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February
14, 2008
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Date
of Report (Date of Earliest Event
Reported)
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ITRON,
INC.
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(Exact
Name of Registrant as Specified in its
Charter)
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Washington
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000-22418
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91-1011792
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification
No.)
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2111
N. Molter Road, Liberty Lake, WA 99019
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(Address
of Principal Executive Offices, Zip
Code)
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(509)
924-9900
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(Registrant’s
Telephone Number, Including Area
Code)
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|
(Former
Name or Former Address, if Changed Since Last
Report)
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[ ]
Written communications pursuant to Rule 425 under Securities Act (17 CFR
230.425)
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[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
|
o
|
The
Revised Long-Term Performance Plan (LTPP) for senior management and key
executive officers to conform the Plan to comply with Section 409A of the
Internal Revenue Code. Exhibit 10.1 is incorporated herein by
reference.
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|
o
|
The
Form of Restricted Stock Unit Award Notice and Agreement 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 is incorporated
herein by reference.
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|
o
|
The
Form of Non-Qualified Stock Option Grant Notice and Agreement for use in
connection with the Company’s Amended and Restated 2000 Stock Incentive
Plan. Exhibit 10.3 is incorporated herein by
reference.
|
|
o
|
The
Form of Incentive Stock Option Grant Notice and Agreement for use in
connection with the Company’s Amended and Restated 2000 Stock Incentive
Plan. Exhibit 10.4 is incorporated herein by
reference.
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Name
|
Position
|
Restricted
Stock Units
|
||
|
LeRoy
D. Nosbaum
|
Chief
Executive Officer and Chairman of the Board
|
4,216
|
||
|
Steven
M. Helmbrecht
|
Sr.
Vice President and Chief Financial Officer
|
1,459
|
||
|
John
W. Holleran
|
Sr.
Vice President, General Counsel and Corporate Secretary
|
1,459
|
||
|
Philip
C. Mezey
|
Sr.
Vice President and Chief Operating Officer, Itron North
America
|
2,235
|
||
|
Malcolm
Unsworth
|
Sr.
Vice President and Chief Operating Officer, Actaris
|
3,136
|
||
|
Jared
P. Serff
|
Vice
President, Competitive Resources
|
666
|
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Item
9.01
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Financial
Statements and Exhibits.
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|
(d)
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Exhibits.
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Exhibit
Number
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Description
|
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10.1
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Amended
Long-Term Performance Plan dated February 14, 2008 between Itron, Inc. and
certain of its executive officers.
|
|
|
10.2
|
Form
of Notice of Restricted Stock Unit Award for the Amended Long-Term
Performance Plan.
|
|
|
10.3
|
Form
of Non-Qualified Stock Option Grant Notice and Agreement for the Amended
and Restated 2000 Stock Incentive Plan.
|
|
|
10.4
|
Form
of Incentive Stock Option Grant Notice and Agreement for the Amended and
Restated 2000 Stock Incentive Plan.
|