EX-10.32 8 itriex-1032edcpplandocumen.htm EX-10.32 EDCP PLAN FIRST AND SECOND AMENDMENTS
Exhibit 10.32
ITRON, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
ARTICLE I. ESTABLISHMENT AND NATURE OF PLAN
The Company established the Plan effective October 1, 1991. The Plan was
amended and restated effective August 1, 1996, and was further amended in 2007. The Plan was amended and restated in its entirety effective January 1, 2008, and the amendment and restatement applied to all amounts deferred under the Plan that remained unpaid on or after January 1, 2008 (whether deferred before, on or after January 1, 2005). The Plan was further amended and restated in its entirety effective [January 1, 2012] to expand eligibility and provide new benefits and additional flexibility.
The purpose o f the Plan is to permit a s el ect group of management and highly compensated employees of the Company to defer receipt of a portion of their anticipated compensation in addition to the amount that they can defer under the Company's 401(k) plan and t o defer equity compensation awards. Non-employee members of the Board also are eligible to participate and to defer directors fees and equity compensation awards. The Company intends that the Plan shall constitute, and shall be construed and administered as, an unfunded plan of deferred compensation within the meaning of the E mployee Retirement Income Security Act of 1974, as amended, and the Code.
ARTICLE II. DEFINITIONS
Wh e never used herein, the following terms shall have the respective meanings set forth below, unle s s the context cl e arly indicates otherwise. In addition, unl e ss some other meaning or intent is apparent from the context, the plural shall include the s i ngular and vice v e rsa; and masculine, feminine and neuter words shall be used interchangeably.
2.1 "Account" means, with respect to each Participant, the account established by the Company to reflect the Deferrals under Article IV and the Matching Contributions under Article V below, increased (decreased) by allocated earnings (losses) and income (expenses) as determined under Article VI below.
2.2 "Administrator" means the person or persons appointed by the Compensation Committee to administer the Plan or, if no such person has been appo i nted, the Compensation Committee.
2.3 "Beneficiary" means the person, trust or other entity designated by the Participant in accordance with Section 8.4 below to receive payment under the Plan in the event of the Participant's death.
2.4 "Board" me a ns the Board of Directors of Itron, Inc. With respect to the exercise of authority hereunder, not otherwise delegated, including, but not limited to, the powers to amend, modi f y or terminate the Plan, "Board" shall mean the Board acting through the Compensation Committee or such other committees, officers or persons as the Board may authorize from time to time.

Itron, Inc. | Page 1
Ex ecutive Deferred Compensation Plan |

2.5 "Bonus" means any amount paid to an Eligible Employee as a bonus pursuant to a bonus arrangement maintained by the Company, before payroll deduction (including, without limitation, payroll deductions for taxes, deferrals under this Plan and deferrals under the Itron, Inc. Incentive Savings Plan).
2.6 "Change of Control" means any of the following:
(a) the purchase or other acquisition by any person, entity or group of persons, within the meaning of Section 13(d) or 1 4(d) of the S e curities Exchange Act of 1934 (the "Act"), or any comparable successor provisions, of beneficial ownership (within the meaning of Rule 13d-3 promulgated unde r the Act) of fifteen perc e nt (15%) or more of e ith e r t he Comp a ny's then outst a nding shares o f common stock or the combined voting pow er o f th e Co m pany's then outst a nding s e curiti e s entitled to vo te ge n e ra lly;
(b) durin g a ny period o f tw en t y-fo ur (24) con se cutive months, individu a ls who a t the b eg in ni ng of s uch perio d con s tituted the Bo a rd ceas e fo r any re a son to constitute a t l e a st a m aj or i ty of th e Bo a rd, unle ss the el e cti on o f each new d ir ector, o r h i s o r h e r n om i n a tion fo r e lectio n by th e stockh o ld e rs o f t he Company, was appro v ed by a vote o f at l eas t two- t h ir d s (2/3) of the d ir e cto rs t he n st ill i n offic e who w e r e d ir ector s a t th e b eg innin g o f such pe ri od;
(c) th e a p p ro v a l by the s t ockhold e rs o f th e Comp a ny o f a r eorga n iz ation, m erge r, c o ns o l id a t io n or share exch an ge, i n e ach c as e, with re sp ect t o which persons who w e r e stoc k ho l ders of the Co m p a n y i mm e di a tely p rio r to such reo r g a niza ti on, me rg e r, c o n so li d a tion o r sh a r e ex ch a n ge d o n o t, i m m e di a tely there a fter, own mor e t h a n eighty-five perc en t (85%) o f the c om b ine d vo ti n g p o wer entitled to vot e g e n era lly in the electio n o f directors o f th e re o rgan i ze d, merged, co n so l idat ed o r exch a ng e d C o mp a ny's then outst a nd i ng se curit ie s; or
(d) th e approval by the stockholders of th e Company o f the comp le t e liquidation or dissolution of the Company or an a greem ent fo r the sale of all or substantially all of the Company's assets.
2.7 "Code" means the Internal Revenue Code of 1986, as now or hereafter amended and in effect.
2.8 "Company" means Itron, Inc. and any other corporation or other entity that is aggregated with Itron, Inc. under Code Section 414(b) or (c) to which the Board, in its sole discretion, may from time to time extend the Plan.
2.9 "Compensation Committee" means the Compensation Committee of the Board.

Itron, Inc. | Page 2
Ex ecutive Deferred Compensation Plan |

2.10 "Deferral Agreement" means the election form(s) promulgated by the Administrato r and executed by the Participant authorizing the deferral of Salary, Bonus, Restricted Stock Units and/or Directors Fees and consenting to the terms and conditions of the Plan, the same as if the Participant were a signatory her e to.
2.11 "Director" means a non-employee member o f t h e Bo ar d.
2.12 "D ir ec t o r s Fee s" me a n the a nnu a l re ta iner and meeting fees paid to
Di re cto r s.
2.13 "E l igi bl e Dire c t or" m ea n s a Dir e ct or.
2.14 "E li gi bl e Emp l o y ee" means a n e m plo y ee of th e Co m pa ny w h o m ee t s th e eligibi l ity re q uiremen t s set forth in Article III b e l ow.
2.15 "Hostile C h ange of Control" means an event or occ u rre n ce desc ri be d in Section 2.6(a), (c) or (d) above that occurs withou t the prior recomme n dation, approva l or consent of the Board or an event or occurrence described in Sectio n 2.6(b) above.
2.16 "Measu r eme n t Fund" m eans a pha n tom investmen t fund designated b y t h e Administra t or to serve as a measurement d evi c e for purposes of va l uing the port i on, if any, of a Part i c ip ant's Accoun t alloca t ed t o suc h p h a n to m i n v e stme n t fund.
2.17 "Pa r ticipant means an E li gible Employe e o r Eligib le Di rec t o r wh o has elec t ed, u n d er the Plan to defer payment o f S a l ary, B onus, Restr i cted Stock Units an d/or Directors Fees. A person remai n s a P ar tic ipa n t s o l ong a s he or s he has an A cco un t ba l a n ce und e r t he P l an, whether or not he or she remains an E l igi bl e Employee or Eligib l e Director.
2.18 "Pl an" m e ans the Itron, Inc. Executive Deferred Compensation Plan, as set forth herein, together with a l l amend m en t s he r eto.
2.1 9 "Restricted Stock U ni t" m ea n s ti m e-bas ed a nd perfor m a n ce-based Restricte d S t ock Units gran te d t o E li g ibl e E m p l oyees an d E l ig ibl e Directors u n d er the Com p any's 2 0 1 0 Stoc k Inc e n t i ve Pla n.
2.20 "S a l ary" m ea n s th e b ase s a l ary paid to an E li g ibl e Em p l o yee b y the
C om pa n y b efore pa y roll d edu ct ion.
2.21 "Sp e ci fi ed E mp l o ye e" me a ns a P a rticipant who, as of the date o f the P ar t i cip a nt's Termination, is a k e y e mploy ee o f th e Co m p an y. A Pa r ticipant i s a key employee if th e P a rticip a nt meets the requi r ements of Code Section 416(i)(l)(A)(i), (ii), or (iii) (applied in accordance wi t h the regulations thereunder and disregardi n g Code Section 416(i)(5)) at any time during the 12 month period ending on a "specified emp l oye e identification date." If a Participant is a key employee as of a specified employee identification date, he or she shall be treated as a Specified Employee for the 12 month period beginning on the related "specified employee effective date." Unless Itron, Inc. has designated different dates in accordance with the provisions of Treasury Regulation Sections l.409A-1(i)(3), (4) and (8), the specified employee identification date shall be December 3l of each year and the specified employee effective date shall be the following April 1.

