Your prompt return of the enclosed  proxy card will save the postage  expense of
additional  mailings.  Your  immediate  attention to these  materials is greatly
appreciated.


                                      ITRON


Johnny M. Humphreys
President and
Chief Executive Officer
                                                                               
 

Dear Shareholder:

     On behalf of the Board of Directors,  it is my pleasure to extend to you an
invitation to attend the 1998 Annual Meeting of Shareholders  of Itron,  Inc. We
hope you can join us. The Annual Meeting will be held:

                At:           DoubleTree Hotel - City Center
                              Spokane Falls Ballroom - Suite A
                              322 North Spokane Falls Court
                              Spokane, Washington 99201

                On:           Wednesday, May 6, 1998

                Time:         8:00 a.m.

     For  our  shareholders'   convenience,  a  continental  breakfast  will  be
available  beginning  at 7:30  a.m.,  at which  time  shareholders  will have an
opportunity  to meet  personally  with the Company's  directors and officers and
discuss any questions  they may have.  The Annual Meeting will begin promptly at
8:00 a.m.  The Notice of the Annual  Meeting and the Proxy  Statement  accompany
this letter.

     We know that many of our  shareholders  will be unable to attend the Annual
Meeting.  Proxies are solicited so that each  shareholder  has an opportunity to
vote on all matters that are  scheduled  to come before the meeting.  Whether or
not you plan to attend, please take the time now to read the Proxy Statement and
vote your shares by signing,  dating and  returning  your proxy card promptly in
the enclosed postage-paid envelope. You may revoke your proxy at any time before
it is  exercised.  Regardless  of the  number of Company  shares  you own,  your
presence by proxy is  important  for quorum  purposes and your vote is important
for proper corporate action.

     Thank you for your continuing  interest in Itron. We look forward to seeing
as many of you as possible at our Annual Meeting.

                                   Sincerely,



                                          Johnny M. Humphreys
                                          President and Chief Executive Officer


          Itron, Inc., P.O. Box 15288, Spokane, Washington 99215-5288;
                        (509) 924-9900 or (800) 635-5461







                                   ITRON, INC.

                            2818 North Sullivan Road
                            Spokane, Washington 99216



                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD ON MAY 6, 1998



     NOTICE IS HEREBY GIVEN that the Annual  Meeting of  Shareholders  of Itron,
Inc. will be held at the DoubleTree Hotel - City Center,  Spokane Falls Ballroom
- - Suite A, 322 North Spokane  Falls Court,  Spokane,  Washington,  at 8:00 a.m.,
local time, on Wednesday,  May 6, 1998 (the "Annual  Meeting") for the following
purposes:

         (1)      To elect two directors of the Company;

         (2)      To approve the amendment of the Company's Employee Stock
                  Purchase Plan;

         (3)      To ratify the appointment of the auditors of the Company; and

         (4)      To transact such other business as may come before the
                  meeting and any adjournment or postponement thereof.

     The Board of  Directors  has fixed the close of business  on  February  27,
1998,  as the record  date for the  determination  of  shareholders  entitled to
notice of and to vote at the Annual Meeting.

     All  shareholders  are  cordially  invited to attend the Annual  Meeting in
person.

     To ensure  representation at the Annual Meeting,  shareholders are urged to
mark, sign, date and return the enclosed Proxy as promptly as possible,  even if
they plan to attend the Annual  Meeting.  A return  envelope,  which requires no
postage  if mailed in the United  States,  is  enclosed  for this  purpose.  Any
shareholder  attending  the  Annual  Meeting  may  vote in  person  even if such
shareholder has returned a Proxy.


                                By order of the Board of Directors



                                MariLyn R. Blair
                                Corporate Secretary

Spokane, Washington
April 1, 1998






                                      ITRON


                                 PROXY STATEMENT

     This Proxy  Statement is furnished in connection  with the  solicitation by
the Board of Directors of Itron,  Inc. (the "Company") of proxies for use at the
Annual  Meeting  of  Shareholders  (the  "Annual  Meeting")  to be  held  at the
DoubleTree  Hotel - City  Center,  Spokane  Falls  Ballroom - Suite A, 322 North
Spokane  Falls  Court,  Spokane,  Washington,  at  8:00  a.m.,  local  time,  on
Wednesday, May 6, 1998, for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders.  The principal  executive offices of the Company
are  located at 2818 North  Sullivan  Road,  Spokane,  Washington  99216.  It is
expected  that this Proxy  Statement  and  accompanying  Proxy will be mailed to
shareholders on or about April 1, 1998.

Record Date and Outstanding Shares

     Holders of the Company's common stock (the "Common Stock") of record at the
close of business on February 27, 1998, are entitled to notice of and to vote at
the Annual Meeting.  On that date, there were 14,637,041  shares of Common Stock
outstanding.

Revocability of Proxies

     Shares  represented at the Annual Meeting by properly  executed  Proxies in
the  accompanying  form  will be voted at the  Annual  Meeting  and,  where  the
shareholder  giving  the Proxy  specifies  a choice,  the Proxy will be voted in
accordance with the  specification  so made. A Proxy given for use at the Annual
Meeting may be revoked by the shareholder  giving the Proxy at any time prior to
the exercise of the powers conferred  thereby.  A Proxy may be revoked either by
(i) filing with the Secretary of the Company prior to the Annual Meeting, at the
Company's  principal  executive  offices,  either a written revocation or a duly
executed  Proxy bearing a later date or (ii)  attending  the Annual  Meeting and
voting in person,  regardless  of  whether a Proxy has  previously  been  given.
Presence at the Annual  Meeting will not revoke the  shareholder's  Proxy unless
such shareholder votes in person.

Quorum and Voting

     Each  shareholder  will be entitled  to one vote per share of Common  Stock
held.  Holders of Common Stock are not entitled to  cumulative  voting rights in
the  election of  directors.  The presence at the Annual  Meeting,  in person or
represented by proxy, of holders of a majority of the  outstanding  Common Stock
on the record date will constitute a quorum.

     A  plurality  of the  votes  duly  cast is  required  for the  election  of
Directors  (i.e.,  the nominees  receiving the greatest  number of votes will be
elected). Abstentions from voting on the election of directors have no effect on
the outcome of this proposal  since the votes have not been cast in favor of any
nominee.  The proposals to approve the amendment of the Employee  Stock Purchase
Plan and to ratify the appointment of the Company's independent auditors will be
approved if the votes duly cast in favor of the particular  proposal  exceed the
votes duly cast against the proposal. Abstentions from voting on either of these
proposals  will have no impact on the outcome of the proposal  since no vote has
been cast for or against the proposal. There can be no broker nonvotes on any of
these  matters  since  brokers who hold shares for the accounts of their clients
have  discretionary  authority  to vote such shares  with  respect to all of the
matters being presented to shareholders for approval at the Annual Meeting.






                                     ITEM 1

                              ELECTION OF DIRECTORS


     The Board of Directors is divided into three classes, with each director of
the Company  generally  holding office for a three-year term or until his or her
successor has been elected and qualified.  At the Annual Meeting,  two directors
are to be elected for a term of three  years until 2001 or, in each case,  until
his respective successor shall be elected and shall qualify. Unless authority to
do so is withheld,  the persons named as proxies in the accompanying  Proxy will
vote for the election of the nominees  listed below.  The Board of Directors has
no  reason  to  believe  that  any such  nominee  will be  unable  to serve as a
director.  If,  however any such nominee shall become  unavailable,  the persons
named as proxies  will have  discretionary  authority  to vote for a  substitute
nominee.  Assuming the election of Messrs. Redmond and Humphreys as directors at
the Annual Meeting,  Mr.  Humphreys is expected to be appointed  Chairman of the
Board. Mr. Redmond, who has served as the Company's Chairman since, 1987, would
 relinquish that title but would continue to serve as a director of the Company.


Nominees to Serve Until 2001

     Paul A.  Redmond  (age 61) has served as Chairman of the Board of Directors
of the  Company  since 1987.  He is  Chairman  of the Board and Chief  Executive
Officer of The Washington Water Power Company ("WWP"). Mr. Redmond joined WWP in
1965, where he has held numerous management and executive positions prior to his
being  elected to his current  position in 1985.  Mr.  Redmond  also serves as a
director of Washington  RoundTable,  U.S. Bancorp, and Hecla Mining Co., as well
as Pentzer Corporation and other various subsidiaries and affiliates of WWP.

