BENCHMARK
ELECTRONICS, INC.

    NONQUALIFIED
STOCK OPTION AGREEMENT

    


    


    This
Benchmark Electronics, Inc. Nonqualified Stock Option Agreement ("Agreement") is
between Benchmark Electronics, Inc., a Texas corporation (the "Company") and
_________________(the
"Optionee").

    


    WITNESSETH:

    


    WHEREAS,
to carry out the purposes of the Benchmark Electronics, Inc. 2000 Stock Awards
Plan (the "Plan") by providing an award of a nonqualified stock
option  to retain and attract personnel of outstanding ability, to
provide additional motivation to the  employee to continue to exert
employee's best efforts for the success and welfare of the Company and the
benefit of the Company's stockholders, and to protect the Company’s confidential
information from unauthorized disclosure and use, the Committee (as defined in
the Plan) has determined that the Company’s interests will be advanced by the
issuance to Optionee of a nonqualified stock option under the Plan.

    


    NOW
THEREFORE, for and in consideration of these premises it is agreed as
follows:

    


    I.           Option.  Subject
to the terms and conditions contained herein, the Company hereby irrevocably
grants to Optionee the right and option ("Option") to purchase from the Company
__________(             )
shares of the Company's common stock, $0.10 par value ("Common Stock"),
at a price of  $             per
share (“Option Price”), which is not less than the fair market value of a share
of Common Stock on the Grant Date (as defined in Section 2 below).

    


    II.          Option
Period.  The Option herein granted may be exercised by Optionee
in whole or in part at any time during a ten (10) year period (the "Option
Period") beginning on __________
(the "Grant Date"), subject to the limitation that said Option shall not
be exercisable for more than a percentage of the aggregate number of shares
offered by this Option determined by the number of full years of employment with
the Company or its Affiliates beginning on the Grant Date in accordance with the
following schedule:

    


    
      
        
          
            	
                    Number
      of

                  	 	
                    Percentage
      of

                  	 
	
                    Full Years

                  	 	
                    Shares Purchasable

                  	 
	 
      	 	 	 
	
                    Less
      than two

                  	 	 	0	%
	
                    Two

                  	 	 	20	%
	
                    Three

                  	 	 	50	%
	
                    Four
      or more

                  	 	 	100	%


          

        

      

    

    


    Notwithstanding
anything in this Agreement to the contrary, the Committee, in its sole
discretion may waive the foregoing schedule of vesting and upon written notice
to the Optionee, accelerate the earliest date or dates on which any of the
Options granted hereunder are exercisable.

    


    III.         Procedure for
Exercise.  The Option herein granted may be exercised by
written notice by Optionee to the Secretary of the Company setting forth the
number of shares of Common Stock with respect to which the Option is to be
exercised accompanied by payment for the shares to be purchased, and specifying
the address to which the certificate for such shares is to be
mailed.  The notice shall be accompanied by (i) cash, cashier's
check, bank draft, postal or express money order payable to the order of the
Company, or other immediately available funds, or (ii) at the election of
the Optionee and agreed to by the Committee, certificates representing shares of
Common Stock theretofore owned by Optionee duly endorsed for transfer to the
Company, or (iii) any combination of the preceding, equal in value to the
aggregate exercise price.  Notice may also be delivered by fax or
telecopy provided that the exercise price of such shares is received by the
Company via wire transfer on the same day the fax or telecopy transmission is
received by the Company.  As promptly as practicable after receipt of
such written notice and payment, the Company shall deliver to Optionee
certificates for the number of shares with respect to which such Option has been
so exercised, issued in Optionee's name or such other name as Optionee directs;
provided, however, that such delivery shall be deemed effected for all purposes
when a stock transfer agent of the Company shall have deposited such
certificates in the United States mail, addressed to Optionee at the address
specified pursuant to this Section III.  The Optionee shall have
no rights as a stockholder with respect to any shares of Common Stock until the
date of issuance of a certificate for shares of Common Stock.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IV.         Termination of
Employment.  If the Optionee's employment with the Company is
terminated during the Option Period for any reason other than death or
disability, the unexercisable portion of the Option shall thereupon
terminate.  Any exercisable portion of the Option on the date of his
termination of employment may be exercised by the Optionee during a three-month
period beginning on such date, whereupon after the end of such three-month
period, the Option shall terminate; provided, however, that if the Optionee's
employment is terminated because of the Optionee's theft or embezzlement from
the Company, disclosure of Confidential Information or trade secrets of the
Company, or the commission of a willful, felonious act while in the employment
of the Company, then such exercisable portion of the Option shall expire upon
such termination of employment.  In no event may the Option be
exercised after the end of the Option Period.

    


    V.           Disability or
Death.  If the Optionee's employment with the Company is
terminated by his disability or death, the unexercisable portion of the Option
shall thereupon terminate.  If the Optionee's employment with the
Company is terminated by his disability or death, any exercisable portion of the
Option on the date of such disability or death thereafter shall be exercisable
by the Optionee, his executor or administrator, or the person or persons to whom
his rights under this Agreement pass by will or by the laws of descent and
distribution, as the case may be, for a period of three months from the date of
the Optionee's disability or death, whereupon, after the end of such three-month
period, the Option shall terminate.  In no event may the Option be
exercised after the end of the Option Period.  The Optionee shall be
deemed to be disabled if, in the opinion of a physician selected by the
Committee, he is incapable of performing services for the Company by reason of
any medically determinable physical or mental impairment which can be expected
to result in death or to be of long, continued and indefinite
duration.

    


    VI.          Transferability.  This
Option shall not be transferable by Optionee otherwise than by Optionee's will
or by the laws of descent and distribution.  During the lifetime of
Optionee, the Option shall be exercisable only by him.  Any heir or
legatee of Optionee shall take rights herein granted subject to the terms and
conditions hereof.  No such transfer of this Option Agreement to heirs
or legatees of Optionee shall be effective to bind the Company unless the
Company shall have been furnished with written notice thereof and a copy of such
evidence as the Committee may deem necessary to establish the validity of the
transfer and the acceptance by the transferee or transferees of the terms and
conditions hereof.

    


    VII.         No Rights as
Stockholder.  Optionee shall have no rights as a stockholder
with respect to any shares of Common Stock covered by this Option Agreement
until the date of issuance of a certificate for shares of Common Stock as
provided in Section III above.  Until such time, Optionee shall
not be entitled to dividends attributable to such shares or to vote such shares
at meetings of the stockholders of the Company.  Except as provided in
Section VIII hereof, no adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash or securities or other property) paid or
distributions or other rights granted in respect of any share of Common Stock
for which the record date for such payment, distribution or grant is prior to
the date upon which the Optionee shall have exercised said Option by written
notice and payment to the Company, as provided hereinabove.

    


    VIII.        Change of
Control.

    


    A.           Upon
the occurrence of a Change of Control (as defined below), the Option shall
immediately vest and become exercisable, and, the Committee, in its discretion,
may determine to effect one or more of the following alternatives with respect
to the Option:  (1) determine a limited period of time for the
exercise of the Option on or before a specified date (before or after such
Change of Control) after which specified date any portion of the Option left
unexercised shall terminate, (2) require the mandatory surrender to the
Company of some or all of the Option held as of a date, before or after such
Change of Control, specified by the Committee, in which event the Committee
shall thereupon cancel the Option and the Company shall pay to Optionee an
amount of cash per share equal to the excess, if any, of the Change of Control
Value  (as defined below) of the shares subject to the Option over the
exercise price under the Option for such shares, (3) make such adjustments
to the Option as the Committee deems appropriate to reflect such Change of
Control (provided, however, that the Committee may determine in its sole
discretion that no adjustment is necessary to the Option) or (4) provide
that thereafter upon any exercise of the Option, the Optionee shall be entitled
to purchase under the Option, in lieu of the number of shares of Common Stock
then covered by the Option, the number and class of shares of stock or other
securities or property (including, without limitation, cash) to which the
Optionee would have been entitled pursuant to the terms of the agreement of
merger, consolidation or sale of assets and dissolution if, immediately prior to
such merger, consolidation or sale of assets and dissolution, the Optionee has
been the holder of record of the number of shares of Common Stock then covered
by the Option.  The provisions contained in this paragraph shall not
alter any rights or terminate any rights of the Optionee to further payments
pursuant to any other agreement with the Company following a Change of
Control.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    b.           "Change
of Control" means the occurrence of any of the following events: (i) the
acquisition by any person or group of persons (as such terms are defined and
used in Sections 3(a)(9 and 14(d)(2), respectively, of the Securities Exchange
Act of 1934, as amended ("1934 Act")) of beneficial ownership (as defined in
Rule 13d-3 issued under the 1934 Act), directly or indirectly, of securities
representing more than fifty percent (50%) of the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally in
the election of directors ("Voting Securities") or (ii) individuals who
constitute the Board of Directors of the Company on the date the Plan became
effective ("Incumbent Board") cease for any reason to constitute at least a
majority of that Board of Directors of the Company ("Board"), provided that any
person becoming a director subsequent to the date the Plan became effective
whose election or whose nomination for election by the Company's shareholders
was approved by a majority vote of the directors comprising the Incumbent Board
shall be, for purposes of this Agreement, considered as though he or she were a
member of the Incumbent Board; or (iii) a recapitalization, reorganization,
merger, or consolidation with respect to which those persons (as defined above)
who were beneficial owners of the Voting Securities of the Company immediately
prior to such recapitalization, reorganization, merger, or consolidation do not,
following such recapitalization, reorganization, merger, or consolidation,
beneficially own, directly or indirectly, shares representing more than fifty
percent (50%) of the combined voting power of the Voting Securities of the
Company resulting from such recapitalization, reorganization, merger, or
consolidation; or (iv) a sale of all or substantially all the assets of the
Company.

