Travel Policy 95.2.c



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To: Itron Business Travelers

As an ongoing practice, Itron periodically reviews and updates its policies to ensure they are current with market conditions and our business practices.

Attached you will find an updated Travel and Entertainment Policy that I would like you to review. Changes in the policy reflect the most current practices in the travel industry, changes in our regulatory and financial reporting requirements and our company operations. This policy was not reviewed in a vacuum, or just with an eye toward saving money. In fact, we sought input from throughout the company (including those that have recently joined Itron), travelers, and travel industry experts.

Most of our policy remains unchanged; however, the changes that have been made in our policy are important. These changes reflect not only how we travel and report our expenses, but will drive the enforcement our policy. Accounting will be diligent in ensuring adherence to expense reporting guidelines. It is critical that we follow our policy and realize that we will be audited for compliance

Please take the time to read the attached policy and understand the changes from our prior policy. This will not only serve as a reminder about spending our travel dollars wisely, it may also save you time in getting your expenses reimbursed.

Thank you.

LeRoy D. Nosbaum

Chief Executive Officer

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Travel and

Entertainment Policy

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Introduction

|General Purpose |

|The purpose of the Itron Business Travel and Entertainment Policy is to ensure that all travel is executed in a safe, cost-effective, |

|controlled, and ethical manner. |

| |

|Additional Restrictions |

|Within these guidelines, the company and its organizations retain the right to further restrict or authorize travel and business expense |

|policy as required, including but not limited to: |

|• Establishment of monetary limits |

|• Entertainment privileges |

|• Additional levels of approval before expending money |

| |

|Exceptions |

|Exceptions to this policy may be made with the written approval of an Executive Team Member (Itron CEO or one of the CEO’s direct reports) |

|attached to an expense report. |

Employee Responsibilities

Employees should have travel approval from their immediate supervisor and understand the travel policy. They should use our approved travel agency (Global) and the corporate card (AMEX), dress appropriately, and submit expense reports in a timely manner.

Manager Responsibilities

Managers are responsible for authorizing travel by their employees and for exercising control over travel expenses to ensure policy compliance, cost savings and prevent abuse. Itron’s corporate card administrator in accounting will notify managers of 60-day past due employee balances on corporate card.

Administrative Responsibilities

Administrators are responsible for auditing expense reports to ensure policy compliance, cost savings and prevent abuse. Exceptions will be returned to individual and/or the manager for corrective action.

Accounts Payable Responsibilities

Itron’s Accounts Payable Department processes expense reports and payment arrangements. Accounts Payable will ensure that expense reports comply with IRS regulations.

Alternatives to Travel

Employees and managers should always consider voice teleconferencing or web meeting accesses as a viable alternative to travel.

Consequences

Compliance with these policies and procedures is required. Failure to follow policies, or falsifying information relating to expense reimbursement, may result in disciplinary action up to and including immediate termination. The company retains the right to review all employee expenses submitted for reimbursement. Any unacceptable expense found subsequent to employee reimbursement shall be returned to the company.

Steward

The steward for this functional policy is the Itron Corporate Business Operations Manager.

Approval

The CEO, CFO, and CIO approve the policies contained herein.

