ex10_2.htm


    

      


      
        	
                 

                Exhibit
      10.2

              


      

      
        	
                 

                ITRON,
      INC.

              


      

      
        	
                AMENDED
      AND RESTATED 2000 STOCK INCENTIVE PLAN

              
	 
      
	
                RESTRICTED
      STOCK UNIT AWARD NOTICE

              
	
                FOR
      NON-U.S. PARTICIPANTS

              
	 
      
	
                LONG-TERM
      PERFORMANCE PLAN

              
	 
      


      

      
        	
                 

                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 any
      appendix thereto for Participant’s country (the “Agreement”),
      the Itron, Inc. Long-Term Performance Plan (the “LTPP”)
      and the Itron, Inc. Amended and Restated 2000 Stock Incentive Plan (the
      “Plan”),
      all of which are incorporated into the Award Notice in their
      entirety.

              


      

      
        	 
      


      

      
        	
              
	
                 

                Participant:

              


      

    

    
      	
              Award
    Date:

            
	
              Vesting
      Commencement Date:

            


    

    
      	
              Number of Restricted Stock
      Units:

            


    

    
      	
              Vesting
      Schedule:

            


    

    The Award
will vest in full on the third anniversary of the Vesting Commencement Date (the
“Vest
Date”).

     

    
    

    
    

    
      	 
      


    

    
      	
               

              Additional
      Terms:  This Award is subject to all the terms and
      conditions set forth in this Award Notice, the Agreement, the LTPP and the
      Plan, all of which are attached to and incorporated into the Award Notice
      in their entirety.

            


    

    
      	 
      


    

    
      	 
      
	
              I
      accept this award subject to the terms and conditions stated
      herein.

            
	 
      


    
 


    
      	 
      


    

    
    

    
      	
              Attachments:

            


    

    
      	
              1.Restricted
      Stock Unit Award Agreement including country appendix

            
	
              2.Long-Term
      Performance Plan

            
	
              3.  Plan
      Summary

            
	
              4. 2000
      Stock Incentive Plan

               

            


    
 


    
      	 
      


    

    
    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              ITRON,
      INC.

            
	
              AMENDED
      AND RESTATED 2000 STOCK INCENTIVE
PLAN

            


    

    
      	
               

              RESTRICTED
      STOCK UNIT AWARD AGREEMENT

            


    

    
      	
              FOR
      NON-U.S. PARTICIPANTS

            
	 
      
	
              LONG-TERM
      PERFORMANCE PLAN

            
	 
      


    

    
      	
               

              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 “Plan”)
      and its Long-Term Performance Plan (the “LTPP”)
      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
      details of the Award are as follows:

            
	 
      


    

    
      	
              1.  

            	
              Vesting

            


    

     

    
      	
               

              The
      Award will vest according to the vesting schedule set forth in the Award
      Notice (the “Vesting
      Schedule”). One share of
      Common Stock will be issuable for each restricted stock unit that
      vests.  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.”  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”).  Except
      as provided in Section 2.1(b) below, all Vested Units will be settled on
      the Vest Date set forth in the Award Notice and the Vest Date shall be the
      “payment date” for purposes of Section 409A.  The Award will
      terminate and the Unvested Units will be subject to forfeiture upon your
      termination of employment as set forth in Section 2.1(a) and as
      further described in Section 8(l).

            


    

    
      	 
      


    

    
      	
              2.  

            	
              Termination
      of Employment; Corporate
Transaction

            


    

     

    
      	
              2.1  

            	
              Termination
      of Employment

            


    

     

    (a) Vesting of
Units.  Except as provided in Section 2.2 below, if your
employment terminates during the Units' vesting period for any reason other than
Cause, the Unvested Units will vest pro-rata, based on the number of calendar
days of employment with the Company or a Related Corporation during the vesting
period (rounded down to the nearest whole number); provided, however, that your
termination of employment must constitute a “separation from service” under
Section 409A of the Code and the regulations thereunder (“Section
409A”)1; and, provided further, that the Units that
become Vested Units as a result of such pro-rata vesting will not be settled in
shares of Common Stock until the date that is six months after such separation
from service.  In the event that your termination of employment does
not satisfy the definition of "separation from service" under Section 409A, then
Unvested Units will still vest pro-rata, based on the number of calendar days of
employment with the Company or a Related Corporation during the vesting period
(rounded down to the nearest whole number), but the Units that become Vested
Units as a result of such pro-rata vesting will not be settled in shares of
Common Stock until the Vest Date.  If your employment terminates for
Cause, any Unvested Units will be forfeited immediately to the
Company.

