ex10_3.htm


     

    
      	
               

              Exhibit
      10.3

            


    

    
      	 
      


    

    
      	
              ITRON,
      INC.

            
	
              AMENDED
      AND RESTATED 2000 STOCK INCENTIVE PLAN

            
	 
      
	
              RESTRICTED
      STOCK UNIT AWARD NOTICE

            
	
              FOR
      PARTICIPANTS IN FRANCE

            
	 
      
	
              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, 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:

     

    Number of Restricted Stock
Units:

     

    
      	
              Vesting
      Schedule:

            	
              The
      Award will vest in full on the second anniversary of the Award Date
      ("Vesting
      Date").

            


    

     

    
      	
              Holding
      Period

            	
              From
      _________, 20__ until ________, 20__ inclusive (2 years from Vesting
      Date), or such other period applicable under French
  law.

            


    

     

    
      	
               

              Additional
      Terms:  This Award is subject to all the terms and
      conditions set forth in this Award Notice, the Restricted Stock Unit Award
      Agreement, the LTPP and the Plan, all of which are attached hereto 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

            
	
              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
      PARTICIPANTS IN FRANCE

            
	 
      
	
              LONG-TERM
      PERFORMANCE PLAN

            


    

    


     

    Pursuant
to your Restricted Stock Unit Award Notice (the "Award
Notice") and this Restricted Stock Unit Award Agreement (the "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
following has been established for the purpose of granting you an Award which
qualifies 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. 225-197-5 of the French Commercial Code, as amended, to eligible individuals
who are resident in France for French tax purposes and/or subject to the French
social security regime (a "French-Qualified
Award").

     

     

    However,
certain events may affect the status of the Award as a French-Qualified Award
and the Award may be disqualified in the future.  The Company does not
make any undertaking or representation to maintain the French-qualified status
of the Award.  If the Award no longer qualifies as a French-Qualified
Award, 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 of Common Stock 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.  

            	
              Definitions

            


    

     

    The
following additional terms shall be defined as follows:

     

    "Disability"
means disability as determined in categories 2 and 3 under Section 341-4 of the
French Social Security Code, as amended, and subject to the fulfillment of
related conditions.

     

    "Holding
Period" means the 2-year period starting on the Vesting Date (or such
other period as is required to comply with the minimum mandatory holding period
applicable to shares underlying a French-Qualified Award under Section L.
225-197-1 of the French Commercial Code, as amended, or under the relevant
sections of the French Tax Code of the French Security Code, as amended) during
which the Participant shall hold the shares of Common Stock issued pursuant to
the vesting of the Award in order to benefit from the favorable tax and social
security regime in France.

     

     "French
Subsidiaries" means all the French subsidiaries of the Company within the
meaning of Section L. 225-197-2 of the French Commercial Code or any provision
substituted for same.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              2.  

            	
              Eligibility
      to Participate

            


    

     

    (a) Subject
to Section 2(c) below, any individual who, on the Award Date and to the extent
required under French law, is employed under the terms and conditions of an
employment contract (“contrat
de travail”) by a French Subsidiary or who is a corporate officer of a
French Subsidiary (subject to Section 2(c) below) shall be eligible to receive,
at the discretion of the Plan Administrator, a French-Qualified Award, provided
he or she also satisfies the eligibility conditions of Section 5 of the
Plan.

     

    (b) French-Qualified
Awards may not be issued to a corporate officer of a French Subsidiary, other
than the managing corporate officers (i.e., Président du Conseil
d’Administration, Directeur Général, Directeur Général Délégué,
Membre du Directoire,
Gérant de Sociétés par
actions), unless the corporate officer is employed by a French
Subsidiary, as defined by French law.

     

    (c) French-Qualified
Awards may not be issued to Participants owning more than ten percent (10%) of
the Company’s share capital or to individuals other than employees and corporate
executives of a French Subsidiary, as set forth in this Section 2.

     

    
      	
              3.  

            	
              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").

     

    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 of
Common Stock for each Vested Unit.

     

    The Award
will terminate and the Unvested Units will be subject to forfeiture upon your
termination of employment as set forth in Section 6 and as further
described in Section 12(l) below.

     

    
      	
              4.  

            	
              Non-Transferability

            


    

     

    Notwithstanding
any provision in the Plan to the contrary, except in the case of death, the
Units shall not be transferred to any third party other than your heirs and the
shares of Common Stock shall be issued only to you during your
lifetime.

     

    
      	
              5.  

            	
              No
      Rights as Shareholder

            


    

     

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

     

    
      	
              6.  

            	
              Termination
      of Employment; Corporate
Transaction

            


    

     

    
      	
              6.1  

            	
              Termination
      of Employment.

            


    

     

    If your
employment terminates during the Units' vesting period for any reason other than
Cause or death, 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.

     

    If your
employment terminates during the Units’ vesting period and a number of Units
become Vested Units as a result of the pro-rata vesting described above, such
Vested Units will not be settled in shares of Common Stock until the date such
Units would otherwise have been settled in accordance with the Vesting Schedule,
except if your employment terminates by reason of Disability in which case the
Vested Units will be settled as described below.

     

    If your
employment terminates during the Units’ vesting period by reason of Disability,
the Units that become Vested Units as a result of such pro-rata vesting will be
settled to you within a reasonable period following the acknowledgement by the
Company/the French Subsidiary of the Disability. You shall not be bound by the
Holding Period.

