exhibit_10-2.htm


    
      Exhibit 10.2

      
        	
                 

                ITRON,
      INC.

              


      

      
        	
                AMENDED
      AND RESTATED 2000 STOCK INCENTIVE PLAN

                 

              


      

      
        	
                LONG
      TERM PERFORMANCE

              


      

      
        	
                RESTRICTED
      STOCK UNIT AWARD NOTICE

              
	
                FOR
      INTERNATIONAL PARTICIPANTS (EXCLUDING FRANCE)

              
	 
      
	 
      


      

      
        	
                 

                Itron,
      Inc. (the “Company”)
      hereby grants to Participant a performance restricted stock unit award
      (the “Award”).  The
      Award is subject to all the terms and conditions set forth in this
      Performance Restricted Stock Unit Award Notice (the “Award
      Notice”), the Performance Restricted Stock Unit Award Agreement,
      including Appendices A, B and C (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»

               

            
	
              Performance
      Period:

            	
              January
      1, 2010 to December 31, 2010

            
	 
      	 
      
	
              Number
      of Performance Restricted Stock Units (“PSUs”):

            	
              The
      actual number of PSUs that become eligible for vesting according to the
      Vesting Schedule below shall be determined based on the attainment of the
      2010 Performance Goals specified in Appendix A, as assessed by the Plan
      Administrator as soon as reasonably practicable after the end of the
      Performance Period.

               

            	 
      
	 
      	
              The
      minimum number of PSUs is zero (0).

               

            	 
      
	 
      	
              The
      target number of PSUs is: «# of Units»

               

            	 
      
	 
      	
              The
      maximum number of PSUs is: «# of Units»

               

            	 
      
	
              Vesting Schedule:

            	
              The
      actual number of PSUs that become eligible for vesting based on the
      attainment of the 2010 Performance Goals shall vest in three equal
      installments on January 1, 2012, January 1, 2013 and January 1, 2014
      (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.
Performance Restricted Stock Unit Award Agreement, including Appendices A, B and
C

      2. 2000
Stock Incentive Plan

      3. Plan
Prospectus

       


      
        
           


        

        
           


          
          

        

        
           


        

      


      


      
        	
                ITRON,
      INC.

              


      

      
        	
                AMENDED
      AND RESTATED 2000 STOCK INCENTIVE
PLAN

              


      

      
        	
                LONG
      TERM PERFORMANCE

              
	
                RESTRICTED
      STOCK UNIT AWARD AGREEMENT

              
	
                FOR
      INTERNATIONAL PARTICIPANTS (EXCLUDING FRANCE)

              
	 
      
	 
      


      

      
        	 
      


      

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

                 

              


      

      
        	
                The
      details of the Award are as follows:

                 

              


      

      1. Number
of Units Subject to Award

       

      
        	
                This
      Award is a performance based award which is based on targets set by the
      Plan Administrator at the beginning of the performance year (calendar year
      2010 in this case) (the “Performance
      Period”).  Performance goals are set forth in
      Appendix A along with your target number of Units for the Performance
      Period.  At the end of the Performance Period, the Plan
      Administrator shall determine the number of Units that are eligible for
      vesting under the Award.  The Plan Administrator will
      communicate this number to you as soon as practicable after the end of the
      Performance Period.  The Units will vest in accordance with
      Section 2 below.

                 

              


      

      2. Vesting

       

      
        	
                The
      Award will vest to the extent the performance goals set forth in
      Appendix A are attained as determined by the Plan Administrator and
      according to the vesting schedule set forth in the Award Notice (the
      “Vesting
      Schedule”). One share of
      Common Stock will be issuable for each performance restricted stock unit
      that vests.  Performance 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.”  Performance Restricted Stock Units that have not
      vested and remain subject to forfeiture under the Vesting Schedule are
      referred to herein as “Unvested
      Units.”  The Unvested and Vested Units are collectively
      referred to herein as the “Units.”  The
      Award will terminate and the Unvested Units will be subject to forfeiture
      upon termination of your employment as set forth in
      Section 3.1.

                 

              


      

      3. Termination
of Employment; Corporate Transaction

       

      
        	
                3.1           Termination
      of Employment

              


      

      
        	
                Except
      as provided in Section 3.2 below, if your employment terminates during the
      Performance Period by reason of (a) death or (b) Disability, the number of
      Units that become eligible for vesting according to the Vesting Schedule
      (based on the attainment of the performance goals as assessed after the
      end of the Performance Period) shall be pro-rated based on the number of
      calendar days of employment with the Company or a Related Corporation
      during the Performance Period (rounded down to the nearest whole number)
      and such Units shall vest as of the date of termination but shall be
      settled in accordance with Section 4 below.

                 

              
	
                Except
      as provided in Section 3.2 below, if your employment terminates during the
      three-year vesting period following the Performance Period by reason of
      (a) death or (b) Disability, the Unvested Units shall vest as of the date
      of termination but shall be settled in accordance with Section 4
      below.

                 

              
	
                If
      your employment terminates for any other reason, any Unvested Units will
      be forfeited upon termination of your employment.