     Johnny M. Humphreys (age 60) has been President,  Chief  Executive  Officer
and a  director  of Itron  since  1987.  From 1975 to 1986,  Mr.  Humphreys  was
employed by Datachecker Systems, Inc. ("Datachecker"),  a subsidiary of National
Semiconductor  Corporation  ("NSC"), in various executive  positions,  including
President  from 1980 to 1986. In 1986, Mr.  Humphreys was appointed  Senior Vice
President of NSC's  Information  Systems Group and was responsible for strategic
planning for three operating divisions, National Advanced Systems, Microcomputer
Products Group and Datachecker.


Continuing Directors

     Michael B. Bracy (age 56) has been a director  of the  Company  since 1992.
Mr. Bracy's term as a director  expires in 2000.  Until his retirement in August
1997,  Mr. Bracy was Executive Vice  President,  Chief  Financial  Officer and a
director of NorAm Energy Corp.  ("NorAm"),  previously known as Arkla,  Inc., an
integrated  natural gas company.  After  joining  NorAm in 1984, he held various
executive  positions,  including Chief  Executive  Officer of the Arkla Pipeline
Group.  Prior to his joining NorAm, Mr. Bracy served as Executive Vice President
and Chief Financial  Officer of El Paso Natural Gas Company,  which he joined in
1977.

     Ted C.  DeMerritt  (age 66) has been a director of the Company  since 1994.
Mr.  DeMerritt's  term as a director  expires in 1999.  Mr.  DeMerritt  has been
employed by Olsy North America,  which develops and implements  system solutions
for the  financial  services and retail  industries,  and its  predecessor,  ISC
Systems Corporation, since 1980, where he currently serves as its Chairman. From
1963 to 1980,  he was with  Sacramento  Savings and Loan  Association,  where he
served  as  Controller/Senior  Vice  President  in  charge  of the  Savings  and
Operations  Division.  Mr.  DeMerritt  is a  Trustee  of  the  Washington  State
University Foundation.






     Jon E. Eliassen (age 51) has been a director of the Company since 1987. Mr.
Eliassen's  term as a director  expires in 1999.  Mr.  Eliassen  is Senior  Vice
President  and Chief  Financial  Officer of WWP.  He joined WWP in 1970 and held
numerous  positions within the finance  department prior to assuming his current
responsibilities  in 1986.  He also  serves as a director of  Northwest  Venture
Partners   Corporation  and  Pentzer   Corporation  as  well  as  other  various
subsidiaries and affiliates of WWP.

     Mary Ann Peters (age 54) has been a director of the Company since 1994. Ms.
Peters' term as director  expires in 2000.  Ms.  Peters is Managing  Director of
McGillicuddy  and Peters,  a business and marketing  consultancy  she founded in
1984.  She began her  marketing  career  with  International  Business  Machines
Corporation in 1972 and subsequently held a variety of marketing  positions with
General Electric Company,  Wells Fargo and Company,  Inc., Atari Corp. and Apple
Computer, Inc.

     Stuart Edward White (age 47) has been a director of the Company since 1996.
Mr.  White's term as a director  expires in 1999.  Mr. White has been  Executive
Vice  President of Itron,  and  Chairman of Utility  Translation  Systems,  Inc.
("UTS"),  since October 1997. Prior to founding UTS, which was acquired by Itron
in March 1996,  Mr. White held numerous  engineering  and  marketing  management
positions with Westinghouse Electric Corporation,  Meter Division, for 13 years.

Graham M. Wilson (age 53) has been a director of the Company since 1990.
     Mr.  Wilson's  term as a  director  expires  in 2000.  Mr.  Wilson has been
employed by Westcoast Energy Inc., a major Canadian  natural  resource  company,
since 1988,  where he is currently  Executive Vice President and Chief Financial
Officer. From 1983 to 1988, he was Vice President, Finance and Administration of
Petro-Canada  Inc.  Mr.  Wilson also serves as a director of Union Gas  Limited,
Pacific  Northern Gas Ltd. and Centra Gas,  Inc., all of which are affiliates of
Westcoast Energy, Inc.

Compensation of Directors

     Nonemployee  directors  receive an annual $8,000  retainer which is payable
quarterly.  In  addition,  nonemployee  directors  receive  $800 for each  Board
meeting  attended  ($900  for the  Chairman  of the  Board)  and  $800  for each
Committee  meeting attended ($900 for each of those Committee  meetings at which
they serve as  chairperson).  Under the  Company's  1992 Stock  Option  Plan for
Nonemployee  Directors,  nonemployee  directors  receive  stock option grants to
purchase  10,000  shares  of the  Company's  Common  Stock  upon  their  initial
appointment or election as a director and option grants to purchase 2,000 shares
of the Company's  Common Stock annually  thereafter.  The exercise price of such
options is the fair market value of the Common Stock on the date of grant.  Such
options are fully vested and immediately exercisable on the date of grant.

Information on Committees of the Board of Directors and Meetings

     The Company's Board of Directors has established an Audit/Finance Committee
and a Compensation Committee.

     The  Audit/Finance  Committee reviews the Company's  accounting  practices,
internal  accounting  controls and financial results and oversees the engagement
of the Company's independent auditors.  The Audit/Finance  Committee consists of
Jon E.  Eliassen,  Graham M. Wilson and Ted C. DeMerritt and held eight meetings
during 1997.

     The Compensation  Committee is responsible for setting  compensation levels
for the Company's executive  officers,  overseeing the administration of various
incentive  compensation  and benefit plans and performing  such other  functions
regarding  compensation as the Board may delegate.  The  Compensation  Committee
consists  of Paul A.  Redmond,  Michael  B.  Bracy  and  Mary  Ann  Peters.  The
Compensation Committee held seven meetings in 1997.

     During 1997 there were seven Board meetings.  All Board members attended at
least 75% of the  meetings of the Board and each  committee of which they were a
member.





                                     ITEM 2

                          APPROVAL OF AMENDMENT OF THE
                    ITRON, INC. EMPLOYEE STOCK PURCHASE PLAN


     The Company's  1996 Employee  Stock  Purchase Plan (the "Plan")  provides a
means for  eligible  employees of the Company and its  subsidiaries  to purchase
shares of Itron Common Stock under favorable  terms through payroll  deductions.
Approximately  890  employees  are  eligible  for  participation  in  the  Plan,
including  each of the executive  officers named in the  compensation  table and
eight other  executive  officers.  Nonemployee  directors of the Company are not
eligible  to  participate  in the Plan.  The Plan,  which  was  approved  by the
Shareholders on April 30, 1996, has an aggregate of 80,000 shares of Itron stock
authorized  to be available for  issuance.  On February 10, 1998,  the Company's
Board of Directors unanimously adopted an amendment to the Plan that, subject to
shareholder  approval,  would  authorize  an  additional  100,000  shares  to be
available  for  future  issuance  under the Plan.  As of the date of this  Proxy
Statement,  approximately  16,000 shares remained  available for future issuance
under the Plan.

     The Board  believes that the  allocation  of additional  shares to the Plan
will promote the interests of the Company and its  shareholders by assisting the
Company in attracting,  retaining, and stimulating the performance of employees,
and by aligning  employees'  interests  through their purchases of the Company's
Common Stock with the interests of shareholders.

     A copy of the Plan is attached to this Proxy Statement as Appendix A and is
incorporated  herein by  reference.  The  following  description  of the Plan as
proposed  to be  amended  is a summary  and does not  purport  to be a  complete
description. See Appendix A for more detailed information.

     Eligible employees under the Plan are those who have completed three months
of service,  work more than 20 hours each week,  and are employed more than five
months in any calendar year.  Employees who own 5% or more of Itron Common Stock
are not eligible to  participate in the Plan.  Eligible  employees may authorize
payroll deductions  between 1% and 10% of their regular cash compensation.  Such
deductions are applied toward the  discounted  purchase of the Company's  Common
Stock,  subject to a maximum fair market value  purchase  amount in any calendar
year of $25,000.

     Separate six-month offering periods ("Offerings") commence on January 1 and
July 1 of each year. Each Offering  period consists of two consecutive  purchase
periods  ("Purchase  Periods")  commencing  on  January  1,  April 1, July 1 and
October 1. On the last  business  day of each  Purchase  Period  (the  "Purchase
Date"),  the employee is deemed to have  exercised the right to purchase as many
shares as his or her  accumulated  payroll  deductions  allow,  at the  purchase
price.  The purchase  price is 85% of the lesser of (a) the fair market value of
the stock on the first  business  day of the  Offering,  or (b) the fair  market
value of the stock on the Purchase Date.

         An  aggregate  of  180,000  shares of Itron  stock are  authorized  for
issuance  under  the Plan,  subject  to  adjustment  from time to time for stock
dividends and certain other changes in  capitalization  as provided in the Plan.
An employee's  right to acquire  Itron stock under the Plan is not  transferable
and may not be exercised after termination of employment.






     The Company  intends that the Plan qualifiy as an "employee  stock purchase
plan" under  Section 423 of the  Internal  Revenue  Code.  Section 423 allows an
employer  to grant  options to its  employees  to  purchase  company  stock at a
stipulated price without having the employees realize taxable income at the time
the option is  granted or when  exercised.  The basis of the stock  received  on
exercise of an option under this Plan is the exercise  price paid for the stock.
The required  holding period for favorable tax treatment upon disposition of the
Itron Common Stock  acquired  under the Plan is the later of two years after the
grant date or one year  after the  purchase  date.  When the stock is sold after
this holding period,  the employee will realize ordinary income up to the amount
of any discount (up to a maximum of 15%) from the fair market value of the Itron
Common  Stock as of the grant date.  Any further  gain is taxed at capital  gain
rates. If the stock is sold before the holding period expires, the employee will
realize  ordinary  income to the  extent  of the  difference  between  the price
actually  paid for the  stock  and the  fair  market  value of the  stock at the
purchase  date,  regardless of the price at which the stock is sold. If the sale
price is less than the fair market value of the stock at the purchase date, then
the employee will have a capital loss equal to such difference.

     The Company may not take a deduction  for the  difference  between the fair
market  value of the  stock  and the  purchase  price  paid for the stock by the
employee unless the employee  disposes of the stock before the statutory holding
period expires.

     The Compensation Committee of the Board of Directors is authorized to serve
as the  Administrator  of the Plan.  Subject to the terms and  conditions of the
Plan, the  Administrator  may set different  Offering and Purchase  Periods and,
subject to the maximum allowable  discount described above, a different purchase
price for an Offering period. The closing price of a share of Itron Common Stock
on February 27, 1998, was $21.125, as reported by the Nasdaq National Market.

     The Board of Directors  recommends that  shareholders  vote FOR approval of
the amendment of the Company's Employee Stock Purchase Plan.


                                     ITEM 3
                            RATIFICATION OF AUDITORS

     Shareholders  are asked to ratify the selection of Deloitte & Touche LLP as
independent  auditors  for the Company for the fiscal year ending  December  31,
1998. Unless instructed  otherwise,  it is the intention of the persons named in
the accompanying  Proxy to vote shares  represented by properly executed Proxies
for  ratification  of the  selection  of  Deloitte & Touche  LLP as  independent
auditors.

     Deloitte & Touche LLP  audited the books and records of the Company for the
fiscal years ended  December 31, 1995,  1996 and 1997.  It is  anticipated  that
representatives  of Deloitte & Touche LLP will be present at the Annual Meeting.
Such representatives  will have the opportunity to make a statement,  if they so
desire,  and are expected to be available  to respond to  appropriate  questions
from shareholders.

     The Board of Directors recommends a vote FOR the ratification of Deloitte &
Touche LLP as independent auditors.


                                 OTHER BUSINESS

     The Board of  Directors  does not intend to  present  any  business  at the
Annual  Meeting  other  than as set forth in the  accompanying  Notice of Annual
Meeting of Shareholders  and has no present  knowledge that any others intend to
present business at the meeting.  If, however,  other matters requiring the vote
of the  shareholders  properly come before the Annual Meeting or any adjournment
or postponement  thereof,  the persons named in the  accompanying  form of proxy
will have discretionary authority to vote the proxies held by them in accordance
with their judgment as to such matters.





                             EXECUTIVE COMPENSATION


Compensation Summary

     The  following  table sets forth  certain  information  as to Itron's Chief
Executive Officer and each of the four other most highly  compensated  executive
officers who were executive officers at December 31, 1997, for services rendered
in all  capacities  for the Company  during the fiscal years ended  December 31,
1997, 1996 and 1995.

