ex_10-19.htm


    Exhibit
10.19

    


    


    


    ITRON,
INC.

    EXECUTIVE
DEFERRED COMPENSATION PLAN

     

    ARTICLE
I. ESTABLISHMENT AND NATURE OF PLAN

     

    The
Company established the Plan effective October 1, 1991.  The Plan
was amended and restated effective August 1, 1996, and was further amended
in 2007.  The Plan is amended and restated in its entirety effective
January 1, 2008, and this amendment and restatement applies to all amounts
deferred under the Plan that remain unpaid on or after January 1, 2008 (whether
deferred before, on or after January 1, 2005).  The purpose of the
Plan is to permit a select group of management and highly compensated employees
of the Company to defer receipt of a portion of their anticipated compensation
in addition to the amount that they can defer under the Company's 401(k)
plan.  The Company intends that the Plan shall constitute, and shall
be construed and administered as, an unfunded plan of deferred compensation
within the meaning of the Employee Retirement Income Security Act of 1974, as
amended, and the Code.

     

    ARTICLE
II.  DEFINITIONS

     

    Whenever
used herein, the following terms shall have the respective meanings set forth
below, unless the context clearly indicates otherwise.  In addition,
unless some other meaning or intent is apparent from the context, the plural
shall include the singular and vice versa; and masculine, feminine and neuter
words shall be used interchangeably.

     

    2.1           "Account"
means, with respect to each Participant, the account established by the Company
to reflect the Deferrals under Article IV and the Matching
Contributions under Article V below, increased (decreased) by allocated earnings
(losses) and income (expenses) as determined under Article VI
below.

     

    2.2           "Administrator" means the person or
persons appointed by the Compensation Committee to administer the Plan or, if no
such person has been appointed, the Compensation Committee.

     

    2.3           "Beneficiary"
means the person, trust or other entity designated by the Participant in
accordance with Section 8.4 below to receive payment under the Plan in the event
of the Participant's death.

     

    2.4           "Board"
means the Board of Directors of Itron, Inc.  With respect to the
exercise of authority hereunder, not otherwise delegated, including, but not
limited to, the powers to amend, modify or terminate the Plan, "Board" shall
mean the Board acting through the Compensation Committee or such other
committees, officers or persons as the Board may authorize from time to time.

     

    2.5           "Bonus" means any amount paid to
an Eligible Employee as a bonus pursuant to a bonus arrangement maintained by
the Company, before payroll deduction (including, without limitation, payroll
deductions for taxes, deferrals under this Plan and deferrals under the Itron,
Inc. Incentive Savings Plan).

     

    2.6           "Change
of Control" means any of the following:

     

    
      	 
      	
              (a)

            	
              the
      purchase or other acquisition by any person, entity or group of persons,
      within the meaning of Section 13(d) or 14(d) of the Securities Exchange
      Act of 1934 (the "Act"), or any comparable successor provisions, of
      beneficial ownership (within the meaning of Rule 13d-3 promulgated under
      the Act) of fifteen percent (15%) or more of either the Company's then
      outstanding shares of common stock or the combined voting power of the
      Company's then outstanding securities entitled to vote
      generally;

            


    

     

    
      	 
      	
              (b)

            	
              during
      any period of twenty-four (24) consecutive months, individuals who at the
      beginning of such period constituted the Board cease for any reason to
      constitute at least a majority of the Board, unless the election of each
      new director, or his or her nomination for election by the stockholders of
      the Company, was approved by a vote of at least two-thirds (2/3) of the
      directors then still in office who were directors at the beginning of such
      period;

            


    

     

    
      	 
      	
              (c)

            	
              the
      approval by the stockholders of the Company of a reorganization, merger,
      consolidation or share exchange, in each case, with respect to which
      persons who were stockholders of the Company immediately prior to such
      reorganization, merger, consolidation or share exchange do not,
      immediately thereafter, own more than eighty-five percent (85%) of the
      combined voting power entitled to vote generally in the election of
      directors of the reorganized, merged, consolidated or exchanged Company's
      then outstanding securities; or

            


    

     

    
      	 
      	
              (d)

            	
              the
      approval by the stockholders of the Company of the complete liquidation or
      dissolution of the Company or an agreement for the sale of all or
      substantially all of the Company's
assets.

            


    

     

    2.7           "Code"
means the Internal Revenue Code of 1986, as now or hereafter amended and in
effect.

     

    2.8           "Company"
means Itron, Inc. and any other corporation or other entity that is aggregated
with Itron, Inc. under Code Section 414(b) or (c) to which the Board, in its
sole discretion, may from time to time extend the Plan.

     

    2.9           "Compensation
Committee" means the Compensation Committee of the Board.

     

    2.10           "Deferral
Agreement" means the election form(s) promulgated by the Administrator and
executed by the Participant authorizing the deferral of Salary and/or Bonus and
consenting to the terms and conditions of the Plan, the same as if the
Participant were a signatory hereto.

     

    2.11           "Eligible
Employee" means an employee of the Company who meets the eligibility
requirements set forth in Article III below.

