1 DECLARATION OF JOSEPHINE WITTENBERG

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I, JOSEPHINE WITTENBERG, declare as follows:

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1. I am a competent adult. The facts set forth herein are of my own personal
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knowledge, and if called upon to do so, I could so competently testifY to the facts contained
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herein.
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10 2. I submit this declaration in support of the Cross-Defendants' Motion To Strike

11 Strategic Lawsuit Against Public Participation. This declaration is to establish my personal

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knowledge that MOLINAHEAL1HCARE, INC. (hereafter "MOLINA''.) intended to and did
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defraud certain persons into signing a severance agreement in order for MOLINA to escape
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15 liability for its illegal discrimination ofU.S. workers.

16 3. In December 2009, I began working for MOLINA as a Manager in Human

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Resources and subsequently promoted to Director of Human Resources in November 7, 2010. I
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have over 20 years experience working for major fortune five hundred companies as a manager i
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Human Resources. I have a Masters in Business Administration with experience and training in
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21 the Fair Employment and Housing Act as well as Title vn. Over the years, I have had the sad

22 duty of laying off employees at various companies. Thus, I am familiar with the standard of
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practice in the business community regarding layoffs. When Molina offered me the job, I was
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told they wanted my strength in Human Resources.
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26 4. Molina hired me in December 2009 and my first task was to prepare the mass

27 layoff of 40 U.S. workers, including the Cross-Defendants P ARTHA CHOUNDRY, TIM

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DECLARATION OF JOSEPHINE WITTENBERG

 NGUYEN; EDWARD DUONG, ISMAIL GUZEY, STEVE MO, and KAREN KU, (hereafter
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2 "DEFENDANTS") from the Information Technology (hereafter "IT") Department that had been

3 approved by MOLINA'S upper management (John Molina, Terry Bayer, Mario Molina, and
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Charles Connradt, Executive Vice President).
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5. During my employment with Molina, I interacted daily with various mangers,
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including John Molina, Chief Executive Officer, on various issues.

8 6. Amir Desai, Chief Information Officer, (hereafter "DESAI'') had responsibility for
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the entire IT Department. Subsequent to the mass layoff of the 40 U.S. workers, including the
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DEFENDANTS, DESAI informed MOLINA'S Upper Management, including me, that he
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preferred to hire only individuals that attended India schools, such as ITT. In 2010, I conducted
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13 research, pursuant to a request from my supervisor, Ms. Sood, into the schools attended by the

14 Indian H1B employees. I learned that the H1B Indians Molina was hiring from India did not
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attend this school.
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7. In December 2010, DESAI stated to me that he and MOLINA had already
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18 negotiated and agreed with Cognizant for them to supply Indians employees once MOLINA fired

19 the 40 impacted U.S. employees. It so happens that all of the persons terminated on January 13,
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2010, were either American citizens or Green card holders. The reason told to me by DESAI for
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the layoff on January 14, 2010, was that due to "financial losses" sustained by the company,
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MOLINA "NEEDED TO cut costs across the board." I believed him at the time since I had no

24 information that suggested otherwise.

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8. At the January 14, 2010, mass layoff of the 40 U.S. workers, including the
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DEFENDANTS, I was present and heard DESAI tell the affected 40 U.S. workers, including the
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DECLARATION OF JOSEPHINE WITTENBERG

 DEFENDANTS, that they were being fired due to need to "financial losses" that "necessitated
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2 the layoffs." I remember DESAI'S exact words because I was required to speak at the same

3 layoff meeting and to repeat what DESAI told me to say, which was exactly what he had said.
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9. On January 13, 2010, at the mass layoff of the 40 U.S. workers, including the
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DEFENDANTS, I heard my superior, Supriya Sood, Senior Vice-President of Human
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Resources, ask DESAI if there was any other way to avoid the layoffs, but was told by DESAI

8 that there was no other way to cut costs. DESAI repeated to me and to Ms. Sood that he had
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received his orders from senior management who had approved of the firing of the U.S. workers
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and replacing them with H1B visa holders from India.
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10. On January 14, 2010, at the mass layoff of the 40 U.S. workers, including the
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13 DEFENDANTS, I was instructed to ask the 40 terminated U.S. workers, including the

14 DEFENDANTS, to sign a Severance Agreement that contained a General Release in exchange

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for severance monies. Thus, as MOLINA'S executive in charge of the termination process,
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including obtaining signatures on the General Release, I was in a position to know the intent of
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18 the document, especially the General Release. MOLINA'S intent at the time of making the

19 contract was that the Severance Agreement and the General Release contained an authorizing
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term, at paragraph 16, allowing the parties to the contract, including the DEFENDANTS, to
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petition a court to "invalid[ate], void or [deem] unenforceable" ... "any provision of this
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release." (A true and correct copy of the General Release is attached hereto and incorporated as

24 Exhibit "1 ".)

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11. After the January 14, 2010, mass layoffofthe 40 U.S. workers, including the
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DEFENDANTS, I discovered that DESAI was not truthful to me and ultimately to the 40 U.S.
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DECLARATION OF JOSEPHINE WITTENBERG

 workers, including the DEFENDANTS. Further, DESAI and MOLINA failed to mention facts
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2 that would have been material to the 40 U.S. workers, including the DEFENDANTS, making an

3 informed decision prior to signing the Severance Agreement.

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12. First, based on my training, education and experience, I know the standard in the
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profession is that the company representative must always tell the truth, including all material
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facts. The company representative should never leave the employee with a mistaken impression

8 because when the company spoke it left out material facts.

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13. DESAI made false statements of fact to the 40 terminated U.S. workers, including
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the DEFENDANTS, at the mass layoff on January 14,2010. After the mass layoff of January
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14,2010, I discovered that MOLINA DID NOT "need to cut costs across the board." Based on
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13 my observations and discussions with other managers, there was no other "cost cutting

14 measures" taken. In fact, there were no "financial losses" as MOLINA made more than $500
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million dollars more in 2009 than it did in 2008. These were facts that DESAI knew at the time
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of his speaking but did not tell the 40 terminated U.S. workers, including the DEFENDANTS.
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18 14. The 40 terminated U.S. workers, including the DEFENDANTS, at the mass layoff

19 on January 14, 2010, were allowed to ask questions pertaining to the reason they were fired.
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However, several of the fired employees tried to ask questions ofDESAI about the "financial
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losses" but he rushed out of the room. I was never briefed on the financial aspects so could not
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provide any information to the confused employees.

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DECLARATION OF JOSEPIDNE WITTENBERG

 15. After the mass layoff of January 14,2010, I learned that MOLINA did not cut
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2 labor costs in the IT department, but increased labor costs by hiring more IT workers. The Indian

3 employees and contractors could not do the job due to lack of experience and expertise. Eugina
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Serpik, a .Manger for MOLINA in the IT Department, complained to me and to Ms. Sood, and to
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her manager, Carol Smith, that she could not complete her tasks because competent staff-
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members had been replaced with incompetent personnel who could not possibly do the jub. This

8 situation was so serious that Molina provided Ms. Serpik with additional money to resolve the

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situation.
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16. DESAI insisted to me and others that the incompetent HlB workers could be
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taught by the competent US. workers before they were fired from the job. Even the managers in
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13 the IT Department have stated to me that such training cannot transfer the necessary knowledge

14 and experience to the young, inexperienced replacements.

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17. On January 14, 2010, at the mass layoff of the 40 U.S. workers, including the
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DEFENDANTS insisted on signing the agreement immediately. The DEFENDANTS and I
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18 believed and trusted DESAI to tell the truth, which he did not.

19 I declare under penalty of perjury under the laws of the State of California that the
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foregoing is true and correct.
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Executed this 16th day of August 2011, in Orange County, California.
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DECLAR-\TION OF JOSEPHJNE WITTENBERG