Summary Compensation Table
Annual Long-Term Compensation Compensation ----------------------------------------- --------------- Securities Underlying All Other Name and Principal Position Year Salary Bonus (1) Options Compensation(2) - --------------------------- ---- ------ ------ ------- ------------ Johnny M. Humphreys 1997 $378,706 $196,409 70,000 $24,339 President and Chief Executive 1996 363,142 - - 14,958 Officer 1995 306,633 140,190 - 12,556 Carl Robert Aron (3) 1997 315,588 173,674 30,000 13,051 Executive Vice President and 1996 299,986 - 70,000 56,778 Chief Strategist 1995 27,500 163,379 60,000 David G. Remington (4) 1997 262,990 124,572 40,000 11,000 Vice President and 1996 208,654 6,200 45,000 8,708 Chief Financial Officer 1995 - - - - Richard G. Geiger 1997 210,392 91,657 12,000 35,333 Senior Vice President and 1996 200,000 - 22,000 21,181 General Manager, Technical 1995 188,468 72,128 12,000 6,803 Management Michael J. O'Callaghan 1997 210,392 101,657 12,000 12,000 Senior Vice President and 1996 206,494 - 17,500 9,206 General Manager, Global 1995 176,597 66,730 10,000 6,307 Handheld & Mobile Systems - -----------
(1) Includes amounts paid under the Company's Executive Compensation Plan, certain incentive bonuses, and a signing bonus for Mr. Aron paid in 1995. (2) For the year ended December 31, 1997, consists of matching contributions to a 401(k) savings plan ($4,750 for Messrs. Humphreys, Aron, Remington, Geiger and O'Callaghan) and matching contributions to a deferred compensation plan ($13,250, $7,500, $6,250, $5,250, and $5,250 for each of Messrs. Humphreys, Aron, Remington, Geiger and O'Callaghan, respectively). Also includes $6,339 of reimbursed medical and other expenses for Mr. Humphreys, $801 for reimbursed medical and other expenses for Mr. Aron, a non-recurring $25,333 for bonus based on royalties paid pursuant to a development partnership for Mr. Geiger, and $2,000 for reimbursed medical and other expenses for Mr. O'Callaghan. (3) Mr. Aron joined the Company in November 1995. (4) Mr. Remington joined the Company in February 1996. Option Grants The following table sets forth certain information regarding options granted during the year ended December 31, 1997 to the Company's executive officers for whom compensation is reported in this Proxy Statement. Option Grants in 1997
Individual Grants ------------------------------------------------------------- ------------------------- Percent of Potential Realizable Number of Total Options Exercise Value at Assumed Annual Options Granted to Price Expiration Rates of Stock Price Name Granted (1) Employees in ($/Share) Date (1) Appreciation (2) Fiscal Year (2) for Option Term (2) ------------- ---------------- -------------- ------------- --------------------------- ------------- ------------- 5% 10% ------------- ------------- Johnny M. Humphreys 35,000 4.15% $22.38 2/03/07 $492,503 $1,248,100 35,000 4.15% 21.06 4/29/07 463,613 1,174,887 Carl Robert Aron 30,000 3.56% 21.06 4/29/07 397,383 1,007,046 David G. Remington 20,000 2.37% 22.38 2/03/07 281,430 713,200 20,000 2.37% 21.06 4/29/07 264,922 671,364 Richard G. Geiger 12,000 1.42% 21.06 4/29/07 158,953 402,818 Michael J. O'Callaghan 12,000 1.42% 21.06 4/29/07 158,953 402,818
(1) The options vest on a four-year schedule, with the options becoming fully exercisable on February 3, 2001 and April 29, 2001, respectively provided the holder remains employed by the Company. The exercise price of the options is the fair market value of the Company's stock on the date of grant. (2) Future value of current year grants assuming appreciation of 5% and 10% per year over the ten-year option period. The actual value realized may be greater than or less than the potential realizable values set forth on the table. Option Exercises and Year-End Values The following table sets forth certain information regarding options exercised during the year ended December 31, 1997, and held as of December 31, 1997 by each of the Company's executive officers for whom compensation is reported in this Proxy Statement. AGGREGATED OPTION EXERCISES AND 1997 FISCAL YEAR-END OPTION VALUES
Value of Unexercised Total Number of Unexercised in-the-Money Options Options at Fiscal Year-End at Fiscal Year-End(1) ------------------------------ --------------------------------- Shares Acquired Value Name on Exercise (#) Realized $ Exercisable Unexercisable Exercisable Unexercisable ---- ----------------- ------------ ------------- ----------------- ---------------- --------------- Johnny M. Humphreys - - - 70,000 - - Carl Robert Aron - - 47,499 112,501 $ 4,375 $13,125 David G. Remington - - 15,000 70,000 3,750 7,500 Richard G. Geiger 8,750 $184,188 61,500 27,500 330,563 3,875 Michael J. O'Callaghan - - 45,207 24,293 180,802 3,073
(1) Calculated based on a price of $18.00 per share (the closing price of the Company's Common Stock on December 31, 1997 as reported by the Nasdaq National Market), less the exercise price. Compensation Committee Report on Executive Compensation The Compensation Committee of the Company's Board of Directors (the "Committee") annually reviews and recommends to the full Board compensation levels for executive officers of the Company. The Committee is comprised of Board members who are not employees of the Company. The Committee's primary objective in establishing compensation opportunities for the Company's executive officers is to support the Company's goal of maximizing the value of shareholders' interests in the Company. To achieve this objective, the Committee believes it is critical to: o Pay competitively to attract, retain and motivate a highly competent executive team; o Provide incentive opportunities that link corporate performance and executive pay and pay executives competitive levels of incentive compensation when corporate financial performance expectations are achieved; and o Align executives' financial interests with the creation of shareholder value by providing long-term incentives in the form of options to acquire Common Stock. The Committee makes recommendations to the Board of Directors pertaining to the Company's executive compensation plans which promote the objectives detailed above. The Committee periodically engages outside consultants to determine approximate compensation levels among executives in comparable jobs in comparable high-tech companies. The Committee believes that the Company's current compensation plans support the Company's business mission and contribute to the Company's financial success. Section 162(m) of the Internal Revenue Code limits the tax deduction available to public companies for compensation paid to individual executive officers to $1 million in any taxable year, unless certain performance, disclosure and shareholder approval requirements are met. When consistent with its compensation philosophy, the Committee intends to structure its compensation programs so that compensation expense is deductible by the Company for tax purposes. Base Salary The Committee annually reviews each executive officer's base salary. The factors that the Committee considers in making recommendations regarding base salary include: levels of pay among executives in similar jobs within similar high-tech companies, level of responsibility, prior experience, breadth of knowledge and job performance. Base salaries are targeted at the 50-75th percentile of the market. The market is defined as similar high-tech companies, nationwide, the annual revenues of which are approximately $250 million and which have similar executive level jobs. These companies are not necessarily the same as the companies included in the Nasdaq Computer Manufacturers Stock Index used in the performance graph. In general, in 1997, base salaries for the executive officers are near the 75th percentile of the market. With respect to the Chief Executive Officer's compensation in 1997, the Committee determined that a $378,000 base salary for Mr. Humphreys was appropriate and consistent with the Company's overall salary plan. The Committee believes that it is important that Mr. Humphreys' base salary be competitive with those of other chief executive officers with similar responsibilities and broad leadership experience in the market defined above because the Committee recognizes and highly values Mr. Humphreys' visionary leadership, breadth of knowledge, and business and utility experience, all of which have contributed significantly to the success of the Company. Due to an emphasis on cost containment in 1997, all executive officers deferred any increase in base salary until certain year end performance targets were met. Those targets were met, and each executive officer was paid a lump sum payment for their salary deferral along with earned bonus amounts. The lump sum salary deferral has been included in the summary compensation table as "base salary." In 1998, the Committee plans to return to the customary practice of providing annual reviews of each executive officer's base salary with the increase being effective at the beginning of the calendar year. Executive Incentive Compensation Plan ("EIC Plan") The EIC plan provides the opportunity for executive officers to earn both annual and long-term incentives in addition to their base salaries. The Committee believes that having as much or more than 50% of an executive officer's total compensation at risk fosters achievement of the Company's short-term and long-term financial performance goals. Annual Incentives: The Compensation Committee each year establishes annual financial goals which relate to one or more indicators of corporate financial performance and targets amounts as a specified percentage of the executive officer's salary. For 1997, such percentages ranged from 35% to 50% of base salary. Incentive awards are paid to participating executives under the EIC Plan only when the established financial goals are achieved. Depending on the extent to which corporate goals are achieved, an executive officer may be entitled to receive from zero up to 150% of such targeted award. For 1997, the annual incentive award opportunity was contingent upon attaining an established level of revenues and net profit after tax. These goals were achieved at approximately the 100% level in 1997. Payouts relating to annual incentives under the EIC Plan are made in cash. Annual incentive payments are reflected in the Summary Compensation Table under the column entitled "Bonus". Long-Term Incentives: Long-term incentives consist of stock options. The number of stock options granted is determined by the recipient's position and amount of options currently held, and is intended to recognize different levels of responsibility. The Compensation Committee granted Johnny Humphreys options to purchase a total of 70,000 shares of Common Stock in 1997. These are the first option grants Mr. Humphreys has received from the Company. Previously Mr. Humphreys had the option to purchase stock through a Stock Purchase Agreement which has since expired. All options are granted with an option exercise price equal to the fair market value of the Company's Common Stock on the date of grant. This closely links a significant portion of executive compensation to benefits produced for all shareholders. Members of the Compensation Committee Paul A. Redmond Michael B. Bracy Mary Ann Peters Performance Graph The following graph compares the cumulative total return to shareholders on the Company's Common Stock with the cumulative total return of the Nasdaq U.S. Stock Market and the Nasdaq Computer Manufacturers Stocks for the period beginning November 5, 1993, the first day of trading as a public company and ending December 31, 1997, the end of the Company's latest fiscal year. Comparison of Cumulative Total Return Among Itron, Inc., Nasdaq Computer Manufacturers Stocks and Nasdaq US Stock Market (For the period November 5, 1993 to December 31, 1997)