     

    2.12           "Hostile
Change of Control" means an event or occurrence described in Section 2.6(a), (c)
or (d) above that occurs without the prior recommendation, approval or consent
of the Board or an event or occurrence described in Section 2.6(b)
above.

     

    2.13           "Measurement
Fund" means a phantom investment fund designated by the Administrator to serve
as a measurement device for purposes of valuing the portion, if any, of a
Participant’s Account allocated to such phantom investment fund.

     

    2.14           "Participant" means an Eligible
Employee who has elected, under the Plan to defer payment of Salary and/or
Bonus.  A person remains a Participant so long as he has an Account
balance under the Plan, whether or not he remains an Eligible
Employee.

     

    2.15           "Plan"
means the Itron, Inc. Executive Deferred Compensation Plan, as set forth herein,
together with all amendments hereto.

     

    2.16           "Salary"
means the base salary paid to an Eligible Employee by the Company before payroll
deduction.

     

    2.17           "Specified
Employee" means a Participant who, as of the date of the Participant's
Termination, is a key employee of the Company.  A Participant is a key
employee if the Participant meets the requirements of Code
Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the
regulations thereunder and disregarding Code Section 416(i)(5)) at any time
during the 12 month period ending on a "specified employee identification
date."  If a Participant is a key employee as of a specified employee
identification date, he or she shall be treated as a Specified Employee for the
12 month period beginning on the related "specified employee effective
date."  Unless Itron, Inc. has designated different dates in
accordance with the provisions of Treasury Regulation Sections 1.409A-1(i)(3),
(4) and (8), the specified employee identification date shall be December 31 of
each year and the specified employee effective date shall be the following April
1.

     

    2.18           "Termination"
and its derivations, such as "Terminate," mean separation from service as an
Employee within the meaning of Code Section 409A and the regulations thereunder,
voluntarily or involuntarily, for any reason other than death.

     

    2.19           "Trust"
means the Itron, Inc. Benefits Protection Trust, as now or hereafter amended and
in effect.

     

    2.20           "Unforeseeable
Emergency" means a severe financial hardship to the Participant resulting from
an illness or accident of the Participant, of the Participant's spouse, the
Participant's Beneficiary or the Participant's dependent (as defined in Code
Section 152(a), without regard to Sections 152(b)(1), (b)(2) and
(d)(1)(B)), loss of the Participant's property due to casualty (including the
need to rebuild a home following damage to a home not otherwise covered by
insurance, for example, not as a result of a natural disaster); or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant.  For example, the following may
be Unforeseeable Emergencies:  (a) the imminent foreclosure of or
eviction from the Participant's primary residence may constitute an
Unforeseeable Emergency; (b) the need to pay for medical expenses, including
nonrefundable deductibles, as well as for the costs of prescription drug
medication may constitute an Unforeseeable Emergency; or (c) the need to pay for
the funeral expenses of a spouse, a Beneficiary, or a dependent (as defined in
Code Section 152, without regard to Sections 152(b)(1), (b)(2) and
(d)(1)(B)).  Examples of events not considered Unforeseeable
Emergencies include the need to pay for tuition or the desire to purchase a
home.

     

    ARTICLE
III.  ELIGIBILITY AND PARTICIPATION

     

    3.1           Eligibility.  All
executive officers of Itron, Inc., and such other employees of the Company as
the Board may designate from time to time, shall be eligible to participate in
the Plan as of the date designated by the Board; provided, however, that the
Board may revoke an active Participant's privilege to make prospective deferrals
to this Plan at any time.

     

    3.2           Participation.  An
Eligible Employee shall become a Participant by completing a Deferral Agreement
and filing it with the Company in accordance with Article IV
below.

     

    ARTICLE
IV.  DEFERRALS

     

    4.1           Salary
Deferrals.

     

    (a)           Prior
to the beginning of each calendar year, an Eligible Employee may elect to defer
receipt of up to fifty percent (50%) of the Salary that he anticipates earning
for services performed during such calendar year.  Such election shall
be made by filing a Deferral Agreement with the Company in the manner and by the
time specified by the Administrator; provided, however that such Deferral
Agreement must be filed with the Company prior to the first day of the first
calendar year for which it is to be effective and shall become irrevocable with
respect to a calendar year on the last day of the calendar year immediately
preceding such calendar year (or such earlier date as the Administrator may
prescribe).  Notwithstanding the foregoing, an Eligible Employee who
first becomes eligible to participate in the Plan during a calendar year may
elect to defer Salary that has not yet been earned in that calendar year (as of
the date his Deferral Agreement is filed with the Company) within thirty (30)
days after becoming eligible to participate.

