Read the whole lot Elon Musk stated in courtroom throughout the Tesla compensation trial

These days Elon Musk is at all times on trial within the courtroom of public opinion, however sometimes he’s additionally on trial in precise courtroom. On Wednesday, November sixteenth, Musk testified within the Delaware Court of Chancery within the authorized trial over his $56 billion pay bundle from Tesla. You may recall that this is identical courtroom (and choose) Musk would have appeared earlier than if he had not accomplished his takeover of Twitter, so it was type of like a peek into an alternate simulation. Even Musk appeared to suppose so:

“Are we in the Tesla trial or the Twitter trial?,” Elon Musk requested in cross-examination. “I’m slightly confused.”

Court is at all times attention-grabbing when Elon Musk is concerned — even when the subject material is comparatively boring stuff like govt compensation packages. As CEO of so many various organizations and as a person with a number of hobbies, Musk has created a ton of floor space to scrutinize. That’s one of many causes attorneys had been capable of wander the wild wilderness of his habits at Tesla, Twitter, and elsewhere throughout examination. And Musk’s Tesla compensation has solely gotten extra related since his testimony, as Tesla shareholders and lawmakers are asking whether or not the large boss has left the constructing to meddle full-time in Twitter’s enterprise.

The huge headline from his courtroom look? Musk revealed that he doesn’t need to be the CEO of Twitter or some other firm. (It solely took a few month for thousands and thousands of voters on Twitter to agree that he ought to step down.) But if you wish to dig in and see all of the spicy exchanges from the trial, maintain studying. What follows is the complete transcript of Musk’s testimony, plus just a few of our personal annotations and embeds.

Musk Defense Attorney Evan Chesler: Good morning, Mr. Musk.

Q. There is a binder in entrance of you with some paperwork that I’ll ask you some — I’ll ask you some questions on. Would you flip to the doc labeled JX 48, please.

Q. You see that is entitled “The Secret Tesla Motors Master Plan (just between you and me).” It is dated August 2, 2006. Have you seen this doc earlier than, sir?

Q. Who created this doc?

Q. I’d such as you to take a look at the second paragraph on the primary web page, please. It begins “As you know, the initial product….” Do you have got that paragraph?

Q. Toward the top of that paragraph, it says, “This is because the overarching purpose of Tesla Motors (and the reason I am funding the company) is to help expedite the move from a mine-and-burn hydrocarbon economy towards a solar electric economy, which I believe to be the primary, but not exclusive, sustainable solution.”

Q. Was that your imaginative and prescient for the Tesla Corporation at or concerning the time you created this doc?

A. Yes, it was truly one thing that I had deliberate to do for a very long time, as we articulated on this doc.

Q. Has it remained your imaginative and prescient for the corporate within the years since this doc?

A. Yes. We have executed the weather of this grasp plan, after which I wrote a component two, which we’ve additionally completed, and I’ll quickly be publishing half three.

Q. Looking again to the interval 2006, did you have got a way then or a view of the probability that you’d achieve conducting that imaginative and prescient?

A. I assumed it was extraordinarily unlikely.

A. There had been no profitable automotive firm since Chrysler within the ‘20s, domestically.

Q. Would you look at the document that is marked JX 408, please. You see that this appears to be a transcript of a shareholder/analyst call from June 6, 2017?

Q. Do you have that, sir?

Q. I’d such as you to show to web page 0013. Those are the pages which can be stamped on the backside of the web page, darkish numbers. So it ought to say “JX 0408.0013.”

Q. You see that there’s — in the direction of the center of the web page, there’s a reasonably lengthy reply that you’re giving that runs on for a number of pages, however when you look towards the center of the web page, about 5 or 6 paragraphs down, there’s somewhat paragraph that claims, “So — but The Boring Company is maybe 2% of my time. Neuralink is 3% to 5% of my time. OpenAI is going to a couple of percent. And then 90% plus is divided between SpaceX and Tesla.”

And a paragraph or two under that, final sentence, the final sentence is, you say, “But I just want to emphasize very clearly, 90% plus of my time is divided between SpaceX and Tesla, and the remaining less than 10% is everything else.” Was that an correct description of the way you had been allocating your time again on the time of this earnings name in June of 2017?

Q. How, if in any respect, has that allocation of your time modified within the interval, say, between the time of this name and 2021?

A. Well, later in 2017, when issues acquired very troublesome for Tesla, my time was virtually 100% Tesla. So at instances of disaster, the time allocation will change to the place the disaster is. And Tesla was overwhelmingly the disaster for the years from late 2017 to no less than 2020. Yeah.

Q. Thank you. You’ve been the CEO of Tesla for a way lengthy, sir?

A. Well, formally, I suppose, since mid-2008. Effectively, I’ve been accountable for the corporate from the Series A spherical of April 2004.

Q. Prior to 2009, had been you compensated for being the CEO of the corporate?

A. No. I don’t suppose so, no.

Q. Okay. Do you recall that in 2009, an possibility plan was put in place in your compensation?

Q. And simply on the whole phrases, do you recall on what foundation you’d be awarded choices beneath the 2009 plan?

A. That was, I feel, half time-based vesting and half of milestone-based vesting, contingent on the Model S success.

Q. So half of the choices beneath that plan you bought for remaining on the firm for some time period?

Q. And the opposite half for attaining some quantity of manufacturing for, what did you say, the Model S?

A. The Model S was a four-door sedan, nonetheless fairly costly, however rather more useful and a decrease value than the Roadster sports activities automotive.

Q. Do you recall that the entire quantity of that grant by way of fairness within the firm was about 8 %?

Q. So when you stayed within the firm for a number of years and achieved a selected stage of manufacturing for one of many automotive fashions, you’d be granted choices to buy 8 % of the corporate?

Q. Was there any litigation over that plan, do you recall? Were you or the board sued over granting you that possibility plan?

Q. After the 2009 plan, do you recall that one other plan of possibility grants went into impact in your compensation?

Q. Just on the whole phrases, on what foundation had been you to be compensated with choices beneath the 2012 plan?

A. The 2012 plan was a sequence of milestones that had been market capitalization and production-based. So that required concurrently attaining multiples of the market cap and excessive quantity of manufacturing, primarily, aside from one of many milestones, which was primarily based on attaining a 30 % gross margin. All of the milestones had been achieved aside from the 30 % gross margin. We, I feel, acquired to twenty-eight %.

Q. Do you recall what the market cap increments had been beneath the 2012 plan for every of the tranches?

A. They had been $4 billion market — I imagine $4 billion increments.

Q. And there have been ten of these; is that appropriate?

Q. And do you recall what share of the fairness of the corporate you’d be granted choices to accumulate for every of the tranches?

A. I imagine it was about 10 %.

Q. 10 % in whole, when you achieved all of them?

Q. So would which were a half a degree, half a %, for every of the ten?

Q. Okay. So then when you achieved all of the tranches, that may lead to, what, a $40 billion improve in market cap for your complete plan?

A. That’s appropriate. I feel we had been round $3 billion in market cap, so it will have required — I feel the primary milestone was I feel round 8 billion. So it will have required greater than a doubling of the corporate’s worth to realize the primary milestone.

Q. And then for every — 4 billion every for all of the milestones to get to about 40; appropriate?

Q. So you’d get about 5 % of the fairness of the corporate for $40 billion of market cap appreciation beneath that plan; is that the best way it labored?

A. I feel it might need been greater than that, however yeah.

Q. “More than that” that means?

Q. Higher share. Do you recall if there was any —

Q. Do you recall if there was any litigation, anyone sue you or the board, over granting you these ten increments of a half level every for $40 billion in market appreciation?

Q. Now, by the point we get to 2017, do you recall roughly what the market cap of Tesla was?

A. I imagine it was round 40 — simply over $40 billion.

Q. What was the state of affairs on the firm? What was happening at Tesla in 2017?

A. 2017, we had been getting ready to start out manufacturing of the Model 3, which might be our first high-volume, reasonably priced automotive, primarily step three within the preliminary grasp plan. And it was a really — we had been in a really robust state of affairs, I’d say. So with a view to fulfill the purpose of creating sustainable transport, electrical autos, reasonably priced, we needed to obtain high-volume manufacturing. But that is a very troublesome factor. So we had been in fairly a troublesome place. We had been dropping some huge cash, I imagine.

Q. Did you say you had been dropping some huge cash at that time?

Q. Had any firm ever achieved quantity manufacturing at that scale of an electrical car?

A. Well, no. No firm had ever achieved quantity manufacturing of an electrical car at any significant scale. Yeah.

Q. What was the view of {the marketplace}, the general public markets, about your possibilities of pulling that off as of 2017?

A. Well, I feel when you had been to learn the press or to take a look at the statements of Wall Street hedge funds, they universally thought it was unattainable and that we’d fail. We had been probably the most shorted inventory on your complete inventory market. I feel we had been probably the most shorted inventory within the historical past of the American inventory market, ever, that means they hoped we’d fail and go bankrupt.

Q. Let me ask you to show in your doc ebook to JX 185, please. Just let me know whenever you’re there.

Q. Do you see that 185 seems to be the transcript of a shareholder/analyst name from June third, 2014, sir?

Q. Okay. Let me ask you to show to web page .0011.

Q. You see in the midst of the web page, towards the center of the web page, you’re requested a query by what’s described as an unknown shareholder. Your reply begins in concerning the center of the web page. And you say, “Well, nobody is CEO of a company forever. I mean, eventually, they carry you out. So in my case, I mean, it’s quite difficult, I’d say, being the CEO of 2 companies, it was never my intention to be CEO,” and also you go on from there.

Then there’s a subsequent reply simply down under that, after an intervening query by the unknown shareholder, and it says — your reply says, “I think I was — yes, certainly be CEO for like, say, 4 or 5 years and then it’s sort of TBD after that. Yes, but that’s the commitment I made to people at Tesla and also to investors is that I’m going to make sure that we execute through the high-volume, affordable car at a minimum and then we’ll evaluate it at that point.” What was the high-volume, reasonably priced automotive you had been referring to in that reply, sir?

Q. And was it, the truth is, your view on the time you participated on this name in June of 2014 that whether or not you’d stay as CEO of the corporate was to be decided when you had been capable of get the Model 3 into quantity manufacturing?

Q. Were the issues that you simply described with respect to the Model 3 solved throughout the course of 2017?

A. No. There — it took a few years to resolve the issues. I ought to maybe elaborate that the — the Wall Street hedge funds weren’t — their estimates of Tesla’s chapter chance weren’t far mistaken. The chance of survival was extraordinarily low. So I didn’t essentially fault them for his or her evaluation. They had good cause to suppose that we’d not survive.

Q. So at that time — I would like you to deal with the spring of 2017 — did you have got a dialog in some unspecified time in the future in that time-frame with

Q. And what was Mr. Ehrenpreis’s position on the firm within the spring of 2017?

A. Well, I ought to say Mr. Ehrenpreis’s position via — at Tesla from the start has been one in all nice assist and unflinching assist for the corporate. We’ve had so many calls at midnight and 1:00 within the morning. So he’s been an amazing supporter of Tesla in so some ways. But I think what you’re referring to is his position as head of the compensation committee. But I’d say that’s merely a small a part of his contribution to the corporate.

Q. In his capability as a member of the compensation committee — truly, chair of the committee — do you recall, no less than usually, your dialog with him someday within the spring of 2017?

A. Yeah. So there — we had been at considerably of an inflection level right here the place a choice wanted to be made as as to whether I’d proceed to run the corporate or maybe someone else ought to run the corporate. Yeah. So I didn’t need to be CEO. I, frankly, don’t need to be CEO of any firm. So Ira requested if it will be — if I’d be amenable to contemplating a plan just like the prior plan that may be very excessive threat however a excessive return. I stated I’d think about such a factor.

Q. Did you’re employed out the small print of the plan at that time whenever you had been first chatting with him about it within the spring of 2017?

Q. Did you dictate to him what the phrases needed to be at that time?

Q. Did you attend any of the board conferences at which the opportunity of the phrases of a brand new compensation plan for you had been thought-about or mentioned?

Q. Did you attend any of the conferences of the compensation committee at which that topic was being thought-about?

Q. Did you attend any conferences of the working group of inner individuals and exterior advisors that labored on the plan?

A. No. I used to be solely targeted on the execution of the corporate.

Q. Did you have got any position in recommending or choosing any advisors that the board or the comp committee chosen to help them on this connection?

Q. Did you have got any communications with the board’s advisors, with the comp consultants, the legal professionals, did you discuss to any of them about this?

Q. Did you have got any management over the work that the inner of us had been doing to help the board in making an attempt to give you a plan?

A. No. I didn’t have any understanding of the inner processes by which this compensation construction was obtained.

Q. Did you have got any conversations with Todd Maron throughout the course of 2017 about whether or not the plan — the work on the plan must be briefly halted on occasion?

