ex10_4.htm


     

    
      	
               

              Exhibit
      10.4

            


    

    
      	
               

              ITRON,
      INC.

            
	
              RESTRICTED
      STOCK UNIT AWARD NOTICE FOR PARTICIPANTS IN THE UNITED
    STATES

            
	
              AMENDED
      AND RESTATED 2000 STOCK INCENTIVE
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 (“Agreement”),
      and the Itron, Inc. Amended and Restated 2000 Stock Incentive Plan (the
      "Plan"),
      which are incorporated into this Award Notice in their
      entirety.

            
	 
      
	 
      


    

    
      	
               

              Participant:

            
	
              Grant
    Date:

            
	
              Number of Restricted Stock
      Units:

            


    

    
      	
               

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

            


    

    
      	 
      


    

    
      	
               

              Additional
      Terms:  This Award is subject to all the terms and
      conditions set forth in this Award Notice, the RSU Award Agreement, and
      the Plan 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

            
	
              2.  2000
      Stock Incentive Plan

            
	
              3.  Plan
      Summary

            
	 
      
	 
      


    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              ITRON,
      INC.

            
	
              AMENDED
      AND RESTATED 2000 STOCK INCENTIVE
PLAN

            


    

    
      	
               

              RESTRICTED
      STOCK UNIT AWARD AGREEMENT

            


    

    
      	
               

              Pursuant
      to your Restricted Stock Unit Award Notice (the "Award
      Notice") and this Restricted Stock Unit Award Agreement (this "RSU
      Award 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")
      for the number of Restricted Stock Units indicated in your Award
      Notice.  Capitalized terms not expressly defined in this RSU
      Award 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 the
      Company's 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).

            


    

    
      	
               

              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 by reason of (a) death, (b) Disability that also
      satisfies the definition of "disability" under Section 409A of the Code
      and the regulations thereunder ("Section
      409A") or (c) Retirement that also satisfies the definition of
      "separation from service" under Section 409A, the Unvested Units will vest
      pro-rata, based on the number of calendar days of employment with the
      Company during the vesting period (rounded down to the nearest whole
      number); provided, however, that if your employment terminates by reason
      of Retirement as provided above and if you are a "specified employee"
      under Section 409A, 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.  For
      purposes of this Agreement, “Retirement” shall mean a termination of
      employment on or after the Participant’s 65th
      birthday.  In the event that your termination of employment is
      by reason of a Disability that does not satisfy the definition of
      "disability" under Section 409A or by reason of Retirement that 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 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 stock in exchange for the pro-rated Vested Units, if your
      employment terminates by reason of (a) death, (b) Disability that also
      satisfies the definition of "disability" under Section 409A or (c)
      Retirement that also satisfies the definition of "separation from service"
      under Section 409A, the settlement date shall be (i) if you are a
      “specified employee,” the date six months after the date of death,
      Disability or Retirement or (ii) if you are not a “specified employee,”
      the date of death, Disability, or Retirement, and shares 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 or by reason of Retirement that does
      not satisfy the definition of "separation from service" 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 the Company's Common Stock that you receive pursuant to
      settlement of this Award (the "Shares")
      unless (a) there is an effective registration statement under the
      Securities Act of 1933, as amended (the "Securities
      Act") and applicable state 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 Securities and Exchange Commission
      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.Independent
      Tax Advice

            


    

    
      	
               

              You
      acknowledge that determining the actual tax consequences to you of
      receiving or disposing of the Units and Shares may be
      complicated.  These tax consequences will depend, in part, on
      your specific situation and may also depend on the resolution of currently
      uncertain tax law and other variables not within the control of the
      Company.  You are aware that you should consult a competent and
      independent tax advisor for a full understanding of the specific tax
      consequences to you of receiving the Units and receiving or disposing of
      the Shares.  Prior to executing this Agreement, you either have
      consulted with a competent tax advisor independent of the Company to
      obtain tax advice concerning the receipt of the Units and the receipt or
      disposition of the Shares in light of your specific situation or you have
      had the opportunity to consult with such a tax advisor but chose not to do
      so.

            


    

    
      	
               

              7.           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.

            


    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
               

              8.Withholding

            


    

    
      	
               

                    8.1  
            You are ultimately responsible
      for all taxes owed in connection with this Award including any domestic or
      foreign tax withholding obligation required by law, whether national,
      federal, state or local, including FICA or any other social tax obligation
      (the "Tax Withholding
      Obligation"), regardless of any action the Company or any Related
      Corporations take with respect to any such Tax Withholding Obligation that
      arises in connection with this Award.  The Company may refuse to
      issue any Shares to you, or your beneficiary, until you satisfy the Tax
      Withholding Obligation.

            


    

     

    8.2           In
order to satisfy your obligations set forth in Section 8.1, you hereby
irrevocably appoint any brokerage firm acceptable to the Company for such
purpose (the "Agent") as
your Agent, and authorize the Agent, to:

     

    
      	
              (a)  

            	
              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 withholding taxes that you
      are required to pay pursuant to Section 8.1 and all applicable fees
      and commissions due to, or required to be collected by, the
      Agent;

            


    

     

    
      	
              (b)  

            	
              Remit
      directly to the Company the cash amount necessary to cover the payment of
      all taxes required to be withheld with respect to the settlement of a
      Vested Unit, as of such date;

            


    

     

    
      	
              (c)  

            	
              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 (a) above;
and

            


    

     

    
      	
              (d)  

            	
              Remit
      any remaining funds to you.

            


    

     

    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 affect sales as provided in clause (a) above
jointly with sales for other employees of the Company 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 this Section 8.2 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 payment to the Company of
all federal, state, local and foreign taxes that are required by applicable laws
and regulations to be withheld.

     

    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 this Section 8.2.  The Agent is a third
party beneficiary of this Section 8.2.

    
      	
               

              8.3           Notwithstanding
      the forgoing, to the maximum extent permitted by law, the Company has the
      right to retain without notice from Shares issuable under the Award or
      from salary or other amounts payable to you, Shares or cash having a value
      sufficient to satisfy the Tax Withholding
  Obligation.

            


    

    
      	
               

              9.General
      Provisions

            


    

    
      	
               

              9.1           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.

            
	
               

              9.2           No Employment or Service
      Contract.  Nothing in this Agreement will be deemed to be
      an employment contract or limit in any way theright of the Company to
      terminate your employment at any time, with or without
    cause.

            
	
               

              9.3           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.

            
	
               

              9.4           Governing
      Law.  This Agreement will be construed and administered
      in accordance with and governed by the laws of the State of Washington
      without giving effect to principles of conflicts of law.  For
      the purposes of litigating any dispute that arises under this Agreement,
      the parties hereby consent to exclusive jurisdiction and agree that such
      litigation shall be conducted in the federal or state courts of the State
      of Washington.