Itron, Inc. | Page 3
Ex ecutive Deferred Compensation Plan |

2.22 "Termination" and its derivations, such as "Terminate," mean separation from service as an Employee or Director within the meaning of Code Section 409A and the regulations thereunder, voluntarily or involuntarily, for any reason other than death.
2.23 "Trust" means the Itron, Inc. Benefits Protection Trust, as now or hereafter amended and in effect.
2.24 "Unforeseeable Emergency" means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, of the Participant's spouse, the Participant's Beneficiary or the Participant's dependent (as defined in Code Section 152(a), without regard to Sections 152(b)(l), (b)(2) and (d)(l)(B)), loss of the Participant's property due to casualty (including the need to rebuild a home fo ll owing d a m a ge to a home not oth e rwise covered by insurance, for example, not as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances ar i sing as a result of events beyond the control of the Participant. For example, the following m a y be Unforeseeable Emergencies: (a) the imminent foreclosure of o r eviction from the Participant's primary residence m a y cons t itute a n Unforeseeable Emergency; (b) the need to pay for medic a l e x pen s es, including nonrefundab l e deduct ibl es, as well as for the costs o f prescription drug medication may constitute an Unforeseeable Emergency; o r (c) the need to pay for the funer a l expenses o f a sp o use, a Beneficiary, or a dependent (as defined i n Code Section 152, without reg a rd to Sections l52(b)(1), (b)(2) and (d)(l)(B)). E xamples o f events not considered Unfo r esee a ble Emergen c ies include the need to pay for tu i tion or the desire to purchase a home.
2.25 "Y ea r of Service" mea n s twelve consecutive months o f employment wi t h the Company, or in the case of a Director-Participant tw e lve cons e cutive months of servic e on the Board.
ARTICLE III. ELIGIBILITY AND PARTICIPATION
3.1 Eligibility. All executive officers of Itron, Inc., and such other employees of the Company as the Board may designate from time to time, shall be eligible to participate in the Plan as of the date designated by the Board; prov i ded, however, that the Board may revoke an active Participant's privilege to make prospective deferrals to this Plan at any time. Each Director of Itron, Inc. shall be eligible to participate in the Plan on January 1, 2012 or upon his or her later election to the Board.
3.2 Participation. An Eligible Employee or Eligible Director shall become a Participant by completing a Deferral Agreement and filing it with the Company in accordance with Article IV below.
ARTICLE IV. DEFERRALS
4.1 Salary Deferrals.

Itron, Inc. | Page 4
Ex ecutive Deferred Compensation Plan |

(a) Prior to the beginning of each calendar year, an Eligible Employee may elect to defer receipt of up to fifty percent (50%) (or such other percentage as may be determined by the Compensation Committee) of the Salary that he or she anticipates earning for services performed during such calendar year. Such election shall be made by filing a Deferral Agreement with the Company in the manner and by the time specified by the Administrator; provided, however, that such Deferral Agreement must be filed with the Company prior to the first day of the first calendar year for which it is to be effective and shall become irrevocable with respect to a calendar year on the last day of the calendar year immediately preceding such c a lendar year ( or such earlier dat e as the Administrator may prescrib e). Notwi t hstanding the foregoing, an Eligible E mployee who first becomes eligible to p a rticipat e in the P lan during a calend a r year may elect to d efe r S a lary that has not y e t be en e a rned in that c a lendar year (a s o f the date his or h e r Deferral Agreement is filed with th e Company) within thirty (30) d a ys after b e comi n g e li g ible to participate.
(b) In a dd it io n to, o r in lieu of, d e ferrals pursu a nt to subsect i on (a) i mm e diatel y a bove, pr i or to the beginning o f ea ch c a l en dar ye a r, a n Eligibl e Empl oy e e m a y e lect to d efe r r e c e ipt o f Sa l a r y tha t he or she anticip a t e s ea rning for serv ic e s r en d ere d i n such ca l enda r y e ar in a n a mount eq ua l t o th e am ount of any sa l a ry de ferral s (a nd r e l ate d earn in g s) r et urn e d to him or her during s u ch y ea r fr om t h e It ron, Inc. Incent i ve S a vings Pl a n due to suc h p la n's fa i l u re t o s ati s f y the a ctu al d efe rr a l p e r ce n tage tes t un d er S e c ti on 4 01 (k)(3) of t h e Code. Such e l e c t ion sh a ll b e m ad e by filing a De fe rra l Agr ee m e nt with th e Comp an y in t he m a nn e r and by the time sp e ci fie d b y the Adm i nistrator; prov id ed, however, th a t such D efe r ral A gre e m ent must be fi l ed w i th the Comp a ny p r i o r to th e first da y o f the first c a lendar ye a r fo r which it i s t o b e eff ec t iv e a n d shall beco me irr e voc a bl e with r e sp e ct to a c a l e nd a r ye a r o n the l a s t day o f t he c ale nd a r ye a r imm ed i a tely pr e ceding su c h c a lend a r year.
4.2 Bonus Deferrals. An El igibl e E mploy ee m a y e l e ct to defer rece ip t of up to fifty p erc e nt (50%) (or s uch other percent a ge a s ma y b e d e t e rm ine d by the Com p e ns a t i on Comm ittee) of any B o nu s th a t he or she a nticipates re c e iv ing. Such e le ctio n sh a ll b e m a d e by fili ng a D efe rral Ag r ee m e nt with the Com pa ny in the manner and by the time specified by the Adm i nistrator; provid e d, how e v er, that (a) if such Bonus i s "performanc e-based comp e ns a tion," as defined in Treasury Regulation 1.409A-1(e), such De fe rral Agr ee m e nt mus t be filed with the Company (and become irr e vocable) no later than June 30 of the c a lendar year in which the services to which th e Bonus relates are performed, and (b) if such Bonus is not "performance-based compensation," such Deferral Agreement must be filed with the Company (and become irrevocable) no later than the end of the calendar year preceding the calendar year in which the services to which the Bonus relates are performed.
4.3 Director Fees Deferrals. Effective for Directors Fees earned on or after January 1, 2012, an Eligible Director may elect to defer receipt of up to one hundred percent (100%) of any Director Fees that he or she anticipates receiving. Such election shall be made by filing a Deferral Agreement with the Company in the manner and by the time specified by the Administrator; provided, however, that such Deferral Agreement must be filed with the Company prior to the first day of the first calendar year for which