A. I feel I stated to Mr. Maron that, you already know, there — it’s not — it’s not the highest precedence due to emergencies at Tesla, of which there have been many.

Q. Do you already know if the shares you held within the firm had been counted towards the vote that the shareholders in the end made on whether or not or to not approve the plan?

A. Sorry. Can you say that once more.

Q. Yes. Were your shares in Tesla counted in voting in favor or in opposition to the plan?

A. Oh, no. My shares didn’t depend in voting for the plan, nor had been the shares of any affiliated occasion counted within the voting — within the shareholder vote.

Q. Now, simply in phrases — the phrases of the plan are within the document right here, so we don’t must stroll via every of the phrases, however I simply need to ask you about a few factors about it. Do you recall — whereas within the 2012 plan, I feel we’ve established, you’d get choices to buy a half a % of the corporate’s inventory for every tranche, do you recall what share of the corporate’s inventory you’d obtain choices to buy for every of the tranches within the 2018 plan?

A. I feel it was roughly half a % or one thing like that.

Q. You suppose it was half a % for the 2018 plan versus the 2012 plan?

A. Sorry. 2012 — I feel — I feel it was 12 tranches for usually 10 percent-ish, roughly.

Q. Do you recall what the market capitalization increment was that you simply’d have to realize for every of the tranches of the 2018 plan?

A. The market cap increment was $50 billion.

Q. And how did that examine to what the market cap was, roughly, whenever you had been speaking to Mr. Ehrenpreis about the opportunity of a brand new plan? What was the market cap of Tesla, roughly, then?

A. It was roughly $40 billion. It assorted throughout 2017, however roughly $40 billion. And — sorry. Yeah, sorry. I feel — I feel $50 billion increments. And the primary — the vesting of the primary level can be — require, I feel, a $100 billion market cap, so greater than double the present market cap of the corporate.

Q. Okay. And so that you stated you thought there might need been ten. Does it refresh your recollection if I recommend to you there have been 12 tranches within the 2018 plan?

Q. Okay. So 12 tranches at $50 billion of market cap appreciation for every tranche would require a rise of how a lot market capitalization so that you can obtain all the targets within the plan?

A. I imagine it will require a $600 billion market cap.

Q. Over and above regardless of the firm was price on the time?

Q. Now, do you recall that in some unspecified time in the future, there was a dialogue between you and a number of members of the board about whether or not your choices can be granted on a complete excellent shares or totally diluted foundation?

Q. Do you recall what your choice was on the time?

A. My choice was that it’s on a totally diluted foundation.

A. Well, over time, there can be incremental dilution of the corporate, and so a given % can be diluted in line with incremental shares that may vest on — primarily, on a totally diluted foundation of all of the shares vested and that there can be numerous excellent shares. So what can be usually maybe on the order of 10 % can be a lot much less if on a totally diluted foundation.

Q. What was the place of the board with respect to this situation in response to your place that you simply needed totally diluted shares?

A. The board declined and stated it shouldn’t be totally diluted. The — I imply, the 2 areas the place the board — the place there was important — the board pushed considerably, which I conceded, had been that I had requested for totally diluted; the board declined to do totally diluted; and the board additionally stated that — that I feel the shares couldn’t be bought for a interval of 5 years after the train of the choices. I ought to say that the five-year holding interval is maybe the — that was my greatest concern, as a result of it will imply that both I would wish to run the corporate for one more 5 years after the inventory vested or I would wish to search out somebody who would run the corporate effectively sufficient to not trigger the valuation to subsequently decline considerably.

Q. And you agreed to each of these phrases?

A. Yes. Loads can occur in 5 years.

Q. Indeed. Now, there’s been some testimony, some proof right here about the truth that there was a dialogue backwards and forwards within the latter a part of 2017 about what number of shares you’d find yourself getting choices for, what number of thousands and thousands of shares you’d get choices to buy. Do you recall any dialogue on that topic versus the entire excellent versus totally diluted query?

A. Yes. I imagine in tough numbers, I used to be form of aspiring to, I feel, roughly 28 million shares; and the board proposed — or it ended up being 20 million, I feel.

Q. And you accepted the 20 million because the variety of shares?

Q. Now, if it seems that whether or not you bought the shares initially, whether or not you bought the choices — excuse me — initially, on a totally diluted or a complete excellent share foundation, it will nonetheless be about 20 million shares, was there any distinction, out of your perspective, going ahead, that they be granted on a complete excellent foundation fairly than on a totally diluted foundation?

A. Well, if the share — if the choice depend was adjusted in line with dilution, it will have been a a lot greater quantity over time attributable to subsequent dilution of — you already know, principally issuance of extra shares, for the reason that mannequin of Tesla which I put in place was that every one workers are granted inventory within the firm, regardless of how junior they could be. So as the corporate grew, then we’d essentially dilute the corporate with a view to make sure that everybody, even probably the most junior employee, would have inventory within the firm.

Q. What was your view again in 2018 when this plan was accredited of the attainability or achievability of the milestones that had been constructed into the plan?

A. I assumed it was extraordinarily unlikely that this might occur however not — not unattainable, however unlikely. And there’s no query that the inventory market agreed that it was unlikely as a result of when this plan was introduced, it’s not as if our inventory instantly jumped. In reality, there was form of a perception that it was truly some diabolical plot to attempt to get the inventory value to extend, that this was some form of Jedi thoughts trick or one thing to get the — due to the absurdity with which they seen such market cap aspirations. So they actually thought it was simply — it was only a trick.

Q. I need to ask you, nonetheless, about one assertion, no less than, that you simply had made publicly a number of years earlier than the plan went into impact. Would you have a look at JX 202 in your ebook, please.

Q. Now, you see that this can be a transcript of one other earnings name. This one is February twelfth, 2015. Do you have got that one, sir?

Q. Okay. I’d such as you to show to web page .0006, please. And do you see towards the underside of .0006, there’s a query from Brian Johnson, who’s recognized as being an analyst from Barclays Capital? Do you see that?

Q. And your reply begins on the backside of 6 and goes over to the highest of web page 7. Do you see that, sir?

Q. Okay. You say on the backside of 6, “[I’m] just saying the back-of-the-envelope — if you make certain assumptions, and I emphasize these are just certain assumptions, I am not saying that they are true or that they will occur, but I’d bet that they do occur, personally, but just my personal opinion.” Then you go on and also you say, “If you take this year’s revenue, around 6 billion or thereabouts, and if we are able to maintain a 30% growth rate for 10 years, add to your 10% profitability number, and have a 20 PE, our market cap would basically be the same as Apple’s is today. That’s going to require a bit of — on the order of $700 billion — obviously, getting that rolling requires some significant CapEx. But I am hopeful that we can do this without any significant dilution to the Company, maybe minor dilution but nothing serious.”

Did you say these phrases or in substance these phrases again at this transcript of the decision in February of 2015?

Q. Was that your private opinion on the time, when you might accomplish this sort of a development charge and that type of a profitability charge and that type of a price-to-earnings ratio, that you may get to the scale that Apple was on the time?

A. Yes. I imply, these are, clearly, assumptions which can be extremely troublesome to realize. I used to be actually simply stating that is how firms are valued within the inventory market; that there’s a value earnings a number of. And, you already know, so if — and I feel it might need been Einstein who stated this, however compound curiosity is probably the most highly effective power within the universe. It could possibly be a type of misattributions, nevertheless it type of is. Compound curiosity is probably the most highly effective power within the universe.

Q. Mr. Musk, again in 2018, would you have got accepted a compensation plan that prevented you from being the CEO, working different firms?

Q. In reality, whenever you turned the CEO of Tesla a few years earlier than, had been you already the CEO of some other firms?

A. Yes. I used to be working SpaceX. I ought to say the CEO position at SpaceX and in addition at Tesla, it’s much less concerning the CEO however, fairly, that I’m the one driving the know-how. So at SpaceX, it’s actually that I’m liable for the engineering of the rockets; and at Tesla, for the know-how, you already know, within the automotive that makes it profitable. So CEO is commonly seen as considerably of a business-focused position, however in actuality, my position is rather more that of an engineer creating know-how and simply ensuring that we develop breakthrough applied sciences and that now we have a staff of unbelievable engineers who can obtain these targets. And it’s my expertise that nice engineers will solely work for an amazing engineer, and so I — that’s what I — that’s my first responsibility, not that of CEO.

Q. Would you have got accepted a plan that successfully had a punch clock, the place you needed to punch in sure instances and punch out sure instances at Tesla with a view to get the compensation?

A. No. I imply, I simply just about work on a regular basis, so — with uncommon exceptions. So I don’t know what a punch clock would obtain.

Q. What was your relationship like with the board at Tesla again on this 2017 to ‘18 time period we’ve been speaking about?

A. My relationship with the board?

Q. Did you management the actions of the board on a day-to-day foundation?

Q. Did you management their compensation as administrators?

Q. Did you have got the ability to regulate their election to or removing from the board of administrators?

Q. Did you recommend to any of them at any level on this course of that in the event that they didn’t assist this compensation plan, that you simply’d do something, any repercussions, any response, any intimidation of any variety?

Q. Did you imagine on the time that you simply managed the shareholders of Tesla?

A. Absolutely not. The shareholders had been refined buyers. They have made selections in line with what they believed would lead to the perfect final result for them as shareholders. We did have — we nonetheless do and did have then a few of the most refined buyers on this planet.

Q. There’s been some testimony right here about Capital Group. Do you recall that they had been a shareholder of Tesla on the time?

Q. Did you ever name anyone at Capital Group earlier than the vote on this plan was completed to precise any views about whether or not or not they’d vote in favor of the plan?

Q. Do you already know whether or not — what occurred to Capital Group’s stake within the firm after your compensation plan was accredited?

A. I imagine they elevated their stake within the firm.

Q. Back within the 2017-2018 time interval, did the finance group — withdrawn. Who was the CFO of the corporate on the time?

Q. Who was the chief monetary officer again on the time this plan was being formulated, 2017-2018?

Q. Did Mr. Ahuja and his group put together projections in that point interval for future — wanting ahead to the long run?

Q. What was your view concerning the philosophy of — the character of the projections that Mr. Ahuja and his group had been getting ready at that time and also you had been reviewing to go to the board?

A. Well, I feel there have been some optimistic projections, however I do suppose that one ought to usually have optimistic projections as a result of it’s uncommon that you simply exceed these projections, so — as a result of, you already know, there’s often going to be — it’s not often inexperienced lights to Malibu. So it’s like no matter your projections are, you’ll sometimes obtain some share of these projections due to unexpected circumstances that — unexpected damaging circumstances.

So I’d usually say that these projections can be success-oriented, that means that lots of issues must go proper, however in actuality, not the whole lot will go proper and a few issues will go mistaken. So it’s good to have excessive aspirations for the projections as a result of that’s the form of, like, just about everything-goes-right projections. If you decrease the projections, then you’ll nonetheless obtain some share of the decrease projections. So it’s at all times a problem to say, what’s the proper stage of optimism to have in projections. I are likely to bias in the direction of the optimistic facet.

Q. What is the impression, out of your perspective, that Tesla has had up up to now on the purpose that you simply articulated again in 2006 of shifting from a carbon-based financial system to a solar-based financial system?

A. Or only a sustainable —

Q. A sustainable financial system.

A. Well, I feel Tesla’s had an immense impact on the world in not simply that Tesla is making electrical autos, however now we have been actually the principle cause that the remainder of the automotive business has moved in the direction of sustainable vitality, in the direction of electrical autos. When we had been doing electrical autos, whilst not too long ago as possibly even three or 4 years in the past, actually 5 years in the past, we had been laughed at by the remainder of the business, they usually had no plans to do electrical autos.

So — however when the Model 3 was profitable and actually began taking a market share away from them, then they modified their plans to make electrical autos. But one can merely learn the press and see what their public statements had been about electrical autos. And they — they thought — they’d no plans to do electrical autos. They thought electrical autos had been a joke.

But then when the Model 3 began taking market share away from them, they actually had no alternative however to start electrical car applications. So — and to their credit score, they credit score Tesla with the explanation for that.

Plaintiffs’ lawyer, Attorney Greg Varallo: Mr. Musk, welcome again to Delaware. Nice to see you once more. I hope your travels weren’t too troublesome, and I respect your giving us this time as we speak. I do know you’re occupied in many various instructions.

Elon Musk: Yes, I is likely to be somewhat slower than in any other case since I flew in in a single day on a red-eye, so…

Q. I respect it. You are the Technoking of Tesla; is that proper, sir?

Q. And you got here up with that title your self; appropriate?

Q. And, for the document, you had been stone-cold sober whenever you got here up with the document — with the title; proper?

Q. And Tesla filed an 8-Okay saying that appointment since you needed to comply with the method required for a title change. Is that additionally true, sir?

