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ITRON,
INC.
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RESTRICTED
STOCK UNIT AWARD NOTICE FOR PARTICIPANTS IN THE UNITED
STATES
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AMENDED
AND RESTATED 2000 STOCK INCENTIVE PLAN
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LONG
TERM PERFORMANCE PLAN
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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 (“RSU Award Agreement”), the Company Long
Term Perfomance Plan (“LTPP”), and the Itron, Inc.
Amended and Restated 2000 Stock Incentive Plan (the "
Plan "), which are incorporated into this Award
Notice in their entirety.
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Number
of Restricted Stock Units :
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Vesting
Commencement Date:
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The
Award will vest in full on the third anniversary of the Vesting
Commencement Date (the “Vest Date”)
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Additional
Terms : This
Award is subject to all the terms and conditions set forth in this
Award Notice, the RSU Award Agreement, the LTPP, and the Plan which
are attached to and incorporated into the Award Notice in their
entirety.
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I
accept this award subject to the terms and conditions stated
herein.
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Attachments
:
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1. Restricted
Stock Unit Award Agreement
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2. 2000
Stock Incentive Plan
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3. Plan
Summary
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4. LTPP
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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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Pursuant
to your Restricted Stock Unit Award Notice (the " Award
Notice "), the LTPP, and this Restricted Stock Unit Award
Agreement (this " 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.
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The
details of the Award are as follows:
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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).
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2.Termination
of Employment; Corporate Transaction
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2.1 Termination
of Employment
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(a)
Vesting of Units. Except as provided in Section 2.2
below, if your employment terminates during the Units' vesting
period for any reason other than Cause, 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 your termination of
employment must constitute a “separation from service”
under Section 409A of the Code and the regulations thereunder
(“409A”); and, provided further, that 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. In the event
that your termination of employment 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.
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(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.
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2.2 Corporate
Transaction
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In
the event of a Corporate Transaction (other than a Related Party
Transaction) that also constitutes a change in control
even
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