LeRoy Nosbaum Steve Helmbrecht Chuck McAtee

Chairman & CEO Chief Financial Officer Chief Information Officer

Table of Contents

General Introduction 1

1.0 Business Travel and Entertainment Policy 5

1.1 Purpose 5

1.2 Travel Department 5

1.3 Key Contacts 5

2.0 Making Travel Arrangements 6

2.1 Travel Authorization 6

2.2 Traveler Profile 6

2.3 Reservation Procedures 6

2.4 Ticketing Procedures 6

2.5 Travel Planning 7

2.6 Non-employee Business Travel 7

2.7 Personal Travel Arrangements 7

3.0 Business Travel Payment Methods 8

3.1 Corporate Card Program 8

3.2 Temporary Itron Cash Advances 8

3.3 Central Billing 8

4.0 Reporting and Reimbursement 9

4.1 Expense Reporting: General Guidelines 9

4.2 Reimbursement and Non-Reimbursable Items 10

5.0 Air Travel 11

5.1 Class of Service/Upgrades 11

5.2 Lowest Available Fare (LAF) 11

5.3 Air Travel Awards 12

5.4 Risk Management and Insurance 12

5.5 Airline Clubs 13

5.6 Reporting Airfare 13

5.7 International Travel 13

5.8 Dress Code 13

6.0 Hotels-Lodging 14

6.1 Hotel Selection 14

6.2 Room Type 14

6.3 Hotel Reservations 14

6.4 Hotel Services 15

6.5 Host Consideration in Lieu of Meals and Lodging 15

6.6 Lodging for Extended Stays 15

6.7 Reporting Lodging 15

7.0 Car Rentals 16

7.1 Preferred Car Rental Vendors 16

7.2 Authorized Car Rental Size 16

7.3 Risk Management and Insurance 16

7.4 Car Rental Accident Procedure 17

7.5 Car Rental Recommended Practices 18

7.6 Reporting Car Rentals 18

8.0 Other Transportation 19

8.1 Taxis/Limousines/Shuttles 19

8.2 Personal Auto Use/Mileage 19

8.3 Parking and Tolls 19

8.4 Rail Transportation 19

9.0 Meal and Entertainment Guidelines 20

9.1 Business Meals 20

9.2 Entertainment 21

9.3 Tipping Guidelines 22

10.0 Telephone Expenses 23

10.1 Business Telephone Use 23

10.2 Corporate Calling Card Program 23

10.3 Air Phone Use 23

10.4 Cellular Phone Use 23

10.5 Corporate Pager Use 24

10.6 Corporate VPN Use 24

Supplemental Information-Attachments 25

A. Corporate Card –American Express 25

B. Preferred Suppliers 27

Travel & Entertainment Policy

1.0 Introduction

1.1 Purpose

Itron's intent is to provide employees traveling on company business with reasonable levels of transportation, lodging, meals, and other services necessary to conduct Itron business

1.2 Travel Department

The Itron Travel Department is managed by the Corporate Business Operations Manager and reports to the Vice President of Business Operations & Technology. The designated travel agency’s office and staff are housed in the Travel Department at company headquarters in Spokane.

1.3 Key Contacts

Itron key contacts and designated travel agency’s staff by specific areas of responsibility related to Itron’s Travel Program:

|Itron Travel Department | | |

|2111 N. Molter Road | | |

|Liberty Lake, WA 99019 | | |

| | | |

|Tel: (509) 891-3514 | |(800) 545-1277 |

|These numbers provide coverage 24/7, 365 days a year. |

| | | |

|Fax: (509) 891-3598 | | |

|travel@ | | |

|Weekdays | | |

|8:00 a.m.-5:00 p.m. (PST) | | |

|Travel Consultant |Tawnja Landry |(509) 891-3514 |

|Travel Consultant |Launna Bishop |(509) 891-3514 |

|Travel Consultant |Lorri Kirstein |(509) 891-3514 |

|Itron Corporate Travel Manager |Kelly Beck |(509) 891-3215 |

|Kelly.beck@ |Cell Phone # |(509) 863.2733 |

Other Itron Personnel Responsibility

|Accounting Controller |Marni Pilcher |(509) 891-3847 |

|VP Competitive Resources |Jared Serff |(509) 891-3303 |

|Expense Reporting |Terri Whaley |(509) 891-3340 |

|Corporate Card Administration |Andrea Hagarty |(509) 891-3026 |

|Auto/Travel Insurance |Tony Klutz |(509) 891-3085 |

2.0 Making Travel Arrangements

2.1 Travel Authorization

The Travel Request Form (TR) approved by the responsible authorizer is required for:

1. All non-employee business travel charged to Itron

2. Redemption of frequent flyer awards used for company business

3. New and existing employee relocation reservations

The electronic version of the TR form is available from the Travel Department or via Itron Intranet Travel Website.

2.2 Traveler Profile

Employees traveling at least twice per year must complete a Traveler Profile form to ensure personal preferences are considered in the reservation process. Traveler Profile is available from the Itron Travel department or via access to the Itron Intranet Travel Website. Communicate any profile changes directly to the Travel Department.

2.3 Reservation Procedures

All requests for individual and group business travel (off-site meeting space, air, hotel, and ground transportation) for employees located in the US and Canada must be directed to the Itron Travel Department. This includes travel (for these employees) to international locations.

Transactions through sources other than Itron Corporate Travel are not reimbursable to the employee (International locations are exempt at this time).

All enroute itinerary changes must be made through the Travel Department. Calls to our number will be routed to an agent 24 hours a day, 365 days a year.

2.4 Ticketing Procedures

On-site Ticketing

Electronic tickets (E-Tickets or ticketless travel) provide a trip itinerary and passengers receipt and are the preferred method for Itron domestically. E-Tickets and Itineraries are communicated through email or fax from the travel department

Overnight Delivery

Overnight ticket delivery is available for emergency situations only and will be billed to the department.