5-Nov-89 31-Dec-93 31-Dec-94 30-Dec-95 29-Dec-96 31-Dec-97 Itron, Inc. $100 $133 $150 $250 $130 $133 Nasdaq Computer Manufacturers Stock $100 $108 $119 $187 $251 $304 Nasdaq U.S. Stock Market $100 $105 $102 $144 $178 $218
The above presentation assumes $100 invested on November 5, 1993, in Itron Common Stock, Nasdaq Computer Manufacturers Stock and Nasdaq U.S. Market Stock, with all dividends reinvested. Stock prices shown above for the Common Stock are historical and not necessarily indicative of future price performance. Section 16 (a) Beneficial Ownership Compliance Reporting Section 16(a) of the Exchange Act requires the Company's officers and directors, and persons who own more than 10% of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the "Commission"). Officers, directors and greater than 10% shareholders are required by Commission regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by the Company, or written representations from certain reporting persons, the Company believes that during the 1997 fiscal year all filing requirements applicable to its officers, directors and beneficial owners of greater than 10% were complied with by such persons. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth as of February 28, 1998 certain information with respect to the beneficial ownership of the Company's Common Stock by (i) each director of the Company, (ii) each of the Company's executive officers for whom compensation is reported in this Proxy Statement, (iii) all directors and executive officers of the Company as a group, and (iv) each person known by the Company to own beneficially more than 5% of the Common Stock. Except as otherwise noted, the Company believes that the beneficial owners of the Common Stock listed below, based on information furnished by such owners, have sole voting and investment power with respect to such shares.
Shares Beneficially Owned Name Number Percent - ----------------------------------------------------------- ----------------------- ---------------------- Directors and Executive Officers: Johnny M. Humphreys (1) 199,293 1.36% Carl Robert Aron (2) 47,761 * David G. Remington (3) 24,209 * Richard G. Geiger (4) 62,981 * Michael J. O'Callaghan (5) 46,296 * Paul A. Redmond (6) 22,000 * Jon E. Eliassen (7) 16,000 * Michael B. Bracy (8) 17,000 * Graham M. Wilson (9) 17,000 * Ted C. DeMerritt (10) 16,150 * Mary Ann Peters (11) 14,000 * All directors and executive officers as a group 1,398,878 9.56% (19 persons) (6) (7) (8) (9) (10) (11) (12) Greater than 5% Shareholders: Kopp Investment Advisors, Inc. (13) 3,030,384 20.70% 6600 France Ave. South, Suite 672 Edina, MN 55435 Franklin Resources Inc. (14) 1,800,423 11.90% 777 Mariners Island Blvd. San Mateo, CA 94404 Houston Industries (15) 1,502,547 10.27% P.O. Box 2628 Houston, TX 77252 - ------------------ * Less than 1%.
1. Includes 8,750 shares issuable upon exercise of outstanding options that are exercisable by Mr. Humphreys within 60 days at a weighted average exercise price of $22.38 per share. Also includes 2,814 shares of common stock held for Mr. Humphreys' individual account under the Company's 401(k) employee savings plan. Also includes 300 shares held by Mr. Humphreys as custodian under UGMA for his granddaughter and 300 shares held by Mr. Humphreys as custodian under UGMA for his grandson. 2. Includes 47,499 shares issuable upon exercise of outstanding options that are exercisable by Mr. Aron within 60 days at a weighted average exercise price of $24.26 per share. Also includes 262 shares of Common Stock held for Mr. Aron's individual account under the Company's 401(k) employee savings plan. 3. Includes 20,000 shares issuable upon exercise of outstanding options that are exercisable by Mr. Remington within 60 days at a weighted average exercise price of $18.91 per share. Also includes 209 shares of Common Stock held for Mr. Remington's individual account under the Company's 401(k) employee savings plan. 4. Includes 61,500 shares issuable upon exercise of outstanding options that are exercisable by Mr. Geiger within 60 days at a weighted average exercise price of $12.63 per share. Also includes 1,481 shares of Common Stock held for Mr. Geiger's individual account under the Company's 401(k) employee savings plan. 5. Includes 45,207 shares issuable upon exercise of outstanding options that are exercisable by Mr. O'Callaghan within 60 days at a weighted average exercise price of $14.00 per share. Also includes 1,089 shares of common stock held for Mr. O'Callaghan's individual account under the Company's 401(k) employee savings plan. 6. Includes 19,500 shares issuable to Mr. Redmond upon exercise of outstanding options at a weighted average exercise price of $23.51 per share. Excludes 291,788 shares held by Avista Corporation, a subsidiary of WWP, as to which Mr. Redmond disclaims beneficial ownership. Mr. Redmond is a director of WWP. 7. Includes 16,000 shares issuable to Mr. Eliassen upon exercise of outstanding options at a weighted average exercise price of $27.36 per share. Excludes 291,788 shares held by Avista Corporation, a subsidiary of WWP, as to which Mr. Eliassen disclaims beneficial ownership. 8. Includes 17,000 shares issuable to Mr. Bracy upon exercise of outstanding options at a weighted average exercise price of $26.54 per share. 9. Includes 17,000 shares issuable to Mr. Wilson upon exercise of outstanding options at a weighted average exercise price of $26.54 per share. Excludes 608,340 shares held by Centra, as to which Mr. Wilson disclaims beneficial ownership. Mr. Wilson is a director of Centra Gas Inc. 10. Includes 16,000 shares issuable to Mr. DeMerritt upon exercise of outstanding options at a weighted average exercise price of $27.27 per share. 11. Includes 14,000 shares issuable to Ms. Peters upon exercise of outstanding options at a weighted average exercise price of $28.73 per share. 12. Includes 389,575 shares issuable upon exercise of outstanding options that are held by executive officers and are exercisable within 60 days. Also includes 14,969 shares of Common Stock held for such officers' individual accounts under the Company's 401(k) employee savings plan and 62 shares held for such officers' individual accounts under the Company's employee stock ownership plan. 13. Information is based on a Schedule 13G dated February 9, 1998 filed by Kopp Investment Advisors, Inc. and LeRoy Kopp with the Securities and Exchange Commission. Such filing indicates that Kopp Investment Advisors, Inc. has shared investment discretion over 2,770,384 of these shares, has sole investment discretion over 140,000 of these shares, and has sole voting power over 359,000 of these shares. In addition, such filing indicates that Mr. Kopp has sole investment and voting power over 120,000 of these shares. 14. Information is based on a Schedule 13G dated January 30, 1998, as amended February 4, 1998, filed by Franklin Resources, Inc., Franklin Advisers, Inc., Charles B. Johnson and Rupert H. Johnson, Jr. with the Securities and Exchange Commission. Includes 495,733 shares of Common Stock that are issuable upon the conversion of $11,750,000 of the Company's Convertible Subordinated Debentures. 15. Information is based on a Schedule 13D dated October 15,1997 filed by Houston Industries Incorporated, NorAm Energy Corp., and Arkla Finance Corporation with the Securities and Exchange Commission. Such filing indicates that these three entities share investment and voting power as to these shares. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Change of Control Agreements The Company has entered into Change of Control Agreements with some of its executive officers to provide compensation and benefits in the event of a change of control of the Company. Pursuant to such agreements, executive officers agree to remain employed by the Company on an annual basis and are compensated by an annual salary and bonus as determined by the Compensation Committee of the Board of Directors. In the event the employment relationship is terminated by the Company for other than cause or by the executive officer for good reason within the one year period following a change of control, the executive officer will receive any salary or bonus due to such executive officer, group insurance benefits for one-year after termination and severance pay equal to the annual base salary for the fiscal year in which the termination occurs. The executive officers will also receive such payments if their employment continues for the full one-year period following a change of control. Employment Agreements Johnny M. Humphreys, President and Chief Executive Officer of the Company, is party to an Employment Agreement with the Company dated February 9, 1987. The only remaining operative provision of the Employment Agreement, which may be terminated by either party at any time, is if termination is by the Company, it is obligated to pay Mr. Humphreys' base salary and benefits for a six-month period. Carl Robert Aron, who joined the Company as Executive Vice President and Chief Operating Officer in November 1995, is party to an Employment Agreement with the Company. The Agreement provided for an initial base salary of $275,000, which was subsequently increased. In addition, a signing bonus of $150,000 was approved in November 1995 and paid to Mr. Aron in January 1996. The Agreement also provided for annual incentive bonus payments ranging from 50% to 75% of base salary depending on the Company's performance, and for an option grant of 100,000 shares of the Company's Common Stock at the fair market value of the Company's Common Stock on the date of grant. These options become vested ratably over a four-year period. The Agreement contains certain vesting acceleration clauses for termination, death, disability and changes in control. The Agreement was amended on December 17, 1997, and a further amendment is currently being finalized, As it is expected to be amended, the Employment Agreement will provide that Mr. Aron will serve as the Company's Executive Vice President and Chief Strategist at an annual salary of $315,000. The amended Employment Agreement will terminate on February 28, 1999, unless extended on a month-to-month basis thereafter through written agreement of the parties. Upon the termination of the Employment Agreement in accordance with its terms, or upon the earlier termination of Mr. Aron's employment for any reason, Mr. Aron will be entitled to receive a termination payment of $750,000 and certain bonus payments, and vesting of all outstanding options held by Mr. Aron will accelerate by 15 months. David G. Remington, who joined the Company as Vice President and Chief Financial Officer in February 1996, is party to an Employment Agreement with the Company. The Agreement provides for an initial base salary of $250,000 which may be increased annually by the Chief Executive Officer, subject to the approval of the Compensation Committee. The Agreement also provides for annual incentive bonus payments. The Agreement may be terminated by either party under certain conditions. If termination is by the Company for other than cause the Company is required to pay Mr. Remington an amount equal to his then current annual base salary. The Agreement also provided for an option grant of 45,000 shares of the Company's Common Stock at the fair market value of the Company's Common Stock on the date of the grant. These options become vested ratably over a three-year period. The Agreement contains certain vesting acceleration clauses for termination, death or disability. Other Related Party Agreements In July 1995, the Company purchased its principal office and manufacturing facilities in Spokane, Washington, from Pentzer Development Corporation. Pentzer Development Corporation is a subsidiary of Pentzer Corporation, a significant shareholder of the Company and a subsidiary of WWP. Cash paid at closing was $2.4 million. The Company has a long-term note payable to Pentzer for $5.6 million related to the purchase. The principal balance of the note bears interest at a rate of 7.5% through July 1998 and 9% thereafter. Monthly payments of interest only are due through August 1998 with payments of principal and interest due from September 1998 to maturity in August 2015. In May 1996, the Company purchased an additional facility from Pentzer Development Corporation for its manufacturing and engineering operations. Of the total purchase price, $210,000 was paid at closing with the remaining $840,000 due under a note payable. The note payable bears interest-only payments at 7.5% through June 1, 1999 and then principal and interest payments at 8.5% through maturity on June 1, 2019. ANNUAL REPORT AND FINANCIAL STATEMENTS A copy of the Company's Annual Report to Shareholders for the year 1997, including financial statements, accompanies this Proxy Statement. ADDITIONAL INFORMATION Shareholder Proposals Shareholder proposals intended for inclusion in the proxy materials for the Company's 1999 Annual Meeting of Shareholders must be received by the Company no later than December 1, 1998. Such proposals should be directed to the Corporate Secretary, Itron, Inc., 2818 North Sullivan Road, P.O. Box 15288, Spokane, Washington 99215-5288. Proxy Solicitation Costs The Company has retained Corporate Investor Communications, Inc., 111 Commerce Road, Carlstadt, New Jersey, to aid in the solicitation of Proxies. It is estimated that the cost of these services will be approximately $4,500 plus expenses. The cost of soliciting Proxies will be borne by the Company. Proxies will be solicited by personal interview, mail and telephone. In addition, the Company may reimburse brokerage firms and other persons representing beneficial owners of shares of Common Stock for their expenses in forwarding solicitation materials to such beneficial owners. Proxies may also be solicited by certain of the Company's directors, officers and regular employees, without additional compensation, personally or by telephone. --------------------------- A copy of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, as filed with the Commission, will be furnished without charge to beneficial shareholders or shareholders of record on February 27, 1998, upon request to Investor Relations at the Company's principal executive offices. Appendix A ITRON, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN SECTION 1. PURPOSE The purposes of the Itron, Inc. 1996 Employee Stock Purchase Plan (the "Plan") are to (a) assist employees of Itron, Inc., a Washington corporation (the "Company"), and its parent and subsidiary corporations in acquiring a stock ownership interest in the Company pursuant to a plan that is intended to qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"), and (b) help employees provide for their future security and to encourage them to remain in the employment of the Company and its subsidiary corporations. SECTION 2. DEFINITIONS For purposes of the Plan, the following terms shall be defined as set forth below. "Board" means the Board of Directors of the Company. "Change Notice Date" has the meaning set forth in Section 9.2. "Code" means the Internal Revenue Code of 1986, as amended. "Company" means Itron, Inc., a Washington corporation. "Designated Corporation" has the meaning set forth under the definition of "Eligible Employee" in this Section 2. "Eligible Compensation" means all regular cash compensation, including overtime, cash bonuses and commissions. Regular cash compensation does not include severance pay, hiring and relocation bonuses, pay in lieu of vacations, sick leave or any other special payments. "Eligible Employee" means any employee of the Company (or any Parent Corporation or Subsidiary Corporation designated by the Plan Administrator (a "Designated Corporation")) who is in the employ of the Company (or any such Designated Corporation) on one or more Offering Dates and who meets the following criteria: (a) the employee does not, immediately after the Option is granted, own stock (as defined by Code Sections 423(b)(3) and 424(d)) possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or of a Parent Corporation or Subsidiary Corporation of the Company; (b) the employee's customary employment is not 20 hours or fewer per week; (c) the employee's customary employment is for more than five months in any calendar year; and (d) the employee has been employed for at least three months. If the Company permits any employee of a Designated Corporation to participate in the Plan, then all employees of that Designated Corporation who meet the requirements of this paragraph shall also be considered Eligible Employees. "ESPP Broker" has the meaning set forth in Section 10. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Offering" has the meaning set forth in Section 5.1. "Offering Date" means the first day of an Offering. "Offering Period" has the meaning set forth in Section 5.1. "Option" means an option granted under the Plan to an Eligible Employee to purchase shares of Stock. "Parent Corporation" means any corporation, other than the Company, in an unbroken chain of corporations ending with the Company if, at the time of the granting of the Option, each of the corporations, other than the Company, owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. "Participant" means any Eligible Employee who has elected to participate in an Offering in accordance with the procedures set forth in Section 6.1 and who has not withdrawn from the Offering or whose participation in the Offering is not terminated. "Plan" means the Itron, Inc. 1996 Employee Stock Purchase Plan. "Plan Administrator" means any committee of the Board designated to administer the Plan under Section 3.1. "Purchase Date" means the last day of each Purchase Period. "Purchase Period" has the meaning set forth in Section 5.2. "Purchase Price" has the meaning set forth in Section 8. "Stock" means the Common Stock, no par value, of the Company. "Subscription Date" means the last regular business day prior to an Offering Date. "Subsidiary Corporation" means any corporation, other than the Company, in an unbroken chain of corporations beginning with the Company if, at the time of the granting of the Option, each of the corporations, other than the last corporation in the unbroken chain, owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. SECTION 3. ADMINISTRATION 3.1 Plan Administrator The Plan shall be administered by the Compensation Committee of the Board, except to the extent that the Board appoints another committee or committees (which term includes subcommittees) consisting of one or more members of the Board to administer the Plan. Committee members shall serve for such terms as the Board may determine, subject to removal by the Board at any time. The administration of the Plan with respect to officers and directors of the Company who are subject to Section 16 of the Exchange Act with respect to securities of the Company shall comply with the requirements of Rule 16b-3 under Section 16(b) of the Exchange Act as then in effect. 3.2 Administration and Interpretation by the Plan Administrator Subject to the provisions of the Plan, the Plan Administrator shall have exclusive authority, in its discretion, to determine all matters relating to Options granted under the Plan, including all terms, conditions, restrictions and limitations of Options; provided, however, that all Participants granted Options pursuant to the Plan shall have the same rights and privileges within the meaning of Code Section 423(b)(5). The Plan Administrator shall also have exclusive authority to interpret the Plan and may from time to time adopt, and change, rules and regulations of general application for the Plan's administration. The Plan Administrator's interpretation of the Plan and its rules and regulations, and all actions taken and determinations made by the Plan Administrator pursuant to the Plan, shall be conclusive and binding on all parties involved or affected. The Plan Administrator may delegate administrative duties to such of the Company's officers or employees as it so determines. SECTION 4. STOCK SUBJECT TO PLAN Subject to adjustment from time to time as provided in Section 21, a maximum of 180,000 shares of Stock shall be available for issuance under the Plan. Shares issued under the Plan shall be drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company. Any shares of Stock that have been made subject to an Option that cease to be subject to the Option (other than by reason of exercise of the Option), including, without limitation, in connection with the cancellation or termination of the Option shall again be available for issuance in connection with future grants of Options under the Plan. SECTION 5. OFFERING DATES 5.1 Offering Periods Except as otherwise set forth below, the Plan shall be implemented by a series of Offerings (each, an "Offering"). Offerings shall commence on January 1 and July 1 of each year and