exhibit_10-4.htm


    
      Exhibit
10.4

    

    
      	
               

            


    

     

    
      	
               

              ITRON,
      INC.

            


    

    
      	
              AMENDED
      AND RESTATED 2000 STOCK INCENTIVE PLAN

            
	 
      
	
              RESTRICTED
      STOCK UNIT AWARD NOTICE

            
	
              ALL
      PARTICIPANTS (EXCLUDING FRANCE)

            
	 
      
	 
      


    

    
      	
              Itron,
      Inc. (the “Company”)
      hereby grants to Participant a restricted stock unit award (the “Award”).  The
      Award is subject to all the terms and conditions set forth in this
      Restricted Stock Unit Award Notice (the “Award
      Notice”), the Restricted Stock Unit Award Agreement, including
      Appendices A and B (the “Agreement”)
      and the Itron, Inc. Amended and Restated 2000 Stock Incentive Plan (the
      “Plan”),
      all of which are incorporated into the Award Notice in their
      entirety.

            


    

     

    
      	
              Participant:

            	
              <<First_Name>>
      <<Last_Name>>

               

            
	
              Grant
      Date:

            	
              <<Grant
      Date>>

               

            
	
              Number
      of Restricted Stock Units:

            	
              <<# of Units>>

               

            	 
      
	
              Vesting
      Schedule:

            	
              The
      Award will vest with respect to one-third of the Restricted Stock Units on
      each of the first, second and third anniversaries of the Grant Date (each,
      a "Vest
      Date")

            	 
      


    

    
 

    
      	
              Additional
      Terms/Acknowledgement:  This Award is subject to all the
      terms and conditions set forth in this Award Notice, the Agreement, and
      the Plan which are attached to and incorporated into this Award Notice in
      their entirety.

            


    

     

    
      
        	
                «First_Name»
      «Last_Name»

                 

              
	
                I
      accept this award subject to the terms and conditions stated
      herein.

                 

              
	
                «Electronically
      Signed»

              


      

       

       

      
        	 
      
	
                Attachments:

              


      

       

      1.
Restricted Stock Unit Award Agreement, including Appendices A and
B

      2. 2000
Stock Incentive Plan

      3. Plan
Prospectus

       

    

    

      
        
           


        

        
           


          
          

        

        
           


        

      


      
        	
                ITRON,
      INC.

              
	
                AMENDED
      AND RESTATED 2000 STOCK INCENTIVE
PLAN

              


      

      
        	
                 

                RESTRICTED
      STOCK UNIT AWARD AGREEMENT

              
	
                ALL
      PARTICIPANTS (EXCLUDING FRANCE)

              


      

      
        	 
      


      

      
        	
                 

                Pursuant
      to your Restricted Stock Unit Award Notice (the “Award
      Notice”) and this Restricted Stock Unit Award Agreement, including
      Appendices A and B (this “Agreement”),
      Itron, Inc. (the “Company”)
      has granted you a restricted stock unit award (the “Award”)
      under its Amended and Restated 2000 Stock Incentive Plan (the “Plan”)
      for the number of restricted stock units indicated in your Award
      Notice.  Capitalized terms not expressly defined in this
      Agreement but defined in the Plan shall have the same definitions as in
      the Plan.

                 

              


      

      
        	
                The
      details of the Award are as
follows:

              


      

       

      
        	
                1.  

              	
                Vesting

              


      

      
        	
                 

                The
      Award will vest according to the vesting schedule set forth in the Award
      Notice (the “Vesting
      Schedule”). One share of
      Common Stock will be issuable for each restricted stock unit that
      vests.  Restricted stock units that have vested and are no
      longer subject to forfeiture according to the Vesting Schedule are
      referred to herein as “Vested
      Units.”  Restricted stock units that have not vested and
      remain subject to forfeiture under the Vesting Schedule are referred to
      herein as “Unvested
      Units.”  Except as provided in Section 2 below, the
      Unvested Units will vest (and to the extent so vested cease to be Unvested
      Units remaining subject to forfeiture) in accordance with the Vesting
      Schedule (the Unvested and Vested Units are collectively referred to
      herein as the “Units”).   The
      Award will terminate and the Unvested Units will be forfeited upon
      termination of your employment for any
reason.

              


      

       

      
        	
                2.  

              	
                Corporate
      Transaction/Change in Control

              


      

      
        	
                 

                In
      the event of a Corporate Transaction (including a Related Party
      Transaction) that does not meet the definition of Change in Control set
      forth in Appendix A, your Award will remain unaffected.  In
      the event of a Change in Control as defined in Appendix A, any
      Unvested Units will accelerate in vesting and become Vested Units
      immediately prior to such Change in
Control.

              


      

       

      
        	
                3.  

              	
                Settlement
      of Vested Units.

              


      

      
        	
                 

                Vested
      Units shall be settled within 30 days following (a) the applicable Vest
      Date, or (b) if earlier, the date the Units become vested in connection
      with a Change in Control pursuant to Section 2
  above.

              


      

       

      
        	
                4.  

              	
                Securities
      Law Compliance

              


      

      
        	 
      


      

      4.1 You
represent and warrant that you (a) have been furnished with a copy of the
prospectus for the Plan and all information which you deem necessary to evaluate
the merits and risks of receipt of the Award, (b) have had the opportunity
to ask questions and receive answers concerning the information received about
the Award and the Company, and (c) have been given the opportunity to
obtain any additional information you deem necessary to verify the accuracy of
any information obtained concerning the Award and the Company.

       

       

      4.2 You
hereby agree that you will in no event sell or distribute all or any part of the
shares of Common Stock that you receive pursuant to settlement of this Award
(the “Shares”)
unless (a) there is an effective registration statement under the U.S.
Securities Act of 1933, as amended (the “Securities
Act”) and any applicable state and foreign securities laws covering any
such transaction involving the Shares or (b) the Company receives an
opinion of your legal counsel (concurred in by legal counsel for the Company)
stating that such transaction is exempt from registration or the Company
otherwise satisfies itself that such transaction is exempt from
registration.  You understand that the Company has no obligation to
you to register the Shares with the U.S. Securities and Exchange Commission or
any foreign securities regulator and has not represented to you that it will so
register the Shares.

       

       

      4.3 You
confirm that you have been advised, prior to your receipt of the Shares, that
neither the offering of the Shares nor any offering materials have been reviewed
by any regulator under the Securities Act or any other applicable securities act
(the “Acts”) and
that the Shares cannot be resold unless they are registered under the Acts or
unless an exemption from such registration is available.

       

       

      4.4 You
hereby agree to indemnify the Company and hold it harmless from and against any
loss, claim or liability, including attorneys’ fees or legal expenses, incurred
by the Company as a result of any breach by you of, or any inaccuracy in, any
representation, warranty or statement made by you in this Agreement or the
breach by you of any terms or conditions of this Agreement.

       

       

      
        	
                5.  

              	
                Transfer
      Restrictions

              


      

       

      
        	
                 

                Units
      shall not be sold, transferred, assigned, encumbered, pledged or otherwise
      disposed of, whether voluntarily or by operation of law.

                 

              


      

       

      
        	
                6.  

              	
                No
      Rights as Shareholder

              


      

       

      
        	
                 

                You
      shall not have voting or other rights as a shareholder of the Company with
      respect to the Units.

                 

              


      

       

      
        	
                7.  

              	
                Book
      Entry Registration of Shares

              


      

       

      
        	
                 

                The Company will issue the Shares
      by registering the Shares in book entry form with the Company’s transfer
      agent in your name and the applicable restrictions will be noted in the
      records of the Company’s transfer agent and in the book entry
      system.

                 

              


      

       

      
        	
                8.  

