UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
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December
15, 2008
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Date
of Report (Date of Earliest Event
Reported)
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ITRON,
INC.
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(Exact
Name of Registrant as Specified in its
Charter)
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Washington
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000-22418
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91-1011792
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification
No.)
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2111
N. Molter Road, Liberty Lake, WA 99019
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(Address
of Principal Executive Offices, Zip
Code)
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(509)
924-9900
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(Registrant’s
Telephone Number, Including Area
Code)
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(Former
Name or Former Address, if Changed Since Last
Report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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[ ]
Written communications pursuant to Rule 425 under Securities Act (17 CFR
230.425)
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[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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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.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
Number
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Description
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10.1
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Employee
Agreement between Actaris Management Services S.A. and Marcel
Regnier.
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10.2
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First
Amendment to Change in Control Agreement between Itron, Inc. and Marcel
Regnier.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
ITRON,
INC.
Dated: December
17,
2008
By: /s/ Steven M. Helmbrecht
Steven M. Helmbrecht
Sr. Vice President and Chief Financial
Officer
EXHIBIT
INDEX
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Exhibit
Number
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Description
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10.1
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Employee
agreement between Actaris Management Services S.A. and Marcel
Regnier.
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10.2
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First
Amendment to Change in Control Agreement between Itron, Inc. and Marcel
Regnier.
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Exhibit
10.1
EMPLOYMENT
AGREEMENT
BETWEEN
Actaris Management Services
S.A., whose main office is located in Belgium, 480 Avenue Louise, B-1050
Brussels, registered in the commercial registry of Brussels as number
652504.
Named
below “the Employer”;
And
represented by Mr. M. Gowers, in his position as “Actaris Chief Financial
Officer”;
AND
Mr. M. Regnier, residing at
Queens Park, Apartment B.8.3, 32 Avenue des Nénuphars box 18, 1160
Auderghem
Named
below “the Employee”;
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WHEREAS
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The
Employer is part of an international group.
The
Employee has the French nationality.
The
Employee has been recruited by the Employer to be temporarily employed in
Belgium whilst he was residing and working in France.
The
Employee will maintain, during his employment in Belgium, the centre of his
economic interests in France. As a consequence, the parties will seek the
application of the Administrative Circular of 8 August 1983 which provides for a
special tax regime for (top) executives who are temporarily employed in Belgium.
The parties negotiated the present contract on the basis of this special
regime.
This
contract sets out the terms and conditions of the Employee’s
employment.
THE
FOLLOWING IS AGREED TO:
Article
1
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1.
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The
employee is hired by the Employer in the position of “Actaris Chief Operating Officer
& Itron Senior Vice
President”
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2.
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The
Employee will carry out his duties in Brussels (B-1050), at 480 Avenue
Louise or at such other place as Employer shall direct with the consent of
Employee, such consent not to be unreasonably
withheld.
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The
Employee acknowledges and accepts that the workplace is not, for him, an
essential item of this employment agreement, considering that the performance of
the duties and responsibilities associated with his functions requires great
mobility. Furthermore, the Employee agrees to conduct abroad short and long term
duties regularly.
The
Employee expressly acknowledges that the mobility required constitutes an
essential element of this employment agreement.
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3.
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The
Employee acknowledges and agrees that the Employer’s right to provide the
Employee’s experience and his qualifications at the disposal of the other
companies of the group constitutes an essential condition of this
employment agreement.
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Article
2
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1.
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The
employment agreement has been signed for in indeterminate period, from:
August 1, 2008.
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2.
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It
is agreed that there is no trial
period.
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3.
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In
the event that this agreement is ended by the Company for a reason other
then gross misconduct, both parties agree that the notice period, or
payment in lieu of, will be limited to the minimum periods determined by
Belgian employment law and with a maximum of one
year.
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Article
3
The
Employee acknowledges and agrees that he is occupying a position as executive
and that, considering his position, it is expected of him that he work the
necessary time in order to carry out his work performance to the best, which
assumes, at least that he performs a minimum of 38 hours of work per
week.
Considering
his duty as an executive, it is normal however that the satisfactory performance
of his duties and responsibilities requires that the Employee carry out
additional and/or supplementary services for the minimal period of work referred
to above.