     

    (b) Settlement of Vested
Units.  For purposes of determining the settlement date under
Section 2.1(a) for issuing shares of Common Stock, if your employment terminates
by reason of (a) death or (b) Disability that also satisfies the definition of
“disability” under Section 409A, the settlement date shall be (i) if you are a
“specified employee,” the date six months after the date of death or Disability
or (ii) if you are not a “specified employee,” the date of death or Disability,
and shares of Common Stock shall be issued within 90 days of the settlement
date.  If your employment terminates by reason of a Disability that
does not satisfy the definition of “disability” under Section 409A, the
settlement date shall be the Vest Date set forth in the Award Notice and the
Vest Date shall be the “payment date” for purposes of Section 409A.

     

    
      	
              2.2  

            	
              Corporate
      Transaction

            


    

    
      	
               

              In
      the event of a Corporate Transaction (other than a Related Party
      Transaction) that also constitutes a change in control event within the
      meaning of Section 409A, any Unvested Units will accelerate in vesting and
      become Vested Units immediately prior to such
  transaction.

            


    

    
      	 
      


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              3.  

            	
              Securities
      Law Compliance

            


    

     

    3.1 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.

     

    3.2 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 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.

     

    3.3 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 administrator 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.

     

    3.4 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.

     

    
      	
              4.  

            	
              Transfer
      Restrictions

            


    

    
      	
               

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

               

            


    

    
      	
              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.  

            	
              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.

            


    

     

    
      	
              7.  

            	
              Responsibility
      for Taxes

            


    

     

    7.1 Regardless
of any action the Company or your employer (the “Employer”)
takes with respect to any or 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 result.  Further, if you have become subject to tax in
more than one jurisdiction between the Award Date 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.2 Prior to
any relevant taxable or tax 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 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 7.2(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;
      and/or

            


    

     

    
      	
              (iii)  

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

            


    

     

    (c) 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
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.

     

    7.3 You
represent and warrant that you are not aware of any material, nonpublic
information with respect to the Company or any securities of the Company; you
are not subject to any legal, regulatory or contractual restriction which would
prevent the Agent from conducting sales as provided herein; you do not have, and
will not attempt to exercise, authority, influence or control over any sales of
Shares effected pursuant to Section 7.2(a); and you are entering into this
Agreement in good faith and not as part of a plan or scheme to evade the
prohibitions of Rule 10b5-1 (regarding trading of the Company’s securities on
the basis of material nonpublic information) under the U.S. Securities Exchange
Act of 1934, as amended (the “Exchange
Act”).  It is the intent of the parties that this Agreement
comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act
and this Agreement will be interpreted to comply with the requirements of Rule
10b5-1(c) of the Exchange Act.

     

    
      	
               

              You
      understand that the Agent may effect sales as provided in Section 7.2(a)
      above jointly with sales for other employees of the Company and/or Related
      Corporations and that the average price for executions resulting from
      bunched orders will be assigned to your account.  In addition,
      you acknowledge that it may not be possible to sell Shares as provided by
      Section 7.2(a) due to (i) a legal or contractual restriction applicable to
      you or the Agent, (ii) a market disruption, or (iii) rules governing order
      execution priority on the NASDAQ or other exchange where the Shares may be
      traded.  In the event of the Agent’s inability to sell Shares,
      you will continue to be responsible for the Tax-Related
    Items.

            


    

     

    You
acknowledge that regardless of any other term or condition of this Agreement,
the Agent will not be liable to you for (a) special, indirect, punitive,
exemplary, or consequential damages, or incidental losses or damages of any
kind, or (b) any failure to perform or for any delay in performance that results
from a cause or circumstance that is beyond its reasonable control.

     

    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 Section 7.2(a) and this Section 7.3.  The
Agent is a third party beneficiary of Section 7.2(a) and this Section
7.3.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              8.  