              	
                Responsibility
      for Taxes

              


      

       

      8.1 Regardless
of any action the Company or your employer (the “Employer”)
take with respect to any and all income tax, social insurance, payroll tax,
payment on account or other tax-related items related to your participation in
the Plan and legally applicable to you (“Tax-Related
Items”), you acknowledge that the ultimate liability for all Tax-Related
Items is and remains your responsibility and may exceed the amount actually
withheld by the Company and/or the Employer.  You further acknowledge
that the Company and the Employer (a) make no representations or undertakings
regarding the treatment of any Tax-Related Items in connection with any aspect
of the Award, including, but not limited to, the granting or vesting of the
Award, the settlement of Vested Units, the issuance of Shares upon settlement of
the Vested Units, the subsequent sale of Shares acquired upon settlement of the
Vested Units and the receipt of any dividends; and (b) do not commit to and are
under no obligation to structure the terms of the grant or any aspect of the
Award to reduce or eliminate your liability for Tax-Related Items or achieve any
particular tax result.  Further, if you have become subject to tax in
more than one jurisdiction between the Grant Date and the date of any relevant
taxable event, you acknowledge that the Company and/or the Employer (or former
employer, as applicable) may be required to withhold or account for Tax-Related
Items in more than one jurisdiction.

       

      8.2 Prior to
any relevant taxable or tax withholding event, as applicable, you will pay or
make adequate arrangements satisfactory to the Company and or the Employer to
satisfy all Tax-Related Items.

       

      (a) In this
regard, you hereby irrevocably appoint Fidelity or any stock plan service
provider or brokerage firm designated by the Company for such purpose (the
"Agent") as
your Agent, and authorize the Agent, to:

       

      
        	
                (i)  

              	
                Sell
      on the open market at the then prevailing market price(s), on your behalf,
      as soon as practicable on or after the settlement date for any Vested
      Unit, the minimum number of Shares (rounded up to the next whole number)
      sufficient to generate proceeds to cover the Tax-Related Items and all
      applicable fees and commissions due to, or required to be collected by,
      the Agent;

              


      

       

      
        	
                (ii)  

              	
                Remit
      directly to the Company the cash amount necessary to cover the Tax-Related
      Items;

              


      

       

      
        	
                (iii)  

              	
                Retain
      the amount required to cover all applicable fees and commissions due to,
      or required to be collected by, the Agent, relating directly to the sale
      of Shares referred to in clause (i) above;
and

              


      

       

      
        	
                (iv)  

              	
                Remit
      any remaining funds to you.

              


      

       

      (b) Alternatively,
or in addition to or in combination with the withholding mechanism described in
Section 8.2(a), you authorize the Company and/or the Employer, at their
discretion, to satisfy the obligations with regard to all Tax-Related Items
by:

       

      
        	
                (i)  

              	
                requiring
      you to pay to the Company or the Employer any amount of the Tax-Related
      Items; and/or

              


      

       

      
        	
                (ii)  

              	
                withholding
      any amount of the Tax-Related Items from your wages or other cash
      compensation paid to you by the Company and/or the Employer;
      and/or

              


      

       

      
        	
                (iii)  

              	
                withholding
      in Shares to be issued upon settlement of the Vested
  Units.

              


      

       

      (c) To avoid
negative accounting treatment, the Company may withhold or account for
Tax-Related Items by considering applicable minimum statutory withholding
amounts or other applicable withholding rates.  If the obligation for
Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you
will be deemed to have been issued the full number of Shares subject to the
Vested Units notwithstanding that a number of the Shares are held back solely
for the purpose of paying the Tax-Related Items due as a result of any aspect of
your participation in the Plan.  The Company may refuse to issue or
deliver Shares to you if you fail to comply with your obligations in connection
with the Tax-Related Items.

       

      8.3 You
acknowledge that the authorization and instruction to the Agent set forth in
Section 8.2(a)(i) above to sell Shares to cover the Tax-Related Items is
intended to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the
Exchange Act and to be interpreted to comply with the requirements of Rule
10b5-1(c) under the Exchange Act (regarding trading of the Company’s securities
on the basis of material nonpublic information) (a “10b5-1
Plan”).  This 10b5-1 Plan is being adopted to permit you to
sell a number of Shares issued upon settlement of Vested Units sufficient to pay
the Tax-Related Items.

       

      
        	
                You
      acknowledge that the broker is under no obligation to arrange for the sale
      of Shares at any particular price.  You further acknowledge that
      you will be responsible for all brokerage fees and other costs of sale,
      and you agree to indemnify and hold the Company harmless from any losses,
      costs, damages, or expenses relating to any such sale.  You
      acknowledge that it may not be possible to sell Shares during the term of
      this 10b5-1 Plan due to (a) a legal or contractual restriction applicable
      to you or to the broker, (b) a market disruption, (c) rules governing
      order execution priority on the NASDAQ or other exchange where the Shares
      may be traded, (d) a sale effected pursuant to this 10b5-1 Plan that fails
      to comply (or in the reasonable opinion of the Agent’s counsel is likely
      not to comply) with the Securities Act, or (e) if the Company determines
      that sales may not be effected under this 10b5-1 Plan.  In the
      event of the Agent’s inability to sell Shares, you will continue to be
      responsible for the Tax-Related Items.

              
	 
      


      

      You
hereby agree to execute and deliver to the Agent any other agreements or
documents as the Agent reasonably deems necessary or appropriate to carry out
the purposes and intent of the 10b5-1 Plan.  You acknowledge that this
10b5-1 Plan is subject to the terms of any policy adopted now or hereafter by
the Company governing the adoption of 10b5-1 plans.  The Agent is a
third party beneficiary of Section 8.2(a)(i) and this 10b5-1 Plan.

       

      
        	
                9.  

              	
                Nature of
      Grant

              


      

       

       

      In
accepting the grant, you acknowledge, understand and agree that:

       

      (a) the Plan
is established voluntarily by the Company, it is discretionary in nature and it
may be modified, amended, suspended or terminated by the Company at any
time;

       

      (b) the grant
of the Award is voluntary and occasional and does not create any contractual or
other right to receive future grants of restricted stock units, or benefits in
lieu of restricted stock units, even if restricted stock units have been granted
repeatedly in the past;

       

      (c) all
decisions with respect to future grants of restricted stock units, if any, will
be at the sole discretion of the Company;

       

      (d) your
participation in the Plan shall not create a right to further employment with
the Employer and shall not interfere with the ability of the Employer to
terminate your employment relationship at any time;

       

      (e) you are
voluntarily participating in the Plan;

       

      (f) the Award
and the Shares subject to the Award are an extraordinary item that does not
constitute compensation of any kind for services of any kind rendered to the
Company or the
Employer, and which is outside the scope of your employment contract, if
any;

       

      (g) the Award
and the Shares subject to the Award are not intended to replace any pension
rights or compensation;

       

      (h) the Award
and the Shares subject to the Award are not part of normal or expected
compensation or salary for any purposes, including, but not limited to,
calculating any severance, resignation, termination, redundancy, end of service
payments, bonuses, long-service awards, pension or retirement or welfare
benefits or similar payments and in no event should be considered as
compensation for, or relating in any way to, past services for the Company, the
Employer or any Related Corporation;

       

      (i) the grant
of the Award and your participation in the Plan will not be interpreted to form
an employment contract or relationship with the Company or any Related
Corporation;

       

      (j) the
future value of the underlying Shares is unknown and cannot be predicted with
certainty;

       

      (k) no claim
or entitlement to compensation or damages shall arise from forfeiture of the
Award resulting from termination of your employment by the Company or the
Employer (for any reason whatsoever and whether or not in breach of local labor
laws) and, in consideration of the grant of the Award to which you are otherwise
not entitled, you irrevocably agree never to institute any claim against the
Company or the Employer, waive the ability, if any, to bring any such claim and
release the Company and the Employer from
any such claim; if, notwithstanding the foregoing, any such claim is allowed by
a court of competent jurisdiction, then, by participating in the Plan, you will
be deemed irrevocably to have agreed not to pursue such claim and agree to
execute any and all documents necessary to request dismissal or withdrawal of
such claims;

       

      (l) in the
event of termination of your employment (whether or not in breach of local labor
laws), your right to vest in the Award, if any, will terminate effective as of
the date that you are no longer actively employed and will not be extended by
any notice period mandated under local law (e.g., active employment would
not include a period of “garden leave” or similar period pursuant to local law);
the Company’s Chief Executive Officer shall have the exclusive discretion to
determine when you are no longer actively employed for purposes of the Award
(including whether or not a transfer of employment between or among the Company
and its Related Corporations or a change in status from an employee to a
consultant, agent, advisor or independent contractor will constitute a
termination of active employment for purposes of the Award); and

       

      (m) the Award
and the benefits under the Plan, if any, will not necessarily transfer to
another company in the case of a merger, take over or transfer of
liability.

