RIGHTS AGREEMENT Dated as of December 11, 2002 between ITRON, INC. and MELLON INVESTOR SERVICES LLC, as Rights AgentRights Agreement • December 16th, 2002 • Itron Inc /Wa/ • Radio & tv broadcasting & communications equipment • New York
Flip-In Provision: In the event a person or group becomes an Acquiring Person, the Rights will entitle each holder of a Right (other than an Acquiring Person (or any affiliate or associate of such Acquiring Person)) to purchase, for the Purchase Price, that number of Common Shares equivalent to the number of Common Shares which at the time of the transaction would have a market value of twice the Purchase Price. Any Rights that are at any time beneficially owned by an Acquiring Person (or any affiliate or associate of an Acquiring Person) will be null and void and nontransferable and any holder of any such Right (including any purported transferee or subsequent holder) will be unable to exercise or transfer any such Right.