    


    c.           "Change
of Control Value" shall mean (i) the highest price per share paid by any person
or group of persons who acquires beneficial ownership of securities representing
more than fifty percent (50%) of the Voting Securities, (ii) the per share price
offered to shareholders of the Company in any merger, consolidation,
recapitalization, reorganization, sale of assets or dissolution transaction
resulting in a Change of Control, (iii) the price per share offered to
shareholders of the Company in any tender offer or exchange offer resulting in a
Change of Control, (iv) if a Change of Control occurs other than in (i) - (iii)
above, the Fair Market Value (as defined in the Plan) per share of the shares
into which this Option is exercisable, as determined by the Committee, whichever
is applicable.  In the event that the consideration offered to
shareholders of the Company consists of anything other than cash, the Committee
shall determine the equivalent fair value in cash of the portion of the
consideration offered which is other than cash.

    


    IX.         Changes in Capital
Structure.

    


    a.           If,
and whenever, prior to the expiration of this Option, the Company shall effect a
subdivision or consolidation by the Company, the number of shares of Common
Stock may be exercised or satisfied under this Option, (i) in the event of
an increase in the number of outstanding shares shall be proportionately
increased, and the purchase price per share shall be proportionately reduced,
and (ii) in the event of a reduction in the number of outstanding shares
shall be proportionately reduced, and the purchase price per share shall be
proportionately increased.

    


    b.           If
the Company recapitalizes or otherwise changes its capital structure, thereafter
upon any exercise of this Option, the Optionee shall be entitled to (or entitled
to purchase, if applicable) under this Option, in lieu of the number of shares
of Common Stock then covered by this Option, the number and class of shares of
stock and securities to which the Optionee would have been entitled pursuant to
the terms of the recapitalization if, immediately prior to such
recapitalization, the Optionee had been the holder of record of the number of
shares of Common Stock then covered by this Option.

    


    c.           In
the event of changes in the outstanding Common Stock by reason of
recapitalization, reorganizations, mergers, consolidations, combinations,
exchanges or other relevant changes in capitalization occurring after the Grant
Date and not otherwise provided for by Section 8 or this Section 9, the Option
shall be subject to adjustment by the Committee at its discretion as to the
number and price of shares of Common Stock or other consideration subject to the
Option.

    


    d.           The
existence of this Option shall not affect in any way the right or power of the
Board or the stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company’s capital
structure or its business, any merger or consolidation of the Company, any issue
of debt or equity securities ahead of or affecting the Common Stock or the
rights thereof, the dissolution or liquidation of the Company or any sale,
lease, exchange or other disposition of all or any part of its assets or
business or any other corporate act or proceeding.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    e.           Except
as hereinbefore expressly provided, the issuance by the Company of shares of
stock of any class or securities convertible into shares of stock of any class,
for cash, property, labor or services, upon direct sale, upon the exercise of
rights or warrants to subscribe therefore, or upon conversion of shares of
obligations of the Company convertible into such shares or other securities, and
in any case whether or not for fair value, shall not affect, and no adjustment
by reason thereof shall be made with respect to, the number of shares of Common
Stock subject to this Option.