       

       

      10. No
Advice Regarding Grant

       

       

      The
Company is not providing any tax, legal or financial advice, nor is the Company
making any recommendations regarding your participation in the Plan or your
acquisition or sale of the underlying Shares.  You are hereby advised
to consult with your own personal tax, legal and financial advisors regarding
your participation in the Plan before taking any action related to the
Plan.  You acknowledge that you have either consulted with competent
advisors independent of the Company to obtain advice concerning the receipt of
the Award and the acquisition or disposition of any Shares to be issued pursuant
to the Award in light of your specific situation or had the opportunity to
consult with such advisors but chose not to do so.

       

       

      11. Data
Privacy

       

       

      You hereby explicitly and unambiguously
consent to the collection, use and transfer, in electronic or other form, of
your personal data as described in this Agreement and any other Award materials
by and among, as applicable, the Employer, the Company and its Related
Corporations for the exclusive purpose of implementing, administering and
managing your  participation in the Plan.

       

      
        	
                 

                You
      understand that the Company and the Employer may hold certain personal
      information about you, including, but not limited to, your name, home
      address and telephone number, date of birth, social insurance number or
      other identification number, salary, nationality, job title, any shares of
      stock or directorships held in the Company, details of all Awards or any
      other entitlement to shares of stock awarded, canceled, exercised, vested,
      unvested or outstanding in your favor, for the exclusive purpose of
      implementing, administering and managing the Plan
  (“Data”).

              


      

      
        	
                 

                You
      understand that Data will be transferred to Fidelity or such other stock
      plan service provider as may be selected by the Company in the future,
      which is assisting the Company with the implementation, administration and
      management of the Plan.  You understand that the recipients of
      Data may be located in the United States or elsewhere, and that the
      recipients’ country (e.g., the United States) may have different data
      privacy laws and protections than your country.  You understand
      that you may request a list with the names and addresses of any potential
      recipients of Data by contacting your local human resources
      representative.  You authorize the Company, Fidelity and any
      other possible recipients which may assist the Company (presently or in
      the future) with implementing, administering and managing the Plan to
      receive, possess, use, retain and transfer Data, in electronic or other
      form, for the sole purpose of implementing, administering and managing
      your participation in the Plan.  You understand that Data will
      be held only as long as is necessary to implement, administer and manage
      your participation in the Plan.  You understand that you may, at
      any time, view Data, request additional information about the storage and
      processing of Data, require any necessary amendments to Data or refuse or
      withdraw the consents herein, in any case without cost, by contacting in
      writing your local human resources representative.  You
      understand, however, that refusing or withdrawing your consent may affect
      your ability to participate in the Plan.  For more information
      on the consequences of your refusal to consent or withdrawal of consent,
      you understand that you may contact your local human resources
      representative.

                 

              


      

       

      12. Electronic Delivery and
Participation

       

       

      The Company may, in its sole
discretion, decide to deliver any documents related to current or future
participation in the Plan by electronic means.  You hereby consent to
receive such documents by electronic delivery and agree to participate in the
Plan through an on-line or electronic system established and maintained by the
Company or a third party designated by the Company.

       

       

      13. Language

       

       

      If you
have received this Agreement or any other document related to the Plan
translated into a language other than English and if the meaning of the
translated version is different from the English version, the English version
will control.

       

       

      14. General
Provisions

       

       

      14.1 Successors and
Assigns.  The provisions of this Agreement will inure to the
benefit of the successors and assigns of the Company and be binding upon you and
your heirs, executors, administrators, successors and assigns.

       

       

      14.2 Section 409A.  For
purposes of U.S. taxpayers, the settlement of the Units is intended to either be
exempt from Section 409A of the Code under the “short-term deferral” exception,
and in any event in compliance with Section 409A of the Code, and this Agreement
will be interpreted, operated and administered in a manner that is consistent
with this intent.  In furtherance of this intent, the Plan
Administrator may, at any time and without your consent, modify the terms of the
Award as it determines appropriate to comply with the requirements of Section
409A of the Code and the related U.S. Department of Treasury
guidance.  The Company makes no representation or covenant to ensure
that the Units, settlement of the Units or other payment hereunder are exempt
from or compliant with Section 409A of the Code and will have no liability to
you or any other party if the settlement of the Units or other payment hereunder
that is intended to be exempt from, or compliant with, Section 409A of the Code,
is not so exempt or compliant or for any action taken by the Plan Administrator
with respect thereto.

       

       

      14.3 Governing Law and Choice of
Venue.  The Award and the provisions of this Agreement will be
construed and administered in accordance with and governed by the laws of the
State of Washington without giving effect to such state’s principles of conflict
of laws.  For the purposes of litigating any dispute that arises under
this grant of this Agreement, the parties hereby submit to and consent to the
exclusive jurisdiction of the State of Washington and agree that such litigation
shall be conducted in the courts of Spokane County, Washington, or the federal
courts for the United States for the Eastern District of Washington, where this
grant is made and/or to be performed.

       

       

      14.4 Severability. The provisions of this
Agreement are severable and if any one or more provisions are determined to be
illegal or otherwise unenforceable, in whole or in part, the remaining
provisions shall nevertheless be binding and enforceable.

       

       

      14.5 Notice. Any notice
required or permitted hereunder shall be made in writing and sent to the
following address:

       

      
        	
                Itron, Inc.

              
	
                Attn.  General
      Counsel

              
	
                2111 N. Molter
    Road

              
	
                Liberty Lake,
      WA  USA  99019

              


      

      
        	 
      


      

       

      15. Appendix B

       

       

      Notwithstanding any provisions in this
Agreement, the Award shall be subject to any special terms and conditions set
forth in Appendix B to this Agreement for your country (“Appendix B”).  Moreover,
if you relocate to one of the countries included in Appendix B, the special
terms and conditions for such country will apply to you, to the extent the
Company determines
that the application of such terms and conditions is necessary or advisable in
order to comply with local law or facilitate the administration of the
Plan.  Appendix B constitutes part of this
Agreement.

       

       

      16. Imposition
of Other Requirements

       

       

      The Company reserves the right to
impose other requirements on your participation in the Plan, on the Award and on
any Shares acquired under the Plan, to the extent the Company determines it is
necessary or advisable in order to comply with local law or facilitate the
administration of the Plan, and to require you to sign any additional agreements
or undertakings that may be necessary to accomplish the foregoing.

       

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

      
        	
                APPENDIX
      A

              
	 
      
	
                ITRON,
      INC.

