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7/23/2019 George Lucas Deposition Techtopus 426-27
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EXHI IT NN
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Deposition of George Lucas
In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SAN JOSE DIVISION
IN RE: HIGH-TECH EMPLOYEE
ANTITRUST LITIGATION
THIS DOCUMENT RELATES TO:
ALL ACTIONS.
No. 11-CV-2509-LHK
CONFIDENTIAL - ATTORNEYS' EYES ONLY
VIDEO DEPOSITION OF GEORGE LUCAS
MARCH 28, 2013
Reported by: Rosalie A. Kramm, CSR No. 5469, CRR
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Deposition of George Lucas
In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
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THE VIDEOGRAPHER: Okay. If there are no
2
tipulations, will the court reporter please swear in the
3
itness.
4
5
GEORGE LUCAS,
6
aving been first duly sworn, testified as follows:
7
8
EXAMINATION
9
Y MR. SAVERI:
10
Q
ood morning, Mr. Lucas.
1
1
A. ood morning.
12
o you understand you're under oath here today?
13
.
es.
14
And do you understand that when you took the
15 oath you promised to tell the truth?
16
.
es.
17
And do you understand that the oath you gave is
18 just as binding as it would have been if given in front
19
f a jury in this case?
20
.
es.
21
.
kay. Where do you work? What's your business
22
ddress?
23
.
-- to be quite honest, I'm not quite sure. I
24
hink it's 5858 Lucas Valley Road.
25
. kay. And where do you reside?
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Deposition of George Lucas
In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
A. lie -- reside at .11111111111..
Q.
n --
Ili
A.
eah.
Q.
nd, Mr. Lucas, I am fighting a cold which has
affected my hearing a little bit, so I may ask you to
speak up a little bit.
A.
kay.
Q.
kay? Thank you.
Now, do you know what this litigation is about?
A. es.
Q.
an you tell me what you understand that the
litigation is about.
A.
here was a federal case brought against
Lucasfilm along with a lot of other companies, and
ultimately our connection to it has to do with -- I had
split off Pixar from Lucasfilm, and we, at that point --
I had talked to Ed Catmull about how we were splitting up
the employees, and that even though I knew they weren't
in the film business, I knew that was their desire, and
that we would, instead of destroy each other, we would
talk to each other about anybody who wanted to move from
one company to the other, and we wouldn't actively try to
raid each other's companies.
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Deposition of George Lucas
In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
Q.
ow did you learn that information that you
just gave me?
MR. KEKER: Object to the extent it calls for
attorney-client information. Talk about what you
learned, not from your lawyers.
BY MR. SAVERI:
Q.
id you -- did you learn any of that
information you just gave me, other than from your
lawyers?
A.
have a very vague remembrance of that
conversation with Ed Catmull.
Q.
kay. And I'm going to ask you some more
questions about that, but just can you generally tell me
when you recall that conversation -- when your
conversation with Ed Catmull happened.
A.
t was in the very early '90s.
Q
kay. Now, let me ask you a couple other
questions. Did you, in preparation for the deposition
today -- did you look at any documents?
A.
es.
Q.
And were those documents that your lawyers
provided to you to review?
A.
es.
Q.
kay. So in preparation for the deposition
today, did you yourself go to look at your records or
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Deposition of George Lucas
In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
entire period of time?
A.
es.
Q
kay. As you sit here today, do you maintain
any ownership interest in Lucasfilm?
A. o.
Q.
o when -- when Lucasfilm was sold to Disney,
did you dispose of your entire ownership interest in
Lucasfilm?
A.
es.
Q.
ow, was -- there was a point in time, and
we'll talk about it in a few minutes, where Lucasfilm
owned Pixar, correct?
A. ell, at that point it was called the Lucasfilm
Computer Division.
Q
kay. As you sit here today, do you
o you
own any interest in Pixar?
A.
o.
Q.
nd does Lucasfilm own any interest in Pixar?
A. o.
Q.
ere there written agreements that memorialized
the terms of the sale of Lucasfilm to Disney?
A. es.
Q
o any of those written agreements, to the best
of your recollection, say anything about the subject of
recruiting or hiring?
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In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
A. o.
Q.
kay.
A.
ot that I know of.
Q
missed this, but a few minutes ago you
identified the -- the name of the company that actually
owned Pixar. I think it was -- would you tell me the
name of that company.
A.
hat owned Pixar?
Q
hat owned Pixar. I think you said it was --
MR. KEKER: No. He said Lucasfilm Computer.
THE WITNESS: No, there was no -- Pixar was a
computer. It was no not a company.
BY MR. SAVERI:
Q. kay.
A.
t simply a division of Lucasfilm. It was the
computer division. It was our tech, research and
development company.
Q.
kay.
A.
r division.
Q.
got it.
Now, when did you sell your -- your interest in
the technology or the -- or the division associated with
Pixar?
A.
'm not absolutely sure. It was in the mid
'80s.
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Q.
kay. And subsequent to that are you aware
that the purchasers of that interest set up a company
called Pixar?
A.
es.
Q. kay. And subsequent to that time, did
Lucasfilm or some portion of that company do business
with Pixar?
A.
ell, that, I'm not sure of. I know that we
were very close.
Q. kay.
A.
nd that, you know, obviously we were the same
company for a long time.
Q.
ight.
A. And so everybody knew each other. And we
definitely worked on many of Pixar's movies as a sound
company.
Q.
kay. So let's -- let's go through that a
little bit.
Subsequent to the time that you sold your
interest and the company became Pixar, could you describe
for me the nature of -- of any collaborations between
Lucasfilm and Pixar, generally?
A. enerally, apart from -- specifically apart
from us -- them being a client at Skywalker Sound, and
the fact that ILM, Industrial Light & Magic, which the
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In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
A. es.
Q.
nd could you tell me when it contracted?
A. ell, it was mostly ILM, and when ILM was
between movies, even though we tried to retrain -- I mean
retain as many people as we could, we, you know -- they
would have to let certain people go in order to get
through the -- the spot where there was no business.
Q. And then when business kind of started back up
again, were people hired to -- to do the job on those
projects?
A.
es. But most of the people were put on
vacation.
Q
kay.
A. nd in training, things like that. But then
there were -- every time we would start a project, we'd
have to hire more people, depending on how much business
we had.
Q.
nd this kind of in and out that you've been
talking about, was that essentially a -- a feature of --
of -- of ILM's workforce?
A.
es.
Q. kay. And when -- can you give me a general
sense of kind of the magnitude of the kind of in and out
at ILM when you -- when ILM was going through a period
when they were busy with projects to a period where they
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weren't?
A.
hat's hard to say. Because as the company
grew and became more successful, the numbers shifted,
and, you know, the -- you know, it's hard for me to know
exactly how many they were letting go.