     

    (b)           
In addition to, or in lieu of, deferrals pursuant to subsection (a) immediately
above, prior to the beginning of each calendar year, an Eligible Employee may
elect to defer receipt of Salary that he anticipates earning for services
rendered in such calendar year in an amount equal to the amount of any salary
deferrals (and related earnings) returned to him during such year from the
Itron, Inc. Incentive Savings Plan due to such plan’s failure to satisfy the
actual deferral percentage test under Section 401(k)(3) of the
Code.  Such election shall be made by filing a Deferral Agreement with
the Company in the manner and by the time specified by the Administrator;
provided, however, that such Deferral Agreement must be filed with the Company
prior to the first day of the first calendar year for which it is to be
effective and shall become irrevocable with respect to a calendar year on the
last day of the calendar year immediately preceding such calendar
year.

     

    4.2           Bonus Deferrals.  An
Eligible Employee may elect to defer receipt of up to fifty percent (50%) of any
Bonus that he anticipates receiving.  Such election shall be made by
filing a Deferral Agreement with the Company in the manner and by the time
specified by the Administrator; provided, however that (a) if such Bonus is
“performance-based compensation,” as defined in Treasury Regulation 1.409A-1(e),
such Deferral Agreement must be filed with the Company (and become irrevocable)
no later than June 30 of the calendar year in which the services to which
the Bonus relates are performed, and (b) if such Bonus is not “performance-based
compensation,” such Deferral Agreement must be filed with the Company (and
become irrevocable) no later than the end of the calendar year preceding the
calendar year in which the services to which the Bonus relates are
performed.

     

    4.3           Changes in Deferral
Elections.  Subject to Section 8.3 below, a Participant's
Deferral Agreement shall remain in effect from calendar year to calendar year
until terminated or modified by the Participant or until the Participant ceases
to be an Eligible Employee.  A Participant may terminate or modify his
Deferral Agreement, effective as of the first day of any subsequent calendar
year, by filing a new Deferral Agreement with the Company in accordance with the
provisions of Section 4.1 and/or 4.2 above, as applicable.

     

    4.4           Accounting.  The
Company shall credit a Participant's deferrals pursuant to Section 4.1 and
4.2 above to the Participant's Account on the date such amounts would have been
paid to the Participant had they not been deferred by the Participant (or as
soon as administratively practicable thereafter).

     

    ARTICLE
V.  MATCHING CONTRIBUTIONS

     

    5.1           Amount of Matching
Contributions.  A Participant’s Account shall be credited with
matching contributions in an amount equal to fifty percent (50%) of the first
six percent (6%) of total Salary and Bonuses deferred under the Plan by such
Participant during a payroll period.  Matching contributions shall be
credited to a Participant whose employment with the Company terminates based
upon the total Salary and Bonuses deferred under the Plan by such Participant
through his termination date.

     

    5.2           Accounting.  The
Company shall credit its matching contribution for a payroll period for a
Participant to the Participant's Account at the same time as it credits the
deferrals to which such contributions relate to such Account.

     

    ARTICLE
VI.  ACCOUNTS

     

    6.1           Establishment and Nature of
Participant Accounts.  The Company shall establish and maintain
in the name of each Participant an Account to reflect the Participant's interest
under the Plan.  The maintenance of such Accounts is for record
keeping purposes only.  No funds or other assets of the Company shall
be segregated or attributable to the amounts that may be credited to a
Participant's Accounts from time to time, but rather benefit payments under the
Plan shall be made from the general assets of the Company at the time any such
payments become due and payable.

     

    6.2           Account
Earnings.

     

    (a)           Allocation
of Gains and Losses.  Participant Accounts shall be adjusted on a
daily basis (through the date immediately preceding the date on which the last
payment to the Participant or Beneficiary, as applicable, is processed),
according to the performance of the Measurement Fund(s) selected by the
Participant pursuant to Section 6.2(b).  Credits and debits to a
Participant’s Account on a particular day shall be taken into account for
purposes of calculating earnings or losses in a manner determined by the
Administrator.

     

    (b)           Allocation
to Measurement Funds.  A Participant may allocate and reallocate his
Account among the various Measurement Funds designated by the Administrator from
time to time.  All such allocations and reallocations must be made in
accordance with, and subject to, such rules and procedures as the Administrator
may establish.  To the extent a Participant fails to allocate his or
her Account to a Measurement Fund, such Participant will be deemed to have
selected the Measurement Fund designated by the Administrator as the default
Measurement Fund.

     

    (c)           No
Actual Investment.  Notwithstanding any provision in the Plan to the
contrary, the Measurement Funds are to be used for measurement purposes
only.  Neither the Participant’s selection of a Measurement Fund nor
the crediting or debiting of amounts to the Participant’s Account in accordance
with that selection shall be considered or construed as an actual investment of
the Participant’s Account in any Measurement Fund or as requiring the Company or
the Administrator to invest any assets in any Measurement Fund or in any other
particular investment.  In the event that the Company or the
Administrator, in its own discretion, decides to invest funds in any or all of
the investments on which the Measurement Funds are based, no Participant (or
Beneficiary) shall have any rights in or to such investments.  Without
limiting the foregoing, a Participant’s Account balance shall at all times be a
bookkeeping entry only and shall not represent any investment made on his or her
behalf by the Company or the Administrator; the Participant shall at all times
remain an unsecured creditor of the Company.  The Administrator is
under no obligation to offer any particular investment as a Measurement Fund and
may discontinue, substitute, modify or add Measurement Funds at any
time.

     

    6.3           Account
Statements.  After the close of each calendar year, or more
frequently as the Administrator, in its sole discretion, determines, the Company
shall furnish each Participant with a statement of the value of his
Account.

     

    ARTICLE
VII.  VESTING

     

    A
Participant shall be fully vested in his Account at all times, subject only to
the Participant's status as a general unsecured creditor of the Company in the
event of its insolvency or bankruptcy.

     

    ARTICLE
VIII.  DISTRIBUTIONS

     

    8.1           Timing of
Distribution.  Except as provided otherwise in this
Article VIII, a Participant's Account shall be distributed or commence to
be distributed to the Participant within ninety (90) days after the
Participant's Termination.

     

    8.2           Form of
Distribution.  Except as provided otherwise in this
Article VIII, a Participant's Account shall be distributed to the
Participant in either a lump sum or in approximately equal annual installments
over a period not to exceed ten (10) years.  Said form shall be
irrevocably elected by the Participant on the Participant's initial Deferral
Agreement; provided, however, that the Participant may, with the consent of the
Administrator, change the distribution form, provided such change does not
result in the acceleration of payments within the meaning of Code
Section 409A.  Any such change (a) must be requested in
writing (and such request must be filed with the Administrator) at least twelve
(12) months prior to the date on which the Participant Terminates,
(b) shall automatically result in the distribution (or commencement of
distribution) of the Participant's benefit being delayed until the fifth (5th)
anniversary of the date on which it would otherwise have occurred (or
commenced), (c) shall not take effect for twelve (12) months after the date
on which such change request is filed with the Administrator, and (d) shall
not be effective unless and until approved by the Administrator.  Any
change requested which does not meet all the above requirements shall be null
and void.  If a Participant fails to elect a form of distribution on
his initial Deferral Agreement, then such Participant shall be deemed to have
initially elected a lump sum distribution.

     

    8.3           Unforeseeable
Emergency.  (a)                                                                           Any
Participant who experiences an Unforeseeable Emergency may request a
distribution from his Account under the Plan.  The amount of any such
distribution may not exceed the lesser of the balance in the Participant's
Account as of the date of distribution or the amount reasonably necessary to
satisfy the emergency need (which may include amounts necessary to pay Federal,
state, local or foreign income taxes or penalties reasonably anticipated to
result from the distribution).  Whether a Participant has experienced
an Unforeseeable Emergency permitting a distribution under this Section 8.3
shall be determined by the Administrator based on the relevant facts and
circumstances of each case, but, in any case, a distribution on account of an
Unforeseeable Emergency may not be made to the extent that the emergency need is
or may be relieved through reimbursement or compensation by insurance or
otherwise, by liquidation of the Participant's assets (to the extent the
liquidation would not itself cause severe financial hardship), or by cessation
of deferrals under the Plan.  A Participant shall be required to
submit a written request for such a withdrawal, together with such supporting
documentation as the Administrator may require, to the Administrator for review
and approval.  If the Administrator approves the Participant's
request, the Participant's deferrals under the Plan shall be cancelled
prospectively, effective upon the date of such approval, and any distribution
shall be made within ninety (90) days after such approval.  If the
requesting Participant's emergency need can be satisfied simply by cancelling
the Participant's deferrals under the Plan without a corresponding distribution,
then the Administrator may authorize such cancellation, even though no
distribution can be made.  A Participant whose deferrals have been
cancelled under this subsection (a) may not recommence deferrals under the
Plan until the first day of the following calendar year.

     

    (b)           A
Participant's deferrals shall be cancelled prospectively upon the Participant's
receipt of a hardship withdrawal from the Itron, Inc. Incentive Savings Plan or
any other 401(k) plan sponsored, maintained or contributed to by the
Company.  A Participant whose deferrals have been cancelled under this
subsection (b) may not recommence deferrals under the Plan until the first
day of the first calendar year commencing at least six (6) months after the date
of such hardship withdrawal.

     

    (c)           The
recommencement of deferrals following cancellation pursuant to this
Section 8.3 shall be governed by the provisions of Sections 4.1 and 4.2
above.

     

    8.4           Death
Benefits.

     

    (a)           Upon
the death of a Participant, any portion of the Participant's Account that has
not yet been distributed shall be paid in a lump sum to the Participant's
Beneficiary within ninety (90) days after the Participant's death.

     

    (b)           A
Participant shall designate his Beneficiary on such form (filed with the
Company) as the Administrator shall prescribe and may change that designation at
any time by filing a new beneficiary designation with the
Company.  Any such change shall be effective only if the Participant
is alive at the time the Company receives such change.  The most
recent beneficiary designation on file with the Company shall be
controlling.  If the Participant fails to designate a Beneficiary, or
if all of the Participant's designated Beneficiaries predecease the Participant,
then the Participant's Beneficiary shall be the Participant's surviving spouse
or, if the Participant has no surviving spouse, the Participant's surviving
children in equal shares, or, if the Participant has no surviving spouse or
surviving children, the Participant's estate.

     

    8.5           Payments to Specified
Employees.  Notwithstanding the foregoing, in the case of any
Specified Employee, payments due upon Termination shall not be made (or commence
to be made) before the date that is six (6) months after the date of Termination
(or if earlier, the date of such Specified Employee's death).  Any
amounts that would have been paid during the six (6) month period immediately
following Termination but for such delay will be paid on the first business day
following the date that is six (6) months after the Specified Employee's date of
Termination.

     

    8.6           Delay Due to Non-Deductibility under
Section 162(m).  Notwithstanding any provision of the Plan to
the contrary, but subject to the requirements of Code Section 409A, the
Company may delay any payment under the Plan to the extent it reasonably
anticipates that if the payment were made as scheduled, the Company's deduction
with respect to such payment would not be permitted due to the application of
Code Section 162(m).  Subject to the requirements of Code
Section 409A, any payment that is delayed under this Section 8.6 shall
be paid during the first taxable year of the Company in which the Company
reasonably anticipates, or should reasonably anticipate, that if the payment is
made during such year, the deduction of such payment will not be barred by
application of Code Section 162(m).

     

    8.7           Distribution in Event of
Taxation.  Notwithstanding any provision in the Plan to the
contrary, if this Plan fails to meet the requirements of Code Section 409A and
the regulations thereunder, the Administrator may distribute to each Participant
an amount from his or her Account not to exceed the amount required to be
included in such Participant’s income as a result of the Plan’s failure to meet
such requirements.

     

    ARTICLE
IX.  ADMINISTRATION

     

    9.1           Plan
Administration.  (a)  The Plan shall be administered
by the Administrator.

     

    (b)           The
Administrator shall have and exercise all discretionary and other authority to
control and manage the operation and administration of the Plan, except such
authority as is specifically allocated otherwise by or under the terms hereof,
and shall have the power to take any action necessary or appropriate to carry
out such responsibilities.  Without limiting the foregoing, and in
addition to the authority and duties specified elsewhere herein, the
Administrator shall have the discretionary authority to construe, interpret and
apply the terms and provisions of the Plan; to prescribe such rules and
regulations, and issue such directives, as it deems necessary or appropriate for
the administration of the Plan; and to make all other determinations and
decisions as it deems necessary or appropriate for the administration of the
Plan.  The Administrator may correct any defect or supply any omission
or reconcile any inconsistency in the Plan in the manner and to the extent it
deems expedient.  Decisions of the Administrator shall be final and
binding upon the Participants, and their legal representatives and
Beneficiaries.

     

    (c)           No
Participant who represents or is authorized to act on behalf of (or who is a
member of) the Administrator or the Board may decide, determine or act on any
matter that affects the distribution, nature or method of settlement of solely
his Account under the Plan, except in exercising an election available to that
member in his capacity as a Participant.

     

    9.2           Finality of
Determination.  Except as provided in Sections 9.6(d) and (e)
below with respect to appeals of claim denials, the determination of the
Administrator with respect to any question arising out of or in connection with
the administration, interpretation, and application of the Plan shall be final,
binding, and conclusive upon all persons and shall be given the greatest
deference permitted by law.

     

    9.3           Expenses.  All
expenses and costs incurred in connection with the administration and operation
of the Plan and Trust shall be borne by the Company.

     

    9.4           Legal
Proceedings.  Neither the Company, the Board, the Compensation
Committee, the Administrator nor any other person shall be bound to institute any legal
action against or between any person or persons, unless it shall first have been
indemnified to its satisfaction by the Plan.  If any dispute shall
arise regarding the person to whom payment or delivery of any sums or property
should be made by the Company, or regarding any act to be performed, the Company
may, in its sole discretion, retain such payment and postpone the performing of
such act until final adjudication of such dispute shall have been made in a
court of competent jurisdiction or otherwise to the satisfaction of the Company
or until the Company shall have been indemnified against loss to its
satisfaction.

     

    9.5           Disputed Payee or
Act.  If any dispute arises regarding the person to whom
payment or delivery of any sums or property should be made by the Company, or
regarding any act to be performed, the Company may, in its sole discretion,
retain such payment and postpone the performing of such act until final
adjudication of such dispute has been made in a court of competent jurisdiction
or otherwise to the satisfaction of the Company or until the Company has been
indemnified against loss to its satisfaction.

     

    9.6           Claims
Procedure.

     

    (a)           Filing a
Claim.  Benefits under the Plan shall be paid only if the
Administrator or the Compensation Committee decides, in its sole and absolute
discretion, that the Participant or Beneficiary, as applicable (the "Claimant")
is entitled to them.  A Participant or a Beneficiary (the "Claimant"),
or the authorized representative of either, shall file a claim for benefits
under the Plan with the Administrator in writing.  The Administrator
may prescribed a particular form for filing such claims, and, if it does so, a
claim will not be deemed properly filed unless such form is used, but the
Administrator shall provide a copy of such form to any person whose claim for
benefits is improper solely for this reason.