Itron, Inc. | Page 5
Ex ecutive Deferred Compensation Plan |

it is to be effective and shall become irrevocable with respect to a calendar year on the last day of the calendar year immediately preceding such calendar year ( or such earlier date as the Administrator may prescribe). Notwithstanding the foregoing, an Eligible Director who first becomes eligible to participate in the Plan during a calendar year may elect to defer Director Fees that have not yet been earned in that calendar year (as of the date his or her Deferral Agreement is filed with the Company) within thirty (30) days after being elected to the Board.
4.4 Restricted Stock Unit Deferrals. Effective for Restricted Stock Units granted and earned on or after January 1, 2012, each Eligible Employee may elect to defer receipt of up to fifty percent (50%) (or such other percentage as may be determined by the Compensation Committee) of any Restricted Stock Units that he or she anticipates receiving and each Eligible Director may elect to defer receipt of up to one hundred percent (1 00%) of any Restricted Stock Units that he or she anticipates receiving. Such election shall be made by filing a Deferral Agreement with the Company in the manner and by the time specified by the Administrator; provided, however, that (a) if such Restricted Stock Units are "performance-based compensation," as defined in Treasury Regulation l.409A-l(e), such Deferral Agreement must be filed with the Company (and become irrevocable) no later than six months prior to the end of the performance period in which the services to which the Restricted Stock Units relate are performed, and (b) if such Restricted Stock Units are not "performance-b a sed compensation," such Deferral Agreement must be filed with the Company (and become irrevocable) no later than the end of the calendar year preceding the calendar year in which the services to which the Restricted Stock Units relate are performed.
4.5 Changes in Deferral Elections. Prior to January 1, 2012 and subject to Section 8.3, a Participant's Deferral Agreement remained in effect from calendar year to calendar year until terminated or modified by the Participant or until the Participant ceased to be an Eligible Employee. Effective January 1, 2012, each Participant must complete a Deferral Agreement for each calendar year, such that a Participant's Deferral Agreement shall remain in effect for one calendar year only and no modification or termination of such Deferral Agreement shall be effective until the first day of the subsequent calendar year or until the Participant ceases to be an Eligible Employee or Eligible Director. Effective January 1, 2012, a Participant must a f firmatively elect to participate in the Plan in each calendar year by filing a new Deferral Agreement with the Company in accordance with the provisions of Section 4.1, 4.2. 4.3 and/or 4.4 above, as applicable.
4.6 Form of Deferral Elections. With respect to deferrals made on or after January 1, 2012, a Participant's annual Deferral Agreement shall specify the form(s) of payment and date(s) of distribution of the Participant's Account with respect to the amounts to be deferred pursuant to the applicable Deferral Agreement.
4.7 Accounting. The Company shall credit a Participant's deferrals pursuant to Section 4.1, 4.2. 4.3 and/or 4.4 above to the Participant's Account on the date such amounts would have been paid to the Participant had they not been deferred by the Participant (or as soon as administratively practicable thereafter).

Itron, Inc. | Page 6
Ex ecutive Deferred Compensation Plan |

ARTICLE V. MATCHING CONTRIBUTIONS
5.1 Amount of Matching Contributions. Prior to January 1, 2012, an Employee-Participant's Account shall be credited with matching contributions in an amount equal to fifty percent (50%) of the first six percent (6%) of total Salary and Bonuses deferred under the Plan by such Participant during a payroll period. Effective January 1, 2012, an Employee-Participant's Account shall be credited with the matching contributions described above but only to the extent that such deferred Salary and Bonus exceeds an amount equal to the annual limit under Section 40l(a)(l7) of the Code earned by the E mployee-Participant in the applicable calendar year. Matching contributions shall be credited to an E mployee-Participant whose employment with the Comp a ny t e rmin a t e s b a sed upon th e tot a l S a l a ry and Bonus e s d eferr ed under the Plan by such Pa r ticipant through his or her terminat i on date.
5.2 Account i ng. T he Co mp a ny sh a ll c re d it i ts match i ng contribution for a p ayro ll p eriod fo r a Partic i pant t o the Par tic ipa nt's Acc o unt a t th e s a m e t im e as i t c re dits t he d efe rr a l s to wh i c h s u c h con tr ib ut i o ns r e lat e t o such A ccou n t.
ARTICLE VI. ACCOUNTS
6.1 Establishment and Nature of Participant Accounts. Th e Comp a ny s h a ll es ta bli s h a nd m a int a i n in th e na m e o f eac h P a rtic i p ant an A ccount t o refl ect the Pa rtici p ant's intere s t under the Pl a n. The m a inten a nce o f s u c h Acc ounts i s for r e cord keeping p ur p os e s o n ly. N o fun ds o r o t he r a ss e ts o f the Comp a ny s h a ll be s e gre ga t ed o r a t t r i bu ta bl e t o t h e a m o un ts t h a t m a y b e c redi t e d t o a Partici pa nt's A c count s fr o m tim e t o time, b ut rath e r b e n efit p a y me nts und e r th e Plan s h a ll b e m a d e fr o m th e g e n era l a sse ts o f t he C o mp a ny a t th e tim e a ny s uch pay ments becom e due a nd p a y a bl e.
6.2 Account Earnings.
(a) A lloc a tion of G a ins and L oss e s. Par t icip a nt A cco u nts (exce p t th a t p o r tion o f the Account consisting o f de fe rred Restricted Stock Un i ts) s hall be ad j ust e d on a da i ly b a sis (through th e date i m m e d i at el y prec e d i ng t he date o n whic h the l a st p a ym e nt to the P a r ticip a nt or Benefici a ry, as ap p licable, is p ro cessed), according to the performance o f the Measurem en t F und(s) s e l e cted by the Participa n t pur s u a nt to S e ctio n 6.2(6). Such credits a nd debits to a Participant's Account on a particular day shall be taken into account for p urpos e s o f calculating earnings or losse s in a manner determined by the Administrator.
(b) Allocation to Measurement Funds. A Participant may allocate and reallocate his or her Account ( except that portion of the Account consisting of deferred Restricted Stock Units) among the various Measurement Funds designated by the Administrator from time to time. All such allocations and reallocations must be made in accordance with, and subject to, such rules and procedures as the Administrator may establish. To the extent a Participant fails to allocate his or her Account to a Measurement Fund as described above, such Participant will be deemed to have selected the Measurement Fund designated by the Administrator as the default Measurement Fund.

Itron, Inc. | Page 7
Ex ecutive Deferred Compensation Plan |

(c) No Actual Investment. Notwithstanding any provision in the Plan to the contrary, the Measurement Funds are to be used for measurement purposes only. Neither the Participant's selection of a Measurement Fund nor the crediting or debiting of amounts to the Participant's Account in accordance with that selection shall be considered or construed as an actual investment of the Participant's Account in any Measurement Fund or as requiring the Company or the Administrator to invest any assets in any Measurement Fund or in any other particular investment. In the event that the Company or the Administrator, in its own discretion, decides to invest funds in any or all of the investments on which the Measurement Funds are based, no Participant (or Beneficiary) shall have any rights in or to such inv e stments. Without limiting the foregoing, a Participant's Account balance shall at all times be a boo k k e eping ent r y only and shall not rep re se n t a n y i n vestme n t made on his or her b e hal f by th e Comp a ny or the Administrator; the Participant sh a ll at all tim e s remain an unsecur e d c r editor o f th e Co m pany. T h e Adm in ist ra tor is und e r no oblig a tion to o ffe r any p a r t icul a r in ve stm e nt a s a Me a surement Fund and m a y discontinue, substitute, modify or add Me a su r ement F unds at a ny ti me.
6.3 Divid e nd e qui va l e nts s h a ll b e cr e di te d in r e sp e ct o f th e d eferre d Restrict e d Stoc k Uni t s. Such d i vi d en d equiva l ents sh a ll be converted into a ddition a l deferred commo n sto c k equi va lents covere d by t he d eferre d a w ard s by d i vi ding (1) the aggr eg a t e am o u nt or v a l ue o f th e div i d e nds p a id w i th re s pect to th a t number o f stock e qu iv a lent s c overed by th e de ferre d a w ar d by (2) t h e Fair M a r ke t V a lu e (as d efined i n t h e C om p an y's
2010 S t ock I n c e n t i ve Pla n) p er sh a re o f Comp a ny common stock on the p a yment d at e fo r
su c h divid e nd. A ny a dd i tio nal stock equiv a lents covered by t h e d eferred Restr i cted S t ock Units credited by re a s o n of such d i vid en d e quiv a l ent s shall be d efe rred a nd subj e ct to all the terms a n d condi ti ons o f this P l an.
6.4 In the eve n t o f a ny s tock d ivid en d, sto ck sp li t, re v e rs e st ock spl i t, re c a p i t a li za ti on, m erger, c om b i n a tio n, e x ch ange o f sh a res, recl a ssi fi c a tion or simil a r ch an g e i n th e c a p i tal structure o f the C o mp a ny, a pprop r iat e adjustments s hall b e mad e in the number and cl a ss of s h a re e quiv a l e nts subj e c t to t he d eferre d R es t ri ct e d Stock U ni t awards. If a m aj ority o f th e sh a r e s which are o f the sa me cl a ss as the shares the underlie th e sh a r e e quival e nts subj e ct to deferred Restricted Stock Un i t awa r ds a re e xcha n g e d for, converted into, or othe r wise b e come shar e s o f anot h er corporatio n (the "New Shares"), the Compensation Committee may unilaterally amend the deferred awa r ds to provid e that shares that underlie the share equiva l ents subject to such deferred awards are New Shares. In the event of any such amendment, the number of share equivalents subject to deferred awards shall be adjusted in a fair and equitable manner as determined by the Compensation Committee, in its discretion. Notwithstanding the foregoing, any fractional share equivalents resulting from an adjustment pursuant to this Section 6.4 shall be rounded down to the nearest whole share equivalent. The adjustments determined by the Compensation Committee pursuant to this Section 6.4 shall be final, binding and conclusive.
6.5 Account Statements. After the close of each calendar year, or more frequently as the Administrator, in its sole discretion, determines, the Company shall furnish each Participant with a statement of the value of his or her Account.

