exhibit_10-6.htm


    Exhibit 10.6


    
      


       

      


    

    
      ITRON,
INC.

    

    
      AMENDED
AND RESTATED 2000 STOCK INCENTIVE PLAN

       

       

      STOCK
OPTION GRANT NOTICE

       

      


       

      


    

    


     

    Itron,
Inc. (the "Company") hereby grants to Participant an option (the "Option") to
purchase shares of the Company's common stock.

    

      
        	
                Participant:

              	
                <<Name>>  <<SSN>>

              	 
      
	
                Grant
    Date:

              	
                <<Grant
      Date>>

              	 
      
	
                Number of Shares Subject to
      Option:

              	
                <<Option
      Granted>>

              	 
      
	
                Grant Price (per
      Share):

              	
                <<Grant
      Price>>

              	 
      
	
                Option Expiration
      Date:

              	
                <<Expiration
      Date>>

                 

              	 
      
	
                Type of
      Option:

              	
                <<Incentive
      Stock Option>>

                <<Nonqualified
      Stock Option>>

              
	
                Vesting and Exercisability
      Schedule:

              	
                33-1/3%
      of the Option will vest and become exercisable on the one-year anniversary
      of the Grant Date. An additional 33-1/3% of the Option will vest and
      become exercisable each year thereafter so that the entire Option will be
      fully vested and exercisable three years from the Grant Date.

                 

              


      

    

    


    
      	
              Additional
      Terms:  The Option is subject to all the terms and
      conditions set forth in this Stock Option Grant Notice (this "Grant
      Notice"), the Stock Option Agreement, and the Company's Amended and
      Restated 2000 Stock Incentive Plan (the "Plan"), which are attached to and
      incorporated into this Grant Notice in their entirety.

            
	 
      


    

    
      	 
      


    

    
      	
              <<Name>>

              I
      accept the Option subject to the terms and conditions stated
      herein.

              <<electronically
      signed>>____________________                                                              

               

            
	 
      
	
              Attachments:

              1.  Stock
      Option Agreement

              2.  2000
      Stock Incentive Plan

              3.  Plan
      Prospectus

            


    

     

    

      
        
           


        

        
           


          
          

        

        
           


        

      


      
        	
                ITRON,
      INC.

              
	
                AMENDED
      AND RESTATED 2000 STOCK INCENTIVE
PLAN

              


      

      
        	
                 

                STOCK
      OPTION AGREEMENT

              
	 
      


      

       

      Pursuant
to your Stock Option Grant Notice (the "Grant Notice"), Itron,
Inc. (the "Company") has granted you an Option (the "Option") under its Amended
and Restated 2000 Stock
Incentive Plan (the "Plan") to purchase the number of shares of the Company's
common stock (the "Shares") indicated in your Grant Notice at the price (the
"Grant Price") indicated in your Grant Notice.  Capitalized terms not
expressly defined in this Stock Option Agreement or the Grant Notice have the
same definitions as in the Plan.

       

      The
details of the Option are as follows:

       

      1.     Vesting and
Exercisability.  Subject to the limitations contained herein,
the Option will vest and become exercisable as provided in your Grant
Notice.

       

      2.     Securities Law Compliance.  At
the present time, the Company has an effective registration statement on file
with the U.S. Securities and Exchange Commission with respect to the
Shares.  The Company intends to maintain this registration but has no
obligation to do so.  In the event that such registration ceases to be
effective, you will not be able to exercise the Option unless exemptions from
registration under U.S. federal and state (and, where applicable, foreign)
securities laws are available, which exemptions from registration are very
limited and might be unavailable.  The exercise of the Option must
also comply with other applicable laws and regulations governing the Option, and
you may not exercise the Option if the Company determines that such exercise
would not be in material compliance with such laws and
regulations.  In addition, you agree not to sell any of the Shares
received under this Option at a time when applicable laws or Company policies
prohibit a sale.

       

      3.     Type of
Option.  Your Grant Notice specifies the type of Option granted
to you, which may be an Incentive Stock Option or a Nonqualified Stock Option,
or both.  Of the total number of options granted to you, the number of
Incentive Stock Options shall be determined in accordance with the limits set
forth in the Code and related regulations.  Incentive Stock Options
are governed by the Code and related regulations as described
below:

       

      
        	
                 
      

              	
                (a)

              	
                Incentive Stock Option
      Qualification.  If all or a
      portion of the Option is intended to qualify as an Incentive Stock Option
      under U.S. federal income tax law, the Company does not represent or
      guarantee that the Option qualifies as
such.

