ex10_8.htm


    Exhibit
10.8

     

    


     

    


     

    


     

    EMPLOYEE
STOCK OPTION

     

    AMENDED
AND RESTATED 2000 STOCK INCENTIVE PLAN

     

    


     

    INCENTIVE
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:                                                                                    Incentive 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.

            


    

    


    
      	
              Additional
      Terms:  The Option is subject to all the terms and
      conditions set forth in this Stock Option Grant Notice (this "Grant
      Notice"), 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.

            


    

    


    


    
      
        	
                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

    


    


    
      
         

      

      
         

        
          

        

      

    

    
      	
              EMPLOYEE
      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 provided however, that if you take the
proceeds in cash, you may not have the benefit of the intended tax treatment of
this option as an Incentive Stock Option.

     

    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)           Unvested Options.  In the event
      Participant ceases to be an employee of the Company for any reason, the
      unvested portion of the Option shall terminate
  immediately.

                
	
                  (b)           Vested
Options.

                


        

      

    

    
      	 
      


    

    
      
        
          	
                  1)           In
      the event Participant ceases to be an employee of the Company for any
      reason other than death, Disability, Retirement, or Cause, the vested
      portion of the Option shall remain exercisable until the earlier of (i) 90
      days after the date the Participant ceases to be an employee of the
      Company or (ii) the date on which the Option expires by its
      terms.

                   

                
	
                  2)           Death or Disability.  In the
      event of the death or Disability of the Participant while an employee of
      the Company, the vested portion of the Option shall remain exercisable
      until the earlier of (i) one year following the date of death or
      Disability of the Participant or (ii) the date on which the Option expires
      by its terms.  Upon death of Participant, the exercisable
      portion of the Option may be exercised by the personal representative of
      the Participant’s estate, the person(s) to whom the Participant’s rights
      under the Option have passed by will or the applicable laws of descent and
      distribution, or the beneficiary designated pursuant to the
      Plan.

                   

                
	
                  3)           Retirement.  In the event of the
      Retirement of the Participant while an employee of the Company, the vested
      portion of the Option shall remain exercisable until the earlier of (i)
      three years following the date of Retirement or (ii) the date on which the
      Option expires by its terms.  For purposes of this Stock Option
      Agreement, “Retirement” means retirement on or after the earlier of (i)
      age 65 or (ii) age 55 plus ten years of employment with the
      Company.

                   

                

4)           Cause.  The
unvested and vested portion of the Option will automatically expire at the time
the Company first notifies you of your termination of employment for Cause,
unless the Plan Administrator determines otherwise.  If your
employment 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
employment, any Option you then hold may be immediately terminated by the Plan
Administrator.

      

    

     

    Notwithstanding
anything to the contrary contained herein, assuming the Option does not
otherwise expire by its terms, to qualify for the beneficial tax treatment
afforded Incentive Stock Options, the Option must be exercised within 1) three
months after termination of employment for reasons other than death; and 2) one
year after termination of Service due to death or Disability.

     

    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.           Option Not an Employment or Service
Contract.  Nothing in the Plan or any award under the Plan will
be deemed to be an employment contract or limit in any way the right of the
Company to terminate your employment at any time, with or without
cause.

     

    8.           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.

     

    9.           Incentive Stock Option
Qualification.  All or a portion of the
Option is intended to qualify as an Incentive Stock Option under federal income
tax law, but the Company does not represent or guarantee that the Option
qualifies as such.

     

    If the
aggregate Fair Market Value (determined as of the Grant Date) of the shares of
Common Stock subject to the Option and all other Incentive Stock Options you
hold that first become exercisable during any calendar year exceeds $100,000,
any excess portion will be treated as a Nonqualified Stock Option, unless the
Internal Revenue Service changes the rules and regulations governing the
$100,000 limit for Incentive Stock Options.  A portion of the Option
may be treated as a Nonqualified Stock Option if certain events cause
exercisability of the Option to accelerate.

     

    10.           Notice of Disqualifying
Disposition.  To obtain certain tax benefits afforded to
Incentive Stock Options, you must hold the Shares issued upon the exercise of
the Option for two years after the Grant Date and one year after the date of
exercise.  You may be subject to the alternative minimum tax at the
time of exercise.  You should obtain tax advice when exercising the
Option and prior to the disposition of the Shares.  By accepting the
Option, you agree to promptly notify the Company if you dispose of any of the
Shares within one year from the date you exercise all or part of the Option or
within two years from the Grant Date.