Itron, Inc. | Page 8
Ex ecutive Deferred Compensation Plan |

ARTICLE VII. VESTING
Except as provided below, a Participant shall be fully vested in his or her Account at all times, subject only to the Participant's status as a general unsecured creditor of the Company in the event of its insolvency or bankruptcy. E ffective with r e spect to match i ng contribut i ons made on or aft er January 1, 2012 and i n acco r dance with S e ction 5.1 above, an E mployee-Pa r tic i p a n t sha ll ve s t in such m a tching contribut i ons in a ccord a nc e with t h e following schedul e:

Years of Service | Percent Vested
Less than one | 0%
At least one and less than two | 33%
At least two and less than three | 66%
At least three | 100%

ART I CLE V III. DI S TRIB U TIONS
8.1 Tim ing o f Di s tr i buti o n.
(a) With respect to d eferra l s made on or before December 31, 2011, w it h respect to all deferrals made by Director-Part i cipants, and except as prov i ded ot h e r wise in t his Article VIII, a P a r t i c i pan t's A ccou nt shall be dis t r i b u ted or comm e nce t o be d i stributed to the Participan t within ninety (90) days after the Participant's Terminat i on.
(b) With re s pect t o de fer rals made on o r aft e r J anuary 1, 201 2 and e xcept as prov i ded o t herwis e in t hi s A rticle VIII, an Emp l oyee-Part i c i pant's veste d Account sha ll b e d i stributed or commence to be dis t ribu t ed to the Partici p ant as follows:
(i) An Em p loyee-Participant's vested Acco u nt sha ll b e distr i bute d or commence to be dis t rib u te d i n th e seve nth m o nth aft e r the Par t icipan t's Terminat i on.
(ii) N o t w ith s t an d ing s ubp a r t (b)(i) a b o v e, ea ch E mpl o ye e-P a rti c ipant m ay e l e c t to r e c ei ve one or mor e in-serv i ce d i s t r i bution s of hi s or he r v e s te d A cco u nt in th e form speci fi ed in the Pa rti cipa nt's D eferr a l A g r ee ment, which may be a lump sum paym en t and/or annual installments o f substa n tial e qual amounts pay a ble ov e r a pe ri od of years certain not to exceed t en. Any such in-service distribution may be scheduled for any month and year prior to the Participant's Te r mination and must be scheduled at least two years from the year in which the deferred amount is earned. Any in-service distribution will commence on the first day of the month following the month designated by the Participant as the distribution month. Notwithstanding the foregoing, in-service distributions shall be made only prior to the Participant's Termination. To the extent that a Participant Terminates, a distribution of the

Itron, Inc. | Page 9
Ex ecutive Deferred Compensation Plan |

Participant's vested Account shall be made in accordance with Section 8.1(b)(i); provided, however, that if an in-service distribution is an installment distribution and if it is in pay status, then such in-service distribution installments shall be paid in accordance with the Participant's in-service distribution election and not in accordance with Section 8.l(b)(i).
(iii) An Employee-Participant who el e cts an in-service distribution may make a re-deferral election with respect to the in-service distribution election if the following conditions are met: (1) the re-deferral election is in writing and does not take effect until twelve months after the date the re-deferral election is made, (2) the new in-service distribution date is at least five years after the scheduled distribution date in effect on the date the re-deferral election is made, and (3) the re-deferral election is made not less than twelve months prior to the scheduled distribution date in effect on the date the re-deferral election is made.
8.2 Form of Distribution. Except as provided otherwise in this Article VIII, a Participant's vested Account shall be distributed to the Participant in either a lump sum or in approximately equal annual installments over a period not to exceed ten ( 10) years. Said form shall be irrevocably elected by the Participant on the Participant's applicable Deferral Agreement; provided, however, that the Participant may, with the consent of the Administrator, change the distribution form, provided such change does not result in the acceleration of payments within the meaning of Code Section 409A. Any such change (a) must be requested in writing (and such request must be filed with the Administrator) at least twelve (12) months prior to the date on which the Participant Terminates, (b) shall automatically result in the distribution (or commencement of distribution) of the Participant's benefit being delayed until the fifth (5th) anniversary of the date on which it would otherwise have occurred (or commenced), (c) shall not take effect for twelve (12) months after the date on which such change request is filed with the Administrator, and (d) shall not be effective unless and until approved by the Administrator. Any change requested which does not meet all the above requirements shall be null and void. If a Participant fails to elect a form of distribution on his or her initial Deferral Agreement or, effective for deferrals made on or after January l, 2012, on his or her annual Deferral Agreement, then such Participant shall be deemed to have elected a lump sum distribution payable upon Termination in accordance with Section 8.1(a) or 8.l(b)(i).
8.3 Unforeseeable Emergency.
(a) Any Participant who experiences an Unforeseeable Emergency may request a distribution from his or her vested Account under the Plan. The amount of any such distribution may not exceed the lesser of the balance in the Participant's vested Account as of the date of distribution or the amount reasonably necessary to satisfy the emergency need (which may include amounts necessary to pay Federal, state, local or foreign income taxes or penalties reasonably anticipated to result from the distribution). Whether a Participant has experienced an Unforeseeable Emergency permitting a distribution under this Section 8.3 shall be determined by the Administrator based on the relevant facts and circumstances of each case, but, in any case, a distribution on account of an Unforeseeable Emergency may not be made to the

Itron, Inc. | Page 10
Ex ecutive Deferred Compensation Plan |

extent that th e em e r ge ncy need is or m ay be relieved through reimbursement or compensation by insurance or otherwis e, by l i quida t ion of the P a rt i cip a nt's assets (to the extent th e liqu i d ati on would not itself c a use seve r e financial h a rdshi p), or by cessation o f deferrals under the Plan. A Participan t sh a ll b e required to submi t a written request for such a with dra w a l, together with such s upport i ng document a t i on as the Administrator may require, t o th e A dm i nistrator for rev i e w a nd a pproval. If th e A d mini s t rator approves th e Participant's r e que s t, the Parti c ip a nt's d efe rral s under the Pl a n s h a ll b e canc e lled prosp e cti ve ly, effec ti ve upon the d a te o f s u c h a ppro v al, and a n y di s tribution shall b e mad e w ithin nin e t y (90) d ays afte r s u c h a ppro va l. If th e re qu es tin g Particip a nt's e mer g enc y n ee d c a n b e s ati s fi e d simply by canc e llin g the Parti c ipant's d e ferral s und e r th e Pl a n w i t h o ut a corre s pon d ing dis t ributi o n, th e n the Adminis tra t o r m ay a uthorize s u c h c a ncell a ti o n, eve n t h o ug h no d istr ibution c a n be m a d e. A P a rtici pa n t who s e de ferrals have been ca nc e ll e d under this sub s ecti o n (a) may not recommen ce d e ferrals under the Plan until the firs t d ay of the following c a l e nd a r y ea r.
(b) A P a rti c ip a nt's d e ferrals sh a ll b e ca nc e ll e d pro s p e ctiv e ly upon th e P ar ti ci p a nt's r eceipt of a h a rd s h i p wit hd ra wal from th e It ro n, I nc. Incentive S a vi ng s Pl a n o r a n y oth e r 401 (k) pl a n s ponsor e d, m a int a in e d or c ontribut e d t o by th e C omp a n y. A P a rt ic ip a nt w hose de fe r ra l s h ave b ee n c a ncelled und er thi s s ub s ection (b) m ay not recomm e nc e d efe r ra l s und e r th e Pl a n until th e fir st d ay of th e fir s t ca l e nd ar yea r commencin g at le a st si x (6) month s after th e d a t e of such h a rd s hip w ithd ra w a l.
(c) T he r e c om m e ncemen t of d eferra ls foll owing c a nc e ll a t i o n pur s u a nt t o t hi s Se ction 8.3 sh a ll b e g ov e rn e d by the provision s of A r t icl e IV hereof.
8.4 Death Benefits.
(a) Upon th e d ea th o f a Particip a nt, a n y p or tion of the P a rticip a nt's ves t e d A c co unt that h as not y et b ee n d is tributed s h a ll b e p a id in a lump s um t o the P a rt i ci pa nt's B e n e fici ary with i n nin e ty (90) d ays after the P a rticip a nt's d ea th.
(b) A P a rticipant sh a ll de s ign a te his or h e r B e n efici ary on such form (filed with th e C o m p a n y) a s the Administrat o r sh all pr e scribe a nd m a y ch an g e th at d es i g nation a t a ny tim e by fil i n g a n e w b e ne fi c i a ry designation w ith the C omp a n y. An y su c h c han ge s hall b e e ffective only if th e P a rticip a nt is ali v e a t th e tim e th e C ompan y receiv e s su c h c h a n ge. Th e most r e cent ben e fici a ry designation on file w ith the Company shall be controllin g. If the Participant fa il s to d es ignate a Ben e fici a r y, or i f a ll of th e P a rticipant's d es i g n a t e d B e n e ficiari e s pr e dece as e the Participant, th e n the P a rticipant's Be ne ficiary shall b e the P a rtic i p a nt's survi vi n g s pouse or, if the P arti cipant has no s urviving spouse, th e P ar ticipant's surviv i n g ch il dren in e q ual sh ares, or, if the Pa rticipant has no surviving s pouse or survivin g ch il d re n, the Particip a nt's e state.
8.5 Restricted Stock Unit Distributions. Notwith s t a ndin g a n y provi s ion o f the Plan to th e c o nt ra ry, that portion of th e P ar ti c ip a nt's v ested Acco unt consi s ting of R es trict e d Sto c k U n i t d efe rral s shall b e di s tributed in s hares of th e Co mpany's common s tock.

Itron, Inc. | Page 11
Ex ecutive Deferred Compensation Plan |

8.6 Distribution of Small Account Balances. If at any time after a distribution event specified above, th e amount of the Participant's vested Account is less than annual l i mit under Code Section 402(g) as in effect at the time o f distribution (in
2011, this limit is $16,500), the Participant's vested Account will be distributed on the next schedul e d d i stribution d a te in a lump sum.
8.7 Payments to Specified Employees. Notwithstand i n g th e fore going a nd wi t h re spect to de ferra ls ma de on or b e for e Dece m ber 31, 2011, i n the c ase o f an y Specifi e d E m p loy ee, p a ym e nts d u e up on Terminat io n s h a ll n o t be m a d e (or comm e nc e t o b e m a d e) b efo r e t h e d a t e tha t is six ( 6) m onth s a ft e r th e d a t e of Term i na t i o n ( o r i f e ar l ie r, t he d a t e of s uch S p e cifi e d Emp l o y ee's death). An y amou nt s th a t woul d h ave b een paid d ur i ng t he six (6) mon t h pe r iod i mme di a t el y fo ll owing Terminatio n b ut fo r s u c h d e l ay w i ll b e p aid o n the first bu siness day following t he da t e t hat i s six ( 6) months after th e Specified E m p l oyee's d a t e of Te rmi nat i on.
8.8 D e la y Du e to Non-D ed uctibility under Se ction 162(m) N otw i thstanding any provision of t h e Plan t o th e contra r y, b ut subject to the requi r ements of Code Section 409 A, t he Company may delay any paym e nt u nder the P l an to t h e ext en t it reasona b ly anticipates that if th e payment w ere made as schedu l e d, th e Company's dedu c tio n wi t h re spect to such payment would not be permit t ed due to t h e application of Code Sect i on 1 62(m). Subject t o th e r eq uire me n ts of Code Section 4 09 A, any payment t h at is d e la y ed unde r this Section 8.6 shall be pai d d u ring t h e first taxa b le year of t h e Company in wh i ch the Co m pa n y reasonab l y ant i cipates, or shou l d r e aso n a b ly anticipate, t ha t i f t h e payment is made during s uc h year, th e d e duct i on o f s u ch p ayment will n o t be bar r ed by app l ication o f Code S ect i on 162(m).
8.9 Distr i butio n in E v e n t o f Ta xa tion. Notwithstanding any provision in the Plan to the contrary, if t his P l an fa il s t o meet t he requirements of Code S e ct i o n 4 09A and t he regu l ations there u nder, the Adm i nistrator may d ist ribute to each Participant an amou nt fro m h i s or her vested Account not to exceed the amount requ i re d t o b e inc l uded in such Participant's income as a res ult of t h e P l an's fai l ure to meet s u ch re q u ir e m en ts.
A R T I C LE IX. ADMIN I STRAT I ON
9.1 Plan A dmini s tration.
(a) T he P l a n s h a ll b e adm in istere d b y the Admi nis trato r.
(b) T h e Ad minis t ra tor sh a ll h a ve a nd exe rcis e a ll dis c r et ionary and o ther autho r ity to control and m a nage the operat i on a n d admi n istrat i on of the P l an, except such a uthority as i s sp e cifica ll y allocated oth e rwise by or under the terms hereo f, and shall h a v e the power to take any act i on necess a ry or appropr i ate to carry out such responsibilities. Without limiting the foregoing, and in addition to the authority and duties specified elsewhere herein, the Administrator shall have the discretionary authority to construe, inte r pret and apply the terms and provisions of the Plan; to prescribe such rules and regulations, and issue such directives, as it deems necessary or appropriate for the administration of the Plan; and to make all other determinations and decisions as it

Itron, Inc. | Page 12
Ex ecutive Deferred Compensation Plan |

deems necessary or appropriate for the administration of the Plan. The Administrator may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner a nd to the extent it deems expedient. Decisions of the Administrator shall be final and binding upon the Participants, and their legal representatives and Beneficiaries.
(c) No P a rticipant who repres e nts or is a uthoriz e d to a ct on behalf o f ( or who i s a member of) the Administ ra tor or the Board may d e cid e, d e t e rmin e o r a ct o n a ny m a tt er th a t aff ec t s the d is t ri but i on, n at ure o r m e t h o d of settlement of s olely his or her Accou n t un de r th e Pl a n, e x c e pt in ex erci s in g an e l e ction ava il a bl e to th at me mb e r i n hi s o r h e r c a pac ity a s a Pa rt i c i p a nt.
9.2 Finality of Determination. Ex c ep t as p rov id e d i n S e c tions 9.6(d) an d (e) b elow with respe ct to ap p ea l s of cl aim denials, the de t ermination of t he Ad m i n i s t ra tor with respect t o a n y ques ti on ar i s in g o u t of or i n co n nect i on wit h the a d m i nistra t ion, i n terpretation, and applica t io n of th e P l an s h a ll be fi n a l, bi ndin g, and c onclusive u p on all persons a nd sha ll b e given the greatest d eference p ermitted by law.
9.3 Ex p e n ses. All expenses and costs incurre d in co nn ec t ion with the administrat i o n and opera t ion o f the Plan a nd Tru st shall b e borne b y the Company.
9.4 L eg al P r oc ee ding s. Ne ither t he Company, the Board, the Compensation Committee, the Administrato r nor any ot h er person shall be bou n d t o inst i tute any lega l action again s t or b et w een any person or persons, unless i t shall firs t have be en indemn i fied to its sa ti sfact i o n by t he P l an. If any d ispute shall arise regar d i ng the p erson to whom payment o r del i ve r y of a n y s um s o r pro p e r ty shoul d be made by t h e Co m pany, o r r ega r d i ng any act to be pe r fo rm e d, the Compa n y m ay, in its s ol e d i scre t ion, r eta i n suc h pay m e n t a nd pos t po n e the perform in g of s u ch act u n t i l fi n a l adj u d i catio n of s u ch dispute s h a ll h ave bee n m ade in a co urt of compete nt juris di c ti on o r o th e r wise to t h e satisfact i o n of t h e Co m pany o r un til t he Co m pa n y s h a ll have bee n i nde m n i fie d aga i ns t loss to it s sat i sfaction.
9.5 Di s put e d P a yee or A ct. If any d ispute ar i ses regarding the person to w h om payment or delivery of a n y s um s o r prope r ty s h o uld be m ad e b y th e Co m pa n y, o r re ga r d in g a ny ac t t o be performe d, t he Compa n y m ay, in its so l e d is c ret i o n, r e t a in such paymen t a nd pos t pone the performing of such act until final a djud ication o f s u ch d is pu te h as b een made in a co u r t of compete n t ju ris diction o r o th e r w i s e t o th e sat i sfa ction of the Co m pa ny or u n t i l t he Co m pan y ha s b een in d emn i fie d agains t l oss to it s sat i sfa ct ion.
9.6 Claims Procedure.
(a) Fili ng a C l a i m. Bene fi ts u n der th e Pl a n s ha ll b e p a id on l y if t h e Administrato r or the Compensation Committee decides, in its sole and absolute discretion, that the Participant or Beneficiary, as a pplicable (t he "Claimant") is entitled to them. A Participant or a Beneficiary (the "Claimant"), or the authorized representative of either, shall file a claim for benefits under the Plan with the Administrator in writing. The Administrator may prescribed a particular form for filing such claims, and, if it does so, a claim will not be deemed properly filed unless such form is used, but the Administrator

Itron, Inc. | Page 13
Ex ecutive Deferred Compensation Plan |

shall provide a copy of such form to any person whose claim for benefits is improper solely for this reason.
(b) Claim Review. Claims will be decided by the Administrator (or, if the Administrator is the Compensation Committee, the senior human resources officer of Itron, Inc., or another individual designa t ed by the Compensation Committee), which will make its decision with respect to a claim and notify the Claimant (or his or her authori z ed representative) in writing of such decision within ninety (90) days after receiving the claim. The Administrator (or the designee) may extend this ninety-d a y (90-day) period for an a dditional ninety (90) days if it det e rmines that special ci r cumst a nces require addition a l time to process the claim. Th e Adm i nistrator ( or th e de s ign ee) will noti f y th e Claim a nt (or his or h e r authori z ed represe n t a tive) in writing of any such e x te n s i on withi n n i nety (90) days of receiving the claim. The notice will incl u d e d th e re a son(s) w h y th e ex t e nsion is n e c e ss ar y a nd the date by which the A d mi nist ra tor (o r the de s i g n e e) e x pects to r e nder its decisi o n on the cl a im.
If a cl a im is p ar tially o r co m pl e t ely denied, th e w ri tten not ic e to the C l a iman t (or his or her a uthorized repres e nt a tive) will incl u d e:
(1) T he s p ec i fic re a son o r re a son s for t he d e ni al;
(2) Refe r e n ce t o t he s pecific P la n provisi o ns on whi ch t h e d en i a l is b as ed;
(3) A desc r i p t io n o f a n y a ddit i on a l m a t e ri a l or info rm ati on n eces s a ry fo r t h e C l a i man t to p e r fe ct the cla i m and an expl a n a tion of why such ma t e r ia l or info r mation i s n e c essar y; and
(4) A de sc ription o f the Pl a n's cla im a pp eal proc e dur e (a nd t he ti m e l im i t s a pp li c a bl e th e r et o), i ncludi n g a s t a te me nt of the Cl a im a nt's right to bring a civil a ction unde r S e ct i o n 502(a) of E RIS A, foll ow i n g a n advers e determination on a ppeal.
If a Cl a im an t subm i ts a cl a im in accordance wi th th e proc e dure d e scrib e d a bove and does not he a r from the Administrato r (or the designee) within ninety (90) days, the Claimant ma y consid er the claim denied.
(c) Appealing a Claim Denial. If a claim is partially or completely denied, the Claimant has the right to appeal the denial. To appeal a claim denial, th e Claimant ( or his o r her authorized representative) must file a written request for appeal with the Compensation Committee within sixty (60) days after receiving written notice of the claim denial. This written request for appeal should include:
(1) A statement of the grounds on which the appeal is based;
(2) Reference to the specific Plan provisions that support your claim;

Itron, Inc. | Page 14
Ex ecutive Deferred Compensation Plan |

(3) The reason(s) or argument(s) why the Claimant believes the claim should be granted and the evidence supporting each reason or argument; and
(4) Any other comments, documents, records or information relating to the claim that the Claimant wishes to submit.
T he Claimant (or his or her authorized representative) will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (within the meaning of 29 CF.R. § 2560.503-1(m)(8)) to his or her claim.
(d) Decision on Appeal. App ea ls will b e d e cid e d by th e C omp en s at ion Com m itte e, wh i ch will r e nder i t s d e cis i o n with r espect to an a pp e al and noti f y the Claim a nt (or hi s or her a uthorize d r e pres e n ta tive) in wr it ing o f such de ci sio n with in s ix ty (60) d a ys a ft e r re c ei ving th e a p p eal. The Compen sa tion Comm it t ee may ext e nd th i s si xty-d a y (60-day) p e riod fo r a n a dd i tional s ix ty (60) d a ys if it determines th a t s p e c i al circum s t a nce s require a dditi o na l time t o proc e ss th e a pp ea l. T h e Comp e n sat ion C ommitt ee wi ll noti f y t h e Cl a imant (o r his or h e r a ut h o r i ze d re p r es e nt a tive) in wr i tin g o f a n y s uch e xt ension within s ix ty (60) d a y s of r eceivi n g t h e a pp ea l. The n ot ice will i n cl ud e d t h e r eas o n(s) why t h e ex t e n s ion i s n e cessary a nd the d a te by which th e C o m p en sa tio n C o mmittee ex p ect s to render its d e cis i on on th e a ppe al. I n reac hi n g i ts d e ci s i o n, the Comp e nsa ti on Co mm i tt e e will t ak e into account all o f t h e c omm e nts, d ocu me n t s, r e cords a nd oth e r in for m at ion tha t t h e C laima nt (o r hi s o r he r a uthorized repre s ent a tive) su bm itte d, w i th o ut r e g a rd to whether su c h in fo rm a ti o n w a s s ubmitt e d or con si d ered by th e A dmi nis t rator i n it s i n it ia l den ia l of the claim.
If a cl ai m i s p artiall y or com p le t el y denie d o n ap pe a l, the written n ot ic e of cl a i m den ia l will in cl ud e th e foll owin g:
(1) T h e sp e ci fic r eas o n or rea so n s for th e d en i a l;
(2) R efe r e nc e to th e s p e c ifi c Pl a n provision s on whi c h t he d en i a l i s b a s e d;
(3) A s tatem e nt th a t th e Claim a nt (or h i s or h e r a uthori ze d r e pr e s e ntativ e) is entitled to r eceive, upon request a nd free of charg e, reason a ble a cc e ss to, and copies o f, all docum e nts, r e cords and other information relev a nt (within the meaning of 29 C.F.R. § 2560.503-1(m)(8)) to the claim; a nd
(4) A statement of the Claimant's right to bring an action under Section
502(a) of ERISA.
If a Claimant files an appeal in accordance with the procedure described above and does not hear from the Administrator within sixty (60) days, the Claimant may consider the appeal denied.
(e) Filing Suit. A Participant or Beneficiary must comply with the claim and appeal procedures described above before seeking any other legal recourse