The
Employee acknowledges and agrees that his annual pay, as defined in this
agreement, constitutes sufficient compensation for these additional and/or
supplementary services. Therefore, no proportional additional pay or any
supplementary payment or compensatory time off will be due for these additional
and/or supplementary services.
Article
4
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1.
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The
annual pay of the Employee is established at a gross amount of € 300,000,
- to be diminished by legal and conventional withholding and will be paid
in 12 payments. This pay includes all of the obligatory legal and
conventional allowances, in particular the thirteenth month and the
holiday bonus payment.
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The
amount of € 300,000 includes the payment of some expenses incurred by the
employee because of his starting work in Belgium, which are considered by the
tax department and by the social security department as the employer’s expenses
and not as pay. These expenses include a cost of living allowance, a tax
equalization allowance (“tax equalization”) and an allowance compensating for
the differential of housing costs between his country of origin and his housing
costs in Belgium. The amount of these allowances, deductible in order to
determine the employee’s taxable income and the base for calculating the social
security contributions, will be established by formulas established by the
Belgian tax department (application of the “technical note”). If the employee
should not meet the necessary conditions to benefit from the special status of
foreign executive or if he stopped meeting them during his employment in
Belgium, the employer will not in any case be required to assure him a net
income equivalent to what he would have received (or was receiving) if this
special status were applicable.
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2.
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The
employee belongs to the “Management Incentive Plan” of Itron, Inc. On the
basis of this regulation he benefits from a bonus with a target bonus of
75% (as may be adjusted from time to time by Itron within its sole
discretion) of his gross annual pay according to whether or not he meets
the objectives set forth at the beginning of the year and in accordance
with the terms and conditions of the Plan. The bonus may be paid in cash
or in any other form, at the employer’s
discretion.
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3.
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He
will receive an annual housing allowance of 23.700 EUR
gross.
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4.
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Any
premium or bonus, whatever the description, that the Employer may grant to
the Employee beyond the payment referred to in Article 4.1 of this
agreement is revocable, whatever the amount or frequency of the payment.
The Employee may not in any case consider the payment of these amounts as
a right he is entitled to. Any decision by the Employer
concerning such a premium or bonus will be solely valid for the period
determined by the Employer and will only paid for that period, in
accordance with the conditions specified by the
Employer.
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5.
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The
Employee expressly declares that he agrees that the payment of his income,
decreased by legal and conventional withholding, will be done by a bank
account.
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Article
5
The
employee will benefit from use of a company vehicle at the company’s expense.
The employee will be authorized to use this vehicle for his private needs,
within the limits established by the applicable regulations and uses in effect
in Actaris Management Services SA. The employee will support the income tax
which will be due on the benefit in kind resulting from the private use of the
company vehicle, calculated according to legal rules.
Article
6
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1.
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The
employee will benefit from the Group Insurance providing for extra-legal
coverage for risks on pension matters that the Employer has provided for
his personnel, subject to the terms and conditions of such Group
Insurance.
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2.
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The
employee may also benefit from the Employer’s existing “Collective
Hospitalization
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Insurance”,
subject to the terms and conditions of such Collective Hospitalization
Insurance.
Article
7
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1.
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The
Employee has the right to 20 days of legal annual vacation (plus 4
additional vacation days) as well as vacation payments in accordance with
legal and/or regulatory provisions applicable to the Employee, insofar as
he meets the conditions specified by Belgian legislation relative to
annual vacations.
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2.
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The
dates of the annual vacation are established in agreement with the
employer, considering applicable legal and regulatory provisions with the
Employer and having considered the Employer’s operational and/or
organizational needs.
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Article
8
The
Employee agrees to devote all of his working time as well as all his efforts
exclusively to the interests of the Employer and during this employment
agreement not to accept any other employment or to conduct any other
professional activity outside of that conducted for the Employer, without the
prior written agreement of the Employer, whether or not it is similar to his
services for the Employer and whether or not it is conducted at the same time as
his services for the Employer.
Article
9
The
Employee acknowledges that he had no knowledge before he started work for the
Employer of confidential or secret information relative to the Employer’s
business activities and/or any other firm with which the Employer maintains
business relations.
The
Employee acknowledges that confidential or secret information relative to the
Employer’s business activities and/or any other company with which the Employer
is commercially associated is strictly confidential and of a secret nature and
that it takes on for the Employer a valuable, special and unique meaning,
conferring a great value to him.