              


      

       

      If the
aggregate Fair Market Value (determined as of the Grant Date) of the Shares
subject to the Option and all other Incentive Stock Options you hold that first
become exercisable during any calendar year exceeds $100,000, any excess portion
will be treated as a Nonqualified Stock Option, unless the rules and regulations
governing the $100,000 limit for Incentive Stock Options are
amended.  A portion of the Option may be treated as a Nonqualified
Stock Option if certain events cause exercisability of the Option to
accelerate.

       

      
        	
                 
      

              	
                (b)

              	
                Notice of
      Disqualifying Disposition.  To obtain certain tax
      benefits afforded to Incentive Stock Options, you must hold the Shares
      issued upon the exercise of the Option for two years after the Grant Date
      and one year after the date of exercise.  You may be subject to
      the alternative minimum tax at the time of
  exercise.

              


      

       

      By
accepting the Incentive Stock Option, you agree to promptly notify the Company
if you dispose of any of the Shares within one year from the date you exercise
all or part of your Option or within two years from the Grant Date.

       

      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 Shares underlying the Option.  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 Option and the acquisition or disposition of any Shares to be
issued pursuant to the exercise of the Option in light of your specific
situation or had the opportunity to consult with such advisors but chose not to
do so.

       

      4.     Method of
Exercise.  You may exercise the Option upon notice and payment
of the Grant Price by any of the following methods, unless disallowed by
law:

       

      (a)           broker
assisted exercise; or

       

      (b)           Shares
already owned by you.

       

      You may elect to receive the proceeds
of the exercise in either cash or Shares; provided,
however, that if your Option is an Incentive Stock Option and you take
the proceeds of its exercise in cash, you may not receive the benefit of the
intended tax treatment of your Incentive Stock Option, as explained above in
Section 3(b).

       

      5.     Term of Option. This Option shall expire
ten years from the Grant Date thereof, but shall be subject to earlier
termination as follows:

      
        	
                 

                (a)          
      Unvested
      Options.  In the event you cease to be an employee
      of the Company or a Related Corporation for any reason, the unvested
      portion of the Option shall terminate
  immediately.

              


      

      
        	
                 

                (b)           Vested
      Options.

              


      

      
        	
                 

                (i)           Termination of
      Employment.  In the event you cease to be an
      employee of the Company or a Related Corporation for any reason other than
      death, Disability, Retirement (as defined below) or Cause, the vested
      portion of the Option shall remain exercisable until the earlier of (A) 90
      days after the date you cease to be an employee of the Company or a
      Related Corporation or (B) the date on which the Option expires by its
      terms.

                 

              
	
                (ii)           Death or
      Disability.  In the event of your death or
      Disability while an employee of the Company or a Related Corporation, the
      vested portion of the Option shall remain exercisable until the earlier of
      (A) one year following the date of death or Disability or (B) the date on
      which the Option expires by its terms.  Upon death, the
      exercisable portion of the Option may be exercised by the personal
      representative of your estate, the person(s) to whom your rights under the
      Option have passed by will or the applicable laws of descent and
      distribution, or the beneficiary you have designated pursuant to the
      Plan.

                 

              
	
                (iii)           Retirement.  In the event
      you cease to be an employee of the Company or a Related Corporation due to
      Retirement, the vested portion of the Option shall remain exercisable
      until the earlier of (A) three years following the date of Retirement or
      (B) the date on which the Option expires by its terms.  For
      purposes of this Stock Option Agreement, “Retirement” means retirement on
      or after the earlier of (i) age 65 or (ii) age 55 plus ten years of
      employment with the Company and/or a Related
  Corporation.

              


      

       

      (iv)           Cause.  The
unvested and vested portion of the Option will automatically expire at the time
the Company first notifies you of your termination of employment for Cause,
unless the Plan Administrator determines otherwise.  If your
employment relationship is suspended pending an investigation of whether you
will be terminated for Cause, all your rights under the Option likewise will be
suspended during the period of investigation.  If any facts that would
constitute termination for Cause are discovered after your termination of
employment, any Option you then hold may be immediately terminated by the Plan
Administrator.