Itron, Inc. | Page 15
Ex ecutive Deferred Compensation Plan |

(including filing a law suit) regarding claims for benefits. If a Claimant wishes to file a court action after exhausting the foregoing procedures, the Claimant ( or his or her authorized representative) must file such action in a court of competent jurisdiction within one hundred eighty (180) days after the date on which the Claimant (or his or her authorized representative) received the Administrator's written denial of the appeal. Court actions may not be commenced after this one hundred eighty (ISO) day period. Any judicial review of the Compensation Committee's decision on a claim will be limited to whether, in the particular instance, the Compensation Committee abused its discretion. In no event will such judicial review be on a de novo basis, because the Compensation Committee has discretionary authority to determine eligibility for (and the amount of) benefits under the Plan and to construe and interpret the terms and provisions of the Plan.
ARTICLE X. CHANGE OF CONTROL
10.1 Benefits Protection Trust. As soon as a dministratively practicable (but in no event more than 14 d a ys) after a Ch a nge of Control, the Company shall contribute to the Trust an amount equal to the total of Plan's liabi l ities as of the date o f the Change of Control, less the amount a lre a dy held i n the Trust w i th respect to such Accounts, provided that th e Comp a ny i s not then insolvent. In a ddition, on and a f ter a Change o f Control, the following shall a pply (provided th a t the Company is not then insolvent):
(a) As soon a s administra t ively practicable (but in no event more than 14 days) a fter the end of the month in which occurs a Change of Control and ea ch mont h commencing thereafter, Company sh a ll make a n irr e voc a ble con t ribution to the Trust in an amount that is equal to any amounts deferred pursuant to Article IV hereof by Particip a nts during such month.
(b) As soon as administratively practicable (but in no event more than one month) a f ter the end o f the ca l endar year in which occurs a Change of Control and e a ch calendar year comm e ncing therea ft er, Company shall make an irrevocable contribution to the Trust in an amount equal to any Matching Contribution required to be made under this Plan pursuant to Section 5 .1 hereof.
(c) As soon as administratively practicable (but in no event more than two and one-half months) after the end of the calendar year in which occurs a Change of Control and each calendar year commencing thereafter, Company shall make an irrevocable contribution to the Trust in an amount that is equal to the total amount credited to the Participants' Accounts pursuant to Section 6.2 above, if any, for such calendar year.
The Company shall be insolvent if either (i) it is generally unable to pay its debts as they become due unless such debts are the subject of a bona fide dispute, or (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. The Company shall have no obligation to contribute to the Trust or

Itron, Inc. | Page 16
Ex ecutive Deferred Compensation Plan |

any other "rabbi" trust with respect to the Plan except in the event of a Change of
Control.
10.2 Legal Defense Trust. Immediately upon a Hostile Change of Control, the Company shall contribute to the Itron, Inc. Legal Defense Trust such amount as may be specified in the trust agreement for such trust for purposes of reimbursing Participants for legal fees and other related costs incurred by any Participant in attempting to enforce such Participant's rights under the Plan, provided that the Company is not then insolvent (as de fi ned in Section 10.1 above). The terms and condi t io n s under which s u ch fees and costs shall be reimbursed shall be set forth in the trust agreement for such trust.
10.3 Amendment After Change of Control. T h i s Article X m a y not be a mended or modified following a Ch a n g e of Control.
ARTICLE XI. AMENDMENT, MODIFICATION AND TERMINATION
S u bj e ct t o S e cti on 10.3 ab o ve, this P l an m ay b e a m e nded, m od ifie d or te rm in a t e d a t a ny tim e by the B oa rd; provided, howev er, th a t no a m e ndm e nt, m odi fi c a tion o r te r min atio n m ay a dv ersel y a ffe c t the r ight s of a n y Pa rt ic ip ant, without h i s o r he r c o n s ent, to a n y b e n efit un de r th e Pl a n to wh ich h e or s h e w a s entitle d p rio r to t h e effe ctiv e da t e (or, if l a te r, the a doption d a te) of s uch a mendment, m odi fic at io n o r t e rmi na tion; a nd provi d ed furthe r, that t he Pl a n m a y not b e ame n ded, modified o r termin a te d in a ny w a y w i th o u t th e co nsent o f ea ch P ar ti c ip a nt fo r a p e riod of tw o (2) ye a rs fo llowin g a Change of C ont ro l. N o a m e ndm e n t sh a ll b e ma d e t o t h e Pl a n if suc h ame nd me nt w o uld cau se th e P la n to be fu n d e d, o r ca us e an y a m o unts all oc a ted t o P ar t ici p a nts' Acc ount s u n d e r th e Pl a n to be t a x ab le t o th e P artic ipa nts or t h e i r B enefi c i ari e s pr i o r to the c al end a r ye a r of a ctu a l re c e ipt o f such am ounts, o r ot h e r wis e c au s e t h e Plan t o l o s e its exem p ti on fr o m E R I S A. In t h e event o f the term i n a ti o n o f the P l an, t h e Account s sh a ll be di s tri bu ted to P a rticipants pur s u an t to A rticl e VII I a bov e, unl e s s th e B oa rd, i n i ts sol e a nd a b s o l u te di s c ret io n, d ire cts th a t d i st ri butions occur sooner i n a ccord a nce with the provisi o ns o f T rea sury Regul at ion Section 1 .409 A-3(j)(4)(i x).
ARTICLE XII. MISCELLANEOUS
12.1 Plan Year. The Plan year shall be the c a lend a r year.
12.2 Withholding for Taxes and Other Deductions. T h e Company s h all have the right to deduct fr om any deferra l, distribution or withdrawal under the Plan any applicable taxes that it is required by law to withhold. In addition, the Company may also deduct from any distribution or withdrawal under the Plan any amounts owed by the Participant to the Company; provided, however, that the amount deducted from any distribution or withdrawal may not exceed the amount of such distribution or withdrawal, less any applicable tax withholding. The immediately preceding sentence shall not apply after a Hostile Change of Control.
12.3 No Right to Employment. Nothing contained in the Plan or in any Deferral Agreement executed by a Participant in connection herewith shall be construed