            	
              Nature of
      Grant

            


    

     

    In
accepting the grant, you acknowledge 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 at any time;

     

    (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) in
consideration of the grant of the Award, no claim or entitlement to compensation
or damages shall arise from termination of the Award or diminution in value of
the Shares underlying 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 you irrevocably release the Company and the
Employer from any such claim that may arise; if, notwithstanding the foregoing,
any such claim is found by a court of competent jurisdiction to have arisen, you
shall be deemed irrevocably to have waived your entitlement to pursue such
claim;

     

    (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 Board (or a committee appointed by the Board) 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 automatically transfer to
another company in the case of a merger, take-over or transfer of
liability.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9. 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.

     

    10. 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 your country.  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.

               

            


    

     

    11. 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.

     

    12. 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    13. General
Provisions

     

    13.1 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.

     

    13.2 Section 409A
Compliance.  Notwithstanding any provision in the Plan or this
Agreement to the contrary, the Plan Administrator may, at any time and without
your consent, modify the terms of the Award as it determines appropriate to
avoid the imposition of interest or penalties under Section 409A.

     

    13.3 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.

     

    13.4 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.

    
      	
               

              13.5           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  USA  99019

            


    

     

    14. Appendix

     

    Notwithstanding any provisions in this
Agreement, the Award shall be subject to any special terms and conditions set
forth in any appendix to this Agreement for your country (the “Appendix”).  Moreover,
if you relocate to one of the countries included in the Appendix, the special
terms and conditions for 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.  The Appendix constitutes part of this Agreement.

     

    15. Imposition
of Other Requirements

     

    The Company reserves the right to
impose other requirements on your participation in the Plan, on the Award and on
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.

     

    

      

    

      
      
        	
                1 Section
      409A only applies to U.S.
taxpayers.

              


      

    


    
      
        
          
            	
                     

                  


          

          
            	
                     

                  


          

        

         


      

      
         


        
          

        

      

      
         


      

    


    APPENDIX

    


    ITRON,
INC.

    AMENDED
AND RESTATED 2000 STOCK INCENTIVE PLAN

    


    RESTRICTED
STOCK UNIT AWARD AGREEMENT

    FOR
NON-U.S. PARTICIPANTS

    


    LONG-TERM
PERFORMANCE PLAN

    


    


    Terms
and Conditions

    


    This
Appendix includes additional terms and conditions that govern the restricted
stock unit award (the “Award”)
granted to you under the Itron, Inc. Amended and Restated 2000 Stock Incentive
Plan (the “Plan”)
and the Itron, Inc. Long-Term Performance Plan (the “LTPP”) if
you reside in one of the countries listed below.  Capitalized terms
not expressly defined in this Appendix but defined in the Plan or the Restricted
Stock Unit Award Agreement (the “Agreement”)
shall have the same definitions as in the Plan and/or the Agreement, as
applicable.

    


    Notifications

    


    This
Appendix also includes information regarding exchange control and other issues
of which you should be aware with respect to your participation in the
Plan.  The information is based on the exchange control, securities
and other laws in effect in the respective countries as of November
2008.  Such laws are often complex and change
frequently.  As a result, the Company strongly recommends that you not
rely on the information herein as the only source of information relating to the
consequences of participation in the Plan because the information may be out of
date at the time that the Award vests or the Shares acquired under the Plan are
sold.

    


    In
addition, the information contained herein is general in nature and may not
apply to your particular situation and the Company is not in a position to
assure you of a particular result.  Accordingly, you are advised to
seek appropriate professional advice as to how the relevant laws in your country
may apply to your situation.

    


    Finally,
if you are a citizen or resident of a country other than the one in which you
are currently working, the information contained herein may not be applicable to
you.

    


    


    BELGIUM

    


    Notifications

    


    Tax Reporting
Notification.  If you are a Belgian resident, you are required
to report any bank or brokerage accounts held outside of Belgium on your annual
tax return.