    


    X.          Compliance With Securities
Laws.  Upon the acquisition of any shares pursuant to the
exercise of the Option herein granted, Optionee (or any person acting under
Section VI) will enter into such written representations, warranties and
agreements as the Company may reasonably request in order to comply with
applicable securities laws or with this Agreement.

    


    XI.         Compliance With
Laws.  Notwithstanding any of the other provisions hereof,
Optionee agrees that he will not exercise the Option(s) granted hereby, and that
the Company will not be obligated to issue any shares pursuant to this
Agreement, if the exercise of the Option(s) or the issuance of such shares of
Common Stock would constitute a violation by the Optionee or by the Company of
any provision of any law or regulation of any governmental
authority.

    


    XII.        Withholding of
Tax.  To the extent that the exercise of this Option or the
disposition of shares of Common Stock acquired by exercise of this Option
results in compensation income to the Optionee for federal or state income tax
purposes, the Optionee shall pay to the Company at the time of such exercise or
disposition such amount of money as the Company may require to meet its
obligation under applicable tax laws or regulations; and, if the Optionee fails
to do so, the Company is authorized to withhold from any cash remuneration then
or thereafter payable to the Optionee, any tax required to be withheld by reason
of such resulting compensation income or Company may otherwise refuse to issue
or transfer any shares otherwise required to be issued or transferred pursuant
to the terms hereof.

    


    XIII.      Resolution of
Disputes.  As a condition of the granting of the Option hereby,
the Optionee and his heirs and successors agree that any dispute or disagreement
which may arise hereunder shall be determined by the Committee in its sole
discretion and judgment, and that any such determination and any interpretation
by the Committee of the terms of this Agreement shall be final and shall be
binding and conclusive, for all purposes, upon the Company, Optionee, his heirs
and personal representatives.

    


    XIV.      Legends on
Certificate.  The certificates representing the shares of
Common Stock purchased by exercise of an Option will be stamped or otherwise
imprinted with legends in such form as the Company or its counsel may require
with respect to any applicable restrictions on sale or transfer and the stock
transfer records of the Company will reflect stop-transfer instructions with
respect to such shares.

    


    XV.        Notices.  Every
notice hereunder shall be in writing and shall be given by registered or
certified mail.  All notices of the exercise of any Option hereunder
shall be directed to Benchmark Electronics, Inc., 3000 Technology Drive,
Angleton, Texas 77515, Attention:  Secretary.  Any notice
given by the Company to Optionee directed to him at his address on file with the
Company shall be effective to bind him and any other person who shall acquire
rights hereunder.  The Company shall be under no obligation whatsoever
to advise Optionee of the existence, maturity or termination of any of
Optionee's rights hereunder and Optionee shall be deemed to have familiarized
himself with all matters contained herein and in the Plan which may affect any
of Optionee's rights or privileges hereunder.

    


    XVI.       Construction and
Interpretation.  Whenever the term "Optionee" is used herein
under circumstances applicable to any other person or persons to whom this
award, in accordance with the provisions of Section 6 hereof, may be
transferred, the word "Optionee" shall be deemed to include such person or
persons.  References to the masculine gender herein also include the
feminine gender for all purposes.

    


    XVII.      Agreement Subject to
Plan.  This Agreement is subject to the Plan.  The
terms and provisions of the Plan (including any subsequent amendments thereto)
are hereby incorporated herein by reference thereto.  In the event of
a conflict between any term or provision contained herein and a term or
provision of the Plan, the applicable terms and provisions of the Plan will
govern and prevail.  All definitions of words and terms contained in
the Plan shall be applicable to this Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    XVIII.     Employment
Relationship.  Employees shall be considered to be in the
employment of the Company as long as they remain employees of the Company or a
parent or subsidiary corporation (as defined in Section 424 of the
Code).  Any questions as to whether and when there has been a
termination of such employment and the cause of such termination, shall be
determined by the Committee, and its determination shall be
final.  Nothing contained herein shall be construed as conferring upon
the Optionee the right to continue in the employ of the Company, nor shall
anything contained herein be construed or interpreted to limit the "employment
at will" relationship between the Optionee and the Company.

    XIX.       Binding
Effect.  This Option Agreement shall be binding upon and inure
to the benefit of any successors to the Company and all persons lawfully
claiming under Optionee.