A. Well, it was extra of a title increment, however sure.

Q. And you didn’t seek the advice of with the board earlier than giving your self the brand new title; proper?

A. No, I imagine we did seek the advice of with the board.

Q. Well, you recall giving your deposition on this case, don’t you, sir?

Q. Down in Austin, we had a stunning day collectively, you watched a SpaceX launch, it was an amazing day. Remember that?

Q. And you swore to inform the reality in that deposition; is that proper?

A. Yes. That doesn’t imply my reminiscence is ideal, however sure.

Q. You did your easiest to inform the reality; appropriate?

Q. Let’s watch a clip from that deposition, if we are able to. Counsel, web page 25, traces 13 via 16.

(A video clip was performed as follows:)

Question: Did you seek the advice of with the board concerning the new title earlier than — earlier than submitting it on 8-Okay? Answer: No, nevertheless it was communicated to the board. I feel with Zach and Bill Berry, and yeah.

Q. Did I ask that query, did you give that reply at your deposition, sir?

A. I feel that the — the purpose is the board was talked to earlier than it was filed.

Q. My query, sir, was did you seek the advice of with the board earlier than giving your self the title?

A. Before formally giving myself the title, sure, after all.

Q. Okay. So you had been simply mistaken in your deposition?

Q. Got it. And I take it you didn’t submit any errata sheet to your deposition correcting it; is that true?

Q. You’ve described the position of Technoking as form of like a monarch and just like the position of CEO, however extra technologically oriented with extra panache than the CTO position and as one thing that comes with nice dance strikes and sick beats. Is that true?

A. I imply, I feel comedy is authorized.

Q. As Technoking of Tesla, you direct Tesla’s operational and strategic selections; appropriate?

A. In session with others.

A. You know, in session with others, sure.

Q. You recall, don’t you, being concerned in litigation on this courtroom referring to the Twitter matter?

Q. Do you recall being concerned in litigation on this very courtroom only in the near past pertaining to your takeover of Twitter, sir?

A. Yeah, I used to be not bodily within the courtroom.

Q. I perceive you weren’t bodily within the courtroom, however you recall you had been a celebration to a litigation involving your takeover of Twitter; appropriate?

Q. And you’re conscious, aren’t you, that this Court issued an opinion through which the Court expressed, “little doubt” that you’ve the ability to direct operational selections. You don’t contest that, do you, sir?

A. I imply, I aspire to be much less silly over time, so I, you already know, wish to be corrected and never merely make selections, as a result of if I make selections with out consulting individuals, then the chance of that call being mistaken is larger after which the success of the corporate shall be decrease.

Q. You don’t contest, nonetheless, that you’ve the ability to direct operational selections at Tesla, do you?

A. That’s — that’s the job of the CEO/Technoking.

Q. Indeed, within the Twitter litigation, your normal counsel and others gave affidavits to the Court testifying that you simply occupy, and I’m quoting now, “a special position of trust,” and that nobody on Tesla’s SI staff can evaluate emails in your Tesla e mail accounts with out acquiring permission from you to take action until that evaluate is legally required. Is {that a} factually correct assertion, sir?

A. Yes, my e mail account is — and I feel that of some different senior executives — is in the next safety standing as a result of if that data in my e mail account was made public, it will be materials data that could possibly be used to govern the inventory.

Q. And you additionally gave an affidavit about your e mail account the place you swore beneath oath, “Due to my role at the companies, nobody associated with Tesla is authorized to access my Tesla email accounts without my consent, except to the extent legally required.” That was a truthful assertion whenever you gave it, sir?

Q. And you’re conscious, aren’t you, that your legal professionals on this case, this very case, submitted a pretrial transient to the Court describing you as — and I’m quoting from web page 4 of the transient, “intimately involved in all aspects of Tesla’s operations, from its strategic direction to its product design.” You don’t dispute that description of you, do you, sir?

A. I imply, I work lots on Tesla. It’s not as if I aspire to be concerned in each a part of the corporate, however I should be concerned in these components of the corporate which can be most vital to its success.

Q. Is it honest to say that you simply’re intimately concerned in all features of Tesla’s operations, from its strategic route to its product design?

A. I’m undecided I’d use the phrase “intimately.” That wouldn’t be my first alternative of phrases. But I allocate my time in line with what I imagine is most crucial to the corporate’s success.

Q. I see. Did you learn your transient earlier than it was filed? Did you learn the transient that was filed in your behalf on this courtroom earlier than it was filed?

Q. Tesla’s additionally disclosed publicly that it’s extremely dependent in your companies and that your departure would seemingly disrupt its operations, delay the event and introduction of autos and companies and negatively impression its enterprise, which might trigger a inventory value decline. Any cause to dispute these disclosures about you and your position, sir?

Q. We heard concerning the grasp plan just a few moments in the past. You wrote that every one by your self; proper?

Q. And the grasp plan was designed to put out a street map for no less than a ten-year imaginative and prescient for the corporate.

Q. And part of your cause for writing the grasp plan was since you needed to guarantee that individuals acknowledged you because the individual behind and synonymous with Tesla; honest to say?

A. No, that’s incorrect. The cause for the grasp plan was to articulate a long-term imaginative and prescient for the corporate. The — as a result of individuals don’t know why the corporate is executing a selected correction, so the — I anticipated that there can be a major criticism of the corporate as a result of the primary automotive was a sports activities automotive, and it was an costly sports activities automotive. So the query is, why would you select to do an costly sports activities automotive? People can be like why — would I feel that that’s — it isn’t that we thought that there was a scarcity of sports activities vehicles for wealthy individuals. That’s not the explanation for making a sports activities automotive as the primary automotive.

The actuality is that any automotive that we made as our first automotive can be essentially costly as a result of we — and this might be Version 1 of the know-how, and it will be at low quantity. So it doesn’t matter what automotive was made, whether or not it was a compact sedan or a sports activities automotive, it will be very costly. So the — so persons are not ready to pay some huge cash for a small, compact sedan, however they’re ready to pay some huge cash for a sports activities automotive.

So I wanted to clarify that we weren’t making a sports activities automotive or an costly automotive for the sake of creating a sports activities automotive or an costly automotive, however that it was the one doable path to success and in the end making a high-volume, low-cost automotive, that means we couldn’t get from nothing — from nothing to instantly a high-volume, low-cost automotive, though that was truly our goal. And we did obtain — regardless of me publishing this grasp plan, we nonetheless obtained an excessive amount of criticism for making an costly sports activities automotive. I hoped to deflect a few of that criticism, which was partially profitable, largely not profitable, by explaining that the one solution to obtain an reasonably priced electrical automotive was first to make an costly automotive after which secondly to make a less-expensive automotive of medium quantity, which was the Model S, after which third to then make a high-volume, reasonably priced automotive, which was the Model 3.

So I’d say my main purpose in writing that plan was to deal with — to anticipate and no less than partly tackle criticism that we — that we had been making an costly automotive as if that’s what we needed to do, however, the truth is, we didn’t need to do this. We needed to make an reasonably priced automotive, however the one solution to obtain that purpose was first to make an costly automotive, then a medium-priced automotive, after which a lower-cost automotive.

There are three — there are two issues for any given know-how, new know-how area, there are two essential issues which can be wanted to realize a mass-market product. You should iterate the know-how, I feel no less than for 3 main model — three main variations, if no more, however no less than three main variations, and you have to obtain economies of scale. If you had been to take a look at one thing like, say, cell telephones, preliminary cell telephones had been extraordinarily costly and actually not superb. But with the continued iteration of the know-how after which economies of scale making them in quantity, in the end, cell telephones turned reasonably priced to virtually everybody.

And I used to be making an attempt as an example that that is the trail of all new applied sciences, and electrical autos are a basically new know-how, or lithium ion electrical autos are a basically new know-how. That was — I’d say that was the first purpose of the grasp plan. Then the form of — so the second main purpose of the grasp plan was to emphasise that this was actually not as a result of we felt that there was a automotive firm wanted, however that there was an electrical automotive firm wanted, as a result of at the moment, there have been no electrical automotive startups, and the foremost automotive firms had — the few electrical automotive applications that they did have, they’d canceled.

And, the truth is, that is actually tragic, however General Motors had the electrical car 1, the EV1 program, they usually truly refused to promote individuals the automotive. They simply gave it as a lease. And as quickly as California allow them to off the hook, they recalled all of the vehicles and crushed them in form of a automotive graveyard in order that nobody might use them once more. So that was fairly loopy.

Judge Kathaleen McCormick: I’m going to interrupt, Mr. Musk, solely as a result of we are able to all hearken to this all day as a result of it’s very attention-grabbing, however I don’t suppose it was attentive to the query, which I’ve now forgotten. So I’m going to assist Mr. Varallo out right here.

Attorney Varallo: Thank you, Your Honor. I used to be going to ask the witness whether or not he remembered the query. Maybe I can simply comply with up with this, Mr. Musk. Is it your testimony as we speak that a part of your cause for writing and posting the grasp plan was not since you needed to guarantee that individuals acknowledged you because the individual behind and synonymous with Tesla; are you denying that that’s one of many causes behind your writing the grasp plan?

A. That had nothing to do with the grasp plan.

A. No, I’m saying that had nothing to do with me writing the grasp plan.

Q. Let me interrupt you, if I can, as a result of I — I’m on the clock, and as a lot as I take pleasure in chatting with you, I think your aircraft goes to go away with out you if now we have many solutions like that. Sir, you recall coming to this courtroom and testifying within the SolarCity trial beneath oath?

Q. So I’ll ask my colleague, the technologist, to see if he can pull up the SolarCity trial transcript, web page 79, and particularly traces 14 via 19. Counsel, we’re going to place it on the display, however I’ve a full set of the transcripts when you want them.

Attorney Chesler: Thank you.

Attorney Varallo: So this can be a query that was requested to you in SolarCity whenever you had been on the stand, Mr. Musk, and the query is “And in it” — and that is speaking concerning the grasp plan — “you wanted to make sure that people thought that this was the person who was behind Tesla, this person who is synonymous with Tesla, and in doing so you called yourself the co-founder. Correct?” And you answered “Yes.”

Were you requested that query and did you give that reply within the SolarCity trial beneath oath on the stand, sir?

A. I really feel as if this context shouldn’t be — that is taken out of context, and it’s deceptive.

Q. I’m joyful to permit your counsel to ask you about context when he does redirect. You see it on the display. Any cause to doubt that you simply gave that reply to that query, sir?

A. I’m positive that is the transcript, however it’s taken out of context and I feel deceptive to the Court.

Q. That’s all I want. Your counsel will be capable to refresh the context, as acceptable. Now, you additionally wrote and revealed one thing referred to as the grasp plan half deux; appropriate?

Q. And that’s a really particular plan to provide particular sorts of know-how enhancements; true?

Q. And you imagine, don’t you, that the grasp plan remains to be guiding Tesla’s technique; true?

Q. Thank you. That’s sufficient.

Q. Quite a lot of these are sure/no questions, and if you wish to give additional testimony, Mr. Chesler will be capable to adduce it from you. You personally got here up with the imaginative and prescient for Tesla; is that proper, sir?

A. I imply, there’s — I imply, there was extra than simply me, however the — when you say like what — for the imaginative and prescient that Tesla has turn into or the imaginative and prescient articulated within the grasp plan, then I’d be the principal individual liable for that imaginative and prescient, sure.

Q. So you had been the one who got here up with the imaginative and prescient; is that the reply?

A. I’ve lengthy needed to do electrical autos from once I was in faculty. At Stanford, my graduate research at Stanford would have been targeted on vitality storage applied sciences for electrical autos. So my curiosity in electrical autos goes again to once I was virtually in highschool.

Q. Maybe I might get you — you perceive the phrases “yes” and “no” or “I don’t know,” proper, you perceive these three alternate options? Were you the one who got here up with the imaginative and prescient for Tesla, sure or no?

A. I imagine you’re asking complicated questions that aren’t — the place “yes” or “no” shouldn’t be doable, however “yes” is extra correct than “no.” But your query is a posh query that’s generally used to mislead individuals.

Q. Well, let’s simply dispel any complexity from it. We’ll check out your deposition on this case. Page 34, traces 14 via 16, counsel. Let me strive that once more.

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Q: Who generated or who got here up with the mission or imaginative and prescient of the corporate?

A: I did.

Q. You had been requested that query, gave that reply at your deposition; is that proper, sir?

Q. True, isn’t it, that you simply sometimes make a advice for senior govt compensation to the compensation committee within the first occasion, so that you give you the advice for the committee; is that true?

A. For senior govt compensation?

Q. And additionally true that final yr, you proposed to the board that Tesla comply with take bitcoin as cost for vehicles and the board agreed to that proposal?

Q. And the board motion authorizing Tesla to simply accept bitcoin, the board took motion authorizing Tesla to simply accept bitcoin for vehicles; proper?