    


    


    GERMANY

    


    Notifications

     

    Exchange Control
Notification.  Cross-border payments in excess of €12,500 must
be reported monthly to the German Federal Bank.  If you use a German
bank to transfer a cross-border payment in excess of €12,500 in connection with
the sale of Shares acquired under the Plan, the bank will make the report for
you.  In addition, you must report any receivables, payables, or debts
in foreign currency exceeding an amount of €5,000,000 in any month.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    UNITED
KINGDOM

    


    Terms
and Conditions

    


    Vesting.  This
provision supplements Section 1 of the Agreement:

    


    Notwithstanding
any discretion or anything to the contrary in the Plan and/or the Agreement, the
grant of the Award does not provide any right for you to receive a cash payment
and the Vested Units will be settled in Shares only.

    


    Responsibility for
Taxes.  The following provision supplements Section 7 of the
Agreement:

    


    If
payment or withholding of the Tax-Related Items (including the Employer’s
Liability, as defined below) is not made within ninety (90) days of the event
giving rise to the Tax-Related Items (the “Due
Date”) or such other period specified in Section 222(1)(c) of the U.K.
Income Tax (Earnings and Pensions) Act 2003, the amount of any uncollected
Tax-Related Items will constitute a loan owed by you to the Employer, effective
on the Due Date.  You agree that the loan will bear interest at the
then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”),
it will be immediately due and repayable, and the Company or the Employer may
recover it at any time thereafter by any of the means referred to in Section 7.2
of the Agreement.  Notwithstanding the foregoing, if you are a
director or executive officer of the Company (within the meaning of Section
13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you will not
be eligible for such a loan to cover the Tax-Related Items.  In the
event that you are a director or executive officer and the Tax-Related Items are
not collected from or paid by you by the Due Date, the amount of any uncollected
Tax-Related Items will constitute a benefit to you on which additional income
tax and national insurance contributions (including the Employer’s Liability, as
defined below) will be payable.  You will be responsible for reporting
and paying any income tax and national insurance contributions (including the
Employer’s Liability, as defined below) due on this additional benefit directly
to HMRC under the self-assessment regime.

    


    Joint Election.  As
a condition of your participation in the Plan, you agree to accept any liability
for secondary Class 1 national insurance contributions (the “Employer’s
Liability”) which may be payable by the Company and/or the
Employer in connection with the Award and any event giving rise to
Tax-Related Items.  To accomplish the foregoing, you agree to execute the
following joint election with the Company (the “Joint
Election”), the form of such Joint Election being formally approved by
HMRC, and any other consent or elections required to accomplish the transfer of
the Employer’s Liability to you.  You further agree to execute such
other joint elections as may be required between yourself and any successor to
the Company and/or the Employer.  You further agree that the Company
and/or the Employer may collect the Employer’s Liability by any of the means set
forth in Section 7.2 of the Agreement.

    


    If you do
not enter into a Joint Election prior to vesting of the Award or any other event
giving rise to Tax-Related Items, you will forfeit the Units and any benefits in
connection with the Award, and any Shares that have been issued will be returned
to the Company at no cost to the Company, without any liability to the Company
and/or the Employer.

    



    
      
        
          
            	
                     

                  


          

          
            	
                     

                  


          

        

         


      

      
         


        
          

        

      

      
         


      

    


    ITRON,
INC.

     

    AMENDED
AND RESTATED 2000 STOCK INCENTIVE PLAN

     

    
      


       

      Important
Note on the Joint Election to Transfer

    

    
      Employer
National Insurance Contributions

       

      


    

    


    As
a condition of participation in the Itron, Inc. Amended and Restated 2000 Stock
Incentive Plan (the “Plan”) and the vesting of the restricted stock unit award
(the “Award”) that has been granted to you by Itron, Inc. (the “Company”), you
are required to enter into a joint election to transfer to you any liability for
employer national insurance contributions (the “Employer’s Liability”) that may
arise in connection with the Award, or in connection with future restricted
stock unit awards, granted to you by the Company under the Plan (the “Joint
Election”).

     

    If
you do not agree to enter into the Joint Election, the Award will be worthless,
as (under the terms of the Restricted Stock Unit Award Agreement), you will not
be able to vest in the Award or receive any benefit in connection with the
Award.