                 

              
	
                Subject
      to Section 9.1 below, the Company may cause the Unvested Units to vest
      with respect to such number of Units as may be necessary to satisfy any
      Tax-Related Items (as defined in Section 9.1 below) that may arise prior
      to the date the Units are settled in accordance with Section 4
      below.

                 

              
	
                3.2           Corporate
      Transaction/Change of Control

              
	
                In
      the event of a Corporate Transaction (including a Related Party
      Transaction) during the Performance Period or during the three-year
      vesting period following the Performance Period that does not meet the
      definition of a Change in Control set forth in Appendix B, your Award
      will remain unaffected.  In the event of a Change in Control (as
      defined in Appendix B) during the Performance Period, the number of
      PSUs subject to the Award shall be the greater of (a) the target number of
      PSUs subject to the Award or (b) the actual number of PSUs subject to the
      Award as determined based on the attainment of the performance goals if
      the Plan Administrator determines that the attainment of the performance
      goals may be determined as of the date of the Change in Control, pro-rated
      based on the portion of the Performance Period that has elapsed between
      the Award Date and the date of the Change in Control.

                 

              
	
                In
      the event of a Change in Control (as defined in Appendix B) during
      the three-year vesting period following the Performance Period, any
      Unvested Units will accelerate in vesting and become Vested Units
      immediately prior to such Change in Control.

                 

              


      

      4. Settlement
of Vested Units.

       

      
        	
                Vested
      Units shall be settled within thirty (30) days following the applicable
      Vest Date(s) set forth in the Award Notice, or, if earlier, upon the
      earlier of (a) a date within thirty (30) days following your death or (b)
      a date within five (5) days of a Change in Control, provided that, in the
      case of U.S. taxpayers, if the Units or settlement of the Units constitute
      an item of deferred compensation under Section 409A of the Code and the
      Change in Control does not constitute a “change in control event” within
      the meaning of Section 409A of the Code, the Vested Units shall be settled
      on the earlier of the applicable Vest Date(s) set forth in the Award
      Notice or a date within thirty (30) days following your
death.

                 

              


      

      5. Securities
Law Compliance

       

      5.1 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.

       

      5.2 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.

       

      5.3 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.

       

      5.4 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.

       

      6. Transfer
Restrictions

       

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

                 

              


      

      7. No
Rights as Shareholder

       

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

                 

              


      

      8. 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.

                 

              


      

      9. Responsibility
for Taxes

       

      9.1 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.  Notwithstanding anything to the
contrary in this Section 9.1, the right of the Company or the Employer to
withhold any Tax-Related Items for any portion of the Award that is considered
deferred compensation subject to Code Section 409A shall be limited to the
minimum amount permitted to avoid a prohibited acceleration under Section 409A
of the Code.

       

      9.2 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 9.2(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.

       

      9.3 You
acknowledge that the authorization and instruction to the Agent set forth in
Section 9.2(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 9.2(a)(i) and this 10b5-1 Plan.

       

      10. 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 performance restricted stock units, or
benefits in lieu of performance restricted stock units, even if performance
restricted stock units have been granted repeatedly in the past;

       

      (c) all
decisions with respect to future grants of performance 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.

       

      11. 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.

       

      12. 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.

                 

              


      

      13. 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.

       

      14. 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.

       

      15. General
Provisions

       

      15.1 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.

       

      15.2 Section 409A.  For
purposes of U.S. taxpayers, the Units and the settlement of the Units are
intended to either be exempt from Section 409A of the Code under the “short-term
deferral” exception or comply 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.

       

      15.3 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.

       

      15.4 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.

       

      15.5 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

              


      

      
        	 
      


      

      16. Appendix C

       

      Notwithstanding
any provisions in this Agreement, the Award shall be subject to any special
terms and conditions set forth in Appendix C to this Agreement for your
country (“Appendix C”).  Moreover,
if you relocate to one of the countries included in Appendix C, 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 C constitutes part of this
Agreement.

       

      17. 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

      


      [INSERT
2010 PERFORMANCE GOALS]

       

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

      
        	
                APPENDIX
      B

              
	 
      
	
                ITRON,
      INC.

              
	
                AMENDED
      AND RESTATED 2000 STOCK INCENTIVE PLAN

              
	 
      
	
                LONG
      TERM PERFORMANCE

              
	
                RESTRICTED
      STOCK UNIT AWARD AGREEMENT

              


      

      
        	
                FOR
      INTERNATIONAL 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 B, “Beneficial
Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange
Act.

       

      For
purposes of this Appendix B, “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 C

      


      ITRON,
INC.

      AMENDED
AND RESTATED 2000 STOCK INCENTIVE PLAN

      
        	
                 

                LONG
      TERM PERFORMANCE

              


      

      
        	
                RESTRICTED
      STOCK UNIT AWARD NOTICE

              
	
                FOR
      INTERNATIONAL PARTICIPANTS (EXCLUDING
FRANCE)

              


      

      


      


      


      Terms
and Conditions

      


      Appendix C
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 C 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 C 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.

      


      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.

      


      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.

      


      UNITED
KINGDOM

      


      Terms
and Conditions

      


      Vesting.  This
provision supplements Section 2 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 9 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 9.2
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 9.2 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 9.2 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: