ex_10-9.htm


    Exhibit
10.9

     

    


    


     

    


     

    NON-EMPLOYEE
DIRECTOR STOCK OPTION

     

    AMENDED
AND RESTATED 2000 STOCK INCENTIVE PLAN

     

    


     

    NON-QUALIFIED
STOCK OPTION GRANT NOTICE

     

    


    


     

    Itron,
Inc. (the "Company") hereby grants to Participant an Option (the "Option") to
purchase shares of the Company's Common Stock.

    


    
      	
              Participant:

            	 
      	 
      
	
              Grant
    Date:

            	 
      	 
      
	
              Number of Shares Subject to
      Option:

            	 
      	 
      
	
              Grant Price (per
      Share):

            	 
      	 
      
	
              Option Expiration
      Date:

            	 
      	 
      
	
               

              Type of
      Option:

            	
               

              Nonqualified
      Stock Option

            
	
              Vesting and Exercisability
      Schedule:

            	
              [33-1/3%
      of the Option will vest and become exercisable on the one-year anniversary
      of the Grant Date. An additional 33-1/3% of the Option will vest and
      become exercisable each year thereafter so that the entire Option will be
      fully vested and exercisable three years from the Grant
      Date.]  OR

              [Fully
      vested and exercisable as of the Grant Date.]

               

            
	
              Additional
      Terms:  The Option is subject to all the terms and
      conditions set forth in this Stock Option Grant Notice (this "Grant
      Notice"), the Equity Grant Program for Non-Employee Directors (“NED
      Program”), the Stock Option Agreement, and the Company's Amended and
      Restated 2000 Stock Incentive Plan (the "Plan"), which are attached to and
      incorporated into this Grant Notice in their
  entirety.

            


    

    


    
      	 
      
	 
      
	
              PARTICIPANT

              I
      accept the Option subject to the terms and conditions stated
      herein.

               

              ______________________________________________

               

            	 
      
	
              Attachments:

              1.  Stock
      Option Agreement

              2.  2000
      Stock Incentive Plan

              3.  Plan
      Summary

              4.  NED
      Program

            	 
      


    

    


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    
      	
              NON-EMPLOYEE DIRECTOR STOCK OPTION

            
	
              AMENDED
      AND RESTATED 2000 STOCK INCENTIVE
PLAN

            


    

    


    
      	
               

              STOCK
      OPTION AGREEMENT

            
	 
      


    

    Pursuant
to your Stock Option Grant Notice (the "Grant Notice"), Itron,
Inc. has granted you an Option under its Amended and Restated 2000 Stock
Incentive Plan (the "Plan") to purchase the number of shares of the Company's
Common Stock (“Stock”) indicated in your Grant Notice (the "Shares") at the
Grant Price indicated in your Grant Notice.  Capitalized terms not
expressly defined in this Stock Option Agreement or the Grant Notice have the
same definitions as in the Plan.

     

    The
details of the Option are as follows:

     

    1.           Vesting and
Exercisability.  Subject to the limitations contained herein,
the Option will vest and become exercisable as provided in your Grant
Notice.

     

    2.           Securities Law
Compliance.  At the present time, the Company has an effective
registration statement with respect to the Shares.  The Company
intends to maintain this registration but has no obligation to do
so.  In the event that such registration ceases to be effective, you
will not be able to exercise the Option unless exemptions from registration
under federal and state securities laws are available, which exemptions from
registration are very limited and might be unavailable.  The exercise
of the Option must also comply with other applicable laws and regulations
governing the Option, and you may not exercise the Option if the Company
determines that such exercise would not be in material compliance with such laws
and regulations.

    


    3.           Method of
Exercise.  You may exercise the Option upon notice and payment
of the Grant Price by any of the following methods, unless disallowed by
law:

     

    (a)           broker
assisted exercise;

     

    (b)           Stock
already owned by you; or

     

    (c)           cash.

     

    You may
elect to receive the proceeds of the exercise in either cash or
Stock.

     

    4.           Term of Option. This Option shall expire
ten years from the Grant Date thereof, but shall be subject to earlier
termination as follows:

     

        

    
      	
              (a)           In
      the event that Participant ceases to be a director of the Company for any
      reason, the unvested portion of any Option granted to Participant shall
      terminate automatically.  The vested portion of the Option
      remains exercisable until earlier of (i) one year after the date he or she
      ceases to be a director of the Company or (ii) the date on which the
      Option expires by its terms, and

               

            
	
              (b)           
      Cause.  The
      unvested and vested portion of the Option will automatically expire at the
      time the Company first notifies you of your termination of service for
      Cause, unless the Plan Administrator determines otherwise.  If
      your service relationship is suspended pending an investigation of whether
      you will be terminated for Cause, all your rights under the Option
      likewise will be suspended during the period of
      investigation.  If any facts that would constitute termination
      for Cause are discovered after your Termination of Service, any Option you
      then hold may be immediately terminated by the Plan
      Administrator.

               

            


    

    It is your responsibility to
be aware of the date the Option terminates.

     

    5.           Limited
Transferability.  During your lifetime only you can exercise
the Option.  The Option is not transferable except by will or by the
applicable laws of descent and distribution, except to the extent permitted by
the Plan Administrator.  The Plan provides for exercise of the Option
by a beneficiary designated on a Company-approved form or the personal
representative of your estate.

     

    6.           Withholding Taxes. As a condition to the
exercise of any portion of the Option, you must make such arrangements as the
Company may require for the satisfaction of any federal, state, local or foreign
withholding tax obligations that may arise in connection with such
exercise.

     

    7.           Binding
Effect.  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.