Itron, Inc. Contracts & Agreements

Form of Amendment to Warrant Confirmation (Filed with this report) (Filed With SEC on August 1, 2024)

Third Amended and Restated 2010 Stock Incentive Plan. (Filed with this report) (Filed With SEC on August 1, 2024)

Third Amendment to the Executive Deferred Compensation Plan. (Filed with this report) (Filed With SEC on August 1, 2024)

Indenture, dated as of June 21, 2024, by and between Itron, Inc. and U.S. Bank Trust Company, National Association, as trustee (Filed With SEC on June 21, 2024)

Form of Capped Call Confirmation (Filed With SEC on June 21, 2024)

Amendment No. 8, dated June 14, 2024, to the Credit Agreement, dated January 5, 2018 among Itron, Inc. and certain foreign borrowers, guarantors, lenders and issuing parties... (Filed With SEC on June 21, 2024)

Form of Second Amended and Restated Change in Control Severance Agreement for Executive Officers. (Filed (Filed With SEC on February 26, 2024)

Form of Indemnification Agreements between Itron, Inc. and certain directors and officers. (Filed (Filed With SEC on February 26, 2024)

Second Amended and Restated 2010 Stock Incentive Plan. (Filed (Filed With SEC on February 26, 2024)

2023 Itron Incentive Plan (filed with this report) (Filed With SEC on February 26, 2024)

Executive Officer Severance Pay Policy (filed with this report) (Filed With SEC on February 26, 2024)

Insider Trading Policy (filed with this report) (Filed With SEC on February 26, 2024)

Description of Registrant's Securities (filed with this report) (Filed With SEC on February 27, 2023)

Amendment No. 6, dated February 21, 2023, to the Credit Agreement, dated January 5, 2018 among Itron, Inc. and certain foreign borrowers, guarantors, lenders and issuing parties... (Filed With SEC on February 27, 2023)

Form of Second Amended and Restated Change in Control Severance Agreement for Executive Officers (filed with this report) (Filed With SEC on August 4, 2022)

Second Amended and Restated Change in Control Severance Agreement for Thomas L. Deitrich (Filed With SEC on August 4, 2022)

Amendment No. 4, dated February 25, 2022, to the Credit Agreement, dated January 5, 2018 among Itron, Inc. and certain foreign borrowers, guarantors, lenders and issuing parties... (Filed With SEC on February 28, 2022)

2022 Itron Incentive Plan (filed with this report) (Filed With SEC on February 28, 2022)

Underwriting Agreement, dated as of March 9, 2021, by and between Itron, Inc. and J.P. Morgan Securities LLC, as representative of the underwriters (Filed With SEC on March 12, 2021)

Indenture, dated as of March 12, 2021, by and between Itron, Inc. and U.S. Bank National Association, as trustee (Filed With SEC on March 12, 2021)

Form of Convertible Note Hedge (Filed With SEC on March 12, 2021)

Form of Warrant Confirmation (Filed With SEC on March 12, 2021)

Amendment No. 3, dated March 8, 2021, to the Credit Agreement, dated January 5, 2018 among Itron, Inc. and certain foreign borrowers, guarantors, lenders and issuing parties... (Filed With SEC on March 12, 2021)

Description of Registrant's Securities (filed with this report) (Filed With SEC on February 24, 2021)

Amended and Restated (Filed With SEC on February 24, 2021)

Form of RSU Award Notice and Agreement for all Participants for use in connection with Itron, Inc.'s (Filed With SEC on February 24, 2021)

Amendment No. 2 dated October 19, 2020, to the Second Amended and Restated Credit Agreement dated January 5, 2018 (incorporated by reference from the Form 8-K filed on January 12,... (Filed With SEC on November 2, 2020)

Form of Long-Term Performance RSU Award Notice and Agreement for U.S Participants for use in connection with Itron, Inc.'s Second Amended and Restated 2010 Stock Incentive Plan.... (Filed With SEC on February 27, 2020)