Without
prejudice to the prohibition on revealing manufacturing or business secrets,
specified by Article 17.3 of the law of July 3, 1978 and by article 309 of the
Criminal Code, the Employee agrees to keep secret and not to use or let to be
used, make public, communicate or disclose, directly or indirectly, totally or
partially, at any time, both during his working relations, and after its ending,
whatever the reason for the breakup, no matter what the circumstances, the
purpose or the reason, all of the manufacturing or business secrets or any other
secret information, whatever their importance, that he knew of during his work
for the Employer, such as information relative to activities, suppliers,
customers, the organization and to the Employer’s personnel, and more
particularly lists of customers, price lists and other conditions of sale and
work methods.
On the
day of the cancellation of his employment agreement, whatever the reason may
be,
as well
as at any time and at first request by the Employer during the work
relationship, the Employee will immediately hand in all originals, copies and/or
summaries of documents, reports, files, data processing programs, diskettes,
notes, lists, writing paper, correspondence, samples and any other similar
information and/or information medium, having directly or
indirectly connection with the Employer or his businesses, whether he
received them from the Employer, or if he prepared them himself, as
well as any other subject that he may have received for the conduct of his
work.
The
documents and items referred to above are and will always remain the exclusive
property of the Employer. Furthermore, the Employee agrees not to take or keep
copies of any of the preceding and to confirm to the Employer, at the end of his
employment contract, that no copy has been taken or kept.
Any
violation of the above obligations, however small it may be, during his
employment, constitutes a serious reason justifying an immediate cancellation of
this agreement, without notice or compensation, or compensatory payment with
notice.
Any
action taken by the Employer toward the Employee in the context of this
provision does not prejudice possible criminal prosecution against the Employee
or any third party.
Article
10
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1.
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Without
prejudice to the general methods of termination of obligations, the
parties may not end this employment agreement except by observing the
provisions specified in the law of July 3, 1978 relative to employment
agreements.
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2. Each
of the parties may end this agreement without notice or without compensatory
payment with notice, for serious
reason, without prejudice to the right of claiming compensation
depending on the case.
The
Employee acknowledges that any breach of his obligations, such as described in
this agreement, or that any serious breach or any negligence in the conduct of
his duties may be considered as a serious reason justifying the cancellation of
this agreement without notice or compensatory payment with
notice.
Article
11
The
Employee undertakes, for a period of 12 months as from the termination of this
agreement, not to recruit, directly or indirectly, as an individual or through a
company, persons which have been employed by the Employer during the six months
preceding the termination of this agreement.
The
Employee also undertakes not to facilitate the recruitment by third parties of
employees referred to in the previous paragraph, directly or indirectly, for the
same period as that referred above.
In case
of a breach of the present clause, the Employer will have the right to claim
damages to compensate the effectively suffered prejudice.
The
Employee explicitly recognizes that the level of remuneration paid during the
exercise of the present employment contract is sufficiently high as
consideration for the obligation taken on under this article.
Article
12
12.1
Parties
explicitly agree that the Employer exclusively acquires any and all intellectual
and industrial property rights (including but not limited to patents,
copyrights, the right to drawings and models, trademarks and similar rights)
with respect to any and all drawings, models, texts, documentation, graphical
presentations, software, creations, inventions improvements, services,
modifications, discoveries, and developments or other results which result
directly or indirectly:
1) either
from a task the Employer entrusted the Employee with,
2) either
from the Employee’s activities linked to the performance of his
functions,
3) either
from activities that take place under the supervision of the
Employer,
4) either
from the Employee’s activities performed through Employer’s means or from
Employer’s projects,
whether
these activities are performed during or after normal working hours and within
or outside the Employer’s premises. The Employee acknowledges that with respect
to these activities, which can lead to intellectual and industrial property
rights, he is remunerated by the salary paid by the Employer in furtherance of
this agreement.
The
transfer of all these rights, amongst other the copyrights, is exclusive and
irrevocable. It encompasses any and all ways and means of exploitation of such
rights, for the entire term of protection thereof and covering the entire
world.
12.2
It is the
Employer’s sole discretion to decide if, when and in which form(s) the results
of the works shall be exploited. Even the non-exploited works shall remain the
Employer’s exclusive ownership.