Unused Tickets

Do not retain unused tickets! Voided or cancelled tickets will result in a debit and a credit on the employee’s Corporate Card statement as well as a cancellation or change fee. These tickets are returned and held in the travel department for potential credit towards an employee’s next travel or negotiated with preferred airline for credit.

2.5 Travel Planning

Billable Travel

Project travel billed to customers should be planned exercising the same prudent business judgement used for Itron paid travel.

Trips Home

During extended stay projects (2 or more weeks), Itron will pay for air travel home every two weeks from the project city, and every four weeks for international projects.

Passports and Visas

Passport and visa fees for international business travel are a reimbursable expense. Contact the Travel Department, the travel website, or local post office for application forms and guidelines.

2.6 Non-employee Business Travel

Applicant Recruiting and Relocation Travel

Please consult with Human Resources staffing when planning travel for applicants and employee relocation. Human Resources is responsible for documenting specific financial guidelines and forwarding the information to Accounting for reporting within IRS specifications and will coordinate travel arrangements with the Travel Department for applicants and relocating employees.

Contractors, Consultants and Customers

Employees of other companies traveling on behalf of Itron (i.e. contractors, consultants, and customers) must arrange their air, hotel and rental car travel through Itron’s Travel Department. A signed TR form is required from the hosting department manager.

Spouse and Companion Business Travel

Per IRS specifications, Itron will not reimburse T&E expenses incurred by a spouse or other companion accompanying an employee on business.

2.7 Personal Travel Arrangements

Personal travel combined with business travel must be arranged through the Itron Travel Department.

Incremental airfare cost due to approved personal travel will be charged to a personal credit card before documents can be released.

Personal vacation expenses are not reimbursable. Personal travel planning can utilize the Itron Intranet Travel Website/Leisure travel or contact Global Travel for assistance.

3.0 Business Travel Payment Methods

3.1 Corporate Card Program [pic]

Itron’s Corporate Card program, as described below, only applies to employees based in the United States and Canada.

Itron’s contracted Corporate Card is the preferred method of payment for all company business travel expenses. Where it is not accepted, travelers should use a personal credit card. Personal credit card fees are not reimbursable. Corporate Card Reward Membership fees are not reimbursable.

Corporate Cards are issued to all employees who take two or more trips or spend $500 or more in travel and entertainment per year, upon manager approval. To request a Corporate Card, contact Accounting or submit the appropriate Corporate Card Application to the Accounting Department in Spokane.

Billing Cycle and Payment Expectations

Employees must keep their Corporate Card account in a current status. Consequences of non-conformance may include a payroll deduction in compliance to state law, as well as possible termination. The corporate card program allows on-line billing reconciliation at anytime.

Lost or Stolen Corporate Cards

Report lost or stolen cards immediately by calling the toll free number provided by the Corporate Card company and notify Itron Accounting in Spokane.

Corporate Card Dispute Process

To dispute improper charges, contact the Corporate Card company using the toll free phone number provided. The disputed charges will be suspended from the monthly statement until they are resolved. Employees will be notified of the final outcome of the dispute directly through their monthly statement or by phone.

3.2 Temporary Itron Cash Advances

Cash Advance Criteria

Cash advance requests are exceptions only and must be approved by the traveler’s manager and the Controller.

3.3 Central Billing

Central billing is used for Itron business travelers who do not have a Corporate Card; new hires or non-employees contracted for company business. Airline, hotel and rental car charges are paid directly by Itron and charged back to the appropriate department cost center at the time of billing. Before charges are made to the corporate card billing, traveler’s manager (or designee) must approve them.

4.0 Reporting and Reimbursement [pic]

4.1 Expense Reporting: General Guidelines

The Itron Expense Report is used for reimbursement of travel and entertainment expenses incurred on behalf of Itron. The reason for the trip must be noted in the appropriate field on the expense report.

Submission Time Frames

Expense reports should be submitted to the authorizing manager for approval within 15 business days after a trip is completed. Expense reports that are improperly completed or missing necessary documentation may be returned to the employee.

Receipt Requirements

Itron prefers that an original receipt for all expenses be attached to the expense report. Expenses over $50.00 require that an original receipt (or credit card billing statement if original receipt is not available) be attached to the expense report.

Foreign Exchange

The expense report must be completed in US dollars. Convert any foreign exchange expenses at the appropriate conversion rate (an exchange report is available from the Accounting Department) and document the US dollar amount and exchange rate used on each receipt. Submit documentary evidence such as bank receipts.

