exhibit_10-5.htm


    
      Exhibit
10.5



    
      	
               

              ITRON,
      INC.

            


    

    
      	
              AMENDED
      AND RESTATED 2000 STOCK INCENTIVE PLAN

            
	 
      
	
              RESTRICTED
      STOCK UNIT AWARD NOTICE

            
	
              FOR
      PARTICIPANTS IN 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
      Appendix A (the “Agreement”),
      the Itron, Inc. Amended and Restated 2000 Stock Incentive Plan (the “U.S.
      Plan”) and the Rules of the Itron, Inc. 2000 Stock Incentive Plan
      for the Grant of Restricted Stock Units to Participants in France (the
      “French RSU
      Plan” and together with the U.S. 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 in full on the second anniversary of the Date of Grant
      (the "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.

              
	 
      


      

      
        	
                By
      signing and returning this Award Notice and Agreement providing for the
      terms and conditions of my grant, I confirm having read and understood the
      documents relating to this grant (the Restricted Stock Unit Award
      Agreement, the U.S. Plan, the French RSU Plan and the U.S. Plan
      Prospectus) which were provided to me in English language.  I
      accept the terms of those documents accordingly.

                 

              


      

      En
signant et renvoyant la présente Notice d’Attribution et le Contrat décrivant
les termes et conditions de mon attribution, je confirme ainsi avoir lu et
compris les documents relatifs à cette attribution (le Contrat d’Attribution
d’Actions Gratuites, le Plan Américain, le Sous-Plan pour la France et le
Prospectus Américain) qui m’ont été communiqués en langue
anglaise.  J’en accepte les termes en connaissance de
cause.

    

    
      

        
          	
                  «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 Appendix A

        2. U.S.
Plan

        3. French
RSU Plan

        4. U.S.
Plan Prospectus

         


        
          
             


          

          
             


            
            

          

          
             


          

        


        
          	
                  ITRON,
      INC.

                
	
                  AMENDED
      AND RESTATED 2000 STOCK INCENTIVE
PLAN

                


        

        
          	
                   

                  RESTRICTED
      STOCK UNIT AWARD AGREEMENT

                


        

        
          	
                  FOR
      PARTICIPANTS IN FRANCE

                


        

        
          	 
      


        

        
          	
                  Pursuant
      to your Restricted Stock Unit Award Notice (the “Award
      Notice”) and this Restricted Stock Unit Award Agreement (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 “U.S.
      Plan”)
      and the Rules of the Itron, Inc. 2000 Stock Incentive Plan for the Grant
      of Restricted Stock Units to Participants in France (the “French RSU
      Plan” and together with the U.S. 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
      Award is intended to qualify for the favorable tax and social security
      treatment in France applicable to shares granted for no consideration
      under Sections L. 225-197-1 to L. 225-197-6 of the French Commercial Code,
      as amended.  However, certain events may affect the qualified
      status of the Award and the Company does not make any undertaking or
      representation to maintain the qualified status of the
      Award.  If the Award does not retain its qualified status, the
      favorable tax and social security treatment will not apply and you will be
      required to pay your portion of social security contributions resulting
      from the Award.

                   

                


        

        
          	
                  Moreover,
      if you relocate to another country, any special terms and conditions
      applicable to restricted stock unit awards granted in 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.

                   

                


        

        
          	
                  In
      addition, the Company reserves the right to impose other requirements on
      the Award and 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.

                   

                


        

        
          	
                  The
      details of the Award are as follows:

                   

                


        

        
          	
                  1.  

                	
                  Vesting
      and Settlement

                


        

         

        
          	
                  The
      Award will vest according to the vesting schedule set forth in the Award
      Notice (the “Vesting
      Schedule”). 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 3 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”).

                   

                
	
                  Unless
      otherwise provided in this Agreement, as soon as practicable after the
      Vesting Date, the Company will settle the Vested Units by issuing to you
      one Share for each Vested Unit, subject to the provisions of Section 6
      below.

                   

                


        

        
          	
                  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 of Control in
      Appendix A, your Award will remain unaffected.  In the
      event of a Change of Control as defined in Appendix A, any Unvested
      Units will accelerate in vesting and become Vested Units immediately prior
      to such transaction.

                   

                


        

        
          	
                  3.  