              
	
                AMENDED
      AND RESTATED 2000 STOCK INCENTIVE PLAN

              
	 
      
	
                RESTRICTED
      STOCK UNIT AWARD AGREEMENT

              
	
                ALL
      PARTICIPANTS (EXCLUDING FRANCE)

              


      

      
        	 
      


      

      For
purposes of this Agreement, a “Change in
Control” shall be deemed to have occurred if any of the events set forth
in any of the following paragraphs shall have occurred:

       

      (a) any
Person is or becomes the Beneficial Owner, directly or indirectly, of securities
of the Company representing 25% or more of either the then outstanding Shares or
the combined voting power of the Company’s then outstanding securities,
excluding any Person who becomes such a Beneficial Owner in connection with a
transaction described in subsection(c) below;

       

      (b) a change
in the composition of the Board during any two-year period such that the
individuals who, as of the date of this Agreement, constitute the Board (the
“Incumbent
Board”) cease for any reason to constitute at least a majority of the
Board; provided, however, that for purposes of this definition, any individual
who becomes a member of the Board subsequent to the beginning of the two-year
period, whose election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least two-thirds of those individuals
who are members of the Board and who were also members of the Incumbent Board
(or deemed to be such pursuant to this proviso) shall be considered as though
such individual were a member of the Incumbent Board; and provided further,
however, that any such individual whose initial assumption of office occurs as a
result of or in connection with an actual or threatened solicitation of proxies
or consents by or on behalf of an Person other than the Board shall not be
considered a member of the Incumbent Board;

       

      (c) there is
consummated a merger or consolidation of the Company or any direct or indirect
subsidiary of the Company with any other corporation, other than (i) a merger or
consolidation immediately following which members of the Incumbent Board
constitute a majority of the members of the board of directors (or similar body)
of the surviving entity or, if the surviving entity is a subsidiary, any parent
thereof, or (ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no Person is
or becomes the Beneficial Owner, directly or indirectly, of securities of the
Company (not including in the securities Beneficially Owned by such Person any
securities acquired directly from the Company or its Affiliates) representing
25% or more of the combined voting power of the Company’s then outstanding
securities; or the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or the consummation of a sale or
disposition by the Company of all or substantially all of the Company’s assets,
other than a sale or disposition by the Company of all or substantially all of
the Company’s assets to an entity, at least 50% of the combined voting power of
the voting securities of which are owned by stockholders of the Company in
substantially the same proportions as their ownership of the Company immediately
prior to such sale.

       

      For
clarity, a Change in Control shall not be deemed to have occurred in the event
of a reincorporation of the Company.

       

      For
purposes of this Appendix A, “Beneficial
Owner” shall have the meaning set forth in Rule 13d-3 of the Exchange
Act.

       

      For
purposes of this Appendix A, “Person”
shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified
and used in Sections 13(d) and 14(d) thereof, except that such term shall not
include (i) the Company or any of its Subsidiaries, (ii) a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or
any of its Affiliates (as such term is set forth in Rule 12-b2 promulgated under
Section 12 of the Exchange Act), (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities or (iv) a corporation
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the
Company.

       

      


       


      
        
           


        

        
           


          
          

        

        
           


        

      


      APPENDIX B

      


      ITRON,
INC.

      AMENDED
AND RESTATED 2000 STOCK INCENTIVE PLAN

      


      RESTRICTED
STOCK UNIT AWARD AGREEMENT

      ALL
PARTICIPANTS (EXCLUDING FRANCE)

      


      Terms
and Conditions

      


      This
Appendix B includes additional terms and conditions that govern the
restricted stock unit award (the “Award”)
granted to you under the Itron, Inc. Amended and Restated 2000 Stock Incentive
Plan (the “Plan”) if
you reside in one of the countries listed below.  Capitalized terms
not expressly defined in this Appendix B but defined in the Plan or the
Restricted Stock Unit Award Agreement (the “Agreement”)
shall have the same definitions as in the Plan and/or the Agreement, as
applicable.

      


      Notifications

      


      This
Appendix B also includes information regarding exchange control and other
issues of which you should be aware with respect to your participation in the
Plan.  The information is based on the exchange control, securities
and other laws in effect in the respective countries as of February
2010.  Such laws are often complex and change
frequently.  As a result, the Company strongly recommends that you not
rely on the information herein as the only source of information relating to the
consequences of participation in the Plan because the information may be out of
date at the time that the Award vests or the Shares acquired under the Plan are
sold.

      


      In
addition, the information contained herein is general in nature and may not
apply to your particular situation and the Company is not in a position to
assure you of a particular result.  Accordingly, you are advised to
seek appropriate professional advice as to how the relevant laws in your country
may apply to your situation.

      


      Finally,
if you are a citizen or resident of a country other than the one in which you
are currently working, or if you transfer employment to another country after
the Award is granted, the information contained herein may not be applicable to
you.

      


      


      ARGENTINA

      


      Notifications

      


      Securities Law
Notification. Neither the Award nor
the underlying Shares are publicly offered or listed on any stock exchange in
Argentina.  The offer is private and not subject to the supervision of
any Argentine governmental authority.

      


      Exchange Control
Notification.  In the event that you transfer proceeds in
excess of US$2,000,000 from the sale of Shares into Argentina in a single month,
you will be required to place 30% of any proceeds in excess of US$2,000,000 in a
non-interest-bearing dollar-denominated mandatory deposit account for a holding
period of 365 days.

      


      


      AUSTRALIA

      


      Terms
and Conditions

      


      Vesting.  This
provision supplements Section 1 of the Agreement:

      


      The grant
of the Award does not provide any right for you to receive a cash payment and
the Vested Units will be settled in Shares only.

      


      Notifications

      
        	
                 

                Securities Law
      Notification.  If you acquire Shares under the Plan and
      subsequently offer the Shares for sale to a person or entity resident in
      Australia, such an offer may be subject to disclosure requirements under
      Australian law and you should obtain legal advice regarding any applicable
      disclosure requirements prior to making any such
  offer.

              


      

      


      


      BELGIUM

      


      Notifications

      


      Tax Reporting
Notification.  If you are a Belgian resident, you are required
to report any bank or brokerage accounts held outside of Belgium on your annual
tax return.

      


      


      BRAZIL

      


      Terms
and Conditions

       

      Compliance with the
Law.  In accepting the grant of the Award, you acknowledge your
agreement to comply with applicable Brazilian laws and to pay any and all
applicable tax associated with the Award and the sale of the Shares acquired
under the Plan.

       

      Notifications

      


      Exchange Control Notification.
 If you are a
resident or domiciled in Brazil, you will be required to submit an annual
declaration of assets and rights held outside of Brazil to the Central Bank of
Brazil if the aggregate value of such assets and rights is equal to or greater
than US$100,000.  Assets and rights that must be reported include
Shares acquired under the Plan.

      


      CANADA

      


      Terms
and Conditions

      


      Vesting.  This
provision supplements Section 1 of the Agreement:

      


      The grant
of the Award does not provide any right for you to receive a cash payment and
the Vested Units will be settled in Shares only.

      


      Nature of
Grant.  The following provision replaces Section 9(l) of
the Agreement:

      


      In the
event of termination of your employment (whether or not in breach of local labor
laws), your right to vest in the Award, if any, will terminate effective as of
the earlier of (a) the date on which your employment is terminated, or (b) the
date on which you receive a notice of termination; the Company’s Chief Executive
Officer shall have the exclusive discretion to determine when you are no longer
actively employed for purposes of the Award (including whether or not a transfer
of employment between or among the Company and its Related Corporations or a
change in status from an employee to a consultant, agent, advisor or independent
contractor will constitute a termination of active employment for purposes of
the Award).

      


      


      CHILE

      


      Notifications

      
        	
                 

                Securities Law
      Notification.  Neither the Company nor Shares acquired
      under the Plan are registered with the Chilean Registry of Securities or
      under the control of the Chilean Superintendence of
      Securities.

              
	
                Exchange Control
      Notification.  Exchange control regulations will apply if
      your aggregate investments abroad are equal to or greater than
      US$5,000,000

              
	
                Tax Reporting and Registration
      Notification.  You must file Tax Form 1851 “Annual Sworn
      Statement Regarding Investments Held Abroad” in relation to any Shares
      acquired under the Plan that are held abroad.  In addition, if
      you wish to receive credit in Chile for any tax paid abroad on any
      dividends received pursuant to the Shares, you must register the
      acquisition of Shares with the Chilean Internal Revenue Service (the
      “CIRS”)
      and also file Tax Form 1853 “Annual Sworn Statement Regarding Credits for
      Taxes Paid Abroad.”  These forms must be submitted through the
      CIRS web page at www.sii.cl.