4.2 Reimbursement

The Accounting Department will reimburse amounts via direct deposit within five business days of receiving the properly completed and approved expense report. If a check is requested, it will take up to 14 days. Any adjustments in the amount due an employee will be documented by the Accounting Department on an Expense Report Discrepancy Form.

Items Not Reimbursable

|• Parking tickets and traffic fines |

|• Personal auto towing and locksmith fees |

|• Personal items stolen from cars |

|• Auto supplies, repairs, oil change service and maintenance |

|(except for Itron leased vehicles) |

|Personal phone calls (other than one call home per day or emergency) |

|• Hotel housekeeping tips |

|• Airplane or rental car phone expenses |

|• Haircuts, shoe shines, personal hygiene |

|• Supplemental flight insurance |

|• Upgrades |

|• Competitor Samples |

|• Personal credit card fees |

|• Travel club (other than airline) membership reward dues |

|• Miscellaneous magazines, newspapers, novels, in-room movies, etc |

|• Voluntary companion travel expenses are not reimbursable |

|• Doctor bills, prescriptions, and other medical services covered by insurance |

|• Entrance fees to health clubs, sporting events, golfing, museums, amusement parks, concerts, |

|art galleries, etc. (Except in entertainment situations) |

|• Animal care, or personal housekeeping and security services |

5.0 Air Travel [pic]

5.1 Class of Service/Upgrades

Itron's standard for business travel is to book discounted coach, excursion fare airline tickets. If other types of fares are available at comparable prices, they may be booked with the approval of the travel manager.

The Travel Department will reserve upgrade requests if airline space is available; expense will be employee’s responsibility through mileage points.

5.2 Air Carrier Selection

The Travel Department will always identify and offer the Lowest Available Fare based on the criteria listed below:

4. Using our preferred contract carriers

5. No more than two-stop connecting flight

6. Flight must leave and arrive within a two-hour window; meaning two hours on either end of the preferred departure or arrival time.

7. Flight will not increase the travel duration more than two hours in each direction

8. Unrestricted fares vs. restricted fares

9. Meeting fare discount availability

10. Airfare difference of $300 between preferred and non-preferred carriers

11. Alternative airports

Use of connecting flights and alternate airports that provide material savings over non-stop flights and fares requiring a Saturday night stay are encouraged, not required. Itron will reimburse, within policy guidelines, all additional hotel, rental car and a meal expense incurred by an employee who chooses a restricted airfare that requires a Saturday night stay.

5.3 Air Travel Awards

Participation in frequent flyer programs will not influence flight selection and is not reimbursable.

Denied Boarding Compensation (DBC)

Voluntary denied boarding compensation should not interfere with Itron Business. These cash awards, free tickets or certificates are offered for voluntarily deplaning from oversold flights or when flights are canceled. DBC certificates are not reimbursable. Itron permits employees to keep DBC certificates but will not incur any expenses that may occur due to the chosen delay.

5.4 Risk Management and Insurance

Employees Traveling Together

For insurance and liability requirements, no more than three Key Executives* or more than 12 employees should travel on the same flight. The CEO and CFO should never be on the same flight together.

*Key Executive list approved by CEO, CFO, CIO and maintained by the

Travel Manager

Use of Private or Chartered Aircraft

Employee use of private aircraft for business is prohibited because of liability risk.

Business Travel Accident Insurance

Itron provides travelers with life insurance as part of the employee benefits package. The Corporate Card program provides additional Business Travel Accident Insurance for up to 30 days when using the Corporate Card. For trips longer than 30 days, insurance covers the return trip home, including airport transit. Additional flight insurance purchased for business travel or personal itineraries is not reimbursable.

Baggage Insurance

Baggage lost, delayed, or damaged by airlines is typically covered by some airline insurance. For lost luggage, the Corporate Card provides up to $1,250 primary carry-on baggage insurance and up to $500 secondary checked baggage insurance when tickets are purchased using the Corporate Card (there is no AMEX coverage for delayed luggage). Itron covers company property.

5.5 Airline Clubs

Itron will reimburse membership fees to airline clubs approved only by VP of the applicable organization.

5.6 Reporting Airfare

Business airfare is charged to the employee’s Corporate Card or the central billed corporate account for non-cardholders. Submit trip itinerary or e-ticket with the expense report. Document central billed items by circling the charge and add the expense in the "Summary of Charges to Company" box on the expense report.

Exchanges

Exchanges will cost Itron money to process. This is reimbursable to the employee. Submit this receipt with the expense report.