Employment agreement between Itron, Inc. and Sarah Hlavinka, dated June 28, 2018 (filed with this report) (Filed With SEC on February 27, 2020)

Employment agreement between Itron, Inc. and Donald Reeves, dated July 3, 2018 (filed with this report) (Filed With SEC on February 27, 2020)

Amendment No. 1 dated October 18, 2019, to the Second Amended and Restated Credit Agreement dated January 5, 2018 (incorporated by reference from the Form 8-K filed on January 12,... (Filed With SEC on October 24, 2019)

Employment agreement between Itron, Inc. and Thomas L. Deitrich, dated July 16, 2019 (Filed With SEC on July 22, 2019)

Schedule of certain executive officers who are parties to Change in Control Severance Agreements with Itron, Inc. (filed with this report) (Filed With SEC on February 28, 2019)

Schedule of directors and executive officers who are parties to Indemnification Agreements with Itron, Inc. (filed with this report) (Filed With SEC on February 28, 2019)

Form of Stock Option Grant Notice and Agreement for use in connection with both incentive and non-qualified stock options granted under Itron, Inc.'s Amended and Restated 2010... (Filed With SEC on February 28, 2019)

Form of Long-Term Performance RSU Award Notice and Agreement for U.S. Participants for use in connection with Itron, Inc.'s Amended and Restated 2010 Stock Incentive Plan. (filed... (Filed With SEC on February 28, 2019)

Form of RSU Award Notice for awards with 1 year vesting and Agreement for all Participants for use in connection with Itron, Inc.'s Amended and Restated 2010 Stock Incentive Plan.... (Filed With SEC on February 28, 2019)

Form of RSU Award Notice for awards with 2 year vesting and Agreement for all Participants for use in connection with Itron, Inc.'s Amended and Restated 2010 Stock Incentive Plan.... (Filed With SEC on February 28, 2019)

Form of RSU Award Notice for awards with 3 year vesting and Agreement for all Participants for use in connection with Itron, Inc.'s Amended and Restated 2010 Stock Incentive Plan.... (Filed With SEC on February 28, 2019)

Transition and Retirement Agreement, dated as of January 21, 2019, by and between Itron, Inc. and Philip C. Mezey (Filed With SEC on January 22, 2019)

Schedule of certain executive officers who are parties to Change in Control Severance Agreements with Itron, Inc. (filed with this report) (Filed With SEC on March 1, 2018)

Schedule of directors and executive officers who are parties to Indemnification Agreements with Itron, Inc. (filed with this report) (Filed With SEC on March 1, 2018)

Indenture, dated as of December 22, 2017 among Itron, Inc., the guarantors from time to time party thereto and U.S. Bank National Association, as trustee (Filed With SEC on December 22, 2017)

Escrow Agreement, dated as of December 22, 2017 among Itron, Inc., U.S. Bank National Association, as escrow agent and U.S. Bank National Association, as trustee (Filed With SEC on December 22, 2017)

First Amendment to Cooperation Agreement, dated November 1, 2017, by and among Itron, Inc., Scopia Management, Inc. and certain of their specified affiliates, Jerome J. Lande, and... (Filed With SEC on November 2, 2017)

Debt Commitment Letter, dated October 3, 2017, by and among Itron, Inc., Wells Fargo Bank, National Association, WF Investment Holdings, LLC, Wells Fargo Securities, LLC, JPMorgan... (Filed With SEC on October 6, 2017)

Agreement and Plan of Merger, dated September 17, 2017, by and among Itron, Inc., Ivory Merger Sub, Inc., and Silver Spring, Inc (Filed With SEC on September 18, 2017)

Voting Agreement, dated September 17, 2017, by and among Itron, Inc., FC IV Active Advisors, LLC, Foundation Capital, LLC, Foundation Capital IV, L.P., Foundation Capital IV... (Filed With SEC on September 18, 2017)