Q. nd then in terms generally of the Lucasfilm
workforce, how many -- or how much of that was ILM?
A.
'm not sure, but it was quite a bit. It was
probably 30 percent.
Q.
kay.
A.
0 percent.
Q
s it your view that the recruiting and
retention of top talent was important to the success of
Lucasfilm?
A.
es.
Q
kay. And how
nd can you explain that to
me. How or why was it important?
A. ell, I always -- the rule we had, or the rule
that I put down for everybody, was that since we started
the industry in terms of -- basically that main concern
was ILM, because the top talent in the other areas are
available, we can always go out and get somebody else.
Or, you know -- but I had said that we cannot get into a
bidding war with other companies because we don't have
the margins for that sort of thing.
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Deposition of George Lucas
In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
And I said if somebody comes and says that they
want -- you know, another company offered them a lot of
money, we say, great, go work for them. Good luck. If
you want, come back, but, you know, we can't afford that.
So -- and I said the key to our success is our
human resources department and our scouts. What we do is
we find young people, we train them, we get them up to
speed, and I had to constantly tell the -- the presidents
of the various entities that if -- there is nobody
invaluable. If somebody can get a better job, let them
do it. I know it's hard to go back and start over again,
but ultimately it's better than getting into a bidding
war with other companies.
And with that, that was the basic premise for
the way we ran the companies. We tried to run a very,
very good company for people. We paid people good wages.
We have lots of benefits, more than most companies. And
if they want the lifestyle, they'll stay. If they don't,
they just want the money, they'll go somewhere else.
Q.
ow generally did Lucasfilm go about recruiting
or finding the -- the good people during the time that
the company was growing?
A.
'm not sure. You know, the -- you know, it's
a big company. I know mostly -- the areas I know is in
visual effects, but even then I don't -- you know, I
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Deposition of George Lucas
In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
wasn't involved in any of that.
Q
kay. Did -- you mentioned a minute ago the
human resources or HR.
A.
h-huh.
Q think you -- I don't know if you called it a
department or --
A. ell, it -- it varies. I mean that's a
generality --
Q. kay.
A.
- to describe the people that recruit.
Q
kay. And --
A. here were recruiters, and sometimes each
company, or each or division or company or whatever,
would had their own, because they were specialized.
Q
s a general matter, though, was it the HR
department or HR people who were responsible for
recruiting at the company?
A.
'd say those -- sometimes it was consolidated,
sometimes it was left -- it was in the divisions, because
the consolidated group didn't have the expertise to, you
know, make judgments on people who are, you know, very
esoteric in terms of their qualifications.
Q
id -- did you or did Lucasfilm hire outside
recruiters to help in recruiting efforts?
A.
-- I don't know.
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Q.
kay. In particular -- when there were times
when particular projects were wrapping up, did Lucasfilm
hire contract people to help with recruiting efforts?
A.
hat, I don't recall.
Q.
kay. Who would you identify as the person who
is most knowledgeable at the company about Lucasfilm's
recruiting efforts?
A.
hat, I don't know.
Q.
ow, you -- you spoke a minute ago about some
of your ideas or principles or rules regarding
compensation. Let me ask you a couple more questions
about that.
Did you think as part of what you needed to
strike that.
In order to recruit or retain the talent you
needed at the company, did you think having a
fair
compensation structure was important?
A.
es.
Q.
kay. Did you believe it was fair to pay a
wage that was competitive with other companies where your
employees might have the qualities to find a job?
A. ay that again.
Q.
et me -- let me ask a better question.
You're aware that your employees had skills
that were marketable, correct?
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A. es.
Q
nd they could go get other jobs at other
places.
A.
es.
Q.
n order to retain -- to recruit or retain them
to your company, did you believe that you needed to
provide them compensation that was competitive with their
other employment alternatives?
A. o.
Q.
as compensation -- was -- did you believe that
what you were paying your employees had anything to do
with whether you could recruit or retain people to the
company?
A. es.
Q
nd did -- what role did it play?
A.
hat? In compensation?
Q.
es.
A.
eah. We wanted to pay people a fair salary.
Q
ow, in -- in determining salaries, did you
look at what other companies paid?
A. es.
Q.
And how did you use what other companies paid
in determining what you would pay to people that were
employed at your company or -- or people that you might
recruit to your company?
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Deposition of George Lucas
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A. e were about on even keel with everybody.
Q.
And when you say even keel what do you mean?
A.
mean we were paying about the same within a
range of salaries. We were paying what mostly everybody
else was paying.
Q.
hen you set compensation levels, did you look
at other -- at the information you had about what other
companies paid as a benchmark in determining what to pay
your folks?
A.
es.
Q.
nd did you use an arithmetic benchmark?
A.
don't know. They -- it was an outside
consultant that came in and did it.
Q
o you know who was the outside consultant?
A.
have no idea.
Q.
t least aspirationally, did you try to set
your compensation levels at some percentage of what you
understood market rates to be?
A.
-- we tried to set them at market rates.
Q.
kay. I mean, for example, did you try to set
your compensation basic levels at --
=ME?
A.
o. No. It was --
Q.
kay. And where did you get the information
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Deposition of George Lucas
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about the range? From the outside companies?
A.
es.
Q.
ow, a few minutes ago I think you said at
least at the end of -- of your tenure, Lucasfilm employed
approximately 1800 to 2000 people, somewhere in there; is
that right?
A. ight.
Q.
n what physical locations did Lucasfilm
operate?
A.
ere at the Presidio, in -- in Lucas Valley -
Q.
ight.
A.
- and in Singapore. And then we had little
offshoot operations, small ones, which I don't even know
how many there are, in places like the -- in Canada, down
in L.A., you know, other places.
Q.
id you have an operation in the U.K.?
A.
ell, you mean when I -- when we -- when I
left?
Q.
kay. I -- that's what the question was.
A.
hat?
Q.
o was there a point in time when you operated
a physical location in the U.K.?
A.
es.
Q. nd I take it, then, by the time -- at the end
of your tenure, that was closed.
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A. es.
Q.
s a cost, how important were your costs of
labor?
A.
ery important.
Q.
an you tell me approximately what percentage
of your costs were labor costs.
A. don't know.
Q.
kay. In -- in your recruiting efforts, did --
did you or people who worked in the HR department or
other places that were responsible for recruiting, did
you target particular companies as places where you
thought you could -- you could recruit talent that suited
your needs?
A. o.
Q.
oes -- or did Lucasfilm have any policy of not
recruiting or hiring from any companies?
A.
had a general -- again, it's not a rule.
It s not a dictate. But I had -- we had a general
policy, because we were out to promote other digital
companies and help them, that the -- we weren't going to
try to recruit people from them. If people wanted to
leave that company, because they were tired of working in
New Zealand and they wanted to move back home, we
would -- we could recruit them, but not to go and say,
will you work for us? We'll pay you more. Or, will you
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work for us?