              


      

      
        	
                 

                Registration
      of the acquisition of Shares with the CIRS will also provide evidence of
      the acquisition price of the Shares which you will need when the Shares
      are sold.   It may also be possible for you to provide
      other evidence in the form of the Agreement or a report of the price paid
      for the Shares and the number of Shares acquired and sold; however,
      neither the Company nor Fidelity (or any other stock plan service provider
      designated by the Company) are under any obligation to provide you with
      such a report.  You should consult with your
      personal legal and tax advisors regarding how to register with the CIRS
      (if desired).

              


      

      
        	 
      


      

      


      CHINA

      


      Terms
and Conditions

      


      Vesting. This provision
supplements Section 1 of the Agreement.

       

      To
facilitate compliance with applicable laws or regulations in China, you agree
and acknowledge that the Company or the Agent is entitled to
(a) immediately sell all Shares issued to you upon settlement of the Vested
Units (on your behalf pursuant to this authorization), either at the time the
Vested Units are settled or when you cease employment with the Employer, the
Company or a Related Corporation, or (b) require that any Shares acquired
under the Plan be held with the Agent until the Shares are sold.  You
also agree to sign any forms and/or consents required by the Agent to effectuate
the sale of Shares in case you cease employment and you acknowledge that the
Agent is under no obligation to arrange for the sale of the Shares at any
particular price.  In any event, when the Shares acquired under the
Plan are sold, the proceeds of the sale of the Shares, less any applicable
Tax-Related Items and broker’s fees or commissions, will be remitted to you in
accordance with applicable exchange control law and regulations, as further
described below.

      


      Exchange Control
Requirements.  You understand and agree that, pursuant to local
exchange control requirements, you will be required to repatriate the cash
proceeds from the sale of the Shares acquired under the Plan to
China.  You further understand that, under local law, such
repatriation of the cash proceeds may need to be effectuated through a special
exchange control account established by the Company, a Related Corporation or
the Employer, and you hereby consent and agree that any cash proceeds from the
sale of Shares acquired under the Plan may be transferred to such special
account prior to being delivered to you.  You also understand that the
Company will deliver the proceeds to you as soon as possible, but there may be
delays in distributing the funds to you due to exchange control requirements in
China.  Proceeds may be paid to you in U.S. dollars or local currency
at the Company’s discretion.  If the proceeds are paid to you in U.S.
dollars, you will be required to set up a U.S. dollar bank account in China so
that the proceeds may be deposited into this account.  If the proceeds
are paid to you in local currency, the Company in under no obligation to secure
any particular exchange conversion rate and the Company may face delays in
converting the proceeds to local currency due to exchange control
restrictions.  You further agree to comply with any other requirements
that may be imposed by the Company in the future in order to facilitate
compliance with exchange control requirements in China.

      


      


      GERMANY

      


      Notifications

       

      Exchange Control
Notification.  Cross-border payments in excess of €12,500 must
be reported monthly to the German Federal Bank.  If you use a German
bank to transfer a cross-border payment in excess of €12,500 in connection with
the sale of Shares acquired under the Plan, the bank will make the report for
you.  In addition, you must report any receivables, payables, or debts
in foreign currency exceeding an amount of €5,000,000 in any month.

      


      


      HUNGARY

      


      Notifications

      


      Social Insurance
Notification.  This provision supplements Section 8.1 of
the Agreement:

      


      Pursuant
to the Social Insurance Act (Act. No. LXXX of 1997 on Social Insurance
Contributions), you are responsible for paying both the employee
portion and the employer portion of social insurance contributions due in
connection with the Award.

      


      


      INDIA

      


      Notifications

      


      Exchange Control
Notification. You understand that you
must repatriate any proceeds from the sale of Shares acquired under the Plan to
India and convert the proceeds into local currency within ninety (90) days of
receipt.  You will receive a foreign inward remittance certificate
(“FIRC”)
from the bank where you deposit the foreign currency.  You should
maintain the FIRC as evidence of the repatriation of the proceeds in the event
the Reserve Bank of India or the Employer requests proof of
repatriation.

      


      


      INDONESIA

      


      Notifications

      
        	
                 

                Exchange Control
      Information. If you remit
      funds (including proceeds from the sale of Shares) into Indonesia, the
      Indonesian bank through which the transaction is made will submit a report
      of the transaction to the Bank of Indonesia for statistical reporting
      purposes.  For transactions of US$10,000 or more, a more
      detailed description of the transaction must be included in the report and
      you may be required to provide information about the transaction (e.g., the relationship
      between you and the transferor of the funds, the source of the funds,
      etc.) to the bank in order for the bank to complete the
      report.

              


      

      


      


      ITALY

      


      Terms
and Conditions

      


      Data Privacy. This provision replaces
Section 11 of the Agreement:

      


      
        	
                You
      understand that the Employer, the Company and any Related Corporation may
      hold certain personal information about you, including, but not limited
      to, your name, home address and telephone number, date of birth, social
      insurance number or other identification number, salary, nationality, job
      title, any shares of stock or directorships held in the Company or any
      Related Corporation, details of all Awards or any other entitlement to
      shares of stock awarded, canceled, exercised, vested, unvested or
      outstanding in your favor and will process such data for the exclusive
      purpose of implementing, managing and administering the Plan (“Data”) and
      in compliance with applicable laws and
  regulations.

              


      

      
        	 
      


      

      You also understand that providing
the Company with Data is mandatory for compliance with local law and necessary
for the performance of the Plan and that your refusal to provide such Data would
make it impossible for the Company to perform its contractual obligations and
may affect your ability to participate in the Plan. The controller of personal data
processing is Itron, Inc. with registered offices at 2111 N. Molter Road,
Liberty Lake, Washington 99019, U.S.A., and, pursuant to Legislative Decree no.
196/2003, its representative in Italy is Baerbel Wouters, with registered
offices at Via Gorky, 105, 20092 Cinisello Balsamo, Milan,
Italy.

      
        	
                 

                You
      understand that Data will not be publicized, but it may be accessible by
      the Employer and its internal and external personnel in charge of
      processing of such Data and by the data processor (the “Processor”), if
      any.  An updated list of Processors and other transferees of
      Data is available upon request from the Employer.  Furthermore,
      Data may be transferred to banks, other financial institutions, or brokers
      involved in the management and administration of the Plan.  You
      understand that Data may also be transferred to the independent registered
      public accounting firm engaged by the Company.  You further
      understand that the Company and/or any Related Corporation will transfer
      Data among themselves as necessary for the purpose of implementing,
      administering and managing your participation in the Plan, and that the
      Company and/or any Related Corporation may each further transfer Data to
      third parties assisting the Company in the implementation, administration,
      and management of the Plan, including any requisite transfer of Data to a
      broker or other third party with whom you may elect to deposit any Shares
      acquired upon vesting of the Units.  Such recipients may
      receive, possess, use, retain, and transfer Data in electronic or other
      form, for the sole purpose of implementing, administering, and managing
      your participation in the Plan.  You understand that these
      recipients may be acting as controllers, Processors or persons in charge
      of processing, as the case may be, in accordance with local law and may be
      located in or outside the European Economic Area in countries such as in
      the United States that might not provide the same level of protection as
      intended under Italian data privacy laws.  Should the Company
      exercise its discretion in suspending all necessary legal obligations
      connected with the management and administration of the Plan, it will
      delete Data as soon as it has completed all the necessary legal
      obligations connected with the management and administration of the
      Plan.

              
	
                You
      understand that Data processing related to the purposes specified above
      shall take place under automated or non-automated conditions, anonymously
      when possible, that comply with the purposes for which Data is collected
      and with confidentiality and security provisions as set forth by
      applicable laws and regulations, with specific reference to Legislative
      Decree no. 196/2003.

              


      

      
        	
                 

                The
      processing activity, including communication, the transfer of Data abroad,
      including outside of the European Economic Area, as herein specified and
      pursuant to applicable laws and regulations, does not require your consent
      thereto as the processing is necessary to the performance of contractual
      obligations related to implementation, administration and management of
      the Plan.  You understand that, pursuant to Section 7 of the
      Legislative Decree no. 196/2003, you have the right to, including but not
      limited to, access, delete, update, correct, or terminate, for legitimate
      reason, the Data processing.  You should contact the Employer in
      this regard.