Debt Commitment Letter, dated September 17, by and among Itron, Inc., Wells Fargo Bank, National Association, WF Investment Holdings, LLC and Wells Fargo Securities, LLC (Filed With SEC on September 18, 2017)

ITRON, INC. AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN STOCK OPTION GRANT NOTICE (Filed With SEC on May 4, 2017)

ITRON, INC. AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN LONG TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD NOTICE FOR U.S. PARTICIPANTS (Filed With SEC on May 4, 2017)

ITRON, INC. AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD NOTICE (Filed With SEC on May 4, 2017)

AMENDMENT TO THE ITRON, INC. EXECUTIVE DEFERRED COMPENSATION PLAN As Amended and Restated Effective January 1, 2012 (Filed With SEC on November 3, 2016)

SCOPIA CAPITAL MANAGEMENT LP 152 West 57TH Street, 33RD Floor New York, New York 10019 (Filed With SEC on November 3, 2016)

COOPERATION AGREEMENT (Filed With SEC on December 11, 2015)

*Mr. Regnier's change in control agreement includes a modification relating to French laws (Filed as Exhibit 10.2 to Itron, Inc.s Current Report on Form 8-K, filed on April 2,... (Filed With SEC on February 20, 2015)

ITRON, INC. AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN STOCK OPTION GRANT NOTICE (Filed With SEC on August 6, 2014)

ITRON, INC. AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD NOTICE ALL PARTICIPANTS (EXCLUDING FRANCE) (Filed With SEC on August 6, 2014)

ITRON, INC. AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD NOTICE FOR PARTICIPANTS IN FRANCE (Filed With SEC on August 6, 2014)

ITRON, INC. AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN LONG TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD NOTICE FOR U.S. PARTICIPANTS (Filed With SEC on August 6, 2014)

ITRON, INC. AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN LONG TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD NOTICE FOR PARTICIPANTS IN FRANCE (Filed With SEC on August 6, 2014)

Rules of the Itron, Inc. Amended and Restated 2010 Stock Incentive Plan for the Grant of Restricted Stock Units to Participants in France (Filed With SEC on August 6, 2014)

*Mr. Regnier's change in control agreement includes a modification relating to French laws (Filed as Exhibit 10.2 to Itron, Inc.s Current Report on Form 8-K, filed on April 2,... (Filed With SEC on February 26, 2014)

ITRON, INC. 2010 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD NOTICE ALL PARTICIPANTS (EXCLUDING FRANCE) (Filed With SEC on May 3, 2013)

ITRON, INC. 2010 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD NOTICE FOR PARTICIPANTS IN FRANCE (Filed With SEC on May 3, 2013)

ITRON, INC. 2010 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD NOTICE NON-EMPLOYEE DIRECTORS (Filed With SEC on May 3, 2013)

ITRON, INC. 2010 STOCK INCENTIVE PLAN LONG TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD NOTICE FOR U.S. PARTICIPANTS (Filed With SEC on May 3, 2013)

ITRON, INC. 2010 STOCK INCENTIVE PLAN LONG TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD NOTICE FOR PARTICIPANTS IN FRANCE (Filed With SEC on May 3, 2013)

AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT FOR EXECUTIVE OFFICERS (Filed With SEC on February 22, 2013)

*Mr. Regnier's change in control agreement includes a modification relating to French laws (Filed as Exhibit 10.2 to Itron, Inc.s Current Report on Form 8-K, filed on April 2,... (Filed With SEC on February 22, 2013)

ITRON, INC. 2010 STOCK INCENTIVE PLAN STOCK OPTION GRANT NOTICE (Filed With SEC on February 22, 2013)

- 2 - (Filed With SEC on November 19, 2012)

ITRON, INC. 2010 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD NOTICE ALL PARTICIPANTS (EXCLUDING FRANCE) (Filed With SEC on November 6, 2012)