end on the next June 30 and December 31, respectively, occurring thereafter. Notwithstanding the foregoing, the Plan Administrator may establish (a) a different term for one or more Offerings and (b) different commencing and ending dates for such Offerings; provided, however, that an Offering Period (the "Offering Period") may not exceed five years; and provided further that if the Purchase Price may be less than 85% of the fair market value of the Stock on the Purchase Date, the Offering Period may not exceed 27 months. An employee who becomes eligible to participate in the Plan after an Offering Period has commenced shall not be eligible to participate in such Offering but may participate in any subsequent Offering, provided that such employee is still an Eligible Employee as of the commencement of any such subsequent Offering. Eligible Employees may not participate in more than one Offering at a time. In the event the first or the last day of an Offering Period is not a regular business day, then the first day of the Offering Period shall be deemed to be the next regular business day and the last day of the Offering Period shall be deemed to be the last preceding regular business day. 5.2 Purchase Periods Each Offering Period shall consist of two consecutive Purchase Periods (each, a "Purchase Period"). The last day of each Purchase Period shall be the Purchase Date for such Purchase Period. Purchase Periods commencing on January 1, April 1, July 1 and October 1 shall end on the next March 31, June 30, September 30 and December 31, respectively. Notwithstanding the foregoing, the Plan Administrator may establish (a) a different term for one or more Purchase Periods and (b) different commencing dates and Purchase Dates for any such Purchase Period. In the event the first or last day of a Purchase Period is not a regular business day, then the first day of the Purchase Period shall be deemed to be the next regular business day and the last day of the Purchase Period shall be deemed to be the last preceding regular business day. SECTION 6. PARTICIPATION IN THE PLAN 6.1 Initial Participation An Eligible Employee shall become a Participant on the first Offering Date after satisfying the eligibility requirements and delivering to the Company's payroll office not later than the last business day before such Offering Date (the "Subscription Date") a subscription agreement indicating the Eligible Employee's election to participate in the Plan and authorizing payroll deductions. An Eligible Employee who does not deliver a subscription agreement to the Company's payroll office on or before the Subscription Date shall not participate in the Plan for that Offering Period or for any subsequent Offering Period, unless such Eligible Employee subsequently enrolls in the Plan by filing a subscription agreement with the Company by the Subscription Date for such subsequent Offering Period. The Plan Administrator may, from time to time, change the Subscription Date as deemed advisable by the Plan Administrator in its sole discretion for the proper administration of the Plan. 6.2 Continued Participation A Participant shall automatically participate in the next Offering Period until such time as such Participant withdraws from the Plan pursuant to Section 11.2 or terminates employment as provided in Section 13. If a Participant withdraws from an Offering pursuant to Section 11.1, the Participant is not required to file any additional subscription agreements for the next subsequent Offering in order to continue participation in the Plan. If a Participant is automatically withdrawn from an Offering at the end of a Purchase Period pursuant to Section 12, then the Participant shall automatically participate in the Offering Period commencing on the next regular business day. SECTION 7. LIMITATIONS ON RIGHT TO PURCHASE SHARES 7.1 $25,000 Limitation No Participant shall be entitled to purchase Stock under the Plan (or any other employee stock purchase plan that is intended to meet the requirements of Code Section 423 sponsored by the Company, a Parent Corporation or a Subsidiary Corporation) at a rate that exceeds $25,000 in fair market value, determined as of the Offering Date for each Offering Period (or such other limit as may be imposed by the Code), for each calendar year in which a Participant participates in the Plan (or any other employee stock purchase plan described in this Section 7.1). 7.2 Pro Rata Allocation In the event the number of shares of Stock that might be purchased by all Participants in the Plan exceeds the number of shares of Stock available in the Plan, the Plan Administrator shall make a pro rata allocation of the remaining shares of Stock in as uniform a manner as shall be practicable and as the Plan Administrator shall determine to be equitable. Fractional shares may be issued under the Plan only to the extent permitted by the Board or the Plan Administrator. SECTION 8. PURCHASE PRICE The purchase price (the "Purchase Price") at which Stock may be acquired in an Offering pursuant to the exercise of all or any portion of an Option granted under the Plan shall be 85% of the lesser of (a) the fair market value of the Stock on the Offering Date of such Offering and (b) the fair market value of the Stock on the Purchase Date. Notwithstanding the foregoing, the Plan Administrator may establish a different Purchase Price for any Offering, which shall not be less than the Purchase Price set forth in the preceding sentence. The fair market value of the Stock on the Offering Date or on the Purchase Date shall be the closing price of the Stock as reported by the Nasdaq National Market (or any national stock exchange (an "exchange") on which the Stock is at the time listed or admitted to trading) for a single trading day. If no sales of the Stock were made on the Nasdaq National Market (or an exchange) on the transaction date, fair market value shall mean the closing price of a share of the Stock as reported for the next preceding day on which sales of the Stock were made on the Nasdaq National Market (or an exchange). SECTION 9. PAYMENT OF PURCHASE PRICE 9.1 General Rules Stock that is acquired pursuant to the exercise of all or any portion of an Option may be paid for only by means of payroll deductions from the Participant's Eligible Compensation. Except as set forth in this Section 9, the amount of compensation to be withheld from a Participant's Eligible Compensation during each pay period shall be determined by the Participant's subscription agreement. 9.2 Change Notices During an Offering Period, a Participant may elect to decrease the amount withheld from his or her compensation by filing an amended subscription agreement with the Company's payroll office on or before the seventh day prior to the end of the pay period for which such election is to be effective (the "Change Notice Date"); provided, however, that the Plan Administrator may change such Change Notice Date from time to time. 9.3 Percent Withheld The amount of payroll withholding with respect to the Plan for any Participant during any pay period shall be at least 1% of the Participant's Eligible Compensation for such pay period, but shall not exceed 10% of the Participant's Eligible Compensation for such pay period. Amounts shall be withheld in only whole percentages. 9.4 Payroll Deductions Payroll deductions shall commence on the first payday following the Offering Date and shall continue to the end of the Offering Period unless sooner altered or terminated as provided in the Plan. 9.5 Memorandum Accounts Individual accounts shall be maintained for each Participant for memorandum purposes only. All payroll deductions from a Participant's compensation shall be credited to such account, but shall be deposited with the general funds of the Company. All payroll deductions received or held by the Company may be used by the Company for any corporate purpose. 9.6 No Interest Interest shall not be paid on sums withheld from a Participant's compensation. 9.7 Acquisition of Stock On each Purchase Date of an Offering Period, each Participant shall automatically acquire, pursuant to the exercise of the Participant's Option, the number of whole shares of Stock arrived at by dividing the total amount of the Participant's accumulated payroll deductions for the Purchase Period by the Purchase Price; provided, however, that in no event shall the number of shares of Stock purchased by the Participant exceed the number of shares of Stock subject to the Participant's Option. Fractional shares may be issued under the Plan only to the extent permitted by the Board or the Plan Administrator. 9.8 Refund of Excess Amounts Any cash balance remaining in the Participant's account shall be refunded to the Participant as soon as practical after the Purchase Date. In the event the cash to be returned to a Participant pursuant to the preceding sentence is in an amount less than the amount necessary to purchase a whole share of Stock, and the Board or the Plan Administrator has determined that fractional shares may not be issued, the Plan Administrator may establish procedures whereby such cash is maintained in the Participant's account and applied to the purchase of Stock in the subsequent Purchase Period or Offering Period. 9.9 Withholding Obligations At the time the Option is exercised, in whole or in part, or at the time some or all of the Stock is disposed of, the Participant shall make adequate provision for federal and state withholding obligations of the Company, if any, that arise upon exercise of the Option or upon disposition of the Stock. The Company may, but shall not be obligated to, withhold from the Participant's compensation the amount necessary to meet such withholding obligations. 9.10 Termination of Participation No Stock shall be purchased on behalf of a Participant on a Purchase Date whose participation in the Offering or the Plan has terminated on or before such Purchase Date. 9.11 Procedural Matters The Plan Administrator may, from time to time, establish (a) limitations on the frequency and/or number of changes in the amount withheld during an Offering, (b) an exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, (c) payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company's processing of properly completed withholding elections, and (d) such other limitations or procedures as deemed advisable by the Plan Administrator in the Plan Administrator's sole discretion that are consistent with the Plan and in accordance with the requirements of Code Section 423. 