     

    (b)           Claim
Review.  Claims will be decided by the Administrator (or, if
the Administrator is the Compensation Committee, the senior human resources
officer of Itron, Inc., or another individual designated by the Compensation
Committee), which will make its decision with respect to a claim and notify the
Claimant (or his authorized representative) in writing of such decision within
ninety (90) days after receiving the claim.  The Administrator (or the
designee) may extend this ninety-day (90-day) period for an additional ninety
(90) days if it determines that special circumstances require additional time to
process the claim.  The Administrator (or the designee) will notify
the Claimant (or his authorized representative) in writing of any such extension
within ninety (90) days of receiving the claim.  The notice will
included the reason(s) why the extension is necessary and the date by which the
Administrator (or the designee) expects to render its decision on the
claim.

     

    If a
claim is partially or completely denied, the written notice to the Claimant (or
his authorized representative) will include:

     

    
      	 
      	
              (1)

            	
              The
      specific reason or reasons for the
denial;

            


    

     

    
      	 
      	
              (2)

            	
              Reference
      to the specific Plan provisions on which the denial is
    based;

            


    

     

    
      	 
      	
              (3)

            	
              A
      description of any additional material or information necessary for the
      Claimant to perfect the claim and an explanation of why such material or
      information is necessary; and

            


    

     

    
      	 
      	
              (4)

            	
              A
      description of the Plan’s claim appeal procedure (and the time limits
      applicable thereto), including a statement of the Claimant's right to
      bring a civil action under Section 502(a) of ERISA, following an
      adverse determination on appeal.

            


    

     

    If a
Claimant submits a claim in accordance with the procedure described above and
does not hear from the Administrator (or the designee) within ninety (90) days,
the Claimant may consider the claim denied.

     

    (c)           Appealing a Claim
Denial.  If a claim is partially or completely denied, the
Claimant has the right to appeal the denial.  To appeal a claim
denial, the Claimant (or his authorized representative) must file a written
request for appeal with the Compensation Committee within sixty (60) days after
receiving written notice of the claim denial.  This written request
for appeal should include:

     

    
      	 
      	
              (1)

            	
              A
      statement of the grounds on which the appeal is
  based;

            


    

     

    
      	 
      	
              (2)

            	
              Reference
      to the specific Plan provisions that support your
  claim;

            


    

     

    
      	 
      	
              (3)

            	
              The
      reason(s) or argument(s) why the Claimant believes the claim should be
      granted and the evidence supporting each reason or argument;
      and

            


    

     

    
      	 
      	
              (4)

            	
              Any
      other comments, documents, records or information relating to the claim
      that the Claimant wishes to submit.

            


    

     

    The
Claimant (or his authorized representative) will be provided, upon request and
free of charge, reasonable access to, and copies of, all documents, records and
other information relevant (within the meaning of 29 C.F.R.
§ 2560.503-1(m)(8)) to his claim.

     

    (d)           Decision on
Appeal.  Appeals will be decided by the Compensation Committee,
which will render its decision with respect to an appeal and notify the Claimant
(or his authorized representative) in writing of such decision within sixty (60)
days after receiving the appeal.  The Compensation Committee may
extend this sixty-day (60-day) period for an additional sixty (60) days if it
determines that special circumstances require additional time to process the
appeal.  The Compensation Committee will notify the Claimant (or his
authorized representative) in writing of any such extension within sixty
(60) days of receiving the appeal.  The notice will included the
reason(s) why the extension is necessary and the date by which the Compensation
Committee expects to render its decision on the appeal.  In reaching
its decision, the Compensation Committee will take into account all of the
comments, documents, records and other information that the Claimant (or his
authorized representative) submitted, without regard to whether such information
was submitted or considered by the Administrator in its initial denial of the
claim.

     

    If a
claim is partially or completely denied on appeal, the written notice of claim
denial will include the following:

     

    
      	 
      	
              (1)

            	
              The
      specific reason or reasons for the
denial;

            


    

     

    
      	 
      	
              (2)

            	
              Reference
      to the specific Plan provisions on which the denial is
    based;

            


    

     

    
      	 
      	
              (3)

            	
              A
      statement that the Claimant (or his authorized representative) is entitled
      to receive, upon request and free of charge, reasonable access to, and
      copies of, all documents, records and other information relevant (within
      the meaning of 29 C.F.R. § 2560.503-1(m)(8)) to the claim;
      and

            


    

     

    
      	 
      	
              (4)

            	
              A
      statement of the Claimant's right to bring an action under Section 502(a)
      of ERISA.

            


    

     

    If a
Claimant files an appeal in accordance with the procedure described above and
does not hear from the Administrator within sixty (60) days, the Claimant may
consider the appeal denied.

