Exhibit





Exhibit 10.1



FIRST AMENDMENT TO COOPERATION AGREEMENT
This FIRST AMENDMENT TO COOPERATION AGREEMENT (this “Amendment”) is made as of November 1, 2017 by and among Itron, Inc. (the “Company”) and the other persons and entities listed on Annex A attached hereto (the “Current Group”) (each of the Company and the Current Group, a “Party” to this Amendment, and collectively, the “Parties”).
RECITALS
WHEREAS, the Parties are parties to that certain Cooperation Agreement, dated as of December 9, 2015 (the “Agreement”);
WHEREAS, Coppersmith Value Partners II, LP, Coppersmith Capital Partners, LLC and Coppersmith Capital Management, LLC (collectively, the “Coppersmith Entities”) and Craig Rosenblum are also parties to the Agreement;
WHEREAS, the Coppersmith Entities were dissolved as legal entities in December 2016 as evidenced by the Certificates of Cancellation filed with the Secretary of State of the State of Delaware, copies of which have been furnished to the Company;
WHEREAS, in light of the dissolution of the Coppersmith Entities, the Parties desire to amend the Agreement to remove the Coppersmith Entities and Craig Rosenblum as parties thereto; and
WHEREAS, the Parties desire to amend the Agreement so that the Current Group may purchase Common Stock of the Company in an amount up to fifteen percent (15%) of the then outstanding shares of the Company’s Common Stock.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:
AMENDMENTS TO THE AGREEMENT
		
	1.
	Pursuant to Section 15 of the Agreement, effective as of the date hereof, (a) the Agreement is hereby amended to remove the Coppersmith Entities and Craig Rosenblum from the definition of “Group” thereunder, (b) in furtherance of the foregoing, Annex A of the Agreement is hereby replaced with Annex A attached to this Amendment and (c) the Coppersmith Entities and Craig Rosenblum are no longer parties to the Agreement.




		
	2.
	Pursuant to Section 15 of the Agreement, effective as of the date hereof, Section 2(a)(x) of the Agreement is hereby amended and restated in its entirety to read as follows:


“(x)    purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership of any Common Stock or other securities issued by the Company, or any securities convertible into or exchangeable for Common Stock, if, in any such case immediately after the taking of such action, the Group together with its Affiliates and Associates would, in the aggregate, beneficially own fifteen percent (15.0%) or more of the then outstanding shares of Common Stock;”











		
	3.
	Pursuant to Section 15 of the Agreement, effective as of the date hereof, Section 10 of the Agreement is hereby amended to provide that the contact information of the Group (as defined in the Agreement) for purposes of the notification requirements set forth therein is as follows:




Scopia Capital Management LP
152 West 57th Street, 33rd Floor
New York, NY 10019
Attention: Samantha Nasello
Telephone: (212) 370-0303
Facsimile: (212) 370-0404
Email: snasello@scopicapital.com; trading@scopicapital.com


		
	4.
	The other terms and conditions set forth in the Agreement not otherwise amended pursuant to this Amendment shall continue in full force and effect.




		
	5.
	For the avoidance of doubt, the Parties acknowledge and agree that the amendments to the Agreement set forth in this Amendment are binding notwithstanding the absence of the Coppersmith Entities as signatories hereto.




		
	6.
	This Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but all of which shall collectively constitute one and the same instrument.




[Signature Pages Follow]




2






IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized signatories of the Parties as of the date hereof.
	
			
	ITRON, INC.

	By:
	/s/ Philip C. Mezey
	 

	Name:
	Philip C. Mezey
	 

	Title:
	President and Chief Executive Officer






[Signature Page to First Amendment to Cooperation Agreement]






	
			
	INDIVIDUALS:

	By:
	/s/ Jerome J. Lande
	 

	Name:
	Jerome J. Lande
	 

	 
	 
	 

	By:
	/s/ Craig Rosenblum
	 

	Name:
	Craig Rosenblum
	 








[Signature Page to First Amendment to Cooperation Agreement]






	
					
	SCOPIA LONG LLC
	 
	 
	SCOPIA WINDMILL FUND LP

	SCOPIA LB LLC
	 
	 
	SCOPIA INTERNATIONAL MASTER FUND LP

	SCOPIA PX LLC
	 
	 
	SCOPIA PX INTERNATIONAL MASTER FUND LP

	SCOPIA PARTNERS LLC
	 
	 
	SCOPIA LB INTERNATIONAL MASTER FUND LP

	SCOPIA LONG INTERNATIONAL
	 
	SCOPIA LONG QP LLC

	MASTER FUND LP
	 
	 
	 

	By: Scopia Capital Management LP, its Investment Manager
	 

	By: Scopia Management, Inc., its General Partner
	 

	By:
	/s/ Matthew Sirovich
	 
	 
	 

	Name:
	Matthew Sirovich
	 
	 
	 

	Title:
	Managing Director
	 
	 
	 

	 
	 
	 
	 
	 

	SCOPIA CAPITAL MANAGEMENT LP
	 

	By: Scopia Management, Inc., its General Partner
	 

	By:
	/s/ Matthew Sirovich
	 
	 
	 

	Name:
	Matthew Sirovich
	 
	 
	 

	Title:
	Managing Director
	 
	 
	 

	 
	 
	 
	 
	 

	SCOPIA CAPITAL GP LLC
	 

	By:
	/s/ Matthew Sirovich
	 
	 
	 

	Name:
	Matthew Sirovich
	 
	 
	 

	Title:
	Managing Director
	 
	 
	 

	 
	 
	 
	 
	 

	SCOPIA MANAGEMENT, INC.
	 

	By:
	/s/ Matthew Sirovich
	 
	 
	 

	Name:
	Matthew Sirovich
	 
	 
	 

	Title:
	Managing Director
	 
	 
	 

	 
	 
	 
	 
	 

	INDIVIDUALS:
	 

	By:
	/s/ Matthew Sirovich
	 
	 
	 

	Name:
	Matthew Sirovich
	 
	 
	 

	 
	 
	 
	 
	 

	By:
	/s/ Jeremy Mindich
	 
	 
	 

	Name:
	Jeremy Mindich
	 
	 
	 

	 
	 
	 
	 
	 






[Signature Page to First Amendment to Cooperation Agreement]





Annex A



Members of the Current Group
	
	
	JEROME J. LANDE

	SCOPIA LONG LLC

	SCOPIA LB LLC

	SCOPIA PX LLC

	SCOPIA PARTNERS LLC

	SCOPIA LONG INTERNATIONAL MASTER FUND LP

	SCOPIA WINDMILL FUND LP

	SCOPIA INTERNATIONAL MASTER FUND LP

	SCOPIA PX INTERNATIONAL MASTER FUND LP

	SCOPIA LB INTERNATIONAL MASTER FUND LP

	SCOPIA CAPITAL MANAGEMENT LP

	SCOPIA MANAGEMENT, INC.

	SCOPIA CAPITAL GP LLC

	SCOPIA LONG QP LLC

	MATTHEW SIROVICH

	JEREMY MINDICH






[Annex A]