Exhibit 10.2


 


DEBENTURE REDEMPTION
AGREEMENT


 


This Debenture
Redemption Agreement (“Agreement”)
is  entered into as of October 17,
2008 by and between                           
(“Holder”) and Iteris, Inc. (“Iteris” or the “Company”).


 


RECITALS


 


WHEREAS, Holder
holds a 6% Convertible Debenture dated May 19, 2004 in the principal
amount of $80,000.00 (the “Debenture”);
and


 


WHEREAS, the
parties hereto have reached certain agreements with respect to the redemption
of the above-described debenture.


 


NOW, THEREFORE,
in consideration of the foregoing and the mutual promises and agreements
contained herein, the sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:


 


1.                                       Debenture
Redemption.


 


1.1.                              The
Company agrees to redeem from Holder, and Holder agrees to sell back to the
Company, the Debenture for an aggregate payment of Seventy-Six Thousand Dollars
($76,000.00) (the “Redemption Price”).  In addition to the payment of the Redemption
Price, the Company shall pay at the Closing (as defined below) all accrued but
unpaid interest on the Debenture as of the date of Closing.


 


1.2.                              The
redemption of the Debenture (the “Redemption”)
shall take place at the offices of Dorsey & Whitney LLP, 38 Technology
Drive, Suite 100, Irvine, California 92618, at 1:00 P.M. Pacific Time
on October 17, 2008, or at such other time and place as the Company and
Holder mutually agree orally or in writing (which time and place are designated
as the “Closing”).  At the Closing, Holder shall deliver to the
Company the original of the Debenture against payment by the Company of the
amounts set forth in Section 1.1 by check, wire transfer or any
combination thereof.  Notwithstanding the
foregoing, Holder acknowledges and agrees that, upon and as of the payment by
the Company of the amounts set forth in Section 1.1, whether or not
Holder has delivered and surrendered the original of the Debenture to the
Company, the Debenture shall be deemed null and void and cancelled in its
entirety and Holder shall have no further rights with respect to or under the
Debenture, whether such rights shall have accrued prior to or after the date
hereof.


 


2.                                       Representations
and Warranties.  Holder hereby
represents, warrants and acknowledges as follows:


 


2.1.                              As
of the date hereof, the principal amount outstanding under the Debenture is
Eighty Thousand Dollars ($80,000.00) and the accrued but unpaid interest
outstanding under the Debenture is Two Hundred Ten Dollars and Forty-One Cents
($210.41).


 

















 


2.2.                              Holder is
the sole record and beneficial owner of the Debenture.  Upon payment of the amounts set forth in Section 1.1,
the Company will acquire good and valid title to the Debenture, free and
clear of all liens, security interests, pledges, claims and encumbrances
of every kind, nature and description incurred or created by Holder.


 


2.3.                              Holder
has the full right and power to enter into this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated
hereby.  The execution, delivery and
performance of this Agreement by Holder, and the consummation of the
transactions contemplated hereby, (i) have been duly authorized by all
requisite organizational action of Holder and (ii) do not and will not
conflict with any law applicable to Holder or any of its properties or assets
or any provisions of Holder’s organizational documents or contracts, agreements
or other instrument to which Holder is a party or by which any of its
properties or assets may be bound.


 


2.4.                              Holder
is an experienced and sophisticated investor, having such knowledge and
experience in business and financial matters and investing as to be able to
protect its own interests and assess the risks and merits of the
Redemption.  Holder has independently
determined the advisability of entering into this Agreement and is entering
into this Agreement of its own volition, and is not relying on any
representations or statements of the Company or its officers, directors,
shareholders, employees, agents, attorneys and representatives except for those
representations and statements expressly set forth herein.


 


2.5.                              Holder
has had the opportunity to consult with counsel of its choice regarding the
meaning and legal effect of this Agreement, and regarding the advisability of
making the agreements provided for herein, and fully understands the same.


 


3.                                       Release.  The following release shall be effective upon
the Company’s payment of the amounts set forth in Section 1.1.


 


3.1.                              Other
than the obligations, covenants, representations and warranties provided for in
this Agreement, Holder, for itself and its predecessors, successors, agents and
assigns (individually and collectively, the “Releasing
Parties”), hereby waives, releases, and forever discharges
Iteris and its predecessors, successors, assigns, officers, directors,
shareholders, employees, agents, attorneys and representatives, past and
present, (collectively, the “Iteris Released Parties”)
of and from any and all rights, claims, debts, liabilities, demands,
obligations, promises, damages, causes of action and claims for relief of any
kind, manner, nature and description, known or unknown, which any of the
Releasing Parties have, may have had, might have asserted, may now have or
assert, or may hereafter have or assert against the Iteris Released Parties, or
any of them, related to or arising under the Redemption and Holder’s purchase
and ownership of the Debenture.  Holder
represents and warrants that it has not filed any claims, charges, complaints
or actions against the Company and has not assigned or transferred to any
person or entity any of the claims Holder is releasing in this Agreement.


 


3.2.                              The
Releasing Parties acknowledge and agree that the foregoing release includes in
its effect all claims that they do not know or suspect to exist in their favor
as of the date hereof, and the Releasing Parties expressly waive any statute,
legal doctrine or other similar limitation upon the effect of general
releases.  In particular, the Releasing
Parties waive any and 


 


2

















 


all rights and benefits conferred upon them
by Section 1542 of the California Civil Code, which states as follows:


 


A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR.


 


4.                                       Governing
Law.  This Agreement shall in all respects
be interpreted, enforced, and governed by and under the internal laws of the
State of Delaware, without giving effect to any choice of law or conflict of
law principles.


 


5.                                       Entire
Agreement.  This Agreement
constitutes the entire agreement between the parties with respect to the
subject matter and supersedes all prior oral or written communications,
understandings and agreements with respect thereto.


 


6.                                       Headings.  The use of headings in this
Agreement is merely for convenience and such headings shall not be used in
construing any provisions of this Agreement.


 


7.                                       Interpretation.  Each party has had the opportunity to
negotiate modifications to the language of this Agreement and agrees that, in
any dispute regarding the interpretation or construction of this Agreement, no
presumption shall operate in favor of or against any party by virtue of its
role in drafting or not drafting the terms and conditions set forth herein.


 


8.                                       Severability.  If any part, term or provision of this
Agreement is held by a court to be void or voidable, illegal, unenforceable,
invalid or otherwise in conflict with law, (i) the remaining provisions or
applications of this Agreement shall not be affected and the rights and
obligations of the parties shall be construed and enforced as if this Agreement
did not contain the particular term or provision held to be invalid and (ii) such
provision shall be amended to conform as nearly as possible, and only to the
extent required, to applicable law.


 


9.                                       Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, and all such
counterparts together shall constitute but one and the same instrument.  A photocopy or facsimile signature may be
used as an original.


 


[Signature Page Follows]


 


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IN WITNESS WHEREOF, the undersigned have executed this Agreement to be
effective as of the date first indicated above.


 


	
  Iteris, Inc.

  	
   

  	
  [                            ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  



 


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Schedule for Exhibit 10.2


 


Iteris, Inc. entered into a Debenture Redemption Agreement, each
substantially identical to this Exhibit 10.2, with 4 affiliates of Bryant
R. Riley.