     

    (e)           Filing
Suit.  A Participant or Beneficiary must comply with the claim
and appeal procedures described above before seeking any other legal recourse
(including filing a law suit) regarding claims for benefits.  If a
Claimant wishes to file a court action after exhausting the foregoing
procedures, the Claimant (or his authorized representative) must file such
action in a court of competent jurisdiction within one hundred eighty (180) days
after the date on which the Claimant (or his authorized representative) received
the Administrator's written denial of the appeal.  Court actions may
not be commenced after this one hundred eighty (180) day period.  Any
judicial review of the Compensation Committee's decision on a claim will be
limited to whether, in the particular instance, the Compensation Committee
abused its discretion.  In no event will such judicial review be on a
de novo basis, because the Compensation Committee has discretionary authority to
determine eligibility for (and the amount of) benefits under the Plan and to
construe and interpret the terms and provisions of the Plan.

     

    ARTICLE
X.  HOSTILE CHANGE OF CONTROL

     

    10.1           Benefits Protection
Trust.  As soon as administratively practicable (but in no
event more than 14 days) after a Hostile Change of Control, the Company shall
contribute to the Trust an amount equal to the total of the Participants'
Account balances as of the date of the Hostile Change of Control, less the
amount already held in the Trust with respect to such Accounts, provided that
the Company is not then insolvent.  In addition, on and after a
Hostile Change of Control, the following shall apply (provided that the Company
is not then insolvent):

     

    
      	 
      	
              (a)

            	
              As
      soon as administratively practicable (but in no event more than 14 days)
      after the end of the month in which occurs a Hostile Change of Control and
      each month commencing thereafter, Company shall make an irrevocable
      contribution to the Trust in an amount that is equal to any amounts
      deferred pursuant to Article IV hereof by Participants during such
      month.

            


    

     

    
      	 
      	
              (b)

            	
              As
      soon as administratively practicable (but in no event more than one month)
      after the end of the calendar year in which occurs a Hostile Change of
      Control and each calendar year commencing thereafter, Company shall make
      an irrevocable contribution to the Trust in an amount equal to any
      Matching Contribution required to be made under this Plan pursuant to
      Section 5.1 hereof.

            


    

     

    
      	 
      	
              (c)

            	
              As
      soon as administratively practicable (but in no event more than two and
      one-half months) after the end of the calendar year in which occurs a
      Hostile Change of Control and each calendar year commencing thereafter,
      Company shall make an irrevocable contribution to the Trust in an amount
      that is equal to the total amount credited to the Participants' Accounts
      pursuant to Section 6.2 above, if any, for such calendar
      year.

            


    

     

    The
Company shall be insolvent if either (i) it is generally unable to pay its debts
as they become due unless such debts are the subject of a bona fide dispute, or
(ii) the Company is subject to a pending proceeding as a debtor under the United
States Bankruptcy Code.  The Company shall have no obligation to
contribute to the Trust or any other "rabbi" trust with respect to the Plan
except in the event of a Hostile Change of Control.

     

    10.2           Legal Defense
Trust.  Immediately upon a Hostile Change of Control, the
Company shall contribute to the Itron, Inc. Legal Defense Trust such amount as
may be specified in the trust agreement for such trust for purposes of
reimbursing Participants for legal fees and other related costs incurred by any
Participant in attempting to enforce such Participant's rights under the Plan,
provided that the Company is not then insolvent (as defined in Section 10.1
above).  The terms and conditions under which such fees and costs
shall be reimbursed shall be set forth in the trust agreement for such
trust.

     

    10.3           No Amendment After Hostile Change of
Control.  This Article X may not be amended or modified
following a Hostile Change of Control.

     

    ARTICLE
XI.  AMENDMENT, MODIFICATION AND TERMINATION

     

    Subject
to Section 10.3 above, this Plan may be amended, modified or terminated at any
time by the Board; provided, however, that no amendment, modification or
termination may adversely affect the rights of any
Participant, without his consent, to any benefit under the Plan to which he was
entitled prior to the effective date (or, if later, the adoption date) of such
amendment, modification or termination; and provided further, that the Plan may
not be amended, modified or terminated in any way without the consent of each
Participant for a period of two (2) years following a Change of
Control.  No amendment shall be made to the Plan if such amendment
would cause the Plan to be funded, or cause any amounts allocated to
Participants' Accounts under the Plan to be taxable to the Participants or their
Beneficiaries prior to the calendar year of actual receipt of such amounts, or
otherwise cause the Plan to lose its exemption from ERISA.  In the
event of the termination of the Plan, the Accounts shall be distributed to
Participants pursuant to Article VIII above, unless the Board, in its sole and
absolute discretion, directs that distributions occur sooner in accordance with
the provisions of Treasury Regulation
Section 1.409A-3(j)(4)(ix).

     

    ARTICLE
XII.  MISCELLANEOUS

     

    12.1           Plan Year.  The Plan
year shall be the calendar year.

     

    12.2           Withholding for Taxes and Other
Deductions.  The Company shall have the right to deduct from
any deferral, distribution or withdrawal under the Plan any applicable taxes
that it is required by law to withhold.  In addition, the Company may
also deduct from any distribution or withdrawal under the Plan any amounts owed
by the Participant to the Company; provided, however, that the amount deducted
from any distribution or withdrawal may not exceed the amount of such
distribution or withdrawal, less any applicable tax withholding.  The
immediately preceding sentence shall not apply after a Hostile Change of
Control.