Because mostly all those companies were started
by people who worked here. So they all went off and
started other companies and we weren't about to try to --
to damage them in any way. It's not a normal industrial
competitive situation.
Q.
ou said other digital companies?
A.
es, digital -- visual effects, anything. You
know, mostly the -- mostly I'm focusing on the digital
people.
Q.
kay. So can you give me some examples of the
companies that your -- you had this policy with -- or
excuse me.
Could you give me examples of the -- these
digital companies that you had a policy with respect to?
A. enerally, all companies. It's not a company.
Q.
kay. But I mean can you give me the names of
companies that you can think of that were -- that were
primary examples of companies that would -- would fall
within that category.
A.
ell, there were other visual effects
companies. The -- the companies in England, Weta, which
is, you know, England is Frame Storm, New Zealand, Weta.
In L.A. it was Rhythm and Hues, and, you know, generally,
that was those companies.
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Q.
ow, and -- let me ask you about what the --
what the policy was. Was the policy that you would not
recruit or hire people from those companies under any
circumstances, or was it --
A.
o. It was that we would not try to raid them
and we would not recruit there. We would not consciously
make a phone call and say, Will you leave your company
and come work for us?
Q.
o, for example, if a person who worked for
those -- one of those companies came to you and said,
I'm interested in a job with you, would you --
A.
es.
Q.
- would you talk to them?
A.
e would talk to them and we would, you know --
yeah. Anybody that came in and -- and offered -- was
looking for a job, we would talk to them.
Q.
ow, in situations where someone was working
for one of these other digital companies and expressed to
you an interest in coming to work for you --
A. h-huh.
Q.
-
did the policy that you have involve any
kind of notification to their current employer?
A. enerally, no, if they were companies we didn't
know about, you know. Eventually, we told them to tell
their boss, and -- but we didn't -- you know, to be real
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honest with you, I don't actually know exactly the way
they did it, because I wasn't involved in it.
Q.
kay.
A.
he ruling basically was, you know, if somebody
comes over the transom, we hire -- we will, you know, let
them apply, and then generally I don't know what they --
you know, what happened after that.
Q.
kay. And -- and so a couple of questions
about that. You said generally that was the policy.
Is that a policy that you made?
A. t was a -- it wasn't a policy. It was my
wish.
Q.
kay. Did you express this wish to people who
worked for you?
A.
t was generally expressed not to raid other
companies.
Q.
kay. And did you tell, for example, Ms. Chau
that that was your wish?
A.
es.
Q.
kay. Did you -- when you told her that, did
you expect her to communicate that to the people that
worked for her that were responsible for -- for running
the recruiting function at the company?
A.
es.
Q. kay. Now, I haven't seen any transoms here,
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so I was -- but the --
Just following along, if -- if someone kind of,
you know, came in over the transom and sought a job, from
your perspective, your -- your policy did not require you
to inform their employer -- their current employer that
this person was looking for a job.
A. don't know.
Q.
kay. And did your policy also include any
kind of rule about matching offers or counteroffers?
A. don't know.
Q.
kay. Now, were there any written agreements
in place between you and any of these other digital
companies with respect to -- with respect to the subject
of recruiting or hiring?
A.
o.
Q.
kay. And did -- or were any of these digital
companies owned by larger entities, like studios or other
businesses?
A. ome of them were.
Q.
nd did your policy that you described apply to
applications from people who worked, you know, in other
parts of those studios that owned the digital companies?
A. don't think so.
Q.
kay. Now, did you have a policy with respect
to recruiting or not recruiting from any companies other
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In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
than the digital companies you identified?
A. ot that I know of.
Q.
kay. So, for example, did you have any policy
of recruiting or not recruiting with any studio,
generally?
A.
ell, there was a company up here that was
started by some people that used to work here and some
good friends of mine, who was backed by IDsney, which was
a digital animation company.
Q. as that ImageMovers?
A.
es.
Q.
kay. We'll talk about that in a minute.
When did you become aware that the Department
of Justice was investigating Lucasfilm's understandings
or agreements with Pixar regarding cold calling?
A. can't really remember. I'm not good with
dates.
Q.
kay. Do you recall how you became aware?
A.
think it was brought up at a legal -- on a
board meeting with a legal review of what was going on.
Q.
o you have any role in providing information
in connection with the Department of Justice
investigation?
MR. KEKER: Object. Don't talk about any
conversations you had with your lawyers. That's covered
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In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
by the attorney-client privilege. But if it's -- there
is some -- if you want -- would you reframe the question?
MR. SAVERI: Actually, let me -- I can probably
do a better job.
BY MR. SAVERI:
Q.
id you -- did you provide any documents -- I'm
not asking you what the documents said, but did you
provide any documents to any of the lawyers who were
responding to the Department of Justice investigation?
MR. KEKER: Same objection.
BY MR. SAVERI:
Q.
id you -- did you ever speak to the Department
of Justice in connection with the investigation?
A.
o.
Q.
id you provide a deposition or some kind of
sworn testimony to the Department of Justice in
connection with the investigation?
A.
o.
Q.
kay. Did you provide any written answers to
any questions from the Department of Justice?
A. can't remember.
Q.
id you review any of the submissions made on
behalf of your company to the Department of Justice in
connection with their investigation?
A. think only at the end.
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Q.
hen you say at the end, what do you mean?
A.
hen they did their agreement to -- you know,
the -- I don't know what you call it.
Q.
et me help you. Do you recall that there was
a final judgment entered?
A.
eah, in the final judgment. I saw the final
judgment.
Q.
kay. Have -- have you been involved in
implementing the final judgment?
A. o.
Q.
n connection with this case, were you involved
at all in any of the efforts to look for documents?
A.
o.
Q.
ow, when -- when did you -- strike that.
Did you agree with Pixar with respect to
recruiting or hiring from each other's employ -- from
each other's companies?
A.
id I agree?
Q.
id you enter into an agreement with -- with
Pixar with respect to recruiting or hiring from the two
companies?
A.
wouldn't call it an agreement.
Q.
kay. What would you --
A.
t was basically a conversation that -- my only
involvement was a conversation between Ed and myself
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about, since we were both fragile companies, that we
wouldn't destroy each other.
Q.
kay. And let me try to get your best
recollection of -- of that communication.
When was it?
A. t was during the time of the split, of the
sale of the company to Steve Jobs.
Q.
o that was in approximately 1985?
A.
es, mid '80s, I guess. I'm not good with
dates.
Q.
nd can you tell me to the best of your
recollection who said what to whom during that
conversation?