     

    By
entering into the Joint Election:

     

    
      	
              l  

            	
              you
      agree that any Employer’s Liability that may arise in connection with or
      pursuant to the vesting of the Award (and the acquisition of shares of the
      Company’s common stock) or other taxable events in connection with the
      Award will be transferred to you;
and

            


    

    
      	
              l  

            	
              you
      authorise the Company and/or your employer to recover an amount sufficient
      to cover this liability by any method set forth in the Restricted Stock
      Unit Award Agreement and/or the Joint
Election.

            


    

    


     

    To enter into the Joint Election,
please click on the "[INSERT NAME OF BOTTON/BOX]" button [below] [on the [INSERT
NAME OF SCREEN].  In addition to indicating your acceptance of the
Restricted Stock Unit Award Agreement, clicking on the
"[INSERT NAME OF BOTTON/BOX]" button indicates your agreement to be bound by the
terms of the Joint Election.

     

    


    Please
read the terms of the Joint Election carefully before

    accepting
the Restricted Stock Unit Award Agreement

    and
the Joint Election.

    


    Please
print and keep a copy of the Joint Election

    for
your records.


    
      
        
          
            	
                     

                  


          

          
            	
                     

                  


          

        

         


      

      
         


        
          

        

      

      
         


      

    


    ITRON,
INC.

    AMENDED
AND RESTATED 2000 STOCK INCENTIVE PLAN

    


    Restricted
Stock Units

    for
Employees in the United Kingdom

    


    FORM OF ELECTION TO TRANSFER
THE EMPLOYER’S SECONDARY

    CLASS 1 NATIONAL INSURANCE
LIABILITY TO THE EMPLOYEE

    


    
      	
              1.

            	
              Parties

            


    

    


     

    This
Election is between:

     

    
      	
               
      

            	
              (A)

            	
              You,
      the individual who has obtained access to this Election (the “Employee”),
      who is employed by one of the employing companies listed in the attached
      schedule (the “Employer”),
      and who is eligible to receive a restricted stock unit award pursuant to
      the terms and conditions of the Itron, Inc. Amended and Restated 2000
      Stock Incentive Plan (the “Plan”),
      and

            


    

     

    
      	
               
      

            	
              (B)

            	
              Itron,
      Inc. of 2111 N. Molter Road, Lake Liberty, Washington 99019, U.S.A. (the
      “Company”)
      which may grant restricted stock unit awards under the Plan and is
      entering this Election on behalf of the
  Employer.

            


    

     

    
      	
              2.

            	
              Purpose of
      Election

            


    

    


    
      	
               
      

            	
              2.1

            	
              This
      Election relates to the Employer’s secondary Class 1 national insurance
      contributions (the “Employer’s
      Liability”) which may arise on the occurrence of a "Taxable
      Event" pursuant to section 4(4)(a) of the Social Security
      Contributions and Benefits Act 1992,
including:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      acquisition of securities pursuant to the restricted stock unit award
      (pursuant to section 477(3)(a) ITEPA);
and/or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      assignment or release of the restricted stock unit award in return for
      consideration (pursuant to section 477(3)(b) ITEPA);
  and/or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              the
      receipt of a benefit in connection with the restricted stock unit award
      other than a benefit within (i) or (ii) above (pursuant to section
      477(3)(c) ITEPA).

            


    

     

    In this
Election, ITEPA means the Income Tax (Earnings and Pensions) Act
2003.

     

    
      	
               
      

            	
              2.2

            	
              This
      Election is made in accordance with paragraph 3B(1) of Schedule 1 to the
      Social Security Contributions and Benefits Act
  1992.

            


    

    


    
      	
               
      

            	
              2.3

            	
              This
      Election applies to all restricted stock unit awards granted to the
      Employee under the Plan, on or after [insert date] up to the termination
      date of the Plan.

            


    

    


    
      	
               
      

            	
              2.4

            	
              This
      Election does not apply in relation to any liability, or any part of
      any liability, arising as a result of regulations being given
      retrospective effect by virtue of section 4B(2) of either the Social
      Security Contributions and Benefits Act 1992, or the Social Security
      Contributions and Benefits (Northern Ireland) Act
  1992.