Itron, Inc. | Page 17
Ex ecutive Deferred Compensation Plan |

to (i) confer upon any employee any right of employment with the Company, (ii) restrict in any way with the Company's right to terminate or change the terms or conditions of any employee's employment at any time, or (iii) confer upon any employee or any other person any claim or right to any distribution under the Plan except in accordance with its terms.
12.4 Alienation Prohibited. Neither the Participant nor any Beneficiary shall have any right or ability to alienate, sell, transfer, assign, pledge or encumber, either voluntarily or involuntarily, any amount due or expected to become due under the Plan. Nor shall any such amounts be subject to garnishment, execution, levy or other seizure by any creditor of a Participant or Beneficiary. Notwithstanding the foregoing, the Administrator, in its sole discretion, may authorize payment (including immediate payment) to an "altern a te payee" to the extent necessary to fulfill a "domestic relations order," as defined in Code Section 414(p).
12.5 General Limitation of Liability. Neither the Company, the Board, the Compensation Committee, the Administrator nor any other person shall be liable, either jointly or severally, for any act or failure to act or for anything whatsoever in connection with the Plan, or the administration thereof, except, and only to the extent of, liability imposed because of willful misconduct, gross negligence or bad faith. All benefit payments shall be made solely from the Company's general assets.
12.6 Contributions to Trust. Nothing contained herein shall be construed or interpreted to preclude the Company from contributing to the Trust, or from establishing and contributing to any other trust, to facilitate benefit payments under the Plan prior to a Hostile Change of Control. All amounts held in the Trust (both now and in the future) shall be used to pay benefits under the Plan on a first-come, first-served basis, and shall not be earmarked to pay benefits to any particular Participant or Beneficiary.
12.7 Unfunded Plan. Notwithstanding the existence of the Trust or any other trust created pursuant to Section 12.6 above, the Plan shall be unfunded. All amounts deferred by, or credited to, Participants under the Plan, all Participant Accounts established and maintained pursuant to the Plan and all amounts contributed to the Trust or any other trust established pursuant to Section 12.6 above shall continue for all purposes to be part of the general assets of the Company until distributed; all benefits under the Plan shall be paid solely from the general assets of the Company. The Plan constitutes a mere promise by the Company to make benefit payments in the future. Participants and Beneficiaries shall have the status of general unsecured creditors of the Company with respect to the Plan and any rights and benefits thereunder. No Participant or Beneficiary shall have any preferred claim to the amounts credited to a Participant's Accounts or to any assets of the Company (or any trust established pursuant to Section 12.6 above) on account of a Participant's participation in the Plan prior to the time such amounts are actually paid to the Participant or Beneficiary, and then only to the extent of any such payment.

Itron, Inc. | Page 18
Ex ecutive Deferred Compensation Plan |

12.8 Applicable Law. The Plan shall be construed and its validity determined in accordance with the laws of the State of Washington to the extent such laws are no t preempted by federal law.
12.9 Severability. If any provis i on of th e Plan is h e ld by a court of competent jurisdiction to be ille ga l, i n v a lid or u n e nfo rceabl e, s a id ill e gality, invalidity or unen fo rce a bili t y sh a ll not a ff ect the remai n ing provisions o f t h e Pl a n, which shall r e ma i n fu ll y e ff e ctiv e a nd s h a ll b e cons t ru e d a nd en fo r ced a s i f s a id illega l, i nv a lid or un e n fo r cea bl e provi s ion h a d n e ver be en includ e d he r e in.
12.10 Successors and A s sign s. The t er ms and c on d i t ions of t he P l an, as amen d e d a n d i n effe c t from ti m e t o t im e, s h a ll b e b in d i n g u po n t he Co m pany's su cc essors and assig ns, inclu d i ng w it ho ut limi ta t ion an y en t ity into wh i c h the Company may be me r ge d or with which t h e Company may b e c onso l idate d.
12.11 Complianc e with Sec tion 409 A. T h e P l an is intended to com pl y with the requirements of Code Section 409A (i n cl u ding accompanying regu l ations an d current I RS guidance) an d t o conform to the current operation of the Plan. Notwithstanding a n y provision of the Plan to the contrary, the P l an shall b e interpreted, opera t ed and administered in a manner consisten t wi th t hi s int e n tion, so as to avoi d th e pre-distr i bution inclusio n in i n co m e of amo u nts deferred under the P l an and the imposit i on of an y addit i ona l taxes or interest thereo n. W i th re s pect t o a n y Participan t whose taxab l e year is not the ca l endar yea r, all r efere n c e s in the Plan to "c a l endar year," except those in A r t i cle V and Section 6.3 above, s h a ll be deemed to b e revised to r e fe r t o the Part i cipant's "taxable year." The Company and the A d m in i strator may conclus i ve l y presume t hat a Partic i p a nt's taxable ye a r is the calendar year unt i l notified o t herwise in writing b y the P articip a nt.
* * * * *
I N W ITNESS W H ER E OF, th i s i nstrument has b een executed by t h e Company as the 15 th day of September, 2011.
ITRON, INC.
By: _______________________
Its: _______________________

Itron, Inc. | Page 19
Ex ecutive Deferred Compensation Plan |

Itron, Inc. | Page 20
Ex ecutive Deferred Compensation Plan |

AMENDMENT TO THE
ITRON, INC. EXECUTIVE DEFERRED COMPENSATION PLAN As Amended and Restated Effective January 1, 2012
WHEREAS, Itron, Inc. (the "Employer") has adopted, and currently maintains, the Itron, Inc. Executive Deferred Compensation Plan (the "Plan"), pursuant to which a select group of management and highly compensated employees of the Company and its designated subsidiaries and affiliates may defer compensation and equity compensation awards; and
WHEREAS, the Compensation Committee of the Board of Directors of the Employer, pursuant to its authority under the Plan, has amended the Plan to provide a different matching contribution and has authorized the Company to document such amendment; and
WHEREAS, the Employer desires to document such amendment in terms of the Plan; NOW, THEREFORE, the Plan is amended as follows, effective January 1, 2017: Distributions
1. Section 5.1 is amended to add the following sentence to the end of that Section:
"Effective January 1, 2017, an Employee-Participant's Account shall be credited with matching contributions in an amount equal to seventy-five percent (75%) of the first six percent (6%) of total Salary and Bonuses deferred under the Plan by such Participant during a payroll period to the extent that such deferred Salary and Bonus exceeds an amount equal to the annual limit under Section 40l(a)(l 7) of the Code earned by the Employee-Participant in the applicable calendar year."
Except as amended above, the provisions of the Plan shall continue in full force and effect.
IN WITNESS WHEREOF, the Employer, by its duly authorized officer, has caused this Amendment to be executed as of the 14th day of September, 2016.
ITRON, INC.
By: /s/ Ruth Cusack /s/ Michel Cadieux
Name: Ruth Cusack /Michel Cadieux, Sr. VP Human Resources
Title: Sr. Director, Global Rewards
48321.0003.8334355.1

SECOND AMENDMENT TO THE
ITRON, INC. EXECUTIVE DEFERRED COMPENSATION PLAN As Amended and Restated Effective January 1, 2012
WHEREAS, Itron, Inc. (the "Company") has adopted, and currently maintains, the Itron, Inc. Executive Deferred Compensation Plan (the "Plan"), pursuant to which a select group of management and highly compensated employees may defer compensation and equity compensation awards; and
WHEREAS, effective as of January 1, 2012 (the "Effective Date"), the Plan permits non-employee members of the Company's Board of Directors (the "Board") to defer directors fees and equity compensation awards; and
WHEREAS, the Compensation Committee of the Board, pursuant to its authority under the Plan, has amended
the Plan to clarify its intent regarding distributions to non-employee members of the Board, and has authorized the
Company to document such amendment; and
WHEREAS, the Company desires to document such clarification in the terms of the Plan.
NOW, THEREFORE, the Plan is amended as follows, as of the Effective Date:
Timing of Director Distributions
1. Section 8.l(a) is amended to read as follows:
"With respect to deferrals made on or after January 1, 2012, with respect to all deferrals made by Director- Participants, and except a s provided otherwise in this Article VIII, a Participant's Account shall be distributed or commence to be distributed to the Participant within ninety (90) days after the Participant's Termination."
Except as amended above, the provisions of the Plan shall continue in full force and effect.
IN WITNESS WHEREOF, the Company, by its duly authorized officer, has caused this Amendment to be executed as of the 12 day of September, 2018.
ITRON, INC.
By: /s/ Michel Cadieux
Name: Michel Cadieux
Title: SVP of Human Resources