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
|
Attachments
:
1. Stock
Option Agreement
2. 2000
Stock Incentive Plan
3. Plan
Summary
|
AMENDED
AND RESTATED 2000 STOCK INCENTIVE PLAN
|
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
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 o
|