Q. And that call was publicly introduced; true?

Q. And then Tesla paused accepting bitcoin till gaining clarification about the usage of renewable energy for bitcoin mining; appropriate?

Q. And you personally made the choice to pause bitcoin acceptance unilaterally, exercising your authority as Technoking; true?

A. I turned involved about the usage of —

Q. Sir, I don’t care why. Did you make the choice unilaterally?

Q. Thank you. And you had no dialogue with the board about your unilateral determination to pause accepting bitcoin thereafter; true?

Q. I need to swap subjects for only a few moments and discuss tweeting. First, it’s true, isn’t it, that as of October 27 or so of this yr, you turned the chief twit of Twitter?

A. I imply, that could be a humorous title, however sure.

Q. It’s a title you gave your self; proper?

A. As I stated, I imagine humor is authorized.

Q. And for these of us extra versed in additional conventional enterprise titles, “chief twit” encompasses the position of CEO or interim CEO; true?

Q. Indeed, inside hours of closing, you fired Twitter’s then-CEO, CFO, and normal counsel; appropriate?

Q. You additionally fired the board?

A. Well, the board was not needed because it was a brand new firm.

Q. Shifting gears only a second. It’s true, isn’t it, that in reference to a settlement with the SEC, Tesla agreed to type a everlasting board committee charged with overseeing implementation of the SEC settlement and controls governing Tesla’s administration and public statements concerning Tesla; is that proper?

Q. And your understanding is that the board committee was shaped to evaluate the disclosure course of, not your particular person tweets; proper?

Q. And the committee doesn’t evaluate tweets earlier than you make them; true?

Q. Ms. Denholm, who chairs the committee, no less than on the time of your deposition, had by no means requested you to permit her to evaluate a tweet that you simply had been making earlier than you made it; appropriate?

Q. And the method you comply with to adjust to this SEC consent settlement is that when you resolve a tweet is likely to be one that’s required to be reviewed beneath the settlement, you submit it to an in-house lawyer prematurely of creating it, await some time period that you simply resolve upon, after which tweet if the lawyer hasn’t given feedback; proper?

A. Yes. Are we within the Tesla trial or the Twitter trial? I’m barely confused.

Q. We’re on cross-examination in an attention-grabbing case, Mr. Musk.

Q. So when your lawyer desires to make an objection, he has the proper to do it. Sadly, you don’t. But I think he’ll if he doesn’t just like the query. At least on the time of your deposition on this case, you couldn’t recall Mr. Berry, who was the — or is the in-house lawyer reviewing your tweets, making any remark to any tweet that you simply submitted to him; proper?

Q. I’m joyful to refresh your recollection. Counsel, web page 15, traces 23 via 25.

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Q: Has Mr. Berry made feedback to you on these tweets on account of his evaluate of them?

A: Not that I can recall.

Q. Again, you had been requested that query and gave that reply at your deposition; is that proper, sir?

Q. And you imagine it’s in all probability appropriate that Tesla obtained letters from the SEC about two of your tweets after the consent decree was amended to make it extra clear; appropriate?

Q. At least, although, on the time of your deposition, you weren’t conscious of any adjustments to the method that had been made after Tesla obtained these letters; true?

Q. Now, the settlement with the SEC that gave rise to this everlasting committee additionally charged that committee with evaluate — oversight of evaluate and determination of HR points and conflict-of-interest points; proper?

Q. At least on the time of your deposition, you weren’t conscious the committee had that cost; proper?

Q. I’m joyful to indicate you the testimony. Counsel, that is web page 17, traces 15 via 24.

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Q: Now, it’s additionally true, isn’t it, that the committee that was established, in your phrases, to evaluate the method additionally was to evaluate human sources points and conflicts of curiosity concerning administration?

A: Human sources points?

Q: Yes.

A: As it pertains to me or to the remainder of the corporate?

Q: I don’t know. Answer: I — sadly, I don’t — I’m not conscious of these.

Q. Again, you had been requested these questions, you gave these solutions at your deposition?

Q. Changing subjects. During the latest Tesla earnings name, did you say that the board was contemplating a $5 to $10 billion buy-back of Tesla inventory?

A. I’m undecided if that’s the precise quantity, nevertheless it was — the board is contemplating a buy-back.

Q. Did the board or anybody else authorize your saying so earlier than you gave that assertion?

A. No; nevertheless it was on an earnings name, and I imagine I — you already know, I ought to describe precisely what’s going on to buyers.

Q. Well, sir, you’re conscious of one thing referred to as nonpublic materials data; proper? You’ve heard that time period?

Q. And you addressed the earnings name and stated the board was contemplating a $5 to $10 billion buy-back, hadn’t decided but; true?

A. Yes, we had obtained —

Q. Thank you. And so let me simply ask the follow-up query. You’re additionally testifying that nobody cleared you to provide that assertion; appropriate?

A. I don’t imagine it wanted to be cleared.

Q. Thank you. Is it additionally true that in this October Q3 earnings name only in the near past, you stated that you simply noticed a path to Tesla changing into price greater than Apple and Saudi Aramco mixed?

Q. Did you clear that assertion with anybody earlier than making it?

Q. Earlier in — a few years in the past, truly, in May of 2020, you tweeted that in your opinion, Tesla’s inventory value was too excessive. Do you recall that?

Q. Did you submit that and get feedback on it earlier than you set it out?

A. No. I stated it was too excessive in my view.

Q. Yeah. And in November of ‘21, you issued a tweet taking a poll on whether your followers supported your proposal to sell 10 percent of your Tesla stock; right?

Q. And did you submit that tweet to anyone before making it?

A. I discussed that with Tesla counsel before making that — putting that poll into place.

Q. Got it. July of this year, you issued a tweet disclosing that more Tesla commodity prices are trending down than up FWIW. Do you recall putting that out?

Q. Was that something you cleared in advance?

A. No. This is public knowledge.

Q. That’s high-quality. Thank you. It’s true, isn’t it, Mr. Musk, that, to place it politely, you maintain a fairly dim view of the Securities and Exchange Commission of the United States?

A. I’ve concern that they don’t seem to be executing their responsibility in some circumstances.

Q. Indeed, you don’t respect the fee; is that proper, sir?

A. That shouldn’t be appropriate. I — I — there’s — I imply, a few of these issues do require, I feel, somewhat little bit of elaboration, fairly than sure or no. In normal, I feel the mission of the SEC is sweet. The query is whether or not that mission is being executed effectively and whether or not — and in some circumstances I feel it isn’t. The SEC fails to research issues that they need to and locations far an excessive amount of attentions on issues that aren’t related. The current FTX factor, I feel, is an instance of that. Why was there no consideration given to FTX? Investors misplaced billions, and but the SEC continues to hang-out me regardless of shareholders being vastly rewarded. This is mindless.

Q. We noticed on this trial, I suppose it was yesterday, a clip of you giving a TED discuss again in April of this yr through which you described this fee as, quote, bastards, shut quote. Do you recall saying that?

A. I recall saying that with regard to the San Francisco workplace of the SEC.

Q. Oh, I see. So your disdain is just for the San Francisco workplace, not your complete fee?

A. And I’d say for some explicit people on the San Francisco workplace, who I imagine will not be doing their responsibility.

Q. In reality, earlier this yr, you recall calling the San Francisco workplace, quote, shameless puppets of Wall Street quick vendor sharks who did nothing to guard precise shareholders?

A. I imagine that’s an correct assertion.

Q. Anyone evaluate your tweet attacking the San Francisco workplace of the SEC earlier than you made it, sir?

A. I — no, I don’t suppose so.

Q. And am I appropriate that the consent decree that you simply entered into with the SEC offered that you wouldn’t “take any action or permit to be made any public statement denying, directly or indirectly, any allegation in the complaint or creating the impression that the complaint is without factual basis.” Do you recall that as one of many obligations within the consent decree?

A. The consent decree was made beneath duress, so I imagine that —

Q. I — we are able to get to that. I simply need to know whether or not you recall that as an obligation.

A. An settlement made beneath duress shouldn’t be legitimate as a basis of regulation.

Q. Okay. Can you inform me whether or not you already know — are you skilled as a lawyer?

A. I’ve some familiarity with the authorized system.

Q. I suspected that is likely to be the reply. You know, as soon as upon a time, you may learn the regulation and turn into a lawyer. Even in Delaware, it was not so way back that you simply didn’t really need a regulation diploma. So possibly you’re in your manner.

A. I imply, when you’re in sufficient lawsuits, you be taught a — you decide up just a few issues alongside the best way.

Q. There you go. Well, placing apart the dearth of bar admission, anyway, maybe authorized coaching is there, however the bar admission isn’t, I simply need to know whether or not you’re conscious of this obligation. I don’t actually need to hear about what you consider it. I simply need to perceive whether or not you’re conscious of the duty, sure or no.

Q. But you have got given interviews publicly through which you’ve contended the SEC was simply plain mistaken and that you simply truly did have funding secured, however you settled as a result of the lenders put a gun to your head. Do you recall that?

A. That is appropriate. That’s the duress I used to be referring to.

Q. And it’s additionally true that you simply put out a tweet that SEC was an acronym, the center phrase of which is “Elon’s.” Do you recall that?

A. I imagine I stated — I prompt having a naming contest for a three-letter acronym the place the center phrase was “Elon’s,” sure.

Q. Let’s check out that tweet. That’s 1555 in your ebook, and it’s somewhat little bit of the best way again. Oh, right here it’s, it’s additionally on the display. Joe’s on the ball right here. That’s your tweet, proper?

Q. And once I requested you about that in your deposition, you described it as type of a Rorschach take a look at; proper?

A. Yes, sure, you already know, whereas I learn that as “save Elon’s company,” others could interpret it in another way.

Q. And “Elon’s company” is Tesla for this objective?

A. Yes. Well, it could possibly be one other firm, however sure.

Q. Mr. Musk, because the CEO of a public firm and positively a CEO of different firms as effectively, do you suppose it’s a good suggestion to actively be at warfare with the SEC?

A. I would like to not be.

Q. If they only did what you needed to do?

A. If they did their responsibility.

Q. I need to discuss for a couple of minutes concerning the findings that this Court made — not this choose, however this Court — about your position within the SolarCity acquisition. And when you can be so variety as to take action, you’ll discover in your ebook one thing referred to as JX 1554, which is the memorandum opinion that was issued resolving the SolarCity case that was introduced in opposition to you and was resolved in your favor, so congratulations for that, sir.

Q. Let me know when you have got the opinion in entrance of you.

Q. So I’m going to ask you to show with me to web page .0092, and I need to discuss quite a few the findings the Court made about your position in that acquisition. Before we flip to the Court’s findings, true, isn’t it, that that acquisition was essential for each SolarCity and Tesla?

A. Well, the acquisition was vital to meet the grasp plan that I had articulated in 2006, which is to advance sustainable vitality.

Q. And, certainly, the grasp plan half deux particularly talks about bringing that firm into the fold; proper?

A. It particularly talks about solar energy as being essential to sustainable vitality.

Q. So let’s have a look at the Court’s findings starting on — it’s web page 91 of the opinion, nevertheless it’s .0092 within the stamping down on the backside. The Court writes up prime “Elon was permitted to participate in the deal process to a degree greater than he should have been:” And then the Court has a sequence of bullet factors, and I need to ask you about only a few of those bullet factors. First bullet level partly reads, “Elon declared to Lyndon that Tesla would acquire SolarCity, and later assured Lyndon that Tesla would extend a bridge loan to SolarCity.” Simple query: Do you dispute that discovering of reality?

Q. Let me draw your consideration, if I can, to the following web page of the opinion, prime paragraph, which signifies that “Elon participated in the selection of Tesla’s outside deal counsel.” Same easy query: Do you dispute that discovering of reality?

Q. Two bullets down it begins, “Elon was involved in preliminary discussions regarding price during Evercore’s initial presentation….,” and it continues. Do you dispute that discovering of reality, sir?

Q. And then flip over, when you would, to the following web page, second bullet level on the web page, “Elon was present for a part of a Tesla Board meeting where the Tesla Board discussed the revised offer for SolarCity.” Again, a easy query: Do you dispute that discovering of reality, sir?

A. No. I assumed Vice Chancellor Slights’ evaluation was extraordinarily correct.

Q. Wonderful. Thank you. I need to change gears and discuss for a couple of minutes concerning the genesis of the 2018 plan and comply with up on only a few factors your counsel made as effectively. I heard you give some testimony this morning a few spring of 2017 name with Ira Ehrenpreis, the chairman of your compensation committee and a director. Do you recall that testimony, sir?

Q. Sir, it’s appropriate, isn’t it, that on this case, you got written questions, which legal professionals name interrogatories, and that you simply gave solutions to these interrogatories beneath oath?

Q. Let me direct you, if I can, to Exhibit JX 1256 within the ebook. Let me know whenever you’re there.

A. There’s lots of —

Q. I do know, there are lots of these. I apologize for that. They’re additionally on the display, if that helps, sir.

A. Sure. The display is okay.

Q. All proper. So let’s ask our technologist, please, to convey us to web page 9 of JX 1256, which is .0009. And I need to focus your consideration, if I can, on the primary interrogatory right here, which asks for the date on which the compensation plan was first proposed, who proposed it, et cetera. And then if we check out the very subsequent web page the place your response sits, I need to focus, if I can, on the final paragraph. It signifies that you simply had “informal discussions regarding a new stock option award that may have occurred prior to June 23rd, 2017 that were not documented.” Those are the conversations you had been speaking about this morning; proper?

A. I imply, I don’t recall these conversations.

Q. All proper. Well, that’s the purpose. If you have a look at the very subsequent sentence, it says “Mr. Musk does not specifically recall the dates or substance of any such discussions.” So that was your sworn, written testimony on this case earlier, appropriate, that you simply didn’t recall the substance of any discussions that will have taken place previous to June twenty third?

A. Yes. I imply, June twenty third, I imply — I imply, possibly there was one thing in like May or — I don’t know if — I don’t recall any such discussions.

Q. And we noticed on this trial earlier that Mr. Ehrenpreis additionally doesn’t recall. He gave the same reply that he didn’t recall the substance in his interrogatory. But, by the best way, this was true and proper on the time you gave this testimony beneath oath; appropriate?

A. That is appropriate that I didn’t recall, sure.

Q. Nonetheless, you suppose in an early name with Ira that you simply proposed proudly owning an extra 10 % of Tesla, bearing in mind dilution of your individual shares. You suppose which may have occurred; proper?

A. Yes. My recollection is that I had proposed the next variety of shares that may have taken into consideration dilution, and in the end we settled on a smaller variety of shares.

Q. So now I need to discuss — I perceive that occurred, and we’ll take you thru the paperwork. I simply need to discuss pre-June twenty third, which is the primary comp committee assembly, the decision that you simply don’t recall the substance of, you suppose you might need prompt 1 % per tranche in that decision, possibly?

A. I feel so. But I don’t — I don’t recall.

Q. All proper. So let’s see if we can assist. Open, when you would, to JX 1597 in your ebook, and I need to go to the Bates stamp quantity on the backside right-hand nook that’s Bates stamp quantity 5008, and let’s see if we are able to’t check out this. It’s up in your display, and I need to focus in on the paragraph starting on April 9. Do you see that on the display, sir?

Q. I’m going to learn it, and I’ll inform you once I’m skipping, however I’ll learn the substance of it for the document. It reads — and this can be a proxy that was ready internally and circulated exterior the agency, not the ultimate, by the best way. And it says, “On April 9, 2017, Ira Ehrenpreis, the Chairman of the Compensation Committee of the Board” — and I’m skipping — “had a preliminary discussion with Mr. Musk about a new compensation program, in which they talked about the concept of using a similar structure to the 2012 Performance Award but with even more ambitious and challenging performance hurdles that would reflect Tesla’s ambition to become one of the most valuable companies in the world. Mr. Musk indicated an interest in such a structure, and mentioned the possibility of setting 15 milestones in which each would require a market capitalization increase of $50 billion” — then I’m going to skip once more. “Mr. Musk proposed that given the difficulty of [those] milestones, an appropriate size of the award would be stock options totaling 15% of the Company’s current total outstanding shares, or 1% of the Company’s current total outstanding shares being attributed to each of the 15 milestones.”

Now, sir, given your sworn testimony that you simply don’t recall the specifics of the decision with Ira Ehrenpreis, it’s true, isn’t it, that you’d haven’t any foundation to dispute this recitation that was going round in early January summarizing the background of the transaction?

A. I — I don’t dispute this.

Q. Okay. Now, you gave some testimony in response to my buddy Mr. Chesler’s questions, and I feel you stated that you weren’t in any assembly of the compensation committee or the board at which the substance or the substantive phrases of your plan had been mentioned. Do you recall that testimony?

A. I — I don’t recall being in any such assembly, sure.

Q. Well, then let me ask you a easy query: Were you in any assembly of the compensation committee or the board at which the substantive phrases of your plan had been mentioned whereas it was being created?

Q. So let me ask my buddy, Mr. Wills, to tug up, please, JX 407, which isn’t in your ebook, and that is the minutes of the June sixth, 2017, assembly, and this can be a assembly of the board of administrators. And it’s true, sir, that you simply’re current at this assembly; proper?

Q. So utilizing logical deduction, would it not be honest for me to deduce that when you had been current at this assembly, the board didn’t talk about the substance or the phrases of your grant in your presence?

A. Well, I imply, there are discussions that the board has with out me being current.

Q. I perceive, sir. When you’re not current, the assembly — the minutes point out you’re absent from the room; appropriate?

A. I don’t know if that’s the case.

Q. Do you recall — you don’t recall ever having a dialogue concerning the substance of your plan, or when you do, inform me, as a result of I’d prefer to discover that too.

A. I — I don’t recall having discussions concerning the substance of the plan.

A. I imply, I feel we — when it was possibly proposed to me. But I — you already know, actually not in the way it was give you.

A. We should suggest — sorry. They should suggest it to me in some unspecified time in the future.

Q. No, no, no. My query was shorthanded. I apologize.

Q. You don’t recall having a board assembly which you sat via at which the substance of your plan was laid out and mentioned in your presence; appropriate?

A. Well, there would have been at one level, as soon as the board had determined what to suggest, they would wish to inform me what that was.

Q. I’m speaking concerning the interval throughout which the plan was being formulated and put collectively. I assumed you testified eloquently and clearly, in response to one in all your counsel’s excellent questions, that you simply didn’t sit via any assembly whereas this plan was coming about through which the substance of your plan was mentioned. I’m simply asking if that’s true, did you —

A. I don’t recall being in such a gathering.

Q. I’ll take it. I’ll take it. Do you recall that whilst you had been engaged on — whereas the work was being completed to develop the 2018 plan, your former colleague & cofounder, JB Straubel, wrote to you to “humbly propose” that the corporate think about establishing an fairness plan for him that had the identical vesting milestones that your new plan would have, however smaller quantities of fairness? Do you recall that?

Q. So let’s check out that e mail, if we are able to. Joe, would you set up JX 399.

It’s in your ebook. But it’s quick sufficient as effectively. Focusing in your response to Mr. Straubel’s e mail, you write — and that is about your plan, proper, so he’s asking you, are you able to do a plan for me that mirrors your targets, and also you reply, quote, “I’m planning on something really crazy, but also high risk.” That’s an e mail you despatched to him on or about May twelfth whereas this plan was into consideration; proper?

Q. Let me change gears once more. I need to discuss a bit about timing and your enter into timing of the event of the plan. It’s appropriate, sir, isn’t it, that on July 30, 2017, you requested your normal counsel, Mr. Maron, to place growth of the plan on maintain. Do you recall that?

Q. And then on November 9, you requested that Tesla transfer ahead with the plan and stated you’d prefer to “take board action as soon as possible.” Do you recall that?

A. I don’t recall, however I’ll assume that it’s true.

Q. I need to present it to you so there’s no query. Joe, please pull up JX 682 and present the witness .002, the second web page. Let’s go up, Joe, to the e-mail on prime of that in the direction of the highest, begins “No problem ….” let’s check out that e mail.

You see right here, sir, you despatched an e mail on or about November 9 saying, “I’d like to take board action as soon as possible,” and it continues. No doubt you despatched that; proper?

Q. Now, isn’t it true that 5 days later, on November 14, you prompt the event of the plan be paused for every week or two? Do you recall that?

A. I do vaguely recall that.

Q. Joe, let’s simply have a look at it to ensure we’ve acquired it straight. JX 668, please. Again, that is your e mail to your normal counsel, Mr. Maron; appropriate?

Q. And it’s topic “My comp package,” in order that’s what we’re speaking about on this e mail; appropriate?

Q. Then true that by mid-December, the plan was again on the quick observe once more; true?

A. It was again on observe, I suppose, yeah. I’d requested to only pause any discussions of compensation given the disaster stage on the firm was too excessive to consider anything.

Q. Let’s have a look at what your employees considered it. Please open to JX 718, and I’ll ask Joe to convey that up on the display as effectively. So that is from Joy Liu, and it’s being despatched out of the agency to PricewaterhouseCoopers, and also you’ll see the second paragraph beneath “Hi Nancy.” “Our CEO grants is back on a fast track now.” Does that assist set time and stage for you?

A. I imply, I didn’t see this e mail.

Q. It’s true, isn’t it, sir, that you simply weren’t intimately concerned within the growth of this plan; proper?

Q. So if the employees thought it was on a quick observe, any concept the place that may have come from?

A. I assume the board or — yeah.

(The courtroom takes a 15 minute break)

Q. Mr. Musk, let’s swap subjects once more. It’s true, isn’t it, sir, that throughout the interval the plan was being developed, you participated in Tesla’s May 2017 earnings name?

Q. And you recall, don’t you, saying throughout that decision that whether or not or not you’re CEO eternally, you meant to be actively concerned with Tesla for the remainder of your life, hopefully stopping earlier than you bought too previous or too loopy?

Q. And, sir, that was a truthful assertion on the time. Correct?

Q. And that assertion of intent by no means modified between the time you gave it in May of 2017 and no less than as much as the time of your deposition on this case. True?

Q. And, sir, when Tesla’s investor relations of us ready a Q&A script for dialogue with exterior stockholders after your plan was introduced, it included a selected query about whether or not you’d give up if the plan wasn’t accredited by stockholders, and it stated in response, the particular reply was that, no, you wouldn’t give up if the plan wasn’t accredited. Do you recall reviewing that and also you recall that being correct, sir?

Q. And that’s as a result of, as acknowledged within the script, you had been, quote, closely invested in Tesla, each financially and emotionally and also you seen Tesla as a part of your loved ones. Right?

Q. On the topic of being closely invested, I need to focus for a second on the rise within the worth of your fairness since early 2018. If we measured the worth of Tesla fairness that you simply truly owned, not derivatives or inventory choices or anything, simply the precise fairness, from the purpose that the plan was accredited on the board assembly in January of 2018, after which we took a snapshot of the worth of that very same fairness proper earlier than you introduced your bid for Twitter, do you have got any concept how a lot it will have elevated?

A. I don’t — I don’t know what it will have completed.

Q. I didn’t do that math as a result of it’s far too sophisticated for a lawyer from Delaware. I requested one in all my colleagues who’s an actuary, an accountant, and really is aware of numbers to do it. And what I acquired again was that when you look simply at your shares in these parameters, the worth of your shares went from spherical numbers 11.7 billion to spherical numbers 197.3 billion. Order of magnitude, does that sound about proper?

A. I feel the inventory has declined since then, however sure. I feel the inventory shouldn’t be fairly as precious as possibly when that evaluation was completed, the present inventory.

Q. But actually fairly excessive. Right? Close to $200 million?

A. I imagine it’s lower than that, fairly a bit lower than that at this level.

Q. I misspoke. I stated 200 million. I’m nonetheless making an attempt to get my thoughts round “billion.” $200 billion. Same reply?

A. Like I stated, it’s lower than that as a result of the inventory has declined.

Q. Do you recall being requested in a This fall ‘17 analyst call about whether there was a search going on for CEO and responding that there was no search because you expected to remain CEO for the foreseeable future?

Q. Different topic. It’s true, isn’t it, that nothing in your 2018 compensation plan requires you to dedicate any explicit period of time to Tesla?

Q. Thank you. And it’s additionally honest to say, isn’t it, that you’ve many various pursuits?

Q. For instance, you’re chairman, CEO, and CTO of SpaceX. Is that proper?

A. I’m actually simply the chief engineer of SpaceX, however sure.

Q. But at varied instances, you’ve held the chairman title and the CEO title?

A. You know, I feel from a useful standpoint what issues is that I’m designing the rockets.

Q. Did you alter titles there too whenever you turned Technoking? Are you king of rockets or something like that?

A. The title I’m going by at SpaceX is “chief engineer.”

Q. Chief engineer. All proper. And the mission of SpaceX is to increase the sunshine of consciousness past Earth’s orbit in a sustained method. Correct?

Q. In widespread parlance, meaning colonizing Mars?

A. Making life multi-planetary with a view to make sure the long-term survival of consciousness as we all know it.

Q. And meaning Mars. Right?

A. Mars is the one possibility.

Q. Yeah. And you spend a good period of time on common at SpaceX, don’t you?

Q. And there have been durations of time whenever you’re working at SpaceX to the exclusion of anything, together with household and Tesla. Right?