            


    

    


    
      	
               
      

            	
              2.5

            	
              This
      Election will not apply to the extent that it relates to relevant
      employment income which is employment income of the earner by virtue of
      Chapter 3A of Part 7 of ITEPA 2003 (employment income: securities with
      artificially depressed market
value).

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              3.

            	
              The
      Election

            


    

    


    The
Employee and the Company jointly elect that the entire liability of the Employer
to pay the Employer’s Liability on the Taxable Event is hereby transferred to
the Employee.  The Employee understands that by clicking on the
“[INSERT NAME OF BUTTON/BOX]” button where indicated [below] [on the [INSERT
NAME OF SCREEN], he or she will become personally liable for the Employer’s
Liability covered by this Election.

    


    
      	
              4.

            	
              Payment of the
      Employer’s Liability

            


    

    


    
      	
               
      

            	
              4.1

            	
              Notwithstanding
      that pursuant to this Election, the Employer’s Liability is transferred to
      the Employee, the Employee authorises the Employer and the Employer
      agrees, to remit the Employer’s Liability to Her Majesty’s Revenue and
      Customs (“HMRC”)
      on behalf of the Employee.  The Employee agrees to pay to the
      Employer the Employer’s Liability on demand at any time on or after the
      Taxable Event.

            


    

    


    
      	
               
      

            	
              4.2

            	
              Without
      limitation to Clause 4.1 above, the Employee hereby authorises the Company
      and/or the Employer to collect the Employer’s Liability from the Employee
      at any time on or after the Taxable
Event:

            


    

    


    
      	
               
      

            	
              (i)

            	
              by
      deduction from salary or any other payment payable to the Employee at any
      time on or after the date of the Taxable Event;
  and/or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              directly
      from the Employee by payment in cash or cleared funds;
    and/or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              by
      arranging, on behalf of the Employee, for the sale of some of the
      securities which the Employee is entitled to receive in respect of the
      restricted stock unit award; and/or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              through
      any other method set forth in the Restricted Stock Unit Award Agreement
      entered into between the Employee and the
  Company.

            


    

     

    
      	
               
      

            	
              4.3

            	
              The
      Company hereby reserves for itself and the Employer the right to withhold
      the transfer of any securities to the Employee until full payment of the
      Employer’s Liability is received.

            


    

    


    


    5.           Duration of
Election

    


    
      	
               
      

            	
              5.1

            	
              The
      Employee and the Company agree to be bound by the terms of this Election
      regardless of whether the Employee is transferred abroad or is not
      employed by the UK Employer on the date on which the Employer’s Liability
      becomes due.

            


    

    


    5.2           This
Election will continue in effect until the earliest of the
following:

     

    
      	
               
      

            	
              (i)

            	
              such
      time as both the Employee and the Company agree in writing that it should
      cease to have effect;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      date the Company serves written notice on the Employee terminating its
      effect;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      date HMRC withdraws approval of this Form of Election;
  or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      date the Election ceases to have effect in accordance with its terms in
      respect of any outstanding restricted stock unit awards granted under the
      Plan.

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Acceptance by the
Employee

     

    The
Employee acknowledges that by clicking on the “[INSERT NAME OF BUTTON/BOX]”
button where indicated [below] [on the [INSERT NAME OF SCREEN], the Employee
agrees to be bound by the terms of this Election as stated above.

     

    
      	
               
      

            	
              Acceptance by the
      Company

            


    

     

    The
Company acknowledges that by arranging for the scanned signature of an
authorised representative to appear on this Election, the Company agrees to be
bound by the terms of this Election as stated above.


      
        
           


        

        
           


          
            

          

        

        
           


        

      



    
      	
               
      

            	
              Schedule
      to Form of Election – Employing
Companies

            


    

    


     

    The
Employing Companies to which this Form of Election relates are:

     

    
      	
              (1)

            	
              Actaris
      UK Limited

            


    

    
    

     

    
      
        
          	Registered
      Office:	
                  Langer
      Road,

                  Felixstowe, Suffolk, IP11 2ER

                  United Kingdom

                
	 Company
      Number: 	 04274515
	 Corporation
      Tax District:	 
	 Corporation
      Tax Reference:	 
	 PAYE
      District:	 
	 PAYE
      Reference: