CHANGE IN CONTROL AGREEMENT
THIS CHANGE IN CONTROL AGREEMENT (the “ Agreement ”) is entered into as of July 27,
2010 (the “ Effective Date ”), by and between Abbas Mohaddes (the “ Employee ”) and Iteris, Inc., a
Delaware corporation (the “ Corporation ”).
Section 1. Term of Agreement.
This Agreement shall take effect on the Effective Date and shall expire on the earlier of (i) the fifth
anniversary of the Effective Date, or (ii) the date Employee’s employment with the Corporation terminates for any
reason other than an Involuntary Termination (as defined herein) that is in connection with or within twelve (12)
months following a Change in Control.
Section 2. Definitions.
(a) “ Change in Control ” shall mean any of the following transactions effecting a change
in ownership or control of this Corporation:
(i) a merger or consolidation of the Corporation with or into another entity or any
other corporate reorganization, if persons who were not stockholders of the Corporation immediately prior to
such merger, consolidation or other reorganization own immediately after such merger, consolidation or other
reorganization 50% or more of the voting power of the outstanding securities of each of (i) the continuing or
surviving entity and (ii) any direct or indirect parent corporation of such continuing or surviving entity.
(ii) The sale, transfer or other disposition of all or substantially all of the
(iii) the acquisition, directly or indirectly, by any person or related group of persons
(other than the Corporation or a person that directly or indirectly controls, is controlled by or in under common
control with, the Corporation), of “beneficial ownership” as defined in Rule 13d-3 under the Securities