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ITRON,
INC.
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AMENDED
AND RESTATED 2000 STOCK INCENTIVE PLAN
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RESTRICTED
STOCK UNIT AWARD NOTICE
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FOR
PARTICIPANTS IN FRANCE
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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 “Agreement”) 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.
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Participant
:
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Grant
Date :
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Number
of Restricted Stock Units :
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Vesting
Schedule :
The Award will vest in full on the second anniversary of the Grant
Date (" Vesting Date ") .
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Holding
Period :
From _________, 20__ until ________, 20__ inclusive
(2 years from Vesting Date), or such other period applicable under
French law.
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Additional
Terms/Acknowledgement : This
Award is subject to all the terms and conditions set forth in this
Award Notice, the Agreement, and the Plan which are attached to and
incorporated into this Award Notice in their entirety.
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I
accept this award subject to the terms and
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conditions
stated herein.
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Attachments
:
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1. Restricted
Stock Unit Award Agreement
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2. Plan
Summary
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3. Stock
Incentive Plan
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ITRON,
INC.
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AMENDED
AND RESTATED 2000 STOCK INCENTIVE PLAN
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RESTRICTED
STOCK UNIT AWARD AGREEMENT
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FOR
PARTICIPANTS IN FRANCE
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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 ") 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.
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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 ").
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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.
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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.
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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.
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The
details of the Award are as follows:
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The
following additional terms shall be defined as follows:
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"
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.
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"
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.
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"
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.
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Eligibility
to Participate
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(a)
Subject
to Section 2(c) below, any individual who, on the Grant Date of the
Award 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.
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 ").
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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.
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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.
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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.
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You
shall not have voting, dividends rights or other rights as a
shareholder of the Company with respect to the Units.
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Termination
of Employment; Corporate Transaction
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Termination
of Employment.
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Except
as provided in Section 6.2 below, if your employment terminates
during the Units' vesting period by reason of Disability or
Retirement, 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.
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In
case of your Retirement, 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 such Units would otherwise have been
settled in accordance with the Vesting Schedule.
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In
the event of your 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.
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Except
as provided in Section 6.2 below, 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.
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If
your employment terminates for reasons other than death, Disability
or Retirement, any Unvested Units will be forfeited to the
Company.
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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.
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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.
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Holding
Period and Shareholding Restrictions
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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.
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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.
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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.
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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.
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