5.7 International Travel

Itron will not allow employees to travel where US State Department “travel warnings” are in effect (or relative warnings from country of origin). If there is a “travel advisory” to a specific location, an employee will be informed and allowed to choose whether or not to travel.

5.8 Dress Code

Travelers must comply with the dress code policy for Itron. Itron has a "business casual" dress policy. Slacks and "dress" jeans, as well as collared shirts/blouses, are intended to be the norm. When you travel on Itron business, it is imperative that you are representing Itron in a professional manner.

6.0 Hotels-Lodging

6.1 Hotel Selection [pic]

The Travel Department will always recommend the lowest available hotel room rate, balancing location, drive time, safety and availability of Itron preferred properties located at frequently traveled destinations.

When visiting customers, please ask if the customer has negotiated hotel rates available to Itron and advise the Itron Travel agency. International subsidiary and distributor offices are often able to assist in locating reasonable accommodations near their locations.

6.2 Room Type

Itron's room type guideline is single occupancy standard corporate rate rooms. At trade shows or group events with 25 or more Itron employees in attendance, double occupancy is suggested.

6.3 Hotel Reservations

Late Arrival Guarantees

It is Itron’s policy to guarantee hotel reservations for late arrival using the traveler’s Corporate Card. Travelers without a Corporate Card should provide a personal credit card for late arrival guarantee.

Early Check Out Fees

Some hotel properties may ask guests to verify their departure date at check-in. Guests who choose to depart before the verified date may be assessed an early departure fee, which will be billable to the department and reimbursed to the employee on the expense report.

Cancellations

Guaranteed hotel reservations may be canceled without penalty as long as the hotel is notified by the specific cancellation deadline noted on the travel itinerary. Contact the Travel Department before the cancellation deadline. After hours, contact the hotel directly or call either Itron travel phone number and you will be routed to an agent. Request a cancellation number and name of the individual who accepted the cancellation.

No-Show Charges

It is the traveler's responsibility to notify either the Travel Department or the hotel of the cancellation before the hotel's deadline. No-show charges are not reimbursable when the traveler has failed to properly cancel a hotel reservation and the hotel does not waive the no-show charge.

Immediately dispute the debited amount with the Corporate Card company using the 24-Hour Customer Service phone number.

Provide a copy of the statement and details of the no-show circumstances to the Travel Department. Include the name of the individual who accepted the cancellation and/or the cancellation number.

6.4 Hotel Services

Telecommunication

Business calls should be used with cellular or Corporate Calling Card.

Laundry

Reasonable laundry expenses up to $40 per trip/per person will be reimbursed when traveling out of town for more than three consecutive working days.

Exercise Facilities

Exercise facilities are generally free or negotiated into the price of the room. For instances where this is not the case, Itron employees are allowed to expense the hotel exercise facility charges. These expenses must be included on the hotel bill.

6.5 Host Consideration in Lieu of Meals and Lodging

Reasonable consideration to a host or hostess providing Itron employee’s meals and lodging where the employee would otherwise stay in a hotel is allowed. Typically, consideration to a host or hostess is a gift of an evening at a restaurant not to exceed $25 per recipient, per day, or a maximum of $100 per trip for IRS deductibility. (Refer to Section 4.0 for documentation instructions).

Original receipts must be included with the expense report.

6.6 Lodging for Extended Stays

For extended stays (two weeks or more), it may be economical to rent a furnished apartment rather than stay in a hotel. In such cases, Itron will pay reasonable rent, laundry, grocery, and twice-monthly housekeeping charges. The Itron Travel Department will assist in locating apartments and in negotiating rent.

6.7 Reporting Lodging

Lodging

The detailed original hotel receipt is required documentation for lodging expenses. Include the final receipt with the expense report. For tax purposes break out daily lodging (100% deductible) and meal costs (50% deductible) as required on the expense report. Document central billed items by circling the charge and add the expense in the "Summary of Charges to Company" box on the expense report.

7.0 Car Rentals [pic]

7.1 Preferred Car Rental Vendors

When renting cars, travelers should use Itron's contracted preferred vendor(s). If these companies are unavailable, the Travel Department will recommend the best available car rental alternative. The minimum renter age is 21. Renters under age 25 may be assessed an additional fee, which is reimbursable by Itron.

7.2 Authorized Car Rental Size

Itron's standard car rental size is mid-size, unless complimentary upgrades are available. Consult with the Itron Travel Department when special rentals (i.e. 4-wheel drive or large vans) are required, as they may not be covered by some insurance plans. Larger vehicles may be considered for transport of equipment or multiple passengers (i.e. four or more).

7.3 Risk Management and Insurance

Car Rental Insurance within the U.S. and Canada

Itron maintains liability insurance for employees within the United States and Canada.

Coverage for physical damage to the vehicle is provided Itron. Travelers should never purchase Collision Damage Waiver insurance (CDW, also known as LDW or PDW) or any liability coverage offered by the rental car agency when renting in the United States and Canada.

Car Rental Insurance outside the U.S. and Canada

Itron maintains liability insurance coverage for international car rentals. However, it is required that travelers purchase the minimum liability insurance required by the respective country in which the rental occurs. The Travel Department will help identify these situations.

The Corporate Card program (some restrictions apply) provides coverage for physical damage to the vehicle. In the event the Corporate Card is not used, accept the Collision Damage Waiver from the car rental company; please consult the Travel Department prior to the trip.

Additional Liability Coverage

Itron provides accident liability coverage and personal life insurance when traveling on company business as part of the employee benefits package.

Safe Driver Criteria

Itron may periodically review employee safe driving records. Rental privileges may be denied by some car rental vendors if a driver's license is expired, suspended, or the renter's driving record includes one of the following in the past three years:

12. Reckless or careless driving resulting in bodily injury or property damage

13. Driving under the influence or driving while intoxicated

14. Three or more moving violations

15. Two or more accidents

16. Leaving the scene of an accident or failure to report an accident

17. Operating a motor vehicle without insurance

18. Possession of a stolen motor vehicle

Driver Liability

Drunken driving, excessive speed or driving without consideration for local traffic regulations constitute gross negligence and are the personal liability of the employee in which may result in disciplinary action up to and including removal of car rental privileges.

7.4 Car Rental Accident Procedure

An Accident Report Card is provided through the Itron Intranet Travel Website or from the Itron Travel Department.

1. Contact the local police to file a report. If the police indicate the accident is not serious enough to warrant their presence, proceed with gathering information from all involved parties.

2. Report the accident to Tony Klutz. Insurance contact information is:

|Marsh Advantage America. - Emergency Claims |

|Phone: (509) 358-3900 or (800) 525-7012 |

|Policy Information: ST Paul Fire & Marine Fleet Coverage |

|Policy Number #TE08400864 |

3. Contact the car rental company and complete an accident and/or damage report.

4. Provide the following information to Tony Klutz:

19. Completed accident report card and police report, if one was completed

20. Car rental agreement

21. Estimate of damage, if available

Email Tony at tony.klutz@ or fax (509) 891-3577

7.5 Car Rental Recommended Practices

Employee Identification

Carry your company identification (i.e. employee badge or business card) to present in case a car rental agent requests proof of employment.

Cell Phone Rentals

Cellular phones reserved from car rental suppliers are not reimbursable.

Vehicle Inspection

When picking up and dropping off rental cars, conduct a vehicle inspection before leaving the parking lot. Any damage found should be noted on the rental agreement before accepting or releasing the vehicle.

Refueling

Employee is responsible for refueling the vehicle before returning to the rental location at the most economical cost. If refueling options are available and best option for employee, this has to be noted in advance of rental car leaving the location. It is not automatically selected at time of reservation.

7.6 Reporting Car Rentals

Include the original car rental receipt with the expense report. Document central billed items by circling the charge and add the expense in the "Summary of Charges to Company" box on the expense report. All gas receipts should be attached and expensed on the fuel line of the report.

8.0 Other Transportation [pic]

8.1 Taxis/Limousines/Shuttles

Airport and hotel shuttles, taxis, or public transportation may be more practical and economical than rental cars if business is confined to a large metropolitan area or when traveling internationally as differences in some country's driving conditions may present a higher risk for accidents.

These expenses require an original receipt for reimbursement.

8.2 Personal Auto Use/Mileage

Employees will be reimbursed $0.445cents per mile for business use of a personal auto. To constitute business use, the auto must be used to transact Itron business and does not include the employee’s work commute.

Airport Commutes

Offices to airport one-way mileage standards are:

|Itron Office to Airport |Miles |Itron Office to Airport |Miles |

|Boston, MA |20 |Philadelphia, PA |5 |

|Dallas, TX – (DFW) |20 |Alameda, CA |10 |

|Long Island, NY – La Guardia |35 |San Diego, CA |20 |

|Long Island, NY – Kennedy |35 |Columbus, OH |10 |

|Liberty Lake, WA |24 |Atlanta, GA |35 |

|Waseca, MN |75 |Oconee, GA |50 |

If employee residence to airport commute is less than office to airport commute,

the lesser mileage shall be used for reimbursement when leaving from home.

In Lieu of Air Travel

If a personal automobile is used in place of air travel for employee convenience, the employee will be reimbursed for the cost of personal automobile mileage reimbursement.

Damage to personal autos resulting from accidents while on Itron business and commuting to airports are the employee's responsibility.

8.3 Parking and Tolls

Parking is a reimbursable expense in connection with Itron business. Long-term economy parking is considered for business travel over five days to help minimize expenses. In lieu of extended stay (2 weeks or more), consider taking a cab or shuttle to and from the airport if it would reduce expenses in parking. Valet parking is not reimbursable.

Tolls are reimbursable with original receipt.

8.4 Rail Transportation

Rail travel may be used when it is less expensive than air travel or mileage reimbursement and it is timelier than driving.

9.0 Meal and Entertainment Guidelines [pic]

9.1 Business Meals

The average daily meal allowance will be $50 per person.

Personal meals are defined as employee meal expenses incurred by the individual when traveling on business at least one full day.

Reimbursable Business meals are meals at which there is a business benefit gained or expected to be gained. Standard practice dictates the senior ranking employee present pay the bill.

Reporting Business Meals

Business meal expense must be explained on the expense report. Please specify:

|• Date of meal |

|• Full name(s), company and business relationship of individual(s) |

|• Location and description of activity |

|• Business purpose or reason for entertaining (be specific) |

|• Amount (include original receipt) |

Alcoholic Beverages

Responsible behavior is expected from all Itron employees when consuming alcoholic beverages at any company sponsored event or business related situation.

9.2 Entertainment

Entertainment expenses include events and meals involving an Itron customer where a business discussion takes place before, during, or after the function. Entertainment expenses are reimbursable if they are essential to the transaction of Itron business. To meet this criterion there should be an expectation of deriving income or other Itron benefits from the expenditure and explained as such to the manager. As a guide, the ratio of Itron employees to customers should not be more than two to one.

The functional vice president or authorized management signature must approve entertainment expenditures.

Reporting Entertainment

Entertainment expenses must be explained on the expense report. Please specify:

|• Date of entertainment activity |

|• Full name(s), company and business relationship of individual(s) |

|• Location and description of activity |

|• Business purpose or reason for entertaining (be specific) |

|• Amount (include original receipt) |

Gifts

Gifts (max value is $150) are where the Itron employee purchases an item to be given to a customer or other employee in conjunction with a legitimate business purpose. This limit is specific to gifts and does not apply to entertainment (as described in the preceding paragraph). Report gifts on the expense report as follows:

|• Date of gift |

|• Full name of recipient(s) |

|• Gift description |

|• Business purpose or reason for gift (be specific) |

|• Amount (include original receipt) |

9.3 Tipping Guidelines

Tipping should be based on the quality of service received. Please check local customs for appropriate tipping when traveling internationally. Itron only reimburses meal gratuities. General guidelines are as follows:

Baggage Handling

Baggage handling tips for ground transfers/porterage are usually never more than $1.00 per bag. Trade show luggage may be an exception. These tips are reimbursable.

Housekeeping

Domestic custom is $1/person per day. These tips are not reimbursable.

Meal Gratuity

Meal tips are reimbursable; the standard guideline is 15-20%.

Shuttle/Cab Drivers

Service with assistance with luggage, guideline is 10%. These tips are reimbursable.

10.0 Telephone Expenses [pic]

10.1 Business Telephone Use

Itron will reimburse employees for business telephone expenses incurred while transacting out-of-town company business. Calling home once every day is considered an acceptable business expense except in case of emergency. General calling guidelines are as follows:

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|• If you are not at an Itron location and are calling an Itron facility use the 800 numbers. |

|• When on-site at Itron locations it is more economical to use direct dial numbers. |

|• Use the corporate calling card to obtain Itron discount phone rates for all other calls. |

|• Non-cardholders may use a personal calling card. |

|If cell phone plan is more economical than hotel costs, utilize cell phone for long distance |

|calling |

10.2 Corporate Calling Card Program

Always use the Itron Corporate Card Program for long distance business calls. Corporate Card usage is strictly for business only. Charges are billed directly to the company.

To request calling card privileges, request from IT Telecommunications.

Personal Calling Card

Business calls on personal calling cards are reimbursable only if an itemized phone bill is submitted with an expense report. Note the customer/vendor name next to the number called.

10.3 Air Phone Use

Air phone use is not reimbursable.

10.4 Cellular Phone Use

Cellular phone usage is covered under the Itron Cellular Policy and Procedure. Please refer to this policy for questions regarding Cell phones.