     

    If your
employment terminates during the Units' vesting period by reason of death, the
Units will become transferable to your heirs.  The Company will issue
the shares of Common Stock subject to the Units to your heirs upon their
request, provided they contact the Company within six (6) months following your
death.  If your heirs do not request the issuance of the shares of
Common Stock within six (6) months of your death, the Units will be forfeited to
the Company.  Your heirs shall not be bound by the Holding
Period.

     

    If your
employment terminates for Cause, any Unvested Units will be forfeited
immediately to the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              6.2  

            	
              Corporate
      Transactions.

            


    

     

    In the
event of a Corporate Transaction as described in Section 14.3.1 of the Plan, the
Plan Administrator may, in its discretion, authorize an adjustment to the terms
and conditions of the Award or the underlying shares of Common Stock in
accordance with the Plan and pursuant to applicable French legal and
tax rules.  Nevertheless, the Plan Administrator, at its
discretion, may decide to make adjustments which are not authorized under French
law, in which case the Award may no longer qualify as a French-Qualified Award
and the favorable tax and social security treatment for the Award may be
lost.

     

    Assumption
of the Award in the case of a Corporate Transaction, as well as an acceleration
of vesting or the Holding Period or any other mechanism implemented upon a
Corporate Transaction, or in any other event, to compensate you, may result in
the Award no longer being eligible for the favorable French tax and social
security regime.

     

    
      	
              7.  

            	
              Holding
      Period and Shareholding
Restrictions

            


    

     

    
      	
               

              Subject
      to the provisions of Section 6.1 above, you shall hold and keep the shares
      of Common Stock issued pursuant to the vesting of the Units during the
      Holding Period, even if you are no longer an employee or corporate
      officer, as applicable, of the French Subsidiary. As from the end of the
      Holding Period, the corresponding shares of Common Stock shall be freely
      transferable, subject to applicable legal and regulatory provisions in
      force and in particular to the provisions of Section 8
    below.

            
	
              In
      addition, if you qualify as a managing corporate officer, as defined in
      Section 2(b) above, and you are subject to shareholding restrictions under
      French law, you must hold 20% of the shares of Common Stock issued upon
      vesting of the Units and you may not sell such shares until you cease to
      serve as a managing corporate officer.  To ensure compliance
      with any applicable shareholding restrictions, the Company may require
      that the shares of Common Stock be held with a broker appointed by the
      Company (or according to any procedure implemented by the Company) until
      you cease to be subject to the shareholding restrictions.

               

            


    

     

    
      	
              8.  

            	
              Closed
      Periods

            


    

     

    As long
as the Award and the shares of Common Stock issued upon vesting of the Units
maintain their French-qualified status and to the extent such restriction is
applicable under French law, the shares of Common Stock may not be sold during
the "Closed
Periods" defined in Section L. 225-197-1 of the French Commercial Code,
as amended, which are currently: (a) ten quotation days before and after the
disclosure to the public of the consolidated financial statements or the annual
statements of the Company, and (b) any period during which the corporate
management of the Company possesses material information which could, if
disclosed to the public, significantly impact the quotation of the shares of
Common Stock, until ten quotation days after the day such information is
disclosed to the public.

     

    To ensure
compliance with the Closed Periods and the Holding Period described in Section 7
above, the Company may require that the shares of Common Stock be held with a
broker appointed by the Company (or according to any procedure implemented by
the Company)  until such shares of Common Stock are sold.

     

    
      	
              9.  

            	
              Securities
      Law Compliance

            


    

     

    9.1 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.

     

    9.2 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.

     

    9.3 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.

     

    9.4 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              10.  

            	
              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.

     

    This book
entry form will expressly stipulate to both you and the Company's transfer agent
that the Shares are non-transferable during the entire Holding Period. You must
accept this condition.

     

    
      	
              11.  

            	
              Responsibility
      for Taxes

            


    

     

    11.1 Regardless
of any action the Company or your employer (the "Employer")
takes with respect to any or all income tax, social security, payroll tax or
other tax-related items related to your participation in the Plan and legally
applicable to you ("Tax-Related
Items"), you acknowledge that the ultimate liability for all Tax-Related
Items is and remains your responsibility and may exceed the amount 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.

     

    11.2 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 11.2(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) 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 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.

     

    
      
         

      

      
         

        
          

        

      

    

    11.3 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 11.2(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 11.2(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 11.2(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 11.2(a) and this Section 11.3.  The
Agent is a third party beneficiary of Section 11.2(a) and this Section
11.3.

     

    
      	
              12.  

            	
              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.

    
      
      

      
        

      

    

    
      
      

    

     

    13. 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.

     

     

    14. 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
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.

     

     

    15. 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.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    16. 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.

     

     

    By
signing and submitting the Award Notice, you confirm that you have read and
understood the documents relating to this Award (the Award Notice, the Plan and
the Agreement) which were provided in the English language.  You
accept the terms of these documents accordingly.

     

     

    En
signant et en renvoyant la Notification d’Attribution, vous
confirmez ainsi avoir lu et compris les documents relatifs à cette Attribution
(la Notification d’Attribution, le Plan et ce Contrat d’attribution) qui ont été
communiqués en langue anglaise.  Vous en acceptez les termes en
connaissance de cause.

     

     

    17. General
Provisions

     

     

    17.1 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.

     

     

    17.2 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.

     

     

    17.3 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.

     

    
      	
               

              17.4           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

            


    

    
      	 
      


    

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