 

San Francisco, California 

Thursday, July 27, 2017 

Volume I 

REPORTED BY: 

REBECCA L. ROMANO, RPR, CSR No. 12546 

JOB NO. 2665725 

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Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 2 of 86
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1 UNITED STATES DISTRICT COURT 

2 NORTHERN DISTRICT OF CALIFORNIA 

3 SAN FRANCISCO DIVISION 

4 

5 WAYMO LLC 

6 Plaintiffs, 

7 vs. Case No. 

8 UBER TECHNOLOGIES,INC.; 17-cv-00939-WHA 

9 OTTOMOTTO, LLC; OTTO 

10 TRUCKING LLC, 

11 Defendants. 

12 

13 

14 

15 

16 VIDEOTAPED DEPOSITION OF TRAVIS KALANICK, 

17 taken on behalf of the Plaintiffs, at Orrick, 

18 Herrington & Sutcliffe LLP, 405 Howard Street, 

19 San Francisco, California, commencing at 8:18 a.m., 

20 Thursday, July 27, 2017 before Rebecca L. Romano, 

21 Certified Shorthand Reporter No. 12546 

22 

23 

24 

25 

Page 2 

1 APPEARANCES OF COUNSEL (cont'd) 

2 

3 For the Defendants - Uber Technologies, Inc. and 

4 Ottomotto: 

5 BOIES SCHILLER FLEXNER 

6 BY: KAREN LEAH DUNN 

7 BY: MICHAEL BRILLE 

8 BY: MARTHA L. GOODMAN 

9 Attorneys at Law 

10 1401 New York Avenue NW 

11 Washington, DC 20005 

12 (202)237-2727 

13 kdunn@bsfllp.com 

14 mbrille@bsfllp.com 

15 mgoodman@bsfllp.com 

16 

17 For the Defendant - Otto Trucking LLC: 

18 GOODWIN PROCTER LLP 

19 BY: I. NEEL CHATTERJEE 

20 Attorney at Law 

21 135 Commonwealth Drive 

22 Menlo Park, California 94025 

23 (650) 752-3256 

24 nchatterjee@goodwinlaw.com 

25 

Page 4 

1 APPEARANCES OF COUNSEL 

2 

3 For the Plaintiff: 

4 

5 QUINN EMANUEL URQUHART & SULLIVAN, LLP 

6 BY: CHARLES K. VERHOEVEN 

7 BY: JAMES D. JUDAH 

8 BY: DAVID A. PERLSON 

9 Attorneys at Law 

10 50 California Street 

11 22nd Floor 

12 San Francisco, California 94111-4788 

13 (415) 875-6600 

14 charlesverhoeven@quinnemanuel.com 

15 jamesjudah@quinnemanuel.com 

16 davidperlson@quinnemanuel.com 

17 

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24 

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1 APPEARANCES OF COUNSEL (cont'd) 

2 

3 For the Defendant - Otto Trucking, LLC: 

4 GOODWIN PROCTER LLP 

5 BY: HONG AN VU 

6 Attorney at Law 

7 601 South Figueroa Street 

8 41st Floor 

9 Los Angeles, California 90017 

10 (213) 426-2557 

11 hvu@goodwinlaw.com 

12 

13 For the Deponent: 

14 ORRICK, HERRINGTON & SUTCLIFFE, LLP 

15 BY: MELINDA HAAG 

16 Attorney at Law 

17 The Orrick Building 

18 405 Howard Street 

19 San Francisco, California 94105 

20 (415) 773-5495 

21 mhaag@orrick.com 

22 

23 ALSO PRESENT: 

24 Aaron Bergstrom, In-house Counsel Uber 

25 Jeffree Anderson, Videographer 

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1 I N D E X 

2 DEPONENT EXAMINATION 

3 TRAVIS KALANICK PAGE 

4 VOLUME I 

5 BY MR. VERHOEVEN 14 

6 

1 E X H I B I T S (cont'd) 

2 NUMBER PAGE 

3 DESCRIPTION 

4 Exhibit 377 Text Message, UBER00073891; 246 

5 

6 Exhibit 378 Email 3/31/2016 Subject: 248 

7 7 Whiteboard translation TK 

8 E X H I B I T S 8 points, UBER00075047 - 

9 NUMBER PAGE 9 UBER00075048; 

10 DESCRIPTION 10 

11 Exhibit 365 Agreement and Plan of Merger, 152 11 Exhibit 379 Email 4/11/2016 & attached Zing 256 

12 UBER00016453 - UBER00016523; 12 Board Slides, UBERT00100344 - 

13 13 UBER00100352; 

14 Exhibit 366 Newco Notes, UBER00060321 - 164 14 

15 UBER00060347; 15 Exhibit 380 Minutes of Special Meeting 259 

16 16 4/11/2016, UBER00101482 - 

17 Exhibit 367 Miscellaneous Document, 62 194 17 UBER00101498; 

18 Pages; 18 

19 19 Exhibit 381 Joint Defense, Common Interest 275 

20 Exhibit 368 Email 1/5/2016 Subject: 207 20 and Confidentiality Agreement, 

21 Structure, UBER00060661; 21 UBER00074893 - UBER00074903; 

22 22 

23 Exhibit 369 Email String Subject: Newco 213 23 Exhibit 382 Indemnification Agreement, 276 

24 milestones, UBER00063615 - 24 UBER00074855 - UBER00074875; 

25 UBER00063616; 25 

Page 6 Page 8 

1 E X H I B I T S (cont'd) 1 E X H I B I T S (cont'd) 

2 NUMBER PAGE 2 NUMBER PAGE 

3 DESCRIPTION 3 DESCRIPTION 

4 Exhibit 370 Email String Subject: Newco 217 4 Exhibit 383 Text Message, UBER00073820; 278 

5 Update/Urgent Response Needed, 5 

6 UBER00060147 - UBER00060156; 6 Exhibit 384 Text Message, UBER00073809 - 280 

7 7 UBER00073811; 

8 Exhibit 371 Email String Subject: Newco 220 8 

9 Update/Urgent Response Needed, 9 Exhibit 385 Email String Subject: Quick 285 

10 UBER00060665 - UBER00060676; 10 updates, UBER00070012 - 

11 11 UBER00070013; 

12 Exhibit 372 Email String Subject: Newco, 227 12 

13 UBER00063618 - UBER00063622; 13 Exhibit 386 Email String Subject: Quick 290 

14 14 Updates, UBER00063707 - 

15 Exhibit 373 Email 1/28/2016 Subject: 233 15 UBER00063708; 

16 Newco, UBER00063617; 16 

17 17 Exhibit 387 Email String Subject: 295 

18 Exhibit 374 Google Calendar Meeting 235 18 Messaging Notes, UBER00064468 - 

19 3/11/2016, UBER00071424; 19 UBER00064469; 

20 20 

21 Exhibit 375 Email 3/21/2016 Subject: Newco 240 21 Exhibit 388 Email String Subject: 298 

22 timing, UBER00060643 - 22 UBER000064406 - UBER000644007; 

23 UBER00060644; 23 

24 24 

25 Exhibit 376 Text Message, LEV_002310; 244 25 

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1 E X H I B I T S (cont'd) 

2 NUMBER PAGE 

3 DESCRIPTION 

4 Exhibit 389 Email 9/20/2016, Subject: 

5 Birdhouse LIDAR discussion, 

6 UBER00076770; 

7 

8 Exhibit 390 Retained; 311 

9 

10 Exhibit 391 Letter 6/20/2017. 319 

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1 MR. JUDHA: James Judha, Waymo. 08:19:14 

2 MR. PERLSON: David Perlson, 

3 Quinn Emanuel, Waymo. 

4 MS. GOODMAN: Martha Goodman, 

5 Boies Schiller, on behalf of Uber Technologies and 08:19:16 

6 Ottomotto. 

7 MR. BERGSTROM: Aaron Bergstrom, in-house 

8 counsel, Uber. 

9 MR. BRILLE: Mike Brille, Boies Schiller, 

10 on behalf of Uber and Ottomotto. 08:19:30 

11 MS. HAAG: Melinda Haag, 

12 Orrick Herrington & Sutcliffe, on behalf of 

13 Mr. Kalanick. 

14 MS. DUNN: Karen Dunn, from 

15 Boies Schiller Flexner, on behalf of Uber and 08:19:36 

16 Ottomotto. 

17 MS. VU: Hong-An Vu of Goodwin Procter, 

18 on behalf of Otto Trucking. 

19 MR. CHATTERJEE: Neel Chatterjee of 

20 Goodwin Procter, on behalf of Otto Trucking. 08:19:44 

21 THE VIDEOGRAPHER: Thank you. 

22 The witness will be sworn in and counsel 

23 may begin the examination. 

24 THE REPORTER: If you could raise your 

25 right hand for me, please. 08:20:06 

Page 12 

1 San Francisco, California; Thursday, July 27, 2017 1 THE DEPONENT: (Complies.) 08:20:06 

2 8:18 a.m. 

3 ---o0o--- 

2 THE REPORTER: You do solemnly state, 

3 under penalty of perjury, that the testimony you 

4 4 are about to give in this deposition shall be the 

5 THE VIDEOGRAPHER: Good morning. We are 08:18:16 5 truth, the whole truth, and nothing but the truth? 08:20:06 

6 on the record at 8:18 a.m. on July 27th, 2017. 6 THE DEPONENT: I do. 

7 This is the video-recorded deposition of 7 

8 Travis Kalanick. My name is Jeffree Anderson, here 8 

9 with our court reporter, Rebecca Romano. 9 

10 We are here from Veritext Legal Solutions 08:18:31 10 08:20:06 

11 at the request of counsel for the plaintiff. 11 

12 This deposition is being held at 12 

13 405 Howard Street in San Francisco, California. 13 

14 The caption of this case is Waymo, LLC, 

15 versus Uber Technologies. Case number is 17-00939. 08:18:44 

14 

15 08:20:06 

16 Please note that audio and video 16 

17 recording will take place unless all parties agree 17 

18 to go off the record. Microphones are sensitive 18 

19 and may pick up whispers, private conversations, 

20 and cellular interference. And please be aware of 08:18:53 

19 

20 08:20:06 

21 that. 21 

22 Please state your name and the firm you 22 

23 represent, beginning with the noticing attorney. 23 

24 MR. VERHOEVEN: Charles Verhoeven, 

25 Quinn Emanuel, representing Waymo. 08:19:10 

24 

25 ///// 09:37:59 

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1 TRAVIS KALANICK, 09:37:59 

2 having been administered an oath, was examined and 

1 A. Yeah. There were -- I know we had our 08:22:34 

2 head of litigation in the room. 

3 testified as follows: 3 Q. And who do you mean by that? 

4 4 A. Angela Padilla. 

5 EXAMINATION 09:37:59 5 Q. Anyone else? 08:22:44 

6 BY MR. VERHOEVEN: 6 A. I mean, certainly the leaders of ATG were 

7 Q. Good morning, Mr. Kalanick. 7 there. 

8 A. Good morning. 8 Q. Anyone else that you remember? 

9 Q. Do you know when Waymo filed the 9 A. Not that I remember. But that doesn't 

10 complaint in this action? 08:20:13 10 mean they weren't there. I just -- I don't 08:23:00 

11 A. I think that is sometime in February. 11 remember. 

12 Q. Do you know what day? 12 Probably came in a few minutes late, so I 

13 A. I do not know. 13 was -- 

14 Q. Do you know when Anthony Levandowski 14 Q. Okay. 

15 first asserted the Fifth Amendment in the Waymo 08:20:28 15 A. -- rushing in to the meeting. 08:23:07 

16 litigation? 16 Q. And you spoke directly with 

17 A. Sometime in March. 17 Mr. Levandowski? 

18 Q. Do you know which day? 18 A. He was speaking to the whole -- to the 

19 A. I do not know. 19 whole company -- or to the whole group. 

20 Q. And how did you find out about that? 08:20:41 20 Q. After the complaint was filed, did you 08:23:16 

21 A. I found out there were sort of a couple 21 personally reach out to Mr. Levandowski and say, 

22 meetings. They were with attorneys. 22 What's going on here? 

23 Q. Did you ever talk with 23 MS. DUNN: Objection to form. 

24 Anthony Levandowski about whether he took Google 24 THE DEPONENT: I don't have a specific 

25 documents or Waymo documents? 08:21:06 25 recollection about a specific conversation, but I 08:23:28 

Page 14 Page 16 

1 A. Yes. 08:21:08 1 do -- I do feel like some kind of interaction 08:23:33 

2 Q. When was the first time you had such a 2 happened post the complaint. 

3 conversation? 3 Q. (By Mr. Verhoeven) Why do you feel like 

4 A. It was upon the complaint. The -- the 4 that? 

5 all-hands the day after the complaint, he 08:21:20 5 A. I don't know. It's just like a vague 08:23:43 

6 discussed -- he discussed working from home and 6 sort of understanding, like a vague feeling. 

7 downloading files in that regard. 7 Q. Do you remember learning that the 

8 Q. So the complaint was filed, and then 8 complaint was filed? 

9 there was an all-hands meeting? 9 A. Yes. 

10 A. Yeah. Correct. 08:21:55 10 Q. Before that time, had you known anything 08:23:53 

11 Q. Were you involved in setting up the 11 about Mr. Levandowski downloading Google 

12 all-hands meeting? 12 documents -- 

13 A. No, I wasn't. 13 A. No. 

14 Q. Did you -- you need to speak up a little 14 Q. -- and taking them with him? 

15 bit. 08:22:01 15 MS. DUNN: Objection to form. 08:24:03 

16 A. Sorry. No, I wasn't. I apologize. 16 THE DEPONENT: No. 

17 Q. Who -- who set the meeting? 17 Q. (By Mr. Verhoeven) So you were surprised 

18 A. I don't know. 18 then when you read the complaint? 

19 Q. Did you attend the meeting? 19 A. I haven't read the complaint. 

20 A. I did. 08:22:07 20 Q. You've never read the complaint? 08:24:10 

21 Q. All right. Who was at the meeting? 21 A. No. 

22 A. I think it was all of the San Francisco 22 Q. How did you find out about the 

23 and Pittsburgh ATG employees. At the time I think 23 allegations in the complaint? 

24 we called it ATC. 24 A. John Quinn called me upon -- I don't know 

25 Q. Anyone else from management? 08:22:30 25 if it was when he -- when the -- when it was filed, 08:24:19 

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1 but it was right around the time it was filed. 08:24:22 

2 Q. And what did you do next? 

3 A. I went to my next meeting. 

4 Q. So did you do anything with -- next with 

5 respect to the allegations of the complaint? 08:24:31 

1 just -- I don't remember. 08:26:54 

2 You know, the -- I had my -- my meetings. 

3 My days are just scheduled sort of -- they're very 

4 full. They start early in the morning and they go 

5 sometimes till 11:00 p.m. or midnight. And 08:27:04 

6 A. I mean, we had an all-hands the next day. 6 sometimes it could be, you know, just I talked to 

7 Q. So you didn't reach out to 7 somebody in the minutes between meetings. 

8 Mr. Levandowski before he spoke to the whole group? 8 Sometimes the meetings just keep rolling. 

9 MS. DUNN: Objection to form. 9 Sometimes they go long. 

10 THE DEPONENT: I may have. I don't 08:24:44 10 Q. But you -- you saw him and you interacted 08:27:16 

11 remember specifically. 11 with him at this all-hands meeting, correct? 

12 Q. (By Mr. Verhoeven) Well, do you remember 12 A. Correct. Yes. 

13 having the -- withdrawn. 13 Q. Did you ask him, What's the deal with 

14 Do you remember the substance of the 14 these allegations about downloading documents? 

15 first conversation you personally had with him 08:24:52 15 A. I don't remember specifically saying 08:27:27 

16 after the filing of the complaint relating to this 16 that, but that feels, of course, like something 

17 allegation of the download of Google documents? 17 that I would want to know. 

18 A. The first substantive conversation that I 18 Q. What did you -- what do you remember 

19 recall was at the all-hands. 19 saying? 

20 Q. Okay. What happened at the all-hands on 08:25:07 20 A. I -- I don't remember that -- like that 08:27:34 

21 this subject -- well, just generally, what happened 21 kind of interaction specifically. But he certainly 

22 at the all-hands? 22 explained himself during that -- during that 

23 A. We got -- we sort of -- we were -- we 23 meeting. 

24 wanted to talk about the technology that we built 24 Q. Wouldn't you expect that you would ask 

25 and that we had built it from the ground up. 08:25:24 25 him that question personally? 08:27:51 

Page 18 Page 20 

1 We wanted to give the employees the 08:25:27 1 MS. DUNN: Objection to form. 08:27:54 

2 confidence that we had that the technology was 2 THE DEPONENT: Generally, yeah. I mean, 

3 built from the ground up. 3 general- -- 

4 Q. Was the meeting called in connection with 4 Q. (By Mr. Verhoeven) You don't remember 

5 the filing of the lawsuit? 08:25:36 5 it? 08:27:59 

6 A. Yes. 6 A. Don't remember specifically. 

7 Q. Okay. And who spoke on that subject? 7 Q. What did Mr. Levandowski say at the 

8 A. So I spoke for part of it. Anthony spoke 8 meeting? 

9 for part of it. A large portion of the speaking 9 A. He said that he worked from home and that 

10 time was taken by James Haslam, who was the head of 08:26:00 10 he downloaded files when he worked from home -- 08:28:09 

11 the laser effort at ATG. 11 when he worked from home. 

12 Angela spoke. And, I mean, other people 12 Q. Anything else? 

13 may have, but I don't remember. 13 A. There may have been other things. That 

14 Q. Did you have a discussion with 14 was certainly something I remember from his -- from 

15 Mr. Levandowski before the meeting started to 08:26:25 15 his comments. 08:28:26 

16 discuss what he was going to speak about and what 16 Q. Do you remember anything else though? 

17 you were going to speak about? 17 A. I mean, I remember James showing the 

18 A. I don't recall specific discussion, but I 18 laser that he built. 

19 may have. 19 Q. No. I mean -- I'm sorry. I apologize. 

20 Q. Would you expect that you would have? 08:26:37 20 I meant with respect to what Mr. Levandowski said. 08:28:36 

21 A. I -- I certainly would have liked to. 21 A. I don't remember anything else, no. 

22 Q. Do you have any reason to believe you did 22 Q. Okay. Did he specify in any more detail 

23 not? 23 than just saying he downloaded files? 

24 A. I just don't remember specific 24 A. I don't think so. 

25 discussion. Doesn't mean I didn't have it, I 08:26:51 25 Q. Did you have a discussion with him during 08:28:50 

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1 or after the meeting about his admission that he 08:28:53 

2 downloaded files? 

3 MS. DUNN: Objection to form. 

4 THE DEPONENT: I don't remember a 

1 meeting? 08:31:28 

2 A. Cameron. I am trying to think who else. 

3 Nina. Anthony was there. I was there. 

4 There may have been others. I don't -- I 

5 specific discussion, but I do -- I do remember like 08:28:58 5 don't remember. 08:31:47 

6 hearing that, Did any files get to Uber? And doing 6 Q. This was an in-person meeting? 

7 everything we can to make sure they didn't. 7 A. Yeah. 

8 Q. (By Mr. Verhoeven) Were you aware prior 8 Q. Where was it? 

9 to the meeting that Mr. Levandowski had Google 9 A. It was at Uber HQ, 1455 Market Street. 

10 files that he'd taken with him? 08:29:19 10 Q. Why would Mr. Levandowski tell you at 08:32:03 

11 MS. DUNN: Objection to form. 11 this meeting that he had had five discs of Google 

12 THE DEPONENT: We had -- we had -- there 12 files? 

13 was a discussion during -- during the deal phase in 13 MS. DUNN: Objection to form. 

14 the March time frame -- this is 2016 -- where he 14 THE DEPONENT: I don't know why he told 

15 had -- where he had told a group of people, and I 08:29:41 15 us. But it's important when you do a deal that 08:32:15 

16 was in that meeting, that he had some discs and 16 people sort of disclose if there's any -- any 

17 some content from his previous employer. 17 things that need to be discussed before a deal is 

18 Q. (By Mr. Verhoeven) What did he -- 18 consummated. 

19 A. Backup discs, or something like that. 19 Q. (By Mr. Verhoeven) Were there some 

20 Q. Did he say "backup discs"? 08:29:59 20 circumstances that made it appropriate at this 08:32:30 

21 A. I think so. 21 meeting for him to disclose that, that you're aware 

22 Q. And what did he say about what was on 22 of? 

23 those discs? 23 A. I don't remember. I don't remember 

24 A. He didn't. 24 anything specific. 

25 Q. Did he -- did he indicate that those 08:30:08 25 Q. What was the purpose of the meeting? 08:32:38 

Page 22 Page 24 

1 discs contained Google files? 08:30:10 1 A. You know, I think as we get closer to 08:32:45 

2 A. He indicated that they had some kind of 

3 content from his previous employer. 

2 deals, we have to have discussions about, Okay, 

3 what are the things we need to do to get a deal 

4 Q. Okay. He didn't say they have some kind 4 done? 

5 of content, did he? 08:30:20 5 I don't -- I don't know the specific 08:32:53 

6 A. I don't know what his specific words 6 purpose though. 

7 were. 7 Q. You don't remember? 

8 Q. Okay. And did you say anything in 8 A. No. 

9 response to that? 9 Q. Going back to the all-hands meeting -- 

10 A. I did. 08:30:30 10 A. Yeah. 08:33:05 

11 Q. What did you say? 11 Q. -- you don't remember having a discussion 

12 A. I said that he -- we -- that we, as a 12 with Mr. Levandowski after he made his 

13 whole, need to make sure that that content does not 13 presentation? 

14 make it to Uber, and that he needs to talk to 14 A. I mean, I've had many discussions with 

15 attorneys to figure out how to make sure that's 08:30:43 15 Levandowski like over the years. 08:33:19 

16 done properly. 16 Q. I meant -- I meant -- let me -- 

17 Q. But you don't remember at this meeting 17 A. Yeah. 

18 asking him what is it that's on the files? 18 Q. I'm sorry. The question was vague. 

19 A. No. 19 A. Yeah. 

20 Q. You don't remember asking him about any 08:31:11 20 Q. You don't remember any conversation 08:33:26 

21 of the circumstances surrounding the files? 

22 A. No, I do not. I just wanted to make sure 

21 during the meeting, after he made the presentation, 

22 with Mr. Levandowski? 

23 that files from his previous employer or anywhere 23 A. Well, the meeting was -- I mean, the 

24 else were not making it to Uber. 24 meeting wasn't a discussion between him and me. 

25 Q. Did anyone -- who else was at the 08:31:27 25 The meeting was us sort of speaking to the company. 08:33:38 

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1 Q. And after it broke up, did you go up and 08:33:44 

2 talk to him? 

3 A. I don't think so. 

4 Q. Why not? 

5 A. I got a full day. I mean, I should 08:33:52 

6 probably look at my calendar and see what the 

7 schedule was. 

1 He built this thing with his own blood, 08:36:10 

2 sweat, and tears. And be accused of -- of doing 

3 that, of -- of taking something, he... 

4 Q. Are you finished with your answer? 

5 A. Well, I was in the middle of my answer. 08:36:34 

6 Q. I'm listening. 

7 A. Well, okay. To be accused of doing 

8 Q. So you maintain a calendar? 8 something that he didn't do when he put in his 

9 A. Yeah, of course. 9 own -- his own mind, his own effort to make 

10 Q. How is that maintained? 08:34:03 10 something he was proud of was -- was an emotional 08:36:49 

11 A. My assistant maintains it. 11 thing for him, and I think for a lot of people. 

12 Q. And the name of your assistant, please? 12 Q. So are you just saying what you believe 

13 A. Tyler Blum. 13 he -- he was thinking, or are you talking about 

14 Q. And is it stored in a file somewhere? Is 14 something he said? 

15 it in a program? 08:34:15 15 A. I'm talking about how a large group of 08:37:01 

16 A. It's on Google servers. 16 people felt -- 

17 Q. Is there an application that she uses? 17 Q. Okay. 

18 A. Tyler is a guy. 18 A. -- post that complaint. 

19 Q. I'm sorry. 19 Q. Do you remember what Mr. Haslam said at 

20 A. That's okay. 08:34:26 20 the meeting? 08:37:12 

21 Q. Is there a application that Mr. Bloom 21 A. Yeah. He talked about the laser that he 

22 uses? 22 built and how he built it, how his team built it. 

23 A. Blum. 23 You know, he talked about the different components 

24 Q. Blum? 24 and things you would only know if you built it. 

25 A. Yeah. 08:34:33 25 And, of course, he never worked at Google. 08:37:26 

Page 26 Page 28 

1 It's called -- it's called 08:34:32 1 Q. Did he -- what else did he say when he 08:37:30 

2 Google Calendar. I'm sure your client would be 2 spoke at the meeting? 

3 happy about that. 3 A. I think that was the majority of it. 

4 Q. What did you say at this all-hands 4 Q. Do you remember anything else that 

5 meeting? 08:35:02 5 Mr. Haslam said when he spoke at the meeting? 08:37:40 

6 A. I spoke about how it has always been 6 A. I do not. 

7 important for us to build technology from the 7 Q. What about Ms. Padilla? 

8 ground up, that Uber, we're innovators at Uber. At 8 A. Ms. Padilla, she spoke about our 

9 Uber, we're leaders. 9 confidence that we had built this technology from 

10 And we made sure during the deal process, 08:35:1710 the ground up, and spoke about, sort of at a high 08:38:01 

11 as well as subsequent -- you know, following that, 11 level, sort of the kind of processes we go through 

12 that the technology we made was ours. 12 to make sure that the technology we build is -- is 

13 And this is really about -- you know, 13 ours. 

14 we've got literally, at this point, hundreds, if 14 Q. And what processes did she talk about? 

15 not close to 1,000 at the point -- at that point, 08:35:35 15 A. She didn't go into the process -- any 08:38:21 

16 hundreds of people who built this technology 16 processes in detail, but, you know, just our 

17 themselves with their own hands, with their own 17 values, you know, and the things we do, just at a 

18 minds. And we're being accused of not having done 18 high level, to make sure that we built things the 

19 so. 19 right way. 

20 And for them it was an emotional thing. 08:35:49 20 Q. And what things did -- did that -- that 08:38:37 

21 Right. So James Haslam, the guy who 21 Uber does -- 

22 built our laser team and built the laser which we 22 A. Yeah. 

23 have been -- you know, we have been trying to get 23 Q. -- did she mention? 

24 to market, he didn't work at Google. He didn't see 24 A. I don't remember specifically what those 

25 any files. 08:36:08 25 were that she mentioned. 08:38:45 

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1 Q. Do you remember any process to ensure 08:38:47 

2 that Google didn't use other people's proprietary 

3 information that she mentioned during the meeting 

4 when she spoke? 

5 MS. DUNN: Objection to form. 08:39:00 

6 MR. CHATTERJEE: Join. 

7 MS. DUNN: And Charlie, you might want to 

8 rephrase the question. 

9 MR. VERHOEVEN: Okay. I did misspeak. I 

10 apologize. 08:39:08 

11 THE DEPONENT: I am not familiar with 

12 Google's processes. 

13 Q. (By Mr. Verhoeven) Yes, I meant to say 

14 Uber. 

15 A. That's okay. Can you say the question 08:39:14 

16 again. 

17 Q. Yes, I will. 

18 Do you remember any process to ensure 

19 that Uber didn't use other people's proprietary 

20 information that she mentioned during the meeting 08:39:22 

21 when you spoke? 

22 A. Yeah. I don't -- I don't think she 

23 mentioned specific processes, but she did talk 

24 about our confidence that we were going to win the 

25 case. 08:39:34 

Page 30 

1 A. Yes, I think so. 08:40:24 

2 Q. Okay. What do you remember about that? 

3 A. Well, I remember Anthony's answer. 

4 Q. Do you remember -- okay. 

5 What was Anthony's answer? 08:40:33 

6 A. Anthony's answer was that he downloaded 

7 files when he worked from home. 

8 Q. The same thing you remembered him saying 

9 before? 

10 A. Correct. Yes. 08:40:41 

11 Q. Do you remember anything else about what 

12 he said in his answer? 

13 A. I do not. 

14 Q. Okay. 

15 A. I think it was -- it was -- I remember it 08:40:48 

16 being a short answer. 

17 Q. Were you surprised by that answer? 

18 A. I was not, no. 

19 Q. Why not? 

20 A. I don't know. I -- I feel like -- I 08:40:58 

21 think there's a couple things. One is I kind of 

22 felt like -- like I'm not sure if it's post 

23 complaint but before the all-hands that we had had 

24 some kind of discussion about it, I can't remember, 

25 or just simply so much confidence that we had done 08:41:12 

Page 32 

1 Q. What did she say about that? 08:39:35 1 the right thing and that we built this from the 08:41:16 

2 A. She said we're going to win. 2 ground up, that it sounded like a normal answer. 

3 Q. Anything else? 3 Q. So it wasn't surprising to you that he 

4 A. She may have, but I do remember that 4 downloaded -- he had downloaded Google/Waymo 

5 part. 08:39:42 5 documents in his possession? 08:41:30 

6 Q. Do you remember anything else? 6 MS. DUNN: Objection to form. 

7 A. Not specifically. 7 THE DEPONENT: I think it was -- if 

8 Q. Generally, that she said? 8 indeed that's what happened, that's certainly 

9 A. I think -- I think I have spoken to that. 9 unfortunate. I was not happy about that. 

10 Q. So you've told me everything you 08:39:52 10 Q. (By Mr. Verhoeven) Do you remember not 08:41:40 

11 generally remember? 11 being happy? 

12 A. Yeah. 12 A. Yeah. Certainly, over time I became more 

13 Q. Okay. 13 and more unhappy about it, but yes. 

14 A. Yeah. 14 Q. Did you -- I think you mentioned, but 

15 Q. Did anyone ask any questions at the 08:40:03 15 correct me if I'm wrong, that when you spoke -- 08:42:02 

16 all-hands meeting? 16 A. Yeah. 

17 A. Yes. 17 Q. -- at the meeting, you talked about steps 

18 Q. Who asked questions? 18 that were taken during the process of the 

19 A. I don't know. 19 acquisition that ensured that no information made 

20 Q. Do you remember any of the questions 08:40:1220 it to Uber? 08:42:15 

21 generally? 21 A. I mean, I didn't get into steps, but I 

22 A. No. 22 talked about our confidence, the confidence I had 

23 Q. Did anyone ask about whether the 23 in the team that did the deal, and generally the 

24 allegations in the complaint about downloading 24 team that built processes to make sure that content 

25 documents were true? 08:40:23 25 from anybody's previous employer, and certainly 08:42:33 

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1 Google in this particular transaction, didn't make 08:42:36 

2 it to Uber. 

3 Q. And what team were you referring to? 

4 A. You know, the deal team. So this would 

5 be like Cameron on bus dev and corp dev; Salle Yoo, 08:42:44 

6 our general counsel, and her team, you know; and 

7 various other folks that were involved. 

8 Q. I assume -- well, let me ask you. Was 

9 there any transcript or video of the all-hands 

1 deal. 08:44:48 

2 Q. So can you give me a time frame? 

3 A. Sorry. Let's call it March/April of 

4 2016, in that time period. 

5 Q. You had a conversation concerning whether 08:45:02 

6 or not Mr. Levandowski downloaded Google/Waymo 

7 documents, correct? 

8 MS. DUNN: Objection to form. 

9 THE DEPONENT: Can you restate the 

10 meeting? 08:43:04 10 question. 08:45:13 

11 A. I don't know. 11 MS. DUNN: Also -- 

12 Q. Before the complaint was filed -- let me 12 MR. VERHOEVEN: I can read it back. 

13 back up. I'm now scoping out again -- 13 MS. DUNN: The only conversations that 

14 A. Yeah. 14 we've talked about are conversations with 

15 Q. -- and ask you general questions. 08:43:18 15 attorneys. And the witness has been instructed not 08:45:19 

16 A. Yeah, yeah. 16 to answer. 

17 Q. You've already testified that you recall 17 Q. (By Mr. Verhoeven) You had conversations 

18 a conversation before the complaint was filed in 18 during this time frame that concern the subject 

19 which Mr. Levandowski referred to these discs. 19 matter of Mr. Levandowski and whether or not he 

20 A. Yeah. 08:43:32 20 took Google or Waymo documents, correct? 08:45:36 

21 Q. Okay. 21 MS. DUNN: Objection. Same basis. 

22 A. Some sort of backup discs or something, 

23 yeah. 

22 The witness is instructed not to answer. 

23 He has already told you that the only conversation 

24 Q. Other than that conversation, do you 24 he has had and you have asked about are with 

25 recall any conversation that you had with 08:43:38 25 counsel. 08:45:50 

Page 34 Page 36 

1 Mr. Levandowski about whether or not he had Google 08:43:40 1 MR. VERHOEVEN: Yes. But he's also 08:45:53 

2 or Waymo files before the filing of the complaint? 2 testified that he had conversations on that 

3 A. No. 3 subject. I'm simply confirming that. 

4 Q. Do you -- do you recall any conversation 4 MS. DUNN: Well, if you believe he's 

5 that you had with anybody about whether 08:43:53 5 testified to it, you don't need to confirm it. 08:45:59 

6 Mr. Levandowski took Google or Waymo files prior to 6 The witness is instructed not to answer. 

7 the filing of the complaint? 7 Q. (By Mr. Verhoeven) Who was at the -- how 

8 A. No. I mean, outside -- sorry. Excuse 8 many meetings do you recall in March or April? 

9 me. Outside of discussions -- a couple of 9 MS. DUNN: Objection to form. 

10 discussions with attorneys as we were going through 08:44:12 10 MR. CHATTERJEE: Join. 08:46:09 

11 a diligence process. 11 THE DEPONENT: I don't know. Two or 

12 Q. Okay. So there was a couple of 12 three. I can't say for sure, but that feels about 

13 discussions with attorneys that covered that 13 right. 

14 subject? 14 Q. (By Mr. Verhoeven) And why did you have 

15 A. Yeah. 08:44:20 15 these meetings? 08:46:22 

16 Q. Okay. What do you remember? 16 MS. DUNN: Objection. Same basis. 

17 MS. DUNN: Objection. 17 And I'm happy to stop this deposition if 

18 I'm going to instruct the witness not to 18 we're going to continue to have questions that just 

19 answer about conversations that he had with 19 get to privileged communications. 

20 attorneys. 08:44:28 20 Q. (By Mr. Verhoeven) Is there anything -- 08:46:32 

21 Q. (By Mr. Verhoeven) Do you remember when? 21 MR. VERHOEVEN: He's allowed to testify 

22 A. It was leading up to the deal -- leading 

23 up to the closing of the deal, yeah. 

22 about nonprivileged aspects of my questions, 

23 Counsel. 

24 Q. So August 2016? 24 MS. DUNN: That's not what you're asking 

25 A. Sorry. Leading up to the signing of the 08:44:45 25 about. 08:46:38 

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1 Q. (By Mr. Verhoeven) Did you have this 08:46:40 

2 meeting because attorneys required you or asked you 

3 to? 

4 MS. DUNN: Objection. Same basis. 

5 You're instructed not to answer. 08:46:46 

6 Q. (By Mr. Verhoeven) What was the purpose 

7 of the meeting? 

8 MS. DUNN: Objection. Same basis. 

9 MR. VERHOEVEN: I'm making my record, 

10 Counsel. 08:46:56 

11 MS. DUNN: Well, you -- you made your 

12 record. 

13 MR. VERHOEVEN: No. I have to make my 

14 record so that when I go and move to compel later, 

15 I have a basis. And I can say -- demonstrate to 08:47:02 

16 the Court the specific questions that you 

17 instructed on. 

18 So I'm going to ask the questions. 

19 MS. DUNN: Charlie, as you know, if you 

20 continue to ask the same questions about the same 08:47:15 

21 privileged information, that's improper. 

22 Q. (By Mr. Verhoeven) Who was at the first 

23 of these meetings? 

24 A. So what I can do is I can speak to the 

25 meeting I had that didn't have attorneys. 08:47:27 

Page 38 

1 A. I don't remember specifically. 08:48:44 

2 Q. Was anything else discussed at the 

3 meeting? 

4 A. I think so, yes. 

5 Q. Can you tell me what you remember. 08:48:50 

6 A. I don't remember much of it. 

7 Q. Do you remember anything, though? 

8 A. Not really. 

9 Q. Okay. So the answer is no? 

10 A. The answer is not really. 08:49:02 

11 Q. But you don't remember -- you can't 

12 identify for me anything else that occurred in the 

13 meeting, correct? 

14 MS. DUNN: Objection to form. 

15 THE DEPONENT: I'm trying to think if 08:49:13 

16 there's anything. I mean, other than generally 

17 just talking about the deal and getting the deal to 

18 closure, I -- I don't have more specifics on that. 

19 Q. (By Mr. Verhoeven) Okay. Did you have 

20 another meeting during the March/April time frame 08:49:36 

21 on the subject of Levandowski and Google or Waymo 

22 documents? 

23 A. I had at least a couple meetings with my 

24 general counsel about diligence, generally. 

25 Q. Was the subject of Google documents 08:50:03 

Page 40 

1 Q. Okay. 08:47:29 1 discussed during those meetings? 08:50:06 

2 A. So -- 2 MS. DUNN: Objection. The content of 

3 Q. Which meeting was that? 3 those meetings would be privileged. 

4 A. That was the meeting that had Cameron and 4 You're instructed not to answer. 

5 Nina and Anthony, and possibly others, I just can't 08:47:37 5 Q. (By Mr. Verhoeven) And when you say 08:50:17 

6 remember. And this is the meeting we spoke to 6 "general counsel," who was that at the time? 

7 earlier -- that I spoke to earlier. 7 A. Salle Yoo. 

8 Q. Okay. So this is the meeting about the 8 Q. Was the subject of diligence concerning 

9 five discs or that -- in which the five discs came 9 Mr. Levandowski discussed at this meeting? 

10 up? 08:47:54 10 MS. DUNN: Objection. Content of the 08:50:38 

11 A. Well, I -- I'm not sure how many discs, 

12 but it was something like that, yes. 

11 meeting and discussions is privileged. 

12 You're instructed not to answer. 

13 Q. Okay. And why were you having that 13 Q. (By Mr. Verhoeven) There was a couple of 

14 meeting? 14 meetings, correct? 

15 A. Okay. We were having that meeting 08:48:06 15 A. I remember -- I remember a couple. Like 08:50:49 

16 because -- well, I don't remember the exact, like, 

17 calendar request or purpose, but we were getting 

16 it -- it's -- it feels like it was a couple. I 

17 don't know for sure, but something like that. 

18 through a deal process and we wanted to sort of get 18 Q. Who was at the first meeting? 

19 to the -- see if we can get to closure on the deal. 19 A. I don't know. I know that our general 

20 Q. Did someone at the meeting ask 08:48:28 20 counsel was. I'm not sure if there were others 08:51:05 

21 Mr. Levandowski whether or not he had any Google 21 there or not. I can't remember. 

22 documents? 22 Q. Do you remember if there were outside 

23 A. I don't remember that. 23 counsel? 

24 Q. Do you remember whether he volunteered it 24 A. I can't remember. I don't think so. 

25 or whether it was in response to a question? 08:48:38 25 Q. Was anyone from Morrison Foerster there? 08:51:15 

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1 A. I don't know. 08:51:22 

2 Q. Was anyone from O'Melveny Myers there? 

3 A. I don't know. 

4 Q. Same questions for the second meeting. 

1 other than the ones you've already testified about? 08:53:17 

2 MS. DUNN: Objection to form. 

3 MR. CHATTERJEE: Join. 

4 THE DEPONENT: No. 

5 Do you remember who was there? 08:51:30 5 Q. (By Mr. Verhoeven) After the -- we're 08:53:36 

6 A. No, not specifically. 6 still way out. After the all-hands meeting -- 

7 Q. You do remember that general counsel 7 A. Yeah. 

8 Salle Yoo was there? 8 Q. -- moving forward from that -- 

9 A. Yes. 9 A. Yeah. 

10 Q. Was anyone else from Uber there? 08:51:39 10 Q. -- what was the next conversation, if 08:53:49 

11 A. Possibly, but I just -- I just don't 11 any, that you had with Mr. Levandowski concerning 

12 remember. 12 the subject of whether or not he took Google/Waymo 

13 Q. Was anyone from Otto there? 13 documents? 

14 A. I don't know. I don't think so. 14 A. I don't remember the next conversation 

15 Q. Was Mr. Levandowski there? 08:51:51 15 specifically. But regarding this topic, I was 08:54:01 

16 A. I don't think so. 16 pretty -- I was pretty serious with him about 

17 Q. And that goes for the -- the first of 17 making sure that these files had not and will not 

18 those two meetings, too? 18 make it to Uber. 

19 A. Yeah. 19 Q. And can you explain what you mean by 

20 Q. Did you learn that -- at either of these 08:52:09 20 "pretty serious about." 08:54:49 

21 meetings, did you learn that Mr. Levandowski had 21 A. We believe in building things, and we 

22 taken Google documents when he left? 22 believe in building things the right way. And I 

23 MS. DUNN: Objection. Contents of the 23 wanted to make it absolutely clear that no files of 

24 meeting would be privileged communications. 24 any kind from anybody's previous employer make it 

25 The witness is instructed not to answer. 08:52:23 25 to Uber. And I have always made that very clear to 08:55:10 

Page 42 Page 44 

1 MR. VERHOEVEN: To just whether he 08:52:29 1 many people at the company. 08:55:13 

2 learned it. 2 And when you hear of something like 

3 MS. DUNN: What he learned at those 3 somebody downloading files, you say, Look, have -- 

4 meetings would be privileged. 4 has any of these files made it over to Uber? 

5 MR. VERHOEVEN: Okay. I'm just 08:52:34 5 And you get through that question, and 08:55:28 

6 clarifying -- 6 then the next question or the next sort of 

7 MS. DUNN: I understand. 7 statement or command is, You need to make sure that 

8 MR. VERHOEVEN: -- you're instructing on 8 nothing of any kind that comes from any previous 

9 that. 9 place makes it to this company, period. 

10 MS. DUNN: I'm instructing on that. 08:52:40 10 Q. What did you say to Mr. Levandowski on 08:56:08 

11 Q. (By Mr. Verhoeven) Going back out, any 11 that subject? 

12 other conversations concerning Levandowski's taking 12 A. I made it very clear to him that we -- I 

13 the Google documents, other than what you've 13 made it very -- well, the first question is, Did 

14 already testified about -- 14 anything make it to Uber? 

15 A. Yeah. 08:52:53 15 And he made it very clear to me that 08:56:22 

16 Q. -- prior to filing of the complaint, that 16 absolutely nothing that he downloaded made it to 

17 you remember? 17 Uber in any way. 

18 A. No. 18 And the second part is, I made it very 

19 MS. DUNN: Objection to form. 19 clear to him how important it was to me that that 

20 MR. CHATTERJEE: Join. 08:52:57 20 was the case and that we would look into 08:56:37 

21 Q. (By Mr. Verhoeven) Okay. Prior to the 21 everything, every server, every person at the 

22 filing of the complaint, are there any other 22 company, to make sure that that was true. 

23 conversations that you've had with anyone that you 23 Q. Okay. So -- when -- when did this 

24 can recall that concerned the subject matter of 24 conversation happen? 

25 Mr. Levandowski taking Google or Waymo documents, 08:53:13 25 A. I don't remember -- I don't remember when 08:56:50 

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1 this specific conversation happened or like the 08:56:52 

2 exact date or time, but I know that that kind of 

3 conversation happened with him. 

4 Q. How do you know that? 

1 Q. What did you say to him generally? 08:59:25 

2 A. I generally said -- well, the -- the 

3 first -- the first thing is, Did any of these files 

4 make it over to Uber? 

5 A. I just -- I just generally recollect that 08:57:07 5 Q. Okay. So you asked him that question. 08:59:38 

6 kind of conversation. 6 A. Yes. 

7 Q. But you don't remember when it happened? 7 Q. What did he say? 

8 A. No. 8 A. He said, Absolutely not. 

9 Q. Do you remember what month it happened 9 Q. Did you ask him, Did you take Google 

10 in? 08:57:18 10 files with you? 08:59:48 

11 A. I mean, I can guess that it was pretty 11 A. I did not ask him. 

12 close to the all-hands meeting. 12 Q. Why not? 

13 Q. Was it after or before the all-hands 13 A. I -- I don't know. I just didn't. 

14 meeting? 14 Q. Wouldn't that be important to you to 

15 A. I feel like that was after, but I don't 08:57:31 15 know? 08:59:56 

16 know for sure. It may have been after the 16 MS. DUNN: Objection to form. 

17 complaint and before the all-hands, but I -- I 17 THE DEPONENT: My biggest concern was 

18 can't remember for sure. 18 that nothing from Google ended up at Uber. That 

19 Q. Was it in February of 2017? 19 was the most important thing for me. 

20 A. I mean, whenever the complaint was and 08:57:50 20 Q. (By Mr. Verhoeven) But you were 09:00:09 

21 the all-hands, there was probably, I don't know, 

22 maybe 12 to 24 hours in between. It was either in 

21 concerned that -- that -- about the allegation that 

22 he downloaded 14,000 proprietary files from Google 

23 that portion of time or in the hours following the 23 before he left and joined your company, weren't 

24 all-hands meeting. And I don't know exactly -- 24 you? 

25 Q. Was the conversation in person? 08:58:00 25 MS. DUNN: Objection to form. 09:00:19 

Page 46 Page 48 

1 A. I don't know for sure. 08:58:04 1 THE DEPONENT: I was very -- I didn't 09:00:21 

2 Q. Was it over the phone? 2 know the details of the allegation. We were going 

3 A. It may have been. 3 to -- we were going to look into that allegation 

4 Q. But you don't remember if it was in 4 and find out what the details were. 

5 person or over the phone? 08:58:14 5 But in the -- in the moment of that 09:00:33 

6 A. I do not know. 6 complaint and sort of let's call it the following 

7 Q. Was anyone else present during the 7 days, my No. 1 concern is that nothing from Google 

8 conversation or on the line? 8 ended up at Uber. Period. 

9 A. I don't know for sure. I mean, on the 9 And I was not just going to ask and find 

10 line, my guess is probably not if it were over the 08:58:23 10 out, Hey, did anything make it? But I was also 09:00:50 

11 phone. If it were in person, it could have just 11 going to do everything in my power to verify that 

12 been like passing in the hall, or it could have 12 that was true. 

13 been that I was with an attorney. I just don't -- 

14 I don't remember. 

13 Q. (By Mr. Verhoeven) But my question was, 

14 certainly you were concerned about the allegation 

15 Q. Would that have been set on your 08:58:41 15 that had been made in the complaint that 09:01:04 

16 calendar? 16 Mr. Levandowski took files with him when he left 

17 A. It may have been. I don't know. I -- I 17 Google to join Uber. 

18 don't -- I don't know. 18 MS. DUNN: Objection to form. 

19 Q. Did you schedule a meeting with him about 19 Q. (By Mr. Verhoeven) Weren't you concerned 

20 it? 08:58:54 20 about that? 09:01:19 

21 A. I don't remember a specific meeting about 21 A. Anytime there's an allegation, and 

22 it other than the all-hands, of course. 22 including this kind of allegation, you're going to 

23 Q. What did you say to him specifically? 23 have some kind of concern. And then the next thing 

24 A. I don't remember what I specifically 24 is you have to start looking into it and find out 

25 said. 08:59:25 25 what's true. 09:01:31 

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1 Q. At the time you had the conversation, you 09:01:32 

2 were concerned about that, right? 

3 A. Yes. But what I -- but what I was most 

4 concerned about was making sure that nothing from 

5 Google -- verifying that nothing from Google had 09:01:43 

6 made it over to Uber. 

7 Now, I was generally confident that 

8 nothing had. But when an allegation like that 

9 comes, you need to double- and triple-check. 

10 Q. But you are sure you didn't ask him 09:01:57 

11 whether he downloaded those files? 

12 A. He admitted that he downloaded files. 

13 Q. Okay. Did you talk about that with him 

14 when you had this conversation shortly after the 

15 complaint? 09:02:07 

16 A. I don't remember doing that, no. 

17 Q. Why wouldn't you? 

18 MS. DUNN: Objection to form. 

19 THE DEPONENT: I was most concerned about 

20 whether files had made it to Uber and had -- that's 09:02:22 

21 where I'm starting. 

22 You can imagine being in my position. 

23 The first thing you're going to ask, Did anything 

24 that you have from your previous employer make it 

25 to Uber? 09:02:32 

Page 50 

1 going on. 09:03:45 

2 Q. By whom? 

3 A. I don't remember. 

4 Q. You don't remember? 

5 A. No. 09:03:48 

6 Q. What conversations did you have within 

7 Uber about this investigation that you referred to? 

8 MS. DUNN: I will just caution the 

9 witness to only answer to the extent that it 

10 doesn't involve conversations with counsel. 09:04:02 

11 THE DEPONENT: Yeah. 

12 MR. VERHOEVEN: So just for the record, 

13 Counsel, you're instructing the witness not to 

14 answer any conversations he had with counsel about 

15 the subject of any investigations that were done 09:04:10 

16 after the filing of the complaint? 

17 MS. DUNN: I am -- I am instructing the 

18 witness to answer your question only to the extent 

19 that it doesn't involve privileged communications 

20 with counsel. That's my instruction. 09:04:21 

21 MR. VERHOEVEN: Including conversations 

22 on the subject of investigations done after the 

23 complaint? 

24 MS. DUNN: Charlie, your responsibility 

25 is to ask the question. 09:04:29 

Page 52 

1 And then you get a very confirma- -- I 09:02:34 

2 got a very confirmatory, Absolutely not. 

3 And then my second thing is, We are going 

4 to make sure that that is the case. We are going 

5 to have independent investigators look into this 09:02:44 

6 and find out whether that is true. And you need to 

7 make sure that that continues to be true. 

8 Q. (By Mr. Verhoeven) Okay. Do you 

9 remember what you said to him about having 

10 independent investigators -- 09:03:02 

11 A. No. 

12 Q. -- make sure? 

13 A. I don't remember the specifics, but we 

14 certainly had an investigation that started looking 

15 through every server forensically, and started 09:03:15 

16 interviewing -- started interviewing, you know, 

17 many engineers, dozen of engineers, to verify that 

18 they hadn't seen any files, and verify that those 

19 files never touched us. 

20 Q. Did you direct that specifically to 09:03:33 

21 happen? 

22 A. Our chief security officer, Joe Sullivan, 

23 did. 

24 Q. And how do you know that? 

25 A. At some point I was told that that was 09:03:42 

Page 51 

1 Q. (By Mr. Verhoeven) Do you remember any 09:04:30 

2 discussions you had with anyone within Uber about 

3 investigations done after the filing of the 

4 complaint? 

5 A. I do. 09:04:38 

6 Q. Okay. 

7 A. Those -- all of those conversations 

8 happened with attorneys for -- with the company. 

9 Q. And for the record, how many -- what -- 

10 what did you discuss? 09:04:50 

11 MS. DUNN: Objection on grounds of 

12 privilege. 

13 The witness is instructed not to answer. 

14 Q. (By Mr. Verhoeven) How many discussions 

15 did you have? 09:04:57 

16 A. I can't remember. 

17 Q. What's your best estimate? 

18 A. I would say a few to a handful. And 

19 these could have been brief things like, What's the 

20 status? Or What's the update? 09:05:11 

21 Sorry. 

22 MS. DUNN: The witness is instructed not 

23 to answer to the extent that it concerns content of 

24 the conversations. 

25 Q. (By Mr. Verhoeven) What was -- so you 09:05:19 

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1 asked what was the status -- 09:05:20 

2 A. Yeah. 

3 Q. -- of the investigation at these meetings 

4 with counsel? 

5 A. These are conversations -- 09:05:27 

6 MS. DUNN: I'm sorry. Hold on. I have 

7 to -- I mean... 

8 (Discussion off the stenographic record.) 

9 MS. DUNN: Objection on grounds of 

1 remember having an interaction like that of some 09:07:55 

2 kind. 

3 Q. Is that the best you can recall? 

4 A. That's the best, yeah. 

5 Q. All right. Let's -- let's scope out 09:08:03 

6 again. 

7 A. Okay. 

8 Q. And let me ask, for the record, other 

9 than this general recollection you have -- 

10 privilege. 09:06:19 10 A. Yeah. Yeah. 09:08:32 

11 The witness is instructed not to answer. 11 Q. -- did you have any other conversations 

12 Q. (By Mr. Verhoeven) When was the first of 12 with Mr. Levandowski after the complaint was filed 

13 those meetings? 13 concerning the subject of whether he took 

14 A. I can't remember. 14 Google/Waymo documents? 

15 Q. How many were there exactly? 09:06:30 15 A. I mean, the general recollection, like 09:08:50 

16 A. I can't remember. 16 that kind of conversation could have happened more 

17 Q. Over what period of time did they occur? 17 than once. I don't know for sure. 

18 A. Over the months following the complaint. 18 Q. You have no specific recollection. 

19 Q. And what did you learn from those 19 A. No. 

20 meetings with counsel? 09:06:47 20 Q. Do you have any recollection that's -- 09:09:01 

21 MS. DUNN: Objection on grounds of 21 that's in any way concrete of speaking to 

22 privilege. 22 Mr. Levandowski after the complaint was filed, 

23 The witness is not -- instructed not to 23 other than this general recollection you have given 

24 answer. 24 me -- 

25 Q. (By Mr. Verhoeven) Did you receive 09:06:58 25 A. Yeah, no. 09:09:13 

Page 54 Page 56 

1 reports during those meetings of the status of the 09:06:59 1 Q. -- on the subject of whether or not he 09:09:13 

2 investigation? 2 took Google/Waymo proprietary information? 

3 MS. DUNN: Objection on grounds of 3 A. Well, I think the -- the all-hands was a 

4 privilege. 4 very specific recollection. 

5 The witness is instructed not to answer. 09:07:04 5 Q. Other than that. 09:09:27 

6 Q. (By Mr. Verhoeven) Let's go back -- 6 A. No. 

7 MS. DUNN: Can we get a time check. 7 Q. At any time? 

8 THE VIDEOGRAPHER: We have been on the 8 A. No. 

9 record for 49 minutes. 9 Q. Why didn't you fire Mr. Levandowski after 

10 THE DEPONENT: Six hours and 11 minutes. 09:07:25 10 the complaint was filed? 09:09:43 

11 MS. DUNN: Oh, this might be a good time 11 A. I did. 

12 to mention. So our position is, as I emailed you 12 Q. I mean right after the complaint was 

13 last night -- 13 filed. 

14 MR. VERHOEVEN: Let's do that off the 14 A. Oh, well, look, at Uber we have -- you 

15 record because I don't want to use up time. 09:07:31 15 know, we see a number of allegations and 09:09:55 

16 MS. DUNN: Okay. 16 complaints. And the way we think about that is, 

17 Q. (By Mr. Verhoeven) Let's go back to this 17 when we see an allegation, we take it really 

18 conversation that -- where you talked about the two 18 seriously. 

19 things -- 19 We look into it. We investigate it. We 

20 A. Yeah. 09:07:40 20 get to the bottom of it. And then we make a 09:10:14 

21 Q. -- with Mr. Levandowski. 21 decision about what to do about it. 

22 A. Yeah. 22 And so immediately following an 

23 And, again, that's like a general -- like 23 allegation, we have to look into the allegation and 

24 I can't remember the specific conversation, but I 24 see what the details are before we take some kind 

25 recollect those being the important things, and I 09:07:53 25 of action. 09:10:29 

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1 Q. Why didn't you fire Mr. Levandowski after 09:10:30 

2 you learned from him -- from Mr. Levandowski 

3 himself, that he did download Google documents at 

4 the all-hands meeting? 

5 A. I think his explanation at the all-hands 09:10:44 

6 meeting was that he was downloading files to work 

7 from home. 

8 Q. So -- but you didn't ask him whether or 

9 not he still had those and whether or not he was 

10 using those files? 09:11:00 

11 MS. DUNN: Objection to form. 

12 THE DEPONENT: Like I said, I made sure 

13 that none of those files made it to Uber and that 

14 they were not being used. 

15 Q. (By Mr. Verhoeven) Did you specifically 09:11:07 

16 ask him, Did any of those files you downloaded 

17 make -- make it to Uber? 

18 A. Absolutely. 

19 Q. What did he say? 

20 A. Absolutely not. 09:11:16 

21 Q. Did you ask him, Do you still have those 

22 files? 

23 A. I did not ask him that. 

24 Q. Why not? 

25 A. I don't -- I don't know. I was -- I was 09:11:23 

Page 58 

1 Q. (By Mr. Verhoeven) People work from home 09:12:19 

2 at Uber all the time, too, don't they? 

3 A. Yes. 

4 Q. How common a practice is that, generally? 

5 A. More common than I would like. 09:12:28 

6 Q. So can you be any more specific about 

7 that? 

8 A. About what, specifically? 

9 Q. People do it a lot? 

10 A. You know, I would say not a lot, 09:12:39 

11 but it -- but I would say people at Uber work 

12 pretty hard. 

13 Q. Right. 

14 A. And sometimes that means it's after 

15 having dinner with -- you know, with the family or 09:12:48 

16 something, and that's at home. 

17 Q. Looking at your documents, it looks like 

18 there's communications all the way up past 

19 midnight. 

20 Is that pretty routine at Uber? 09:12:58 

21 MS. DUNN: Objection to form. And -- I 

22 will leave it at that for now. Objection to form. 

23 THE DEPONENT: I take pride in our work 

24 ethic. 

25 Q. (By Mr. Verhoeven) So it is pretty 09:13:11 

Page 60 

1 mostly -- I was most concerned that content data, 09:11:25 

2 et cetera, from a previous employer was not being 

1 routine. 09:13:12 

2 A. I mean, for some people yes, for some 

3 used to build what we build here at Uber. 3 people no. 

4 Q. Well, you knew that Mr. Levandowski took 4 Q. And -- 

5 his personal laptop to work, right? 09:11:39 5 A. As an owner in the business, I would like 09:13:15 

6 MS. DUNN: Objection to form. 6 it to be more routine. 

7 THE DEPONENT: I didn't know that. 7 Q. And you don't expect them to -- to be at 

8 Q. (By Mr. Verhoeven) You didn't know there 8 the office at that point in time, right? 

9 were any restrictions on that, did you? 9 A. It just depends, but not generally. 

10 MS. DUNN: Objection to form. 09:11:48 10 Q. So it's okay if they're responding from 09:13:26 

11 THE DEPONENT: I am just not in the weeds 11 emails at home, right? 

12 of that kind of stuff. 12 A. Yeah. 

13 Q. (By Mr. Verhoeven) People take their 13 Q. I may have asked this before, and I 

14 personal laptops to work all the time at Uber, 

15 don't they? 09:11:55 

14 apologize if I did. But you learned at the 

15 all-hands meeting that Mr. Levandowski had 09:13:53 

16 MS. DUNN: Objection to form. 16 downloaded documents, correct? 

17 THE DEPONENT: I don't think that's a 17 A. Yes, but there may have been a -- there 

18 normal process -- a normal thing. I think it 18 may have been some conversation after the complaint 

19 might -- maybe happens. You know, maybe it happens 19 but before the all-hands where we discussed it. I 

20 with some employees, but it's not something that we 09:12:06 20 just can't remember the specifics of it or whether 09:14:11 

21 generally do. 21 it happened or not. I just can't remember. 

22 Q. (By Mr. Verhoeven) It's not prohibited, 

23 is it? 

22 Q. Did you take any disciplinary action 

23 against Mr. Levandowski once you learned that? 

24 A. I don't think so. 24 I mean, not later -- not two or three 

25 MS. DUNN: Objection to form. 09:12:14 25 months later, but in direct response to learning 09:14:21 

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1 that. 09:14:24 1 happened with attorneys in the room that, for 09:16:27 

2 A. No. We -- we look into the allegations 2 obvious reasons, I can't speak to. 

3 first, then decide what kind of disciplinary 3 Q. Well, you had that discussion with 

4 actions to take. That's generally how we -- we 4 Mr. Levandowski without attorneys in the room where 

5 approach things. 09:14:35 5 you learned that he had files from Google, right? 09:16:37 

6 Q. But you knew personally that he had 6 A. Well, in that discussion there was an 

7 downloaded Google documents at that time, right? 7 attorney in the room, but it was a -- it was an 

8 MR. CHATTERJEE: Form. 8 all-hands. 

9 THE DEPONENT: We learned -- I think, in 9 Q. No, I'm talking about in the intake 

10 the all-hands, you know, he stated that he 09:14:43 10 process back in March of 2016 -- 09:16:50 

11 downloaded files while working from home -- 11 A. Yeah, that's true. There was that one 

12 Q. (By Mr. Verhoeven) So you did -- 12 meeting, yeah. 

13 A. -- when he was working at Google, which 13 Q. Yeah. That was part of the transaction, 

14 doesn't -- that -- we have to look into the details 14 right? 

15 about the complaint, we have to understand what he 09:15:00 15 A. Correct. Yeah. 09:16:58 

16 said, we have to get to the bottom of it, and then 16 Q. You don't remember specifically -- 

17 decide what kind of action we should take. 17 A. Yeah. 

18 Q. Somebody asked him does he still have 18 Q. -- what step it was -- 

19 those files at that time, didn't they? 19 A. Yeah. 

20 MS. DUNN: Objection to form. 09:15:12 20 Q. -- but -- and you would agree that part 09:17:02 

21 THE DEPONENT: Not a conversation I know 21 of Uber's process when they're taking in an 

22 about. 22 employee from a competitor would be to determine 

23 Q. (By Mr. Verhoeven) So you don't know 23 whether or not the -- they have any of that former 

24 whether anyone asked him, Do you still have those? 24 employer's confidential documents in their laptop, 

25 A. I don't know. 09:15:19 25 right? 09:17:22 

Page 62 Page 64 

1 Q. And you didn't know whether he still had 09:15:24 1 MS. DUNN: Objection to form. 09:17:22 

2 the files at that time? 2 MR. CHATTERJEE: Join. 

3 A. I didn't know specifically, no. 3 THE DEPONENT: When you do a transaction, 

4 Q. And that wasn't of concern to you whether 4 an M & A transaction, or something of that nature, 

5 he still had them or not? 09:15:34 5 there's generally going to be a diligence process 09:17:32 

6 MS. DUNN: Objection to form. 6 that, you know, does everything -- or, you know, 

7 THE DEPONENT: I may have assumed he just 7 really sort of has general processes to try to 

8 didn't have them. Right. When somebody's -- when 8 prevent these -- prevent content to come from the 

9 somebody's downloading files when they're working 9 previous employer to where they're going, yes. 

10 at their employer, that -- that's -- I think that's 09:15:45 10 Q. (By Mr. Verhoeven) So you would have 09:17:52 

11 okay. 11 expected that you would have learned already if he 

12 And then if you -- you know, then -- then 12 had down- -- had downloaded Google documents, 

13 in the transaction itself, we went through a 13 right -- 

14 diligence process that I felt, you know, my 14 MS. DUNN: Objection to form. 

15 people -- I have a lot of trust in their expertise 09:15:59 15 Q. (By Mr. Verhoeven) -- before the 09:17:59 

16 and how they -- how they do things to make sure 16 all-hands -- before the complaint was filed? 

17 that these files just weren't over at Uber. 17 MR. CHATTERJEE: Form. 

18 So I felt good about our processes. 18 MS. DUNN: Objection to form. 

19 Q. (By Mr. Verhoeven) Part of that 19 THE DEPONENT: I have executives that 

20 diligence process, correct me if I'm wrong -- 09:16:13 20 work for me, that have a lot of experience, a lot 09:18:10 

21 A. Yeah. 21 of expertise in doing diligence and transactions, 

22 Q. -- is to ask the employee coming over 22 and I depend on them to make sure those things 

23 whether or not the employee has any files from the 23 happen -- the right things happen. 

24 former employer, correct? 24 Q. (By Mr. Verhoeven) I understand that. 

25 A. So these kinds of conversations may have 09:16:25 25 A. Yeah. 09:18:23 

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1 Q. But you've testified that Uber is very 09:18:24 

2 careful about that and that they take steps to 

3 ensure that that doesn't happen, right? 

4 A. Yeah. We -- I -- I -- I generally 

5 understand that to be true, yes. 09:18:34 

6 Q. And you would expect that your executives 

7 would find out, as part of the intake process, 

8 whether or not the employee coming in has 

9 confidential files that they've taken from their 

10 former employer, right? 09:18:48 

11 MS. DUNN: Objection to form. 

12 THE DEPONENT: We would -- in any 

13 transaction we are going to make sure to take -- 

14 you know, to take the important steps you -- you 

15 have to take to -- to make sure these files don't 09:19:05 

16 get across. Files from whatever employer, whether 

17 it's the previous one or two previous ones. 

18 And I'm not in the weeds of all the 

19 details of what that process looks like, but I am 

20 confident -- I'm confident in my people that do 09:19:22 

21 that. 

22 And in -- generally, I believe that they 

23 did a good job in that because everything we've 

24 seen since shows that nobody's seen these files and 

25 these files haven't made it to Uber. 09:19:39 

Page 66 

1 with him -- 09:20:38 

2 MS. DUNN: Objection to form. 

3 Q. (By Mr. Verhoeven) -- that he had taken 

4 from Google? 

5 Wouldn't that be surprising? 09:20:44 

6 MS. DUNN: Objection to form. 

7 MR. CHATTERJEE: Join. 

8 THE DEPONENT: It would certainly be 

9 disappointing. 

10 Q. (By Mr. Verhoeven) And wouldn't you have 09:20:55 

11 expected that you would have asked Mr. Levandowski 

12 about that? 

13 A. I did. 

14 Q. And what did he say about it? 

15 A. You know, like I said before, he first 09:21:03 

16 said that he had downloaded files when working from 

17 home, that he had made sure that -- that I -- when 

18 I -- upon me asking, Did any files make it to Uber, 

19 has it informed anything that we've done, he made 

20 it very clear that that was not the case. 09:21:24 

21 Q. But you didn't ask him, Do you still have 

22 stolen files? 

23 MS. DUNN: Objection to form. 

24 MR. CHATTERJEE: Join. 

25 THE DEPONENT: I did not. 09:21:32 

Page 68 

1 Q. (By Mr. Verhoeven) So you would have 09:19:41 

2 expected that when Mr. Levandowski was being 

3 processed by these people, they would have asked 

4 him, Do you have any Google documents that you've 

5 taken with you, correct? 09:19:51 

6 MS. DUNN: Objection to form. 

7 MR. CHATTERJEE: Join. 

8 THE DEPONENT: Those questions may have 

9 been asked. I just don't know the details of that 

10 process. 09:19:59 

11 Q. (By Mr. Verhoeven) But you would have 

12 expected that they would have determined that, 

13 right? 

14 A. What I -- 

15 MS. DUNN: Objection to form. 09:20:05 

16 MR. CHATTERJEE: Join. 

17 THE DEPONENT: What I would expect is 

18 that they take the necessary steps to make sure 

19 that files from a previous employer don't make it 

20 to Uber, and files from a previous employer are not 09:20:17 

21 informing how people build things. 

22 Q. (By Mr. Verhoeven) Okay. So wouldn't it 

23 be surprising to learn later, after that process 

24 had been completed by your executives or your team, 

25 that, in fact, Mr. Levandowski had downloaded files 09:20:33 

Page 67 

1 Q. (By Mr. Verhoeven) You didn't ask him, 09:21:33 

2 Do you still have any Google documents in your 

3 laptops or any of your devices? 

4 A. Those questions may have been asked with 

5 attorneys in the room. But I certainly didn't have 09:21:40 

6 that conversation with him one on one. 

7 Q. You are aware that Ottomotto was run out 

8 of Mr. Levandowski's house before it was acquired 

9 by you, right? 

10 A. Yes. 09:21:59 

11 Q. And during that time before the 

12 acquisition, you're aware that Mr. Levandowski was 

13 working with folks at Uber on the subject of AV, 

14 and specifically on the subject of LiDAR, correct? 

15 MS. DUNN: Objection to form. 09:22:29 

16 MR. CHATTERJEE: Form. 

17 THE DEPONENT: What time period are you 

18 talking about? 

19 Q. (By Mr. Verhoeven) Prior to the 

20 acquisition, during the time when Mr. Levandowski 09:22:35 

21 was working from his home. 

22 A. I was aware there were meetings, yeah, 

23 meetings going on, sure. 

24 Q. On those subjects. 

25 A. Are we talking -- I just don't know the 09:22:40 

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1 specific time frame you're talking about. 09:22:42 1 in San Francisco, and it sort of depends on the 09:24:36 

2 Q. I'm talking about after he left Google -- 2 time frame. I'm just not sure. 

3 A. Yeah. 3 Q. The time frame I'm asking about was the 

4 Q. -- when -- and formed a company. 4 one we -- 

5 A. Yeah. 09:22:53 5 A. Yeah, but they -- there may have been 09:24:43 

6 Q. Let's just call it Ottomotto -- 6 multiple different situations during that. And I 

7 A. Yes. 7 don't know specifically when a lease was taken out 

8 Q. -- generally -- 8 or... 

9 A. Yeah. 9 Q. Did you ever visit Mr. Levandowski during 

10 Q. -- and before he became an employee of 09:22:5610 that time period at his house? 09:24:53 

11 Uber. 11 A. Once, yes. 

12 A. Okay. 12 Q. Okay. 

13 Q. During that time period. 13 A. Well, maybe not during that period. I 

14 A. Okay. 14 think I visited him prior to the deal happening. I 

15 Q. He, while he was working at home -- 09:23:04 15 took a ride in one of their trucks, which was an 09:25:07 

16 A. Yeah. 16 interesting experience. 

17 Q. -- was working with members of your 17 Q. After -- at some point you learned that 

18 technical team in AV and helping them. 18 Mr. Levandowski was taking -- was refusing to 

19 A. Yeah. 19 provide any testimony or documents -- 

20 Q. And specifically that included the 09:23:17 20 A. Yeah. 09:25:46 

21 technical -- technological area of LiDAR. 21 Q. -- in this litigation based on his 

22 You were aware of that, right? 22 assertion of the Fifth Amendment? 

23 A. What I'm aware of is post-signing an 23 MS. DUNN: Charlie, if you're switching 

24 agreement in sort of the April time frame that he 24 gears, I think we've been going for more than an 

25 started consulting with Uber. The general -- the 09:23:3625 hour, and I think it would be good to take a break. 09:25:51 

Page 70 Page 72 

1 general area was around autonomy, like broadly. 09:23:41 1 MR. VERHOEVEN: Do you need a break now? 09:25:55 

2 I'm not aware of any specific 2 THE DEPONENT: I would take a break, take 

3 conversations about LiDAR. They -- I'm not saying 3 five minutes, ten minutes, something like that. 

4 they didn't happen, but I'm not aware of any 4 MR. VERHOEVEN: Okay. 

5 specific conversations that happened. 09:23:54 5 THE DEPONENT: Does that work? 09:26:04 

6 Q. But he was consulting on the technology 6 MS. DUNN: Yeah. 

7 of AV, generally? 7 What's the time? 

8 A. Yes. 8 THE VIDEOGRAPHER: Going off the record. 

9 MR. CHATTERJEE: Form. 9 The time is 9:25. 

10 THE DEPONENT: Correct. 09:24:01 10 (Recess taken.) 09:26:10 

11 Q. (By Mr. Verhoeven) And you were aware 11 THE VIDEOGRAPHER: We are back on the 

12 that he was doing that from his house? 12 record. The time is 9:38. 

13 MS. DUNN: Objection to form. 13 Q. (By Mr. Verhoeven) Mr. Kalanick, did you 

14 THE DEPONENT: I -- I didn't know that 14 talk with anyone about this case on the break that 

15 for certain. I don't -- I don't know that for 09:24:07 15 we just took? 09:38:51 

16 certain. 16 A. No. 

17 Q. (By Mr. Verhoeven) Are you aware of any 17 Q. Let's go back to the question I had 

18 offices that Ottomotto had during that time frame 18 before the break. At some point you became aware 

19 that we're talking about? 19 that Mr. Levandowski had -- was refusing to testify 

20 A. I remember them talking about some kind 09:24:21 20 or produce documents on the basis of an assertion 09:39:09 

21 of Oakland office, but I wasn't sure if that got 21 of the Fifth Amendment right against incrimination, 

22 started up or not. I don't know if they had that 22 correct? 

23 space or not. 23 A. Correct. 

24 I -- I do know they had some space in 24 Q. When did you learn that? 

25 Palo Alto as well. And I know they had some space 09:24:31 25 A. I don't remember the exact date. There 09:39:21 

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1 was a meeting at Uber with all attorneys and me, so 09:39:26 

2 I was the only nonattorney. But there was a 

3 meeting there where we were -- that I first 

1 about everything that you can remember about Google 09:42:24 

2 documents in your conversations with 

3 Mr. Levandowski, right? 

4 understood that it was a possibility that Anthony 4 A. I mean, I -- I spoke to sort of the 

5 may -- may do that. 09:39:47 5 complaint, the all-hands, et cetera, yes. 09:42:36 

6 Q. Do you remember what time that meeting 6 Q. Okay. So did you have meetings with 

7 was? 7 Mr. Levandowski about his assertion of the 

8 A. It feels like an evening meeting. I feel 8 Fifth Amendment? 

9 like it was an evening meeting, and it -- and -- 9 A. I did. 

10 MS. DUNN: I will caution the witness to 09:40:05 10 Q. Okay. How many? 09:42:47 

11 answer, not about the content of the meetings, 11 A. Probably -- I -- I don't know exactly. 

12 since it was only attorneys and you. 12 It feels -- it was like a very long night with 

13 THE DEPONENT: Yeah. Okay. 13 attorneys at Uber. Some of those discussions 

14 Q. (By Mr. Verhoeven) I think the question 14 included Anthony. Some of them did not. 

15 was: Do you remember when the meeting was? 09:40:17 15 Q. Okay. 09:43:07 

16 I think that was the question. 16 A. So I don't know how to say how many 

17 A. Yeah, it was -- it was in -- it felt like 17 meetings, but I can tell you it was a whole lot of 

18 it was in the evening, and it -- there were a 18 hours. 

19 couple meetings on this topic leading up to him 19 Q. What did you say on that subject? 

20 actually deciding not to testify or declare. 09:40:40 20 A. I don't think I can -- I think because 09:43:17 

21 Q. Do you know why you were at these 21 of -- there were so many attorneys there, I -- I 

22 meetings? 22 may not be able to -- I don't -- I don't know. I'm 

23 Well, let me ask this: You said -- you 23 confused. 

24 testified at least the first one you recall you 24 If I am allowed to answer, then let me -- 

25 were the only nonattorney? 09:41:06 25 I'm confused whether I can or not. 09:43:30 

Page 74 Page 76 

1 A. Yeah. 09:41:09 1 MS. DUNN: I think there's some -- as we 09:43:32 

2 Q. So why were you the only nonattorney? Do 2 recognized last time, there's -- there's confusion 

3 you know why? 3 just about the specificity of timing. And so if 

4 A. I mean, there was a litigation matter. I 4 you could rephrase the question. 

5 was being updated on a litigation matter, so... 09:41:17 5 Q. (By Mr. Verhoeven) What did you say on 09:43:46 

6 Q. Okay. Your general counsel wasn't there? 6 the subject? 

7 A. I can't remember if she was or not. I -- 7 MR. CHATTERJEE: Form. 

8 I certainly remember Angela Padilla, our head of 8 THE DEPONENT: I can tell you how I felt. 

9 litigation, was there. And there were others, 9 I can certainly tell you how I felt about him 

10 outside counsel, internal counsel. 09:41:38 10 declaring the Fifth. 09:43:59 

11 Q. Okay. Did you personally have an opinion 11 Q. (By Mr. Verhoeven) I will get to that, 

12 on whether or not Mr. Levandowski should assert the 12 but I just want to understand your 

13 Fifth Amendment? 13 communications -- 

14 A. Definitely. 14 A. Yeah. 

15 Q. Did you express that in the meetings? 09:41:52 15 Q. -- with people about how you felt. You 09:44:05 

16 A. I most -- I don't know if I can say, if I 16 want to start with how you felt, that's fine. 

17 am allowed to say, whether I can or not, in the 17 MS. DUNN: Charlie, I would like to take 

18 meetings. 18 a break. Because the witness is -- is confused by 

19 Q. Did you express your opinion at all to 19 the bounds of the privilege. So I would like to 

20 anyone? 09:42:05 20 take a -- a five-minute break. 09:44:20 

21 A. Oh, definitely. 21 MR. VERHOEVEN: I would rather not. You 

22 Q. Okay. To who? 22 can instruct him if you would like. 

23 A. To attorneys, as well as in later 23 MS. DUNN: I think you'd get a better 

24 meetings, Anthony himself. 24 record. 

25 Q. Okay. Well, we -- you already testified 09:42:21 25 MR. VERHOEVEN: Well, I will take the 09:44:30 

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1 risk. 09:44:31 

2 Okay? 

3 MS. DUNN: It's your risk. 

4 MR. VERHOEVEN: Okay. 

5 Q. (By Mr. Verhoeven) I will just go back 09:44:40 

6 and ask the question again, so -- I don't want to 

7 confuse you. 

8 You had an opinion -- let's just get 

9 out -- let's just get out what your opinion -- what 

10 your feeling was before I get to who you expressed 09:44:48 

11 it to. 

12 Okay? 

13 A. Yeah. 

14 Q. What was your feeling? 

15 A. My feeling is, he should -- he should 09:44:55 

16 testify. That -- that he should say what happened, 

17 why, how, and he should cooperate with the company 

18 and the Court in getting to the facts of the 

19 matter. And I felt pretty passionately about it. 

20 Q. Okay. Did you have a conversation with 09:45:20 

21 Mr. Levandowski about that subject? 

22 A. Yes. 

23 Q. What did you say to him? 

24 Well, first of all, when -- when did you 

25 have that conversation? 09:45:31 

Page 78 

1 A. When we had -- we had discussions about 09:46:41 

2 how do we -- how do we -- like, is there a way we 

3 can get -- is there a way that he can testify 

4 without him being -- his -- his personal attorney 

5 feeling so uncomfortable that he would plead the 09:46:59 

6 Fifth. 

7 So his personal counsel is telling him to 

8 take the Fifth. We would much prefer him not to. 

9 Q. Okay. And why would -- what did his 

10 personal counsel say about why he was going to have 09:47:13 

11 to take the Fifth? 

12 MS. DUNN: Objection to form. 

13 THE DEPONENT: I don't know the reasons 

14 why, other than just being conservative in his 

15 approach. 09:47:27 

16 Q. (By Mr. Verhoeven) What do you remember 

17 him saying? 

18 MS. DUNN: Objection. I'm going to 

19 instruct the witness not to answer. 

20 MR. VERHOEVEN: Okay. My position is 09:47:37 

21 that he waived the attorney-client privilege on 

22 this meeting. 

23 MS. DUNN: I don't -- Charlie, there's 

24 not even a specific meeting you are talking about. 

25 THE DEPONENT: Yeah. 09:47:48 

Page 80 

1 A. Yeah. I mean, this was in -- this was 09:45:32 

2 around the time of him pleading the Fifth, and it 

3 was right before. 

4 Q. Was it a conversation outside of meeting 

5 with attorneys? 09:45:42 

6 A. No. No, it was not. 

7 Q. So you never spoke to him outside 

8 meetings with attorneys about the assertion of the 

9 Fifth amendment? You never, like, pulled him aside 

10 and said anything? 09:45:57 

11 A. No. 

12 Q. What did you -- what did you say to him 

13 about the subject during your meetings with 

14 attorneys? 

15 A. I really -- I really wanted him just to 09:46:17 

16 testify and tell the Court whatever he had to say. 

17 Q. And you -- you said that during the 

18 meeting? 

19 A. I made it very clear to him that we 

20 wanted him to testify. 09:46:25 

21 Q. And what did he say? 

22 A. He felt like -- well, my -- my sense is 

23 that he wanted to. 

24 Q. Okay. I'm not asking about your sense. 

25 What did he say? 09:46:39 

Page 79 

1 MS. DUNN: This is like an exercise in 09:47:49 

2 extreme line blurring. So I -- our position is, we 

3 have waived no attorney-client privilege. 

4 MR. VERHOEVEN: So you are going to 

5 instruct him on that question; is that right? 09:48:06 

6 MS. DUNN: I'm instructing him on that 

7 question. 

8 MR. VERHOEVEN: Okay. 

9 MS. DUNN: And, also -- 

10 MR. VERHOEVEN: I don't need a speaking 09:48:12 

11 objection. 

12 MS. DUNN: Well, it seems like we have a 

13 lot of confusion going on here, and that you are 

14 cultivating this confusion. And so I think that we 

15 should make sure that the witness is not entirely 09:48:19 

16 confused by your line of questioning. 

17 MR. VERHOEVEN: Object to the speaking 

18 objection. 

19 Q. (By Mr. Verhoeven) You can't remember 

20 the specific meetings, can you? 09:48:29 

21 A. I can remember the specific meetings. I 

22 can't give you exact. So I certainly can remember 

23 specific meetings. 

24 Q. Okay. 

25 A. I can't tell you the exact time of the 09:48:43 

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1 specific meetings. 09:48:47 1 MR. CHATTERJEE: I can't object against 09:56:16 

2 Q. Okay. What was the first meeting that 2 the Court's court. 

3 you had on the subject of the Fifth? 3 MR. VERHOEVEN: Does other counsel have 

4 A. The first meeting was a meeting with 4 any objections that we haven't yet identified? 

5 attorneys where -- where we were under the 09:48:56 5 MS. DUNN: I also am following the 09:56:22 

6 impression that they -- that he may take the Fifth, 6 judge's order. And we are only allowed to object 

7 and there was a discussion as to -- 7 to form and based on privilege. We object to both. 

8 MS. DUNN: I will caution the witness not 8 MR. VERHOEVEN: Okay. And so it's clear 

9 to answer about conversations with attorneys. And 9 that there's no other objections than form and 

10 we are going to take a break, which we are entitled 09:49:15 10 attorney-client privilege. 09:56:38 

11 to do at any time. 11 MS. DUNN: Are you aware of any other 

12 MR. VERHOEVEN: I object. 12 available objections, Charlie? 

13 MS. DUNN: You can object. 13 MR. VERHOEVEN: I am trying to get a 

14 THE VIDEOGRAPHER: Going off the 14 record. 

15 record -- you want me to go off the record? 09:49:29 15 MS. DUNN: Okay. 09:56:42 

16 MR. VERHOEVEN: Yeah, there's no need 16 MR. CHATTERJEE: You have a record. The 

17 just to have a blank chair. 17 judge said what we can object to. We did it. 

18 THE VIDEOGRAPHER: Going off the record. 18 Let's move on. 

19 The time is 9:49 a.m. 19 MR. VERHOEVEN: I will take that as a no. 

20 (Recess taken.) 09:49:42 20 Q. (By Mr. Verhoeven) Did you say anything 09:57:02 

21 THE VIDEOGRAPHER: We are back on the 21 in response -- in response to the statement at this 

22 record. The time is 9:54. 22 meeting -- withdrawn. 

23 MR. CHATTERJEE: Just for the record, I 23 Going back to the meeting we were talking 

24 want to make sure it's clear. I'm going to move to 24 about, where you expressed your concerns -- 

25 strike the question from 9:45 that's on the record 09:55:10 25 A. Which meeting are we talking about? 09:57:14 

Page 82 Page 84 

1 to 9:48. And the objection is as to form. 09:55:13 1 Which meeting, specifically? 09:57:15 

2 MS. HAAG: If I could just put on the 2 Q. The meeting about the Fifth Amendment. 

3 record we have an agreement that I'm going to try 3 A. Okay. 

4 to keep my involvement to a minimum, and I think 4 MS. DUNN: Objection. 

5 everybody agrees that -- I will -- I am joining any 09:55:24 5 Q. (By Mr. Verhoeven) Do you remember your 09:57:22 

6 objection. 6 testimony about there's a meeting about the 

7 MS. DUNN: And I am going to join 7 Fifth Amendment, and you expressed your concerns? 

8 Otto Trucking's objection. 8 Do you remember that? 

9 MR. VERHOEVEN: And the basis is, other 9 A. I do. 

10 than -- it's all just to form? 09:55:35 10 Q. Okay. That meeting, is what I'm talking 09:57:27 

11 MR. CHATTERJEE: Oh, the basis is that 11 about. 

12 the judge also lets us object to form at this point 12 A. Okay. 

13 in the proceeding, so I think the objection is 13 Q. Did you say anything in response to 

14 based on a standing order. 14 Mr. Levandowski's personal attorney when he told 

15 And, also, we will object to the extent 09:55:47 15 you that he would be -- that Mr. Levandowski was 09:57:40 

16 it invokes attorney-client privilege issues, but 16 uncomfortable testifying and would plead the Fifth? 

17 it's all move to strike. 17 MS. DUNN: Objection on the basis of 

18 MR. VERHOEVEN: Anything else? 18 privilege. I'm going to instruct the -- the 

19 MS. DUNN: Join. 19 witness not to answer. 

20 MR. VERHOEVEN: Any other reasons? 09:56:03 20 And since you are seeking alternative 09:57:56 

21 MR. CHATTERJEE: I think there's only two 21 bases for objections, there -- there would be 

22 the judge also allows at this point in the 22 beyond form. 

23 proceedings. 23 MR. VERHOEVEN: Are you moving to strike 

24 MR. VERHOEVEN: That's not what I asked 24 -- just for clarity, Counsel, so I don't have to 

25 you, but... 09:56:14 25 compare lines and pages -- 09:58:12 

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1 MS. DUNN: Yes, objection and move to 09:58:15 

2 strike lines -- 

1 Q. What -- what do you base that on? 10:00:26 

2 A. Well, he was -- he was pushing his 

3 MR. VERHOEVEN: No, no, I'm just asking 3 attorney. 

4 this. 4 MS. DUNN: Objection on the basis of 

5 MS. DUNN: Sure. 09:58:19 5 privilege. I'm going to instruct the witness not 10:00:38 

6 MR. VERHOEVEN: Are you moving to strike 6 to answer. 

7 Mr. Kalanick's testimony about what he said during 7 Q. (By Mr. Verhoeven) Did he say anything 

8 the meeting? 

9 MS. DUNN: I would have to have the 

8 to you during the meeting on this subject, 

9 Mr. Levandowski? 

10 court reporter read that back at this point. All I 09:58:31 10 A. Yes. 10:00:47 

11 see right now is that the question on the table is 11 Q. What did he say? 

12 a misstatement of Mr. Kalanick's previous 12 A. So there's -- the reason this is a little 

13 testimony. 13 bit confusing or tricky for me is that there were 

14 MR. VERHOEVEN: Well, that's the 14 different people in that room at different times. 

15 testimony I'm talking about. 09:58:37 15 In some cases, his personal attorney; in some 10:01:07 

16 MS. DUNN: Well, do you want to take the 16 cases, various attorneys from our side. So I am... 

17 time to find his -- we could do that. 17 Q. When you made the statement -- 

18 Q. (By Mr. Verhoeven) What did you say 18 A. Right. 

19 during the meeting about your concern? 19 Q. -- that you testified to earlier -- 

20 A. Okay. 09:58:55 20 A. Yeah. 10:01:20 

21 MS. DUNN: Objection. I'm going to 21 Q. -- were there attorneys at the meeting? 

22 instruct the witness not to answer on the basis of 22 A. Which statement are we talking about? 

23 privilege. 23 Q. When you expressed your concern? 

24 Q. (By Mr. Verhoeven) Do you remember 24 A. Concern? 

25 testifying that you really, really wanted to tell 09:59:20 25 Q. About the Fifth Amendment assertion? 10:01:29 

Page 86 Page 88 

1 the Court whatever Mr. Levandowski had to say 09:59:23 1 A. Yeah, there were. 10:01:31 

2 during that meeting? 2 Q. You said that you were -- you very, very 

3 MR. CHATTERJEE: Same objections as the 3 much wanted -- 

4 motion to strike. 4 A. Yes. 

5 THE DEPONENT: I remember being very 09:59:32 5 Q. -- to tell the story? 10:01:35 

6 clear with Mr. Levandowski and with others in the 6 So I believe you said that 

7 room my desire for Uber and the Court to be able to 7 Mr. Levandowski's private attorney responded to 

8 get to the bottom of this and get to the facts. 8 that statement? 

9 Q. (By Mr. Verhoeven) And did you express 9 A. So there were -- there was a concern -- 

10 that to Mr. Levandowski? 09:59:54 10 sorry. I made it clear where I stood. I know 10:01:45 

11 A. Yes, I did. 11 Angela Padilla was in the room. I know that 

12 Q. And what did he say? 12 Anthony was in the room. 

13 MR. CHATTERJEE: Same objections. 13 At some point, we had Anthony's personal 

14 THE DEPONENT: I don't remember what he 14 attorney come to the office, so we could have a -- 

15 said, specifically. 10:00:02 15 a -- we could get into a higher fidelity 10:02:02 

16 Q. (By Mr. Verhoeven) What did he say 16 conversation, if that makes sense. 

17 generally? 17 Q. Okay. 

18 A. He -- he seemed to want to testify. 18 A. There are different parts of this 

19 Q. Okay. Did he -- how did he express that? 19 conversation, some of it with -- so, earlier, some 

20 I mean, it's hard for me to understand when you say 10:00:15 20 of it with Angela Padilla, myself, Anthony, maybe 10:02:14 

21 something like, he seemed to want to. 

22 A. Yeah. 

21 others; and then later in that conversation, 

22 Anthony's personal attorney. 

23 Q. So that's why I am asking these 23 Q. Okay. 

24 questions. 24 A. So it's not, I think, what you're 

25 A. Yeah. 10:00:20 25 characterizing as a conversation I was having where 10:02:31 

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1 a personal attorney responded, was not necessarily 10:02:35 

2 how it happened. 

3 But I can tell you what -- I can say 

4 what -- where I was, how I generally felt and the 

1 to -- he wanted to have the sort of the work that 10:05:50 

2 he did, so he could show that he earned that bonus. 

3 Q. So he admitted that he still had the 

4 files? 

5 opinions that I expressed during that discussion. 10:02:47 5 MS. DUNN: Objection to form. 10:06:35 

6 Q. Okay. Before I ask you about that -- 6 THE DEPONENT: No, he did not admit that. 

7 A. Yeah. 7 Q. (By Mr. Verhoeven) What files did he say 

8 Q. -- I think you already testified to this, 8 he had? 

9 but I'm little confused. I'm going to ask again. 9 A. He didn't say he had any files. 

10 A. Okay. 10:02:58 10 Q. Did you ask him? 10:06:43 

11 Q. Did you ever -- did you have any 11 A. I don't remember if we did or not. We 

12 conversations with Mr. Levandowski about his 12 may have. I don't think he did, though. 

13 assertion of the Fifth Amendment when there weren't 13 Q. Did you come to learn during this meeting 

14 attorneys in the room, privately? 14 whether or not he still had stolen Google files? 

15 A. I did not. 10:03:08 15 MS. DUNN: Objection to form. 10:07:02 

16 Q. Okay. What did you -- sorry, I'm just 16 MR. CHATTERJEE: Join. 

17 checking on something. I will be just one second. 17 THE DEPONENT: My -- my recollection is 

18 What opinions did you express during the 18 that he did not have any Google files. 

19 discussion that you just referenced to two answers 19 Q. (By Mr. Verhoeven) And what is that 

20 ago? 10:04:00 20 based on? 10:07:09 

21 MS. DUNN: Objection to form. 21 A. The conversation. 

22 THE DEPONENT: It was really important 22 Q. Okay. So did someone say that to you? 

23 for Uber to get to the bottom of the allegations 23 A. I can't remember specifically words or 

24 that Waymo made. There's a lot of work we can do 24 what have you, but that's my recollection of the 

25 without Anthony, but there's a lot of things that 10:04:17 25 conversation. 10:07:24 

Page 90 Page 92 

1 only Anthony could answer. 10:04:19 1 Q. Who did you learn -- where did that -- 10:07:24 

2 It was very important for him to provide 2 withdrawn. Sorry. 

3 those facts. And it was very important for him to 3 That recollection you are talking about, 

4 cooperate with Uber and very important for him to 4 did somebody say something that gave you that 

5 cooperate with the Court. 10:04:31 5 recollection or gave you the information that you 10:07:32 

6 Q. (By Mr. Verhoeven) Okay. And what did 6 are recalling? 

7 Mr. -- Mr. Levandowski was in the room when you 7 MS. DUNN: Objection to form. 

8 said this, correct? 8 THE DEPONENT: I feel like that was part 

9 A. Yes. 9 of the conversation, but I can't specifically 

10 Q. What did he say in response? 10:04:40 10 pinpoint who said what. 10:07:43 

11 A. I don't remember his specific response, 11 Q. (By Mr. Verhoeven) What did Levandowski 

12 but I remember him being very willing and wanting 12 say about whether he had the files or not? 

13 to go into those facts and cooperate with the 13 A. I don't -- I don't remember. 

14 Court. 14 Q. Did it seem strange to you, this story he 

15 Q. Did he tell you at that meeting what the 10:04:58 15 was telling about wanting to have the files to show 10:08:00 

16 facts were? 16 this contribution? 

17 A. Yes. 17 MS. DUNN: Objection to form. 

18 Q. What did he say? 18 THE DEPONENT: It seemed unfortunate. 

19 A. He -- he repeated the -- the downloading 19 Whether it was strange or not, I don't know, but it 

20 while at home explanation, but also added that he 10:05:15 20 was certainly unfortunate. 10:08:16 

21 was incredibly worried at the time about a very 21 Q. (By Mr. Verhoeven) Why would -- why 

22 large bonus that he was supposed to get from 22 would it make sense for an employee to steal 

23 Google. 23 corporate files for the purpose of showing that 

24 And he felt, essentially, like Google was 24 they are entitled to a bonus? 

25 going to stiff him on his bonus. And he wanted 10:05:38 25 MS. DUNN: Objection to form. 10:08:28 

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1 MR. CHATTERJEE: Join. 10:08:29 

2 THE DEPONENT: I am not saying what he 

1 hypothetical, I would agree, yes. 10:10:14 

2 Q. (By Mr. Verhoeven) So did you say to 

3 did was smart. 3 Mr. Levandowski, that doesn't make any sense? 

4 Q. (By Mr. Verhoeven) Okay. Wouldn't the 4 A. Something along those lines, yes. 

5 employer just immediately not give him the bonus 10:08:39 5 Q. What do you remember saying? 10:10:25 

6 once they learned that the files had been stolen? 6 A. I remember insulting his intelligence. 

7 MS. DUNN: Objection to form. 7 Q. Okay. So you said something like, that's 

8 THE DEPONENT: I -- I can't speak for 8 stupid, or what did you say? 

9 Google on that matter. 9 A. That's pretty F'ing dumb. 

10 Q. (By Mr. Verhoeven) What would you do if 10:08:50 10 Q. Okay. I appreciate you editing yourself 10:10:47 

11 a top one of your engineers left and joined a 11 there. 

12 competitor and called you up and said, you better 12 A. Yeah, I -- I was trying to find the way 

13 give me this bonus that I'm due because I have 13 to do that. 

14 taken your files? 14 Q. You were pretty pissed off? 

15 MR. CHATTERJEE: Form. 10:09:05 15 A. I was more just disappointed. 10:10:58 

16 MS. DUNN: Objection to form. 16 Q. What did he say. 

17 THE DEPONENT: Well, first, it's not 17 You okay? 

18 clear that that is what happened in this case. 18 A. Yeah, I'm okay. 

19 Q. (By Mr. Verhoeven) Right. 19 Q. You want to take a break? 

20 A. So I -- 10:09:12 20 A. No, no, let's keep going. 10:11:09 

21 Q. But in that scenario, what you would do? 21 Q. You need some more water or anything? 

22 MS. DUNN: Objection to form. 22 A. No. It's okay. I was just disappointed, 

23 THE DEPONENT: I would -- 23 as you can imagine. 

24 MR. CHATTERJEE: Join. 24 Q. Okay. What did he say? 

25 THE DEPONENT: I would respond pretty 10:09:18 25 A. Let's see. I think he agreed. Yes. 10:11:19 

Page 94 Page 96 

1 seriously to that kind of discussion. 10:09:19 1 Q. But you don't recall asking if he still 10:11:28 

2 Q. (By Mr. Verhoeven) What -- how -- in 2 had those files? 

3 what way? 3 A. I don't recall -- 

4 A. I mean, it's -- there's a lot of details 4 MR. CHATTERJEE: Form. 

5 beyond that, that I would have to look into in that 10:09:28 5 THE DEPONENT: -- that specific -- 10:11:32 

6 particular hypothetical, but I would take that 6 that -- that specific part of that discussion. I 

7 conversation very seriously and take very serious 7 do recollect coming out of that meeting feeling 

8 action. 8 like he didn't have any -- that he did not have in 

9 Q. It's fair to say that wouldn't increase 9 his possession any files. 

10 the likelihood that you'd pay them the bonus? 10:09:37 10 Q. (By Mr. Verhoeven) Do you remember him 10:11:52 

11 MS. DUNN: Objection to form. 11 saying anything else about this story that he's 

12 THE DEPONENT: Look, I certainly wouldn't 12 telling you? 

13 wait a year to do something about it. 13 MS. DUNN: Objection to form. 

14 Q. (By Mr. Verhoeven) But in my 14 THE DEPONENT: No. 

15 hypothetical, if you were presented with the fact 10:09:49 15 Q. (By Mr. Verhoeven) Did you -- he 10:12:01 

16 that this -- this -- this -- excuse me. Let me 16 previously told everyone that he just had files -- 

17 start again. 17 had those files so he could work from home, right? 

18 In my hypothetical, the fact that you 18 A. Correct. 

19 were presented with stolen documents by this former 19 MR. CHATTERJEE: Form. 

20 employee certainly wouldn't increase the likelihood 10:10:03 20 Q. (By Mr. Verhoeven) So what he was saying 10:12:10 

21 that Uber would pay this employee the bonus? 21 now is inconsistent with what he said previously; 

22 MS. DUNN: Same objection. 22 fair? 

23 Q. (By Mr. Verhoeven) Is that fair? 23 MR. CHATTERJEE: Form. 

24 MR. CHATTERJEE: Form. 24 MS. DUNN: Objection to form. 

25 THE DEPONENT: In -- in that 10:10:13 25 THE DEPONENT: It was -- it was in 10:12:15 

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1 addition to working from home and downloading 10:12:17 

2 files, he brought this new information, yes. 

3 Q. (By Mr. Verhoeven) So did you say, why 

4 the heck didn't you tell us about this before? 

1 A. Correct. 10:14:57 

2 MS. DUNN: Objection to form. 

3 MR. CHATTERJEE: Join. 

4 Q. (By Mr. Verhoeven) But you don't recall 

5 A. It was more like, why are you so F'ing -- 10:12:29 5 anyone asking him if he used the documents in 10:15:05 

6 Q. Stupid. 6 connection with trying to get the bonus? 

7 A. -- stupid, yeah. Because, yeah, it just 7 MS. DUNN: Same objection. 

8 didn't make -- it was just not... 8 THE DEPONENT: Yeah, I don't -- 

9 Q. It didn't make any sense? 9 MR. CHATTERJEE: Join. 

10 A. Yeah. It -- it -- it felt like he was so 10:12:51 10 THE DEPONENT: I don't remember a 10:15:12 

11 insecure about this bonus that he started doing 11 specific part of a dialogue like that, but I 

12 irrational things. 12 certainly -- 

13 Q. Did you ask him? You know, did you 13 Say that question one more time. I want 

14 explain that this seemed irrational and asked him 14 to make sure I get it right. 

15 why he did it? 10:13:06 15 (Discussion off the stenographic record.) 10:15:37 

16 MR. CHATTERJEE: Form. 16 Q. (By Mr. Verhoeven) So the question was: 

17 MS. DUNN: Form. 17 You don't recall anyone asking him if he used the 

18 THE DEPONENT: I remember something along 18 documents, the stolen documents, in connection with 

19 those lines. I can't say the specifics words, but 19 trying to get his bonus? 

20 he didn't have -- he didn't have a really -- I -- I 10:13:22 20 MR. CHATTERJEE: Form. 10:15:53 

21 think he realized how dumb it was, too. 21 MS. DUNN: Form. 

22 Q. (By Mr. Verhoeven) Do you remember what 

23 he said -- how he expressed that? 

22 THE DEPONENT: So I don't recollect that, 

23 like -- I don't recollect the conversation or a 

24 A. It was more just acknowledging my point, 

25 almost as if it were a rhetorical question. 10:13:35 

24 specific part of a question answered like that. 

25 I remember coming away from it feeling 10:16:03 

Page 98 Page 100 

1 Q. Did you ask him any questions about, 10:13:43 

2 well, what did he do with these files? Did he use 

1 like he got his bonus and didn't have to have that 10:16:07 

2 kind of conversation or... 

3 them to get his bonus? 

4 MS. DUNN: Objection to form. 

3 Q. (By Mr. Verhoeven) But for the record, 

4 you don't remember anything more specific than 

5 MR. CHATTERJEE: Join. 10:14:00 5 that? 10:16:19 

6 THE DEPONENT: Not -- it was -- it was 6 A. That's correct. 

7 more like he -- he had a moment of insecurity and 7 Q. Okay. Did you consider what he did to be 

8 just did something dumb. 8 illegal? 

9 Q. (By Mr. Verhoeven) Did you ask him 9 MS. DUNN: Objection. 

10 whether he told Google about these files, since he 10:14:13 10 MR. CHATTERJEE: Form. 10:16:25 

11 took them for the purpose of showing his 11 MS. DUNN: Form. 

12 contributions in order to get a bonus? 12 Q. (By Mr. Verhoeven) Taking the documents? 

13 MR. CHATTERJEE: Form. 13 A. In that discussion, I was starting to 

14 THE DEPONENT: I don't rem- -- 14 learn what the law -- what is the law around these 

15 MS. DUNN: Form. 10:14:28 15 things. 10:16:35 

16 THE DEPONENT: I don't remember whether 16 Q. Did you consider it improper? 

17 that specific question was asked, but I remember 17 A. Yes. 

18 feeling like that conversation with Google never 18 MR. CHATTERJEE: Form. 

19 happened, that -- I feel like he got his bonus, 19 MS. DUNN: Objection. Form. 

20 is -- is my recollection of how that conversation 10:14:45 20 THE DEPONENT: Yes. 10:16:39 

21 went. 21 Q. (By Mr. Verhoeven) Why didn't you fire 

22 Q. (By Mr. Verhoeven) Fair to say you came 22 him then? 

23 away with the impression that he didn't need to use 23 A. I was really hopeful that he would 

24 those documents or didn't disclose those documents 24 cooperate and tell the Court the facts of the 

25 in connection with getting his bonus? 10:14:55 25 matter, cooperate with our investigation. And that 10:17:02 

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1 was part of what this discussion was about, was 10:17:05 

2 just make the declaration, testify. 

3 And it may be that I was holding onto 

4 that possibility, trying to -- trying to get him to 

5 cooperate with the Court, with our investigation 10:17:26 

6 internally. 

7 And, you know, it was F'ing stupid. It 

1 THE DEPONENT: I mean, the whole 10:19:40 

2 conversation was basically about the nuances of 

3 pleading the Fifth, privilege, you know, legal 

4 things that I didn't always understand. But -- but 

5 for me just felt so straightforward, and was 10:20:03 

6 obviously disappointed. 

7 Q. (By Mr. Verhoeven) Did he or his 

8 was -- it -- it -- yeah. It it just felt like if 8 attorneys say why he was -- he was asserting the 

9 he could -- if he could just say what he did and 9 Fifth? 

10 why, and that -- if you just cooperate, that would 10:17:55 10 MS. DUNN: Objection to form. 10:20:12 

11 have been great. 11 MR. CHATTERJEE: Join. 

12 Q. Is the reason you didn't fire him because 12 THE DEPONENT: Yes. 

13 you still wanted him to cooperate in the defense of 13 Q. (By Mr. Verhoeven) What did they say? 

14 the case? 14 MS. DUNN: Objection. I'm going to 

15 MS. DUNN: Objection to form. 10:18:05 15 instruct the witness not to answer. 10:20:21 

16 THE DEPONENT: I wanted to him cooperate 16 MR. VERHOEVEN: He waived the 

17 with the Court and the Court's order. 17 attorney-client privilege. 

18 Q. (By Mr. Verhoeven) Did you feel that 18 MS. DUNN: That's not true. The 

19 fire -- firing him would make him less likely to do 19 witness -- 

20 that? 10:18:15 20 MR. VERHOEVEN: I'm going to move to 10:20:31 

21 MS. DUNN: Objection to form. 21 compel, so you know. 

22 THE DEPONENT: I didn't feel that 22 MS. DUNN: So I make my record, the 

23 specifically, no. 23 witness has explained that there wasn't one 

24 Q. (By Mr. Verhoeven) But you understood at 24 meeting -- 

25 that meeting that, in fact, Mr. Levandowski 10:18:31 25 MR. VERHOEVEN: I don't need -- I don't 10:20:35 

Page 102 Page 104 

1 intended to just -- was going to assert the 10:18:33 1 need you to coach the witness. 10:20:36 

2 Fifth Amendment, correct? 2 MS. DUNN: I am not. 

3 A. We -- we understood -- I understood from 3 MR. VERHOEVEN: Okay. 

4 that meeting that it was likely. And I -- and I 4 MS. DUNN: He's already testified to 

5 think I held hope -- held onto hope that either he 10:18:44 5 this. 10:20:40 

6 wouldn't or that we could eventually get him to 6 MR. VERHOEVEN: I don't need you to talk 

7 not. 7 about what the witness has said. 

8 Q. Okay. But you were told that he would at 8 All right? 

9 that meeting? 9 MS. DUNN: Charlie. 

10 A. We were told that he most likely would, 10:18:56 10 MR. VERHOEVEN: You got a legal 10:20:44 

11 yes. 11 objection, put it on the record. 

12 Q. Okay. And was that before he actually 12 MS. DUNN: I would like to get my record. 

13 did assert the Fifth Amendment? 13 MR. VERHOEVEN: No. I strongly object to 

14 A. I think so. 14 you coaching the witness. You're prohibited from 

15 MS. DUNN: Objection to form. 10:19:04 15 doing so by Judge Alsup's orders. 10:20:52 

16 Q. (By Mr. Verhoeven) How soon? 16 MS. DUNN: And I am not -- 

17 MR. CHATTERJEE: Join. 17 MR. VERHOEVEN: You can object to the 

18 THE DEPONENT: It felt very close to the 18 form or you can assert to attorney-client 

19 timing. I don't know exactly, but it felt very 19 privilege. If you want to say something in a brief 

20 close. 10:19:13 20 later, that's fine. 10:21:00 

21 Q. (By Mr. Verhoeven) Do you recall anyone 21 MS. HAAG: I can walk out with 

22 else at the meeting saying anything about this new 22 Mr. Kalanick, if you would like me to. You can 

23 story that he told? 23 make a record outside of his presence. 

24 MS. DUNN: Objection to form. 24 MR. VERHOEVEN: That's perfectly fine 

25 MR. CHATTERJEE: Join. 10:19:39 25 with me. 10:21:15 

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1 MS. DUNN: That's a great idea. 10:21:19 

2 THE VIDEOGRAPHER: Shall we -- shall we 

3 go off the record? 

1 The time is 10:24. 10:24:47 

2 (Recess taken.) 

3 THE VIDEOGRAPHER: This marks the 

4 MS. DUNN: No, just stay on the record. 4 beginning of DVD No. 2 in the deposition of 

5 MR. VERHOEVEN: Yeah, this won't count 10:21:22 5 Travis Kalanick. Going back on the record. The 10:35:56 

6 for our time. 6 time is 10:35 a.m. 

7 Agreed? 7 Q. (By Mr. Verhoeven) Did you have any 

8 MS. DUNN: I will agree to that. 8 conversation during this break about your testimony 

9 So the witness has already testified -- 9 with Counsel? 

10 MR. VERHOEVEN: Do you want this on the 10:21:29 10 A. I did not. 10:36:10 

11 record or not? 11 Q. What about the last break? 

12 MS. DUNN: Yes, this is on the record. 12 A. No. 

13 Are we on the record? 13 Q. Okay. 

14 THE VIDEOGRAPHER: We are on the record. 14 A. I watched YouTube videos. 

15 MS. DUNN: The witness has -- 10:21:37 15 Q. So when you learned this story about 10:36:33 

16 MR. VERHOEVEN: Note this. 16 Mr. Levandowski taking the Google documents 

17 THE VIDEOGRAPHER: You want -- 17 allegedly for use in connection with his bonus, you 

18 MR. VERHOEVEN: I just want you to note 

19 when this started. 

18 didn't fire him as a result of that immediately, 

19 right? 

20 THE VIDEOGRAPHER: Thank you. 10:21:43 20 MS. DUNN: Form. 10:36:59 

21 Continue. 21 MR. CHATTERJEE: Form. 

22 MS. DUNN: The witness has already 22 THE DEPONENT: That is correct. 

23 testified that this was an evening with not just 

24 one meeting in it, and that there were people in 

23 Q. (By Mr. Verhoeven) You knew, generally, 

24 what areas he was working on at Google, right? 

25 and out. And so we -- his testimony just now is 10:21:51 25 A. Yes. 10:37:16 

Page 106 Page 108 

1 about a conversation that he had with 10:21:57 1 Q. And you knew that he was working on those 10:37:17 

2 Mr. Levandowski. 2 same areas at Uber, right? 

3 And it remains unestablished who also was 3 MS. DUNN: Form. 

4 in the room during that conversation. And Counsel 4 MR. CHATTERJEE: Form. 

5 is asking him about other conversations that he had 10:22:08 5 THE DEPONENT: I would disagree with 10:37:25 

6 that he's testified to. 6 that. It's just -- the kind of work that he was 

7 So we -- the conversation that 7 doing at Uber was different. 

8 Mr. Kalanick has just testified to where 8 Q. (By Mr. Verhoeven) How so? 

9 Mr. Levandowski explained to him the reason for the 9 A. Because he was overseeing a really large 

10 downloading is not a privileged conversation. 10:22:26 10 division, like several hundred to even maybe a 10:37:36 

11 There were other conversations in that 11 thousand people and overseeing large parts, like -- 

12 same night that are privileged. And so we are 12 a vast majority of which was not related to what he 

13 waiving no privileges, but we maintain the 13 was doing before. 

14 privilege over the conversations that were 14 Q. He was overseeing all of your AV research 

15 privileged. 10:22:39 15 and development? 10:37:51 

16 And the conversation that Mr. Kalanick 16 A. Correct. 

17 has just testified to is not privileged. 17 Q. And his work when he was at Google 

18 MR. VERHOEVEN: I obviously disagree with 18 concerned AV, right? 

19 virtually everything you just said. 19 A. My understanding was, his work was very 

20 MS. DUNN: I assumed you would. 10:22:52 20 focused on the hardware and sensor side of things 10:38:02 

21 MR. VERHOEVEN: The record -- record will 21 at his previous employer, yeah. 

22 speak for itself. 22 Q. In the AV area? 

23 MS. DUNN: Well, I'm sure we'll do more 23 A. Correct, yes. 

24 speaking on this topic. 24 Q. Okay. And you -- your understanding was 

25 THE VIDEOGRAPHER: Going off the record. 10:24:47 25 focused on the -- I am sorry, the hardware and 10:38:16 

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1 software of what? 10:38:18 

2 A. Sorry, the hardware and sensors. 

3 Q. Okay. 

4 A. That's my understanding of where he was 

1 generally, he didn't. He didn't have very much 10:40:09 

2 input into those things from the beginning. 

3 Q. (By Mr. Verhoeven) Did you take steps 

4 to -- you personally -- take any steps to ascertain 

5 focused on. 10:38:23 5 whether he did or didn't? 10:40:23 

6 Q. The lidar sensors? 6 A. I mean, I had members of my team 

7 A. Yes. 7 obviously look into that and, overall, just conduct 

8 Q. Okay. Now, when you learned this, I will 8 an investigation about how did we build our 

9 just call it the "new theory." You know what I'm 9 lidar -- sort of our ongoing lidar sensor. 

10 talking about when I say that? 10:38:34 10 Q. And -- 10:40:42 

11 MS. DUNN: Objection. Form. 11 A. It was part of this litigation, of 

12 Q. (By Mr. Verhoeven) Or I'll use whatever 12 course. There was a huge effort: discovery, 

13 catch phrase you'd like to use so I don't have to 13 otherwise. You know, you -- I think there were 

14 repeat it. 14 situations where Waymo's people could go into our 

15 You learned his bonus story? 10:38:40 15 offices and inspect and, like, look at servers and 10:40:57 

16 A. The bonus explanation. 16 things like this. 

17 MS. DUNN: Objection to form. 17 Yeah, so I -- I feel like we had a pretty 

18 THE DEPONENT: The bonus explanation. 18 broad effort to make sure that we had built our 

19 Q. (By Mr. Verhoeven) The bonus 19 lidar system from the ground up. And I continue to 

20 explanation. That's better. 10:38:45 20 be very confident that we did. 10:41:15 

21 A. Okay. 21 Q. So I'm asking you, though, not -- not the 

22 Q. When you learned the bonus explanation, 22 whole organization. 

23 you didn't -- you don't recall telling him to -- 23 A. I mean, look, I -- I oversee a lot more 

24 strike that -- withdraw that. 24 than just -- I mean, this is one very small part of 

25 When you learned the bonus explanation, 10:39:0025 

Page 110 

the overall thing. 10:41:27 

Page 112 

1 did -- to your knowledge, did you or anyone else 10:39:02 1 Q. I am not trying to suggest you should 10:41:28 

2 attempt to determine what the content of those 2 know. I'm just trying to understand what you do 

3 documents that he talked about were? 3 know. 

4 MS. DUNN: Form. 4 A. Yeah. So I depend on my people to do 

5 MR. CHATTERJEE: Form. 10:39:13 5 those things. 10:41:35 

6 THE DEPONENT: The -- the general 6 Q. Right. 

7 understanding I had coming out of that discussion 7 So did you talk to anyone who wasn't an 

8 was that he did not possess any of these files. 8 attorney about this investigation? Did you 

9 Q. (By Mr. Verhoeven) Regardless of whether 9 instruct anyone, or was it all through the 

10 he possessed them or not, do you recall whether you 10:39:26 10 attorneys? 10:41:44 

11 or Uber attempted to learn what the subject matter 11 A. It was all through the attorneys. 

12 of the information contained in those documents 12 Q. And did you -- when you talk about the 

13 was? 13 inspections there, did you know that those 

14 MS. DUNN: Form. 14 inspections were Court ordered? 

15 THE DEPONENT: No. 10:39:37 15 A. The inspections where Waymo people came 10:41:57 

16 Q. (By Mr. Verhoeven) Okay. Given that you 16 to Uber's offices? 

17 knew he worked on lidar, the hardware and sensors, 17 Q. Yes. 

18 at -- whether it was at Google -- 18 A. Yes. 

19 A. No. 19 Q. Okay. What was your understanding of the 

20 Q. -- why didn't you make sure that he 10:39:53 20 order? 10:42:04 

21 didn't have any input at this point in time at Uber 21 A. I mean, I don't have an overall 

22 with regard to those same technological areas? 22 understanding of the order. I mean, I know that -- 

23 MS. DUNN: Form. 23 I know certain parts of it, but I don't -- I don't 

24 MR. CHATTERJEE: Form. 24 know the details of it. 

25 THE DEPONENT: I mean, I -- my belief is, 10:40:09 25 Q. How did you learn about the inspections? 10:42:16 

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1 A. I think attorneys told me about it. 10:42:20 

2 Q. How did you learn about the searches on 

3 the servers? 

4 MS. DUNN: I will instruct the witness 

5 not to answer on the basis of privilege things that 10:42:28 

6 he learned solely from attorneys. 

7 Q. (By Mr. Verhoeven) So is it all solely 

8 through attorneys? 

9 A. Correct. 

10 Q. Do you personally remember trying to make 10:42:45 

11 it -- you, not the company and not the attorneys, 

12 just you. 

13 A. Yeah. 

14 Q. And -- and I'm not saying you should 

15 have. I'm just asking -- I'm just trying to figure 10:42:54 

16 out what you did. 

17 A. Okay. 

18 Q. After you heard the bonus explanation, 

19 did you personally take any steps to ensure that 

20 the -- that those documents and the information 10:43:08 

21 contained therein weren't -- weren't used at Uber? 

22 A. So I personally only interacted with 

23 various other attorneys to make sure that -- to 

24 verify, I would say, first, ask the question: Did 

25 those files come across or not? 10:43:37 

Page 114 

1 A. I was holding on to the prospect of him 10:45:06 

2 cooperating with the company on its investigation. 

3 I felt -- you know, I -- I -- I felt like it was 

4 possible that he would testify. 

5 Q. But at that time, you were being -- 10:45:34 

6 A. Yeah. 

7 Q. -- informed that he would not, correct? 

8 A. Yeah. (Deponent nods head.) 

9 Q. He reported directly to you, 

10 Mr. Levandowski, correct? 10:45:41 

11 A. Correct. 

12 Q. At some point, you learned that he had 

13 taken the Fifth Amendment in court? 

14 A. Yeah. 

15 Q. Do you remember when that was? 10:45:51 

16 A. It was, you know, right around the time 

17 he did. 

18 Q. Shortly after the meeting? 

19 A. Yeah. 

20 Q. Okay. Did you have any conversation with 10:45:59 

21 Mr. Levandowski after that point about him taking 

22 the Fifth? 

23 MS. DUNN: Form. 

24 THE DEPONENT: Only -- if -- if at all, 

25 it was with attorneys in the room. 10:46:12 

Page 116 

1 And verify if -- if we -- all the 10:43:40 1 Q. (By Mr. Verhoeven) Okay. Do you 10:46:14 

2 information we got is that they hadn't, let's 2 remember any conversation you had with 

3 verify that. Let's make sure. And prior to the 3 Mr. Levandowski about his taking the Fifth other 

4 bonus explanation or pleading the Fifth, we had 4 than what you've already testified to? 

5 already done a huge amount of work to verify that 10:43:55 5 A. Other than attorneys being in the room, 10:46:25 

6 that was the case. 6 no. 

7 Q. So I think my question was directed to 7 Q. So after he took the Fifth, you don't 

8 you and what you did and -- 8 remember -- going forward in time -- having any 

9 A. And -- 9 conversations with him about him taking the Fifth 

10 Q. Let me just ask the question. 10:44:15 10 or taking any documents? 10:46:35 

11 So after you learned the bonus 11 MS. DUNN: Objection to form. 

12 explanation, did you personally do anything in 12 THE DEPONENT: I don't remember. I don't 

13 addition to what your attorneys were doing as a 13 remember any specific conversation to that -- in -- 

14 result of that? 14 in that regard. 

15 MR. CHATTERJEE: Form. 10:44:31 15 Q. (By Mr. Verhoeven) How about generally? 10:46:43 

16 MS. DUNN: Form. 16 A. Again, like, there may have been -- there 

17 THE DEPONENT: I am trying to remember 17 may have been something with an attorney in the 

18 anything specifically. I don't know if anything 18 room, but not outside. 

19 specific comes to mind on that front, simply 19 Q. Once you learned that he had taken the 

20 because there was already such a very serious and 10:44:43 20 Fifth in open court, at that point, why didn't you 10:46:56 

21 broad and -- just effort with huge resources put to 21 fire him? I mean, you said before -- 

22 it to -- to -- along those lines. 22 A. Yeah. 

23 Q. (By Mr. Verhoeven) Once you learned from 23 Q. -- you hoped he wouldn't, but then he 

24 Mr. Levandowski himself about the bonus 24 did. 

25 explanation, why didn't you fire him? 10:45:00 25 So at that point, why didn't you fire 10:47:07 

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1 him? 10:47:09 

2 MS. DUNN: Form. 

3 THE DEPONENT: You know, I just -- I felt 

1 Mr. Levandowski in the presence of his counsel. 10:49:34 

2 THE DEPONENT: I probably can't answer 

3 that question. I cannot answer that question. 

4 that he had done something that was F'ing stupid. 4 Q. (By Mr. Verhoeven) Did he -- let me ask 

5 I -- I didn't feel like he had stolen anything. I 10:47:26 5 you this without disclosing what he said. 10:49:42 

6 knew that it hadn't gotten over to Uber. 6 Did he say -- did he say something to you 

7 I felt a little bullied by Google 7 about that? 

8 generally with how the initial complaint was and 8 MS. DUNN: Same -- 

9 where it -- where the facts actually were. You 9 Q. (By Mr. Verhoeven) Yes or no? 

10 know, if I were to do it over again, I probably 10:47:47 10 MS. DUNN: -- instruction to the witness. 10:49:53 

11 would have immediately. It took a little more 11 THE DEPONENT: I can't speak to this 

12 time, but I eventually got there. 12 because of the -- his -- his counsel being in the 

13 Q. (By Mr. Verhoeven) You say you felt he 13 room for this part of the discussion. 

14 didn't do anything, but you didn't know that 14 MR. VERHOEVEN: Will you let him answer 

15 because he was taking the Fifth Amendment, correct? 10:48:01 15 yes or no whether Mr. Levandowski spoke to him at 10:50:04 

16 MS. DUNN: Form. 16 that meeting about this subject? 

17 THE DEPONENT: I believe -- I believe 17 MS. DUNN: Since you asked -- 

18 then, and continue to believe, the explanation that 18 MR. VERHOEVEN: You can just tell me, yes 

19 I got on that evening. 19 or no. 

20 Q. (By Mr. Verhoeven) So why did he take 10:48:16 20 MS. DUNN: He's -- well, the problem -- 10:50:15 

21 the Fifth, given that explanation? 21 MR. VERHOEVEN: I don't want a speech. 

22 MR. CHATTERJEE: Form. 22 MS. DUNN: I understand you don't want a 

23 MS. DUNN: Form. 23 speech. 

24 THE DEPONENT: This is what -- this was a 24 MR. VERHOEVEN: I withdraw the question. 

25 big part of what that discussion was about. I -- I 10:48:23 25 MS. DUNN: Well -- 10:50:20 

Page 118 Page 120 

1 personally don't believe he should have. 10:48:25 1 MR. VERHOEVEN: I withdraw the question. 10:50:20 

2 Q. (By Mr. Verhoeven) What's your 2 If you want to answer yes or no, I don't want a 

3 understanding of why he did it? 3 speech. 

4 MS. DUNN: Form. 4 Q. (By Mr. Verhoeven) Let me just repeat 

5 MR. CHATTERJEE: Join. 10:48:35 5 it, so the record is clear. 10:50:29 

6 THE DEPONENT: My understanding -- 6 I'm just asking you, yes or no, not what 

7 MS. DUNN: Wait -- sorry. 7 was said or anything like that, and the question 

8 Q. (By Mr. Verhoeven) You can answer the 8 is: Did Mr. Levandowski personally express to 

9 question. 9 you -- did he say to you why he was concerned about 

10 A. My understanding is that he got advice 10:48:40 10 being criminally prosecuted? 10:50:44 

11 from his counsel to take -- to plead the Fifth. 11 MS. DUNN: Objection to form. 

12 Q. And what -- for what reason? 12 MR. CHATTERJEE: Join. 

13 MS. DUNN: I'm going to caution the 13 THE DEPONENT: Not -- probably not 

14 witness not to answer anything that he knows solely 14 specifically the way you have put that question. 

15 from meetings with Mr. Levandowski and his counsel. 10:48:58 15 There were -- 10:51:00 

16 THE DEPONENT: I think in -- I guess what 16 Q. (By Mr. Verhoeven) Did he say it 

17 I could say is, in an abundance of caution. 17 generally to you? 

18 Q. (By Mr. Verhoeven) Did Mr. Levandowski 18 A. Say what generally? Like -- 

19 tell you he was concerned about being criminally 19 Q. What his concern was for why he's 

20 prosecuted for what he did? 10:49:17 20 asserting the Fifth Amendment. 10:51:06 

21 A. I think he expressed his lawyer's concern 21 A. I think his attorney spoke to that. 

22 over that. 22 Q. Did -- so my question is: Did 

23 Q. What did he say? 23 Mr. Levandowski -- 

24 MS. DUNN: I'm going to caution the 24 A. I don't -- 

25 witness not to answer anything he knows solely from 10:49:30 25 Q. -- say to you -- 10:51:18 

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1 A. I don't recall him saying that. 10:51:20 

2 MS. DUNN: The witness was instructed not 

1 repeat the question. 10:53:20 

2 Was there a recommendation made to fire 

3 to answer anything that he knows based only on 3 Mr. Levandowski at that point in time? 

4 conversations with Mr. Levandowski and 4 MS. DUNN: Same objection. You are 

5 Mr. Levandowski's personal attorney in the room. 10:51:30 5 instructed not to answer if you can only answer 10:53:29 

6 So if you -- 6 based on what your conversations were with counsel. 

7 Q. (By Mr. Verhoeven) Did you -- 7 THE DEPONENT: I cannot answer that 

8 MS. DUNN: You can ask about meetings 8 question. 

9 that did not contain those people. 9 Q. (By Mr. Verhoeven) Was the 

10 Q. (By Mr. Verhoeven) Did you ever have 10:51:40 10 recommendation that you referred to about removing 10:53:39 

11 conversations about this bonus explanation without 11 him from LiDAR based on a conversation with 

12 attorneys in the room? 12 attorneys? 

13 A. No. 

14 Q. What about his taking of the 

13 A. It was based on a bunch of conversations, 

14 some of which were with attorneys. 

15 Fifth Amendment? Did you ever have any 10:51:49 15 Q. Okay. Which ones weren't with attorneys? 10:53:55 

16 conversations with Mr. Levandowski about taking the 16 A. I can't remember specific -- 

17 Fifth Amendment without attorneys in the room? 17 specifically. Just knowing that that kind of 

18 A. No. 18 conversation happened, sometimes with attorneys; 

19 Q. There a came a time when the public was 19 sometimes without. 

20 informed that Mr. Levandowski had been removed from 10:52:06 20 Q. Okay. What do you remember about the 10:54:07 

21 working in -- on the area -- that was a bad 21 conversations without attorneys? 

22 question. I withdraw it. 22 A. That having him work outside of the area 

23 There came a time when the public was 23 of this specific technology, which was where the 

24 informed that Mr. Levandowski was walled off from 24 complaint was mostly focused, was probably a good 

25 working in the area of LiDAR technology at Uber? 10:52:21 25 idea. 10:54:35 

Page 122 Page 124 

1 A. Yes. 10:52:26 1 Q. And what was your understanding of what 10:54:37 

2 Q. Do you recall that? 2 was the reason for that conversation to occur at 

3 A. Yes. 3 that time? 

4 Q. Did you make that decision? 4 MS. DUNN: Form. 

5 A. I was part of that decision, yes. 10:52:34 5 THE DEPONENT: I don't remember. I don't 10:54:45 

6 Q. Did you make it? Were you the guy who 6 remember the specifics. 

7 made the call? 7 Q. (By Mr. Verhoeven) Was there some event 

8 A. I mean, I ultimately approved a 8 that occurred that resulted in this conversation? 

9 recommendation, yes. 9 MS. DUNN: Form. 

10 Q. Okay. So you could -- you were the guy 10:52:41 10 THE DEPONENT: This was before the 10:54:58 

11 who could have disapproved or approved; you were 11 preliminary injunction order? 

12 the ultimate decision-maker, correct? 12 Q. (By Mr. Verhoeven) Yes, it was before 

13 A. I approved the recommendation that was 13 the preliminary injunction. 

14 made to me. 14 A. So it's just -- look, I mean, there's not 

15 Q. Okay. And what was the recommendation? 10:52:51 15 a lot of days between the complaint and the PI 10:55:08 

16 A. That he not work on LiDAR-related 16 order. It wasn't a long period of time. So I 

17 activities. 17 think we are learning as we go, and we are trying 

18 Q. Was there a recommendation that he be 18 to figure out what is the right thing to do, given 

19 fired at that point in time? 19 the facts we know and what we are learning as we 

20 A. I think there was a -- 10:53:06 20 go. 10:55:25 

21 MS. DUNN: Object on the basis of 21 Q. Okay. I understand that. But I am just 

22 privilege. The witness is instructed not to answer 22 trying to probe your recollection of conversations. 

23 based on information he only knows from 23 And you've testified that you had some 

24 conversations with attorneys. 24 conversations about removing from Mr. Levandowski 

25 Q. (By Mr. Verhoeven) Was a -- I will 10:53:19 25 from his work on LiDAR that were with others that 10:55:36 

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1 were -- where attorneys weren't present, correct? 10:55:40 

2 A. Yeah, and I don't remember the specifics, 

3 like specific conversations, but know that it was a 

4 general topic of conversation amongst people, some 

5 of which were attorneys; some weren't. 10:55:53 

6 Q. Which ones did you discuss it where 

7 they -- who -- another bad question. Sorry. 

8 A. That's okay. 

9 Q. What conversations on this subject do you 

10 recall with non-attorneys? 10:56:02 

11 A. I don't recall specifically which 

12 conversations. I just know that it was a general 

13 topic of conversation because of all the press and 

14 everything that was going on. 

15 Q. Do you recall with whom you had these 10:56:19 

16 conversations that were general? 

17 A. Not specifically. 

18 Q. Do you remember any specific nonlawyer -- 

19 withdraw the question. 

20 Do you remember any nonlawyer that you 10:56:32 

21 had such a conversation with? 

22 A. No. 

23 Q. Who made you the recommendation to remove 

24 Mr. Levandowski from LiDAR? 

25 MS. DUNN: Object on the basis of 10:56:54 

Page 126 

1 A. I'm -- I'm fairly certain I answered this 10:58:04 

2 one. 

3 Q. Well, can you humor me. I am sorry. I 

4 don't remember it. 

5 A. Okay. Well, your memory is a little 10:58:11 

6 short-term. 

7 Q. It is, indeed. 

8 A. Okay. There's a few things we -- we -- I 

9 was still hopeful that he would testify. I was 

10 still hopeful that he would make a declaration. 10:58:39 

11 And given what we knew at this point, and 

12 given what seemed to be a desire from him to do so, 

13 we may have been maybe unrealistically hopeful, but 

14 what we felt at that time, it felt like he would. 

15 And so we were trying to get to get him 10:59:02 

16 to cooperate with the Court and try to get him to 

17 cooperate with our own internal investigation, as 

18 well. 

19 And looking back, maybe -- you know, 

20 maybe we were too hopeful. But that's -- that's 10:59:14 

21 where we ended up. 

22 Q. Okay. You did answer that, but I think I 

23 it was when I asked in point in time with the 

24 Fifth Amendment. 

25 So this question was specifically to you 10:59:25 

Page 128 

1 privilege, and the witness is instructed not to 10:56:54 1 at the point in time when the recommendation -- 10:59:28 

2 answer if it's only something he can answer based 2 A. Yeah. 

3 on communications with counsel. 3 Q. -- was made about LiDAR. 

4 THE DEPONENT: I can't answer that 4 A. Oh. 

5 question. 10:57:01 5 Q. And the answer is the same? 10:59:36 

6 Q. (By Mr. Verhoeven) So your lawyers made 6 At the point in time -- 

7 the recommendation? 7 A. Yeah, these -- well, there wasn't that 

8 A. I cannot speak to that question. 8 much time between taking him off of LiDAR and when 

9 Q. Do you have an understanding as to why 9 we ultimately made the decision to terminate him. 

10 the recommendation was made? 10:57:26 10 There was not many days between that, between those 10:59:49 

11 MS. DUNN: Same instruction. 11 two. 

12 THE DEPONENT: I can't answer that 12 Q. Okay. But just for the record -- I don't 

13 question. 13 know what that means. You have to tell me. So 

14 Q. (By Mr. Verhoeven) Were there any other 14 just for the record, the point in time I'm talking 

15 recommendations made? 10:57:40 15 about is the point in time in which -- 11:00:03 

16 MS. DUNN: Same objection and 16 A. Yeah. 

17 instruction. 17 Q. -- you approved the recommendation to 

18 MR. VERHOEVEN: On the basis of 18 remove him from LiDAR -- 

19 privilege? 19 A. Yeah. 

20 MS. DUNN: Yes. 10:57:47 20 Q. -- before the preliminary injunction 11:00:11 

21 Q. (By Mr. Verhoeven) So why didn't you 21 issued. 

22 fire Mr. Levandowski at that point in time -- 22 Are you with me there? 

23 MS. DUNN: Objection to form. 23 A. Yeah. 

24 Q. (By Mr. Verhoeven) -- when this 24 Q. And my question was at that point in 

25 recommendation was made? 10:58:03 25 time. 11:00:18 

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1 A. Yeah. 11:00:18 1 So there's a letter we sent him after the 11:02:31 

2 Q. Would you have the same answer? 2 preliminary injunction letting him know that he 

3 A. Same answer. Yes, yes. Yeah. 3 must -- he's got to cooperate with the Court. And 

4 Q. You were still hopeful -- 4 then there was a letter two weeks -- something like 

5 A. Yeah. 11:00:24 5 that, something around two weeks -- prior to his 11:02:45 

6 Q. -- that -- 6 formal termination that told him that we were going 

7 A. Yeah. 7 to terminate him. 

8 Q. What you said before? 8 Q. Okay. 

9 A. Yeah. 9 A. Yeah, something like that, yeah. 

10 Q. Okay. How did you become aware that a 11:00:26 10 Q. So did the lawyers inform him, to the 11:03:00 

11 preliminary injunction had issued in this case? 11 best of your recollection? 

12 A. I -- 12 A. I am not sure who informed him. 

13 MS. DUNN: Just instruct the witness not 13 Q. Okay. Did you have any discussions with 

14 to answer things that he only knows based on 14 him personally about it? 

15 communications with counsel. 11:00:46 15 A. No. 11:03:10 

16 MR. VERHOEVEN: From counsel? Yeah. 16 Q. Have you had any discussions with 

17 Q. (By Mr. Verhoeven) Okay. Why didn't you 17 Mr. Levandowski since that time? 

18 fire Mr. Levandowski upon issuance of the 18 A. About termination or -- 

19 preliminary injunction? 19 Q. About anything. 

20 A. I think there were -- there was a 11:01:10 20 A. He sent one note to me after my mother 11:03:20 

21 decision pretty shortly after that to do so. 21 passed away. 

22 Q. Do you recall any events between the 22 Q. Other than that? 

23 preliminary injunction -- that's a bad question. 23 A. And sent a brief note after I resigned. 

24 There's a period of time that -- there 24 And they were very short. 

25 was a date when the preliminary injunction 11:01:26 25 Q. Okay. Was the board of directors in any 11:03:34 

Page 130 Page 132 

1 issued -- 11:01:27 1 way involved in decision to fire Mr. Levandowski? 11:03:38 

2 A. Yeah. 2 A. They -- they -- they definitely made 

3 Q. -- and there's a date -- and I can give 3 their -- different board members had different 

4 you the dates if you want -- when at least it was 4 opinions on this, but they definitely made their 

5 announced that Mr. Levandowski had been fired? 11:01:35 5 opinions known to me. 11:03:54 

6 A. Yeah. 6 Q. Okay. When was the first time you recall 

7 Q. And my question is: Do you recall any 7 that someone from the board contacted you and made 

8 discussions that you were in, in that time period, 

9 about whether or not he should be fired? 

8 their opinions known to you? 

9 MS. DUNN: Form. 

10 A. Those discussions all had counsel. 11:01:49 10 MR. CHATTERJEE: Join. 11:04:07 

11 Q. Okay. Did you have any discussions with 11 THE DEPONENT: I can't remember, for 

12 Mr. Levandowski on those subjects during that time 12 sure, like the first. Certainly, probably the 

13 period? 13 first time I heard was before the PI -- or the 

14 A. I did not. 14 first time I remember like a very -- like a very 

15 Q. When the decision was -- who made the 11:01:59 15 clear conversation about this. 11:04:26 

16 decision to fire Mr. Levandowski? 16 But it doesn't mean it didn't happen 

17 A. I ultimately did. 17 earlier. I just can't remember one before that. 

18 Q. Okay. Did you personally tell him? 18 Q. (By Mr. Verhoeven) I think I need to 

19 A. I did not. 19 clear the record. 

20 Q. Okay. How was he informed? 11:02:10 20 A. Yeah. 11:04:37 

21 A. I mean, there was a series of letters. I 21 Q. Do you remember any conversation with the 

22 think there was a letter after the preliminary 22 board member about this case before the PI? 

23 injunction. There was then also a -- 23 A. Yes. But we also had an attorney in the 

24 Q. Sorry. 24 room. 

25 A. No, it's okay. 11:02:30 25 Q. Okay. Was there anytime when someone 11:04:48 

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1 from the board called you and expressed their 11:04:50 

2 opinions on this case or made some suggestions or 

3 asked for any information? 

4 A. I am trying to remember. I don't 

5 remember a specific phone call on this topic. 11:05:05 

1 THE DEPONENT: Go. 11:07:01 

2 MS. DUNN: The witness is instructed not 

3 to speak about the content of those meetings. 

4 Q. (By Mr. Verhoeven) I am sorry. What 

5 were you going to say, "or what"? 11:07:06 

6 Q. There were -- but there were meetings, at 6 A. I was going to say something my attorney 

7 least one meeting -- 7 wasn't going to let me say. 

8 A. Yeah. 8 Q. Okay. Let's switch subjects. 

9 Q. -- with someone on the board prior to the 9 At some point, you and Mr. Levandowski 

10 issuance of the preliminary injunction, that you 11:05:16 10 had a conversation about him leaving Google and 11:07:31 

11 can recall? 11 coming over to your team, right? 

12 MS. DUNN: The witness is instructed to 12 A. Correct. 

13 answer only to the extent that these weren't 13 Q. When was the first time that subject came 

14 conversations -- privileged conversations with 14 up that you can recall? 

15 attorneys. 11:05:24 15 A. I mean, I can't remember a specific 11:07:49 

16 MR. VERHOEVEN: I'm only asking you 16 conversation; but, generally, late December, early 

17 whether or not there was such a meeting. 17 January is when some kind of conversations were 

18 THE DEPONENT: I mean, we have regular 18 happening. And they didn't start there, but they 

19 board meetings. 19 eventually got to a place where, like, maybe you 

20 Q. (By Mr. Verhoeven) So it was discussed 11:05:33 20 should come to Uber. 11:08:09 

21 during regular board meetings? 21 Q. When did they start? 

22 A. I can't say. 22 A. My conversations -- my conversations with 

23 Q. Because of the attorney-client privilege? 23 Anthony started late December timeframe. 

24 A. Correct. Correct. 24 Q. Of which year? 

25 Q. Okay. Was it ever discussed with any 11:05:42 25 A. Sorry. '15. 11:08:24 

Page 134 Page 136 

1 board member outside of the regular meetings? 11:05:45 1 Q. Okay. Can you describe to me, generally, 11:08:26 

2 A. I can't remember any specific 2 the circumstances of -- of that discussion in 

3 conversation. I don't know for sure. I can't say 3 December of 2015? 

4 for sure it didn't, but I don't -- I can't recall a 4 A. So, I mean, late December 2015, I started 

5 specific conversation. 11:06:00 5 getting brought into conversations that various 11:08:52 

6 Q. Okay. What was the nature of the board's 6 other members of my team were having with him, and 

7 involvement in the decision to fire 7 I don't know if other members of his team. And I 

8 Mr. Levandowski? 8 would get brought into those meetings on occasion 

9 MS. DUNN: Same instruction to the 9 by late December. 

10 witness. 11:06:32 10 Q. Did Uber approach Mr. Levandowski on this 11:09:09 

11 THE DEPONENT: I can't answer. 11 subject? 

12 Q. (By Mr. Verhoeven) So was there -- I 12 A. I am not sure. I am not sure how the 

13 think you said they made their opinions known 13 conversation started. 

14 earlier -- 14 Q. And you are not sure whether Levandowski 

15 A. Yeah. 11:06:43 15 approached Uber or Uber approached Levandowski? 11:09:20 

16 Q. -- in connection with the firing issue, 

17 right? 

16 A. Yeah, I don't know. 

17 Q. You weren't personally recruiting him? 

18 A. Yes. 18 A. Not when we started talking to him, no. 

19 Q. Okay. So you are testifying that that 19 Q. Okay. Who were these other people 

20 was in a meeting with counsel that they made their 11:06:49 20 that -- that brought you into the conversation? 11:09:34 

21 opinions known? 

22 A. Yes. 

21 A. So there was Jeff Holden, 

22 Brian McClendon. There may have been others. I 

23 Q. Okay. 23 can't remember. 

24 A. Or sometimes -- 24 Q. What did they say about it to you once 

25 MS. DUNN: I don't -- 11:06:59 25 they brought you in? 11:09:56 

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1 A. This is something who is a great talent 11:09:57 

2 in the autonomy space. We are having conversations 

3 with him. We are not sure where we are going to 

4 end up, but you may want to meet him. 

5 Q. Did you know him before that 11:10:10 

6 December 2015 timeframe? 

7 A. No. 

8 Q. Okay. At that point in time, just so we 

9 have a record on this, what was the state of Uber's 

10 research and development in the AV -- in the AV 11:10:28 

11 area? 

12 A. I think we got started sort of in the 

13 late 2014, early 2015 timeframe. We had a growing 

14 team in Pittsburgh. 

15 Q. So at this point in time, you had a team 11:10:45 

16 in Pittsburgh? 

17 A. Yeah, a fairly large team by that point, 

18 I think. 

19 Q. Okay. I understand there was a lot of 

20 hires out of Carnegie Mellon? 11:10:55 

21 A. Yeah. 

22 Q. Had those hires started at that point in 

23 time, or -- 

24 A. Yeah. 

25 Q. Okay. So there -- there was a team of 11:11:02 

Page 138 

1 A. Yeah. 11:12:20 

2 Q. And did you subsequently meet him? 

3 A. Yeah. 

4 Q. And can you just describe, generally, the 

5 circumstances of that meeting? 11:12:26 

6 A. I -- I don't specifically remember that 

7 meeting and the nature of it. So I don't know much 

8 about it. 

9 Q. Was it one-on-one? 

10 A. No. 11:12:40 

11 Q. So it was a group of people? 

12 A. Yeah. 

13 Q. Do you remember who -- who from Uber was 

14 at that meeting? 

15 A. I don't remember specifically, but 11:12:49 

16 there -- you know, there are various folks who were 

17 part of that discussion and sort of intro'ing me. 

18 I don't know if they were at that first meeting or 

19 not, like who was at that first meeting. 

20 But, again, you know, Brian McClendon and 11:13:06 

21 Jeff Holden come to mind. There may have been 

22 businesspeople in that meeting, too. I just -- I 

23 just can't remember. 

24 Q. It's fair to say that you and 

25 Mr. Levandowski have had a lot of one-on-one 11:13:15 

Page 140 

1 Carnegie Mellon people already working in 11:11:03 1 conversations prior to him leaving Google about him 11:13:19 

2 Pittsburgh at that time? 2 possibly joining you? 

3 A. Yeah, it was -- it was a mix of folks who 3 MS. DUNN: Form. 

4 had worked for, like, a military contractor, or 4 THE DEPONENT: I don't know if that's 

5 some folks from CMU, some folks from -- from a lab. 11:11:14 5 fair to say. 11:13:28 

6 But they had been working for a year at that point, 

7 close to it. 

6 Q. (By Mr. Verhoeven) Okay. Have you had 

7 any? Did you have any? 

8 Q. Was there any member of the Pittsburgh 8 A. Prior to him leaving? Maybe. Maybe. I 

9 team that was also in that group that brought you 9 don't know for sure. 

10 in the first time about Mr. Levandowski? 11:11:30 10 Q. You don't remember having one-on-one 11:13:37 

11 A. I don't know for sure. There may have 11 conversations with him before he decided to leave? 

12 been. I don't know. 12 A. Like, I am trying to place, like, the -- 

13 Q. You can't think of one, though? 

14 A. I -- I don't know who was specifically in 

13 the -- like when, generally, he left and when, 

14 generally, we started spending more time together. 

15 the meeting when I first met him. 11:11:45 15 And my -- my general recollection is that 11:13:52 

16 Q. Okay. Did -- did the folks that you 16 the time -- when we started spending more and more 

17 brought in explain why they thought it would be a 17 time was as we were, like, really starting to work 

18 good move to hire Mr. Levandowski? 18 on getting the deal done. 

19 MS. DUNN: Form. 19 So, for me, that feels like February and 

20 THE DEPONENT: I think when we first 11:12:06 20 March is when we started spending more time 11:14:13 

21 started discussions, it wasn't clear, like, were we 21 together, and really even past that is when I think 

22 going to hire him, or were we going to partner, 

23 what -- what -- what we were going to do. 

22 it got -- is, you know, when we really started 

23 spending time. But in the early days, I was 

24 Q. (By Mr. Verhoeven) Okay. But they 24 brought into meetings that existed. 

25 suggested you meet him? 11:12:19 25 Q. Okay. So who was driving the train 11:14:36 

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1 during that early time? 11:14:38 

2 A. It was -- in the early time, it was 

3 mostly -- I think it was our deal team, probably 

4 mostly Cameron. 

5 Q. Okay. 11:14:45 

1 were being had, the kinds of meetings we were 11:16:47 

2 having. But a specific one, not really. 

3 Q. Outside of attending meetings, do you 

4 recall any conversations you had had with 

5 Mr. Levandowski prior to his leaving Google? 11:16:58 

6 A. And he may have had one or two other 6 A. I don't have a recollection of a specific 

7 people with him. And Jeff Holden. 7 conversation or specific meeting. 

8 Q. Okay. 8 Q. Did you have conversations with him prior 

9 A. And -- yeah. 9 to him leaving -- let me finish the question. 

10 Q. And then they would bring you in 11:14:52 10 A. Yeah. 11:17:12 

11 occasionally to give you updates? 11 Q. Did you have conversations with him prior 

12 A. Give me updates or get me involved in a 12 to him leaving Google outside of the meetings? 

13 discussion, yeah. 13 MS. DUNN: Form. 

14 Q. Did you have any input -- assuming you 14 THE DEPONENT: I can't say for sure. 

15 had input at some point. When is the first time 11:15:06 15 Q. (By Mr. Verhoeven) You are not sure 11:17:25 

16 you remember having -- instead of just hearing 16 about that? 

17 status reports and -- and talking to people, when 17 A. I am not sure. Not sure. You know, I 

18 is the first time that you remember providing input 18 guess what I would say is, in the early days, it 

19 yourself on whether this would be a good move or 19 was -- it was meetings that I was joining, for the 

20 not? 11:15:20 20 most part. I am not sure if there was -- I can't 11:17:47 

21 MS. DUNN: Form. 21 remember, specifically, meetings beyond that. 

22 THE DEPONENT: Well, it is like it wasn't 22 Q. Why did Uber hire Stroz or Stroz to do an 

23 clear what move. But if you have ever been in a 23 investigation of Mr. Levandowski? 

24 meeting with me, which you have not, I am going to 24 MS. DUNN: I will caution the witness not 

25 provide input all the time, so... 11:15:32 25 to answer things he only knows from communications 11:18:09 

Page 142 Page 144 

1 Q. (By Mr. Verhoeven) Okay. Do you 11:15:36 1 with his lawyers, with the company's lawyers. 11:18:12 

2 remember what your initial input was, generally? 2 THE DEPONENT: I can't answer that. 

3 A. No, it was probably just sort of opinions 3 Q. (By Mr. Verhoeven) Were you involved in 

4 on different options and probably just exploratory. 4 any way in the decision to hire forensic -- an 

5 I don't know if I had a strong -- like, a strong 11:15:48 5 independent forensic firm to do an investigation of 11:18:24 

6 opinion one way or the other in early meetings. 6 certain diligence to employees in connection with 

7 Q. Did there come a time when you started to 7 the transaction that you did with Ottomotto? 

8 have an opinion that was more formed? 8 A. No. 

9 A. Probably. 9 Q. Were you aware of it? 

10 Q. Yeah. Do you remember, roughly, when 11:16:04 10 A. Yes. 11:18:43 

11 that was? 11 Q. When was the first time you became aware 

12 A. For me, it feels like teams 12 of it? 

13 early/mid-January. 13 A. I am not sure the -- the first time, but 

14 Q. Of what year? 14 it feels like the March timeframe, march 2016. 

15 A. 2016. 11:16:14 15 Q. And how did you become aware of it? 11:18:57 

16 Q. Okay. Do you remember if it was before 16 A. Probably with a conversation with an 

17 or after Mr. Levandowski left Google? 17 attorney. 

18 A. Well, if it was early/mid-January, I 18 Q. Okay. What was your understanding of the 

19 mean, that -- it's possible it was when he was 19 reason why it was being done? 

20 still at Google. 11:16:30 20 MS. DUNN: I will caution the witness not 11:19:09 

21 Q. Do you remember any conversations that 21 to answer to the extent he only knows this based on 

22 you had personally with Mr. Levandowski before he 22 conversations with attorneys for the company. 

23 left Google? 23 THE DEPONENT: She's answered for me. 

24 A. I mean, I just have a general 24 Q. (By Mr. Verhoeven) So you -- you can't 

25 recollection of the kinds of conversations that 11:16:44 25 answer -- it was all -- your understanding is 11:19:22 

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1 completely from attorneys? 11:19:24 

2 A. Well, state your -- restate your 

3 question. 

1 A. What Stroz investigation are you 11:29:08 

2 referring to? 

3 Q. I'm referring to -- remember, before the 

4 Q. What was your understanding as to why 4 break I asked you about the March time frame, we 

5 this investigation into these diligence employees 11:19:29 5 talked about the March time frame -- 11:29:18 

6 was being done? 6 A. Okay. Yeah. 

7 A. Oh. We were contemplating an M & A 7 Q. -- when there was a Stroz investigation? 

8 transaction. M & A transactions often have 8 A. Yes. You're speaking March 2016, 

9 diligence. 9 correct? 

10 Q. Are you familiar with M & A transactions 11:19:46 10 Q. Starting at that point. 11:29:26 

11 being done where employees' devices are imaged and 11 A. Yeah. 

12 analyzed by an independent third party? 12 Q. But then the question is, did there come 

13 MS. DUNN: Form. 13 a time after the start of that investigation -- 

14 THE DEPONENT: Yes. 14 A. Yeah. 

15 Q. (By Mr. Verhoeven) Which transactions 11:20:05 15 Q. -- when you became aware -- let me ask a 11:29:31 

16 are you aware of? 16 more particular question. 

17 A. I mean, just usually complex transactions 17 Did you -- did you become aware of any 

18 and transactions that involve individuals that may 18 report or information provided by Stroz as a result 

19 have worked at a competitor. 19 of them being retained in the March time frame? 

20 Q. Can you name one that you know besides 11:20:19 20 A. Those -- those -- the information that I 11:29:54 

21 this one? 21 received along those lines was with company 

22 A. I would have to think about it. Just -- 22 counsel. 

23 we haven't done a lot of M & A transactions at 23 Q. But you did receive some information? 

24 Uber. And this is the only one with -- with a 24 A. I got maybe a couple of updates along the 

25 group of individuals who had previously worked at a 11:20:37 25 way. 11:30:06 

Page 146 Page 148 

1 competitor. 11:20:40 1 Q. Okay. Do you remember when you received 11:30:10 

2 But just general chatter in 2 the first update? 

3 Silicon Valley in the industry, this is the kind of 3 A. I do not. 

4 thing -- so I can't specifically name a -- a 4 Q. Was it before Uber entered into the terms 

5 transaction, but it's one -- it's the kind of thing 11:20:50 5 and conditions agreement? 11:30:17 

6 you hear about generally. 6 A. I think so. 

7 Q. Do you remember hearing about it with any 7 Q. Okay. And what were you told? 

8 specificity from anyone? 8 A. I can't -- I can't speak to that. 

9 A. Not really. 9 Q. So you were told by attorneys? 

10 Q. Just -- so your basis for saying that is 11:21:02 10 A. Yes. 11:30:32 

11 just general chatter? 11 Q. You said there was another time, a couple 

12 A. Yeah. 12 of times? 

13 Q. Okay. 13 A. Yeah. 

14 A. Real quick, if I could go to the 14 Q. What's the other time you remember? 

15 bathroom, that would be good. 11:21:10 15 A. I can't remember specific dates, but I 11:30:41 

16 MR. VERHOEVEN: Sure. 16 remember there were a couple of times, maybe, where 

17 THE DEPONENT: Thanks. 17 I was updated on where we were in the process. 

18 THE VIDEOGRAPHER: Going off the record. 18 Q. When was the -- relative to the timeline, 

19 The time is 11:21. 19 when was the last time that you remember receiving 

20 (Recess taken.) 11:21:48 20 any report on this? 11:30:54 

21 THE VIDEOGRAPHER: We are back on the 21 A. I mean, it was certainly before we signed 

22 record. The time is 11:28. 22 any deal, yeah. 

23 Q. (By Mr. Verhoeven) Did there come a time 23 Q. Was it before the put call agreement? 

24 when you became aware of any results from the Stroz 24 MR. CHATTERJEE: Form. 

25 investigation? 11:29:02 25 THE DEPONENT: What -- what do you mean? 11:31:08 

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1 What... 11:31:08 1 MS. DUNN: The witness is instructed not 11:33:15 

2 Q. (By Mr. Verhoeven) There's an agreement 2 to answer based on communications with counsel. 

3 that you signed, I believe, that -- 3 But, generally, I want to make sure that 

4 A. Okay. 4 the witness understands that he can answer to the 

5 Q. -- allowed the parties to have options, a 11:31:13 5 extent he has an independent recollection. 11:33:21 

6 put call. 6 MR. VERHOEVEN: He's already testified 

7 MR. CHATTERJEE: Form. 7 about that. 

8 MS. DUNN: Form. 8 Q. (By Mr. Verhoeven) Let me just say this 

9 Q. (By Mr. Verhoeven) Are you familiar with 9 way. Including counsel and non-counsel, just yes 

10 that agreement? 11:31:20 10 or no, did you become aware of any documents 11:33:34 

11 MR. CHATTERJEE: Same thing. Form. 11 concerning -- that mentioned bad acts in connection 

12 THE DEPONENT: Are you talking -- 12 with this transaction? 

13 Q. (By Mr. Verhoeven) You want me to show 13 A. I don't remember. I don't remember. 

14 it to you? 14 Q. Okay. 

15 A. Okay. 11:31:26 15 A. Yeah. 11:33:48 

16 Q. Or unless you're familiar -- 16 Q. Did you -- did there come a time when -- 

17 A. Okay. 17 this is the agreement I was talking about. 

18 Q. -- unless you know it. 18 Maybe I should -- should have called this 

19 A. Please show me. I want to make sure I 19 something else. 

20 understand what you're saying. 11:31:34 20 MR. VERHOEVEN: Let's mark this as 11:34:04 

21 Q. Are you familiar with -- you don't 21 Exhibit 365. 

22 remember a put call agreement that was signed? 22 (Exhibit 365 was marked for 

23 A. I don't remember the term "put call," but 23 identification by the court reporter and is 

24 I just -- if you can show me, that would be 24 attached hereto.) 

25 helpful. 11:31:54 25 THE DEPONENT: Would you like me to read 11:34:15 

Page 150 Page 152 

1 Q. I will just show it, so there's no 11:32:03 1 this right now? 11:34:16 

2 ambiguity. I guess that's the safest thing to do. 2 Q. (By Mr. Verhoeven) No. 

3 While they're looking for that, I will 3 Does this refresh your recollection -- I 

4 keep asking you questions. 4 think you signed it. You might as well check that. 

5 A. Okay. 11:32:26 5 MR. CHATTERJEE: Do you have another 11:34:26 

6 Q. Did you know that the Stroz investigation 6 copy, Charlie? 

7 was investigating, in part at least, the subject of 7 Q. (By Mr. Verhoeven) Is that your 

8 bad acts by the diligence employees? 8 signature? 

9 MR. CHATTERJEE: Form. 9 A. That is, yeah. 

10 MS. DUNN: Form. 11:32:42 10 Q. Does this refresh your recollection of -- 11:34:36 

11 THE DEPONENT: I don't know what you're 11 A. Well, I mean it says, "Agreement and Plan 

12 specifically referring to. 12 Merger." 

13 Q. (By Mr. Verhoeven) Do you remember 13 Q. Okay. Let's call it that. 

14 seeing any documents referring to bad acts 14 A. Yeah. 

15 associated with this transaction? 11:32:57 15 Q. That's what I was referring to. 11:34:44 

16 A. I do not. 16 A. Okay. I mean, I haven't -- I mean, I -- 

17 MR. CHATTERJEE: Same objection. 17 I have not read this document, but -- but certainly 

18 Q. (By Mr. Verhoeven) Did you read any 18 have -- you know, I see my signature on it, so yes. 

19 agreements that talked about bad acts in connection 19 Q. Did you read it before you signed it? 

20 with this transaction? 11:33:03 20 A. No. No. I was certainly briefed on it, 11:34:59 

21 A. No. 21 though. 

22 MS. DUNN: Form. 22 Q. Did your briefing include anything about 

23 Q. (By Mr. Verhoeven) Did your counsel tell 23 bad acts? 

24 you about bad acts associated with this 24 A. I don't recall anything like that. 

25 transaction? 11:33:14 25 Q. Did it include anything about a Stroz 11:35:11 

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1 investigation? 11:35:14 1 of an indemnification agreement that indemnifies a 11:37:21 

2 A. I was aware that -- I was aware that 2 person for intentional bad acts? 

3 Stroz was conducting -- that there was a diligence 3 MS. DUNN: Form. 

4 process underway and that we were looking into 4 THE DEPONENT: Well, I guess my 

5 content, devices, et cetera. 11:35:31 5 understanding is indemnification agreements 11:37:36 

6 Q. Was your brief- -- I'm talking about your 6 generally indemnify people against things that they 

7 briefing -- 7 disclose. 

8 A. Yeah -- 8 And you don't need indemnification for 

9 Q. -- on this before you signed it? 9 things that -- like walking down the street, 

10 A. Yeah. 11:35:41 10 there's no indemnity for walking down the street. 11:37:49 

11 Q. Did that briefing discuss the 11 But it's really about what people 

12 investigation and the results of the investigation? 12 disclose and what they don't disclose. It's just 

13 A. You know, I'm just sort of -- I'm kept up 13 generally how indemnification agreements work. 

14 to date on a deal as it's coming along. So it's 14 Q. (By Mr. Verhoeven) Okay. Are you aware 

15 not like there's like a -- the final briefing, so 11:35:54 15 of any indemnification agreements -- well, let 11:38:00 

16 to speak, might be on the final areas of the deal 16 me -- let me back up. 

17 that were being solved. 17 Are you familiar with any of the terms of 

18 Q. Okay. 18 the indemnification agreement between Uber and 

19 A. So I can't -- yeah. So it's -- it's 19 Mr. Levandowski? 

20 different -- you get different parts at different 11:36:09 20 A. No, not -- not specifically. 11:38:08 

21 times. I can't say what the final one was. 21 Q. Is Uber indemnifying Mr. Levandowski in 

22 Q. Okay. 22 this litigation? 

23 A. And, generally, they're -- you know, in 23 MR. CHATTERJEE: Form. 

24 most of these, there would be an attorney in the 24 MS. DUNN: Form. 

25 room. 11:36:18 25 THE DEPONENT: I don't know. 11:38:19 

Page 154 Page 156 

1 Q. Okay. 11:36:18 1 Q. (By Mr. Verhoeven) Is Uber paying for 11:38:20 

2 A. But, yeah, I don't know. 2 Mr. Levandowski's attorneys? 

3 Q. Okay. And I think we've already covered 3 MS. DUNN: Form. 

4 any information you have about the results of the 4 MR. CHATTERJEE: Form. 

5 investigation are covered by the -- were from 11:36:31 5 THE DEPONENT: I don't know. 11:38:27 

6 attorneys -- 6 Q. (By Mr. Verhoeven) Have you ever heard 

7 A. Yeah. 7 of an indemnification agreement that talks about 

8 Q. -- is that right? 8 pre-deal bad acts? 

9 A. Of course, yeah. 9 A. Those specific words? 

10 Q. Did you know that this agreement had an 11:36:38 10 Q. Yeah. 11:38:38 

11 indemnification clause for Mr. Levandowski? 11 A. No. 

12 MR. CHATTERJEE: Form. 12 Q. Have you -- is it correct that you have 

13 THE DEPONENT: I mean, I would be 13 exchanged text messages with Mr. Levandowski? 

14 surprised if it didn't. 14 A. Yes. 

15 Q. (By Mr. Verhoeven) Would you be 11:36:50 15 Q. Are you aware that on May 11th of this 11:38:59 

16 surprised if Uber indemnified Mr. Levandowski for 16 year the court ordered Uber to make available for 

17 committing prior bad acts with respect to Google? 17 inspection any text messages you exchanged with 

18 MS. DUNN: Form. 18 Mr. Levandowski pertaining to Uber's LiDAR work? 

19 THE DEPONENT: I mean, I generally 19 MS. DUNN: Form. 

20 understand how indemnification agreements work. 11:37:03 20 THE DEPONENT: I wasn't aware of that 11:39:13 

21 They're typically about what somebody has 21 specific order, but I generally understand the 

22 disclosed and what they haven't disclosed, and how 22 Court wanted my text messages. 

23 they get indemnified against things that they 23 Q. (By Mr. Verhoeven) What do you 

24 disclose. 24 understand about that? 

25 Q. (By Mr. Verhoeven) Have you ever heard 11:37:21 25 A. That they want my -- all my text 11:39:26 

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1 messages. 11:39:27 

2 Q. Do you remember when you learned that? 

3 A. Not really. I mean, I think somebody in 

4 the company asked for my phone. 

1 A. Brief -- brief discussions. I mean... 11:40:57 

2 Q. Do you have a practice -- withdrawn. 

3 You did exchange text messages with 

4 Mr. Levandowski, right? 

5 Q. When did that happen? 11:39:35 5 A. Correct. 11:41:12 

6 A. I don't remember specifically. 6 Q. Do you recall deleting any of those 

7 Q. Can you estimate it for me? Was it a 7 texts? 

8 week ago? Was it a month ago? Was it six months 8 A. I do not, no. 

9 ago? 9 Q. Do you have any practices with respect to 

10 A. It was certainly months ago. 11:39:46 10 deleting texts on your phone? 11:41:23 

11 Q. Months ago? 11 A. Outside of just the auto-delete, the 

12 A. Yeah. 12 30-day auto-delete, no. 

13 Q. Okay. 13 Q. And what's the 3A auto-delete? 

14 A. I mean, I... 14 A. Thirty -- the 30-day auto-delete is just 

15 Q. And this is your cell phone they asked 11:39:51 15 a setting on my phone -- 11:41:35 

16 for? 16 Q. Okay. 

17 A. Yeah. 17 A. -- where after 30 days the -- the texts 

18 Q. Okay. And did you give it to them right 18 disappear. 

19 away or what happened? 19 Q. Do you still have -- is that still your 

20 A. When somebody -- somebody came to ask for 11:39:59 20 setting on your phone? 11:41:44 

21 my cell phone, and I gave them my cell phone. 21 A. No. 

22 Q. Okay. And -- and how long were you 22 Q. What is your setting now? 

23 without the cell phone? 23 A. It's -- keeps forever now. 

24 Let me -- let me with- -- let me 24 Q. And when did you change the setting? 

25 withdraw. 11:40:12 25 A. A few weeks ago. 11:41:51 

Page 158 Page 160 

1 Did they give it back to you? 11:40:13 1 Q. "Few" meaning two, three -- 11:41:52 

2 A. Yes, they did. 2 A. Something like that. I don't know the 

3 Q. Okay. So what was the period of time 3 exact. 

4 between -- 4 Q. Okay. 

5 A. Yeah. 11:40:16 5 A. I'm sure the attorneys can figure that 11:42:08 

6 Q. -- when you gave it and they gave it back 6 out when that happened. 

7 to you? 7 Q. All right. You ready for documents? 

8 A. Hours. 8 A. Let's do it. 

9 Q. Hours? 9 (Discussion off the stenographic record.) 

10 A. Yeah. 11:40:20 10 Q. (By Mr. Verhoeven) A good question I 11:42:55 

11 Q. Okay. What was your understanding of 11 forgot to ask -- 

12 what they were doing with your cell phone? 12 A. Yeah. 

13 A. They were getting all of the text 13 Q. -- is, have you exchanged any texts with 

14 messages from it. 14 Mr. Levandowski since your phone has been returned 

15 Q. Okay. 11:40:32 15 to you? 11:43:02 

16 A. Specific to what they needed. 16 A. No. 

17 Q. And this -- you got your cell phone back 17 Q. Okay. I'm going to try to shorten this 

18 months ago? 18 based on your answers, so there may be some pauses. 

19 A. Yes. 19 I apologize for that. 

20 Q. Okay. Did you have any discussions with 11:40:43 20 You've already answered a lot of my 11:43:19 

21 anybody after that point in time about what was on 21 questions, and so -- 

22 your cell phone? 22 A. That's nice of you. 

23 A. I mean, only with attorneys. 23 Q. -- I apologize for that. 

24 Q. Did you have discussions with attorneys 24 A. That's all right. Apology accepted. 

25 about what was on your cell phone? 11:40:55 25 Q. Do you think that -- is it your belief 11:43:36 

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1 that -- withdrawn. 11:43:38 

2 It is your belief, correct me if I'm 

3 wrong, that AV technology represents an existential 

1 you. 11:46:44 

2 Q. All right. Who is John Bares? 

3 A. He was one of the original members of the 

4 threat to Uber's business model. 4 team in Pittsburgh. 

5 MR. CHATTERJEE: Form. 11:43:52 5 Q. You said "was." What's he doing 11:47:20 

6 MS. DUNN: Form. 6 currently? 

7 THE DEPONENT: I would say it 7 A. No. He's still -- he's still one of the 

8 differently. I would say that it is -- in order 8 original members of the team. 

9 for Uber to exist in the future, we will likely 9 Q. Okay. 

10 need to be a leader in the AV autonomous vehicle 11:44:11 10 A. But he -- his role changed. So at first 11:47:31 

11 space. 11 he was running all of the Pittsburgh operation, and 

12 Q. (By Mr. Verhoeven) And why is that? 12 now he's doing a smaller portion of it. 

13 A. Because autonomous vehicles are going to 13 Q. What was his role in -- in December of 

14 be far safer than human-driven vehicles. And a 14 2015, so at the end of the year? 

15 service that's very safe compared to human-driven 11:44:32 15 I was talking earlier about the beginning 11:47:53 

16 vehicles is going to be one that consumers want. 16 of the year. 

17 And it will also ultimately be far 17 A. Yeah. 

18 cheaper than a human-driven vehicle. And consumers 18 Q. At the end of the year, what was his 

19 that can get safer rides far cheaper are going to 19 position? 

20 be the consumer -- those consumers are going to go 11:44:52 20 A. He was -- if I recall, he was still 11:47:58 

21 to the service that provides that. 21 running the Pittsburgh operation. 

22 And if you don't provide that, I don't 22 MR. VERHOEVEN: All right. Let's mark as 

23 believe you're going to be able to sustain your 23 Exhibit 366 an Excel spreadsheet produced by Uber. 

24 business. 24 (Exhibit 366 was marked for 

25 Q. When did you recall coming to this 11:45:13 25 identification by the court reporter and is 11:48:22 

Page 162 Page 164 

1 belief? 11:45:17 1 attached hereto.) 11:48:22 

2 A. This was really late 2014. 2 Q. (By Mr. Verhoeven) Okay. Do you 

3 Q. And what did you do based on coming to 3 recognize this as an Excel spreadsheet printout? 

4 this conclusion? 4 A. I mean, I don't -- I don't know if it's 

5 A. We started our autonomous -- what we 11:45:28 5 an Excel spreadsheet, but I recognize that it's a 11:48:42 

6 called the Advanced Technology Center in 6 piece of paper that has words on it. 

7 Pittsburgh. You know, we... 7 Q. Do you recognize the format of this 

8 Q. As of January 1, 2015, what was the 8 document as a printout from a spreadsheet that Uber 

9 status of that project? 9 would have in its software? 

10 A. It was -- that was right around the time 11:45:45 10 A. No. 11:49:01 

11 when it was being put together. So I don't know 11 Q. Okay. 

12 the exact date in January of that year -- 12 A. But I see it. I see the document. 

13 Q. Okay. 13 Q. Okay. Yeah. 

14 A. -- but it was right around that year -- 14 You see at the bottom -- I know it's in 

15 or, sorry, right around that time. 11:45:54 15 small print, I apologize for that -- 11:49:11 

16 Q. And what was the -- to the extent you 16 A. That's all right. 

17 know or remember, what was the business plan about 17 Q. -- there's a bottom green line? 

18 that period of time with respect to AV? 18 A. Yeah. 

19 A. It was to get -- to build software that 19 Q. And you see it says, "Meeting with TK"? 

20 can drive safer and more cost efficiently than 11:46:15 20 A. Yup. 11:49:19 

21 traditional human-driven vehicles. 21 Q. That would be you? 

22 Q. This is one of those times I'm shortening 22 A. I assume so. 

23 the deposition. 23 Q. I will represent to you that these are 

24 A. That's all right. I'm appreciating. 24 Mr. Bares' -- this is Mr. Bares' spreadsheet -- 

25 This is one of the few times I'm going to thank 11:46:42 25 A. Okay. 11:49:33 

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1 Q. -- just so you know. 11:49:33 

2 And I will represent to you that this 

3 meeting occurred on December 22, according to 

4 Mr. Bares. 

5 A. Is this notes from a meeting or what is 11:49:42 

6 this? 

7 Q. Yes. 

8 A. Okay. 

9 Q. So if you turn the page, there is some 

10 description of notes from the meeting. 11:49:57 

11 Do you see that? 

12 A. Okay. 

13 Q. And you see it says, "TK, what we want"? 

14 A. Yeah. 

15 Q. And then it says, "Source," and goes on. 11:50:08 

16 A. Okay. Yeah. 

17 Q. Do you remember meeting with Mr. Bar -- 

18 Bares? Is it Bares? Is that how you pronounce it? 

19 A. Bares. 

20 Q. Bares. 11:50:21 

21 A. John Bares. 

22 Q. Do you remember meeting with Mr. Bares -- 

23 A. Yeah. 

24 Q. -- in or around December 22, where you 

25 discussed the subject of "What we want" in 11:50:32 

Page 166 

1 A. December 22. 11:51:24 

2 Q. -- of 2015. 

3 A. Of 2015. 

4 And do we know that this is -- I -- I 

5 just don't -- I don't know what this is referring 11:51:38 

6 to. I can't say for sure what this is about. 

7 Q. Okay. Okay. What about -- you agree 

8 that basically saying that you said, "What we 

9 want," and provides a list? 

10 MS. DUNN: Form. 11:51:51 

11 Q. (By Mr. Verhoeven) TK is you. 

12 A. I agreed that it says, "TK, what we 

13 want," but I don't know what that means. 

14 Q. Okay. What do you think -- you don't 

15 remember saying that you want all of their data? 11:52:01 

16 A. I don't even know who "they" is. 

17 Q. Okay. So you don't understand, looking 

18 at this, that this is about a potential deal with 

19 Mr. Levandowski? 

20 A. I have no idea. 11:52:19 

21 Q. You see down below, it says, "AL says"? 

22 A. Yes. It does say that, yeah. 

23 Q. Quote, AL says that our biggest threat is 

24 Google, but also doesn't have faith in Google 

25 pulling it off. 11:52:30 

Page 168 

1 connection with the deal with Mr. Levandowski? 11:50:33 

2 A. I mean, I don't remember specifically. 

3 No. I can't say it didn't happen, I just don't 

4 remember. 

5 Q. Do you remember talking about wanting 11:50:48 

6 something related to source? 

7 A. No. 

8 Q. What does source mean, in your opinion? 

9 A. I -- I don't know. 

10 Q. You don't know what Mr. Bares meant by 11:50:57 

11 that? 

12 A. No. It could be that -- I mean, there's 

13 a lot of -- I could speculate as what he meant, but 

14 I don't know what he meant. 

15 Q. What do you think -- I mean, if you were 11:51:08 

16 asked, what do you think he meant? 

17 MS. DUNN: Form. 

18 THE DEPONENT: I mean, it could be 

19 that -- I just don't know, what is the timing of 

20 this -- what is the timing of this note? Like when 11:51:16 

21 was this note made? 

22 Q. (By Mr. Verhoeven) I will represent to 

23 you it was -- 

24 A. Yeah. 

25 Q. -- December 22 -- 11:51:22 

Page 167 

1 Do you see that? 11:52:32 

2 A. I do. 

3 Q. Okay. Do you remember having a meeting 

4 in or about December 22 of 2015 where there was a 

5 discussion about a deal with AL, Mr. Levandowski, 11:52:41 

6 that you attended? 

7 A. I mean, I don't remember the specific 

8 meeting. 

9 I mean, I'm sure you could ask John about 

10 this. 11:53:11 

11 Q. I know. I'm just trying to -- 

12 A. Yeah. 

13 Q. -- get what your understanding is and 

14 what your recollection is. 

15 A. Yeah. I don't really have much. 11:53:15 

16 Q. So this document doesn't refresh your 

17 recollection? 

18 A. No. 

19 Q. Doesn't trigger anything in your memory? 

20 A. No, but I -- I do like, "He is very 11:53:21 

21 focused and unstoppable about getting things done." 

22 I like that part. 

23 Q. You like it, but you don't remember. 

24 A. No, but I definitely like that. If it's 

25 talking about me, I'm -- I'm excited. 11:53:33 

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1 Q. Now you know what people say behind your 11:53:40 

2 back. 

3 If you look down further -- 

4 A. Yeah. 

5 Q. -- just above the green horizontal line 11:53:42 

1 A. Yeah. 11:55:42 

2 Q. If you look, it's right below the little 

3 pink box, the very first pink box -- 

4 A. Uh-huh. 

5 Q. -- it says, quote, How many people are 11:55:50 

6 on this page, which is, for the record, UBER 6 you really taking? Close quote. 

7 60322 -- 7 A. Where is this? 

8 A. Hold on. 8 Q. I can point to it. 

9 Q. -- it says -- 9 A. Oh, yeah, yeah. I see it. Yeah, yeah. 

10 A. 603 -- what is this? Where is this? 11:53:50 10 Q. Okay. Do you remember any discussions 11:55:59 

11 Q. That's the control number on the bottom 11 with anyone during the December 2015 time period 

12 right-hand side. 12 about Mr. Levandowski taking a bunch of people from 

13 A. Oh, yeah, yeah, yeah, yeah. 13 Google when he left? 

14 So what am I looking at? 14 A. I remember more of that kind of 

15 Q. Just above the green horizontal line -- 11:53:57 15 discussion in the January time frame. 11:56:18 

16 A. Yes. 16 Q. Okay. 

17 Q. -- it says, "January 12, he quits." And 17 A. But -- 

18 then, "January 1 through 12 period is twitchy. He 18 Q. What do you remember? 

19 is still G employee but on trajectory out." 19 A. I remember being very aggressive about 

20 A. Yeah. 11:54:14 20 hiring great talent. 11:56:27 

21 Q. Do you see that? 21 Q. Do you remember specifically, though, 

22 A. Yeah. 22 discussions about hiring folks that were employed 

23 Q. Do you remember having any discussions in 23 by Google in the AV area as part of the deal, in 

24 December of 2015 about a date when Mr. Levandowski 24 addition to Mr. Levandowski? 

25 would quit or a period that was twitchy? 11:54:24 25 A. Generally, we were very interested in 11:56:59 

Page 170 Page 172 

1 MS. DUNN: Form. 11:54:29 1 hiring the best talent, and much of the best talent 11:57:00 

2 THE DEPONENT: I don't remember -- I 2 was at Google, for sure. 

3 mean, no. I don't -- I don't specifically remember 3 Q. And do you remember that Uber and you 

4 a discussion about that. 4 wanted to hire as many good people as possible from 

5 But I think your question said December 11:54:40 5 Google as part of this deal? 11:57:10 

6 and -- 6 MS. DUNN: Form. 

7 Q. (By Mr. Verhoeven) Yeah, 7 THE DEPONENT: I don't -- I'm not sure it 

8 December 22, 2015. 8 was part of this deal, but we were generally 

9 A. Okay. Yeah. No, I don't remember that, 9 interested and continue to be interested -- very 

10 no. 11:54:48 10 interested in hiring as many great scientists and 11:57:20 

11 Q. Do you remember you generally having 11 engineers from Google as possible -- as is 

12 discussions about a possible deal with 12 possible. And we have been very successful in 

13 Mr. Levandowski in December of 2015? 13 doing that. 

14 A. I remember deal -- sort of deal 14 Q. (By Mr. Verhoeven) Do you remember 

15 discussions more in the January time frame. 11:55:04 15 discussions with Mr. Levandowski about targeting 11:57:33 

16 Q. Did -- so you -- could they have happened 16 Google employees in the AV area, for him to bring 

17 in December as well? 17 with him or recruit after he came over to you? 

18 A. It's possible. 18 MS. DUNN: Form. 

19 Q. Well, doesn't this document show it? 19 THE DEPONENT: I remember discussions 

20 A. I don't know what the hell this document 11:55:23 20 about how we should best go about hiring the great 11:57:47 

21 is. 21 talent at Google, and figuring out what are the 

22 Q. Okay. If you turn the page. 22 best ways to do that while staying within certain 

23 A. Okay. All right. 23 legal constructs. 

24 Q. And if you look -- just for the record, 24 Q. (By Mr. Verhoeven) And when -- this is 

25 page 323. 11:55:41 25 with Mr. Levandowski, these discussions? 11:58:04 

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1 A. Sure. Yeah. 11:58:05 

2 Q. Okay. And was it -- so is it fair to say 

3 that those discussions were in the context of the 

4 AV technology? 

5 A. It wasn't about AV technology. It was 11:58:17 

6 about people and -- who are very talented in the AV 

7 space. 

8 Q. Okay. 

9 A. Yeah. 

10 Q. The AV space. 11:58:24 

11 But it was -- it was about people in the 

12 AV space. 

13 A. Yeah. 

14 Q. Okay. 

15 A. Yeah. 11:58:30 

16 Q. And how many people do you remember 

17 talking about hiring? 

18 MS. DUNN: Form. 

19 MR. CHATTERJEE: Form. 

20 THE DEPONENT: I mean, it wasn't 11:58:39 

21 typically about individuals, but more -- well, 

22 sometimes about individuals. 

23 But it was -- it was about, you know, how 

24 many great people do we think there are, what kind 

25 of process can we go through to recruit them, and 11:58:55 

Page 174 

1 THE DEPONENT: Generally, yes. 12:00:24 

2 Q. (By Mr. Verhoeven) Do you remember 

3 anybody he identified specifically? 

4 A. No, not specifically. 

5 Q. Okay. Would it surprise you if part of 12:00:28 

6 the deal included -- withdrawn. 

7 Would it surprise you if Levandowski's 

8 payments as part of the tool was conditioned upon 

9 him recruiting away from Google a certain number of 

10 Google employees in the AV space? 12:00:50 

11 MS. DUNN: Objection to form. 

12 MR. CHATTERJEE: Form. 

13 THE DEPONENT: Yeah, I don't know how 

14 that translates into the deal itself. But I'll -- 

15 you know, again, we were very up front about our 12:01:00 

16 desire to recruit great talent from Google. 

17 Q. (By Mr. Verhoeven) And that was part of 

18 what you were envisioning -- or let me withdraw 

19 that. 

20 That was part of what you hoped would 12:01:14 

21 happen in connection with Mr. Levandowski coming 

22 over. 

23 MS. DUNN: Objection to form. 

24 MR. CHATTERJEE: Join. 

25 THE DEPONENT: It wasn't just about 12:01:24 

Page 176 

1 how do we make it a reality for them to come to a 11:59:01 1 Google. It was about great talent in the space, 12:01:25 

2 place which we feel is sort of more commercially 2 period, coming from all the companies that are 

3 oriented, more sort of just works harder, you know, 

4 just a better environment to innovate in the space. 

3 working on it. 

4 Q. (By Mr. Verhoeven) But you don't 

5 Q. (By Mr. Verhoeven) Do you remember any 11:59:21 5 remember having discussions about Mr. Levandowski 12:01:32 

6 discussion about compensation to Levandowski in 6 hiring as many people as he could from Google's AV 

7 this potential deal being based on how many Google 7 space after he came over? 

8 folks in the AV space he was successful in hiring 8 MS. DUNN: Objection to form. 

9 away? 9 MR. CHATTERJEE: Join. 

10 MR. CHATTERJEE: Form. 11:59:41 10 THE DEPONENT: Generally, we wanted to 12:01:47 

11 MS. DUNN: Objection to form. 11 recruit as many great Google employees as we 

12 THE DEPONENT: I don't remember that 12 possibly could. 

13 being tied to the deal. It may have been, but I 13 We needed to figure out what were the 

14 don't remember that. 14 right processes to do that, but we were very 

15 I don't remember it being in milestones 11:59:49 15 excited about somebody -- having somebody on our 12:02:00 

16 that we ended up with. 16 team who was a visionary in the space who could 

17 But I do know that we were depend- -- for 17 attract that great talent. 

18 him to -- to come across in an ultimate deal, we 18 Q. (By Mr. Verhoeven) Okay. But do you 

19 were interested in his sense of who the great 19 remember having any -- my question was, do you 

20 people were and how we could recruit them to come 12:00:10 20 remember having any conversations about it? 12:02:15 

21 across. 21 A. I would say -- I don't remember any 

22 Q. (By Mr. Verhoeven) Do you remember 22 specific conversations, but I would generally say 

23 discussions asking him who the great people are 23 that -- I would acknowledge that conversations like 

24 during this process? 24 that occurred. 

25 MS. DUNN: Form. 12:00:23 25 Q. I direct your attention to -- back to the 12:02:32 

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1 document, Exhibit 366, and to the same page we were 12:02:33 

2 looking at. 

3 A. 336? 

4 Q. 366. This is just the exhibit number of 

1 12:04:43 

2 

3 

4 

5 the document you're looking at. 12:02:48 5 And so that was sort of the -- the range 12:04:53 

6 A. Okay. Sorry. I was looking for the 6 of things we were considering. 

7 right page. 7 Q. Okay. And what time frame would you say 

8 Q. The same page. 8 that -- is that the December/January time frame? 

9 A. Okay. Yeah. 9 A. That feels, yeah, sort of like really -- 

10 Q. And then the second-to-last line on the 12:02:54 10 it's -- the meat of that feels like January, 12:05:05 

11 page says, quote, If the sensor idea is so good, 11 possibly late December, but probably mostly 

12 why limiting scope to trucking? Close quote. 12 January. 

13 Do you see that? 13 Q. Okay. And did there come a time when you 

14 A. Yeah. 14 chose one of those options? 

15 Q. And that's talking about a LiDAR sensor? 12:03:07 15 A. Definitively, yes. 12:05:24 

16 MS. DUNN: Form. 16 Q. Which -- which one was chosen? 

17 MR. CHATTERJEE: Join. 17 A. I think we ultimately ended up in an 

18 THE DEPONENT: I -- I don't know what 18 acquisition disposition, yeah. 

19 that's about. 19 Q. And do you have any information about 

20 Q. (By Mr. Verhoeven) Do you remember 12:03:18 20 what the pros and cons of -- of the choices were 12:05:37 

21 having discussions about Mr. Levandowski's idea 21 that led Uber to arrive at that decision? 

22 about a LiDAR sensor? 22 MS. DUNN: Form. 

23 MS. DUNN: Form. 23 THE DEPONENT: Yeah. Yeah. I mean, 

24 MR. CHATTERJEE: Form. 24 generally, we would -- we would explore all the 

25 THE DEPONENT: 12:03:28 25 options and what was possible. And it wasn't just 12:05:51 

Page 178 Page 180 

1 12:03:29 1 about what we wanted. It's also about where -- you 12:05:53 

2 2 know, where they are. Could -- does -- does a 

3 3 partnership make sense or does going deeper make 

4 . 4 sense? 

5 Q. (By Mr. Verhoeven) Okay. 12:03:46 5 You know, yes, pros and cons across all 12:06:05 

6 A. I don't know if that's referring to this 6 options, of course. 

7 or not. 7 Q. (By Mr. Verhoeven) And why wasn't the 

8 Q. Okay. And what do you remember about the 8 decision just to hire Mr. Levandowski straightaway? 

9 discussion? 9 A. I mean, I would say though this was 

10 I mean, what was -- what was being 12:03:54 10 technically an acquisition, it was very much like 12:06:21 

11 pitched to you? 11 hiring him. 

12 A. 12 Q. Okay. So -- 

13 13 A. Yeah. 

14 14 Q. -- it was just structured as an 

15 12:04:05 15 acquisition. 12:06:29 

16 16 A. Yeah. It was like -- it was -- there are 

17 17 different things on acquisition. You have this 

18 18 thing called an acquihire. Then you have like an 

19 19 acquisition of a very mature company. And there's 

20 12:04:21 20 lots of stuff in between. 12:06:38 

21 21 We basically were hiring him and his 

22 22 team, but getting some -- like a sort of small 

23 23 acquisition along with it. It was sort of -- it 

24 24 was a -- it was a hybrid of the two. 

25 12:04:40 25 Q. And what was the small acquisition? 12:07:01 

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1 A. Well, I mean, he'd set up the company. 12:07:03 

2 He had, of course, recruited a team. He had -- he 

3 had -- you know, he had trucks that were -- you 

4 know, let's call them self-driving trucks, of 

5 course, with a safety driver. 12:07:18 

6 I was in one of them. Glad there was a 

7 safety driver. 

8 You know, so he was getting down that 

9 path and building something that he had a team that 

10 was passionate about, but it was early, you know. 12:07:31 

11 Q. I see. 

12 A. Yeah. I mean -- yeah. 

13 Q. What was the -- what was the benefit of 

14 doing a structure where you hired him and his team 

15 through an acquisition as opposed to just hiring 12:07:45 

16 them directly? 

17 A. Well, I mean, one was because he wanted 

18 to -- he was -- he was -- he was building 

19 something. Like we didn't come up with an 

20 agreement until, I think, April of '16. He was 12:08:02 

21 building one way or the other. Right? 

22 Q. Okay. 

23 A. So I would have loved to have hired him 

24 for $100,000 a year -- that would have been 

25 amazing -- and been able to recruit lots of 12:08:19 

Page 182 

1 A. Yeah. 12:09:21 

2 Q. Okay. 

3 A. Yeah. So I think in the December -- at 

4 some point in January he wasn't a Google employee. 

5 I'm not sure exactly what that date is. 12:09:27 

6 Q. It's January 27. 

7 A. Okay. 

8 Q. The -- so I apologize. 

9 A. That's okay. 

10 Q. So at that time he didn't have a company 12:09:38 

11 yet, right? 

12 A. Yeah. I mean, I don't know what the date 

13 was when he structured his company. I don't know. 

14 But he was certainly a Google employee at that 

15 time. 12:09:52 

16 Q. All right. So just going back, though, 

17 to that time in January -- 

18 A. Yeah. 

19 Q. -- what was the reason why either you or 

20 he wanted to do a deal that was an acquisition 12:10:01 

21 rather than just hiring him straightaway? 

22 MS. DUNN: Form. 

23 THE DEPONENT: I think he was just 

24 adamant about building a company. 

25 Q. (By Mr. Verhoeven) Well, the plan -- the 12:10:15 

Page 184 

1 wonderful engineers as well. But it's a two-way 12:08:21 1 plan was that he would build a company that would 12:10:17 

2 street. Right? The other side, of course, has to 2 be acquired by Uber, wasn't it? 

3 be excited about what they're doing. 3 MR. CHATTERJEE: Form. 

4 Q. Right. 4 MS. DUNN: Form. 

5 A. You know, they have to feel like they're 12:08:34 5 THE DEPONENT: Ultimately, in the April 12:10:25 

6 being valued at what they're worth. 6 time frame we signed an agreement to acquire -- 

7 You know, a lot of -- my understanding is 7 upon certain conditions, but essentially acquire 

8 a lot of Google employees had gotten very huge 8 his company. That was April, a few months after he 

9 bonuses. So you're just going to have a tougher 9 had left Google. 

10 time just recruiting in a situation like that. 12:08:46 10 Q. (By Mr. Verhoeven) Well, there was 12:10:39 

11 Q. Okay. 11 discussion about that structure -- 

12 A. And that's why they went and built their 12 A. Yes. 

13 company and started, because I -- they're like, 

14 Well, if, you know, we're going to start building 

13 Q. -- way back in January, right? That 

14 was -- one of the options was -- 

15 something, and if you want to be -- us to be a part 12:09:00 15 A. Yeah. 12:10:47 

16 of it, you're going to have to acquire it. 16 Q. -- instead of hiring him straight out, he 

17 Q. I apologize. I was just talking about 17 form a company, and then after a little while you 

18 the January/December time frame, but I appreciate 18 would buy the company. 

19 your answer. 19 That was discussed. 

20 A. No. 12:09:12 20 A. That -- that was discussed. 12:10:54 

21 Q. During January and December, 

22 Mr. Levandowski was still a Google employee, 

23 right -- or a Waymo employee? 

21 Q. It was discussed before he left Google, 

22 right? 

23 A. That's -- that's correct. 

24 MS. DUNN: Form. 24 Q. Okay. And that's the -- there's more 

25 Q. (By Mr. Verhoeven) One of the two. 12:09:20 25 specifics. But, generally, that's the structure 12:11:04 

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1 that ended up -- that you ended up going with, 12:11:07 

2 right? 

3 MS. DUNN: Form. 

4 THE DEPONENT: I don't know if the 

1 stomping, close quote, on Google's IP? 12:14:25 

2 MS. DUNN: Form. 

3 THE DEPONENT: I mean, these aren't my 

4 notes. 

5 structure that was talked about in January is where 12:11:12 5 Q. (By Mr. Verhoeven) I know. 12:14:30 

6 we ultimately ended up. 6 A. Right. So all I can say is that I was 

7 My guess -- just my recollection -- is 7 always very adamant about making sure that none of 

8 that things changed pretty dramatically over those 8 Google's IP ended up at Uber. 

9 three months in terms of what the structure of the 9 Q. Okay. You don't remember having this 

10 deal would look like and where we ultimately ended 12:11:23 10 discussion in December? 12:14:41 

11 up. 11 A. No. 

12 But, generally, acquiring a company that 

13 he built was certainly on the table and certainly 

12 Q. Okay. Now, turn to the same document, 

13 Exhibit 336. 

14 something we were considering. 14 Do you see those control numbers at the 

15 Q. (By Mr. Verhoeven) You were discussing 12:11:35 15 bottom there, on the bottom right? 12:14:55 

16 milestones that he would achieve before he left 16 A. Sorry. What do you want me to do right 

17 Google, right? 17 now? 

18 A. I don't know the specific dates, so I 18 Q. Do you see those control numbers? 

19 can't say for sure. 19 A. Yes. 60333. 

20 But, again, I think there were a broad 12:11:48 20 Q. I'm going to use those to help you get to 12:15:02 

21 range of discussions in the January time frame. 21 the page. All right? 

22 Q. Okay. So they could have included 22 A. Yeah. 

23 milestones? 23 Q. So using those numbers, can you turn to 

24 A. I don't know for sure. I just don't 24 page 331. 

25 know. 12:12:01 25 A. Yeah. All right. 12:15:07 

Page 186 Page 188 

1 (Discussion off the stenographic record.) 12:12:13 1 Q. And the second horizontal green -- 12:15:16 

2 Q. (By Mr. Verhoeven) All right. Going 2 A. Yeah. 

3 back to Exhibit 366, which you're looking at, same 3 Q. -- bar -- 

4 page. 4 A. Yeah. 

5 The last line says, quote, What about 12:13:23 5 Q. -- it says, "21 January meeting." 12:15:22 

6 Google's IP, worried about stomping on this, 

7 question mark. 

6 A. Yeah. 

7 Q. Do you see that? 

8 Do you see that? 8 A. Yeah. 

9 A. Yes, I do. 9 Q. And "TK" -- TK would be you, right? 

10 Q. Again, this is -- these are notes that 12:13:34 10 A. Uh-huh. 12:15:28 

11 Mr. Bares took in December of 2015. 11 Q. You have to say "yes" or "no." 

12 Do you remember having a discussion about 12 A. Yes. Yes. 

13 Google's IP in connection with the Levandowski 13 Q. And Emil, who is that? 

14 transaction in or around this time? 14 A. At the time, my head of business 

15 MS. DUNN: Form. 12:13:55 15 development. 12:15:34 

16 THE DEPONENT: I mean, I remember 16 Q. And Cam is who? 

17 generally being pretty adamant about making sure 17 A. Works for Emil, head of corporate 

18 that none of Google's IP ended up at Uber. 18 development. 

19 Q. (By Mr. Verhoeven) And how did that 19 Q. And just tell me the name. 

20 subject come up? 12:14:07 20 A. Sorry? 12:15:42 

21 A. Like if you're talking to somebody who 21 Q. Cam means -- the person's name. 

22 works at a competitor, the topic naturally comes 22 A. Cameron? 

23 up. I don't know specifically how it did. 23 Q. Yeah. 

24 Q. Do you remember why -- if it's true, do 24 A. Yeah. 

25 you remember why Uber was, quote, worried about 12:14:22 25 Q. Full name. 12:15:48 

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1 A. Cameron Poetzscher. 12:15:49 

2 Q. Okay. Same thing with Emil, what's Emil? 

3 A. Emil Michael. 

4 Q. Okay. And then what is that? Is that 

5 Bam? 12:16:03 

6 What is -- what's your understanding of 

7 Bam? 

1 you think that's being talked about here? 12:17:34 

2 MR. CHATTERJEE: Form. 

3 THE DEPONENT: I mean, anytime you're 

4 going to do -- if -- if you are going to do a deal, 

5 you need to minimize the risk in doing any deal. 12:17:46 

6 Q. (By Mr. Verhoeven) Is it -- is it the 

7 risk that Uber would be sued by Google or Waymo? 

8 A. Brian McClendon. 8 MS. DUNN: Form. 

9 Q. And then it says, "No hold - on plane." 9 THE DEPONENT: I don't know specifically 

10 A. Okay. 12:16:11 10 on this. 12:17:58 

11 Q. Do you remember a meeting in January 21st 11 Q. (By Mr. Verhoeven) Did you have 

12 with these gentlemen? 12 discussions in January about that? 

13 A. Not specifically. 13 A. Anytime we do a transaction, we're going 

14 Q. Do you remember generally meeting in 14 to have that discussion, so I would say yes. 

15 January with them? 12:16:21 15 Q. And "minimize pain," what is that in 12:18:13 

16 A. Yeah. I mean, sometime in that time 16 reference to? 

17 frame, sure. 17 MS. DUNN: Form. 

18 Q. And discussion was the deal -- potential 18 THE DEPONENT: You know, I think a lot of 

19 deal with Mr. Levandowski? 19 times when you are minimizing risk, you come up 

20 A. It may have been, yeah. 12:16:34 20 with a lot of rules and processes and bureaucracy. 12:18:21 

21 Q. This says, on the bottom line within this 21 And so you have to find a way to do the right thing 

22 meeting -- 22 while also letting people who build things continue 

23 A. Yeah. 23 to be builders. Otherwise, you're just -- you're 

24 Q. -- quote, TK's advice on legal: Tell 24 just going to get caught in bureaucracy and nobody 

25 them we are going to do it, ask how to minimize 12:16:47 25 builds anything. 12:18:43 

Page 190 Page 192 

1 risk, minimize pain. 12:16:51 1 Q. (By Mr. Verhoeven) As of January 21, you 12:18:44 

2 A. Yeah. 2 had decided that you wanted to do the deal, right? 

3 Q. Close quote. 3 MS. DUNN: Form. 

4 A. Yeah. 4 MR. CHATTERJEE: Form. 

5 Q. Did you say that during the meeting? 12:16:57 5 THE DEPONENT: I -- I can't say for sure. 12:18:49 

6 A. I don't know. I could have. I don't 6 It -- it may have been that I was super interested 

7 know. 7 in doing the deal. You know, this -- this could 

8 Q. You don't have any reason to believe 8 have been like -- like a green light, Hey, we're -- 

9 these notes are inaccurate, right? 9 we're interested in doing this, but we've got to 

10 MS. DUNN: Form. 12:17:05 10 work through some legal stuff. 12:19:00 

11 THE DEPONENT: I just don't -- I don't 11 So I don't know. 

12 know. I didn't write them, but I'm not saying, Oh, 12 Q. (By Mr. Verhoeven) Well, setting this 

13 I definitively didn't. I just don't remember. 13 down and just -- 

14 Q. (By Mr. Verhoeven) You told the team 14 A. Yeah. 

15 that, We are going to do this deal, and tell legal, 12:17:15 15 Q. -- thinking about your memory -- 12:19:05 

16 We are going to do this deal -- 16 A. Yeah. 

17 A. Uh-huh. 17 Q. -- in January -- 

18 Q. -- period, and they needed to minimize 18 A. Yeah. 

19 the risk and minimize the pain -- 19 Q. -- do you remember deciding, Hey, we want 

20 MS. DUNN: Form. 12:17:26 20 to do this deal? 12:19:12 

21 Q. (By Mr. Verhoeven) -- correct? 21 You don't have the structure yet. 

22 MR. CHATTERJEE: Form. 22 A. Yeah. 

23 THE DEPONENT: I don't know. That's 23 Q. We need to negotiate it, but I want to do 

24 possible. 24 this deal. 

25 Q. (By Mr. Verhoeven) What's the risk do 12:17:34 25 A. That feels right. 12:19:17 

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1 Q. Okay. All right. You can set that 12:19:19 

2 aside. 

3 MR. VERHOEVEN: Let's mark as Exhibit 367 

4 another spreadsheet produced by Uber. 

5 (Exhibit 367 was marked for 12:20:42 

6 identification by the court reporter and is 

7 attached hereto.) 

8 THE DEPONENT: Would you like me to read 

9 this whole document -- 

10 Q. (By Mr. Verhoeven) No. 12:21:06 

11 A. -- before questioning? 

12 Q. No, sir. 

13 I'll represent to you that this is 

14 another document from John Bares. 

15 A. Yeah. 12:21:12 

16 Q. And you see on the right-hand side 

17 there's page numbers? 

18 A. Yeah. Yeah. 

19 Q. Can you turn to page 40 -- 

20 A. Yeah. 12:21:26 

21 Q. -- which is Control No. -- 

22 A. I got it. 

23 Q. For the record, it's Control No. 60504. 

24 Are you there? 

25 A. Yeah. 12:21:43 

Page 194 

1 A. It's possible. 12:22:47 

2 Q. Okay. 

3 A. It's possible. 

4 Q. It says -- one, two, three -- four lines 

5 down, quote, Lasers, data, advice, are the three 12:22:56 

6 things. 

7 Do you see that? 

8 A. Yeah. 

9 Q. What's that referring to, if you know? 

10 MS. DUNN: Form. 12:23:07 

11 THE DEPONENT: I don't know. I mean, you 

12 should ask John. He would know. I don't -- I 

13 don't know what this is. 

14 Q. (By Mr. Verhoeven) Did Levandowski tell 

15 you that the three things he brought to the table 12:23:17 

16 were lasers, data, and advice? 

17 A. No. 

18 Q. The second-to-last line -- withdrawn. 

19 Sticking with that quote I just gave you, 

20 did you tell the folks at this meeting on 12:23:33 

21 January 4th, 2016, that lasers, data, and advice, 

22 are the three things? 

23 A. I don't know. I still don't totally know 

24 what it means. I know what lasers are. I know 

25 what advice is. I don't know, necessarily, what 12:23:55 

Page 196 

1 Q. Okay. You see at the top, on the left, 12:21:43 

2 it says, "TK, 4 January 2016." 

3 A. Yeah. 

4 Q. And TK is -- is yourself, right? 

5 A. I -- I didn't write this, but I would 12:21:56 

6 assume so. 

7 Q. Yeah. 

8 And AL would refer to Levandowski, right? 

9 A. Yeah. 

10 Q. And if you look down below the AL, to the 12:22:08 

11 rite of it, there's a number of sentences there. 

12 Do you see those? 

13 First one says, quote, TK met up with him 

14 over the weekend and is a big fan. 

15 A. Okay. 12:22:25 

16 Q. Do you see that? 

17 A. Yeah. 

18 Q. Do you remember what that's referring to, 

19 meeting up with Mr. Levandowski over the weekend -- 

20 A. I mean, I don't -- 12:22:31 

21 Q. -- in January? 

22 A. Yeah, I mean, I don't know specifics, but 

23 I don't do a deal until I'm a big fan of what -- 

24 who somebody is and what they're doing. 

25 Q. You met up with -- with Mr. Levandowski? 12:22:42 

Page 195 

1 data is being referred to here. 12:23:57 

2 Q. Okay. 

3 A. I just don't know. 

4 Q. What are lasers? 

5 A. Lasers are like a sensor that shoots 12:24:02 

6 beams into the world and gets a reflection back. 

7 Q. It's a references to LiDAR, right? 

8 MS. DUNN: Form. 

9 THE DEPONENT: Yeah. Yeah. Probably. 

10 Q. (By Mr. Verhoeven) The second-to-last 12:24:16 

11 line there says, quote, TK believes that lasers 

12 will be the longest pole, and we need access to 

13 tech. And then it says, paren, "This part is" -- 

14 and, let's see -- "This part is easy," close paren. 

15 Do you see that? 12:24:35 

16 A. Yeah. 

17 Q. Have you ever heard of something being 

18 referred to as the longest pole? 

19 A. Yeah. 

20 Q. What does it -- what's your understanding 12:24:44 

21 of what that -- what that means when someone says 

22 that? 

23 A. It means like it's going to -- like if -- 

24 if you don't -- like -- let me give you an example. 

25 Like if it were a reference to, like, 12:24:56 

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1 lasers being the longest pole, nobody, even today, 12:24:57 

2 is making lasers -- LiDAR at scale. 

3 If you're going to have a million cars on 

4 the road, there's literally nobody on the planet 

5 who's making enough lasers to put on these cars. 12:25:10 

1 necessarily for sure. There are other ways to 12:26:53 

2 do -- to work on autonomous vehicles without 

3 lasers. 

4 Q. Okay. 

5 A. But the general consensus in the 12:27:01 

6 Q. Okay. 6 industry, that not everybody agrees with, but the 

7 A. So you need to start working on something 7 general consensus, most people would agree that 

8 like scale production of lasers or a vendor who 8 doing -- that having lasers is the easier way of 

9 provides them at scale if you're going to get a 9 doing it. 

10 million cars. You could have software that works, 12:25:23 10 Q. Okay. And -- and this sentence is 12:27:12 

11 you could have all the cars, everything, but if you 11 basically saying that, right? That lasers will be 

12 don't have enough lasers to put on these cars, 12 the longest pole -- that's basically saying that 

13 these cars will not be able to drive themselves. 13 for -- for Uber lasers will be the longest pole, 

14 Q. So this sentence is basically saying, The 14 right? 

15 thing we need to work on the most is lasers and we 12:25:35 15 MS. DUNN: Form. 12:27:31 

16 need that technology. 16 THE DEPONENT: I don't think it's just 

17 MS. DUNN: Form. 17 for Uber; I think it's for anybody in the autonomy 

18 MR. CHATTERJEE: Form. 18 space. 

19 THE DEPONENT: Not exactly. 19 Q. (By Mr. Verhoeven) Okay. And then it 

20 Q. (By Mr. Verhoeven) Okay. 12:25:43 20 says, "And we need access to tech. This part is 12:27:37 

21 A. Right. So it doesn't -- 21 easy." 

22 Q. Use your words then. 22 Do you see that? 

23 A. Yeah, yeah. It doesn't mean that it's 23 A. Yeah. 

24 the thing we need to work on the most, but it means 24 Q. What's that a reference to? 

25 that if you don't -- if you don't have an effort to 12:25:50 25 A. I mean, I -- I can't say for sure. 12:27:45 

Page 198 Page 200 

1 start working on it, it could slow all the other 12:25:55 1 Q. Well, let me ask you -- 12:27:51 

2 efforts down. 2 A. Yeah. 

3 Like, you know, how to put it, it's like 3 Q. -- were you referring to Mr. Levandowski 

4 you could have a car fully built, like a new Tesla, 4 in connection with that statement, "We need access 

5 all the whiz, bam, awesome things that are on it, 12:26:10 5 to tech"? 12:27:57 

6 but if it didn't have tires, like if you couldn't 6 MS. DUNN: Form. 

7 get tires on the car, that would be your longest 7 THE DEPONENT: Well, I mean, at this time 

8 pole. 8 we're looking at a bunch of different vendors of 

9 Q. I see. 9 laser technology. 

10 A. It doesn't necessarily mean that you're 12:26:23 10 So there's -- there's like -- there's a 12:28:05 

11 going to spend all your time making tires, it may 11 company called Quanergy. There's a company called 

12 even be the tires are easy. But if you don't have 12 Velodyne. There's a company called Luminar. 

13 tires, your Tesla is going nowhere. And it's kind 13 We're looking at that, and getting access 

14 of like that. 14 to those lasers is super important, somebody who 

15 Q. Okay. So using that anal- -- using that 12:26:35 15 knows those vendors, knows the products that they 12:28:23 

16 explanation -- 16 have, and what's possible, what's not. 

17 A. Yeah. 17 Are they scaling their manufacturing or 

18 Q. -- this sentence is saying, If you don't 18 not? How does scale manufacturing of lasers work? 

19 have lasers, then you're not going to be able to -- 19 Like that's super important. So I don't 

20 to have the AV vehicle. 12:26:45 20 know -- I don't know exactly what this means, but 12:28:37 

21 MR. CHATTERJEE: Form. 21 it could be something like that. 

22 THE DEPONENT: That -- that is for sure, 22 Q. (By Mr. Verhoeven) Well, it looks like 

23 yeah. 23 this is saying, in this meeting that you're in, 

24 Q. (By Mr. Verhoeven) And -- 24 that you stated, in connection with your 

25 A. Well, it's not -- excuse me. It's not 12:26:50 25 discussions with Mr. Levandowski, that, We need 12:28:48 

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1 access to this LiDAR technology. 12:28:52 

2 MS. DUNN: Form. 

3 Q. (By Mr. Verhoeven) Is that a fair 

4 reading of this document? 

1 A. No, not exactly. I -- you know, I'm 12:30:43 

2 trying to guess what I'm -- what -- what -- how I 

3 think about these things to help you understand 

4 these notes maybe. But I think John took these 

5 MR. CHATTERJEE: Form. 12:29:01 5 notes, and I'm doing the best I can. 12:30:55 

6 MS. DUNN: Form. 6 Q. I understand. 

7 THE DEPONENT: I mean, you should ask 7 You don't have any reason to believe that 

8 John Bares. 8 these notes are inaccurate, do you? 

9 My -- my statement is -- or, sorry, my 9 A. I'm sure there's inaccuracies in here. I 

10 explanation is simply that Uber didn't -- we didn't 12:29:04 10 just -- I -- I can't say specifically. 12:31:08 

11 know much about lasers, to be honest. We knew a 11 Q. Do you see any inaccuracies over the 

12 little bit. We had some people who knew it, but 12 stuff we just went over? 

13 certainly at the leadership level, we felt like we 13 MR. CHATTERJEE: Form. 

14 needed more expertise in this. 14 MS. DUNN: Form. 

15 And, again, understanding who the vendors 12:29:21 15 THE DEPONENT: I just -- I -- I -- I 12:31:15 

16 were, who's making what, who's got a chance to 16 don't know. I don't know. I don't understand what 

17 scale manufacturing, who doesn't, should we make it 17 all that means, so it's hard to know what's 

18 ourselves, like all those questions are things that 18 inaccurate. 

19 we were only just beginning to learn how to answer. 19 Q. (By Ms. Dunn) But you don't see anything 

20 And getting people who knew that space well is 12:29:37 20 that you know is inaccurate looking at it right 12:31:26 

21 super important. 21 now? 

22 Q. (By Ms. Dunn) Why would you have said, 

23 just so I understand -- I understand you don't 

22 MR. CHATTERJEE: Form. 

23 MS. DUNN: Form. 

24 remember specifics -- 24 THE DEPONENT: My understanding of this 

25 A. Yeah. 12:29:48 25 document is inaccurate, but I just don't know 12:31:33 

Page 202 Page 204 

1 Q. -- so I'm just going to ask you, why 12:29:48 1 enough. 12:31:35 

2 would you have said in January of 2006 that -- 2 Q. (By Ms. Dunn) Just for the record -- 

3 A. '16. 3 A. Yeah. 

4 Q. '16. Thank you. 4 Q. -- is there anything in this area of the 

5 -- that laser, that -- referring to 12:29:58 5 page, which is page 40, and the reference to the 12:31:4 

6 lasers -- 6 January 4th, 2016, meeting down to -- from the top 

7 A. Yeah. 7 down to the last row before TRB panel -- do you see 

8 Q. -- that, quote, This part is easy? Close 8 that section? 

9 quote. 9 A. Yeah, yeah. 

10 MS. DUNN: Form. 12:30:06 10 Q. In that section, is there anything in 12:32:09 

11 MR. CHATTERJEE: Join. 11 there that's stated that is inaccurate, to your 

12 THE DEPONENT: Well, it maybe -- I mean, 

13 again, access to tech -- like, again, if you're 

12 knowledge? 

13 MS. DUNN: Form. 

14 talking to Quanergy and Luminar and these things, 

15 and they're vendors, and you need to assess whether 12:30:17 

14 THE DEPONENT: Look, when I look at this 

15 overall page, there are inaccuracies on here. 12:32:18 

16 those things work or not, that's not -- that's -- a 16 Q. (By Ms. Dunn) What's inaccurate? 

17 lot harder would be not using lasers. That would 17 A. "Assume TK is working for me." 

18 be a lot harder. 18 Q. Okay. 

19 Q. (By Ms. Dunn) Okay. So you don't think 19 A. I promise you, I did not work for 

20 he's referring to the access to the tech? 12:30:31 20 John Bares. 12:32:29 

21 A. Well, I just don't know -- again, I -- I 21 Q. Where is that? 

22 think you need to ask John what exactly he means by 22 A. That's on the second line after "Org 

23 this. 23 ideas." 

24 Q. You don't remember saying that at this 24 Like I -- I am absolutely certain I never 

25 meeting? 12:30:41 25 worked for John Bares. 12:32:38 

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1 Q. Okay. I was asking you about a different 12:32:39 

2 part of the page. 

3 Did you understand that my question was 

4 directed from the top of the page down to above -- 

5 immediately above where it says, "TRB panel"? 12:32:53 

6 A. No. 

7 Q. Do you see that? 

8 A. Yeah. Yeah, I see that. 

9 Q. In that section of the page -- 

10 A. I see. 12:33:03 

11 Q. -- is there anything there that you are 

12 reading now or you see now that is inaccurate? 

13 MS. DUNN: Form. 

14 MR. CHATTERJEE: Form. 

15 THE DEPONENT: I don't understand what 12:33:20 

16 each line says. 

17 Q. (By Ms. Dunn) No, I'm just asking if 

18 something stands out as being inaccurate. 

19 MS. DUNN: Form. 

20 THE DEPONENT: I can't find anything -- 12:33:26 

21 MR. CHATTERJEE: Form. 

22 THE DEPONENT: -- that I do understand 

23 that is inaccurate. 

24 Q. (By Mr. Verhoeven) Okay. Thank you. 

25 A. But I promise you, I didn't work for 12:33:34 

Page 206 

1 A. It's a -- is an internal subsidiary, but 12:37:32 

2 valued separately for some period. 

3 Q. Newco is referring to the company that in 

4 the future would be what Anthony Levandowski 

5 created, correct? 12:37:49 

6 A. That's fair. It was like a project name. 

7 Q. Okay. And what is this -- what's your 

8 understanding of what this is summarizing? 

9 A. I don't know. I have to read the whole 

10 thing. Let me see. 12:38:03 

11 Q. Let me just ask you a question and see if 

12 you can answer it. 

13 A. Okay. 

14 Q. Is this summarizing a potential deal with 

15 Mr. Levandowski in which he would form a company 12:38:35 

16 and it would be bought by Uber? 

17 A. I'm not sure who got -- I'm just working 

18 through it here. 

19 It looks like it's something along those 

20 lines. 12:39:01 

21 So I would say it appears to be. 

22 Q. Okay. 

23 A. But I haven't read the whole document, 

24 but it appears to be true, that it appears to be an 

25 accurate description. 12:39:13 

Page 208 

1 John. 12:33:36 1 Q. Okay. Do you remember discussing a deal 12:39:14 

2 (Discussion off the stenographic record.) 2 structure in or around January 5th with folks at 

3 Q. (By Ms. Dunn) Direct your attention, in 3 Uber for a potential deal with Mr. Levandowski in 

4 the same document, to -- and this is Exhibit 367, 4 which he would first form a company and then later 

5 direct your attention to page 46. 12:35:11 5 Uber would buy that company? 12:39:34 

6 A. Okay. 6 MS. DUNN: Form. 

7 Q. I'm self-editing myself, so I'm not going 7 MR. CHATTERJEE: Form. 

8 to ask you any more questions about this document. 8 THE DEPONENT: I mean, certainly in 

9 A. Okay. 9 January we had discussions about some kind of -- 

10 MR. VERHOEVEN: Let's mark as 12:36:42 10 like the different structures we could potentially 12:39:45 

11 Exhibit 368, an email from Cameron -- 11 go into in acquiring a company. 

12 Q. (By Mr. Verhoeven) How do you pronounce 12 Q. (By Mr. Verhoeven) Why would it make any 

13 her last name? 13 sense to do a structure where you agree that first 

14 A. Poetzscher. 14 Mr. Levandowski and his team would form a company 

15 MR. VERHOEVEN: -- Poetzscher to several 12:36:54 15 and then later Uber would buy that company versus 12:40:07 

16 people, including Travis Kalanick, dated 16 just hiring Mr. Levandowski and -- and his team? 

17 January 5th, 2016. 17 MR. CHATTERJEE: Form. 

18 (Exhibit 368 was marked for 18 MS. DUNN: Form. 

19 identification by the court reporter and is 19 THE DEPONENT: I mean, you would have 

20 attached hereto.) 12:37:09 20 to -- I think there's a couple of reasons. 12:40:24 

21 Q. (By Mr. Verhoeven) This is an email from 21 One is you -- you would have to come up 

22 Cameron to you and some other people, correct? 22 with some kind of -- some kind of structure to 

23 A. Yeah. Yes. 23 bring those employees in if you wanted to. 

24 Q. And what is Newco that's referred to 24 And if you didn't -- if they didn't -- 

25 there? 12:37:29 25 if -- if there are a group of people who wanted to 12:40:46 

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1 come across, but they wanted to prevent us from 12:40:49 

2 hiring each individual, I could imagine wanting to 

3 structure a company they were all a part of, and 

4 then requiring us to buy that structure in order to 

1 that didn't really happen like this, but that's 12:43:06 

2 fine. 

3 Q. Well, I guess my question was this, 

4 referring to this document, Exhibit 368, was 

5 get all of them. 12:41:02 5 discussed in January not -- not eventually, but in 12:43:23 

6 So it was almost like -- kind of 6 January in 2016. 

7 collective bargaining almost. 7 A. Yeah, but this is not the structure we 

8 Q. (By Mr. Verhoeven) Who -- who would want 8 ended -- we didn't end up with this structure. So 

9 to prevent you from hiring the people directly? I 9 this was like an option, but it doesn't seem like 

10 didn't understand. 12:41:11 10 we ended up with something that looked like this. 12:43:35 

11 A. So let's say -- let's say there was a 11 Q. I understand that. 

12 group -- let's say hypothetically you had a group 12 A. Okay. 

13 of 20 people who wanted to go start something 13 Q. Sorry. I'm just asking you, in January 

14 together, but they were getting persuaded or 14 of 2016, does this look like what was being 

15 convinced, like, hey maybe they should start that 12:41:23 15 discussed, referring to the exhibit? 12:43:44 

16 something or build that something with a 16 A. Well, I mean, the email was sent, so 

17 partnership with somebody else. 17 yeah. 

18 Q. Okay. 18 MR. VERHOEVEN: Before we do another 

19 A. Those folks might be really, really 19 document, do we need a break? 

20 worried about us talking to each of the individuals 12:41:34 20 THE DEPONENT: Yes. 12:44:00 

21 and getting a far better deal for us by picking 21 MR. VERHOEVEN: All right. Let's go off 

22 them off one a time versus being forced to do the 22 the record. 

23 whole thing at once. Right? 23 THE VIDEOGRAPHER: Okay. Going off the 

24 Q. Did Mr. Levandowski, was he pushing this 24 record. The time is 12:43. 

25 structure? Do you remember? 12:41:55 25 (Recess taken.) 12:44:28 

Page 210 Page 212 

1 MR. CHATTERJEE: Form. 12:41:59 1 THE VIDEOGRAPHER: This marks the 01:21:15 

2 THE DEPONENT: I mean, generally, he was 2 beginning of DVD No. 3 in the deposition of 

3 not -- he was not okay or in any way tolerant of a 3 Travis Kalanick. Going back on the record. The 

4 situation where we hired individuals. 4 time is 1:21. 

5 Q. (By Mr. Verhoeven) And what did he say 12:42:08 5 (Exhibit 369 was marked for 01:21:23 

6 to you about that? 6 identification by the court reporter and is 

7 A. He said, I'm going to start a company. 7 attached hereto.) 

8 It's going to be a trucking company. 8 MR. VERHOEVEN: I would like to mark as 

9 I mean, eventually, he got there. He had 9 Exhibit 369 an email from Cameron Poetzscher? 

10 a lot of different options at the beginning, a lot 12:42:17 10 A. Poetzscher. 01:21:35 

11 of different areas he was exploring. 11 Q. Poetzscher? 

12 And if you want -- if you want access to 12 A. Yeah. 

13 this kind of talent, you're going to have to buy 13 Q. To -- Mr. Kalanick and some other folks, 

14 the whole thing. Kind of all or nothing. 14 January 9th, 2016. What is "Project Dollar Sign"? 

15 Q. And this was -- is it your recollection 12:42:33 15 A. I think that's referring to this project. 01:22:13 

16 that -- 16 Q. Why was it called Project Dollar Sign? 

17 A. Yeah. 17 A. Because I -- I started calling this -- I 

18 Q. -- this was discussed in or around 18 started talking about Uber super-duper. 

19 January 5th of 2016 with him? 19 Q. Uber super-duper? 

20 A. I mean, this sort of describes a 12:42:41 20 A. Uber super-duper, which was U.S.D., and 01:22:37 

21 structure that we would acquire, but it's -- 21 dollar sign just seemed like a more fun way of 

22 it's -- it's -- it doesn't look like where we 22 doing it. 

23 ultimately ended up. 23 Q. And why did you call it Uber super-duper? 

24 So I don't know -- I mean, I think things 24 A. I don't know. 

25 changed over time, but this is one potential thing 12:42:57 25 Q. You thought it was a super-duper deal? 01:22:49 

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1 A. Yeah, I just -- you know, I'm always 01:22:51 

2 having fun. 

3 Q. Okay. This is an email that you received 

4 on January 9th, 2016, correct? 

1 it is. I am not sure. 01:25:18 

2 Q. (By Mr. Verhoeven) Do you -- they refer 

3 to compensation, right? 

4 A. Again, I don't know. I just don't -- I 

5 A. Yeah. Yeah, I think so. Yeah. 01:23:01 5 don't know. 01:25:29 

6 Q. And it states, "He came back to us with 6 Q. Well, setting down the document, was it 

7 proposed milestones yesterday. See attached." 7 your understanding -- you -- you remember a 

8 Do you see that? 8 discussion of milestones, right? 

9 A. Yeah. 9 A. Yes. 

10 Q. And below that email, it's -- it's in 01:23:16 10 Q. And you remember that the milestones 01:25:4 

11 response to an earlier email from yourself, 11 would be associated with the compensation as part 

12 correct? 12 of the deal, right? 

13 A. Yeah. 13 A. Yes. 

14 Q. And that's dated same day; it's 14 Q. Okay. 

15 January 9th, 2016? 01:23:25 15 A. Yes. 01:25:51 

16 A. Yeah. 16 Q. So you don't have any reason to believe 

17 Q. And you sent that email, correct? 17 those percentages aren't associated with the 

18 A. Looks like it, yes. 18 compensation, right? 

19 Q. Do you remember discussing milestones -- 19 MS. DUNN: Form. 

20 negotiating milestones with Mr. Levandowski in 01:23:37 20 MR. CHATTERJEE: Form. 01:25:59 

21 January -- in or about January 9 of 2017? 21 THE DEPONENT: I -- I don't know 

22 A. I know people were talking about 22 what they -- what they refer to. They -- they 

23 different structures, and milestones was certainly 23 could very well refer to that. 

24 one of them. And I wasn't involved in the details 24 Q. (By Mr. Verhoeven) Okay. You can set 

25 on this, but certainly, it looks like, being kept 01:23:54 25 that document aside. 01:26:20 

Page 214 Page 216 

1 abreast of it. 01:24:01 1 A. Okay. 01:26:22 

2 Q. And if you turn to the next -- the back 2 MR. VERHOEVEN: I would like to mark as 

3 page that has the list of draft milestones. 3 Exhibit 370 an email string bearing Control Numbers 

4 Do you see that? 4 60147 through 156. 

5 A. Yeah. 01:24:07 5 (Exhibit 370 was marked for 01:26:50 

6 Q. Is that what it looks like to you? 6 identification by the court reporter and is 

7 MR. CHATTERJEE: Form. 7 attached hereto.) 

8 THE DEPONENT: Yeah. It looks like 8 Q. (By Mr. Verhoeven) Mr. Kalanick, I don't 

9 different types of milestones. 9 want you to read this whole thing -- 

10 Q. (By Mr. Verhoeven) Well, this was sent 01:24:30 10 A. Okay. 01:27:07 

11 to you in January, right? 11 Q. -- but feel free to familiarize yourself 

12 A. Yeah. Yes. 12 with the string. I am going to have a question on 

13 Q. And at this time, Mr. Levandowski was 13 the page that bears Control Number 150? 

14 still a Google employee, right? 14 A. Okay. Okay. 

15 A. Yeah, I believe so. 01:24:42 15 Q. And there's an email from 01:27:29 

16 Q. And this was contemplating an acquisition 16 Cameron Poetzscher to Emil Michael, and you are 

17 of a company to be formed in the future, correct? 17 cc'd on it. It is dated January 20th, 2016. 

18 A. I think so, yeah. 18 Do you see that? 

19 Q. And then these are milestones that 19 A. Yeah. I think it's from Emil to Cameron. 

20 Mr. Levandowski and his group would need to achieve 01:25:00 20 Q. I'm directing you just to the bottom. 01:27:49 

21 in order to get the percentage compensations listed 21 A. Oh, I see. Sorry. I missed that. Yeah. 

22 on the right, correct? 22 Q. You see that one? 

23 MS. DUNN: Form. 23 A. Yeah. 

24 THE DEPONENT: Yeah, I don't know what 24 Q. Go ahead and read that to yourself, the 

25 the percents are on the right. That might be what 01:25:15 25 text. 01:28:00 

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1 A. Okay. 01:28:21 

2 Q. There's another paragraph to it, but... 

3 A. Oh. 

4 Q. Okay. Going back to the first paragraph 

5 on May 25 -- this -- sticking with this email -- 01:28:39 

6 A. Uh-huh. 

7 Q. -- do you see where it says ? 

8 A. Yeah. 

9 Q. That's

10 A. Yeah. 01:28:48 

11 Q. What -- what is your under- -- well, you 

12 were involved -- I take it you were involved in 

13 this discussion with your management team about 

14 negotiating the financial terms of the deal with 

15 Mr. Levandowski? 01:29:02 

16 A. Yeah, that's true. 

17 Q. Okay. Can you tell me what this 

18 is in reference to? 

19 A. I don't know. I don't know for sure. 

20 It's -- 01:29:13 

21 Q. 

22 

23 A. 

24 Q. Yeah. So you interpret this 

25 01:29:26 

Page 218 

1 the deal? 01:30:35 

2 A. I don't remember specifically. 

3 Q. Okay. Would you agree that 

4 at this time, would be a lot of money for 

5 25 people? 01:30:47 

6 MS. DUNN: Form. 

7 THE DEPONENT: Well, I think it's very 

8 much dependent upon how that compensation is 

9 structured. 

10 Q. (By Mr. Verhoeven) Okay. But -- all 01:31:02 

11 right. That's a fair -- I will move on. 

12 You can go to a new exhibit -- 

13 A. What's that? 

14 Q. You can put that aside. 

15 A. Okay. 01:31:16 

16 MR. VERHOEVEN: Let's mark as Exhibit 371 

17 an email string bearing Control Numbers 60665 -- 

18 Uber 60665 through 676. 

19 (Exhibit 371 was marked for 

20 identification by the court reporter and is 

21 attached hereto.) 

22 Q. (By Mr. Verhoeven) Now, this is a long 

23 string. Feel free to familiarize yourself with it 

24 to the extent you need to. 

25 My question -- my first question concerns 01:32:21 

Page 220 

1 01:29:29 1 the email on page 665 through 666, on the bottom of 01:32:27 

2 Q. And that's the way you were negotiating 

3 with Mr. Levandowski at this time? 

2 665, from Cameron, where it says, 

3 "Cameron Poetzscher wrote..."? 

4 A. It -- yeah, probably. I mean, I -- I -- 4 A. Yeah. Okay. What about it? 

5 my understanding, we ended up different than what 01:29:38 5 Q. If you go to the end, it says, "Jeff, I 01:32:53 

6 this is sort of contemplating. But that appears to 6 think we need to do some quick work on per capita 

7 be what's going on here. 7 equity for these guys versus other recent hires to 

8 Q. And then if you look up to the top email 8 show them their math is wrong on not getting a 

9 on page 150, that's an email from Emil Michael to 9 sufficient premium to off-the-street folks." 

10 Cameron Poetzscher, and cc'ing yourself, correct? 01:29:54 10 Do you see that? 01:33:15 

11 A. Yeah. 11 A. Uh-huh. 

12 Q. And Emil says, "But that's" -- all caps 12 Q. That's referring to -- where it says 

13 -- "a LOT of money for 25 people. A lot." 13 "them," that's referring to Mr. Levandowski and his 

14 Do you see that? 14 team? 

15 A. Yeah. Yeah. 01:30:08 15 A. Yeah. I mean, that seems about right. 01:33:28 

16 Q. Do you remember having any discussions 16 Q. And they were demanding a premium over 

17 with Mr. Michael about this payment and whether it 17 people you could just buy in the industry? 

18 was too much? 18 MS. DUNN: Form. 

19 A. I don't remember specific conversations, 19 THE DEPONENT: I think there's a 

20 but I think also it -- it may have been a 01:30:18 20 difference between when you just hire individuals 01:33:39 

21 misunderstanding of the structure of the deal 

22 itself, due to a -- a misunderstanding of the 

23 structure of the deal. 

21 that come in through resumes, your job Website, 

22 versus a group of people who have worked together, 

23 you know. 

24 Q. Did you have a discussion with 24 Q. (By Mr. Verhoeven) What extra value does 

25 Mr. Michael about any misunderstanding he had of 01:30:32 25 that give you? 01:33:54 

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1 A. It means you can -- you get a team of 01:33:56 

2 people that work together, you are going to -- you 

3 are going to -- you are going to move faster. You 

4 are going to be able to build and innovate faster 

5 than you otherwise would. 01:34:10 

6 Q. And why is that? 

7 A. Like, if you take somebody in, and they 

8 are used to working one way, they put on a team 

9 that's used to working another way. Everybody has 

10 to get to know each other. It just takes a lot of 01:34:24 

11 time to get people gelling as a team. 

12 Q. Did you have any discussions with 

13 Mr. Levandowski or his team concerning his request 

14 for premium over off-the-street folks? 

15 MS. DUNN: Form. 01:34:43 

16 THE DEPONENT: I mean, this whole deal 

17 was about a premium over off-the-street folks. I 

18 mean, the whole deal was about how do -- how does 

19 Uber bring on a large group -- as large as possible 

20 group of people that are super talented in the 01:34:58 

21 space -- in a space that is, you know, getting more 

22 and more interest from more and more big tech 

23 companies, where talent -- there's not a lot of 

24 talent that -- that has the experience in the 

25 space. 01:35:14 

Page 222 

1 would do things that were dumb and make mistakes; 01:36:15 

2 whereas, the person with experience would know 

3 that's not the way you want to go; you want to go 

4 somewhere else, right? 

5 MS. DUNN: Objection to form. 01:36:24 

6 THE DEPONENT: The toy manufacturer would 

7 have to do a lot of research, understanding sort of 

8 industry-known techniques for building cars; 

9 whereas, the person who is already in the 

10 car-building industry already knows those basics. 01:36:38 

11 Q. (By Mr. Verhoeven) But, here, we are 

12 talking about folks in the AV tech industry versus 

13 folks in the AV tech industry, right? 

14 MR. CHATTERJEE: Form. 

15 MS. DUNN: Objection to form. 01:36:55 

16 THE DEPONENT: I don't know if that's 

17 clear; but, certainly, getting a team of people 

18 together that's worked -- that's some of the best 

19 experts in the world, and get them on board, 

20 working as a team as quickly as possible, is 01:37:09 

21 incredibly valuable. 

22 I mean, you look at the deals that were 

23 going on at this time. You have, like a cruise 

24 deal that was in, like, the billion-dollar range. 

25 You have companies like Amazon, Apple, others sort 01:37:19 

Page 224 

1 So we felt that it was important to move 01:35:16 1 of sniffing around, bringing on talent at, like, 01:37:23 

2 fast on talent and that that was worth a premium. 2 exorbitant rates. 

3 Q. (By Mr. Verhoeven) They knew what to do 3 And to be honest, if you just look at any 

4 and what not to do? 4 scan of AV acquisitions or machine learning or 

5 MR. CHATTERJEE: Form. 01:35:26 5 other types that are related, the kinds of 01:37:38 

6 MS. DUNN: Form. 6 acquisitions and the kind of premium that the 

7 THE DEPONENT: I mean, look, if I were -- 7 talent is getting right now, it's not really 

8 if I were in the car manufacturing business, I 8 disputable that that's just normal. 

9 would do better for myself to hire people who are 9 Q. (By Mr. Verhoeven) Why are they getting 

10 in the car manufacturing business versus somebody 01:35:43 10 such a premium? 01:37:50 

11 who builds toys for kids. 11 A. Because they are in high demand. 

12 Right? 12 Q. Well, that begs the question: Why are 

13 Q. (By Mr. Verhoeven) Right. 13 they in high demand? 

14 A. Because they know they have experience 14 A. What's that? 

15 doing the things that they are going to be doing. 01:35:52 15 Q. Why are they in high demand? 01:37:59 

16 And that's typically how hiring works. 16 A. Because, like, there are only so many 

17 Q. They would know how to proceed; whereas, 

18 the person that was the toy manufacturer, I think 

17 people who are really good at machine learning as 

18 it relates to perception software, and there's a 

19 you said, would not, correct? 19 lot more demand for those people than there is 

20 A. Yeah. They just have -- 01:36:06 20 people that can do it. And so the price goes up. 01:38:18 

21 MR. CHATTERJEE: Form. 21 Q. Did Mr. Levandowski's group offer a 

22 MS. DUNN: Objection to form. 22 better -- higher value to you than some other group 

23 THE DEPONENT: Sorry. Yeah, they have 23 in the AV industry? 

24 experience in that space. And that's important. 24 MS. DUNN: Form. 

25 Q. (By Mr. Verhoeven) The toy manufacturer 01:36:14 25 MR. CHATTERJEE: Form. 01:38:30 

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1 THE DEPONENT: I mean, this was just a 

2 high-quality team. 

3 Q. (By Mr. Verhoeven) Well, you thought it 

4 was the highest quality around, right? 

5 A. I think that -- so at that -- yeah, at 01:38:43 

01:38:32 1 string of emails. So if you need to, feel free to 01:41:41 

2 review it to get context. I am not going to ask 

3 you about the whole thing. 

4 A. But you want to -- should I read it? 

5 Q. No. I'm just letting you know, if you 01:41:52 

6 the time, I was -- I was convinced that Anthony was 

7 one of the best minds in the world in autonomy. 

6 want to. It said this with all of the emails, 

7 beginning with the strings. 

8 And I still think that is probably the case. 8 A. Okay. Just give me a second. 

9 Q. Direct your attention to page -- with the 9 Q. Just for your information, it is on 

10 Control Number 668. And I want to ask you a 01:39:02 10 page 3620. 01:42:17 

11 question about the top email -- 11 A. Okay. Just give me a second to read 

12 A. Uh-huh. 12 through this. 

13 Q. -- from Jeff Holden. 13 MS. DUNN: Take the time you need. 

14 Do you see that? 14 THE DEPONENT: Okay. 

15 A. Yeah. Yeah. 01:39:20 15 Q. (By Mr. Verhoeven) Direct your attention 01:44:02 

16 Q. And he says, "Travis' guidance on this 16 to the page bearing 3620? 

17 was to move as fast as possible and to try to get 17 A. Yup. 

18 the definitive docs signed by a few days after he's 18 Q. At the bottom, there's an email from 

19 back if the office." 19 Cameron Poetzscher, dated January 27th, in which 

20 A. Yeah. 01:39:36 20 you are cc'd. 01:44:18 

21 Q. Do you remember pushing to get the deal 21 Do you see that? 

22 done as fast as possible? 22 A. Yes. 

23 A. I do that with every deal. 23 Q. And it says, "We have a tentative deal 

24 Q. So -- so do you remember it? 24 with respect to Newco." 

25 A. No, but that doesn't surprise me. 01:39:50 25 Do you see that? 01:44:27 

Page 226 Page 228 

1 Q. Okay. And why would you want to have the 01:39:53 1 A. Oh, yeah. Yeah, I see that. 01:44:28 

2 deal done as fast as possible? 2 Q. And that's a reference -- Newco is a 

3 A. Deals don't happen when you take too much 

4 time. 

3 reference to the Anthony Levandowski structure, 

4 right? 

5 Q. Why? 01:40:05 5 MS. DUNN: Form. 01:44:38 

6 A. I don't know. It's just a human thing. 6 THE DEPONENT: I think we just called -- 

7 Q. What happens to break them down if they 7 we just called the deal Newco. 

8 take too long? 8 Q. (By Mr. Verhoeven) Okay. So it's a 

9 MS. DUNN: Form. 9 reference to the deal with Anthony Levandowski? 

10 MR. CHATTERJEE: Form. 01:40:32 10 A. Yeah. 01:44:45 

11 THE DEPONENT: They maybe get an offer 11 Q. Okay. And at the bottom, it says, 

12 from another -- from another company that's 12 

13 interested in them. Maybe they lose interest in 13 

14 working with you. Maybe they think that you are 14 Do you see that? 

15 not interested. I mean, it could be a whole host 01:40:39 15 A. Yeah. 01:44:58 

16 of reasons. 16 Q. So what -- that's referring to 

17 Q. (By Mr. Verhoeven) You can put that 17 

18 exhibit away. 18 A. Yeah. 

19 MR. VERHOEVEN: I would like to mark as 19 Q. 

20 Exhibit 372 an email string bearing Control Numbers 01:41:08 20 01:45:10 

21 Uber 63618 to 622. 21 

22 (Exhibit 372 was marked for 22 A. I think it's that; plus, they need to hit 

23 identification by the court reporter and is 23 milestones. 

24 attached hereto.) 24 Q. Okay. At this point, the milestones are 

25 Q. (By Mr. Verhoeven) Again, this is a 01:41:41 25 agreed, according to this document, correct? 01:45:23 

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1 A. That's what it appears to be. 01:45:26 

2 Q. Okay. It says, "As part of the deal, 

3 Levandowski wants to report directly to you." 

1 talking to us about working with us or talking to 01:47:40 

2 us and then going back to Google and telling him -- 

3 telling them everything that he learned by talking 

4 Do you see that sentence? 4 to us. 

5 A. Yeah. 01:45:36 5 Q. (By Mr. Verhoeven) And you didn't want 01:47:51 

6 Q. It's right above the milestone sentence? 6 him to do that? 

7 A. Yeah, I see it. 7 A. No. 

8 Q. What is your understanding of what his 8 Q. Why not? 

9 reasons were for that? 9 A. Because we try to keep our -- what we do 

10 A. Everybody wants to report to me. 01:45:44 10 confidential. 01:47:58 

11 Q. Just that he would have access to you; is 11 Q. Was one reason that you didn't want him 

12 that your understanding? 12 to do that because you were -- you thought Google 

13 A. Yeah. It's one of the hardest parts of 13 might object or take action? 

14 my job, is convincing people not to work for me. 14 MS. DUNN: Form. 

15 Q. Okay. If you look at the last 01:45:55 15 MR. CHATTERJEE: Form. 01:48:11 

16 paragraph of this email? 16 THE DEPONENT: You know, look, if we are 

17 A. Mm-hm. Yeah. 17 talking to a bunch of employees of Google about 

18 Q. It says, "We should not let Salesky know 18 coming over to Uber, you don't go over to Google 

19 anything further about this," and then it goes on. 19 and say, hey, I'm talking to your employees. 

20 Do you see that? 01:46:09 20 Right? 01:48:25 

21 A. Yeah, Salesky. 21 Q. (By Mr. Verhoeven) Fair enough. 

22 Q. Who is Salesky? 22 A. It's just a normal thing. 

23 A. He -- he has his own autonomy start-up at 23 Q. But the reason you don't do that is 

24 this point. He used to work -- 24 because they would get upset, correct? 

25 Q. What's -- what's his name, first name? 01:46:22 25 MS. DUNN: Form. 01:48:33 

Page 230 Page 232 

1 A. I don't remember. He's always been 01:46:23 1 THE DEPONENT: Yeah. Either they get 01:48:33 

2 referred to as Salesky. I've never met him in 2 upset, or they get -- they find ways to retain 

3 person. 3 those people versus them moving to another company. 

4 Q. Okay. 4 Q. (By Mr. Verhoeven) And at the bottom, it 

5 A. But he has his own autonomy start-up. He 01:46:30 5 says, "I am quite worried about what he may say to 01:48:46 

6 used to work for Google. 6 Larry." 

7 Q. I see. 7 Do you see that? 

8 A. Yeah. And he was talking -- there were 8 A. Yeah, I do. 

9 some conversations, if I understand -- I never met 9 Q. That's a reference to Larry Page? 

10 him -- but there were some conversations between 01:46:46 10 A. Likely. 01:48:55 

11 him and our team around the same time. 11 Q. You can put that one away. 

12 Q. And then -- 12 A. Okay. 

13 A. Lots of people were looking to leave 13 MR. VERHOEVEN: Let's mark as Exhibit 373 

14 Google at this time. And most of their top people 14 an email dated January 26th, 2016 from 

15 were leaving. 01:47:02 15 Cameron Poetzscher to Travis Kalanick. 01:49:19 

16 Q. And what is your understanding of why -- 16 (Exhibit 373 was marked for 

17 if you have one, why Cameron is saying that Uber 17 identification by the court reporter and is 

18 shouldn't let him know anything about this deal? 18 attached hereto.) 

19 MS. DUNN: Form. 19 Q. (By Mr. Verhoeven) This is an email from 

20 THE DEPONENT: Because Salesky was -- my 01:47:16 20 Cameron to you, dated January 28th, 2016, correct? 01:49:50 

21 understanding -- again, I've never met him, but my 21 A. Looks like it, yes. 

22 understanding of the meetings they had with him, 22 Q. And the subject is Newco? 

23 you could never quite trust him. 23 A. Yes. 

24 And so he was talking to us about working 24 Q. And it is -- it says, "Did you tell 

25 with us in some way. We weren't sure if he was 01:47:35 25 Anthony that you would indemnify them if they get 01:50:03 

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1 sued by G as part of or after the deal?" 01:50:07 1 Do you see that? 01:53:16 

2 Do you see that? 2 A. Yeah. 

3 A. Yeah. 3 Q. Do you remember having a meeting -- 

4 Q. G refers to Google? 4 A. Yeah. 

5 A. Likely. 01:50:16 5 Q. -- with Mr. Levandowski or his people -- 01:53:19 

6 Q. Do you remember this email? 6 A. Yeah. 

7 A. No. 7 Q. -- in or about March 11th -- 

8 Q. Do you remember talking with Cameron 8 A. Yeah. 

9 about indemnifying Mr. Levandowski if he got sued 9 Q. -- 2016? 

10 by Google as part of the deal that you were talking 01:50:29 10 A. Yeah, yeah. This -- this is actually the 01:53:27 

11 with him about? 11 meeting -- this is the meeting we were referring to 

12 MS. DUNN: Form. 12 earlier. 

13 THE DEPONENT: I don't remember that, no. 13 Q. About the five discs? 

14 Q. (By Mr. Verhoeven) Did you, in fact, 14 A. Yeah, correct. Or the discs, generally, 

15 tell Anthony that you would indemnify his group if 01:50:40 15 yes. 01:53:38 

16 they got sued by Google as a result of the deal? 16 Q. Yeah. Okay. It says -- if you look at 

17 A. I don't remember that specifically. 17 the little dash bullets -- 

18 Q. Do you have any reason to believe you did 18 A. Yeah. 

19 not? 19 Q. -- with the little dashes on them -- 

20 A. I just don't remember. 01:50:57 20 A. Yeah. 01:53:46 

21 Q. It says, "They are under that 21 Q. -- the last dash bullet says, "Number of 

22 impression." 22 diligence employees for forensic diligence." 

23 Do you see that? 23 A. Yeah. 

24 A. Uh-huh. 24 Q. Does that refresh your recollection about 

25 Q. That's a yes? 01:51:06 25 any discussions that there would be diligence 01:53:59 

Page 234 Page 236 

1 A. Yes. Sorry. Yes. 01:51:07 1 employees that Stroz would conduct forensic 01:54:03 

2 Q. They are under that impression because 2 diligence on? 

3 they think you told him that, right? Is that how 3 A. It certainly refreshes my memory of what 

4 you read this? 4 the topics of the meeting were sort of about. 

5 A. It looks like they are under the 01:51:18 5 Q. What was the forensic diligence going to 01:54:17 

6 impression that they would get indemnified if they 6 be on? 

7 were sued by Google. It doesn't appear to be that 7 A. Yeah, it was going to be on this -- you 

8 they were under the impression that I told them. 8 know, the -- the group of people we were doing the 

9 Q. Okay. And you have no recollection of 9 transaction with. 

10 any of this? 01:51:35 10 Q. Did the discussion of doing a forensic 01:54:31 

11 A. I -- I don't. 11 diligence -- withdrawn. 

12 Q. Do you have any recollection of 12 Was the discussion of doing forensic 

13 discussing indemnification as part of the deal? 13 diligence the result of Mr. Levandowski's 

14 A. No. 14 disclosure that he had discs that contained Google 

15 MR. VERHOEVEN: I'm going to mark as 01:51:45 15 information? 01:54:47 

16 Exhibit 374 a meeting notice on Google Calendar 16 A. I think my understanding is, we were 

17 bearing Control Number UB1424. 17 doing that diligence regardless of that disclosure. 

18 (Exhibit 374 was marked for 18 Q. Okay. Did someone tell you that at this 

19 identification by the court reporter and is 19 meeting? 

20 attached hereto.) 01:52:43 20 A. I don't know. I don't know. 01:55:01 

21 Q. (By Mr. Verhoeven) You see this is a 21 Q. But you don't believe that, at this 

22 calendar note, dated March 11, 2016 to yourself? 22 meeting, there was any discussion of doing forensic 

23 A. Yeah. Yup. I see that, yes. 23 diligence as a result of Mr. Levandowski's 

24 Q. Okay. And under "More Details," it says 24 disclosure that he had files containing Google 

25 "Newco meeting with principals." 01:53:11 25 information? 01:55:16 

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1 A. My recollection is, his disclosure came 01:55:18 1 of the fact that, as part of the deal, there would 01:57:31 

2 at the end of the meeting. 2 be forensic diligence on his devices? 

3 Q. So it was after the discussion of 3 MS. DUNN: Form. 

4 diligence employees and forensic diligence? 4 THE DEPONENT: This was -- I remember 

5 A. That's my assumption. My -- you know, 

6 it's been a long time since the meeting. I -- 

01:55:29 5 that being at the end of the meeting. So I don't 01:57:45 

6 know if we talked about the number of the diligence 

7 that's my best guess. 7 employees. I don't remember. But if we did cover 

8 Q. What do you remember about a discussion 8 all of this, then it would have come after that. 

9 of the number of diligence employees in forensic 9 Q. (By Mr. Verhoeven) Okay. You can put 

10 diligence at this meeting? 01:55:42 10 that away. 01:57:59 

11 A. I don't remember anything about it. 11 MR. VERHOEVEN: Let's mark -- let's mark 

12 Q. Why is it that you remember the 12 as Exhibit 375 an email dated March 21, 2016 from 

13 disclosure of the files that had Google information 13 Cameron Poetzscher to Travis Kalanick, bearing 

14 on them at this meeting, but not the discussion of 14 Control Numbers Uber 60643 through 644. 

15 forensic diligence? 01:55:56 15 (Exhibit 375 was marked for 01:58:38 

16 MR. CHATTERJEE: Form. 16 identification by the court reporter and is 

17 MS. DUNN: Form. 17 attached hereto.) 

18 THE DEPONENT: Some things in a meeting 18 Q. (By Mr. Verhoeven) You will see that the 

19 are more eventful and memorable than others. 19 attachment to this document has been withheld for 

20 Q. (By Mr. Verhoeven) So it was more 01:56:04 20 privilege. 01:59:10 

21 memorable to you that he disclosed that? 21 Do you see that? 

22 A. For sure. 22 A. Yeah. Yeah, I see that. 

23 Q. What was your reaction when he disclosed 23 Q. And for the record, we object to that 

24 it at this meeting? 24 fact and intend to move to compel that. 

25 MR. CHATTERJEE: Form. 01:56:14 25 The -- the attachment said -- or the 01:59:24 

Page 238 Page 240 

1 THE DEPONENT: My reaction was that no 01:56:15 1 email on the attachments line, it says, 01:59:26 

2 files -- no content from his former employer can 2 "Project Zing, timing update." 

3 come to Uber under any conditions and that he 3 Do you see that? 

4 needed to talk to an attorney to figure out how to 4 A. Yeah. 

5 properly do that. 01:56:27 5 Q. What does Project Zing refer to? 01:59:36 

6 Q. (By Mr. Verhoeven) Why -- why did he 6 A. No idea. 

7 tell you that he had those files at this meeting? 7 Q. Is that another name for the deal with 

8 MS. DUNN: Form. 8 Mr. Levandowski? 

9 MR. CHATTERJEE: Form. 9 A. I have no idea what it is. 

10 THE DEPONENT: He probably felt like we 01:56:48 10 Q. Well, this was sent to you, right? 01:59:50 

11 were going to find out one way or another. 11 A. Correct. 

12 Q. (By Mr. Verhoeven) Do you remember what 12 Q. It says in the first paragraph, "They 

13 he said one way or the other? 13 were supposed to get us their diligence materials 

14 MR. CHATTERJEE: Form. 14 by last Sunday night, and we only got Anthony's 

15 THE DEPONENT: I am sorry. I didn't 01:57:00 15 questionnaire on Friday and are still waiting on 02:00:06 

16 understand the question. 16 three other employees, also still waiting on the IP 

17 Q. (By Mr. Verhoeven) Do you remember what 17 diligence info from them." 

18 he said one way or the other at this meeting? 18 Do you see that? 

19 A. I don't remember specifically what he 19 A. I do. 

20 said, but I remember, generally, him making some 01:57:07 20 Q. So does this refresh your recollection 02:00:18 

21 kind of disclosure about having some kind of either 21 that Project Zing concerned the deal with 

22 backup disc or some kind of content that was from 22 Anthony Levandowski? 

23 his former employer. It was like backup data from 23 A. I mean, I assume it had something to do 

24 former employer, something like that. 24 with that. I just don't remember anything about 

25 Q. And that was after the discussion of -- 01:57:30 25 anything called Project Zing. 02:00:33 

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1 Q. Do you remember getting this email? 02:00:40 

2 A. No. 

3 Q. Do you remember hearing that 

4 Mr. Levandowski and his team were late on getting 

5 diligence materials to the Stroz people? 02:00:51 

6 A. Say that question again, please. 

7 Q. Do you remember hearing that 

8 Anthony Levandowski and his team were late in 

9 getting their materials to the Stroz people? 

10 MR. CHATTERJEE: Object to the form. 02:01:12 

11 MS. DUNN: Form. 

12 THE DEPONENT: I don't remember. 

13 Q. (By Mr. Verhoeven) Okay. Do you 

14 remember the part of the diligence concerning IP? 

15 A. I know that there was diligence and that 02:01:30 

16 IP diligence is a big part of any diligence that 

17 you do in a transaction. 

18 Q. It says, "Also still waiting on the IP 

19 diligence info from them." 

20 Do you see that? 02:01:44 

21 A. I do. 

22 Q. What was that referring to? 

23 A. I have no idea. 

24 MR. CHATTERJEE: Form. 

25 Q. (By Mr. Verhoeven) No idea? 02:01:50 

Page 242 

1 A. I have no idea. 02:03:07 

2 Q. Okay. Put that one aside. 

3 MR. VERHOEVEN: Let's mark as Exhibit 376 

4 what appears to be a part of a text message bearing 

5 Control Numbers LEV2310. 02:03:39 

6 (Exhibit 376 was marked for 

7 identification by the court reporter and is 

8 attached hereto.) 

9 MR. VERHOEVEN: Before you give it to 

10 him, let me hand them out. Yeah. Hold on. 02:03:58 

11 Does anyone have any objections if I give 

12 the -- show the witness this? You can see the 

13 witnesses' names on it. 

14 MS. DUNN: I do see that. Let me check 

15 with my boss. 02:04:17 

16 MS. GOODMAN: I think the protective 

17 order allows for authors who are seeking some 

18 documents marked confidential or AEO to see them in 

19 deposition. 

20 MR. VERHOEVEN: Okay. Go ahead and give 02:04:28 

21 it to him? 

22 Q. (By Mr. Verhoeven) Is this a printout of 

23 a text message Mr. Levandowski sent to you? 

24 A. It may be, yeah. Looks like it. 

25 Q. Okay. And it says, 02:04:50 

Page 244 

1 A. No idea. 02:01:51 1 02:04:55 

2 Q. Did you ask Cameron what it was referring 2 

3 to, based on this email? 3 

4 A. I don't think so. 4 " 

5 Q. It says, "A detailed status update is 02:02:06 5 Do you see that? 02:05:07 

6 attached." 6 A. I do. 

7 Do you see that? Second-to-last? 7 Q. Do you have any recollection of having 

8 A. Yeah. Yeah. 8 discussions with Mr. Levandowski about these 

9 Q. Do you remember receiving status updates 9 diligence questionnaires? 

10 on diligence materials from your team? 02:02:17 10 A. No. 02:05:17 

11 A. I got a couple diligence updates from my 11 Q. This indicates that you had texts with 

12 general counsel, so... 12 him about the diligence questionnaires, right? 

13 Q. This looks like to me like you are 13 A. Yeah, it appears to be that, yes. 

14 getting a diligence update from Cameron. Is that 14 Q. But you don't remember any of these? 

