ITRON, INC. — Board/Management Information 2010

Feb 18, 2010

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

| |
| --- |
| Date
of Report (Date of Earliest Event
Reported) |

| ITRON,
INC. |
| --- |
| (Exact
Name of Registrant as Specified in its
Charter) |

Washington	000-22418	91-1011792
(State
or Other Jurisdiction of
Incorporation)	(Commission
File No.)	(IRS
Employer Identification
No.)

| 2111
N. Molter Road, Liberty Lake, WA 99019 |
| --- |
| (Address
of Principal Executive Offices, Zip
Code) |

| (509)
924-9900 |
| --- |
| (Registrant’s
Telephone Number, Including Area
Code) |

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Award Agreements

On February 11, 2010, the Compensation Committee of the Board of Directors of the Company approved the form of award agreements listed below, which are attached to this Form 8-K as the respective exhibit indicates, for all awards to be issued under the Company’s Amended and Restated 2000 Stock Incentive Plan.

o Restricted Stock Unit Award Notice and Agreement for U.S. Participants for use in connection with the Company’s LTPP and issued under the Company’s Amended and Restated 2000 Stock Incentive Plan. (Exhibit 10.1 hereof)

o Restricted Stock Unit Award Notice and Agreement for International Participants (excluding France) for use in connection with the Company’s LTPP and issued under the Company’s Amended and Restated 2000 Stock Incentive Plan. (Exhibit 10.2 hereof)

o Restricted Stock Unit Award Notice and Agreement for Participants in France for use in connection with the Company’s LTPP and issued under the Company’s Amended and Restated 2000 Stock Incentive Plan. (Exhibit 10.3 hereof)

o Restricted Stock Unit Award Notice and Agreement for all Participants (excluding France) for use in connection with the Company’s Amended and Restated 2000 Stock Incentive Plan. (Exhibit 10.4 hereof)

o Restricted Stock Unit Award Notice and Agreement for Participants in France for use in connection with the Company’s Amended and Restated 2000 Stock Incentive Plan. (Exhibit 10.5 hereof)

o Stock Option Grant Notice and Agreement for use in connection with both incentive and non-qualified stock options granted under the Company’s Amended and Restated 2000 Stock Incentive Plan. (Exhibit 10.6 hereof)

On February 11, 2010, the Board of Directors of the Company approved the form of Change in Control Severance Agreement for Executive Officers, which is attached to this Form 8-K as Exhibit 10.7.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

| Exhibit
Number | Description |
| --- | --- |
| 10.1 | Form
of Restricted Stock Unit Award Notice and Agreement for U.S. Participants
for use in connection with the Company’s Long-Term Performance Plan (LTPP)
and issued under the Company’s Amended and Restated 2000 Stock Incentive
Plan. |
| 10.2 | Form
of Restricted Stock Unit Award Notice and Agreement for International
Participants (excluding France) for use in connection with the Company’s
LTPP and issued under the Company’s Amended and Restated 2000 Stock
Incentive Plan. |
| 10.3 | Form
of Restricted Stock Unit Award Notice and Agreement for Participants in
France for use in connection with the Company’s LTPP and issued under the
Company’s Amended and Restated 2000 Stock Incentive Plan. |
| 10.4 | Form
of Restricted Stock Unit Award Notice and Agreement for all Participants
(excluding France) for use in connection with the Company’s Amended and
Restated 2000 Stock Incentive Plan. |
| 10.5 | Form
of Restricted Stock Unit Award Notice and Agreement for Participants in
France for use in connection with the Company’s Amended and Restated 2000
Stock Incentive Plan. |
| 10.6 | Form
of Stock Option Grant Notice and Agreement for use in connection with both
incentive and non-qualified stock options granted under the Company’s
Amended and Restated 2000 Stock Incentive Plan. |
| 10.7 | Form
of Change in Control Severance Agreement for Executive
Officers. |

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

ITRON, INC.

Dated: February 18 , 2010 By: /s/ Steven M. Helmbrecht

Steven M. Helmbrecht

Sr. Vice President and Chief Financial Officer

EXHIBIT INDEX

| Exhibit
Number | Description |
| --- | --- |
| 10.1 | Form
of Restricted Stock Unit Award Notice and Agreement for U.S. Participants
for use in connection with the Company’s Long-Term Performance Plan (LTPP)
and issued under the Company’s Amended and Restated 2000 Stock Incentive
Plan. |
| 10.2 | Form
of Restricted Stock Unit Award Notice and Agreement for International
Participants (excluding France) for use in connection with the Company’s
LTPP and issued under the Company’s Amended and Restated 2000 Stock
Incentive Plan. |
| 10.3 | Form
of Restricted Stock Unit Award Notice and Agreement for Participants in
France for use in connection with the Company’s LTPP and issued under the
Company’s Amended and Restated 2000 Stock Incentive Plan. |
| 10.4 | Form
of Restricted Stock Unit Award Notice and Agreement for all Participants
(excluding France) for use in connection with the Company’s Amended and
Restated 2000 Stock Incentive Plan. |
| 10.5 | Form
of Restricted Stock Unit Award Notice and Agreement for Participants in
France for use in connection with the Company’s Amended and Restated 2000
Stock Incentive Plan. |
| 10.6 | Form
of Stock Option Grant Notice and Agreement for use in connection with both
incentive and non-qualified stock options granted under the Company’s
Amended and Restated 2000 Stock Incentive Plan. |
| 10.7 | Form
of Change in Control Severance Agreement for Executive
Officers. |