A. In current years, that has been comparatively uncommon. Tesla has taken extra time than something.

Q. Let’s have a look at a type of comparatively uncommon examples. Joe, would you pull up JX 1202, when you would.

Sir, that is an e mail you despatched in 2020. Correct?

Q. And you write: “Subject: BOCA.” That refers to Boca Chica, Texas. Is that proper?

Q. And Boca Chica, Texas is the place SpaceX relies. Is that true?

A. No. That is the place the Starship program relies. SpaceX’s headquarters are in Hawthorne, California.

Q. And you write “I’m staying in Boca 24/7 until Starship flies, despite the pain that this will cause many other company and personal obligations.” You despatched that e mail, didn’t you, sir?

A. Yes. I subsequently needed to not do this with a view to dedicate time to Tesla.

Q. And the ache that you simply discuss right here, that included ache to Tesla as effectively. Right?

A. It’s lots of ache to unfold round, so sure.

Q. You’re additionally co-founder of one thing referred to as The Boring Company. Is that true?

Q. You lead that firm?

Q. That’s attention-grabbing, as a result of your counsel on this case and my facet, either side, sat down and got here up with sure info we comply with for functions of the case, and we put that collectively in one thing referred to as a pretrial order. And what you’ll discover within the very first tab of your ebook is one thing titled “Stipulation and [Proposed] Pre-Trial Order.” I need to go, if I can, to paragraph 58 of that. And let’s have a look collectively at what your counsel stipulated to. You can learn it together with me. It seems to learn “58. Musk leads The Boring Company.” Have I learn that accurately?

Q. Have I learn that accurately?

Q. So I’ll signify to you, sir, that’s stipulated as reality for functions of this trial. The Boring Company builds tunnels and not too long ago opened one beneath Las Vegas. Is that proper?

Q. And the imaginative and prescient of The Boring Company is to dig tunnels quicker than a snail. Is that true?

Q. It’s true, isn’t it, that in the identical time you had been engaged on getting the 2018 Tesla plan earlier than stockholders, you had been additionally serving to The Boring Company promote flamethrowers. Is that proper?

A. I imply, for a cut up second.

Q. Let’s check out one in all your tweets about flamethrowers. Joe, let’s put up JX 1564.

This is a tweet you despatched out on behalf The Boring Company about flamethrowers. Right?

Q. And you despatched it out on January 27, 2018, that’s after your plan was accredited and earlier than the stockholders met. Right?

Q. And then there got here a time whenever you had some interplay with the ATF, appropriate, about flamethrowers for The Boring Company?

A. I don’t recall speaking to the ATF. Oh, that’s simply the web site, the ATF web site.

Q. I see. Were you concerned within the growth of the flamethrower that The Boring Company bought?

A. Well, this was a joke product, you see. It was not an actual flamethrower.

Q. I see. So you had been joking about it.

A. Yes. It’s a roofing torch you could purchase at Home Depot, which is — then seems to be like a flamethrower, nevertheless it’s not — it’s not like a harmful factor. It’s actually one thing you should buy at The Home Depot.

Q. I see. Let’s check out JX 1565, if we a tweet you set out on February 1st. “Flamethrowers sold out.” Did you truly promote any of those flamethrower lookalikes or no matter they had been?

Q. In reality, you bought them out. Right?

Q. Great. Then let’s check out JX 1567, if we might. So this can be a sequence of images of the flamethrower in entrance The Boring Company. Is that the faux flamethrower?

Q. I see. And you despatched that out to the thousands and thousands of those that comply with you on Twitter. Right?

Q. And you’re saying that the primary thousand flamethrowers had been being picked up. Correct?

Q. And then extra not too long ago, you’ve had event to promote for a brand new cologne that The Boring Company was providing referred to as “Burnt Hair.” Correct?

A. Enticing, engaging, I do know.

Q. I feel I noticed someplace the place you prompt a tag line for this, burnt hair from the parents who introduced you the flamethrower. Is that proper?

Q. Mid-October, The Boring Company had bought $1 million price of Burnt Hair. Right?

A. I feel it is likely to be larger than that. I feel possibly 3 million.

A. No. Well, it depends upon which date. In whole we bought $3 million price of — or no less than now we have orders for $3 million price of Burnt Hair fragrance, the essence of repugnant need.

Q. Great. And then the day you introduced the primary million {dollars} of Burnt Hair being bought, you tweeted requesting that your followers or followers or no matter one calls individuals who comply with different individuals on Twitter purchase your fragrance so you may purchase Twitter. Right?

A. Yes. I imply, clearly, that’s a joke, you already know.

Q. I get it. So, these days, along with flamethrowers and fragrance, you’ve requested your Twitter followers to vote on some proposals you had for a peace plan for the Ukraine battle. Correct?

Q. We’ve been speaking about your use of Twitter. I feel we established additionally that you simply not too long ago closed on a purchase order of the corporate. Correct?

A. I just like the product a lot, I purchased the corporate. There’s an advert, Hair Club for Men. I favored the product a lot, I purchased the corporate. So I suppose that’s what occurred with Twitter.

Q. Let’s open, if we are able to, to JX 1571. This is one other tweet you set out. Correct? This is one thing you despatched out, sir?

Q. And you say right here, “To be clear, I’m spending less than 5% (but actually) of my time on the Twitter acquisition. It ain’t rocket science!” And you proceed to speak about being at Starbase, and you then acquired a stunning image right here suggesting that maybe you had been listening to that your consideration was being deflected in the direction of Twitter on the time. Is that what you had been making an attempt to convey?

Q. Now, that lower than 5 %, it type of went up over time. Isn’t that proper, sir?

A. Well, you already know, there’s an preliminary burst of exercise wanted post-acquisition to reorganize the corporate. But then I count on to scale back my time at Twitter and discover someone else to run Twitter over time.

Q. So certainly, sir, isn’t it true that following closing, you’re spending lots of time at Twitter?

A. In the primary few weeks, sure.

Q. You’re sleeping there?

A. Hardly. That’s the place I got here from.

Q. By the best way, a few day or so after you acquire Twitter, the press was reporting that you simply had introduced in Tesla software program engineers to evaluate the software program code at Twitter. Did that really occur?

A. There was — to not evaluate the code, however simply to guage a few of the engineering expertise at Twitter. It was simply on a voluntary foundation to spend just a few hours evaluating the Twitter engineering staff.

Q. And the press reviews was that about 50 engineers had been despatched over from Tesla to Twitter. Is that true?

A. I don’t know the quantity. But, like I stated, this was a voluntary foundation after-hours, largely short-term matter.

Q. Did Tesla not want these engineers?

A. No. Tesla wanted the engineers. This was only a voluntary factor. If you’d like to assist me consider Twitter engineering, that may be appreciated. That’s all.

Q. I see. So this was all after-hours work, not throughout Tesla workplace hours. Right?

A. I truly requested for some volunteer time.

Q. And did anybody recommend to you that maybe as a public firm, it won’t be a good suggestion to make use of the sources of the general public firm in your personal firm?

A. Again, this was form of an after-hours, simply when you’re excited by evaluating the — serving to me consider Twitter engineering, that may be good. It was very quick time period. I feel it lasted for just a few days and it was over.

Q. Yeah, yeah, I do know, however did anybody name you on it? Any of the so-called unbiased board members name you and say, you already know, Elon, it’s in all probability not a good suggestion to be utilizing Tesla belongings in your private use?

A. Well, I didn’t actually regard this as utilizing Tesla belongings, as I had requested only for a voluntary foundation, and I didn’t specify any variety of individuals. I don’t know what the quantity was, however I don’t suppose it was fairly 50. But it was a small quantity. There’s 120,000 individuals on the firm, simply to be clear, so that is de minimis.

Q. So the reply to my query isn’t any?

Q. You didn’t obtain a name from anybody suggesting it won’t be a good suggestion?

A. No. I don’t suppose I acquired a name, such a name.

Q. Separate situation. You co-founded and had been concerned with for some time period a nonprofit referred to as OpenAI. Is that true?

Q. And you had been concerned with OpenAI on the time of the 2018 grant?

A. My time allocation was very small, however sure.

Q. And you got here up with the OpenAI identify, the preliminary idea, and offered the preliminary funding. Right?

Q. And you had been spending no less than a few of your common workweek engaged on OpenAI on the time the plan was being developed. Correct?

A. Very small period of time, however yeah.

Q. You additionally co-founded and led, and lead at present, Neuralink. Is that proper?

Q. And that’s an organization which develops mind pc interfaces whose long-term purpose is to assist tackle the human species stage menace posed by AI. Is that proper?

A. That is the long-term purpose. The short-term purpose is to allow individuals who have a damaged backbone or neck to stroll once more.

Q. How’s that coming, by the best way? When we chatted, you had been saying that you simply had been anticipating FDA clearance for that on an accelerated foundation. Did you get it?

A. We’re anticipating to get it quickly.

Q. Congratulations. I hope you do get that. And actually on the time the plan was being developed, you spent some time period of your common week at Neuralink. Right?

A. Yeah. Lately, I’ve not spent a lot time at Neuralink, actually. I’ve not been to Neuralink in a few month or so.

Q. Well, truly, you already know, that’s attention-grabbing. In September of ‘17, you recall while this plan was being developed, you asked your brother and Mr. Gracias to look deeply at OpenAI and Neuralink, to advise you whether you should be spending more of your time on these projects?

A. I don’t recall that.

Q. Joe, let’s pull up JX 362.02. Mr. Musk, this can be a sequence of texts, and I feel, fortunately, there’s just one textual content I need to deal with. You’ll see right here a textual content from you, and we are able to scroll up or you’ll be able to see it, it goes to your brother and Mr. Gracias, nevertheless it seems to learn, “OpenAI and Neuralink are both critical to a good future for humanity. My instincts tell me that I should be devoting a much higher percentage of time to them. Would be great if you guys could gain an understanding of both.” Do you recall sending that textual content, sir?

Q. And after wanting on the two firms, Mr. Gracias and your brother got here again to you and instructed you that they typically agreed that these firms might assist mitigate the hazard to humanity posed by synthetic intelligence. Right?

Q. And in some unspecified time in the future thereafter, the proportion of your time that you simply spent on Neuralink went up. Right?

Q. Well, it elevated about 500 %, didn’t it, went from about 1 % to five % every week?

A. I — yeah. I imply, at instances.

Q. At the time the plan was being labored on, is it true that your typical workweek was to spend Monday and Thursday at SpaceX, Tuesday and Wednesday at Tesla, Friday afternoon at Tesla’s LA design studio, after which weekends doing catch-up work?

A. That can be my normal routine. But actually, I’d simply be — there would, after all, be calls and conferences interspersed all through the week for Tesla.

Q. Joe, please put up the demonstrative pie chart. That’s the one.

Mr. Musk, what we did was we took some solutions you gave to interrogatories and put them into percentages and created this chart. At least up till the purpose of the grant, that is roughly an correct depiction of your common time in a selected week, understanding that it could possibly be radically totally different at any explicit time. Is that honest to say?

A. Yeah. I imply, it relies upon over what time interval, however that’s in all probability roughly correct for that point.

Q. As of proper now, if we recut this and included Twitter, would Twitter be the lion’s share of this chart?

A. For the previous few weeks, it will be. But that’s not more likely to be — that gained’t be the case long run.

Q. In reality, your tweet about sleeping at Twitter stated you meant to proceed to take action till the org was fastened, that means the group. Right?

A. Yeah, which I count on that to be in all probability this week, finish of this week.

Q. We’ve heard you’re terribly dangerous at predicting issues.

A. Well, my document varies. Sometimes it’s correct; typically it’s not.

Q. You suppose you’ll be capable to repair Twitter in every week or so?

A. No. I feel the elemental organizational restructuring shall be completed on the finish of this week.

Q. Got it. Got it. Let’s shift subjects once more. There’s been some testimony on this trial about an interview that you simply gave with Robyn Denholm and Ira Ehrenpreis throughout the growth of the plan. I imagine it occurred in September. Do you recall that Denholm and Ehrenpreis referred to as you to debate your views on the plan throughout September? This is 2017.

A. There is lots of water beneath the bridge since then, however I assume — I’ll take your phrase for it. I’m positive that’s what occurred.

Q. Well, with out making an attempt to nail down September, which isn’t significantly related to me, do you recall that throughout the growth of the plan, Robyn and Ira referred to as you to speak about your views on the plan?

A. I do vaguely recall that.

Q. It’s true, isn’t it, that you haven’t any recollection of both Robyn or Ira elevating with you whether or not there must be some assurance concerning the period of time that you simply spent on Tesla vis-a-vis different actions. Right?

Q. In reality, you seen asking that query as foolish. Do you recall that?

Q. Let’s check out your deposition to see if we are able to refresh your recollection. Counsel, web page 160, traces 11 via 18.

(A video clip was performed as follows:)

Q: My query to you was, was this matter mentioned with you?