                 

              
	
                Furthermore,
      you are aware that Data will not be used for direct marketing
      purposes.  In addition, Data provided can be reviewed and
      questions or complaints can be addressed by contacting your human
      resources department.

              


      

      


      Plan Document
Acknowledgment.  In accepting the grant of the Award, you
acknowledge that you have received a copy of the Plan and the Agreement and have
reviewed the Plan and the Agreement, including this Appendix B, in their
entirety and fully understand and accept all provisions of the Plan and the
Agreement, including this Appendix B.

      


      You
further acknowledge that you have read and specifically and expressly approve
the following sections of the Agreement and this
Appendix B:  Section 1: Vesting; Section 2:  Corporate
Transaction; Section 8: Responsibility for Taxes; Section 9: Nature of
Grant; Section 12: Electronic Delivery and Participation; Section 13:
Language; Section 14.3: Governing Law and Choice of Venue; Section 16:
Imposition of Other Requirements; and the Data Privacy provision
above.

      


      Notifications

      
        	
                 

                Exchange Control
      Notification.  You are required to report in your annual
      tax return: (a) any transfers of cash or Shares to or from Italy exceeding
      €10,000; (b) any foreign investments or investments held outside of Italy
      exceeding €10,000 if such investments (e.g., Shares) may give rise to
      taxable income in Italy; and (c) the amount of the transfers to and from
      Italy which have had an impact during the calendar year on your foreign
      investments or investments held outside of Italy.  You may be
      exempt from the requirement in (a) if the transfer or investment is made
      through an authorized broker resident in Italy, as the broker will
      generally comply with the reporting obligation on your
    behalf.

              


      

      
        	 
      


      

      LUXEMBOURG

      


      Notifications

      


      Exchange Control
Notification.  You are required to report any inward
remittances of funds to the Banque Central de Luxembourg
and/or the Service Central de
La Statistique et des Études Économiques within fifteen (15) working days
following the month during the transaction occurred.  If a Luxembourg
financial institution is involved in the transaction, it generally will fulfill
the reporting obligation on your behalf; otherwise, you will have to report the
transaction yourself.

      


      


      MALAYSIA

      


      Notifications

      


      Securities Law
Notification.  You should be aware of the Malaysian insider
trading rules summarized below.

      


      Under the
Malaysian Capital Markets and Services Act, 2007, you are prohibited from
acquiring Shares or rights to Shares (e.g., an Award) or selling
Shares when you are in possession of information which is not generally
available and which you know or should know will have a material effect on the
Company’s stock price once such information is generally available.

      


      Director Notification
Obligation.  If you are a director of a Malaysian Related
Corporation, you are subject to certain notification requirements under the
Malaysian Companies Act, 1965.  Among these requirements is an
obligation to notify the Malaysian Related Corporation in writing when you
acquire or dispose of an interest (e.g., an Award or Shares) in
the Company or a Related Corporation.  Such notifications must be made
within fourteen (14) days of acquiring or disposing of any interest in the
Company or a Related Corporation.

      


      


      NETHERLANDS

      


      Notifications

       

      Securities Law
Notification. You should be aware of
Dutch insider trading rules which may impact the sale of Shares acquired under
the Plan.  In particular, you may be prohibited from effecting certain
Share transactions if you have insider information regarding the
Company.

       

      It is
your responsibility to comply with the following Dutch insider trading
rules:

       

      Under
Article 46 of the Act on the Supervision of the Securities Trade 1995, anyone
who has “inside information” related to the Company is prohibited from
effectuating a transaction in securities in or from the
Netherlands.  “Inside information” is knowledge of a detail concerning
the issuer to which the securities relate that is not public and which, if
published, would reasonably be expected to affect the stock price, regardless of
the development of the price.  The insider could be any employee of
the Company or a Related Corporation in the Netherlands who has inside
information as described herein.

       

      Given the
broad scope of the definition of inside information, certain employees of the
Company working at a Related Corporation in the Netherlands (including you) may
have inside information and, thus, would be prohibited from effectuating a
transaction in securities in the Netherlands at a time when the employee had
such inside information.

       

      


      PORTUGAL

      


      Notifications

      


      Exchange Control
Notification.  If you acquire Shares upon settlement of the
Vested Units, the acquisition of the Shares should be reported to the Banco de Portugal for
statistical purposes.  If the Shares are deposited with a commercial
bank or financial intermediary in Portugal, such bank or financial intermediary
will submit the report on your behalf.  If the Shares are not
deposited with a commercial bank or financial intermediary in Portugal, you are
responsible for submitting the report to the Banco de
Portugal.

      


      
        	
                 

                POLAND

              


      

      
        	
                 

                Exchange Control
      Notification. If you transfer funds in excess of €15,000 into
      Poland in connection with the sale of Shares acquired under the Plan, the
      funds must be transferred via a bank account.  You are required
      to retain the documents connected with a foreign exchange transaction for
      a period of five (5) years, as measured from the end of the year in which
      such transaction occurred.  If you hold Shares acquired under
      the Plan and/or keep a bank account abroad, you will have reporting duties
      to the National Bank of Poland. You should consult with your
      personal legal advisor to determine what you must do to fulfill any
      applicable reporting duties.

              
	 
      


      

      
        	
                 

                RUSSIA

                 

              


      

      
        	
                Notifications

              


      

      
        	
                 

                Exchange Control
      Notification. You must repatriate to Russia the proceeds from
      the sale of Shares and any cash dividends received in relation to the
      Shares within a reasonably short time of receipt.  Such funds
      must be initially credited to you through a foreign currency account
      opened in your name at an authorized bank in Russia.  After the
      funds are initially received in Russia, they may be further remitted to
      foreign banks subject to the following limitations: (i) the foreign
      account may be opened only for individuals; (ii) the foreign account may
      not be used for business activities; and (iii) you must give notice to the
      Russian tax authorities about the opening or closing of each foreign
      account within one month of the account opening or closing, as
      applicable.

                 

              
	
                Securities Law
      Notification. The Agreement, the Plan and all other materials
      you may receive regarding the Award and participation in the Plan do not
      constitute advertising or an offering of securities in
      Russia.  The issuance of Shares under the Plan has not and will
      not be registered in Russia and, therefore, the Shares described in any
      Plan documents may not be offered or placed in public circulation in
      Russia.  In no event will Shares be delivered to you in Russia;
      all Shares acquired under the Plan will be maintained on your behalf in
      the United States.  You are not permitted to sell Shares
      directly to a Russian legal entity or resident.


              


      

      
        	 
      


      

      
        	
                 

                SINGAPORE

              


      

      


      Notifications

      
        	
                 

                Securities Law
      Notification. The
      grant of the Award is being made pursuant to the “Qualifying Person”
      exemption” under section 273(1)(f) of the Securities and Futures Act
      (Chapter 289, 2006 Ed.) (“SFA”).  The Plan has not been lodged
      or registered as a prospectus with the Monetary Authority of
      Singapore.  You should note that the Award is subject to section
      257 of the SFA and you will not be able to make (i) any subsequent sale of
      the Shares in Singapore or (ii) any offer of such subsequent sale of the
      Shares subject to the Award in Singapore, unless such sale or offer in is
      made pursuant to the exemptions under Part XIII Division (1) Subdivision
      (4) (other than section 280) of the SFA (Chapter 289, 2006
      Ed.).

                 

              
	
                Director Notification
      Requirement.  If
      you are a director, associate director or shadow director1 of a Singapore Related Corporation, you
      are subject to certain notification requirements under the Singapore
      Companies Act, regardless of whether you are a Singapore resident or
      employed in Singapore.  Among these requirements is the
      obligation to notify the Singapore Related Corporation in writing when you
      receive or dispose of an interest (e.g., Units, Shares) in
      the Company or a Related Corporation.  These notifications must
      be made within two (2) days of acquiring or disposing of any interest in
      the Company or any Related Corporation or within two (2) days of becoming
      a director, associate director or shadow director if such an interest
      exists at that time.