9.12 Leaves of Absence During leaves of absence approved by the Company and meeting the requirements of Treasury Regulations Section 1.421-7(h)(2), a Participant may continue participation in the Plan by delivering cash payments to the Company's payroll office on the Participant's normal paydays equal to the amount of his or her payroll deduction under the Plan had the Participant not taken a leave of absence. SECTION 10. EVIDENCE OF STOCK OWNERSHIP Promptly following each Purchase Date, the number of shares of Stock purchased by each Participant shall be deposited into an account established in the Participant's name at a stock brokerage or other financial services firm designated or approved by the Plan Administrator (the "ESPP Broker"). A Participant shall be free to undertake a disposition of the shares of Stock in his or her account at any time, but, in the absence of such a disposition, the shares of Stock must remain in the Participant's account at the ESPP Broker until the holding period set forth in Code Section 423(a) has been satisfied. With respect to shares of Stock for which the Code Section 423(a) holding periods have been satisfied, the Participant may move those shares of Stock to another brokerage account of the Participant's choosing or request that a stock certificate be issued and delivered to him or her. A Participant who is not subject to payment of U.S. income taxes may move his or her shares of Stock to another brokerage account of his or her choosing or request that a stock certificate be delivered to him or her at any time, without regard to the Code Section 423(a) holding period. SECTION 11. VOLUNTARY WITHDRAWAL 11.1 Withdrawal From an Offering A Participant may withdraw from an Offering by signing and delivering to the Company's payroll office a written notice of withdrawal on a form provided by the Plan Administrator for such purpose. Such withdrawal may be elected at any time prior to the end of an Offering Period; provided, however, that if a Participant withdraws after the Purchase Date for a Purchase Period of an Offering, the withdrawal shall not affect Stock acquired by the Participant in the earlier Purchase Periods. Unless otherwise indicated, withdrawal from an Offering shall not result in a withdrawal from the Plan or any succeeding Offering therein. A Participant is prohibited from again participating in the same Offering at any time upon withdrawal from such Offering. The Company may, from time to time, impose a requirement that the notice of withdrawal be on file with the Company's payroll office for a reasonable period prior to the effectiveness of the Participant's withdrawal. 11.2 Withdrawal From the Plan A Participant may withdraw from the Plan by signing a written notice of withdrawal on a form provided by the Plan Administrator for such purpose and delivering such notice to the Company's payroll office. In the event a Participant voluntarily elects to withdraw from the Plan, the withdrawing Participant may not resume participation in the Plan during the same Offering Period, but may participate in any subsequent Offering under the Plan by again satisfying the definition of Participant. The Company may, from time to time impose a requirement that the notice of withdrawal be on file with the Company's payroll office for a reasonable period prior to the effectiveness of the Participant's withdrawal. 11.3 Return of Payroll Deductions Upon withdrawal from an Offering pursuant to Section 11.1 or from the Plan pursuant to Section 11.2, the withdrawing Participant's accumulated payroll deductions that have not been applied to the purchase of Stock shall be returned as soon as practical after the withdrawal, without the payment of any interest, to the Participant, and the Participant's interest in the Offering shall terminate. Such accumulated payroll deductions may not be applied to any other Offering under the Plan. SECTION 12. AUTOMATIC WITHDRAWAL FROM AN OFFERING If the fair market value of the Stock on a Purchase Date of an Offering (other than the final Purchase Date of such Offering) is less than the fair market value of the shares on the Offering Date for such Offering and the Plan Administrator has established that the Purchase Price for the Offering may be the lesser of the fair market value (or a percentage thereof) of the Stock on the Offering Date and the fair market value of the Stock on the Purchase Date, then every Participant shall automatically (a) be withdrawn from such Offering at the close of such Purchase Date and (b) after the acquisition of Stock for such Purchase Period, be enrolled in the Offering commencing on the first business day subsequent to such Purchase Period. SECTION 13. TERMINATION OF EMPLOYMENT Termination of a Participant's employment with the Company for any reason, including retirement, death or the failure of a Participant to remain an Eligible Employee, shall immediately terminate the Participant's participation in the Plan. In such event, the payroll deductions credited to the Participant's account since the last Purchase Date shall, as soon as practical, be returned to the Participant or, in the case of a Participant's death, to the Participant's legal representative, and all the Participant's rights under the Plan shall terminate. Interest shall not be paid on sums returned to a Participant pursuant to this Section 13. SECTION 14. RESTRICTIONS UPON ASSIGNMENT An Option granted under the Plan shall not be transferable otherwise than by will or the laws of descent and distribution, and is exercisable during the Participant's lifetime only by the Participant. The Plan Administrator will not recognize, and shall be under no duty to recognize, any assignment or purported assignment by a Participant, other than by will or the laws of descent and distribution, of the Participant's interest in the Plan, of his or her Option or of any rights under his or her Option. SECTION 15. EXCHANGE ACT HOLDING PERIOD Disposition of the shares of Stock obtained upon exercise of the Option within six months of the Purchase Date by persons required to file Forms 3, 4 and 5 pursuant to Section 16 of the Exchange Act could result in short-swing liability under Section 16(b) of the Exchange Act. SECTION 16. NO RIGHTS OF SHAREHOLDER UNTIL CERTIFICATE ISSUED With respect to shares of Stock subject to an Option, a Participant shall not be deemed to be a shareholder of the Company, and he or she shall not have any of the rights or privileges of a shareholder. A Participant shall have the rights and privileges of a shareholder of the Company when, but not until, the shares have been issued following exercise of the Participant's Option. SECTION 17. AMENDMENT OF THE PLAN The Board may amend the Plan in such respects as it shall deem advisable; provided, however, that to the extent required for compliance with Rule 16b-3 under the Exchange Act, Code Section 423 or any applicable law or regulation, shareholder approval will be required for any amendment that will (a) increase the total number of shares as to which Options may be granted under the Plan, (b) materially modify the class of persons eligible to receive Options, (c) materially increase the benefits accruing to Participants under the Plan, (d) decrease the Purchase Price below a price computed in the manner stated in Section 8, or (e) otherwise require shareholder approval under any applicable law or regulation. SECTION 18. TERMINATION OF THE PLAN The Company's shareholders or the Board may suspend or terminate the Plan at any time. Unless the Plan shall theretofore have been terminated by the Company's shareholders or the Board, the Plan shall terminate on, and no Options shall be made after April 30, 2006, except that such termination shall have no effect on Options made prior thereto. No Options shall be granted during any period of suspension of the Plan. SECTION 19. NO RIGHTS AS AN EMPLOYEE Nothing in the Plan shall be construed to give any person (including any Eligible Employee or Participant) the right to remain in the employ of the Company or a Parent Corporation or Subsidiary Corporation or to affect the right of the Company and the Parent Corporations and Subsidiary Corporations to terminate the employment of any person (including any Eligible Employee or Participant) at any time with or without cause. SECTION 20. EFFECT UPON OTHER PLANS The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company or any Parent Corporation or Subsidiary Corporation. Nothing in the Plan shall be construed to limit the right of the Company, any Parent Corporation or any Subsidiary Corporation to (a) establish any other forms of incentives or compensation for employees of the Company, any Parent Corporation or any Subsidiary Corporation or (b) grant or assume options otherwise than under the Plan in connection with any proper corporate purpose, including, but not by way of limitation, the grant or assumption of options in connection with the acquisition, by purchase, lease merger, consolidation or otherwise, of the business, stock or assets of any corporation, firm or association. SECTION 21. ADJUSTMENTS 21.1 Adjustment of Shares In the event that, at any time or from time to time, a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to shareholders other than a normal cash dividend, or other change in the Company's corporate or capital structure results in (a) the outstanding shares, or any securities exchanged therefor or received in their place, being exchanged for a different number or class of securities of the Company or of any other corporation or (b) new, different or additional securities of the Company or of any other corporation being received by the holders of shares of Stock, then the Plan Administrator, in its sole discretion, shall make such equitable adjustments as it shall deem appropriate in the circumstances in the maximum number of shares of Stock subject to the Plan as set forth in Section 4. The determination by the Plan Administrator as to the terms of any of the foregoing adjustments shall be conclusive and binding. 21.2 Limitations The grant of Options will in no way affect the Company's right to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. SECTION 22. GENERAL 22.1 Registration; Certificates for Shares The Company shall be under no obligation to any Participant to register for offering or resale under the Securities Act of 1933, as amended, or register or qualify under state securities laws, any shares of Stock. The Company may issue certificates for shares with such legends and subject to such restrictions on transfer and stop-transfer instructions as counsel for the Company deems necessary or desirable for compliance by the Company with federal and state securities laws. 22.2 Compliance With Rule 16b-3 It is the Company's intention that, so long as any of the Company's equity securities are registered pursuant to Section 12(b) or 12(g) of the Exchange Act, the Plan shall comply in all respects with Rule 16b-3 under the Exchange Act, and if any Plan provision is later found not to be in compliance with such Rule, the provision shall be deemed null and void, and in all events the Plan shall be construed in favor of its meeting the requirements of Rule 16b-3. SECTION 23. EFFECTIVE DATE The Plan's effective date is the date on which it is approved by the Company's shareholders.