Form of Long Term Performance RSU Award Notice and Agreement - France



 Exhibit 10.20 
 ITRON, INC. 
 2010 STOCK INCENTIVE PLAN 

LONG TERM PERFORMANCE 
 RESTRICTED STOCK UNIT AWARD NOTICE 
 FOR PARTICIPANTS IN 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 Appendix A (the “Agreement”), the Itron, Inc. 2010 Stock Incentive Plan (the “U.S. Plan”), and the Rules of the Itron, Inc. 2010 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»

		
	 Date of Grant:
	  	 «RSUs»

		
	 Performance Period:
	  	 January 1, 2011 to December 31, 2011

		
	 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 2011 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:
«RSUs»
  
 The maximum number of PSUs
is: «RSUs»

		
	 Vesting Schedule:
	  	 The actual number of PSUs that become eligible for vesting based on the attainment of the 2011 Performance Goals shall vest on the second anniversary of the Date
of Grant (the “Vesting Date”).

		
	 Restriction on Sale of Shares:
	  	 Any Shares acquired pursuant to the Award cannot be sold prior to the second anniversary of the Vesting Date or during Closed Periods
(as



  
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		  	 defined in the French RSU Plan), except in certain exceptional circumstances.



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 accepting 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 Performance Restricted Stock Unit Award Agreement, including the Appendices, 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 acceptant 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 soumises à des Conditions de Performance, incluant les Annexes, 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. 
 «First_Name»

 Attachments: 
 1. Performance
Restricted Stock Unit Award Agreement, including Appendix A 
 2. U.S. Plan 
 3. French RSU Plan 
 4. U.S. Plan Prospectus 

  
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 ITRON, INC. 
 2010 STOCK INCENTIVE PLAN 
 LONG TERM PERFORMANCE 

RESTRICTED STOCK UNIT AWARD AGREEMENT 
 FOR PARTICIPANTS IN FRANCE 
 Pursuant to your Performance
Restricted Stock Unit Award Notice (the “Award Notice”) and this Performance Restricted Stock Unit Award Agreement, including Appendix A (this “Agreement”), Itron, Inc. (the
“Company”) has granted you a performance restricted stock unit award (the “Award”) under its 2010 Stock Incentive Plan (the “Plan”) and the Rules of the Itron, Inc. 2010 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”). 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 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.	 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 2011 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 actual number of Units that are
eligible for vesting under the Award, in accordance with Appendix A and the performance goals set forth therein. 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. 

  
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	2.	 Vesting and Settlement 


 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”). 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 4 below. 

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 7 below. 
  

	3.	 Change in Control Transaction 


 In the event of a Change in Control Transaction 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 Transaction, pro rated based on the portion of the Performance Period that has elapsed between the Date of Grant and the date of the Change in Control Transaction. 

In the event of a Change in Control Transaction during the period between the end of the Performance Period and the
Vesting Date, any Unvested Units will accelerate in vesting and become Vested Units immediately prior to such transaction. This may trigger the loss of the French favorable tax and social insurance contributions regime. 

 

	4.	 Termination of Employment 


 4.1 Death 
 If your employment terminates during the
Performance Period by reason of death, the actual number of Units that become eligible for vesting (based on the attainment of the performance goals as assessed after the end of the Performance Period) will become transferable to your heirs. The
Company will issue the Shares subject to such Units to your heirs after the end of the Performance Period, provided they contact the Company to request the issuance of the Shares 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, all of the Units will be forfeited to the Company. 
 If your employment terminates during the period between the end of the Performance Period and the Vesting Date by reason of death, the actual number of Units that have become eligible for vesting 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 

  
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issuance of the Shares within six (6) months of your death, the Units will be forfeited to the Company. 

4.2 Disability 
 If your employment terminates during the Performance Period by reason of Disability (as defined in the French RSU Plan), 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 and be settled in accordance with the Vesting Schedule and Section 2 above. 
 If your employment terminates during the period between the end of the Performance Period and the Vesting Date by reason of Disability (as defined in the French RSU Plan), the Unvested Units shall vest
and be settled in accordance with the Vesting Schedule and Section 2 above. 
 4.3 Other 

If your employment terminates for any other reason during the Performance Period or the period between the end of the
Performance Period and the Vesting Date, any Unvested Units will be forfeited upon termination of your employment. 
  

	5.	 No Rights as Shareholder 


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

	6.	 Transferability of Units 


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

 

	7.	 Transferability of Shares 


 7.1 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”) in order to benefit from the French favorable tax and social insurance contributions regime, even if you are no longer an employee or corporate officer, as applicable, of a French Entity or
otherwise employed by the Company or a Subsidiary, if applicable. 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 7.2 below. 

  
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 This Holding Period requirement shall not apply to your heirs should they
acquire Shares under the Plan pursuant to Section 4.1 above nor shall it apply if you terminate employment due to Disability (as defined in the French RSU Plan). 

7.2 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 4.1 above nor shall it apply if you terminate employment due to Disability (as defined in the French RSU Plan). 

7.3 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
other company within the Company group, and if the Award is granted to you in such capacity, you are subject to shareholding restrictions and you must hold 20% of the Shares issued upon vesting of the Units and 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. 
 7.4 Compliance with Transfer Restrictions 
 To ensure
compliance with the restrictions on the transfer of Shares described in Sections 7.1, 7.2 and 7.3 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. 
  

	8.	 Securities Law Compliance 


 8.1 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. 
 8.2
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 

  
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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. 

8.3 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. 
 8.4 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. 
  

	9.	 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. 
  

	10.	 Responsibility for Taxes 


 10.1 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 or tax
withholding event, as applicable, 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. 

10.2 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. 

  
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 (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 10.2(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. 
 10.3 You acknowledge that the authorization and instruction to the Agent
set forth in Section 10.2(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 

  
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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 10.2(a)(i) and this 10b5-1 Plan. 
  

	11.	 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; 
 (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;


  
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 (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 ) 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, your right to vest in the Award, if any, will terminate effective as
of the date that you are no longer actively employed; 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; 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. 
  

	12.	 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. 
  

	13.	 Data Privacy 



  
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 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. 

 

	14.	 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. 

  
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	15.	 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. 
  

	16.	 General Provisions 


 16.1 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. 
 16.2 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. 
 16.3
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. 

16.4 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. 
 16.5 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 

  
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 APPENDIX A 
 [INSERT 2011 PERFORMANCE GOALS] 

  
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