A.
e were talking about that he was getting his
group together, and he was -- you know, there were some
people who were -- could be put every -- either way. He
thought that they'd worked all that out and everything
with the head of ILM, and -- and the other parts of the
computer division, which weren't being sold, there was
only a small part, and he said he thought it was going
well. I said, great. But we should agree not to try to
run each other out of business. I knew he wanted to go
into the film business, and when it came to that, you
know, we'll be helpful, but, you know, we -- I really
didn't want him raiding the company and trying to take
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In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
all the good people away.
Q. kay. At the time that you had this
conversation with Mr. -- now, let me back up.
Did you discuss this on one occasion with
Mr. Catmull, or did it occur over the --
A. t was just
--
Q.
- course of several communications?
A. ust one, that one.
Q.
nd at the time had you already reached a basic
understanding with Steve Jobs about what he was going to
pay for the assets that got spun off into Pixar?
A.
-- probably.
Q kay.
A.
'm not really sure.
Q.
ust so I'm clear, you never talked about this
subject with Steve Jobs himself, correct?
A. o. This was purely between Ed and I.
Q kay. And when you discussed it with
Mr. Catmull, was the agreement about recruiting or hiring
company-wide?
MR. KEKER: Objection. He said it wasn't an
agreement.
THE WITNESS: Yeah, it wasn't an agreement.
Company-wide in terms of everybody at the company?
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BY MR
SAVERI:
Q
et me back up.
Your conversation about -- with Mr. Catmull,
when you had a discussion about what you would do with
respect to recruiting going forward, and that you didn't
want to attack or raid each other's companies, was the
discussion about the entirety of both companies?
A.
ell, I don't think we got that specific.
Q. kay.
A.
t was simply -- it was simply, we are
splitting the company up. You have a lot of the
technology, and we have a lot of the people that are
working with that technology. And if the people in our
company want to go work for your company, that's fine.
If people in your company want to come to work for our
company, that's fine. Let's not actively go out and try
to kill each other. That was the thing.
Because we have always been a very -- we're not
a competitive company. So we don't go out and, you
know -- and, you know, a lot of the people that work for
me are union people, and a lot of people that work for
him aren't.
Q
hen you said you won't kill each other, do you
mean not kill each other with respect to recruiting or
hiring?
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A.
eah.
Q. kay. Now, at the time that -- of the spinoff,
the organization that Catmull was talking about was
basically the people who had formerly worked for you that
were being spun off, correct?
A.
o. That was just a general statement --
Q. kay.
A. - of, as we go down the road, we should try to
let people work between the companies, but we shouldn't
get into a competitive situation where we're trying to
put each other out of business.
Q.
kay. So at that time Mr. -- Ed Catmull knew
lots of people who worked for your company?
A.
eah, everybody.
Q.
nd so when -- when -- you understood that when
he committed to this, he was -- he was committing to that
with respect to everybody who worked for your company, or
might work for your company in the future?
A.
eah.
Q.
nd then at the time -- well, from your end,
you anticipated that -- that Pixar, Ed Catmull's
organization, would -- would continue and might hire
additional people, correct?
A.
ight.
Q .
nd what you were saying, at least from your
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part, is that you were not going to recruit actively
those people. When I say those people, I mean the
people that had left your company to work for
Mr. Catmull, or other people --
A.
eah.
Q.
-
that Mr. Catmull might hire.
A.
ight.
Q.
ow, did you -- do you recall who suggested
this?
A.
obody. I did.
Q.
kay.
A.
mean it was simply, you know, common sense.
Q.
kay. Did -- was the terms of this
understanding or your conversation with Mr. Catmull ever
written down, to the best of your recollection?
A.
-- I believe a memo was sent from ILM to
somebody at a point where they were getting worried about
something. I don't -- I'm not sure.
Q.
kay. And can you give me a sense about when
that memo was written in relation to when you spoke about
it with -- when you spoke about the subject the first
time with Ed Catmull?
A. have no idea.
Q.
as it 10 years? Two days?
A. don't know.
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Q. kay. Now, other than discussions with Ed
Catmull, did you ever discuss this topic with anybody
else at Pixar?
A.
o.
Q.
kay. After you had this conversation with Ed
Catmull about recruiting, did you tell anybody at
Lucasfilm that you had had this discussion?
A.
t may have come up at ILM when they were
getting worried that they were going to lose all their
people. And I said, no, we agreed not to raid each
other.
Q.
nd was the point at which you were -- you
remember ILM getting worried, was that the time of the
spinoff?
A.
o. I don't know when that was.
Q.
nd who did you discuss that subject with at
ILM?
A. t would have been with the president of the
company -- I mean the president of ILM.
Q.
ho was whom?
A.
t that time -- I'm not exactly sure which
president. We've had a couple. You know, Jim Morris or
Chrissie England, either one of them.
Q.
o you recall discussing the subject, and when
I say the subject, I mean the conversation or
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In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
understanding that you had with Ed Catmull, with
Mr. Morris? Do you recall discussing that subject with
him at any time?
A.
e was the president of ILM. So I'd say it was
either him or the other -- it was one of the main
presidents. I mean Chrissie was the president for a long
time and Jim was the president for a long time.
Q.
id Jim Morris ever tell you that he had had
his own discussions with folks at Pixar regarding the
subject of recruiting?
A. o.
Q.
id you discuss this subject of your
understanding with Ed Catmull at any time with Micheline
Chau?
A.
don't think so. I can't remember.
Q.
o you know if she knew about this
understanding that you had with Pixar?
A. don't know.
Q.
o the best of your recollection, did Micheline
Chau ever come to you and say, we've got an issue about
Pixar recruiting someone in a way which is contrary to
the understanding that you have with Ed Catmull?
A. don't remember that.
Q. Who is IIIIIMMIE?
A. don't know him.
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Q.
r as there a lawyer that worked
for Lucasfilm that went to work for Pixar?
A. 'm not good with names.
Q
kay.
A. nd I don't -- you know, I'm not, again, that
involved in the actual running of the company.
Q.
as there ever a situation you recall where you
got upset that Pixar was recruiting or hiring someone
from Lucasfilm?
A.
o.
Q.
kay. Do you recall a situation where you ever
told Ed Catmull or someone that worked for his
organizations to stop recruiting people from Lucasfilm?
A. o.
Q.
n your conversation with Ed Catmull, did you
discuss with him how you would handle the situation when
an employee did, in fact, want to leave one company for
the other?
A.
e had discussed the -- the fact of, you know,
if somebody want -- comes to them looking for a job and
wants to leave here, at least give us a heads-up that
that's what they're going to do.
Q.
'm sorry. Who would give whom the heads-up?
A. d or somebody at Pixar would call us, whoever
the head of, like, ILM, and say, hey, this person is
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looking for a job. He's come here. We just want to let
you know.
Q.
n that conversation with Ed Catmull, did you
discuss any limits or rules or procedures that you would
adopt with respect to offers?
A.
o, not at all.
Q.
id you discuss with him the subject of
counteroffers?
A.
o.
Q.
o you know what a counteroffer is?
A. es.
Q
id you discuss with Ed Catmull the subject of
your interest in avoiding bidding wars between the two
companies?
A.
ell, no, but that was implied.
Q.
kay.
A. ut it's not -- it's not a bidding war.
said our policy is to let people go. We do not -- if
somebody says they got a better job at a higher pay, go
to it. We shake their hand, we give them a great, you
know, exit bonus and all that sort of thing, and we send
them off, and we say, good luck. Because those people
come back. You know, it's a -- it's a gypsy pool.
Q
t's a gypsy pool?
A. eah.
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Deposifon of George Lu cas
In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
Q.
hat do you mean by gypsy pool ?
A.
he people in the business that we're in go
from company to company. You know, they're not -- they
come back and forth, back and forth, and then they go
work for other companies, and then they come back. It's
not like, you know, if we lose somebody we lose them
forever. And if we do, our policy is to create a new
one.
Q.
id -- other than the -- the occasion that you
identified that there was some memorialization of it with
respect to ILM, to the best of your knowledge, was there
ever any other writing between the two companies that
formalized or specified the terms of the understanding
between the two companies with respect to recruiting?
A.
ot that I know of.
Q.
or example, are you aware of any kind of email
correspondence between the two companies, either between
you and Mr. Catmull or -- or anybody within your
respective organizations, where the subject of the terms
of this understanding was -- was set forth?
A.
o.
Q.
kay. Were -- or was the agreement between you
and -- strike that.
Was -- to the best of your recollection, was
your policy or procedure arising from your conversation
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Deposition of George Lucas
In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
that was produced by Pixar, would you agree with me that
they are generally consistent?
MR. KEKER: Same objection.
THE WITNESS: Well, not technically consistent.
BY MR. SAVERI:
Q. kay.
A. f we're doing it word by word.
Q.
ut are they generally consistent?
MR. KEKER: Same objection.
THE WITNESS: Yeah, I mean we don't -- you
know, they won't counteroffer, and there is something
here that says, we'll try to save the relationship if we
can, if we want to -- if we want to retain them. Those
are two opposite things.
You know, I don't know -- again, the save
conversation may or may not have anything to do with
salary. It may have to do just simply with what -- you
know, what they're unhappy about.
BY MR. SAVERI:
Q.
ther than the provision about the save
conversation, would you agree with me that these two
descriptions of the understanding between the two
companies are largely consistent?
MR. KEKER: Same objection. Object as to form.
THE WITNESS: Again, one -- the -- the -- ours
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Deposition of George Lucas
In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
is much more specific about what our things are. But,
again, this is the opinion of the person in HR. I
don't -- I don't know whether it came from any direction
from anybody.
BY MR. SAVERI:
Q.
id you ever tell Ms. Chau that you had a,
quote/unquote, gentleman's agreement with Ed Catmull?
A. o.
Q.
id you ever use that terminology, to the best
of your recollection, in describing your conversation or
understanding with Ed Catmull?
A. o. I think the part of the agreement is not
to solicit each other's employees, is the crux of it.
Q.
o let me just go through it, then.
A.
here is a similarity between the two.
Q.
kay. So in Sharon Coker's email, which is the
Lucas document, she begins by saying, We have a standing
agreement with Pixar, which I believe to be an informal
'gentleman's agreement' forged a few years ago (Mich
knows the history of it) -
Again, Mich is Mich Chau, right?
A.
es.
Q.
- to call each other, HR to HR, whenever we
extend an offer to someone who works for the other
company. Do you see that?
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Deposition of George Lucas
In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
A. es.
Q.
ould you agree with me that that's -- that
paragraph is consistent with the first bullet point in
Exhibit 137?
MR. KEKER: Object as to form.
THE WITNESS: They're similar.
BY MR. SAVERI:
Q.
nd then a little bit farther down it says,
Pixar will not give us details on the comp or job role
they've offered, but if the employee shares it and we
want to -- and we want to counter, we can do so and Pixar
will not give the employee a different or additional
offer. Do you see that?
A. h-huh. Yes.
Q.
ow, if you look at the last bullet on
Exhibit 137, it says, Once we have had the conversation
with LFL, we never counter if the candidate comes back to
us with a better offer from Lucasfilm. Do you see that?
A.
es.
Q.
ould you agree with me that those two
provisions are consistent?
MR. KEKER: Object as to form.
THE WITNESS: I guess they're similar.
BY MR. SAVERI:
Q .
ow, Sharon Coker writes, We have agreed that
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Deposition of George Lucas
In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
we want to avoid bidding wars. Do you see that?
A. es.
Q.
id you want to avoid bidding wars with Pixar?
A.
o. That wasn't the original intention of my
wish.
Q kay. But did you want to avoid bidding wars
with Pixar --
A. o.
Q.
- with respect to employees?
A.
o.
Q.
id you have any feeling one way or another
about bidding wars with respect to Pixar?
A. o. I didn't -- no.
Q.
o
it's your testimony that you didn't care if
you entered into a bidding war with Pixar with respect to
employees?
MR. KEKER: Object as to form.
BY MR. SAVERI:
Q.
id you care one way or the other about whether
you ended up in bidding wars with Pixar for particular
employees?
A.
don't think we would have done it. That
wasn't part of the wish. The wish is if they came back
and counteroffered for more, we'd just say, go.
Q.
ut in general, I think -- I mean we talked
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Deposition of George Lucas
In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
A.
his is an interpretation by the HR person, I
think, about the same people, really, who used to work
for each other.
Q
ut would you agree with me -- I think we
talked about this earlier today, that at least your --
part of your -- your philosophy with respect to
compensation was that if people wanted to get better jobs
somewhere else, they were free to go.
A.
hey were. They were absolutely free to go.
Q.
nd in connection with that, you -- it was your
view that you didn't want to increase compensation to
prevent people from leaving the company.
A.
ell, that's not what I said.
Q.
kay. Well, that's what I'm asking you.
In connection with that, did you have a view
about whether, as a compensation philosophy, you wanted
to pay people, increase compensation, in order for them
to not leave the company?
A. an you say that again?
Q.
kay. In connection with your view, your
compensation philosophy, did you want to avoid or
discourage your people who were in charge of compensation
from increasing compensation to Lucasfilm employees who
were thinking about going to work somewhere else in order
to encourage them to stay at the company?
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Deposition of George Lucas
In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
Did you -- did you want to -- was it your --
was it part of your philosophy to instruct the HR people
not to increase compensation to prevent people from
leaving the company?
MR. KEKER: Object as to form.
THE WITNESS: That was my philosophy.
BY MR. SAVERI:
Q.
ow, in Sharon Coker's email, she says about
halfway down, We do not have this arrangement with any
other studio. Do you see that?
A. es, I do.
Q.
o the best of your recollection, is that a
true statement?
A.
es.
Q.
kay. Now, she also says towards the bottom of
the document, These guidelines are intended for the
situation where a Pixar employee has responded on their
own to one of our job postings directly (or vice versa).
Our employees are hands off to each other in terms of
soliciting talent.
Do you see that?
A.
es.
Q.
o the best of your recollection, is that a
true statement of fact?
A.
es.
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Deposition of George Lucas In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
Q.
ow -- and again, did you ever discuss this
subject, that is the subject -- the topics that are set
forth in Sharon Coker's email with Sharon Coker?
A.
o.
Q.
id you ever discuss them with Jan Van der
Voort?
A.
o.
Q.
id you ever discuss them with Steve Condiotti?
A.
o.
Q.
ondiotti, excuse me.
A.
o.
Q.
id you ever discuss them with Alan Keith?
A.
o.
MR. SAVERI: You can put that aside.
(Exhibit 2435 was marked for identification.)
BY MR. SAVERI:
Q.
've handed you what has been marked as
Exhibit 2435. Do you have that in front of you?
A. h-huh.
Q. gain, this is a document produced to us by
Pixar. In particular, I want to ask you about the
portion of the email at the bottom of the first page from
this gentleman named
to someone named
Subject: Spoke with George.
A.
es.
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Deposition of George Lucas
In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
Q.
kay.
A. think this is just a worksheet.
Q.
kay. And again, your role in the process was
to approve or -- or disapprove a recommendation that was
made to you by the compensation committee?
A.
es.
Q. an you ever recall a situation where you
didn't approve the recommendation?
A. ot that I can remember.
Q.
ow, 2438, I believe you said, refers to
executive compensation set by the compensation committee
of the Lucas board, correct?
A. ight.
Q.
ow, what about with respect to everybody else
at the company? What was your role with respect -- with
respect to setting compensation for them?
A. hey -- every few years we would also check
with a survey company to also verify where we stood in
the pecking order.
Q.
kay. And would you undertake a similar kind
of process with respect to those nonexecutives with
respect to compensation?
A.
hose were used to help the administrative
staff work with the heads of the companies to alert them
to, you know, people or things where there -- you know,
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Deposition of George Lucas
In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
again, the same thing, where they weren't getting paid.
They weren't -- we weren't competing with everybody else.
Q.
ere -- at Lucasfilm, was there a regular
process for setting compensation for -- for
nonexecutives?
A.
es.
Q. nd what was that?
A.
he -- the compensation was pretty much decided
by the president of that company, and there -- there is a
review process, an HR process, a -- you know, a whole
thing. And raises and bonuses and that whole thing was
sort of set up by the head of the company, and then it
would go to Mich, and she would approve it.
Q.
id you have any role in that process?
A.
o.
Q.
id -- was there a point in time in that
process where Mich Chau came to you and said, This is
what we're going to do. Do you approve it or not?
A.
es.
Q.
kay. And did you, as part of that process,
ever disagree with any of the recommendations that
Ms. Chau gave you?
A.
might have. Yes, I can't remember. Again,
you're talking 35 years, not just with her, but obviously
with the process.
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Q.
as the process annual?
A. es.
Q.
kay. Did you have any role with -- with
respect to that process -- with respect to your direct
reports?
A.
es.
Q.
kay. Who were the direct reports that you
gave reviews to or had input into with respect to
compensation?
A. ich, my -- I have two assistants, my two
assistants.
Q. kay.
A.
nd I had producers -- or a producer that
worked for me, and he was my direct report, too.
Q.
s part of the -- this kind of annual process,
was there a -- was there some kind of budgeting decision
that was made at the beginning of the process in terms
of, you know, a percentage increase of compensation or --
or anything like that?
A. ell, I think there was. I think there was
a -- a -- an overall what -- the business plan for that
year.
Q
ight.
A. And what they thought they were going to make.
Q.
ight.
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Deposition of George Lucas
In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
A.
nd then a part of this in terms of the
salaries was determined by how much money was left over.
Q.
ight.
A.
mean not left over, but how much money we had
to work with. And then at the end, if they met those
goals and we did that business and that kind of thing,
then they would get bonuses.
Q.
kay. Can you describe for me generally for
the nonexecutives what the kind of elements of
compensation were at Lucasfilm.
A. ell, there was the salary.
Q.
base salary.
A. here was a company bonus
Q
ight.
A.
ased on how that division did. And then
there was a personal bonus depending on how that person
did. And it was discretionary.
Q.
ow, were there job titles or job
classifications that were used as part of the
compensation structure at Lucasfilm?
A. hat, I don't know.
Q.
kay. For example, do you know if there were
salary ranges that were established within the structure
for people who had similar job titles or job
classifications?
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A.
think there were, yes.
Q.
kay. And who established those?
A. think it was done in the administrative
department and HR in relationship t , you know, trying to
keep things even. I mean, you know, in terms of -- make
sure it was fair.
Q.
ight. Did you have any role in setting salary
ranges for any particular job title or job
classification?
A. o, not except -- except for Mich.
Q.
nd that is why I started with --
A.
eah.
Q.
- asking you about your direct reports. But
I'm talking about more generally across the structure.
A.
o. Occasionally they would come -- Mich would
come and say, We want to give this guy a raise. He's
been moving -- he -- we are moving him up from this to
that. And I'd say, Fine.
Q.
kay. So a couple of questions about that.
Do you have any role in determining -- okay.
First, do you have any role in determining changes to
salary ranges for any particular job title or job
classification?
A.
o.
Q.
kay. Did you have any role in determining
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Deposition of George Lucas
In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
whether someone would be promoted from one job
classification to another?
A. o.
Q.
kay. Did you have any kind of general
oversight rule about exceptions to base compensation?
A.
ell, no.
Q.
et me try --
A.
t is hard to understand exactly what you are
saying, though.
Q.
et me try to give you an example. For
example, if there was a person whose job title placed
them at a position -- strike that.
If there was a person who, because of their job
title, would ordinarily receive a specific salary within
a job range, did it -- were there ever situations where
someone recommended that someone would receive
compensation outside the established range for that job
title?
A. o.
Q. kay. And what I was getting at is, did you
have any role in approving exceptions from the salary
range established for particular jobs or job titles?
A. ell, again, some of the salaries were -- you
know, they're not even. Some people worked for me 35, 40
years.
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In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
1
THE WITNESS: No.
2
Y MR. SAVERI:
3
.
ow, the -- the next paragraph is
4
Benchmarking. Do you see that?
5
.
h-huh.
6
.
t says, Lucasfilm will benchmark...
8 using compensation surveys that are relevant to the
9
pecific job or job family. Do you see that?
1
0
A. es.
11
Q.
s that true?
12
. es.
13
.
hen it says,
14
xcuse me.
15
20
o you see that?
21
.
es.
22
.
s that true?
23
. es.
24
.
kay. How did Lucasfilm identify which
25 positions were to be benchmarked at -- benchmarked
ate
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6.1.1111
11
A.
don't know.
Q.
id you have any role in identifying or making
that determination?
A.
o.
Q.
ow, this refers to studio and technical
positions as being examples of the highly competitive
and/or critical to achieving business objectives jobs.
Do you see that?
A. es.
Q.
o you agree that those were highly competitive
or -- and/or critical to achieving Lucas' business
objectives?
A. es.
Q.
ere there others that you could identify which
would similarly fall in that category?
A. ell, studio, I'm interpreting here, as meaning
the creatives at the production and ILM and those things
where you have, you know, highly specialized creative
people.
Q.
kay. And so --
A. nd technical positions are technical
positions.
Q.
ow, the next paragraph talks about base salary
adjustments and merit increases. Do you see that?
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In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
A. es.
Q
nd it says, Base Salary Adjustments (Merit
Increases) will be done annually, linked to employee
performance reviews. Is that true?
A.
es.
Q.
hen it says, The level of increases will be
determined by analyzing both external market practices
and company performance and then will be awarded based on
individual performance. Do you see that?
A.
es.
Q
s that true?
A.
es.
Q.
his document, if you turn to the first page of
it, the cover, is dated November 28th, 2007.
A.
es.
Q
nd it is for 2008. Do you see that?
A.
or -- it says November -- yeah.
Q
t is dated November 28th, 2007, but it looks
like it's meant to apply to 2008. Do you see where --
A.
kay. I don't -- where is the --
Q.
aybe I'm misunderstanding.
A. don't really know. I mean --
Q
et me -- let me withdraw the question and just
ask you about -- have you turn back to the third page
again, which is what I was asking you about.
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In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
A. ot that I directly know of.
Q.
kay. Was there a rule that prevented that?
A. o.
Q
id you leave that -- was that -- was the
authority about that subject delegated to someone at the
company?
A. es, whoever was in charge of the employees.
Q.
kay.
A. nd what the situation was.
Q.
kay. Did -- was HR or someone in that
department given any of the authority with respect to
determine whether to counter or raise salary in order to
retain talent?
A.
don't know.
Q.
kay. When you were thinking about what to do
about compensation on a going-forward basis, i.e.,
setting levels for a particular year, bonuses, or things
like that, did you look at this kind of information?
When I say this kind of information, I mean information
regarding your employees getting higher offers at other
places. Did you look at that kind of information when
you were thinking about what you were going to do with
respect to compensation for the following year?
A.
o.
Q.
kay. Did it enter into your calculus at all?
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In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
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A.
o.
Q.
o when you were thinking about what -- whether
to raise salaries for the coming year, you didn't care
whether or not competitive companies were raising
salaries to hire away --
MR. KEKER: Objection to form.
BY MR. SAVERI:
Q.
- talent?
MR. KEKER: Object as to form.
You can answer.
THE WITNESS: Well, again, this is a
specific -- I mean I don't -- I didn't know anything
about the -- this Sony group. But when a company is
formed, they immediately go out and raid all the other
companies. It's a big problem. And they will pay
whatever it takes, even though it is irresponsible. And,
of course, these companies are all out of business now,
because they paid everybody more than they could afford.
So we have to protect ourselves against that,
because that can completely wipe out a department. In
this case it is the animation group which was working on
our TV show that we had to deliver, and we had to deliver
on time, no matter what. So if they take away 30 of our
people, or key -- 10 of our key people, we're wiped out.
We'll go bankrupt. So it's that close to the edge.
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So in that situation -- and in this case, Gail
Currey was looking at, we're not going to get done if we
lose these people. So in that particular case, it was
maybe we should offer some more money so he'll stay until
we can bolster up the rest of the people that have been
scavaged away to, you know, keep the pipeline going.
BY MR. SAVERI:
Q.
o from time to time new companies would come
into your -- into the space --
A.
ight.
Q.
- and --
A.
t's -- it's a joint problem for the company.
It's the same thing with Digital Domain, it was the same
thing with Sony, it was the same thing with DEI, it was
the same -- you know, we have this a lot. It is not just
a little thing. And, you know, the result is, there's
only a couple of companies left.
Q.
o sometimes you would lose people.
A.
es.
Q.
nd -- and sometimes they would go to companies
that ended up failing.
A.
ell, they would go to companies that would pay
them a lot more, and at the same time it would damage our
production line so that we couldn't get our job done on
time. And in that case you have the supervisor there
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In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
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panicking and saying, we're not going to get done. e
have to hire a whole bunch more people and train them,
which takes, you know, a year, and then -- you know, and
still be on time.
nd she was saying, that ain't going
5
to happen.
6
Q. o from time to time did you kind of respond to
7
that competitive threat by -- well, not letting the
8
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9 people to stay?
10
A. o. e would -- well, we'd encourage people to
11
stay, and in those situations we have a key person who
12
you have to have to keep going who is being wooed away by
13
another company who is going to pay triple what they are
14
getting, or in this case even 30 percent is a lot, and,
15
you know, you want to try to keep that in check.
16 Q.
kay. ell,
rom time to time, though --
17
A.
ut it is on an individual basis.
18
Q.
nd so from time to time on an individual basis
19
some compensation was raised.
20
A.
es.
21
Q
kay. nd was that something you decided?
22
A. o.
23
Q. nd that was something that you delegated to
24
other people in the company.
25
A. t was whoever was affected by it.
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Deposition of George Lucas
In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
Q.
kay.
A.
nd then they would in the end say, we're way
overbudget because we had to do this, this, and this.
Q.
kay. Well, you never had that problem with
Pixar, right?
A.
o.
Q.
nd that's in large part because you had an
understanding going back to Ed Catmull.
A. ut they didn't -- since they began from our
company, they didn't have to recruit a lot of people, and
in the beginning they weren't doing movies. So it wasn't
until they started doing movies that it started to become
some kind of an issue.
And it was the same thing for them when we did
Star Wars and that sort of thing. People wanted to move
back and forth between the companies. They did move back
and forth between the companies a lot.
Q.
et me hand you this document. Let me just ask
you a question. Exhibit 118 is a Croner Survey.
A.
h-huh.
Q.
nd maybe I can just short-circuit. Did you
ever see Croner Surveys like this?
A. et me look at the whole thing. I don't think
SO.
Q.
ou should satisfy yourself that that's your
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Deposition of George Lucas
In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
answer, but that's my question.
A.
o, I didn't. I haven't seen this.
MR. KEKER: There is no question pending,
George.
MR. SAVERI: Well, if you are satisfied you --
THE WITNESS: Yeah.
MR. SAVERI: Put it aside, then.
BY MR. SAVERI:
Q.
et he hand you Exhibit 167. This is the
Competitive Impact Statement that was filed in the
action by the Department of Justice against Lucasfilm.
A. kay.
Q.
really only have questions about section II
which is on page 2 and 3, but the same thing, please take
whatever time you need to look at the document.
A.
kay.
Q.
irst, have you ever seen this document before?
A. o.
Q.
n II, there is some text under the heading,
Description of the Events Giving Rise to the Alleged
Violations of the Antitrust Laws. Do you see where I
am?
A.
ight. Uh-huh.
Q.
nd it says, Lucasfilm and Pixar are rival
digital animation studios. Do you see that?
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In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
A.
es.
Q.
s that true?
A. es.
Q
hen it says, Third, they agreed that when
offering a position to the other company's employee,
neither would counter offer above the initial offer. Is
that true?
A.
don't know.
Q
ou don't know one way or the other.
A. o, I don't.
Q
kay. So you don't deny that's true.
MR. KEKER: Object to the form.
THE WITNESS: It obviously was repeated in the
memo, so --
MR. KEKER: This is a DOJ memo.
MR. SAVERI: Let me -- let me ask the questions
and have the witness answer them.
Q
ow, it says, The protocol covered all digital
animators and other employees of both firms and was not
limited by geography, job function, product group, or
time period. Do you see that?
A. ep.
Q
s that true?
A.
don't know.
Q
ell, when you had your discussions with Ed
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Deposition of George Lucas
In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
Catmull, were there any limitations with respect to
geography, job function, product group or time period?
A.
o.
Q.
o you have any reason to believe that that was
changed in any way subsequent to that?
A. riginally we were talking about digital. The
people that worked at Pixar that used to work at
Lucasfilm.
Q.
kay. But subsequently you understood that
neither company would -- would actively recruit not only
digital animators, but other employees as well.
A. eah.
Q. nd it says, Senior executives at the two
firms agreed on the protocol through direct and explicit
communications. Do you see that?
A.
es.
Q. ow, you're a senior executive at the company,
right?
A. es.
Q. o -- well, is that statement true?
A. o.
Q.
hy isn't it true?
A.
ell, if you're saying that I'm
f they were
communicating with me, no. If they were communicating
between Ed Catmull and Ms. Chau, yes.
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Q.
nd it says, In furtherance of this agreement,
Pixar drafted the terms of the agreement with Lucasfilm
and communicated those written terms to Lucasfilm. Do
you see that?
A.
eah.
Q.
s that true?
A.
wouldn't call it terms of an agreement.
Q. ell --
A. mean --
Q.
-
what would you call it?
A.
ust the understanding between the two
companies.
Q.
kay. And it says', Both firms communicated
the agreement to management and select employees with
hiring or recruiting responsibilities. Do you see that?
A.
es.
Q.
s that true?
A. es.
Q. ow, it says, Twice in 2007 Pixar complained
to Lucasfilm about recruiting efforts Lucasfilm had
made. Do you see that?
A.
ep.
Q.
nd is that true?
A.
don't know.
Q.
kay. Do you recall any incident in 2007 where
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Deposition of George Lucas
In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
Pixar complained to Lucasfilm about Lucasfilm's
recruiting efforts?
A.
o.
Q.
nd then it says, Complaints about breaches of
the agreement led the two firms to alter their conduct
going forward to conform to the agreement.
Do you see that?
A.
es.
Q.
o you know if that's true?
A.
o.
Q.
ow, the -- the next paragraph says -- well,
let me ask you a question before I get there.
Did you -- at Lucasfilm, who knew about your
understanding with Ed Catmull?
A.
don't know.
Q.
as it -- was it a matter of kind of public
knowledge within the company?
A.
hat, I don't know either.
Q.
kay. Did you ever tell anybody that worked
for you that information regarding your conversations
with Ed Catmull were not to be widely disseminated or
described?
A. o.
Q.
kay. Now, this says in the next paragraph,
It eliminated a significant form of competition to
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Deposition of George Lucas
In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
attract digital animation employees and other employees
covered by the agreement. Do you see that?
A.
h-huh.
Q.
ould you agree that your agreement or your --
your -- excuse me.
Would you agree that your conversations with Ed
Catmull served to head off any competition between the
two companies to attract digital animation employees?
A.
o.
Q.
ell, would you agree that the discussions you
had with Ed Catmull generally prevented, as you said,
efforts by the two companies that might have killed each
other?
A.
ight. I was trying to -- we were trying to
protect the San Francisco film industry. It is very,
very small. It is very hard for us. We're not like
Hollywood. And the only way we can survive is if we do
it together. United we stand, divided we fall. This is
not like a regular capitalist kind of operation where
you're out to kill the other guy. I'm promoting digital
technology for cinema, and I'm devoting a lot of my time
working with animators and with visual effects people to
try to expand the entire medium and discipline for
everybody. When I came here, there were nobody -- there
was nobody.
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Deposition of George Lucas
In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
Q.
id you believe that if you were kind of
competing with Pixar for employees, and -- and recruiting
or raiding each other's talent, that you would -- that
would have limited your ability to do that?
A.
es.
Q
nd it would have made -- it's your testimony
that that kind of raiding or recruiting would have
limited the growth of the industry here.
A.
efinitely. It's -- it's, you know -- it's a
very common thing in our business. It is something that
comes -- Lucasfilm has been close to bankruptcy several
times because of it. It's not something we take lightly.
And, as I say, most of the visual effects companies and a
lot of the animation companies now are broke. They are
bankrupt, they're gone, or they've gone to Europe.
Q.
o it's your -- is it your testimony that were
you to -- were you to have competed with -- with Pixar
with respect to compensation or recruiting or retaining
talent, that you would have not been able to succeed as a
business?
A.
e would have been able to succeed, but my way
of looking at that is not in an adversary way. My whole
life is dedicated to cooperation and helping people and
being together to help people to expand and create
something that wasn't there before. It is only the
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Deposition of George Lucas
In Re: HIGH-TECH EMPLOYEE ANTITRUST LITIGATION
1
I, Rosalie A. Kramm, Certified Shorthand
2
eporter licensed in the State of California, License No.
3
469, hereby certify that the deponent was by me first
4 duly sworn and the foregoing testimony was reported by me
5 and was thereafter transcribed with computer-aided
6 ranscription; that the foregoing is a full, complete,
7 and true record of said proceedings.
8 further certify that I am not of counsel or
9 attorney for either of any of the parties in the
10 foregoing proceeding and caption named or in any way
11 nterested in the outcome of the cause in said caption.
12
he dismantling, unsealing, or unbinding of the
13 riginal transcript will render the reporter's
14 ertificates null and void.
15
n witness whereof, I have hereunto set my hand
16
his day:
pril 9, 2013.
17
eading and Signing was requested.
18 Reading and Signing was waived.
19 Reading and signing was not requested.
20
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