       

      Notwithstanding
anything to the contrary contained herein, if your Option is an Incentive Stock
Option and assuming it does not otherwise expire by its terms, to qualify for
the beneficial tax treatment afforded Incentive Stock Options, your Option must
be exercised within (i) three months after termination of employment for reasons
other than death or Disability, and (ii) one year after termination of
employment due to death or Disability.

       

      It is your responsibility to
be aware of the date the Option terminates.

       

      6.    
Limited
Transferability.  During your lifetime only you can exercise
the Option.  The Option is not transferable except by will or by the
applicable laws of descent and distribution, except to the extent permitted by
the Plan Administrator.  The Plan provides for exercise of the Option
by a beneficiary designated on a Company-approved form or the personal
representative of your estate.

       

      7.    
Withholding Taxes. Regardless of any action
the Company (or your employer, if different) takes with respect to any and all
income or withholding tax (including federal, state, local and non-U.S. tax),
social insurance, payroll tax 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, if any, actually withheld
by the Company.  You further acknowledge that the Company (a) makes no
representations or undertakings regarding the treatment of any Tax-Related Items
in connection with any aspect of the Option, including the grant, vesting or
exercise of the Option, the subsequent sale of Shares acquired pursuant to such
exercise and the receipt of any dividends; and (b) does not commit to and is
under no obligation to structure the terms of the grant or any aspect of this
Option 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 taxable
or tax withholding event, as applicable, you acknowledge that the Company may be
required to withhold or account for Tax-Related Items in more than one
jurisdiction.

       

      Prior to
any relevant taxable or tax withholding event, as applicable, you shall pay or
make adequate arrangements satisfactory to the Company to satisfy all
Tax-Related Items.  In this regard, you authorize the Company or its
agent, at the Company’s discretion, to satisfy the obligations with regard to
all Tax-Related Items by one or a combination of the following
methods:

       

      
        	
                ·  

              	
                withholding
      from wages or other cash compensation otherwise payable to you by the
      Company, and/or

              


      

       

      
        	
                ·  

              	
                withholding
      from the proceeds of the sale of Shares acquired upon exercise of the
      Option, either through a voluntary sale or through a mandatory sale
      arranged by the Company (on your behalf pursuant to this authorization;
      and/or

              


      

       

      
        	
                ·  

              	
                withholding
      in Shares to be issued upon exercise of the
  Option.

              


      

       

      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
exercised portion of the Option, 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 honor the exercise and refuse to deliver the Shares if you
fail to comply with your obligations in connection with the Tax-Related Items as
described in this section.

       

      8.     
Section
409A.  The Company reserves the right, to the extent the
Company deems necessary or advisable in its sole discretion, to unilaterally
amend or modify the Plan, this Stock Option Agreement or the Grant Notice or
adopt other policies and procedures (including amendments, policies and
procedures with retroactive effect), or take any other actions, as the Plan
Administrator determines are necessary or appropriate to ensure that this Option
qualifies for exemption from, or complies with the requirements of, Section 409A
of the Code; provided, however, that the Company makes no representation that
the Option will be exempt from or will comply with, Section 409A of the Code,
and makes no undertaking to preclude Section 409A of the Code from applying to
the Option or to ensure that it complies with Section 409A of the
Code.

       

      9.    
Option Not an Employment or
Service Contract.  Nothing in the Plan or any award under the
Plan will be deemed to be an employment contract or limit in any way the right
of the Company to terminate your employment at any time, with or without
cause.

       

      10.    Successors and
Assigns.  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.

       

      11.   
Data
Privacy.  You hereby explicitly and unambiguously consent to
the collection, use and transfer, in electronic or other form, of your personal
data as described in the Grant Notice by and among, as applicable, the Company
and its Related Corporations and any stock plan service provider, including any
designated broker, that may assist the Company with the Plan (presently or in
the future) for the exclusive purpose of implementing, administering and
managing your participation in the Plan.

       

      12.   
Electronic Delivery and
Participation.  The Company may, in its sole
discretion, decide to deliver any documents related to current or future
participation in the Plan by electronic means.  You hereby consent to
receive such documents by electronic delivery and agree to participate in the
Plan through an on-line or electronic system established and maintained by the
Company or a third party designated by the Company.

       

      13.   
Imposition of Other
Requirements.  If you relocate to another country, any special
terms and conditions applicable to stock options 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
Option 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.

       

      14.   
Governing Law and Choice of
Venue.  The Option 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.   
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.

       

      16.   
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