              


      

      


      


      SOUTH
AFRICA

      


      Terms
and Conditions

      


      Responsibility for
Taxes.  The following provision supplements Section 8 of
the Agreement:

      


      In
accepting the grant of the Award, you agree that, immediately upon vesting of
the Award, you will notify the Employer of the amount of any gain
realized.  If you fail to advise the Employer of the gain realized
upon vesting, you may be liable for a fine.  You will be solely
responsible paying any difference the actual tax liability resulting from the
Award and the amount withheld by the Company or the Employer.

       

      Notifications

      


      Exchange Control
Notification.  You are solely responsible for ensuring
compliance with and applicable exchange control laws and regulations in South
Africa.  Because no transfer of funds from South Africa is required in
connection with the Award, no filing or reporting requirements should apply when
the Award is granted or when Shares are issued upon vesting of the
Units.  However,
because exchange control regulations change frequently and without notice, you
should consult your legal advisor prior to the acquisition or sale of Shares
under the Plan to ensure compliance with current
regulations.  As noted above, you are responsible for complying
with South African exchange control laws and regulations, and neither the
Company nor the Employer will be liable for any fines or penalties resulting
from your failure to comply with any applicable requirements.

      


      


      SPAIN

      


      Terms
and Conditions

      


      Nature of
Grant.  The following provision supplements Section 9 of
the Agreement:

      


      In
accepting the grant of the Award, you consent to participation in the Plan and
acknowledge that you have received a copy of the Plan.

      


      You
understand that the Company has unilaterally, gratuitously and in its sole
discretion decided to grant Awards to individuals who may be employees of the
Company or a Related Corporation throughout the world.  The decision
is limited and entered into based upon the express assumption and condition that
any grant will not bind the Company or a Related Corporation, other than as
expressly set forth in the Agreement.  Consequently, you understand
that the Award is granted on the assumption and condition that the Award and any
Shares acquired upon settlement of the Vested Units are not part of any
employment contract (whether with the Company or a Related Corporation) and
shall not be considered a mandatory benefit, salary for any purpose (including
severance compensation), or any other right whatsoever.  Furthermore,
you understand that you will not be entitled to continue vesting in the Award
once your active employment with the Company or a Related Corporation
ceases.  In addition, you understand that this grant would not be made
but for the assumptions and conditions set forth above; thus, you acknowledge
and freely accept that, should any or all of the assumptions be mistaken or any
of the conditions not be met for any reason, then the grant of or any right to
the Award and the underlying Shares shall be null and void.

      


      Notifications

      


      Exchange Control
Notification.  You must declare the acquisition of Shares to
the Spanish Dirección General
de Comercio e Inversiones (the “DGCI”), the Bureau for
Commerce and Investments, which is a department of the Ministry of Industry,
Tourism and Commerce for statistical purposes.  You must also declare
the ownership of any Shares in a foreign company (including Shares acquired
under the Plan) with the Directorate of Foreign Transactions each January while
the Shares are owned.  In addition, the sale of Shares must be
declared to the DGCI within one month after the sale.

      


      When
receiving foreign currency payments derived from the ownership of Shares (i.e., dividends or sale
proceeds), you must inform the financial institution receiving the payment of
the basis upon which such payment is made.  You will need to provide
the following information:  (i) your name, address, and tax
identification number; (ii) the name and corporate domicile of the Company;
(iii) the amount of the payment and the currency used; (iv) the country of
origin; (v) the reasons for the payment; and (vi) any further information that
may be required.

      


      


      SWEDEN

      


      There are
no country-specific provisions.

      


      


      UNITED ARAB
EMIRATES

      


      There are
no country-specific provisions.

      


      


      UNITED
KINGDOM

      


      Terms
and Conditions

      


      Vesting.  This
provision supplements Section 1 of the Agreement:

      


      The grant
of the Award does not provide any right for you to receive a cash payment and
the Vested Units will be settled in Shares only.

      


      Responsibility for
Taxes.  The following provision supplements Section 8 of the
Agreement:

      


      If
payment or withholding of the Tax-Related Items (including the Employer’s
Liability, as defined below) is not made within ninety (90) days of the event
giving rise to the Tax-Related Items (the “Due
Date”) or such other period specified in Section 222(1)(c) of the U.K.
Income Tax (Earnings and Pensions) Act 2003, the amount of any uncollected
Tax-Related Items will constitute a loan owed by you to the Employer, effective
on the Due Date.  You agree that the loan will bear interest at the
then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”),
it will be immediately due and repayable, and the Company or the Employer may
recover it at any time thereafter by any of the means referred to in Section 8.2
of the Agreement.  Notwithstanding the foregoing, if you are a
director or executive officer of the Company (within the meaning of Section
13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you will not
be eligible for such a loan to cover the Tax-Related Items.  In the
event that you are a director or executive officer and the Tax-Related Items are
not collected from or paid by you by the Due Date, the amount of any uncollected
Tax-Related Items will constitute a benefit to you on which additional income
tax and national insurance contributions (including the Employer’s Liability, as
defined below) will be payable.  You acknowledge that the Company or
the Employer may recover such amounts from you by any of the means referred to
in Section 8.2 of the Agreement.  However, you are also responsible
for reporting and paying any income tax and national insurance contributions
(including the Employer’s Liability, as defined below) due on this additional
benefit directly to HMRC under the self-assessment regime.

      


      Joint Election.  As
a condition of your participation in the Plan, you agree to accept any liability
for secondary Class 1 national insurance contributions (the “Employer’s
Liability”) which may be payable by the Company and/or the
Employer in connection with the Award and any event giving rise to
Tax-Related Items.  To accomplish the foregoing, you agree to execute the
following joint election with the Company (the “Joint
Election”), the form of such Joint Election being formally approved by
HMRC, and any other consent or elections required to accomplish the transfer of
the Employer’s Liability to you.  You further agree to execute such
other joint elections as may be required between yourself and any successor to
the Company and/or the Employer.  You further agree that the Company
and/or the Employer may collect the Employer’s Liability by any of the means set
forth in Section 8.2 of the Agreement.

      


      If you do
not enter into a Joint Election prior to vesting of the Award or any other event
giving rise to Tax-Related Items, you will forfeit the Units and any benefits in
connection with the Award, and any Shares that have been issued will be returned
to the Company at no cost to the Company, without any liability to the Company
and/or the Employer.

      


      
 


      
        
           


        

        
           


          
          

        

        
           


        

      


      ITRON,
INC.

       

      AMENDED
AND RESTATED 2000 STOCK INCENTIVE PLAN

      
 

      
        
          
            	
                    Important
      Note on the Joint Election to Transfer

                    Employer
      National Insurance
Contributions

                  


          




      

      As
a condition of participation in the Itron, Inc. Amended and Restated 2000 Stock
Incentive Plan (the “Plan”) and the vesting of the restricted stock unit award
(the “Award”) that has been granted to you by Itron, Inc. (the “Company”), you
are required to enter into a joint election to transfer to you any liability for
employer national insurance contributions (the “Employer’s Liability”) that may
arise in connection with the Award, or in connection with future restricted
stock unit awards, granted to you by the Company under the Plan (the “Joint
Election”).

       

      If
you do not agree to enter into the Joint Election, the Award will be worthless,
as (under the terms of the Restricted Stock Unit Award Agreement), you will not
be able to vest in the Award or receive any benefit in connection with the
Award.

       

      By
entering into the Joint Election:

       

      
        	
                l  

              	
                you
      agree that any Employer’s Liability that may arise in connection with or
      pursuant to the vesting of the Award (and the acquisition of shares of the
      Company’s common stock) or other taxable events in connection with the
      Award will be transferred to you;
and

              


      

      
        	
                l  

              	
                you
      authorise the Company and/or your employer to recover an amount sufficient
      to cover this liability by any method set forth in the Restricted Stock
      Unit Award Agreement and/or the Joint
Election.

