Summary of ITRON INC /WA/ - Yahoo! Finance

Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Directors

On December 16, 2008, Itron's Board of Directors elected Malcolm Unsworth, President and Chief Operating Officer, to the Company's Board of Directors, effective immediately. Mr. Unsworth joined Itron in July of 2004 as Sr. Vice President, Hardware Solutions, following the acquisition of Schlumberger Electricity Metering. In April 2007, after our acquisition of Actaris Metering Systems, Mr. Unsworth was named Sr. Vice President and Chief Operating Officer of Actaris, and was promoted to President and Chief Operating Officer of the Company in April 2008. Prior to joining Itron, Mr. Unsworth spent 25 years with Schlumberger in a variety of management positions in the electric, gas, water and systems businesses.

As a result of Mr. Unsworth's election to the Board of Directors, the composition of our Board of Directors has increased from nine directors to ten. Mr. Unsworth's term will expire at the annual meeting of shareholders in 2010. Committee appointments, if any, will be determined at a later date. There are no related person transactions or other information related to Mr. Unsworth that are required to be disclosed pursuant to section 404(a) of Regulation S-K of the Securities Exchange Act of 1934.

Compensatory Arrangements of Certain Officers

On December 15, 2008, the Compensation Committee of the Board of Directors approved an employment agreement for Marcel Regnier, Sr. Vice President and Chief Operating Officer of Actaris, which provides for severance upon termination of employment based on Belgian employment law, with a maximum of one year of compensation. Mr. Regnier's change in control agreement has been amended to provide that if he is terminated as a result of a change in control, any severance benefit received at law will be offset against benefits to be received under his change in control agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number     Description

10.1       Employee Agreement between Actaris Management
           Services S.A. and Marcel Regnier.

10.2       First Amendment to Change in Control Agreement
           between Itron, Inc. and Marcel Regnier.