ITRON, INC. 2010 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD NOTICE FOR PARTICIPANTS IN FRANCE (Filed With SEC on November 6, 2012)

Mr. Marcel REGNIER (Filed With SEC on April 2, 2012)

First Amendment to Change in Control Agreement (Filed With SEC on April 2, 2012)

For translation purposes only (Filed With SEC on April 2, 2012)

*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... (Filed With SEC on February 17, 2012)

ITRON, INC. EXECUTIVE DEFERRED COMPENSATION PLAN ARTICLE I. ESTABLISHMENT AND NATURE OF PLAN (Filed With SEC on November 1, 2011)

Signed:/S/ LEROY D. NOSBAUMLeRoy D. NosbaumStart Date:August 31, 2011 (Filed With SEC on September 7, 2011)

SEPARATION AGREEMENT AND RELEASE (Filed With SEC on September 7, 2011)

ITRON, INC. 2010 STOCK INCENTIVE PLAN LONG TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD NOTICE FOR U.S. PARTICIPANTS (Filed With SEC on February 25, 2011)

ITRON, INC. 2010 STOCK INCENTIVE PLAN LONG TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD NOTICE FOR INTERNATIONAL PARTICIPANTS(EXCLUDING FRANCE) (Filed With SEC on February 25, 2011)

ITRON, INC. 2010 STOCK INCENTIVE PLAN LONG TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD NOTICE FOR PARTICIPANTS IN FRANCE (Filed With SEC on February 25, 2011)

ITRON, INC. 2010 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD NOTICE ALL PARTICIPANTS (EXCLUDING FRANCE) (Filed With SEC on February 25, 2011)

ITRON, INC. 2010 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD NOTICE FOR PARTICIPANTS IN FRANCE (Filed With SEC on February 25, 2011)

AMENDMENT TO RIGHTS AGREEMENT (Filed With SEC on September 22, 2010)

attached hereto (Filed With SEC on February 25, 2010)

ITRON, INC. (Filed With SEC on February 18, 2010)

ITRON,INC. (Filed With SEC on February 18, 2010)

CHANGE IN CONTROL SEVERANCEAGREEMENT FOR EXECUTIVE OFFICERS (Filed With SEC on February 18, 2010)

Underwriting Agreement among Canaccord Adams Inc., Canaccord Capital Corporation, Stephens Inc., and Itron, Inc (Filed With SEC on May 29, 2009)

Exhibit 4.1 EXECUTION VERSION AMENDMENTNO. 1 among ITRON,INC., asBorrower, TheSubsidiary Guarantors, TheLenders and Issuing Banks Party Hereto, and WELLSFARGO BANK, NATIONAL... (Filed With SEC on April 27, 2009)

Schedule of certain executive officers who are parties to Change in Control Agreements with Itron, Inc. * (attached hereto) (Filed With SEC on February 26, 2009)

Schedule of directors and executive officers who are parties to Indemnification Agreements with Itron, Inc. * (attached hereto) (Filed With SEC on February 26, 2009)

Form of Non-Qualified Stock Option Grant Notice and Agreement for Nonemployee Directors under the Itron, Inc. Amended and Restated 2000 Stock Incentive Plan. (attached hereto) (Filed With SEC on February 26, 2009)

Executive Deferred Compensation Plan.* (attached hereto) (Filed With SEC on February 26, 2009)

Amended and Restated 2002 Employee Stock Purchase Plan. (attached hereto) (Filed With SEC on February 26, 2009)

ITRON, INC. (Filed With SEC on February 18, 2009)

EMPLOYEESTOCK OPTION AMENDEDAND RESTATED 2000 STOCK INCENTIVE PLAN NON-QUALIFIEDSTOCK OPTION GRANT NOTICE (Filed With SEC on February 18, 2009)

EMPLOYEESTOCK OPTION AMENDEDAND RESTATED 2000 STOCK INCENTIVE PLAN INCENTIVESTOCK OPTION GRANT NOTICE (Filed With SEC on February 18, 2009)