    


    XX.        Notice of
Disposition.  If the Optionee disposes of any shares of Common
Stock acquired pursuant to the exercise of the Option prior to the earlier of
(a) two years from the Grant Date or (b) one year from the date that the shares
of Common Stock were acquired, the Optionee shall notify the Company of such
disposition within 10 days of its occurrence and shall deliver to the Company
any amount of federal, state or local income tax withholding required by
law.  If the Optionee fails to pay the withholding tax, the Company is
authorized to withhold from any cash remuneration then or thereafter payable to
the Optionee any tax required to be withheld by reason of any such
disposition.

    


    XXI.  Non-Disclosure
of Confidential
Information.  Optionee recognizes and acknowledges that certain
proprietary, non-public information owned by the Company and its subsidiaries,
affiliates, predecessor and successor companies and assigns and its and their
directors, officers, employees, former employees, agents and representatives
(“Related Entities”), including without limitation proprietary, non-public
information regarding customers, pricing policies, methods of operation,
proprietary computer programs, sales products, profits, costs, markets, key
personnel, technical processes, and trade secrets (hereinafter called
“Confidential Information”), are valuable, special and unique assets of the
Company and its Related Entities.   Upon execution of this
Agreement, the Company shall give Optionee immediate access to its Confidential
Information in exchange for Optionee’s promises contained in Sections
XXI.  Optionee’s access to the Company’s Confidential Information is
not contingent on a continuing employment relationship between the parties,
rather it is dependent on and in exchange for Optionee’s full compliance with
the restrictions in Sections XXI.  Optionee will not, for a period of
three (3) years after the effective date of your termination, without the prior
written consent of a member of the Company, directly or indirectly use or
knowingly and intentionally disclose any of the Confidential Information
obtained by Optionee while in the employ of the Company to any person, firm,
corporation, association or other entity for any reason or purpose whatsoever,
directly or indirectly, unless and until such Confidential Information becomes
publicly available (other than as a consequence of the breach by Optionee of
Optionee’s confidentiality obligations hereunder), and except as may be required
(or as Optionee may be advised by counsel is required) in connection with any
judicial, administrative or other governmental proceeding or
inquiry.  Notwithstanding any other provision hereof, the term
“Confidential Information” does not include any information that (a) is or
becomes publicly available other than as the result of the breach by Optionee of
Optionee’s confidentiality obligations hereunder became, (b) is or becomes
available to Optionee on a non-confidential basis from a source, other than the
Company, that to the Optionee’s knowledge is not prohibited from disclosing such
information to the Optionee by a confidentiality obligation owed to the Company
or (c) was known to the Optionee prior to becoming an employee of the
Company.  The non-disclosure provisions contained herein are
reasonable, necessary and for the protection and benefit of the Company and
Related Entities.

    


    XXII.  Relief. Optionee
agrees that any breach of this Agreement will result in irreparable harm for
which damages would be an inadequate remedy and, therefore, in addition to its
other rights and remedies otherwise available at law the Company and the Related
Entities shall be entitled to equitable relief, including temporary and
permanent injunctive relief, in the event of such breach without the necessity
of proving actual damages.  Optionee and the Company further agree
that the amount of bond to be posted if an injunction is sought by the Company
and the Related Entities shall be One Thousand Dollars and No/100 Cents
($1,000.00) and that the Company and the Related Entities shall be entitled to
recover their expenses, costs and attorneys fees incurred in enforcing this
Agreement.  Optionee specifically recognizes and affirms that the
covenants contained in Sections XXI of this Agreement are material and important
terms of this Agreement, and Optionee further agrees that should Optionee breach
Section XXI of this Agreement, or should all or any part of Sections XXI of this
Agreement be held or found invalid or unenforceable for any reason whatsoever by
an arbiter or a court of competent jurisdiction in an action between Optionee
and the Company, the Company shall be entitled to receive from Optionee all
Common Stock held by Optionee.  If Optionee has sold, transferred, or
otherwise disposed of Common Stock obtained under this Agreement, the Company
shall be entitled to receive from Optionee the difference between the Option
Price paid by Optionee and the fair market value of the Common Stock on the date
of sale, transfer, or other disposition.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, this Agreement has been executed as of the ___ day of
_____________, 20__.

    


    
      
        
          
            
              
                	
                        BENCHMARK
      ELECTRONICS, INC.

                      
	 
      	 
      
	
                        By:

                      	 
      
	 
      	
                        OPTIONEE

                      
	 
      
	
                        Benchmark
      Electronics,
Inc.