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Exhibit 10.2


 


FORM OF RESTRICTED STOCK UNIT
AWARD AGREEMENT


Restricted Stock Unit Award Agreement under the
Benchmark Electronics, Inc. 2010 Omnibus Incentive Compensation Plan,  dated as of [___], between Benchmark
Electronics, Inc. (the “Company”), a Texas corporation, and [NAME].


This Restricted Stock Unit Award Agreement (this
“Award Agreement”) sets forth the terms and conditions of an award (the
“Award”) of [____] restricted stock units that are subject to the terms
and conditions specified herein (“RSUs”) and that are being granted to
you on the date hereof under the Benchmark Electronics, Inc. 2010 Omnibus
Incentive Compensation Plan (the “Plan”).  Each RSU subject to this
Award constitutes an unfunded and unsecured promise of the Company to deliver
(or cause to be delivered) to you, subject to the terms of this Award
Agreement, a share of the Company’s common stock, $0.10 par value (a “Share”),
as set forth in Section 3 of this Award Agreement.


THIS AWARD IS SUBJECT TO ALL TERMS AND CONDITIONS
OF THE PLAN AND THIS AWARD AGREEMENT, INCLUDING THE DISPUTE RESOLUTION
PROVISIONS SET FORTH IN SECTION 10 OF THIS AWARD AGREEMENT.  BY SIGNING
YOUR NAME BELOW, YOU SHALL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMS AND
CONDITIONS OF THIS AWARD AGREEMENT.


SECTION 1.  The Plan.  This Award is made
pursuant to the Plan, all the terms of which are hereby incorporated in this
Award Agreement.  In the event of any conflict between the terms of the Plan
and the terms of this Award Agreement, the terms of the Plan shall govern.  In
the event of any conflict between the terms of this Award Agreement and the
terms of any individual employment agreement between you and the Company or any
of its Subsidiaries (an “Employment Agreement”), the terms of your
Employment Agreement shall govern.


SECTION 2.  Definitions.   Capitalized terms
used in this Award Agreement that are not defined in this Award Agreement have
the meanings as used or defined in the Plan.  As used in this Award Agreement,
the following terms have the meanings set forth below:


(a) 
“Business Day” means a day that is not a Saturday, a Sunday or a
day on which banking institutions are legally permitted to be closed in the
City of New York.


(b) 
“Cause” means the occurrence of any one of the following:


(i)  your gross
negligence in the performance of your duties with the Company, which gross
negligence results in a material adverse effect on the Company, provided that
no such gross negligence shall constitute “Cause” if it 




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relates
to an action taken or omitted by you in the good faith, reasonable belief that
such action or omission was in or not opposed to the best interests of the
Company;


(ii)  your
habitual neglect or disregard of your duties with the Company that is
materially and demonstrably injurious to the Company, after written notice from
the Company stating the duties you have failed to perform;


(iii)  your
engaging in conduct or misconduct that materially harms the reputation or
financial position of the Company;


(iv)  your
obstruction, impedance or failure to materially cooperate with an investigation
authorized by the Board, a self-regulatory organization empowered with
self-regulatory responsibilities under Federal or state laws, or a governmental
department or agency; or


(v)  your
conviction of a felony, provided that no such conviction will constitute
“Cause” if it relates to an action taken or omitted by you in the good faith,
reasonable belief that such action or omission was in or not opposed to the
best interests of the Company.


(c) 
“Good Reason” means the occurrence of any one of the following:


(i)  a material
diminution of your duties or responsibilities;


(ii)  a greater
than 10% reduction in your base salary, annual bonus opportunity or long-term
incentive compensation opportunity; or


(iii)  a material
breach by the Company of any provision of your Employment Agreement or any other
agreement between you and the Company.


A termination of your employment by
you for Good Reason shall be effectuated by giving the Company written notice
(“Notice of Termination for Good Reason”), not later than 90 days following
the date of the occurrence of the circumstance that constitutes Good Reason,
setting forth in reasonable detail the specific conduct of the Company or any
of its Subsidiaries that constitutes Good Reason and the specific provisions of
this Award Agreement, your Employment Agreement or any other agreement between
you and the Company on which you relied.  The Company shall be entitled, during
the 30-day period following receipt of a Notice of Termination for Good Reason,
to cure the circumstances that gave rise to Good Reason, provided that the
Company shall be entitled to waive its right to cure or reduce the cure period
by delivery of written notice to that effect to you (such 30-day or shorter
period, the “Cure Period”).  If, during the Cure Period, such
circumstance is remedied, you shall not be permitted to terminate your employment
for Good Reason as a result of such circumstance.  If, at the end of the Cure
Period, the circumstance that constitutes Good Reason has not been remedied, you
shall be entitled to terminate your employment for Good Reason during the 90-day
period that follows the end of the Cure Period (the “Termination Period”). 
If you do not terminate 




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your employment during the
Termination Period, you shall not be permitted to terminate your employment for
Good Reason as a result of such circumstance.


(d) 
“Vesting Date” means each date on which your rights with respect
to all or a portion of the RSUs subject to this Award Agreement may become
fully vested, as provided in Section 3(a) or 3(b) of this Award Agreement.


SECTION 3.  Vesting and Delivery.  (a)  Regularly Scheduled Vesting.  On each Vesting Date set forth below, your
rights with respect to the number of RSUs that corresponds to such Vesting
Date, as specified in the chart below, shall become vested, provided that you
must be employed by the Company or one of its Subsidiaries on the relevant
Vesting Date, except as otherwise determined by the Committee in its sole
discretion or as otherwise provided in your Employment Agreement. 


	
  Scheduled Vesting
  Date

  	
  Incremental

  Percentage Vested

  	
  Incremental
  Number of Restricted Stock Units Vested

  
	
  «Vesting_Date_1»

  	
  [   ]%

  	
   

  
	
  «Vesting_Date_2»

  	
  [   ]%

  	
   

  
	
  «Vesting_Date_3»

  	
  [   ]%

  	
   

  
	
  «Vesting_Date_4»

  	
  [   ]%

  	
   

  






 


(b) 
Vesting following a Change of Control.  If, during the two-year
period immediately following a Change of Control, your employment is terminated
by the Company or any of its Subsidiaries without Cause or you terminate your
employment for Good Reason, then the date of such termination shall be deemed
to be the Vesting Date of any then outstanding RSUs.


(c) 
Delivery of Shares.  On each Vesting Date, the Company shall
deliver to you one Share for each RSU that is scheduled to vest on such date in
accordance with the terms of this Award Agreement.


SECTION 4.  Forfeiture of RSUs.  Unless the
Committee determines otherwise, and except as otherwise provided in your
Employment Agreement or Section 3(b) of this Award Agreement, if your rights
with respect to any RSUs awarded to you pursuant to this Award Agreement have not
become vested prior to the date on which your employment with the Company and
its Subsidiaries terminates, your rights with respect to such RSUs shall
immediately terminate, and you shall be entitled to no further payments or
benefits with respect thereto.


SECTION 5.  Voting Rights; Dividend Equivalents.
 Prior to the date on which Shares are delivered to you in settlement of the
RSUs pursuant to this Award Agreement, you shall not be entitled to exercise
any voting rights with respect to the 




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Shares underlying
such RSUs and shall not be entitled to receive dividends or other distributions
with respect to such Shares. 


SECTION 6.  Non-Transferability of RSUs.  Unless
otherwise provided by the Committee in its discretion, RSUs may not be sold,
assigned, alienated, transferred, pledged, attached or otherwise encumbered
except as provided in Section 9(a) of the Plan.  Any purported sale, assignment,
alienation, transfer, pledge, attachment or other encumbrance of an RSU in
violation of the provisions of this Section 6 and Section 9(a) of the Plan
shall be void. 


SECTION 7.  Withholding, Consents and Legends. 
(a)  Withholding.  The delivery of Shares pursuant to Section 3 of this
Agreement is conditioned on satisfaction of any applicable withholding taxes in
accordance with Section 9(d) of the Plan.  In the event that there is
withholding tax liability in connection with the settlement of RSUs, you may
satisfy, in whole or in part, any withholding tax liability by having the
Company withhold from the Shares you would be entitled to receive upon
settlement of the RSUs a number of Shares having a Fair Market Value (which
shall either have the meaning set forth in the Plan or shall have such other
meaning as determined by the Company in accordance with applicable withholding
requirements) equal to such withholding tax liability; provided, however, that
if you are an officer subject to Section 16 of the Exchange Act, such
withholding tax liability shall be satisfied by the Company withholding such
number of Shares from the Shares you would be entitled to receive upon
settlement of the RSUs, without any election on your part.


(b) 
Consents; Compliance with Law.  Your rights in respect of the RSUs
are conditioned on the receipt to the full satisfaction of the Committee of any
required consents that the Committee may determine to be necessary or advisable
(including your consenting to the Company’s supplying to any third-party
recordkeeper of the Plan such personal information as the Committee deems
advisable to administer the Plan) and, in accordance with Section 9(l) of the
Plan, subject to the Committee’s determination that the issuance of Shares
pursuant to this Award Agreement is compliant with applicable law. 


(c) 
Legends.   The Company may affix to certificates for Shares issued
pursuant to this Award Agreement any legend that the Committee determines to be
necessary or advisable (including to reflect any restrictions to which you may
be subject under any applicable securities laws).  The Company may advise the
transfer agent to place a stop order against any legended Shares.


SECTION 8.  Successors and Assigns of the
Company.  The terms and conditions of this Award Agreement shall be binding
upon and shall inure to the benefit of the Company and its successors and
assigns.


SECTION 9.  Committee Discretion.  Subject
to the terms of this Award Agreement and your Employment Agreement, the
Committee shall have discretion with respect to any actions to be taken or
determinations to be made in connection with this Award Agreement, and its
determinations shall be final, binding and conclusive.


 




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SECTION 10.  Dispute
Resolution.  (a)  Jurisdiction and Venue.  Notwithstanding any
provision in your Employment Agreement, you and the Company hereby irrevocably
submit to the exclusive jurisdiction of (i) the United States District
Court for the Southern District of Texas and (ii) the courts of the State
of Texas for the purposes of any action, suit or other proceeding arising out
of this Award Agreement or the Plan.  You and the Company agree to commence any
such action, suit or other proceeding either in the United States District
Court for the Southern District of Texas or, if such action, suit or other
proceeding may not be brought in such court for jurisdictional reasons, in the courts
of the State of Texas.  You and the Company further agree that service of any
process, summons, notice or document by U.S. registered mail to the applicable
address set forth in Section 11 of this Award Agreement shall be effective
service of process for any action, suit or other proceeding in Texas with
respect to any matters to which you have submitted to jurisdiction in this
Section 10(a).  You and the Company irrevocably and unconditionally waive any
objection to the laying of venue of any action, suit or other proceeding
arising out of this Award Agreement or the Plan in (A) the United States
District Court for the Southern District of Texas or (B) the courts of the
State of Texas, and hereby and thereby further irrevocably and unconditionally
waive and agree not to plead or claim in any such court that any such action,
suit or other proceeding brought in any such court has been brought in an
inconvenient forum.


(b) 
Waiver of Jury Trial.  You and the Company hereby waive, to the
fullest extent permitted by applicable law, any right either of you may have to
a trial by jury in respect to any litigation directly or indirectly arising out
of, under or in connection with this Award Agreement or the Plan. 


(c) 
Confidentiality.   You hereby agree to keep confidential the
existence of, and any information concerning, a dispute described in this Section 10,
except that you may disclose information concerning such dispute to the court
that is considering such dispute or to your legal counsel, accountants and
other representatives (provided that such counsel, accountants and other representatives
agree not to disclose any such information other than as necessary to the
prosecution or defense of the dispute).


SECTION 11.  Notice.   All notices, requests,
demands and other communications required or permitted to be given under the
terms of this Award Agreement shall be in writing and shall be deemed to have
been duly given when delivered by hand or overnight courier or three Business
Days after they have been mailed by U.S. registered mail, return receipt
requested, postage prepaid, addressed to the other party as set forth below:


	
  If to the Company:

  	
  Benchmark Electronics, Inc.

  3000 Technology Drive

  Angleton, Texas 77515

  Attention:  Legal Dept.

   

  
	

  If to you:

  	
  To your address as most recently supplied to
  the Company and set forth in the Company’s records

   

  










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The parties may
change the address to which notices under this Award Agreement shall be sent by
providing written notice to the other in the manner specified above. 