15 what it looks like to you? 02:02:42 15 A. No, no. 02:05:28 

16 MS. DUNN: Form. 16 Q. What about the design questionnaires for 

17 THE DEPONENT: It does, yeah. 17 the IP check? 

18 Q. (By Mr. Verhoeven) Okay. 18 A. Yeah, no. 

19 A. Let's see. Hold on -- let me -- before I 19 Q. You have no recollection of that? 

20 -- one second. It's not clear that I'm getting a 02:02:51 20 A. I do not. 02:05:38 

21 diligence update here, actually. It's some kind of 21 Q. But you -- but it looks like you had 

22 update. It says a "detailed status update." It's 22 texts with Mr. Levandowski concerning that, right? 

23 not clear to me that it's a diligence update. 23 MS. DUNN: Form. 

24 Q. Did Project Zing refer to the diligence 24 THE DEPONENT: It appears to be so. 

25 that was being done? 02:03:06 25 MR. VERHOEVEN: Okay. Let's mark as 02:05:49 

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1 Exhibit 377 another text message from 02:06:15 

2 Anthony Levandowski, bearing Control Number Uber 

3 73891. 

4 (Exhibit 377 was marked for 

1 like, in a normal course of business. It's not. 02:08:26 

2 So... 

3 Q. That's fine. You can put that away. 

4 MR. VERHOEVEN: Let's mark as Exhibit 378 

5 identification by the court reporter and is 02:06:27 5 a document bearing Control Numbers Uber 75047 02:08:49 

6 attached hereto.) 6 through 48. 

7 MR. VERHOEVEN: Counsel I assume there's 7 (Exhibit 378 was marked for 

8 no problems with giving -- showing this to -- 8 identification by the court reporter and is 

9 MS. DUNN: Yeah, no problem. 9 attached hereto.) 

10 MR. VERHOEVEN: Okay. Go ahead and give 02:06:49 10 Q. (By Mr. Verhoeven) First email is from 02:09:27 

11 it to him. Sorry. 11 Mr. Levandowski to JH. 

12 Q. (By Mr. Verhoeven) And do you see under 12 Do you see that? 

13 "participants," colon? 13 A. Yeah. 

14 A. Yeah. 14 Q. Who is JH? 

15 Q. And there's a phone number? 02:07:14 15 A. That's Jeff Holden. 02:09:37 

16 A. Yeah. 16 Q. Oh. So this is an email from 

17 Q. Is that your phone number? 

18 I promise we will keep it confidential. 

17 Mr. Levandowski to Mr. Holden, dated March 31st, 

18 2016; is that right? 

19 A. Yes, it is my phone number. 19 A. Appears to be so. 

20 Q. Okay. So this is a text, in part, to 02:07:23 20 Q. And the subject line says, "Whiteboard 02:09:47 

21 you, correct -- 21 translation TK points." 

22 A. Yeah. 22 Do you see that? 

23 Q. -- from Mr. Levandowski? 23 A. Yeah. 

24 A. Yes. 24 Q. TK refers to you, right? 

25 Q. And he's -- this is time-stamped 02:07:34 25 A. Usually does. 02:09:58 

Page 246 Page 248 

1 March 26th, 2016? 02:07:36 1 Q. Okay. If you look at the attachment, 02:09:59 

2 A. Yes. 2 there's a whiteboard with red writing on it. 

3 Q. And he says, 3 Do you see that? 

4 4 A. Yeah. 

5 Do you see that? 02:07:45 5 Q. Did you have a meeting with 02:10:13 

6 A. Yeah. 6 Mr. Levandowski -- or withdrawn. 

7 Q. What is the 7 Did you have a meeting around this date 

8 A. I don't know. I don't know what that is 8 where you wrote all this on the whiteboard? 

9 referring to. 9 A. It's possible. 

10 Q. You have no recollection of any 02:07:53 10 Q. Is this your handwriting? 02:10:31 

11 discussions about a 11 A. Yes, it is. 

12 A. No. 12 Q. Okay. Do you remember having a 

13 Q. Do you have any -- if you are reading 13 meeting -- do you remember the meeting associated 

14 this, what -- how would you interpret the reference 14 with this picture? 

15 to 02:08:03 15 A. No. 02:10:42 

16 MR. CHATTERJEE: Form. 

17 MS. DUNN: Form. 

16 Q. Under No. 1 in the picture, it says, 

17 "Pittsburgh ++- I know some," S word? 

18 THE DEPONENT: I just don't know what it 18 A. Yes. 

19 is referring to. I don't know what we are 19 Q. Do you see that? 

20 talking about here. I just don't know. 02:08:13 20 A. I do. 02:11:01 

21 Q. (By Mr. Verhoeven) Have you ever used 21 Q. Okay. What does that mean? 

22 that -- that term, referring to the 

23 in talking about a deal? 

22 MR. CHATTERJEE: Form. 

23 THE DEPONENT: I can't -- I mean, I don't 

24 A. No. I mean, it's not something I would 24 know. But if he's consulting for us helping to 

25 normally do, or not something that I have done, 02:08:23 25 bring some advice and sort of consultative approach 02:11:17 

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1 to what's going in, Pittsburgh would be helpful. 02:11:21 

2 Q. (By Mr. Verhoeven) So the "I" in that 

3 reference is Mr. Levandowski? 

4 A. I don't know. I don't know for sure. 

1 thing to work on, 02:13:51 

2 

3 And I remember, you know, at some point 

4 while he was helping that team get up to speed, we 

5 But it could be. I just don't know. 02:11:30 5 were just like, 02:14:03 

6 Q. Does it look like it is? 6 

7 A. Well, I read this here. 7 

8 Q. You are referring to the email? 8 

9 A. Yeah. 9 

10 Q. What did you read? 02:11:39 10 02:14:12 

11 A. It says, "Pittsburgh ++." 11 

12 Q. S word? 12 

13 A. "Help ATC with calls by using our team's 13 

14 experience and knowledge." 14 

15 So I would -- I don't remember writing 02:11:51 15 02:14:27 

16 this, but that's one interpretation of it. 16 

17 Q. You were at a meeting where 17 

18 Mr. Levandowski said this, right? 18 

19 MS. DUNN: Form. 19 

20 THE WITNESS: I was at a meeting, and 02:12:08 20 02:14:42 

21 then it looks like Levandowski sent this to Holden, 21 

22 sort of interpreting what I was trying to say. 22 

23 Q. (By Mr. Verhoeven) And he interpreted, 23 

24 "I know some," S word, "to mean that he would help 24 

25 ATC avoid pitfalls by using Mr. Levandowski's 02:12:22 25 02:14:51 

Page 250 Page 252 

1 teams' experience and knowledge," correct? 02:12:27 1 02:14:54 

2 MS. DUNN: Form. 2 

3 THE DEPONENT: Correct. 3 

4 Q. (By Mr. Verhoeven) Do you have any 4 

5 recollection of a discussion about Mr. Levandowski 02:12:38 5 02:15:01 

6 helping Pittsburgh avoid pitfalls? 6 

7 A. We certainly have always believed in 7 

8 people who have great expertise, experience, 8 

9 knowledge working for our team and helping us 9 

10 innovate and invent the future. 02:13:00 10 Q. (By Mr. Verhoeven) So your ATC group, 02:15:13 

11 Q. Did Mr. Levandowski, indeed, help the 11 what is it called now? 

12 Pittsburgh team avoid some pitfalls? 12 A. ATG. 

13 MR. CHATTERJEE: Form. 13 Q. ATG? 

14 MS. DUNN: Form. 14 A. Yeah. 

15 THE DEPONENT: I'm sure -- I'm sure he 02:13:13 15 Q. And that's just a new name for the same 02:15:19 

16 did. 16 group? 

17 Q. (By Mr. Verhoeven) Does any of them come 17 A. Well, when it was ATC, it was just 

18 to mind? 18 Pittsburgh. And ATG was about when we had more 

19 A. Well, like one of the things that the 19 than one site. 

20 Pittsburgh team was working on was like a -- was 02:13:22 20 Q. Okay. 02:15:27 

21 a -- what was it? I am trying to remember. 21 A. So it was a group. So instead of a 

22 22 center, it's -- 

23 23 Q. Bigger -- bigger group, bigger AV group, 

24 24 still the AV -- 

25 And that's, like, a cool, "sciencey" 02:13:45 25 A. Because it's over multiple sites instead 02:15:37 

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1 of a center, it was a group. 02:15:40 

2 Q. Oh, I see. Got it? 

3 A. Yeah. 

4 Q. 

1 02:17:41 

2 A. Yeah. 

3 Q. Is there any particular software in your 

4 company for this or -- 

5 02:15:51 5 A. My guess is, it's all Google Docs. 02:17:45 

6 6 Q. Okay. Let's move on. You can put that 

7 A. 7 away. 

8 8 MR. VERHOEVEN: Let's mark as Exhibit 379 

9 9 a Google document bearing Control Numbers 

10 02:16:07 10 Uber 344 -- 100344 through 352. 02:18:13 

11 11 (Exhibit 379 was marked for 

12 12 identification by the court reporter and is 

13 13 attached hereto.) 

14 14 Q. (By Mr. Verhoeven) Have you seen 

15 02:16:17 15 Exhibit 379 before? 02:19:00 

16 16 A. I don't know. I don't remember it. 

17 17 Q. You see the cover, the first page of -- 

18 18 A. Yeah. 

19 19 Q. -- 379? 

20 02:16:29 20 A. Yeah. 02:19:09 

21 21 Q. It's an email from Cameron Poetzscher to 

22 , 

23 

22 you -- 

23 A. Yeah. 

24 24 Q. -- dated April 11th, 2016? 

25 02:16:39 25 A. Yeah. Yeah. 02:19:18 

Page 254 Page 256 

1 02:16:44 1 Q. Does that date have any significance to 02:19:18 

2 2 you? 

3 3 A. 4/11/2016? 

4 4 Q. Correct. 

5 02:16:52 5 A. Not particularly. 02:19:28 

6 6 Q. Do you remember that was the date on 

7 7 which the contract we looked at earlier, the merger 

8 8 contract, was signed? 

9 9 A. I -- I didn't know that, but I'll take 

10 02:17:05 10 your word for it. This is deal overview. 02:19:45 

11 11 (Discussion off the stenographic record.) 

12 12 Q. (By Mr. Verhoeven) I'm going to place 

13 

14 

13 before you an exhibit you've previously seen, 

14 Exhibit 365, agreement and planned merger. 

15 02:17:19 15 A. Yeah. 02:20:19 

16 16 Q. Do you see it's dated as of April 11th? 

17 17 A. Okay. 

18 18 Q. Do you see that? 

19 19 A. I do. 

20 02:17:25 20 Q. And that's the same date as this email, 02:20:26 

21 21 right? 

22 22 A. It sure is. Yeah. 

23 

24 

23 Q. Okay. And this says in the subject line 

24 of this email, "Here's the revised deck with 

25 02:17:37 25 milestones." And then below that, it says, "Zing 02:20:37 

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1 board slides," and that's the attachment, right? 

2 A. Yeah. I see that, yeah. 

3 Q. If you turn to the attach- -- you see the 

4 attachment follows? 

02:20:42 1 A. Yeah. 02:22:39 

2 Q. -- merger agreement? 

3 A. Yeah, yeah. 

4 Q. It says, "Mr. Kalanick and Mr. Poetzscher 

5 A. What do you mean? I am sorry. 02:20:51 5 led" -- 02:22:44 

6 Q. The next page -- 6 A. So just real quick, just so it will make 

7 A. Yeah, yeah, yeah. 7 it easier, just say, Poetzscher. 

8 Q. -- is the attachment? 8 Q. Poetzscher? Okay. 

9 A. Yeah. 9 A. Yeah. 

10 Q. And it's titled "Project Zing Review"? 02:20:55 10 Q. Poetzscher? I knew I've been messing up 02:22:54 

11 A. Yeah. 11 that name the whole time. 

12 Q. And if you look through this -- 12 A. We could just say "Cam," too. If you 

13 A. Yeah. 13 want to just go there, I'm very okay with that. 

14 Q. I don't want you to read every word. 14 Q. Poetzscher. I can remember Poetzscher. 

15 A. You do? 02:21:04 15 Okay. Let's go back to the record. 02:23:04 

16 Q. I don't. 16 It says there, "Mr. Kalanick and 

17 A. Oh, you don't. Okay. 17 Mr. Poetzscher led a discussion regarding a 

18 Q. Is this a slide deck that was presented 18 potential acquisition and described key aspects of 

19 to the board of directors on April 11th? 19 the proposed transaction." 

20 A. It appears to be so. 02:21:13 20 A. Yeah. 02:23:18 

21 Q. And would you have been the person 21 Q. Does this refresh your recollection as to 

22 presenting this? 22 your involvement in making this presentation? 

23 A. No. 23 A. You know, look, my guess is, before -- 

24 Q. Is this -- does this reflect -- who led 24 I'm guessing here -- you know, it could be that 

25 the discussion regarding this potential 02:21:26 25 before Cam got started, I was, like, all right, we 02:23:32 

Page 258 Page 260 

1 acquisition? 02:21:30 1 are, you know, maybe a high-level overview. But I 02:23:36 

2 A. I am going to assume it's Cameron. 2 can -- I know I didn't talk to the details that are 

3 Q. Okay. 3 in these slides here. 

4 A. It may have been that Emil spoke, too; 4 I may have just been sort of the vision 

5 but I would assume that it's Cameron. 02:21:39 5 guy, and maybe that's my part of leading this 02:23:48 

6 Q. Were you involved? 6 discussion. But in terms of really leading this 

7 A. I was maybe going to chime in if I saw 7 discussion and going through these slides, I -- I'm 

8 something, but this is not a discussion I led. 8 very certain that I was not doing that. 

9 Q. Okay. I am not trying to play any tricks 9 Q. Okay. By "these slides," you mean the 

10 on you, but I'm going to give you a document. 02:21:54 10 slides attached to Exhibit 379? 02:24:04 

11 MR. VERHOEVEN: Let's mark it as 380. 11 A. Yes. 

12 (Exhibit 380 was marked for 12 Q. 379? 

13 identification by the court reporter and is 13 A. Yeah. 

14 attached hereto.) 14 Q. Let's go back to 379. 

15 THE DEPONENT: You want me to put this 02:22:02 15 A. What is 379? 02:24:31 

16 away or hold it? 16 Q. That's the slides. 

17 Q. (By Mr. Verhoeven) Just keep it. Go 17 A. Okay. Got it. Yes. 

18 ahead. 18 Q. So it looks like Project Zing is the deal 

19 It is entitled "Minutes of Special 19 being -- the deal is being referred to as 

20 board -- special meeting of boards of directors"? 02:22:08 20 Project Zing now? 02:24:47 

21 A. Yeah. 21 A. Yeah. And I just -- you know, I got used 

22 Q. "Uber Technologies, Inc., April 11th, 

23 2016." It bears Control Numbers Uber 101482 

22 to the Newco thing. But it looks like they changed 

23 the same at some point. 

24 through 498. And if you look at item 1 on the 24 Q. Okay. Do you see on page 346 it says 

25 first page -- 02:22:39 25 "deal overview"? 02:24:59 

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1 A. Yes, I do. 02:25:01 

2 Q. And what is this? 

3 A. It looks like a breakdown of sort of the 

4 structure of the deal and compensation for it. 

5 Q. You see on the left side, there's these 02:25:22 

6 boxes, these colored boxes -- I know this is black 

7 and white. 

8 A. That's okay. I see it. 

9 Q. And the first box at the top says 

10 "Rationale"? 02:25:30 

11 A. Yeah. 

12 Q. And the first item listed under Rationale 

13 says, 

14 

15 02:25:44 

16 

17 A. 

18 Q. And that's referring to LiDAR lasers, 

19 right? 

20 A. Correct. 02:25:53 

21 Q. And did you explain to the board how 

22 

23 

24 A. 

25 02:26:05 

Page 262 

1 Q. No, as of this point in time, though. 02:27:16 

2 A. There was some -- 

3 Q. There was -- 

4 A. There were -- 

5 Q. You were trying to develop -- I am sorry? 02:27:20 

6 A. Apologize. 

7 Q. At this point in time, April 11th -- 

8 A. Yeah. 

9 Q. -- you were trying to develop your own 

10 custom LiDAR in -- as part of the work going in 02:27:27 

11 Pittsburgh, correct? 

12 A. They had some laser work going on, but it 

13 was pretty early at the time, is my understanding. 

14 Q. But one of their projects was to develop 

15 an in-house LiDAR system, right? 02:27:41 

16 A. It was one of the areas they were 

17 exploring. 

18 

19 

20 Q. Right. 02:27:52 

21 A. Yeah. 

22 Q. 

23 

24 A. 

25 Q. Right. 02:27:59 

Page 264 

1 02:26:08 1 A. Yeah. 02:27:59 

2 2 Q. And before this -- before -- as of 

3 3 April 11th, the way you were pursuing that was 

4 4 through the Pittsburgh folks, right? 

5 Q. 02:26:26 5 A. There was something going on there. I 02:28:10 

6 6 don't know if it was -- like, I don't know how 

7 A. Yeah. 7 substantive that work was. We felt that the 

8 Q. So does that mean something other than it 8 Ottomotto deal, this deal, generally, would really 

9 just makes it happen faster? 9 help us get going on an internal laser program. 

10 MS. DUNN: Form. 02:26:37 10 Q. What was said at the board meeting on 02:28:30 

11 THE DEPONENT: 11 this subject? 

12 12 MS. DUNN: Objection to form. 

13 13 THE DEPONENT: I don't remember 

14 Q. (By Mr. Verhoeven) Right. 14 specifically what was said on this subject at the 

15 A. 02:26:47 15 board meeting. 02:28:41 

16 16 Q. (By Mr. Verhoeven) Generally? 

17 17 A. It's generally what I'm telling you right 

18 18 now. You know, just -- 

19 19 Q. Okay. 

20 02:26:59 20 A. -- as we go through the slide. 02:28:48 

21 Q. 21 Q. So nothing more generally than what you 

22 22 told me? 

23 23 A. Yeah. And probably a lot less, is my 

24 A. 24 guess. 

25 02:27:13 25 Q. Under terms, down one box -- 02:28:56 

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1 A. Yeah. 02:29:00 

2 Q. -- last bullet says, "Uber will indemnify 

3 a minimum of five key employees in Ottomotto for 

4 specific claims from former employers EGIP, 

5 non-solicit subject to certain restrictions and 02:29:16 

6 limitations." 

7 Do you see that? 

8 A. Yeah, I sure do. 

9 Q. What specific claims is that referring 

10 to? 02:29:27 

11 A. I don't know. I am not sure. 

12 Q. Well, do you recall any discussion of 

13 specific claims from former employers that -- 

14 during the board meeting? 

15 A. No, I don't. I don't recollect anything 02:29:39 

16 specific. 

17 Q. You would agree that that is referring to 

18 Google, right? 

19 A. It -- it most likely is, yeah. But, I 

20 mean, there were some folks that came from other 02:29:53 

21 places, but it was -- it said "employers," so 

22 there's more than one former employer. But -- but, 

23 yes, Google is definitely one of them. 

24 Q. And as part of talking about this deal 

25 with the board, one of things you talked about was 02:30:06 

Page 266 

1 A. Not really. 02:31:09 

2 Q. What about just Google's reaction, was 

3 that discussed among the board? 

4 A. I don't think so. 

5 Q. Wouldn't that be a concern that your -- 02:31:16 

6 your proposed deal would be hiring away, you know, 

7 at least 30 of their folks from their AV group? 

8 Wouldn't that be a concern to the board that Google 

9 might be upset about that? 

10 MR. CHATTERJEE: Form. 02:31:34 

11 MS. DUNN: Objection to form. 

12 THE DEPONENT: I can't say for sure, but 

13 I understand the notion. We were -- you know, we 

14 were excited to hire. We were incredibly excited 

15 to hire employees, like really talented -- really 02:31:48 

16 talented individuals in this space that may -- you 

17 know, many of whom previously worked at Google. We 

18 were excited about that. 

19 Q. (By Mr. Verhoeven) Right. But my 

20 question is: During this -- this was a meeting in 02:32:03 

21 which the board was going to approve or disapprove 

22 of the deal, right? 

23 A. Correct. 

24 Q. And so my question is: Wouldn't you 

25 expect that one of the subjects discussed at that 02:32:16 

Page 268 

1 whether or not Google would bring an action based 02:30:11 1 board meeting in connection with whether to do this 02:32:19 

2 on IP theft or solicitation of employees? 2 deal is the potential blowback from Google? 

3 MS. DUNN: Objection to form. 3 MS. DUNN: Objection to form. 

4 Q. (By Mr. Verhoeven) Isn't that a fair -- 4 THE DEPONENT: It was certainly a 

5 fair statement? 02:30:21 5 consideration. I don't know if it was at this 02:32:31 

6 A. Anytime you do a transaction that 6 board meeting, but it was generally a 

7 includes really smart, really talented people 7 consideration. 

8 that -- that used to work at a competitor, this is 8 Q. (By Mr. Verhoeven) And the board? Was 

9 just one of the considerations you have to take 9 it a consideration of the board? 

10 into account. 02:30:37 10 A. I can't remember. 02:32:40 

11 Q. So the -- is the answer "yes" then? 11 MS. DUNN: Objection to form. 

12 A. The answer is, yes. 12 Q. (By Mr. Verhoeven) Would you expect that 

13 Q. Yes. Okay. 13 that would have been a consideration the board took 

14 Do you remember anything any of the other 14 into account? 

15 board members besides yourself said on this 02:30:49 15 MR. CHATTERJEE: Form. 02:32:45 

16 subject? 16 MS. DUNN: Form. 

17 A. Not really, no. 17 THE DEPONENT: I cannot remember if the 

18 Q. Was there any concern expressed about a 18 board discussed that or not. I just can't. 

19 Google suit? 19 I can tell you that it was generally a 

20 MS. DUNN: Objection to form. 02:31:00 20 consideration that I had going into this deal. 02:32:53 

21 THE DEPONENT: I don't remember 21 Q. (By Mr. Verhoeven) Okay. So one of the 

22 specifically. 22 considerations you had going into the deal with 

23 Q. (By Mr. Verhoeven) Do you have any 23 Mr. Levandowski was potential blowback from Google; 

24 general rec- -- recollection of that being 24 fair? 

25 discussed? 02:31:07 25 MS. DUNN: Objection to form. 02:33:14 

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1 THE DEPONENT: When you have a small 

2 group -- or I shouldn't say small, but when you 

3 have a group of, let's say, 250 people working on 

4 this kind of project -- and I'm referring to, let's 

02:33:15 1 make sure that no IP got to Uber, right? 02:35:53 

2 A. Correct, yeah. 

3 Q. And those efforts were the commissioning 

4 of Stroz to do the diligence? 

5 say, Google or Waymo, in specific; but, generally, 

6 if that's a situation going on. 

02:33:27 5 A. I think -- 02:36:02 

6 MR. CHATTERJEE: Form. 

7 And dozens, if not close to 100 of your 7 THE DEPONENT: -- it's just all of the 

8 people, leave to go elsewhere. That's not -- 8 efforts we took. I think the diligence process was 

9 it's -- it's -- that's not a fun -- that's not fun 9 one of those things. 

10 if you are losing your best people. 02:33:47 10 Q. (By Mr. Verhoeven) Direct your attention 02:36:34 

11 And sometimes people react emotionally to 11 to the page bearing Control Number 348. This is 

12 that kind of thing, and I think that's exactly what 12 Exhibit 379. And this is a slide entitled 

13 we saw from Google. 13 "Walkaway rights and indemnity obligations." 

14 Q. (By Mr. Verhoeven) And that's what -- 14 Do you see that? 

15 that's what you were -- you had that as a concern 02:34:01 15 A. Yeah. 02:36:57 

16 personally when you were evaluating this deal, 

17 right? 

16 Q. And it says, "Do we still indemnify," up 

17 at the top right-hand side? 

18 A. When you do a transaction where lots of 18 A. Yup. 

19 people are coming from a particular competitor or 19 Q. And then the first bullet says, "Yes (for 

20 were recently at a particular competitor, that is a 02:34:20 20 diligenced employees in Ottomotto relating to 02:37:12 

21 very natural concern. 21 actions of diligenced employees) for the following 

22 Q. Okay. I understand that. 22 claims," colon, and the first bullet is "IP/trade 

23 A. Yeah. 23 secret misappropriation or infringement." 

24 Q. But I'm trying to establish whether or 24 Do you see that? 

25 not that was a concern for you -- 02:34:32 25 A. Yes, I do. 02:37:34 

Page 270 Page 272 

1 A. Yeah. 02:34:33 1 Q. So does this reflect your recollect- -- 02:37:35 

2 Q. -- personally as part of this deal that 2 withdrawn. 

3 there would be blowback from Google. 

4 A. We weren't sure whether there would be 

3 Does this refresh your recollection that, 

4 at this board meeting, there was a discussion of 

5 blowback from Google, but we understood it to be a 02:34:43 5 indemnifying certain diligenced employees for 02:37:50 

6 possibility. 6 possible Google lawsuit based on IP or trade secret 

7 Q. And that was a concern? 7 misappropriation? 

8 A. It was a consideration. 8 MR. CHATTERJEE: Form. 

9 Q. It wasn't a concern to you? 9 MS. DUNN: Form. 

10 A. It was -- 02:34:54 10 THE DEPONENT: Yeah, I think this is for 02:38:04 

11 MS. DUNN: Form. 11 claims of that, yes. That's what it appears to be. 

12 THE DEPONENT: It was -- it was a 12 Q. (By Mr. Verhoeven) But you don't 

13 consideration that we had when doing this deal and 13 remember the substance of that? 

14 thinking about it, and also led to our efforts to 14 A. Not really. 

15 make sure no -- no Google content or IP got to 02:35:07 15 Q. Well -- 02:38:16 

16 Uber. 16 A. Sorry. No, no. But, again, I am just 

17 Because we understood that so many people 17 reading -- I am reading the slide here. And, you 

18 were leaving Google generally, not just to go to 18 know, and there's -- these are claims. I am not 

19 Uber, but to go to -- elsewhere. People just 19 sure what they mean by identifying claims versus 

20 didn't want to be there anymore. 02:35:21 20 actual infringement. 02:38:31 

21 But with so many coming to us, we had a 21 And there may be a difference there. I 

22 feeling that there would be an emotional response 22 don't know. I haven't -- I haven't read the 

23 to that, and I think that's what we saw. 23 indemnity agreement. 

24 Q. (By Mr. Verhoeven) So that 24 Q. Okay. You were aware that there was an 

25 consideration, you said, led to your efforts to 02:35:51 25 indemnity agreement, right? You may not remember 02:38:43 

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1 it now, but you were aware at the time, right? 02:38:47 

2 A. I mean, I would be incredibly surprised 

3 if an M & A transaction didn't have an indemnity 

4 agreement; and, specifically, to this, I assumed it 

5 did, yes. 02:38:56 

6 Q. Okay. Well, it was discussed at the 

7 board meeting, right? 

8 A. Fair enough. 

9 Q. As part of the approval of the whole 

10 deal, right? 02:39:04 

11 A. Fair enough. 

12 Q. Yes? 

13 A. Yes. 

14 MR. VERHOEVEN: Counsel, I'm going to 

15 note for the record that a slide in this board 02:39:19 

16 presentation on page No. 350, it says, "Detailed 

17 indemnity summary" has been entirely redacted, and 

18 we object to that and tend to move to compel. 

19 MS. DUNN: Can we check the time on the 

20 record so far. 02:39:48 

21 THE VIDEOGRAPHER: Yes. We are at five 

22 hours and five minutes. 

23 MR. VERHOEVEN: You want to take a break? 

24 THE DEPONENT: Let's take a little break. 

25 How about 10 minutes. 02:40:01 

Page 274 

1 A. Yeah, hold on. 02:55:36 

2 Yes, I see it, yes. 

3 Q. What page is it on? 

4 A. I don't -- 899, or the last three digits. 

5 Q. Of the control number, right? 02:55:49 

6 A. Yeah. 

7 Q. Okay. Does that refresh your 

8 recollection with respect to this agreement? 

9 A. No, it does not. 

10 Q. Did you read this agreement before you 02:56:00 

11 signed it? 

12 A. Likely, no, I don't think so. Actually, 

13 I would just say, no. 

14 Q. Okay. Did you know what you were 

15 signing? 02:56:08 

16 A. I knew that I was signing, like, probably 

17 a large set of documents relating to the 

18 transaction. 

19 Q. Okay. Yeah. So this is one of the large 

20 set of documents that you signed on April 11th? 02:56:19 

21 A. That's my assumption, yes. 

22 (Exhibit 382 was marked for 

23 identification by the court reporter and is 

24 attached hereto.) 

25 Q. (By Mr. Verhoeven) All right. Let's 02:56:23 

Page 276 

1 THE VIDEOGRAPHER: Going off the record. 02:40:02 1 mark as Exhibit 382 an indemnification agreement 02:56:24 

2 The time is 2:39. 2 bearing Control Numbers Uber 4855 through 4874. 

3 (Recess taken.) 3 Do you recognize this indemnification 

4 THE VIDEOGRAPHER: We are back on the 4 agreement? 

5 record. The time is 2:54. 02:54:18 5 A. No. 02:57:10 

6 MS. DUNN: Since we are back on the 

7 record, we would like to designate this transcript 

6 MR. VERHOEVEN: For the record, Counsel, 

7 there's redacted portions of this agreement, and we 

8 AEO. 8 object to that and intend to move to compel, unless 

9 (Exhibit 381 was marked for 9 you have the agreement now in a form that I can 

10 identification by the court reporter and is 02:54:25 10 use. 02:57:27 

11 attached hereto.) 11 MS. DUNN: I think you should use your 

12 Q. (By Mr. Verhoeven) Okay. Let's mark as 12 document. 

13 Exhibit 381 the Joint Defense and Common Interest 13 MR. VERHOEVEN: So -- so you don't have 

14 and Confidentiality Agreement, dated -- well, I 14 one here, right? 

15 don't know what the date is, but it bears Control 02:54:44 15 MS. DUNN: No. 02:57:34 

16 Number 74893. I believe it's dated April 11th, 

17 2016. 

16 Q. (By Mr. Verhoeven) I direct your 

17 attention to page 4873 on the control numbers. 

18 So it's -- it bears Control Numbers Uber 18 A. Okay. 

19 74893 through 903. 19 Q. That's your signature? 

20 Do you recognize this agreement? 02:55:17 20 A. Yes, it is. 02:57:55 

21 A. I do not. 21 Q. Did you read this document before you 

22 Q. Turn to the last page. 22 signed it? 

23 A. Okay. 23 A. I did not. 

24 Q. I believe your signature is on there. 24 Q. Did you know what it was? 

25 Can you locate it? 02:55:34 25 A. I knew it was part of a larger set of 02:58:00 

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1 documents related to the transaction. 02:58:03 1 (Exhibit 384 was marked for 03:00:28 

2 Q. Do you have any recollection of signing 2 identification by the court reporter and is 

3 an indemnification agreement in connection with the 3 attached hereto.) 

4 transaction? 4 Q. (By Mr. Verhoeven) I need the -- let's 

5 A. I do not. 02:58:10 5 mark as Exhibit 384 a couple of texts bearing 03:00:33 

6 (Exhibit 383 was marked for 6 Control Number 73811 through 809. 

7 identification by the court reporter and is 7 Actually, to correct the record, 

8 attached hereto.) 8 Exhibit 384 is two text messages: The first one 

9 Q. (By Mr. Verhoeven) Let's mark as 9 dated May 10, 2016, bears Control Number 73809; and 

10 Exhibit 383 a document. It looks like a text 02:58:30 10 the second dated May 10th, 2016, bears the Control 03:01:28 

11 message from Anthony Levandowski, bearing Control 11 Number Uber 73811. 

12 Number Uber 73820. 12 Directing your attention to the text 

13 Do you see your phone number on there? 13 message bearing the Control Numbers 38111, which is 

14 A. Yes, I do. 14 your second page, I believe. 

15 Q. This is a text from Mr. Levandowski to 02:59:06 15 Is your phone number on this page? 03:02:08 

16 you, time-stamped May 5th, 2016? 16 A. Yeah. 

17 A. Correct. 17 Q. So this is a text from Mr. Levandowski to 

18 Q. And Mr. Levandowski texts you saying, 18 yourself? 

19 "Driving to SF to meet with Scott, ATC, laser guy 19 A. It appears to be so, yes. 

20 and guide the team." 02:59:22 20 Q. And is time-stamped May 10th, 2016. 03:02:16 

21 Do you see that? 21 Do you see that? 

22 A. I do. 22 A. Yeah. Yes, I do. 

23 Q. Who is Scott? 23 Q. And Mr. Levandowski says, "Wow. I am 

24 A. I am not sure. I think maybe is the guy 24 super pissed at what is going on at ATC. There's 

25 at ATC that works on lasers, maybe. 02:59:31 25 no one who is pushing for the right things." 03:02:29 

Page 278 Page 280 

1 Q. ATC is your group? 02:59:35 1 Do you see that? 03:02:33 

2 A. Yeah. 2 A. It says there's "one one," but -- 

3 Q. You don't know if Scott is the guy who 3 Q. Oh, I see. 

4 works on lasers? 4 A. -- I could -- I could imagine that it -- 

5 A. I would assume he is, but I don't know 02:59:44 5 I just see what it says. There is "one one." 03:02:39 

6 for sure. 6 Q. Would you interpret that as no one? 

7 Q. Do you remember any discussions with 7 A. I think that's a likely possibility. 

8 Mr. Levandowski about this text? 8 Q. Okay. 

9 A. No, I do not. 9 A. Yeah. 

10 Q. Did you have any discussions with 02:59:52 10 Q. Do you remember having a discussion with 03:02:50 

11 Mr. Levandowski about his input to the folks in 11 Mr. Levandowski on or about May of 2016 about him 

12 Pittsburgh or with Scott, referenced here, 12 being angry about what is going on at ATC? 

13 concerning LiDAR? 13 A. I don't remember anger, but, certainly, 

14 A. I do not. 14 surprise and disappoint, yeah. 

15 Q. Same question, but concerning him guiding 03:00:12 15 Q. And what did he say to you about that, or 03:03:09 

16 the team with respect to LiDAR? 16 text you about that? 

17 MS. DUNN: Form. 17 A. I mean, I think as he got deeper into our 

18 THE DEPONENT: You know, I see the text 18 existing efforts, he was not pleased with how we 

19 as it's -- as it is. 19 were approaching the problem. 

20 Q. (By Mr. Verhoeven) But you have no 03:00:23 20 Q. Okay. And what did he -- what did he do 03:03:34 

21 recollection? 21 about that? 

22 A. No. 22 A. I think he -- he went to Pittsburgh, 

23 Q. That's a no? 23 spent time with the team and tried to reorient them 

24 A. Sorry. No. 24 in a way that made them prioritize better, work 

25 ///// 03:00:28 25 harder, focus on the right things, work as a team, 03:03:52 

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1 better culture, stand up for what's right, not be 03:03:56 

2 political. 

3 Probably got into the weeds on -- on the 

4 technology itself. I -- I don't. I am not as 

1 03:06:12 

2 

3 

4 

5 privy to that kind of stuff. But I think he just 03:04:07 5 03:06:32 

6 went in there and tried to correct and sort of 6 Q. (By Mr. Verhoeven) Okay. And this is 

7 reorient us towards a more -- a more successful 7 software that would use the LiDAR system as input, 

8 approach. 8 correct? 

9 Q. What about this last sentence that uses 9 A. Yeah, or just sensors generally, but it 

10 the F word. 03:04:25 10 doesn't -- a lot of that software doesn't touch the 03:06:42 

11 Do you see it? 11 LiDAR stuff. But it's generally the intelligence 

12 A. I do, yes. 12 to move a car autonomously through space. 

13 Q. Do you remember any discussions with 13 Q. And Pittsburgh was working on software 

14 Mr. Levandowski in or about this time, May of 2016, 14 whose input would be info from LiDAR sensors, 

15 regarding the software? 03:04:33 15 right? 03:07:05 

16 A. Yeah. I mean, I just think that we had a 16 MS. DUNN: Objection to form. 

17 bunch of scientists. I mean, we hired a bunch of 17 THE DEPONENT: There was input from lots 

18 folks from CMU. They were professors and 18 of places; but, yes, LiDAR, too. 

19 scientists. 19 Q. (By Mr. Verhoeven) Okay. You can put 

20 03:04:50 20 that aside. 03:07:23 

21 21 MR. VERHOEVEN: Let's mark as Exhibit 385 

22 22 an email string bearing Control Number Uber 70012 

23 Q. 23 through 13. 

24 24 (Exhibit 385 was marked for 

25 03:05:04 25 identification by the court reporter and is 03:07:35 

Page 282 Page 284 

1 03:05:08 1 attached hereto.) 03:07:35 

2 2 Q. (By Mr. Verhoeven) So that top email is 

3 3 authored by yourself? 

4 4 A. Yeah. 

5 03:05:16 5 Q. So you sent this email on May 14, 2006 to 03:07:57 

6 6 Jeff Holden. 

7 7 A. Okay. 

8 8 Q. Is that what it says? 

9 9 A. It looks like it, yes. 

10 03:05:29 10 Q. Okay. And you said, "Love the updates. 03:08:04 

11 11 Read them all." 

12 12 A. Or "read them all." 

13 13 Q. Okay. Did you read all of the updates 

14 Q. And he actually spent a lot of time 14 you got from the ATC group? 

15 developing in -- in the -- withdrawn. 03:05:45 15 A. I can't say that I did. 03:08:23 

16 He'd actually spent a lot of time with 16 Q. Okay. If you look at Mr. Holden's email, 

17 his team trying to develop such a device, right -- 17 to which you had just responded -- 

18 MS. DUNN: Form. 18 A. Yeah. 

19 Q. (By Mr. Verhoeven) -- while he was at 19 Q. -- which is dated May 13th -- 

20 Google? 03:05:59 20 Do you see that? 03:08:34 

21 MS. DUNN: Objection to form. 21 A. I sure do. 

22 MR. CHATTERJEE: Form. 22 Q. If you look at the third bullet down, 

23 THE DEPONENT: 23 third solid bullet down? 

24 24 A. Yeah. 

25 03:06:07 25 Q. It said, "We also discussed the laser 03:08:46 

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1 plan." 03:08:52 

2 Do you see that? 

3 A. Yeah. 

4 Q. And, I am sorry, if you look at one 

1 Q. Okay. 03:12:00 

2 

3 

4 

5 bullet up, this is in reference to a meeting with 03:08:57 5 MR. CHATTERJEE: Form. 03:12:13 

6 Anthony Levandowski. 6 MS. DUNN: Objection to form. 

7 Do you see that? 7 THE DEPONENT: 

8 A. I mean, I -- I see there's something 8 

9 about Drew. 9 Q. (By Mr. Verhoeven) Did you have any 

10 Q. Oh, let's go to the second bullet. 03:09:08 10 conversations with Mr. Levandowski or anyone else 03:12:20 

11 A. Okay. So the second bullet is about 11 about this laser design that's mentioned here? 

12 Anthony. 12 MS. DUNN: Objection to form. 

13 Q. It says, "Met with Anthony today," and 13 THE DEPONENT: Not -- not -- not that I 

14 then it goes on. 14 recall. 

15 Do you see that? 03:09:17 15 (Discussion off the stenographic record.) 03:12:41 

16 A. Yeah. 16 Q. (By Mr. Verhoeven) Do you remember 

17 Q. And then the next bullet says, "We also 17 having a conversation with anyone within ATC about 

18 discussed the laser plan." 18 

19 Do you see that? 19 

20 A. Yeah. 03:09:22 20 A. I don't remember anything specific on 03:13:15 

21 Q. So that was a discussion with Anthony, 21 that. 

22 right? 22 Q. Do you remember something generally? 

23 A. I don't know if that's clear. 23 A. Generally, we -- we want -- we wanted to 

24 MS. DUNN: Do you need more time to -- 24 produce our own lasers, and I know the team was 

25 THE DEPONENT: Yeah, here, why don't I 03:09:30 25 working on it. But I just wasn't in the weeds on 03:13:27 

Page 286 Page 288 

1 just read this real quick. But it's not clear. 03:09:31 1 this. 03:13:30 

2 Because the first bullet was Drew, and the second 2 Q. Did you know that Mr. Levandowski had 

3 bullet was Anthony, but let me just read it and -- 3 developed a new laser design? 

4 just give me a second. 4 A. No. 

5 Q. (By Mr. Verhoeven) Okay. 03:09:40 5 MS. DUNN: Objection to form. 03:13:35 

6 A. Yes, I have read. 6 Q. (By Mr. Verhoeven) Then it says -- the 

7 Q. Now, directing your attention to the 7 last sentence says, "I would like to be -- it 

8 third bullet -- 8 will" -- withdrawn. 

9 A. Yeah. 9 The last sentence in this bullet says, 

10 Q. -- the solid bullet down -- 03:11:32 10 03:13:48 

11 A. Yeah. 11 

12 Q. -- of Mr. Holden's May 13th, 2016 12 

13 email -- 13 Do you see that? 

14 A. Yeah. Yeah, yeah, yeah. 14 A. I do. 

15 Q. -- where it says, "We also discussed the 03:11:41 15 Q. And that's referring to Mr. Levandowski's 03:14:02 

16 laser plan." 16 estimate, right? 

17 That was a discussion with 17 MS. DUNN: Objection to form. 

18 Mr. Levandowski, right? 18 THE DEPONENT: I assume so. 

19 A. I think it's a fair assumption. 19 Q. (By Mr. Verhoeven) Okay. Do you 

20 Q. And then it says, 03:11:48 20 remember discussing that Mr. Levandowski's new 03:14:11 

21 21 design would be 

22 Do you see that? 22 

23 A. Yeah. 23 A. I -- I don't remember pricing as it 

24 Q. What's that a reference to? 24 related to a new design, but I do remember 

25 A. Sounds like something to do with lasers. 03:11:59 25 understanding that, over time, the price of those 03:14:29 

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1 laser units goes down substantially. 03:14:30 

2 And my guess is, that's based on design, 

3 but also manufacturing methods, supply chain 

4 volume, and -- and things like that. 