EMPLOYMENTAGREEMENT (Filed With SEC on December 17, 2008)

FirstAmendment to Change in Control Agreement (Filed With SEC on December 17, 2008)

Form of Restricted Stock Award (Filed With SEC on August 5, 2008)

Itron,Inc. 3,400,000Shares CommonStock (no parvalue) UnderwritingAgreement UnderwritingAgreement (Filed With SEC on May 8, 2008)

TERMSOF THE AMENDED AND RESTATED EQUITY GRANT PROGRAM FOR NONEMPLOYEE DIRECTORS UNDERTHE ITRON, INC. AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN (Asamended and restated... (Filed With SEC on February 26, 2008)

Amended Long-Term Performance Plan dated February 14, 2008 between Itron, Inc. and certain of its executive officers (Filed With SEC on February 20, 2008)

Form of Notice of Restricted Stock Unit Award for the Amended Long-Term Performance Plan (Filed With SEC on February 20, 2008)

Form of Non-Qualified Stock Option Grant Notice and Agreement for the Amended and Restated 2000 Stock Incentive Plan (Filed With SEC on February 20, 2008)

Form of Incentive Stock Option Grant Notice and Agreement for the Amended and Restated 2000 Stock Incentive Plan (Filed With SEC on February 20, 2008)

ITRON, INC. and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of August 4, 2006 (Filed With SEC on November 6, 2006)

TERMS OF THE AMENDED AND RESTATED EQUITY GRANT PROGRAM FOR NONEMPLOYEE DIRECTORS UNDER THE ITRON,INC. AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN (As amended and restated... (Filed With SEC on November 6, 2006)

ITRON, INC. (Filed With SEC on August 4, 2006)

ITRON, INC. and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of August 4, 2006 $300,000,000 Principal Amount 2.50% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE... (Filed With SEC on August 4, 2006)

EIGHTH AMENDMENT Dated as of July 31, 2006 (Filed With SEC on July 31, 2006)

ITRON, INC. AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN As adopted by the board on February 16, 2006and approved by the shareholders on May 9, 2006 (Filed With SEC on July 27, 2006)

ITRON, INC. (Filed With SEC on May 17, 2005)

AGREEMENT (Filed With SEC on December 30, 2004)

[FORM OF FACE OF EXCHANGE NOTE] (Filed With SEC on September 3, 2004)

ITRON, INC. EACH OF THE GUARANTORS PARTY HERETO 7 3/4% SENIORSUBORDINATED NOTES DUE 2012 INDENTURE Dated as of May 10, 2004 (Filed With SEC on September 3, 2004)

AMENDED & RESTATED PURCHASE AGREEMENT By and among SCHLUMBERGER ELECTRICITY, INC., SCHLUMBERGER TECHNOLOGY CORPORATION, SCHLUMBERGER CANADA LIMITED, BVI HOLDINGS LIMITED, AXALTO... (Filed With SEC on July 15, 2004)

$240,000,000 CREDIT AGREEMENT among (Filed With SEC on July 15, 2004)

CREDIT AGREEMENT Dated as of March 15, 2004 (Filed With SEC on July 15, 2004)

CREDIT AGREEMENT Dated as of May 14, 2004 (Filed With SEC on July 15, 2004)

CREDIT AGREEMENT Dated as of June 30, 2004 (Filed With SEC on July 15, 2004)

$240,000,000 (Filed With SEC on March 12, 2004)

ITRON, INC. (Filed With SEC on November 13, 2003)

AMENDED AND RESTATED WARRANTY AND MAINTENANCE AGREEMENT (Filed With SEC on May 9, 2003)

ITRON, INC. (Filed With SEC on May 9, 2003)

SCHEDULE 1.1 (Filed With SEC on March 26, 2003)

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Itron, Inc. Contracts & Agreements