0001193125-11-045950 Sample Contracts

ITRON, INC. RESTRICTED STOCK UNIT AWARD NOTICE ALL PARTICIPANTS (EXCLUDING FRANCE)
Restricted Stock Unit Award Agreement • February 25th, 2011 • Itron Inc /Wa/ • Instruments for meas & testing of electricity & elec signals • Washington

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, including Appendix A (the “Agreement”) and the Itron, Inc. 2010 Stock Incentive Plan (the “Plan”), all of which are incorporated into the Award Notice in their entirety.

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CHANGE IN CONTROL AGREEMENTS Steven M. Helmbrecht John W. Holleran Byron Jackson Phillip Le Bris Chuck McAtee Philip C. Mezey Marcel Regnier * Jared P. Serff Malcolm Unsworth Russell E. Vanos
Itron Inc /Wa/ • February 25th, 2011 • Instruments for meas & testing of electricity & elec signals

* Mr. Regnier’s change in control agreement includes a modification relating to Belgium and French laws (Filed as Exhibit 10.2 to Itron, Inc.’s Current Report on Form 8-K, filed on December 17, 2008 - File No. 0-22418)

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