5 Q. Do you see -- actually, in the interest 03:14:47 

1 Do you see that? 03:17:35 

2 A. I do. 

3 Q. And the next bit of text is two lines, is 

4 your comment, correct? 

5 A. Yes. Yeah. 03:17:41 

6 of time, I won't ask you any more questions on this 6 Q. And you say, 

7 one. 7 but I get it. Once work is settled down, 

8 MS. DUNN: I'm just asking to not get 8 I will need to have some combos on lasers." 

9 ahead of me when I'm -- 9 A. Yeah. 

10 MR. VERHOEVEN: Then say it on the 03:15:08 10 Q. And that was your comment, right? 03:17:54 

11 record, then. 11 A. Yeah. 

12 MS. DUNN: I am on the record. 12 Q. So you -- you -- whether you remember it 

13 MR. VERHOEVEN: Okay. 13 now or not, at the time, you did receive this 

14 THE DEPONENT: Are we done with this one? 14 information and did comment on it, correct? 

15 Q. (By Mr. Verhoeven) Yes, sir. 03:15:16 15 A. Yes. 03:18:05 

16 Okay. 16 Q. And then you indicate that you need to 

17 MR. VERHOEVEN: Mark as Exhibit 386 an 17 have some more conversations on lasers, right? 

18 email string bearing Control Numbers Uber 63707 18 A. Correct. 

19 through 708. 19 Q. Do you remember those conversations? 

20 (Exhibit 386 was marked for 03:15:25 20 A. I don't think they happened. 03:18:17 

21 identification by the court reporter and is 21 Q. Sorry? 

22 attached hereto.) 22 A. I don't think they happened. 

23 Q. (By Mr. Verhoeven) You ready? 23 Q. Does this refresh your recollection of 

24 A. Yes. 24 any discussion you had about 

25 Q. The email on the top of the first page 03:16:23 25 based on Mr. Levandowski's new 03:18:26 

Page 290 Page 292 

1 here is an email from yourself to Jeff Holden, 03:16:24 1 design? 03:18:33 

2 dated May 16th, 2016, correct? 2 MS. DUNN: Objection to form. 

3 A. Yes. 3 THE DEPONENT: Again, I think I generally 

4 Q. And then below that is an email dated 4 understood that through scale engineering, through 

5 May 13th, 2016, that was sent to you by 03:16:36 5 sort of continuation on design, that the price of 03:18:39 

6 Jeff Holden, correct? 6 lasers goes down. 

7 A. Yeah. Yeah. 7 But I don't think I ever followed up on 

8 Q. And what you say in your response is, 8 this and had these discussions on lasers. 

9 "Comments below." 9 Q. (By Ms. Dunn) Okay. My question is, I 

10 Do you see that? 03:16:46 10 guess, a legalistic one -- 03:18:50 

11 A. Yep. 11 A. Okay. 

12 Q. And so is it correct that, below, you 12 Q. -- but do you know what it means when I 

13 have added text where you were commenting on what 13 say "refresh your recollection"? 

14 Mr. Holden said, that we find your comments in -- 14 A. Not really. 

15 in the email directly below your email? 03:17:00 15 Q. Okay. What -- what I'm asking, to be 03:18:59 

16 A. Yes. 16 more specific, is if by looking at this document, 

17 Q. Okay. Direct your attention to the third 17 it triggers something in your memory and you say, 

18 paragraph at the bottom? 18 oh, now I remember. 

19 A. Okay. 19 A. I -- I remember -- this refreshes my 

20 Q. And I believe this is Mr. Holden saying, 03:17:17 20 recollection in that it reminds of the time at 03:19:12 

21 "We also discussed the laser plan. 21 which I sent this email and gives me, like, a 

22 22 little bit of texture of what was going on at that 

23 23 time, like it is -- it is familiar. 

24 24 Q. Okay. 

25 03:17:34 25 A. Yeah. 03:19:30 

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1 Q. So, vaguely, you -- this triggers a 03:19:31 

2 memory that -- 

3 A. Yeah. 

4 Q. -- you were having this conversation? 

5 A. Correct. 03:19:36 

6 MS. DUNN: Objection to form. 

7 THE DEPONENT: It -- I most definitely 

8 remember -- I remember writing this email. 

9 Q. (By Ms. Dunn) Oh, you do? 

10 A. Yeah. 03:19:48 

11 Q. Okay. 

12 A. Yeah. And it's kind of fun to -- like, I 

13 still got it, you know. It's... 

14 Q. Okay. Did you, at any point, ask about 

15 -- ask to see this new design that was predicted to 03:20:00 

16 

17 A. No. 

18 Q. Was that exciting to you? 

19 A. If -- if that could be done, of course, 

20 yes. That's interesting. 03:20:11 

21 Q. Did you talk to anybody about it? 

22 A. I did not. 

23 MR. VERHOEVEN: All right. Let's mark as 

24 Exhibit 387 an email string bearing Control 

25 Numbers Uber 64468 through 69. 03:20:32 

Page 294 

1 if there was any other time where anybody outside 03:22:10 

2 Uber would have been told. I mean, there's 

3 lawyers, outside lawyers. But that doesn't really 

4 count. 

5 I can't -- I can't think of anything. 03:22:21 

6 Q. (By Mr. Verhoeven) The intention was to 

7 keep it private and confidential -- 

8 A. Yeah. 

9 Q. -- up until the time you announced it 

10 publicly, right? 03:22:27 

11 A. Correct. Yes. 

12 Q. Why didn't you tell anybody about it 

13 after you signed the merger agreement? 

14 A. Because I think there's still a potential 

15 for the -- for the merger to ultimately not happen; 03:22:44 

16 and second is that, until we were ready to announce 

17 it, like, where we're going to merge the entire 

18 effort, the whole thing, you shouldn't talk about 

19 it. 

20 So we were in a situation where there was 03:23:02 

21 a consulting piece, and then there was a, "okay, we 

22 are actually going to put these things together" 

23 piece. So... 

24 Q. But the merger agreement was where you 

25 said you signed on the dotted line that you were 03:23:13 

Page 296 

1 (Exhibit 387 was marked for 03:20:35 1 going to put these things together, right? 03:23:14 

2 identification by the court reporter and is 2 MS. DUNN: Objection to form. 

3 attached hereto.) 3 THE DEPONENT: I believe there are 

4 Q. (By Mr. Verhoeven) You see this is an 4 certain constraints or limitations or -- or 

5 email from yourself, dated August 16th, 2016, 

6 during the subject line messaging notes? 

03:21:06 5 criteria by which it wouldn't happen. And that's 03:23:20 

6 why you had to go -- well, we just had a period of 

7 A. Yeah. 7 time where it was in this middle area, post-signing 

8 Q. What did you mean by messaging notes? 8 pre-closing. 

9 A. I mean, this -- this is right around the 9 So until it closed, we didn't want to 

10 announcement, so I -- I don't know what these notes 03:21:22 10 talk about it. 03:23:37 

11 are from, per se, but my guess is, it's about how 11 Q. (By Mr. Verhoeven) Don't most companies 

12 do we want to talk about the effort and the 12 announce these -- these types of transactions upon 

13 acquisition. 13 a completion of the merger deal, before the 

14 MS. DUNN: You need time to read the 14 closing? 

15 document. Take your time. 03:21:46 15 A. I think most deals -- not all deals. I 03:23:51 

16 THE DEPONENT: Okay. 16 mean, I have worked on deals where that didn't 

17 Q. (By Mr. Verhoeven) When was the first 17 happen. So... 

18 time that you let anybody outside of Uber know 18 Q. Most of time, that's what -- what 

19 about this deal? 19 happens, right? 

20 MS. DUNN: Objection to form. 03:21:54 20 MS. DUNN: Objection to form. 03:24:01 

21 Q. (By Mr. Verhoeven) Was it the 21 THE DEPONENT: I'm thinking of 

22 announcement? 

23 MS. DUNN: Same objection. 

22 acquisitions we have done -- literally, 

23 acquisitions that Uber has done -- where we 

24 THE DEPONENT: I'm -- I'm thinking. I 24 announce post-closing. 

25 mean, that was the intention. I am trying to think 03:22:06 25 Q. (By Mr. Verhoeven) Which ones? 03:24:09 

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1 A. The China deal. 03:24:09 

2 Q. Okay. 

3 A. I think we did the same thing with our 

1 lot of emails from him. I don't know what that was 03:26:42 

2 about. He usually -- he's just a more disorganized 

3 kind of person. 

4 acquisition in Toronto recently. We waited until 4 Q. So how did he communicate, if he didn't 

5 closing. 03:24:18 5 send a lot of emails? 03:26:54 

6 Q. And why would you wait till closing 6 A. Meetings, phone calls. 

7 instead of the time of the merger? 7 Q. He didn't like to leave a written record 

8 A. Because a lot of times, pre-closing, 8 of what he was doing, did he? 

9 there may be reasons why the -- why the agreement 9 MS. DUNN: Objection to form. 

10 ultimately doesn't -- like, why the merger or the 03:24:27 10 MR. CHATTERJEE: Form. 03:27:08 

11 acquisition doesn't actually happen. There -- 11 THE DEPONENT: I wouldn't -- I wouldn't 

12 there can be criteria, reasons, et cetera, why it 12 characterize it that way at all. 

13 doesn't close. 13 Q. (By Mr. Verhoeven) So if you look down 

14 MR. VERHOEVEN: Okay. Let's mark as 14 the page, there's an email from John Krafcik. 

15 Exhibit 388 an email string bearing Control Numbers 03:24:46 15 A. Yeah. 03:27:20 

16 Uber 64406 through 407. 16 Q. Who is he? 

17 (Exhibit 388 was marked for 17 A. He's the guy who runs Google's autonomy 

18 identification by the court reporter and is 18 effort. 

19 attached hereto.) 19 Q. The CEO of Waymo today, right? 

20 Q. (By Mr. Verhoeven) So the top email is 03:25:18 20 A. Correct. 03:27:38 

21 an email from Emil Michael, dated August 19th, 21 Q. And it's from Mr. Krafcik to Mr. Michael, 

22 2016, to Mr. Levandowski and yourself, correct? 22 correct? 

23 A. Sorry. I was reading this email. Can 23 A. Yeah. 

24 you say that again. 24 Q. This email was forwarded to you, correct? 

25 Q. Okay. The top email -- 03:25:38 25 A. It looks like it, yes. 03:27:48 

Page 298 Page 300 

1 A. Yeah. 03:25:41 1 Q. And it characterizes a meeting that 03:27:49 

2 Q. -- is an email from Mr. Michael, dated 2 Mr. Krafcik had with Mr. Michael, right? Or, I 

3 August 19th, 2016 -- 3 apologize, a call that Mr. Michael had with 

4 A. Yeah. 4 Mr. Krafcik, correct? 

5 Q. -- to Anthony Levandowski and yourself, 03:25:46 5 A. Hold on. Let me just read this. 03:28:00 

6 correct? 6 Yeah, appears to be so, yeah. 

7 A. Yeah. 7 Q. Okay. And in his summary of this 

8 Q. And I notice the email address for 8 telephone call, Mr. Michael says, "Only one 

9 Anthony Levandowski is not an Uber email address; 9 thing" -- I am sorry. I mischaracterized it. 

10 it's an Otto email address; is that right? 03:25:58 10 In this an email from Mr. Krafcik -- 03:28:38 

11 A. Yeah. 11 A. Yes. 

12 Q. So did Mr. Levandowski work -- still work 12 Q. -- to Mr. Michael, one of the things that 

13 in August from his Otto email account? 13 Mr. Krafcik says is, "The only one thing you said 

14 A. A lot of times when you're sending 14 surprised me -- that the auto acquisition was about 

15 emails, it just pops up the one you are used to 03:26:12 15 'assembling talent.'" 03:28:52 

16 sending it to. I assume that all these got merged 16 A. Yeah. 

17 onto the same system, ultimately. 17 Q. Do you see that? 

18 Q. Do you have any recollection of him not 18 A. I sure do. 

19 wanting to use the Uber email account? 19 Q. And then in the email that Mr. Michael 

20 A. Post-acquisition, no. 03:26:31 20 forwards to you -- 03:29:00 

21 Q. Do you have -- 21 A. Yeah. 

22 A. Let's call it post-closing, for sure. 22 Q. -- he says, "You guys will love this 

23 Q. Do you have any recollection of not 23 S word..." 

24 liking to send emails? 24 Do you see that? 

25 A. Not really. I don't -- I didn't see a 03:26:40 25 A. Yes, I do. 03:29:11 

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1 Q. What did he mean? 03:29:11 

2 MS. DUNN: Objection to form. 

3 MR. CHATTERJEE: Form. 

4 Q. (By Mr. Verhoeven) Did you understand 

5 this when you received it? 03:29:15 

6 A. Yes. 

7 Q. Okay. What was your understanding? 

8 A. John was -- John was upset about the deal 

9 and pretending like he wasn't. 

10 Q. What do you mean by that? 03:29:37 

11 A. Well, he's trying to -- he's talking 

12 trash on the people that were part of the deal, 

13 that were his own employees not too long before. 

14 Q. Okay. 

15 A. And, like, if he wasn't upset about the 03:29:45 

16 deal -- sorry, if it wasn't upset about the talent, 

17 it's very strange that two or three months later, 

18 that they would sue in arbitration for us 

19 assembling that talent. 

20 Q. Why would he try to pretend he's not 03:29:58 

21 upset? 

22 A. Maybe because he's insecure. 

23 Q. That's you speculating? 

24 A. Probably. 

25 MS. DUNN: Objection to form. 03:30:10 

Page 302 

1 Q. Okay. But you were laughing because you 03:31:11 

2 know they were very good, right? 

3 A. Well, I feel like they were, yeah. 

4 Q. Okay. Was there a meeting in July or 

5 August of 2016 that you recall with Mr. Krafcik? 03:31:36 

6 A. I don't remember the date. I do remember 

7 a meeting in Mountain View with Krafcik, Drummond, 

8 David Drummond, as well as -- I think Emil was 

9 there, too. 

10 Q. Okay. 03:31:56 

11 A. I think so. I don't know for sure, but I 

12 think he was. 

13 Q. Anyone else you remember at the meeting? 

14 A. No. 

15 Q. Okay. What was the purpose of the 03:32:03 

16 meeting? 

17 A. To see if we could put a partnership 

18 together. 

19 Q. I am sorry, what was -- what date do you 

20 remember it being? 03:32:11 

21 A. I don't remember. 

22 Q. Was it in 2016? 

23 A. Yes. 

24 Q. Okay. And what happened at the meeting? 

25 A. I think there was a lot of small talk. 03:32:24 

Page 304 

1 Q. (By Mr. Verhoeven) Do you have any 03:30:10 

2 discussions with Mr. Michael about -- about this 

3 telephone call? 

4 A. I don't remember specific discussion, but 

5 I did enjoy this email. 03:30:20 

6 Q. You enjoyed it? 

7 A. It's strange for a leader to talk trash 

8 on the people that he hired just because they leave 

9 and work somewhere else. 

10 Q. Where is he talking trash? 03:30:33 

11 A. He basically said, "Only one thing you 

12 said surprised me, that the auto acquisition was 

13 about assembling talent." 

14 He said he knows the CV's and the 

15 pedigrees of all the folks that came from his team. 03:30:45 

16 And it's like he's literally talking trash about 

17 the people that used to work for him -- 

18 Q. And -- 

19 A. -- saying that they are -- they are not 

20 that good. 03:30:56 

21 Q. And you knew they were good? 

22 A. Well, I certainly felt that they were. 

23 They don't -- I mean, I am not in the details to 

24 work with all these individuals, it's just -- it's 

25 kind of a lowbrow thing to do. 03:31:06 

Page 303 

1 It was our -- I think it was the first time we were 03:32:26 

2 meeting Krafcik. He gave us a tour of the -- some 

3 of the facility, and then we spent the conversation 

4 with us talking -- you know, myself and Emil 

5 talking about our ideas for how we could partner. 03:32:44 

6 And Krafcik really sort of not deeply 

7 engaging in the -- in the conversation. 

8 Q. He wasn't interested? 

9 A. It didn't -- 

10 MS. DUNN: Objection to form. 03:32:59 

11 THE DEPONENT: It didn't seem that he 

12 was. 

13 Q. (By Mr. Verhoeven) Do you remember 

14 anything specific that he said? 

15 A. No, it was just like, you know, you know 03:33:04 

16 in a business deal whether somebody is interested 

17 or not, sometimes they say, oh, that's -- that's 

18 interesting. Let me get back to you. That may not 

19 mean they are interested. 

20 Q. Were you making a pitch to partner with 03:33:18 

21 them? 

22 A. I was constantly making a pitch to 

23 partner with them. 

24 Q. Okay. Did Mr. Drummond say anything at 

25 the meeting? 03:33:27 

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1 A. Little bit, but, you know, David is well 03:33:28 

2 known for saying very little. 

1 there's a big space, and then there's a seventh 03:48:02 

2 that says, "TK questions." 

3 Q. Do you remember anything he said? 3 A. Yeah. 

4 A. No. 4 Q. Do you see that? 

5 Q. Okay. Can we pause for a second and get 03:33:41 5 A. Yeah. 03:48:10 

6 a time? 6 Q. Well, before I get -- before I get into 

7 THE VIDEOGRAPHER: Yes. Going off the 7 the specifics, who was -- who were members of the 

8 record. The time is 3:33. 8 Birdhouse group? 

9 (Recess taken.) 9 A. And, again, it depends on the timing, 

10 THE VIDEOGRAPHER: Okay. This marks the 03:45:22 10 like -- but the latest Birdhouse would be -- the 03:48:24 

11 beginning of DVD No. 4 in the deposition of 11 latest -- the latest Birdhouse meeting would be the 

12 Travis Kalanick. Going back on the record. The 12 leads in autonomy. So the overall leads for the 

13 time is 3:45. 13 effort. 

14 MR. VERHOEVEN: Let's mark as Exhibit 389 14 When it first started, it was about 

15 a document bearing Control Number Uber 76770. 03:45:38 15 hard -- the sort of hardware team, and the -- like, 03:48:46 

16 (Exhibit 389 was marked for 16 one guy from hardware -- well, not even that. One 

17 identification by the court reporter and is 17 guy from the -- two guys from business development 

18 attached hereto.) 18 who are dealing with the auto manufacturers, one 

19 Q. (By Mr. Verhoeven) Do you see that you 19 guy from safety, myself and maybe one or two other 

20 are referenced in this document, TK says, TK 03:46:10 20 people. 03:49:18 

21 question? 21 

22 A. Yeah. 22 This is sort of in 

23 Q. What -- what does Birdhouse LiDAR 23 the middle of the timeline of where we started to 

24 discussion refer to? 24 where we ended up, so that's why I'm a little bit 

25 A. Birdhouse started out as, like, a regular 03:46:24 25 not totally sure. 03:49:28 

Page 306 Page 308 

1 meeting that we had about 03:46:33 1 Again, the end would be the leads for -- 03:49:30 

2 . And, over time, it 2 for the autonomy effort, meaning all the people 

3 became our regular update on what's going on. 3 that directly report to Anthony; 

4 I am not sure where this is in that 4 

5 timeline, but that was generally what Birdhouse was 03:46:54 5 03:49:44 

6 about. 6 Q. Okay. Looking at the second bullet, it 

7 Q. Well, the date is -- 7 says, 

8 A. Yeah, I see the date. I just -- 8 

9 apologize. Go ahead. I'm sorry. 9 Do you see that? 

10 Q. I was just going to say, the date is 03:47:04 10 A. Yes, I do. 03:50:09 

11 September 19th, 2016; is that how you read that? 11 Q. What does that mean? 

12 A. Yes. Yeah. 12 A. I think what it means is that we -- 

13 Q. Go ahead. If you want to finish, go 13 

14 ahead. 14 

15 A. Yeah, I just don't know where that sits 03:47:12 15 03:50:32 

16 in terms of how Birdhouse 16 Q. What is T1 and T2? 

17 -- to 17 A. This is tier 1 and tier 2. 

18 a general review of autonomy and how we were doing, 18 Q. I see. 

19 if there was a transition, sort of a general, slow 19 And then the one, two, three, four, fifth 

20 transition to the latter. I am not sure where 03:47:30 20 bullet down says, 03:50:44 

21 September 19th was in that -- in that. 21 

22 Q. I am not going to ask you about all the 22 Do you see that? 

23 TK references, just -- just a couple. 23 A. Yeah. 

24 A. Uh-huh. 24 Q. What's your -- what's your understanding 

25 Q. So there's six solid flush-left bullets, 03:47:57 25 of that bullet? 03:50:57 

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1 A. It sounds like he wants to make lasers. 03:51:05 

2 Q. Okay. And then the bullet says, "auto 

3 timing"? 

4 A. Yeah. 

5 Q. And does -- there's a bunch of 03:51:11 

6 sub-bullets? 

7 A. Yeah. 

8 Q. Second-to-the-bottom sub-bullet says, 

9 "Using fiber lasers." 

10 Do you see that? 03:51:21 

11 A. I do. 

12 Q. Is this a ref-- -- what is this a 

13 reference to? 

14 A. That, I don't know. I don't know what -- 

15 I just don't know -- I can't get to that level of 03:51:28 

16 specificity on the technology. 

17 Q. Have you ever heard of a spider design? 

18 A. Yes, I have. 

19 Q. Okay. What did you hear about that? 

20 MS. DUNN: Objection to form. 03:51:43 

21 THE DEPONENT: The first time I heard 

22 about it was in one of your filings. 

23 Q. (By Mr. Verhoeven) Okay. Same -- same 

24 question with Fuji design? 

25 A. Yeah, so Fuji was our own design, if I 03:51:52 

Page 310 

1 A. Yeah. Yup. 03:54:14 

2 MS. DUNN: Can we pause for a second? In 

3 looking at this document, I am not entirely sure. 

4 MR. VERHOEVEN: Let's go off. 

5 MS. DUNN: Yeah, I would like to go off 03:54:22 

6 the record. 

7 MR. VERHOEVEN: Let's go off the record. 

8 We are not using my time. 

9 THE VIDEOGRAPHER: Going off the record. 

10 The time is 3:54. 03:54:28 

11 (Recess taken.) 

12 THE VIDEOGRAPHER: We are back on the 

13 record at 3:57. 

14 MS. DUNN: Uber's position on Exhibit 390 

15 is that it has been inadvertently produced, and our 03:58:13 

16 position is that we are going to claw this 

17 exhibit back. 

18 MR. VERHOEVEN: We object to that, but, 

19 obviously, you have a right to claw it back. 

20 MS. DUNN: Thanks. 03:58:29 

21 Q. (By Mr. Verhoeven) Was there a period of 

22 time in which Mr. Drummond was on the Uber board? 

23 And did there come a time when Uber shut him out 

24 from the board? 

25 MR. CHATTERJEE: Object to form. 03:58:54 

Page 312 

1 remember correctly. 03:51:55 1 THE DEPONENT: Yes. 03:58:56 

2 Q. And what was the first time you heard the 2 Q. (By Mr. Verhoeven) When did that happen? 

3 phrase "Fuji design"? 3 A. I would characterize it as asking him to 

4 A. I can't say for sure it was in your 4 recuse himself from board meetings. Let's put it 

5 filing. I can't say for sure. I spent a lot more 03:52:05 5 that way. 03:59:01 

6 time reading that term once your filing came out. 6 Q. Okay. When did that first happen? 

7 So -- but I understand it to generally be our 7 A. My recollection is, that happened around 

8 effort to make our own lasers. 8 October of 2014. 

9 Q. Did you have any involvement in a 9 Q. '14? 

10 decision to -- for Uber to switch from pursuing 03:52:31 10 A. Yup. Yup. I think so. There's a 03:59:14 

11 this spider design and transition to using a Fuji 11 point -- 

12 design? 12 Q. I am sorry. Go ahead. 

13 A. No. 13 A. There's a point he formally resigned from 

14 Q. Did anyone ever talk to you about it? 14 the board, and that is different when he stopped 

15 A. Not that I know of. 03:52:49 15 attending board meetings. 03:59:36 

16 MR. VERHOEVEN: Let's mark as Exhibit 390 16 Q. Okay. And what -- on what occasions did 

17 an email dated January 18th, 2017, from Mr. -- from 17 you exclude him from board meetings before he 

18 Travis to Travis Kalanick. And it bears Control 18 resigned? 

19 Numbers Uber 651, 67. 19 MS. DUNN: Objection to form. 

20 (Exhibit 390 was marked for 03:53:31 20 THE DEPONENT: I think it was a mutual 03:59:47 

21 identification by the court reporter and is 21 understanding that he probably shouldn't attend. 

22 attached hereto.) 22 Q. (By Mr. Verhoeven) Any or just when a 

23 Q. (By Mr. Verhoeven) Do you see there's an 23 certain subject matter was discussed? 

24 email below from Salle to Anthony. 24 A. Any. 

25 Do you see that? 03:54:11 25 Q. Okay. So around the date you gave in 03:59:57 

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1 2014, from then on, you didn't attend any board 04:00:01 

2 meetings? 

3 A. Correct. 

4 Q. Okay. Do you remember any discussions 

5 with him about the decision that he shouldn't 04:00:09 

6 attend any board meetings? 

7 A. I do. 

8 Q. Okay. What did you say to him? What did 

9 he say to you? 

10 A. He said that Google is intending to 04:00:20 

11 compete with Uber in the ridesharing space. And 

12 that the efforts were substantive enough and 

13 serious enough that he felt compelled to tell us 

14 that that was happening. 

15 Q. Okay. Did he do that orally or in 04:00:45 

16 writing? 

17 A. That was orally. 

18 Q. Okay. And who was present when he said 

19 that? 

20 A. Just me. 04:00:55 

21 Q. All right. And what did you say to him? 

22 A. I -- I think I expressed disappointment. 

23 Q. I thought I saw you smile a little bit. 

24 Did you say something? 

25 A. No. No. I was -- it was -- that was not 04:01:05 

Page 314 

1 A. I can't remember if there was a phone 04:02:33 

2 call or not. I don't remember. He either called 

3 me, or Emil. I can't remember each one. It may 

4 have been -- you know what, it was me. Yup. There 

5 was a phone. I think he called -- either he called 04:02:46 

6 me, or we arranged a time to talk on the phone. 

7 Q. Okay. And when was that? 

8 A. I don't remember. There's probably three 

9 or four ways to find out. I don't remember the 

10 exact date. 04:03:01 

11 Q. What did he say to you, and what did you 

12 say to him? 

13 MS. DUNN: Objection to form. 

14 THE DEPONENT: He said, look, whether 

15 it's some kind of conflict or -- he just felt -- 04:03:05 

16 his -- his approach for the entire -- his and my 

17 approach were very similar in the period 

18 following -- 

19 Q. (By Mr. Verhoeven) Go ahead. I am 

20 sorry. 04:03:28 

21 A. Yeah, no, it's okay. His approach and my 

22 approach were similar in the time period following 

23 where he let me know that he was competing. We 

24 both were trying to find a way for Uber and Google 

25 to partner autonomy and ridesharing together, like 04:03:44 

Page 316 

1 a smile. 04:01:07 1 some way to partner together. 04:03:50 

2 Q. Okay. What did you say? How did you 2 He was a big believer it was the right 

3 express your disappointment? 3 thing. I was a big believer it was the right 

4 A. My face looked sullen. And just how does 4 thing. I could get my company behind that. But 

5 somebody express disappointment? They are just 04:01:24 5 David couldn't get -- couldn't get, you know, Larry 04:03:59 

6 like, I'm really sorry to hear that. And that's 6 and other folks and just Google, essentially, 

7 unfortunate. And I don't remember my exact words, 7 behind that notion. 

8 but I remember feeling disappointed a little bit, a 8 Q. Do you remember anything more specific -- 

9 little burned by the relationship. And it was just 9 A. No. 

10 generally unfortunate. 04:01:39 10 Q. -- with that discussion? 04:04:28 

11 Q. Do you remember anything else you or he 11 A. Oh, what the -- 

12 said during that conversation? 12 Q. What happened on the phone call. 

13 A. Not really. 13 A. Yeah. So -- sorry, I lost myself. I 

14 Q. Did the discussion of his attendance at 14 remembered that beforehand. 

15 board meetings come up in that discussion? 04:01:50 15 Q. So that was before the phone call? 04:04:37 

16 A. It may have, but I don't remember 16 A. That was before. So that's context for 

17 specifically. 17 what leads up to that phone call. 

18 Q. And this conversation, when Mr. Drummond 18 Q. Okay. 

19 told you that, can you pinpoint when that occurs as 19 A. And I think his overall communication was 

20 best you can? 04:02:03 20 that we had just gotten to a point where maybe 04:04:46 

21 A. It was in October 2014, just following a 21 there's just no way for us to partner, and the fact 

22 board meeting. 22 that he -- it doesn't look good that we are -- 

23 Q. Okay. Did you have any discussions with 23 Q. Keep going. 

24 Mr. Drummond in relation to his decision to resign 24 A. It doesn't look good that we're competing 

25 from the board? 04:02:24 25 while he's also on the board. 04:05:00 

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1 Q. I was doing two things at once. I didn't 04:05:06 

2 mean to -- 

3 A. No, that's okay. 

4 Q. Just trying to speed things up. 

5 A. That's all right. 04:05:11 

6 Q. In connection with your departure from 

7 the position of CEO of Uber -- 

8 A. Yeah. 

9 Q. -- did the discussion -- was there any 

10 discussion of the Waymo lawsuit? 04:05:25 

11 MS. DUNN: Objection to form. 

12 THE DEPONENT: There was not a discussion 

13 of the Waymo lawsuit when I resigned, no. 

14 Q. (By Mr. Verhoeven) Okay. 

15 04:05:41 

16 

17 

18 MS. DUNN: Objection to form. 

19 THE DEPONENT: 

20 Q. (By Mr. Verhoeven) 04:05:51 

21 A. 

22 

23 

24 

25 ///// 

Page 318 

1 A. I believe so. I mean, I would have to 04:07:24 

2 read the whole thing compared to what I have -- 

3 Q. Well, take your time. 

4 A. -- but it looks approximately the same. 

5 Q. Take your time. 04:07:29 

6 A. Okay. Let me just read it real quick. 

7 Okay. 

8 Q. Just one second. 

9 A. Okay. 

10 Q. Okay. Do you need the question again? 04:08:44 

11 A. Yeah. 

12 Q. 

13 

14 

15 Do you remember that testimony? 04:08:59 

16 MS. DUNN: Objection to form. 

17 THE DEPONENT: I do. 

18 Q. (By Mr. Verhoeven) And you referred to a 

19 letter. 

20 Do you remember that? 04:09:05 

21 A. Yes. 

22 Q. Is this the letter? 

23 A. Yes. 

24 Q. Okay. Do you need to take a minute? 

25 A. No, let's keep going. 04:09:14 

Page 320 

1 (Exhibit 391 was marked for 04:06:05 1 Q. And do you recall any -- not everything 04:09:15 

2 identification by the court reporter and is 2 there, but just the Waymo lawsuit. Do you remember 

3 attached hereto.) 3 any discussion you had with this decision on the 

4 MR. VERHOEVEN: Okay. Let's mark as 4 subject of the Waymo lawsuit beyond this letter? 

5 Exhibit 391 an email dated June 20th, 2017, bearing 04:06:10 5 A. There was none. 04:09:39 

6 Control Numbers Uber 99109 through 9910. 6 Q. Okay. In October of 2016, do you 

7 MS. DUNN: Pursuant to the Court's order 7 remember having a discussion with Mr. Larry Page? 

8 on the motion in limine, I'm going to instruct the 8 A. Yes. Yes. 

9 witness he can answer questions about this, to the 9 Q. Okay. Did you call him? 

10 extent that the questions have to do with this 04:06:47 10 A. I think he called me. 04:09:58 

11 lawsuit. 11 Q. Did you -- did you ask him to call you? 

12 MR. VERHOEVEN: Okay. 12 A. Yes, that's -- I did. That's usually how 

13 MS. DUNN: Thanks. 13 it works with him, I think. 

14 MR. VERHOEVEN: We object to that. I'm 14 Q. Okay. Did you tell him you wanted to 

15 not sure we will have a problem, but we object to 04:06:58 15 talk about his interest in flying -- what was it -- 04:10:07 

16 that. I certainly don't recall any instruction 16 flying -- what -- what did you tell him you wanted 

17 from the judge on that. 17 to talk about? 

18 Q. (By Mr. Verhoeven) So is this the letter 18 A. I wanted to talk him about flying cars. 

19 that you are referring to? 19 Q. That's it. 

20 I apologize that it's hardly legible, but 04:07:12 20 A. How could you forget that? 04:10:25 

21 that's the way it was produced by your counsel. 21 Q. I didn't know the right name for it. I 

22 A. This looks like it, yeah. 22 was going to say flying cars, but I thought that 

23 Q. Well, I need to know, yes or no. 23 would be too simplistic. 

24 A. Yes. Yes. 24 A. We call them -- what's the other word for 

25 Q. This is the letter you were referring to? 04:07:23 25 it -- oh, yeah, VTOL, vertical takeoff and landing. 04:10:39 

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1 Q. And -- and so a call happened in October 04:10:45 

2 of 2016? 

3 A. Yes. 

4 Q. Okay. Was there any discussion on that 

5 call about driverless cars? 04:10:55 

6 A. I definitely -- I mean, for me, it was -- 

7 it was starting with flying cars, but also talking 

8 about -- 

9 Q. Sure. 

10 A. -- hey, is there a potential partner -- 04:11:12 

11 is there a potential partner together. Those are 

12 two big things I wanted to speak about. 

13 So, yes, partnering on driverless cars, 

14 sorry. 

15 Q. Okay. 04:11:21 

16 A. Yeah. 

17 Q. So what did you say to him about 

18 partnering on -- in this conversation -- 

19 A. Yeah. 

20 Q. -- about partnering on driverless cars? 04:11:26 

21 A. I don't remember the specific details, 

22 but I -- was very similar to all the considerations 

23 I have had over the years, which is: You guys 

24 have -- you guys have been working on this quite a 

25 while. You have great expertise. We have 04:11:43 

Page 322 

1 Q. A disagreement? 04:13:04 

2 A. -- a -- 

3 MS. DUNN: Objection to form. 

4 THE DEPONENT: It was like we were 

5 having -- it was -- I felt like he wasn't -- we 04:13:09 

6 didn't understand each other. It was just strange. 

7 Because he -- I was trying to tell him, like, just 

8 because we have hired his people, we haven't taken 

9 his IP. And he kept not understanding that, but 

10 not explaining himself either. He wasn't getting 04:13:2 

11 into details or in any way sort of helping me 

12 understand his issue. 

13 Q. (By Mr. Verhoeven) Did you say you would 

14 look into it? 

15 A. I told him, we will open up our facility 04:13:39 

16 if you think we have taken IP. Like, come take a 

17 look. We will have your people take a look. We 

18 will dig deep and make sure. But we were very 

19 confident about the process of acquisition and the 

20 process we have in hiring people. 04:13:54 

21 Q. Do you remember saying that to Mr. Page? 

22 A. I do. 

23 Q. Okay. And what did he say in response? 

24 A. He -- he kind of just kept repeating the 

25 same thing. This is what I remember. I don't 04:14:06 

Page 324 

1 developing expertise, but we haven't been in this 04:11:46 1 remember the specific words, but it was -- it felt 04:14:07 

2 industry as long. We certainly have a lot of 2 like he was repeating the same thing over and over 

3 ridesharing things going on. There could be a 3 again. 

4 really interesting -- interesting potential in 4 Q. So you don't remember beyond that what he 

5 partnering those two efforts. 04:11:58 5 said? 04:14:14 

6 Q. And what did he say on that subject in 6 A. No. 

7 response to you during that call? 7 Q. Do you remember anything else during that 

8 A. He said, still not very interested. And 8 conversation on the subject of driverless cars 

9 maybe we can talk about that again in the new year. 9 beyond what you already testified to? 

10 Q. Did he say anything else that you can 04:12:12 10 A. I don't remember anything else. 04:14:26 

11 recall on the subject? 11 MR. VERHOEVEN: All right. I have no 

12 A. On -- on the partnering subject? 12 further questions at this time. 

13 Q. Yes, or the subject of driverless car 13 Oh. Sorry. I have a couple more 

14 technology. 14 questions. 

15 A. He -- he was -- he was upset about what 04:12:22 15 THE DEPONENT: Okay. 04:14:36 

16 he -- what he kept talking about was us taking his 16 MR. VERHOEVEN: Won't be long. 

17 IP. 17 (Discussion off the stenographic record.) 

18 Q. So what did he say about that? 18 Q. (By Mr. Verhoeven) What did you do to 

19 A. He kept saying that he -- that -- that we 19 get prepared for today? 

20 have taken his IP. And I kept responding and 04:12:45 20 A. Spent a lot of hours sort of -- spent a 04:14:49 

21 telling him that hiring his people is not taking 21 lot of hours just trying to understand what a 

22 his IP. 22 deposition is about, try to understand how I should 

23 Q. And what did he say in response to you 23 approach this, generally. 

24 when you said that? 24 Q. Did you meet with people? 

25 A. It was like we were having -- 04:12:59 25 A. Yeah. 04:15:07 

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1 Q. Other than attorneys, did you ever 04:15:09 

2 have -- in preparation for this deposition, did you 

3 have conversations with non-attorneys? 

4 A. No. 

5 Q. When did you meet with the attorneys? 04:15:18 

6 A. Some on Monday; some on Tuesday; some on 

7 Wednesday. 

8 Q. So you prepped for three days? 

9 A. I did some amount of time on each of 

10 those days, yes. 04:15:30 

11 Q. Can you give some sense of how much you 

12 spent on each day? 

13 A. It was sort of like it ranged from four 

14 to eight hours. 

15 Q. Okay. 04:15:50 

16 A. On each day. 

17 Q. On each day. 

18 What is that, 12 to -- 

19 A. Yeah, it wasn't 24. Because it was 

20 like -- I think it may have been like four hours on 04:15:5620 

21 the shortest day and eight hours on the longest. 

22 Q. Okay. 

23 A. And -- and one more thing on this, just 

24 to be clear, is like there -- that wasn't like a 

25 straight eight hours. So, like, some of that time, 04:16:13 

Page 326 

1 MS. DUNN: Okay. Great. Thank you. 04:17:27 

2 Charlie. 

3 MR. VERHOEVEN: Nothing further. 

4 THE VIDEOGRAPHER: This marks the end of 

5 DVD No. 4 in the deposition of Travis Kalanick. We 04:17:34 

6 are going off the record. The time is 4:17. 

7 (Recess taken.) 

8 THE VIDEOGRAPHER: Six hours and 15 

9 minutes. So 45 minutes left. 

10 MS. DUNN: Forty-five minutes left. 04:19:03 

11 Thank you. 

12 (TIME NOTED: 4:19 p.m.) 

13 

14 

15 

16 TRAVIS KALANICK 

17 

18 

19 

21 

22 

23 

24 

25 

Page 328 

1 I'd just go work and then come back in. It wasn't 04:16:15 1 I, Rebecca L. Romano, a Certified Shorthand 

2 straight. But it was back and forth during that 2 Reporter of the State of California, do hereby 

3 time period. 3 certify: 

4 Q. Okay. Did you do any prep for this 4 That the foregoing proceedings were taken 

5 deposition before that week? 04:16:29 5 before me at the time and place herein set forth; 

6 A. No. 

7 Q. Okay. 

6 that any witnesses in the foregoing proceedings, 

7 prior to testifying, were administered an oath; 

8 MR. VERHOEVEN: At this time, I have no 8 that a record of the proceedings was made by me 

9 further questions. I have to say some things on 9 using machine shorthand which was thereafter 

10 transcribed under my direction; that the foregoing 10 the record, though. 04:16:35 

11 transcript is true record of the testimony given. 

11 So we reserve this time to ask further 12 Further, that if the foregoing pertains to the 

12 questions at a later time because there's privilege 13 original transcript of a deposition in a Federal 

13 fights that have not been resolved yet; document 14 Case, before completion of the proceedings, review 

14 production has not been completed; the text issue 15 of the transcript [ ] was [x] was not requested. 

15 is still being worked on. 04:16:56 16 I further certify I am neither financially 

16 And just for the record, we disagree that 17 interested in the action nor a relative or employee 

17 we are limited to an aggregate of seven hours. We 18 of any attorney or any party to this action. 

18 can deal with that later; but, for the record, we 19 IN WITNESS WHEREOF, I have this date 

19 disagree with that. 20 subscribed my name. 

20 MS. DUNN: For the record, our position 04:17:16 21 Dated: July 28, 2017 

21 is you are limited to seven hours. And we will 22 

22 just ask how much time has been reserved within 23 

23 that seven, so... 

24 THE VIDEOGRAPHER: Once I am done, I will 

25 give you the tally. 04:17:26 

24 Rebecca L. Romano, RPR, 

25 CSR. No 12546 

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Federal Rules of Civil Procedure 

Rule 30 

(e) Review By the Witness; Changes. 

(1) Review; Statement of Changes. On request by the 

deponent or a party before the deposition is 

completed, the deponent must be allowed 30 days 

after being notified by the officer that the 

transcript or recording is available in which: 

(A) to review the transcript or recording; and 

(B) if there are changes in form or substance, to 

sign a statement listing the changes and the 

reasons for making them. 

(2) Changes Indicated in the Officer's Certificate. 

The officer must note in the certificate prescribed 

by Rule 30(f)(1) whether a review was requested 

and, if so, must attach any changes the deponent 

makes during the 30-day period. 

DISCLAIMER: THE FOREGOING FEDERAL PROCEDURE RULES 

ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. 

THE ABOVE RULES ARE CURRENT AS OF SEPTEMBER 1, 

2016. PLEASE REFER TO THE APPLICABLE FEDERAL RULES 

OF CIVIL PROCEDURE FOR UP-TO-DATE INFORMATION. 

Case 3:17-cv-00939-WHA Document 1088-1 Filed 08/04/17 Page 85 of 86
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