A: I imply — do you imply — do you imply — are you able to be extra exact about what you imply by “this topic?”

Q: The matter of whether or not there must be some assurance concerning the period of time you spend on Tesla vis-a-vis different pursuits.

A: No, as a result of that may be foolish.

Q. Does that assist refresh your recollection, sir?

Q. You recall being requested these questions and giving these solutions at your deposition. Right?

Q. It’s true, isn’t it, that throughout the name you had with Robyn and Ira, you made clear to them that when you’re going to allocate lots of effort and time to Tesla, that wouldn’t essentially come on the expense of creating life interplanetary, however it will be okay with you if there can be financial sources to pursue your different targets, like making life interplanetary?

Q. So, successfully, what you instructed them was, you noticed, in working onerous at Tesla to realize the plan, a solution to earn cash to go to Mars. Fair to say?

A. Well, there must be — it’s like, what can be the trade-off of time. What would serve the larger good, in the end, since — I’m making an attempt to take the form of actions that maximize the chance that the long run is sweet for civilization. If I allocate time to Tesla — if I overallocate time to Tesla on the expense of creating humanity a space-faring civilization, then I’m undecided that may serve the larger good. But if there have been extra financial sources accessible that would then subsequently be utilized to creating life multi-planetary, then maybe that may serve the larger good.

Q. Bad query. Let me ask it once more if I’ve to. My query —

A. It’s troublesome to reply complicated questions with sure or no. So I feel if there’s a complicated query, a sure or no is a deceptive reply.

Q. You know, the humorous factor is the best way this works is that if I ask a posh query, you’ve acquired a lawyer right here who could be very effectively famend, he’s a superb lawyer, he’s effectively paid — I assume he’s effectively paid, anyway — who will rise up and say, objection, Your Honor, compound query. And then Her Honor will make a ruling. But he hasn’t completed that. So would you be so variety as to reply my query?

Q. Let me repeat the query so now we have a transparent document as to what you’re responding to. What you probably did was you instructed Robyn and Ira that the profit you noticed in working onerous at Tesla to realize the plan was that you’d have cash to go to Mars. Fair to say?

A. Well, not me. To get humanity to Mars.

Q. That there can be funds accessible to pursue your long-term purpose of creating life interplanetary?

A. Well, saving civili — consciousness, sure.

Q. I need to discuss a wholly totally different topic. I need to discuss concerning the S-curve. True that the S-curve describes a producing ramp beginning off slowly and rising exponentially after which leveling off?

Q. And you no less than aspired for that to be the trail that Model 3 manufacturing would comply with. Right?

Q. Joe, I’d such as you to place up on the display JX 1539. And only for readability’s sake, Mr. Musk, that is taken from a Tesla presentation. I simply need to know when you can inform me if that’s a good pictorial illustration of an S-curve.

A. Yes. That’s — sure. It’s — I’m sorry. I’m reminded of, what do you name a rushing snail? An escargot. But — sorry. That, after all, begins with a foul joke.

Q. But that is what the S-curve seems to be like once we are speaking about an S-curve?

Q. All proper. Good. It’s true, isn’t it, that in October of 2017, Tesla administration was anticipating that the manufacturing charge on the Model 3 would quickly enter the steep portion of the S-curve — Joe, would you set that again up for me, please. — the steep portion of the S-curve, leading to nonlinear manufacturing development. So right here, simply to be clear so all people is on the identical web page, initially, the manufacturing course of begins off type of slowly, after which that curve begins to get — bend steeply upward. Right?

A. Yes. These issues are simpler stated than completed, simpler illustrated than completed, however sure.

Q. And you perceive, don’t you, that by October — I’m sorry — October 2017, Tesla administration anticipated that the manufacturing charge on the Model 3 would quickly enter the steep portion of the curve?

A. Well, aspirationally, sure.

Q. And that was the expectation of the group on the time. Fair to say?

A. It was the hope of the group.

Q. Let’s have a look at JX 1540.084. These are supplies offered to the audit committee. And Joe, would you band proper concerning the center of the web page, starting the Model 3, “the rate of Model 3 production”?

Let’s check out what administration was telling the audit committee. A pair sentences down, it seems to learn, “The production rate will soon enter the steep portion of the manufacturing S-curve, which should result in non-linear production growth in the weeks ahead.” So once we’re speaking about nonlinear manufacturing development, we’re speaking about, successfully, exponential development. Right? Is that appropriate, sir?

Q. And understanding that it didn’t fairly occur this fashion as of the date of those supplies, that’s actually what administration believed. Right? They wouldn’t be mendacity to the audit committee, would they?

A. Well, I imply, that was actually the purpose and the aspiration. But many firms have aspired to do that they usually have all failed. There’s been a number of hundred automotive firms which have tried to succeed since Chrysler within the ‘20s, and they’ve all failed.

Q. In reality, I feel you instructed me a number of instances the default state of the automotive firm is useless. Right?

Q. Yeah. I acquired it. My query is, at this time limit, administration was telling the audit committee that you simply had been quickly to start and hit the exponential portion of the S-curve with respect to the Model 3. Right?

Q. And then in your Q3 earnings name on November 1, 2017, you instructed analysts that you simply anticipated a manufacturing charge of 5,000 vehicles monthly by March of the next yr. Do you recall that?

Q. Okay. So that may be hitting the exponential a part of the S-curve. Right?

A. Well, the 5,000 can be the flat half on the prime of the S-curve.

Q. And then by February 7 of 2018, that earnings name, you instructed the analysts that Tesla would climb the S-curve for Model 3 by mid-2018. Right?

A. That was my purpose, sure.

Q. Yeah. And the Model 3 is a ten-year program. Right?

A. I’m sorry. Ten-year program?

Q. The Model 3, is that set as much as be a ten-year program?

A. No. There’s no fastened finish date for the Model 3.

Q. Let’s decide up, if we are able to, Joe, JX 1651.004. So this can be a new exhibit your counsel despatched us late final night time for which I’m very appreciative. Appears to be the transcript of the Q3 ‘17 earnings call. Right?

Q. And drawing your attention, if I can, to page 004, I want to highlight and focus in on the second full paragraph beginning “So, based on what we know.” And in fairness to you, sir, these are remarks that the transcript attributes to you. I’m joyful to flip again to the web page earlier than, however I’ll make that illustration to you. And you’re speaking about manufacturing charge of Model 3 autos for late Q1 ‘18, and also you say, “in the grand scheme of things this is a relatively small shift, the Model 3 is a 10-year program, and so we’re talking about a few months out of a 10-year program. It’s the grand scheme of things net present value calculation, this is immaterial.” Do you recall saying that?

A. I recall saying one thing like that. I feel the — I feel what I used to be referring to right here is that it’s a long-term program. But it’s not just like the Model 3 will cease manufacturing after ten years.

Q. That’s high-quality. What you’re actually saying right here is that within the scheme of issues, whether or not you hit the exponential portion of the S-curve on someday or three months later, it actually doesn’t matter as a result of it’s going to be exponential, not linear development, and it’s going to be fabulous. That’s what you’re saying to the analysts. Right?

A. That was aspirationally the purpose, sure.

Q. Aspirationally fabulous. How about that?

A. Well, like I stated, no automotive firm has ever succeeded, however no automotive firm has succeeded previously hundred years in doing this. So it shouldn’t be regarded not as one thing that can routinely occur however one thing that’s extremely unlikely to occur when referenced in opposition to the historical past of the previous hundred years.

Q. And you labored onerous, and it did occur, and also you successful that S-curve, and also you benefit from the exponential development. Right?

A. The sheer quantity of ache required to realize that purpose, there are not any phrases to precise.

Q. I respect that it was onerous work, sir, nevertheless it occurred, didn’t it?

Q. And you benefited from it occurring by your shares going from some roughly $10 billion price of worth to virtually $200 billion in worth. Right?

A. The quantity is lower than that, however yeah. As I stated, there’s no — the sheer ache required to realize that purpose, I’d not want to inflict upon anybody.

Q. I respect it was onerous work, sir, however you probably did take pleasure in the advantage of your shares rising in worth. Fair to say?

A. I don’t learn about “enjoy.” That’s not the phrase I’d use.

Q. Let’s swap subjects for a few minutes and discuss concerning the negotiations round this transaction, the plan. I feel you stated in response to Mr. Chesler’s questions that there have been two areas you recall being negotiated: one, totally diluted versus one thing else; and two, that you simply couldn’t promote your shares for 5 years. Do you recall that testimony?

Q. So let’s begin with the couldn’t promote my shares for 5 years. At the time that this plan was being labored on, you owned roughly 22 % of the agency. Right?

Q. And there was nothing which prohibits you from promoting the 22 % of the agency aside from not having the ability to commerce on nonpublic data and such. Correct?

Q. And you’d agree with me that shares are successfully fungible?

Q. Well, look, when you had been tied up for 5 years on the shares that turned shares when you had been capable of get choices and convert these choices to shares, and also you needed to promote shares, you may have bought any of the 22 % you owned. Right?

A. I might have bought different shares, sure.

Q. Yes. Thanks. So let’s discuss concerning the totally diluted. We noticed earlier the draft disclosure from early January saying you requested initially for 15 % of the entire excellent shares, and you instructed me you didn’t have a foundation to dispute that. There got here a time, didn’t there, when there was a backwards and forwards between you and representatives of the board over whether or not this plan can be denominated as whole excellent shares or totally diluted shares. Correct?

Q. So, initially — let’s have a look at JX Exhibit 678. On November 9 — I feel we noticed this already — you emailed Mr. Maron saying you needed to “move forward with [the grant] now, but in a reduced manner than before.” And let me check out this particular exhibit. I’ll do higher that manner, sir. Take a glance with me on the exhibit, when you would. It’s at 678 in your ebook.

Q. And I need to convey you first, if I can, to the second web page. And let’s have a look at the final e mail on the underside of the second web page, JX 678.0002. This is November 9, 2017, from you to Maron. Right?

Q. And you say you need to transfer ahead however in a diminished method than earlier than. Correct?

Q. And the one quantity we’ve seen from you thus far is 15 % of whole excellent shares, so I assume meaning one thing lower than 15 % of whole excellent shares. Right?

Q. And then up prime, similar web page, 002, second paragraph, you say, “I think the amount should be reduced to a 10% increment in my Tesla ownership if I can get us to [] $550B valuation, but that should be fully diluted 10%.” That’s what you despatched to Maron by means of what you needed to maneuver ahead with. Correct?

Q. And then on the primary web page, Maron sends you on the twenty ninth a sequence of illustrations, and one illustration is 15 % of whole excellent shares exhibiting about 25,217,000 shares and a ten % improve exhibiting about virtually 29 million shares. Right?

Q. All proper. And then let’s look, if we are able to, on the subsequent exhibit in your ebook, JX 702. And you’ll see a gentleman by the identify of Jonathan Chang speaking with Deepak Ahuja, who you recognized earlier because the CFO of the corporate, copying Todd Maron, the final counsel. And what Jonathan is doing is evaluating grant measurement and what it means as a matter of whole excellent shares and totally diluted shares. Right?

Q. And he says when you had 10 % — I’m sorry — when you had 20,173,860 shares, that may be roughly 12 % of whole excellent and roughly 9.8 of totally diluted. Correct?

Q. And what you choose is 12 % of whole excellent shares, which we see from Jonathan’s calculation is about 9.8 % of present then-outstanding totally diluted shares. Right?

Q. I need to discuss your board for a second or two. It’s true, isn’t it, you’ve recognized Antonio Gracias for greater than 18 years now?

Q. And you think about Mr. Gracias a buddy. That’s proper?

Q. Indeed, he’s a detailed buddy?

Q. And your friendship with Mr. Gracias additionally existed throughout the interval when the grant was beneath dialogue. Right?

Q. And throughout that interval, when the grant was beneath dialogue, you and Mr. Gracias socialized collectively. Correct?

A. Yes. I ought to say there wasn’t a lot socialization. There was not — I used to be working virtually on a regular basis, so not lots of socialization or nonwork occurring, in any respect.

Q. Well, you already know I’ve acquired one other set of interrogatories for you. Let’s check out the second-to-last exhibit in your ebook. It’s JX 1260. This is your responses and objections to the second set of interrogatories. And I need to draw your consideration, if I can, to web page 005. And you submitted this beneath oath as testimony for the Court. Correct?

Q. So drawing your consideration in the direction of the underside of 005, there’s a bullet level that claims, “During the relevant period, Mr. Musk and Mr. Gracias were friends and they socialized together.” You gave that testimony on this Court beneath oath. Correct?

A. Yes. I’m simply saying that by way of — there was simply not lots of socialization, if that’s a phrase relevant within the circumstance.