SECTION 12.  Governing
Law.  This Award Agreement shall be deemed
to be made in the State of Texas, and the validity, construction and effect of
this Award Agreement in all respects shall be determined in accordance with the
laws of the State of Texas, without giving effect to the conflict of law
principles thereof.


SECTION 13.  Headings
and Construction.  Headings are given to
the Sections and subsections of this Award Agreement solely as a convenience to
facilitate reference. Such headings shall not be deemed in any way material or
relevant to the construction or interpretation of this Award Agreement or any
provision thereof.  Whenever the words “include”, “includes” or “including” are
used in this Award Agreement, they shall be deemed to be followed by the words
“but not limited to”. The term “or” is not exclusive.


SECTION 14.  Amendment of this Award Agreement. 
The Committee may waive any conditions or rights under, amend any terms of, or
alter, suspend, discontinue, cancel or terminate this Award Agreement
prospectively or retroactively; provided, however, that any such
waiver, amendment, alteration, suspension, discontinuance, cancelation or
termination that would materially and adversely impair your rights under this
Award Agreement shall not to that extent be effective without your consent (it
being understood, notwithstanding the foregoing proviso, that this Award
Agreement and the RSUs shall be subject to the provisions of Section 7(c)
of the Plan).


SECTION 15.  Section 409A.  (a)  For purposes of Section 409A of the Code (“Section 409A”), it
is intended that amounts payable pursuant to this Award Agreement qualify for
the short-term deferral exception under Treas. Reg. Section 1.409A-1(b)(4) or
any successor thereto, and all provisions of this Award Agreement shall be
construed and interpreted in a manner consistent with such exception.


(b) 
In the event that it is determined that any amounts payable pursuant to
this Award Agreement do not qualify for the short-term deferral exception under
Treas. Reg. Section 1.409A-1(b)(4) or any successor thereto, it is intended
that the provisions of this Award Agreement comply with Section 409A, and
all provisions of this Award Agreement shall be construed and interpreted in a
manner consistent with the requirements for avoiding taxes or penalties under
Section 409A and any similar state or local law.


(c)  Neither you nor any of your creditors or
beneficiaries shall have the right to subject any deferred compensation (within
the meaning of Section 409A) payable under this Award Agreement to any
anticipation, alienation, sale, transfer, assignment, 




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pledge,
encumbrance, attachment or garnishment.  Except as permitted under
Section 409A, any deferred compensation (within the meaning of
Section 409A) payable to you or for your benefit under this Award
Agreement may not be reduced by, or offset against, any amount owing by you to
the Company or any of its Subsidiaries.


(d) 
To the extent required by Section 409A, any amount payable under
the Award Agreement that constitutes deferred compensation (within the meaning
of Section 409A) subject to, and not exempt from, Section 409A,
payable or provided to you upon a termination of employment shall only be paid
or provided to you upon your separation from service (within the meaning of
Section 409A).  If, at the time of your separation from service, (i) you
are a specified employee (within the meaning of Section 409A and using the
identification methodology selected by the Company from time to time) and
(ii) the Company shall make a good faith determination that an amount
payable under this Award Agreement constitutes deferred compensation the
payment of which is required to be delayed pursuant to the six-month delay rule
set forth in Section 409A in order to avoid taxes or penalties under
Section 409A, then the Company (or its Subsidiary, as applicable) shall
not pay such amount on the otherwise scheduled payment date but shall instead
accumulate such amount and pay it, without interest, on the first business day
after such six-month period.


(e) 
You shall be solely responsible and liable for the satisfaction of all
taxes and penalties that may be imposed on you or for your account in
connection with this Award Agreement (including any taxes and penalties under
Section 409A), and neither the Company nor any of its Subsidiaries shall
have any obligation to indemnify or otherwise hold you harmless from any or all
such taxes or penalties.


SECTION 16.  Counterparts.   This Award Agreement
may be signed in counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the same
instrument.


IN WITNESS WHEREOF, the parties have duly executed this Award Agreement as
of the date first written above.


	
  benchmark electronics, Inc.,

  
	
  by

  
	
   

  	
   

  
	
   

  	
  Name:  

  
	
   

  	
  Title:    

  






 


	
  [NAME],

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  






 








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