              


      

      


       

      Indicating your acceptance of the
Restricted Stock Unit Award Agreement indicates your
agreement to be bound by the terms of the Joint Election.

       

      


      Please
read the terms of the Joint Election carefully before

      accepting
the Restricted Stock Unit Award Agreement

      and
the Joint Election.

      


      Please
print and keep a copy of the Joint Election

      for
your records.


      
        
           


        

        
           


          
          

        

        
           


        

      


      ITRON,
INC.

      AMENDED
AND RESTATED 2000 STOCK INCENTIVE PLAN

      


      Restricted
Stock Units

      for
Employees in the United Kingdom

      


      FORM OF ELECTION TO TRANSFER
THE EMPLOYER’S SECONDARY

      CLASS 1 NATIONAL INSURANCE
LIABILITY TO THE EMPLOYEE

      


      
        	
                1.

              	
                Parties

              


      

      


       

      This
Election is between:

       

      
        	
                 
      

              	
                (A)

              	
                You,
      the individual who has obtained access to this Election (the “Employee”),
      who is employed by one of the employing companies listed in the attached
      schedule (the “Employer”),
      and who is eligible to receive a restricted stock unit award pursuant to
      the terms and conditions of the Itron, Inc. Amended and Restated 2000
      Stock Incentive Plan (the “Plan”),
      and

              


      

       

      
        	
                 
      

              	
                (B)

              	
                Itron,
      Inc. of 2111 N. Molter Road, Lake Liberty, Washington 99019, U.S.A. (the
      “Company”)
      which may grant restricted stock unit awards under the Plan and is
      entering this Election on behalf of the
  Employer.

              


      

       

      
        	
                2.

              	
                Purpose of
      Election

              


      

      


      
        	
                 
      

              	
                2.1

              	
                This
      Election relates to the Employer’s secondary Class 1 national insurance
      contributions (the “Employer’s
      Liability”) which may arise on the occurrence of a "Taxable
      Event" pursuant to paragraph 3B(1A) of Schedule 1 of the Social
      Security Contributions and Benefits Act 1992, including but not limited
      to:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      acquisition of securities pursuant to the restricted stock unit award
      (pursuant to section 477(3)(a) ITEPA);
and/or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      assignment or release of the restricted stock unit award in return for
      consideration (pursuant to section 477(3)(b) ITEPA);
  and/or

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                the
      receipt of a benefit in connection with the restricted stock unit award
      other than a benefit within (i) or (ii) above (pursuant to section
      477(3)(c) ITEPA).

              


      

       

      In this
Election, ITEPA means the Income Tax (Earnings and Pensions) Act
2003.

       

      
        	
                 
      

              	
                2.2

              	
                This
      Election is made in accordance with paragraph 3B(1) of Schedule 1 to the
      Social Security Contributions and Benefits Act
  1992.

              


      

      


      
        	
                 
      

              	
                2.3

              	
                This
      Election applies to all restricted stock unit awards granted to the
      Employee under the Plan, on or after 8 August 2007 up to the termination
      date of the Plan.

              


      

      


      
        	
                 
      

              	
                2.4

              	
                This
      Election does not apply in relation to any liability, or any part of
      any liability, arising as a result of regulations being given
      retrospective effect by virtue of section 4B(2) of either the Social
      Security Contributions and Benefits Act 1992, or the Social Security
      Contributions and Benefits (Northern Ireland) Act
  1992.

              


      

      


      
        	
                 
      

              	
                2.5

              	
                This
      Election will not apply to the extent that it relates to relevant
      employment income which is employment income of the earner by virtue of
      Chapter 3A of Part 7 of ITEPA 2003 (employment income: securities with
      artificially depressed market
value).

              


      

      


      
        	
                3.

              	
                The
      Election

              


      

      


      The
Employee and the Company jointly elect that the entire liability of the Employer
to pay the Employer’s Liability on the Taxable Event is hereby transferred to
the Employee.  The Employee understands that by clicking on the
acceptance of the Restricted Stock Unit Award button where indicated, he or she
will become personally liable for the Employer’s Liability covered by this
Election.

      


      
        	
                4.

              	
                Payment of the
      Employer’s Liability

              


      

      


      
        	
                 
      

              	
                4.1

              	
                Notwithstanding
      that pursuant to this Election, the Employer’s Liability is transferred to
      the Employee, the Employee authorises the Employer and the Employer
      agrees, to remit the Employer’s Liability to Her Majesty’s Revenue and
      Customs (“HMRC”)
      on behalf of the Employee.  The Employee agrees to pay to the
      Employer the Employer’s Liability on demand at any time on or after the
      Taxable Event.

              


      

      


      
        	
                 
      

              	
                4.2

              	
                Without
      limitation to Clause 4.1 above, the Employee hereby authorises the Company
      and/or the Employer to collect the Employer’s Liability from the Employee
      at any time on or after the Taxable
Event:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                by
      deduction from salary or any other payment payable to the Employee at any
      time on or after the date of the Taxable Event;
  and/or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                directly
      from the Employee by payment in cash or cleared funds;
    and/or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                by
      arranging, on behalf of the Employee, for the sale of some of the
      securities which the Employee is entitled to receive in respect of the
      restricted stock unit award; and/or

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                through
      any other method set forth in the Restricted Stock Unit Award Agreement
      entered into between the Employee and the
  Company.

              


      

       

      
        	
                 
      

              	
                4.3

              	
                The
      Company hereby reserves for itself and the Employer the right to withhold
      the transfer of any securities to the Employee until full payment of the
      Employer’s Liability is received.

              


      

      


      


      5.           Duration of
Election

      


      
        	
                 
      

              	
                5.1

              	
                The
      Employee and the Company agree to be bound by the terms of this Election
      regardless of whether the Employee is transferred abroad or is not
      employed by the UK Employer on the date on which the Employer’s Liability
      becomes due.

              


      

      


      5.2           This
Election will continue in effect until the earliest of the
following:

       

      
        	
                 
      

              	
                (i)

              	
                such
      time as both the Employee and the Company agree in writing that it should
      cease to have effect;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      date the Company serves written notice on the Employee terminating its
      effect;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      date HMRC withdraws approval of this Form of Election;
  or

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                the
      date the Election ceases to have effect in accordance with its terms in
      respect of any outstanding restricted stock unit awards granted under the
      Plan.

              


      

      


       

      Acceptance by the
Employee

       

      The
Employee acknowledges that by clicking on the acceptance of the Restricted Stock
Unit Award button where indicated, the Employee agrees to be bound by the terms
of this Election as stated above.

       

      
        	
                 
      

              	
                Acceptance by the
      Company

              


      

       

      The
Company acknowledges that by arranging for the scanned signature of an
authorised representative to appear on this Election, the Company agrees to be
bound by the terms of this Election as stated above.

       

      
        	
                  

              	
                 [INSERT SCANNED
  SIGNATURE]

              


      

       

      
        	
                  

              	
                [Name]

              


      

      
        	
                  

              	
                [Title]

              


      

      
        	
                  

              	
                Itron, Inc.

              


      

      
        	
                  

              	
                [Date]

              


      

      


      



      
        
           


        

        
           


          
          

        

        
           


        

      


      
        	
                 
      

              	
                Schedule
      to Form of Election – Employing
Companies

              


      

      


       

      The
Employing Companies to which this Form of Election relates are:

       

      
        	
                (1)

              	
                Itron
      Metering Solutions UK Limited

              


      

       

      
        	
                Registered
      Office:

              	
                Langer
      Road,

                Felixstowe,
      Suffolk, IP11 2ER

                United
      Kingdom

              
	
                Company
      Number:

              	
                04274515

              
	
                Corporation
      Tax District:

              	 
      
	
                Corporation
      Tax Reference:

              	 
      
	
                PAYE
      District:

              	 
      
	
                PAYE
      Reference:

              	 
      


      

      



      
        
           


        

        
           


          
          

        

        
           


        

      


      UNITED
STATES

      


      
        	
                 

                There
      are no country-specific
provisions.