PHANTOM
STOCK AWARD AGREEMENT

       

      PHANTOM
STOCK AWARD AGREEMENT UNDER THE BENCHMARK ELECTRONICS, INC. 2000 STOCK AWARDS
PLAN (THE “PLAN”), dated as of [       ],
between Benchmark Electronics, Inc. (the “Company”), a Texas corporation, and
_____

       

      This
Phantom Stock Award Agreement (this “Award Agreement”) sets forth the terms and
conditions of a phantom stock award (the “Phantom Stock Award”) that is being
granted to you on the date hereof (such date, the “Grant Date”), that is subject
to the terms and conditions specified herein and that is granted to you under
the Plan.  The Phantom Stock 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, [    ] shares
of Stock.  The Phantom Stock Award shall have a maximum value of
$______.

       

      THE
PHANTOM STOCK AWARD IS SUBJECT TO ALL TERMS AND CONDITIONS OF THE PLAN AND THIS
AWARD AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE DISPUTE RESOLUTION
PROVISIONS SET FORTH IN SECTION 10 OF THIS AWARD AGREEMENT.  BY
SIGNING YOUR NAME BELOW, YOU WILL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMS
AND CONDITIONS OF THIS AWARD AGREEMENT.

       

      SECTION
1.  The
Plan.  The Phantom Stock 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 this Award Agreement 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 Affiliates (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
shall 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:

       

      “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.

       

      “Vesting Date” means a
date on which your rights with respect to a portion of the shares of Stock
subject to the Phantom Stock Award may become fully vested, as provided in
Section 3(a) of this Award Agreement.

       

      SECTION
3.  Vesting
and Delivery.  (a)  Vesting.  On
each Vesting Date set forth below, your rights with respect to the number of
shares of Stock subject to the Phantom Stock Award that corresponds to such
Vesting Date, as specified in the chart below, shall become vested, provided
that you are employed by the Company or an Affiliate on the relevant Vesting
Date, except as otherwise determined by the Committee in its sole discretion or
as otherwise provided in your Employment Agreement.

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                Vesting Date

                              	 	
                                Number of Shares

                                that Become Vested

                                on Vesting Date

                              	 	 	
                                Aggregate Number

                                of Shares Vested on

                                Vesting Date

                              	 	 	
                                Aggregate Percentage

                                of Shares Vested on

                                Vesting Date

                              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                March
      17, 2010

                              	 	 	
                                [ 
      ]

                              	 	 	 	
                                [ 
      ]

                              	 	 	 	50	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                March
      17, 2011

                              	 	 	
                                [ 
      ]

                              	 	 	 	
                                [ 
      ]

                              	 	 	 	75	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                March
      17, 2012

                              	 	 	
                                [ 
      ]

                              	 	 	 	
                                [ 
      ]

                              	 	 	 	100	%


                      

                    

                  

                

              

            

          

        

      

      


      (b)   Delivery of Shares of
Stock.  The Company shall deliver to you the shares of Stock
subject to the Phantom Stock Award that vest on each Vesting Date no later than
March 15 of the calendar year following the calendar year that includes such
Vesting Date.

       

      SECTION
4.  Forfeiture of the Phantom
Stock Award.  Unless the Committee determines otherwise, and
except as otherwise provided in your Employment Agreement, if your rights with
respect to any portion of the Phantom Stock Award have not become vested prior
to the date on which your employment with the Company and its Affiliates
terminates for any reason, your rights with respect to such portion of the
Phantom Stock Award 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 any
shares of Stock subject to the Phantom Stock Award are delivered to you pursuant
to this Award Agreement, you shall not be entitled to exercise any voting rights
with respect to such shares and shall not be entitled to receive dividends or
other distributions with respect thereto.

       

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

       

      SECTION
7.  Withholding, Consents and
Legends.  (a)  Withholding.  The
delivery of shares of Stock pursuant to Section 3(b) of this Award Agreement is
conditioned on satisfaction of any applicable withholding taxes in accordance
with Paragraph XIV(c) of the Plan; provided that you may elect to satisfy any
applicable withholding taxes (i) by having the Company retain shares of Stock
that you would have otherwise received pursuant to Section 3(b) of this Award
Agreement or (ii) by delivery to the Company of shares of Stock that you then
own, in each case that have an aggregate Fair Market Value equal to the amount
of such withholding taxes.

       

      (b)  Consents.  Your
rights in respect of the Phantom Stock Award 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, without
limitation, 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).

       

      (c)  Legends.  The
Company may affix to certificates for the shares of Stock 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
applicable transfer agent to place a stop order against any legended shares of
Stock.

       

      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.  The Committee shall have full and plenary
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.

       

      SECTION
10.  Dispute
Resolution.  (a)  Jurisdiction and
Venue.  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 suit, action or other proceeding arising out of this Award
Agreement or the Plan.  You and the Company agree to commence any such
action, suit or 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 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 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 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 (provided that such counsel agrees 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:

                  	
                    Your
      address on file with the
Company

                  


          

        

      

      


      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.  Headings.  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 hereof.

       

      SECTION
13.  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 Phantom Stock Award shall be subject to the provisions of
Paragraph XII of the Plan).

       

      SECTION
14.  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],