The
Employer is allowed to not mention the Employee’s name or to alter the works to
the extent required for its exploitation, notwithstanding the Employee’s right
to protest to each alteration, modification or other change to his works as well
as to any other change to his works that might damage his reputation and
honor.
12.3
The
Employee undertakes to assist the Employer in all required ways in order to
obtain the intellectual or industrial property protection, including by signing
the appropriate documents and by his participation to the procedures necessary
to obtain the respective right or protection.
Article
13
The
Employee agrees that the Employer may process his personal data collected in
view of and during his employment for purposes of recruitment, vetting, staff
and salary administration, insurance, benefits in kind, assessment, training,
skills management, activity planning, internal auditing, HR-related surveys and
whenever required in the course of his employment at the Employer.
Whenever
required, the Employee accepts that the Employer share the Employee’s personal
data, in Belgium and abroad, with external service providers, public
administration services, payroll agency and social security authorities, banks
and insurance companies and, when relating to security incidents, with justice
and police services. Employee also acknowledges and agrees that all personal
data required to be disclosed pursuant to U.S. securities laws may be disclosed
as required.
The
Employee certifies that all personal data communicated to the Employer is
correct and up to date, and undertakes to inform the Employer in advance of any
changes. The Employer undertakes to process and protect the Employee’s personal
data in accordance with the Act of 8 December 1992 on privacy.
The
Employee is entitled to consult and correct his data by contacting the Human
Resources department. For any other questions relating to the
processing of his personal data, the Employee can contact Gerda
Clocheret.
Article
14
If a
provision of this agreement or a part of the provision were declared null or
contrary to an imperative regulation in effect, the remaining provisions will
not be automatically null and will consequently retain their
validity.
Article
15
This
employment agreement replaces all the accords, regulations and/or understandings
between the Employee and the Employer to the extent that the provisions of this
agreement are in contradiction with the content of these accords, regulations
and/or understandings.
Article
16
The
Employee also acknowledges having known of the information imposed by CCT no. 22
of June 26, 1975 concerning the reception and adaptation of workers in the
firm.
Article
17
The terms
and contents of this agreement shall be governed by and interpreted in
accordance with Belgian law.
The
Employee acknowledges having received an original copy of this employment
agreement, duly signed by all the parties.
Done in
two original copies in Brussels on July 28, 2008
(Read
and
approved)
(Read and approved)
The
Employer
The Employee
/s/ M.
Gowers
/s/ M.
Regnier
M.
Gowers
M. Regnier
Actaris Chief Financial Officer Actaris Chief
Operating Officer & Sr. Itron Vice President
Exhibit
10.2
First
Amendment to Change in Control Agreement
This
First Amendment to Change in Control Agreement (“First Amendment”) is made this
15 day of December, 2008 between Marcel Regnier (“Executive”) and Itron, Inc.
(“Company”). The parties hereby agree as follows:
Whereas,
Executive and Company entered into a Change in Control Agreement on April 15,
2008 (“Agreement”) which provides certain benefits to Executive if there is a
“Change in Control” as defined in the Agreement; and
Whereas,
Executive may also be entitled to certain termination benefits pursuant to the
laws of Belgium and/or France; and
Whereas,
the parties wish to confirm that there will be no duplication of termination or
sever-ance payments or benefits.
Now,
therefore, the parties agree as follows:
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1.
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Offset. If
there is a Change in Control as defined in the Agreement and Executive’s
employment is terminated such that Executive would be eligible for the
termination payments and benefits described in Section 6 of the Agreement,
any severance or termination payments and benefits received by Executive
pursuant to (i) Belgium or French law, or (ii) pursuant to any other
agreement Executive has with the Company or any direct or indirect
subsidiary of the Company, shall be offset against any benefits that may
be payable to the Executive pursuant to the
Agreement.
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2.
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Ratification. Except
as set forth in this First Amendment, all other terms and conditions of
the Agreement shall remain in full force and
effect.
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In
witness whereof, the parties have executed and entered into this First Amendment
as of the date set forth above.
By: _/s/ Marcel
Regnier_________________ By: _/s/ Mark Gowers__
___________
Marcel
Regnier Title: Actaris Chief Financial
Officer___