10.5 Corporate Pager Use

If employment responsibilities require that an individual be contacted via pager, the following guidelines apply:

22. Justify the pager use in writing and obtain manager approval.

23. Consult the IT Help Desk in Spokane.

24. Pager expenses will be billed to the individual's department.

25. All pagers purchased by Itron are considered company property and must be returned prior to leaving Itron.

7 Internet use for VPN (Virtual Private Network)

Itron will reimburse employees for reasonable Internet expenses indicated on an original bill submitted with an approved expense report within 15 days of billing date. An approval form, available from the Technical Services Helpdesk, must be completed and submitted prior to expensing any such charges. Equipment costs, monthly access charges and liability for required equipment is the responsibility of the employee and organization.

A purchase of new or upgraded equipment and accessories for business purposes is reimbursable up to $150 (including applicable taxes). In the event of a reduction-in-force by Itron, a 12-month penalty fee is reimbursable up to $250.

Supplemental Information-Attachments

A. Corporate Card – American Express [pic]

24-Hour Customer Service 800 528 2122

Outside of the United States call collect 623 492 5450

Call this primary number for any billing, service, referral assistance or questions.

24-Hour Lost or Stolen Card Hotline 800 528 5122

Outside of the United States call collect 623 492 5450

If the American Express Card is lost, stolen or destroyed call the numbers listed to obtain a replacement card by the next business day or the same day through most of American Express Travel Service Offices.

Club Assistance (No additional cost) 800 528 5122

Outside of the United States call collect 623 492 5450

|• Passport and visa requirements |• Club Rewards Assistance |

|• Customs regulations |• Assistance for disabled travelers |

|• Currency exchange rates |• Medical referrals |

|• Local weather conditions |• Replace lost or stolen luggage |

|• Translation services |• Travel assistance i.e. travel documents |

Business Travel Accident Insurance Claims

At no additional cost, cardholders are protected 24 hours a day throughout their entire business trip for up to 30 days. Travelers are covered on the ground, in the air, in hotels and restaurants. Also covered in the plan are personal side trips made while on a business trip and charged to the American Express Corporate Card. On side trips, $350,000 Travel Accident Insurance protects cardholders when they travel on common carriers (regularly scheduled land, sea, or air vehicles).

To Report Car Rental Loss/Damage Claims

Marsh Advantage American Insurance Brokers Policy#TE08400864 509 358 3900

On weekly or daily rentals (42 days or less) cardholders are covered up to $50,000 for rental automobile loss or damage due to collision, fire, theft or vandalism. Loss of use and towing are also covered. Coverage is automatically activated whenever a covered cardholder rents an automobile from a commercial rental agency in the U.S. and at international destinations, pays for the rental charge with the American Express Corporate Card and declines the collision damage waiver or similar option offered by the rental agency.

To Report Baggage Insurance Claims 800 645 9700

Outside of the United States call collect 303 273 6498

Cardholders are automatically insured for lost baggage and certain personal effects in case of physical loss, theft, or damage when traveling on a common carrier where the ticket is charged to the American Express Corporate Card. This plan covers losses as follows:

26. Primary coverage: Checked baggage up to $500.

27. Secondary coverage: Carry-on baggage up to $1,250 while the baggage in on the common carrier.

28. Baggage is also covered for up to $1,250 when a cardholder travels directly to or from a common carrier terminal by bus, train or scheduled helicopter.

Emergency Hotel Check In

Cardholders may still check into a hotel even if the American Express Card is lost or stolen. The hotel and cardholder need only call American Express to report the lost or stolen Card and have the cost of the room authorized. American Express assures that the hotel will be paid and arranges for an emergency card sent to the hotel or to be picked up at one of American Express Travel Service Offices.

Termination of Corporate Card Agreement

Corporate Card agreements will be terminated immediately upon notification of termination of employment. Any balances on Corporate Card account for terminated employee will be deducted from final paycheck. American Express has a right to terminate a corporate card based on delinquency, per employee agreement terms.

Preferred Car Rental Suppliers

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Avis Rent A Car is Itron’s primary rental car supplier in Domestic and International markets.

C. Preferred Airline Suppliers

Northwest Airline is Itron’s primary travel partner in business travel.

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D. Preferred Hotel Suppliers

Hotel and Extended Stay providers are location specific; the Itron Travel Department will assist in the best accommodation for the business travelers needs. Local hotel contracts will be preferred, however Itron’s national chain preference is Marriott (and its affiliates) and Hilton (and its affiliates).

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