     

    12.3           No Right to
Employment.  Nothing contained in the Plan or in any Deferral
Agreement executed by a Participant in connection herewith shall be construed to
(i) confer upon any employee any right of employment with the Company, (ii)
restrict in any way with the Company's right to terminate or change the terms or
conditions of any employee's employment at any time, or (iii) confer upon any
employee or any other person any claim or right to any distribution under the
Plan except in accordance with its terms.

     

    12.4           Alienation
Prohibited.  Neither the Participant nor any Beneficiary shall
have any right or ability to alienate, sell, transfer, assign, pledge or
encumber, either voluntarily or involuntarily, any amount due or expected to
become due under the Plan.  Nor shall any such amounts be subject to
garnishment, execution, levy or other seizure by any creditor of a Participant
or Beneficiary.  Notwithstanding the foregoing, the Administrator, in
its sole discretion, may authorize payment (including immediate payment) to an
“alternate payee” to the extent necessary to fulfill a "domestic relations
order," as defined in Code Section 414(p).

     

    12.5           General Limitation of
Liability.  Neither the Company, the Board, the Compensation
Committee, the Administrator nor any other person shall be liable, either
jointly or severally, for any act or failure to act or for anything whatsoever
in connection with the Plan, or the administration thereof, except, and only to
the extent of, liability imposed because of willful misconduct, gross negligence
or bad faith.  All benefit payments shall be made solely from the
Company's general assets.

     

    12.6           Contributions to
Trust.  Nothing contained herein shall be construed or
interpreted to preclude the Company from contributing to the Trust, or from
establishing and contributing to any other trust, to facilitate benefit payments
under the Plan prior to a Hostile Change of Control.  All amounts held
in the Trust (both now and in the future) shall be used to pay benefits under
the Plan on a first-come, first-served basis, and shall not be earmarked to pay
benefits to any particular Participant or Beneficiary.

     

    12.7           Unfunded
Plan.  Notwithstanding the existence of the Trust or any other
trust created pursuant to Section 12.6 above, the Plan shall be
unfunded.  All amounts deferred by, or credited to, Participants under
the Plan, all Participant Accounts established and maintained pursuant to the
Plan and all amounts contributed to the Trust or any other trust established
pursuant to Section 12.6 above shall continue for all purposes to be part
of the general assets of the Company until distributed; all benefits under the
Plan shall be paid solely from the general assets of the Company.  The
Plan constitutes a mere promise by the Company to make benefit payments in the
future.  Participants and Beneficiaries shall have the status of
general unsecured creditors of the Company with respect to the Plan and any
rights and benefits thereunder.  No Participant or Beneficiary shall
have any preferred claim to the amounts credited to a Participant's Accounts or
to any assets of the Company (or any trust established pursuant to
Section 12.6 above) on account of a Participant's participation in the Plan
prior to the time such amounts are actually paid to the Participant or
Beneficiary, and then only to the extent of any such payment.

     

    12.8           Applicable Law.  The
Plan shall be construed and its validity determined in accordance with the laws
of the State of Washington to the extent such laws are not preempted by federal
law.

     

    12.9           Severability.  If
any provision of the Plan is held by a court of competent jurisdiction to be
illegal, invalid or unenforceable, said illegality, invalidity or
unenforceability shall not affect the remaining provisions of the Plan, which
shall remain fully effective and shall be construed and enforced as if said
illegal, invalid or unenforceable provision had never been included
herein.

     

    12.10                      Successors and
Assigns.  The terms and conditions of the Plan, as amended and
in effect from time to time, shall be binding upon the Company's successors and
assigns, including without limitation any entity into which the Company may be
merged or with which the Company may be consolidated.

     

    12.11                      Compliance with
Section 409A.  The Plan is intended to comply with the
requirements of Code Section 409A (including accompanying regulations and
current IRS guidance) and to conform to the current operation of the
Plan.  Notwithstanding any provision of the Plan to the contrary, the
Plan shall be interpreted, operated and administered in a manner consistent with
this intention, so as to avoid the predistribution inclusion in income of
amounts deferred under the Plan and the imposition of any additional taxes or
interest thereon.  With respect to any Participant whose taxable year
is not the calendar year, all references in the Plan to "calendar year," except
those in Article V and Section 6.3 above, shall be deemed to be
revised to refer to the Participant's "taxable year."  The Company and
the Administrator may conclusively presume that a Participant's taxable year is
the calendar year until notified otherwise in writing by the
Participant.

     

    *           *           *           *           *

     

    IN
WITNESS WHEREOF, this instrument has been executed by the Company as
the

    ______________________day
of __________________________, 2008.

     

    


     

                                                                             ITRON, INC.

                                                                         By: _____________________________                                                     

                                                                         Its:
_____________________________