Q. You’re arguing about quantum fairly than existence. Right?

A. Just saying that nonwork time was very, very restricted.

Q. Well, that nonwork time included vacationing with Mr. Gracias and your respective households. Correct?

A. I imply, for just a few days.

Q. Yep. And your holidays included holidays exterior the United States. Right?

Q. And you’ve attended one another’s household birthday — one another’s household’s birthday events. Correct?

Q. And additionally, you beforehand invested or dedicated to put money into Mr. Gracias’ fund Valor, as a lot as $10 million in 2013, for instance. Is that true?

A. Yes, though I subsequently exited my Valor funding.

Q. Now, Mr. Murdoch, you’ve recognized him for about twenty years. Right?

A. Not effectively. We met twenty years in the past.

Q. But you’ve been greater than an acquaintance for a few decade?

Q. And you’ve vacationed with Mr. Murdoch and his household over that point. Right?

A. We have, sure, I feel there have been two holidays with children. “Vacation” is a powerful phrase. For me, it’s e mail with a view.

Q. Yeah. And e mail with a view together with exterior the nation. Right?

Q. And your friendship with Mr. Murdoch additionally existed throughout the interval the grant was beneath dialogue. True?

A. Yeah. Maybe. I’m undecided.

Q. And throughout the interval the grant was beneath dialogue, you and Mr. Murdoch socialized on occasion. Correct?

Q. And you’ve recognized Mr. Ehrenpreis for roughly a decade and a half. Right?

Q. You think about him a buddy. True?

Q. And Ira Ehrenpreis gave you the rights to the primary Tesla Model 3 automotive as a birthday current to you. Is that true?

A. It’s — sure. Well, I imply, there’s extra to it than that, however sure.

Q. Thank you. You’ve additionally instructed thousands and thousands of individuals in a tweet that you simply cherished Ira. Correct?

A. Ira has completed nice service to Tesla. The shareholders must be appreciative of that service.

Q. Well, that’s attention-grabbing. In your view, Ira has made nice contributions to the corporate and is an unsung hero. Correct?

Q. This tweet about loving him, it’s — you stated, it’s not a secret however he’s additionally not your valentine. Fair to say?

A. Like I stated, comedy, I imagine, is authorized.

Q. I’m about to complete, Mr. Musk. I need to present you an image of the Tesla Roadster in house. Can you pull that up, Joe?

I actually like this image, Mr. Musk. I feel it’s wonderful advertising and marketing. As you described it to me, and let me see if I get this proper, you launched this automotive — that is an authentic — not the unique, however an authentic Tesla Roadster — you launched this automotive into house with a model in a spacesuit in it, and it’s at present in orbit between earth and Mars. True to say?

A. That’s appropriate. It’s an artwork piece that can final for thousands and thousands of years.

Q. You’ve at all times thought concerning the worth popping out of the 2018 plan as cash you’d assist use to get to Mars. Right?

Q. In that restricted context, sir, can we are saying that Tesla was your ticket to Mars?

A. It’s not my ticket to Mars. It’s a solution to get humanity to Mars, with a — as a result of getting — establishing a self-sustaining metropolis on Mars would require lots of sources. So Tesla can help in probably attaining that.

Q: Mr. Musk, I thanks in your time. It was a pleasure to talk with you once more. And, Your Honor, I cross the witness.

Musk Defense Attorney Evan Chesler: Mr. Musk, I simply have just a few questions. I’m apparently your famend and well-paid lawyer, and I need to earn my maintain.

Elon Musk: I do admire your expertise.

Q. Mr. Varallo, early on in your examination, took you to a web page in your deposition, I feel it was transcript web page 25, the place you had been requested when you had consulted with the board about your new title of Technoking. Do you recall being requested about that?

Q. Okay. I’d prefer to put up, Michael, on the display, web page 25, the identical web page of the transcript of the deposition of June 3, 2021, please. Can we put that up?

If you’d look, Mr. Musk, the query that you simply had been directed to I feel is at line 13. “Did you consult with the board….” Do you see that query?

Q. And you say, “No, but it was communicated to the board. I think with Zach and Bill Berry, yeah.” Who was Zach?

A. Our chief monetary officer.

Q. And who was Bill Berry on the time?

Q. And then the query is, “I’m sorry?” And you say:

A: The 8-Okay was, you already know, that was mentioned with the board, or no less than with Robyn Denholm. Yeah.

Q: It was mentioned with the board after it was filed or earlier than?

A: No, earlier than.

Q: Okay.

A: Before.

Q: So aside from Ms. Denholm, did you evaluate it with anyone else on the board?

A: The evaluate was completed by Zach and Bill. So I’m undecided, however, you already know, it went via the usual 8-Okay evaluate course of.

Were you requested these questions and did you give these solutions at your deposition, sir?

Q. You recall you had been requested by Mr. Varallo about some feedback you’ve made, tweets you’ve made, that had been crucial of the San Francisco workplace of the SEC?

Q. Did you imagine that the SEC controls your capability to say issues concerning the SEC?

Q. You had been additionally requested some questions on a few of the findings by the Vice Chancellor within the SolarCity litigation. Do you recall that?

Q. I’d like to return to that exhibit, which is JX 1554. If we are able to put that up, Michael. Can we have a look at web page 0098 of 1554, please.

You see, Mr. Musk, there’s a assertion, the truth is, a bit heading by the Vice Chancellor, “The Tesla Board Was Not ‘Dominated’ by Elon.” Do you see that?

Q. Is that additionally a discovering made by Vice Chancellor Slights in that case?

Q. Can we have a look at web page 0104, please. You see that the Vice Chancellor wrote, simply above the “Fair Price” part, the final two sentences, “In other words, despite its assumed conflicts, under Denholm’s leadership, the Tesla Board meaningfully vetted the Acquisition. In sum, Elon proved that the process did not ‘infect’ the price. And ‘[t]he proof lies in the results.’” Did the Vice Chancellor additionally make that discovering?

A. Yes. I also needs to say that Ms. Denholm’s contribution to Tesla has been super as chair of the board.

Q. Thank you. You had been additionally requested — you had been proven an interrogatory reply the place you stated that you simply didn’t recall the substance of conversations earlier than June 23, 2017. Do you recall being proven that on cross-examination?

Q. Okay. I’d like once more to direct your consideration to your deposition transcript, which was taken subsequent to that. And, the truth is, I’d like to attract your consideration, if we are able to put it up, please, to web page 144 of the deposition. Beginning at line 13, my query goes to be whether or not you had been requested these questions and gave these solutions, sir. At line 13, Mr. Varallo requested you:

Q: What’s the primary you keep in mind about discussing the 2018 plan with anybody?

A: I feel there could have been a dialog, I feel, the place Ira Ehrenpreis referred to as me and stated that we must always discuss future compensation, because the milestones for the prior plan had virtually solely been achieved.

Q: And I take it that was within the spring of 2017 or earlier?

A: I don’t keep in mind precisely when. It was in the direction of the top of when principally the prior plan’s milestones had — most of them had vested and/or had been about to vest, and so Ira stated we must always discuss concerning the future. Yeah.

Did you give that reply to that query, sir?

Q. And on the following web page, on 145, Mr. — let me be certain I’ve the proper query. Yes. Mr. Varallo requested, “What did you say in response?” You stated, “I said I think something similar to what was done in the past but with even harder milestones. So a larger amount, but with much harder milestones. And I think I proposed something that would result in a 10 percent — owning 10 percent of the company, incrementally taking into account dilution of my own shares.” And then it goes on from there. Did you give that reply to these questions, sir?

Q. You had been additionally requested about your testimony that you simply had not attended any board conferences the place the plan was being formulated. Do you recall that?

Q. I’d prefer to put up on the display what’s been beforehand marked as DDX 1, web page 1, to the witness, please. Do you see this chart, Mr. Musk, you see down the left-hand facet, there are dates going from June sixth of 2017 via January twenty first of 2018?

Q. And then there’s an inventory of board conferences and comp committee conferences. Do you see that, sir?

Q. And then there are a bunch of names throughout the highest, and the next-to-the-last identify in that first huge part is E. Musk. Do you see that?

Q. This signifies, as Mr. Varallo prompt in your cross-examination, that you simply had been within the room for the June 6, 2017, board assembly. Correct?

Q. Do you imagine you had been within the room for any of the opposite board or comp committee conferences that happened over the following eight months?

Q. You had been requested some questions concerning the S-curve. Do you recall that, sir?

Q. Did your aspirations for the S-curve because it utilized to the Model 3 become proper as a matter of reality?

Q. I don’t need to return via how painful it was, however is it honest to say that you simply missed the curve fairly considerably from what you had been aspiring to?

A. Yes. We barely survived. It was a really shut name.

Q. Lastly, you had been requested some questions on JX 678. This is the back-and-forth in e mail with you and Mr. Maron in November of 2017, and it relates, on the whole, to whole excellent shares and totally diluted shares. Do you keep in mind taking a look at this doc a couple of minutes in the past?

Q. Do you recall, sir, that — Yeah, let’s have a look at the second web page, please, 0002, JX 678. In a paragraph to which Mr. Varallo drew your consideration, it says, that is the second paragraph on the web page, “I think the amount should be reduced to a 10% increment in my Tesla ownership if I can get us to a $550B valuation, but that should be a fully diluted 10%, factoring in that it dilutes me too.” Do you see that you simply wrote that, sir?

A. Yes. Q. Did you in the end comply with a $550 billion valuation for the highest of the plan or the next valuation?

Q. Do you recall by how a lot?

Q. So you agreed that you wouldn’t prime out the plan until you achieved an extra $100 billion of valuation over what you wrote again right here in November of 2017?

Q. And did you, the truth is, get a totally diluted denominator in your grant?

A. No. The board declined that.

Q. The board declined that. And you agreed to whole excellent shares?

A. I agreed to a lesser quantity — the board agreed to a lesser quantity than I requested.

Q. And over time, on account of dilution, each dilution that was recognized again in 2018 and dilution that has occurred afterwards, do you have got an understanding of whether or not you’d find yourself with a good decrease share of fairness improve had been you to realize all the targets?

A. Due to dilution, sure, the fairness improve can be a lot lower than 10 %.

Q: Thank you, Your Honor. I’ve no additional questions.

Plaintiffs’ lawyer, Attorney Greg Varallo: Mr. Musk, I’m simply confused, so I need to see when you can’t assist me. You gave a sworn interrogatory saying you don’t recall the substance of calls previous to June twenty third about your plan. Is that also your testimony, or have you ever simply modified it? Just in case I misheard what you stated.

Elon Musk: I feel when you stated just like the substance of calls, in all probability; when you say the small print of calls or the exact date, I would not have such reminiscence.

Q. And you — are you testifying now that you simply do recall the substance of calls previous to June twenty third?

A. I imply, I feel I recall the substance of some calls. Is there one specifically you’re referring to?

Q. Do you recall the substance of the primary name with Ira Ehrenpreis in April of 2017 about your plan?

Q. And that recollection was on account of you being refreshed by your counsel exhibiting you paperwork to prepare in your deposition. Correct?

Q. No? You don’t recall that? You don’t recall the way you recalled, however there was a time whenever you didn’t recall, and now you do recall, however one way or the other in between, you don’t understand how that took place. Right?

A. There’s lots of issues happening right here. It’s a busy time, to say the least.

Q. All proper. Different matter. The S-curve. You say you missed it, however what you actually imply is the timing of hitting the S-curve was missed. Tesla, the truth is, did hit the S-curve. Correct?

A. We missed the timing of the S-curve, and we achieved quantity manufacturing by the pores and skin of our enamel, very — very intently skirting chapter. That’s why we had been shorted a lot.

Q. You hit the S-curve although. Right?

A. That’s why we had been shorted a lot by the hedge funds, as a result of they had been sure we’d go bankrupt. And they had been very near being proper.

Q. But you probably did hit the S-curve?

A. With nice problem.

Q. And you’re within the — you hit the exponential portion, and as an alternative of accelerating linearly, the worth of Tesla and the manufacturing went exponential. Right?

Q. You had been requested some questions by Mr. Chesler concerning the 10 % totally diluted, not totally diluted, so forth and so forth. To the extent there was any negotiation in any respect concerning the quantum of shares that you simply obtained, you had been successfully negotiating in opposition to your self. Isn’t that proper, sir?

Q. Let me present you a clip out of your deposition. Counsel, that is 263, traces 2 via 4.

(A video clip was performed as follows:)

Q: So that was your proposal on December 1?

A: That was — that was, I suppose, me negotiating in opposition to myself, sure.

Q. I requested you that query and also you gave that reply. Is that proper, sir?

A. I suppose I did give that reply.

Q. You had been requested that query and gave that reply?

Attorney Varallo: No additional questions. Thank you, Your Honor.

The Court: Thank you, Mr. Varallo.

Attorney Chesler: No additional questions, Your Honor.

The Court: Thank you. The witness could also be excused. Safe travels, Mr. Musk.