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February
11, 2010
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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.
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o
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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)
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o
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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)
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o
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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)
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o
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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)
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o
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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)
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o
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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)
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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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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.
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10.2
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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.
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10.3
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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.
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10.4
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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.
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10.5
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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.
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10.6
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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.
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10.7
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Form
of Change in Control Severance Agreement for Executive
Officers.
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Exhibit
Number
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Description
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10.1
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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.
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10.2
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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.
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10.3
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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.
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10.4
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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.
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10.5
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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.
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10.6
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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.
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10.7
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Form
of Change in Control Severance Agreement for Executive
Officers.
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