                	
                  Termination
      of Employment

                


        

         

        
          	
                  If
      your employment terminates during the Units' vesting period by reason of
      death, the Units will become transferable to your heirs.  The
      Company will issue the Shares subject to the Units to your heirs upon
      their request, provided they contact the Company with such a request
      within six (6) months following your death.  If your heirs do
      not request the issuance of the Shares within six (6) months of your
      death, the Units will be forfeited to the Company.

                   

                
	
                  If
      your employment terminates during the Units' vesting period for any reason
      other than death, any Unvested Units will be forfeited to the
      Company.

                   

                


        

        
          	
                  4.  

                	
                  No
      Rights as Shareholder

                


        

         

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

                   

                


        

        
          	
                  5.  

                	
                  Transferability
      of Units

                


        

         

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

                   

                


        

        
          	
                  6.  

                	
                  Transferability
      of Shares

                


        

         

        6.1 Holding
Period

         

        You are
required to hold the Shares issued pursuant to the vesting of the Units for two
years as measured from the Vesting Date or such other period as is required to
comply with the minimum mandatory holding period applicable to Shares underlying
French-qualified Restricted Stock Units (the “Holding
Period”), even if you are no longer an employee or corporate officer, as
applicable, of a French Entity. As from the end of the Holding Period, the
corresponding Shares shall be freely transferable, subject to applicable legal
and regulatory provisions in force and in particular to the provisions of
Section 6.2 below.

         

        This
Holding Period requirement shall not apply to your heirs should they acquire
Shares under the Plan pursuant to Section 3 above nor shall it apply if you
terminate employment due to Disability (as defined in the French RSU
Plan).

         

        6.2 Closed
Period

         

        As long
as the Award and the Shares issued upon vesting of the Units maintain their
qualified status and to the extent such restriction is applicable under French
law, the Shares may not be sold during a Closed Period (as defined in the French
RSU Plan).

         

        This
Closed Period restriction shall not apply to your heirs should they acquire
Shares under the Plan pursuant to Section 3 above nor shall it apply if you
terminate employment due to Disability (as defined in the French RSU
Plan).

         

        6.3 Shareholding
Restrictions

         

        If you
qualify as a managing corporate officer (i.e., “mandataires sociaux,” Président du Conseil
d’Administration, Directeur Général, Directeur Général Délégué, Membre du
Directoire, Gérant de Sociétés par actions), or have a comparable
position in any company of the Itron group of companies including at the
Company, and you are subject to shareholding restrictions under French law, you
must hold 20% of the Shares issued upon vesting of the Units and you may not
sell such Shares until you cease to serve as a managing corporate officer (or
cease to have a comparable position as described herein), if required under
French law.

         

        6.4 Compliance
with Transfer Restrictions

         

        To ensure
compliance with the restrictions on the transfer of Shares described in Sections
6.1, 6.2 and 6.3. above, the Company may require that the Shares be held with
Fidelity or any brokerage firm designated by the Company (or according to any
procedure implemented by the Company) until such Shares are sold.

         

        
          	
                  7.  

                	
                  Securities
      Law Compliance

                


        

         

        7.1 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.

         

        7.2 You
hereby agree that you will in no event sell or distribute all or any part of 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.

         

        7.3 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.

         

        7.4 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.

         

        
          	
                  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 and/or social insurance contribution result.  Further,
if you have become subject to tax and/or social insurance contributions in more
than one jurisdiction between the Date of Grant 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.

         

        9.2 Prior to
any relevant taxable or tax and/or social insurance contribution 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, within legal
      limits; and/or

                


        

         

        
          	
                  (iii)  

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

                


        

         

        (c) If the
amount withheld is greater than the actual Tax-Related Items, the difference
will be refunded to you as soon as practicable.  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 and/or social insurance
contribution 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 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;

         

        (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 France.  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 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.

         

        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  99019

                


        

        
          	
                  USA

                   

                


        

        
          
            
            

          

          
            
            

            
            

          

          
            
            

          

        

        
          	 
      


        

        
          	
                  APPENDIX
      A

                
	 
      
	
                  ITRON,
      INC.

                
	
                  AMENDED
      AND RESTATED 2000 STOCK INCENTIVE PLAN

                
	 
      
	
                  RESTRICTED
      STOCK UNIT AWARD AGREEMENT

                
	
                  FOR
      PARTICIPANTS IN 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 occur 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.