Exhibit 10.1


KEY
CONTRIBUTOR SEVERANCE AGREEMENT


SEVERANCE AGREEMENT,
dated as of August 27, 2002, by and between BENCHMARK
ELECTRONICS, INC. (“Benchmark”), and Don Adam (“Employee”).


A.                                   The
Executive Compensation Committee of the Board of Directors of Benchmark has
recommended, and the Board of Directors has approved, that Benchmark enter into
severance agreements with key employees who are from time to time designated by
the Executive Compensation Committee;


B.                                     Should
Benchmark become subject to any proposed or threatened Change of Control (as
hereinafter defined), the Board of Directors believes it imperative that
Benchmark and the Board of Directors be able to rely upon Employee to continue
in Employee’s position, and that Benchmark be able to receive and rely upon
Employee’s advice, if requested, as to the best interests of Benchmark and its
stockholders without concern that Employee might be distracted by the personal
uncertainties and risks created by such a proposal or threat;


C.                                     Should
Benchmark receive any such proposals, in addition to Employee’s regular duties,
Employee may be called upon to assist in the assessment of such proposals,
advise management and the Board of Directors as to whether such proposals would
be in the best interests of Benchmark and its stockholders, and to take such
other actions as the Board of Directors of Directors might determine to be
appropriate;


Accordingly, Benchmark
and Employee agree as follows:


1.                                      Services
During Certain Events.  In the event
a third person begins a tender or exchange offer, circulates a proxy to
stockholders, or takes other steps to effect a Change of Control, Employee
agrees not to voluntarily leave the employ of Benchmark or its subsidiaries,
and to render the services contemplated in the recitals to this Agreement,
until the third person has abandoned or terminated his efforts to effect a
Change of Control until a Change of Control has occurred.


2.                                      Termination
Following Change of Control.  Except
as provided in Section 4 hereof, Benchmark will provide or cause to be provided
to Employee the rights and benefits described in Section 3 hereof in the event
that Employee’s employment is terminated:


(a)                                  at
any time within two years following a Change of Control by Benchmark or its
subsidiaries for reasons other than for “cause” (as such term is defined in
Section 4 hereof) or other than as a consequence of Employee’s death, permanent
disability or retirement at or after the normal retirement date as provided
under Benchmark’s Retirement Plan as in effect immediately preceding such date
(“Normal Retirement Date”); or












(b)                                 at
any time within two years following a Change of Control by Employee following
the occurrence of any of the following events without Employee’s written
consent:


(i)                                     the
reduction of Employee’s annual salary (including any deferred portions
thereof), annual or long-term cash or stock bonus opportunities, or level of
benefits or supplemental compensation; or


(ii)                                  the
transfer of Employee to a location requiring a change in Employee’s residence
or a material increase in the amount of travel normally required of Employee in
connection with Employee’s employment.


3.                                      Rights
and Benefits upon Termination.  In
the event of the termination of Employee’s employment under any of the
circumstances set forth in Section 2 hereof (“Termination”), Benchmark agrees
to provide or cause to be provided to Employee the following rights and
benefits:


(a)                                  Lump
Sum Payment at Termination.  Employee
shall be entitled to receive within 30 days of Termination (i) a lump-sum
payment in cash in the amount equal to one (1) time Employee’s Earnings (as
such term is defined in this Section 3(a)), plus (ii) an additional amount
sufficient to pay all excise taxes incurred by Employee in connection with such
lump sum payment so that Employee will receive the same net after-tax
amount he would have received if no excise tax had been imposed; provided,
however, that if there are fewer than 12 months remaining from the date
of Termination to Employee’s Normal Retirement Date, the amount calculated
pursuant to this paragraph will be reduced by multiplying such amount by a
fraction, the numerator of which is the number of months (including any
fraction of a month) so remaining to Employee’s Normal Retirement Date and the
denominator of which is 12.


For purposes of this
Agreement, “Earnings” shall mean the sum of (1) Employee’s Annual Base Pay
(as defined below), and (2) Employee’s Recent Cash Bonus (as defined
below).


“Annual Base Pay” shall
mean the greater of (1) the annualized amount of Employee’s rate of base
pay (as shown in Benchmark’s payroll records) immediately before the Change of
Control, and (2) the annualized amount of Employee’s rate of base pay (as
shown in Benchmark’s payroll records) immediately before the date of Termination.


“Recent Cash Bonus” shall
mean the highest bonus received by the Employee in the year in which a Change
of Control occurs or during either of the proceeding two years, calculated as a
percentage of Annual Base Pay as of the time of such payment.  To



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calculate this amount, Benchmark will divide
(a) the sum of the bonuses paid to Employee during the first calendar
quarter of each of those three years, by (b) the annualized amount of
Employee’s rate of base pay (as shown in Benchmark’s payroll records) at the
time of such payment.


(b)                                  Other
Bonuses.  Employee shall be entitled
to any individual bonuses or individual incentive compensation not yet paid but
payable under Benchmark’s plans for years prior to the year of Employee’s
termination of employment.  Such amounts
shall be paid to Employee in a single lump sum cash payment along with the
payment of the lump sum severance payment described in 3(a).


(c)                                  Duty
to Mitigate.  Employee’s entitlement
to benefits hereunder shall not be governed by any duty to mitigate damages by
seeking further employment nor offset by any compensation which Employee may
receive from future employment.


(d)                                  Payment
Obligations Absolute.  Benchmark’s
obligation to pay or cause to be paid to Employee the benefits and to make the
arrangements provided in this Section 3 shall be absolute and unconditional and
shall not be affected by any circumstances, including, without limitation, any
setoff, counterclaim, recoupment, defense or other right, which Benchmark may
have against Employee or anyone else. 
All amounts payable by or on behalf of Benchmark hereunder shall be paid
without notice or demand.  Each and every
payment made hereunder by or on behalf of Benchmark shall be final and
Benchmark and its subsidiaries shall not, for any reason whatsoever, seek to
recover all or any part of such payment from Employee or from whomever shall be
entitled thereto.


4.                                      Conditions
to the Obligations of Benchmark. 
Benchmark shall have no obligation to provide or cause to be provided to
Employee the rights and benefits described in Section 3 hereof if either of the
following events shall occur:


(a)                                  Termination
for Cause.  Benchmark or its
subsidiaries shall terminate Employee’s employment for “cause.”  For
purposes of this Agreement, the parties agree that the phrase “for cause”
should be interpreted in the context of an employment arrangement for an
executive with unique responsibilities to participate in the execution of the
business plan adopted by Benchmark’s Board of Directors.  Accordingly, the term “for cause” includes
(i) acts of dishonesty; (ii) knowing violations of any written policy of
Company or applicable to Benchmark’s operations; (iii) violations of applicable
laws, rules or regulations that expose Company to damages or liability; (iv)
breach of fiduciary duty; and (v) failure to fulfill assigned responsibilities
to achieve the earnings, revenue or profitability targets established by the
Board of Directors.



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(b)                                  Resignation
as Director.  Employee shall,
promptly after Termination and upon receiving a written request to do so,
resign as a director and/or officer of each subsidiary and affiliate of
Benchmark of which Employee is then serving as a director and/or officer.


5.                                      Confidentiality;
Non-Solicitation; Cooperation.


(a)                                  Confidentiality.  Employee agrees that at all times following
Termination, Employee will not, without the prior written consent of Benchmark,
disclose to any person, firm or corporation any confidential information of
Benchmark or its subsidiaries which is now known to Employee or which hereafter
may become known to Employee as a result of Employee’s employment or
association with Benchmark and which could be helpful to a competitor, unless
such disclosure is required under the terms of a valid and effective subpoena
or order issued by a court or governmental body; provided, however,
that the foregoing shall not apply to confidential information which becomes
publicly disseminated by means other than a breach of this Agreement.


(b)                                  Non-Solicitation.  Employee agrees that for a period of three
years following the date of Termination (or until Employee’s Normal Retirement
Date, whichever is sooner) Employee will not induce, either directly or
indirectly, any employee of senior to manager level of Benchmark or any of its
subsidiaries to terminate his or her employment.


(c)                                  Cooperation.  Employee agrees that, at all times following
Termination, Employee will furnish such information and render such assistance
and cooperation as may reasonably be requested in connection with any
litigation or legal proceedings concerning Benchmark or any of its subsidiaries
(other than any legal proceedings concerning Employee’s employment).  In connection with such cooperation,
Benchmark will pay or reimburse Employee for reasonable expenses.


(d)                                  Remedies
for Breach.  It is recognized that
damages in the event of breach of this Section 5 by Employee would be
difficult, if not impossible, to ascertain, and it is therefore agreed that
Benchmark, in addition to and without limiting any other remedy or right it may
have, shall have the right to an injunction or other equitable relief in any
court of competent jurisdiction, enjoining any such breach, and Employee hereby
waives any and all defenses Employee may have on the ground of lack of jurisdiction
or competence of the court to grant such an injunction or other equitable
relief.  The existence of this right
shall not preclude Benchmark from pursuing any other rights and remedies at law
or in equity which Benchmark may have.


6.                                      Term
of Agreement.  This Agreement shall
terminate on December 31, 2002; provided, however, that this
Agreement shall automatically renew for successive one-year terms



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unless Benchmark notifies Employee in writing at least
30 days prior to an expiration date that it does not desire to renew the
Agreement for an additional term.  This
Agreement shall also terminate if and when the management of Benchmark
determines that Employee is no longer a key employee for purposes of being a
party to a severance agreement with Benchmark and so notifies Employee in
writing.  The preceding provisions of
this Section 6 to the contrary notwithstanding, this Agreement shall not
terminate (i) within three years after a Change of Control or (ii) during any
period of time when Benchmark has reason to believe that any third person has
begun a tender or exchange offer, circulated a proxy to stockholders, or taken
other steps or formulated plans to effect a Change of Control, such period of
time to end when, in the opinion of the Executive Compensation Committee, the
third person has abandoned or terminated his efforts or plans to effect a
Change of Control.


7.                                      Arbitration.  It is the mutual intention of the parties
to have any dispute concerning this Agreement resolved out of court.  Accordingly, the parties agree that any claim
or controversy of whatever nature arising from or relating in any way to this
Agreement or the employment of the Employee by the Company, and any continuing
obligations under this Agreement, including disputes arising under the common
law or federal or state statutes, laws or regulations and disputes with respect
to the arbitrability of any claim or controversy, shall be resolved exclusively
by final and binding arbitration before a single experienced employment
arbitrator selected in accordance with the Employment Dispute Resolution (“EDR”)
Rules of the American Arbitration Association (“AAA”).  The arbitration will be conducted pursuant to
the EDR Rules of the AAA, and the arbitrator shall have full authority to award
or grant all remedies provided by law. 
The judgment upon the award may be enforced by any court having
jurisdiction thereof.  Benchmark shall
pay for the fees of the arbitrator and the administrative and filing fees
charged by the AAA.


8.                                      Expenses.  Benchmark shall pay or reimburse Employee for
all costs and expenses, including, without limitation, attorneys’ fees,
incurred by Employee as a result of any arbitration proceeding (including an
arbitration claim or proceeding by Employee against Benchmark) arising out of,
or challenging the validity or enforceability of, this Agreement or any
provision hereof.


9.                                      Miscellaneous.


(a)                                  Assignment.  No right, benefit or interest hereunder shall
be subject to assignment, anticipation, alienation, sale, encumbrance, charge,
pledge, hypothecation or set-off in respect of any claim, debt or obligation,
or to execution, attachment, levy or similar process; provided, however,
that Employee may assign any right, benefit or interest hereunder if such
assignment is permitted under the terms of any plan or policy of insurance or
annuity contract governing such right, benefit or interest.



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(b)                                  Construction
of Agreement.  Nothing in this
Agreement shall be construed to amend any provision of any plan or policy of
Benchmark and its subsidiaries.  This
Agreement is not, and nothing herein shall be deemed to create, a commitment of
continued employment of Employee by Benchmark or any of its subsidiaries.


(c)                                  Amendment.  This Agreement may not be amended, modified
or canceled except by written agreement of the parties.


(d)                                  Waiver.  No provision of this Agreement may be waived
except by a writing signed by the party to be bound thereby.


Employee may at any time
or from time to time waive any or all of the rights and benefits provided for
herein which have not been received by Employee at the time of such
waiver.  In addition, prior to the last
day of the calendar year in which Employee’s Termination occurs, Employee may
waive any or all rights and benefits provided for herein which have been received
by Employee; provided that prior to the end of such year Employee repays to
Benchmark (or, if the benefit was received from an employee benefit plan trust,
to such trust) the amount of the benefit received together with interest
thereon at the minimum rate required to avoid imputed income.  Any waiver of benefits pursuant to this
paragraph shall be irrevocable.  If
Employee waives a right or benefit provided for herein and such waiver is
determined by the Internal Revenue Service not to be effective, Benchmark shall
indemnify Employee for any federal income and excise taxes Employee incurs as a
result of that determination, so as to put Employee in the position Employee
would have been in had the waiver been given effect.


(e)                                  Severability.  In the event that any provision or portion of
this Agreement shall be determined to be invalid or unenforceable for any
reason, the remaining provisions of this Agreement shall remain in full force
and effect to the fullest extent permitted by law.


(f)                                    Successors. This Agreement shall be binding upon and
inure to the benefit of Employee and Employee’s personal representative and
heirs, and Benchmark and any successor organization or organizations which
shall succeed to substantially all of the business and property of Benchmark,
whether by means of merger, consolidation, acquisition of substantially all of
the assets of Benchmark or otherwise, including by operation of law.


(g)                                 Taxes.  Any payment or delivery required under this
Agreement shall be subject to all requirements of the law with regard to
withholding of taxes, filing, making of reports and the like, and Benchmark
shall use its best efforts to satisfy promptly all such requirements.



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(h)                                 Definition
of Change of Control.  For purposes
of this Agreement, “Change of Control” shall mean:


1.                                       The
acquisition by any individual, entity or group of 20% or more of either (i) the
then outstanding shares of common stock of Benchmark (the “Outstanding Common
Stock”) or (ii) the combined voting power of the then outstanding voting
securities of Benchmark entitled to vote generally in the election of directors
(the “Outstanding Voting Securities”); provided, however, that for purposes of
this subsection A, the following acquisitions shall not constitute a Change of
Control: (i) any acquisition directly from Benchmark, (ii) any acquisition by
Benchmark, (iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by Benchmark or any corporation controlled by
Benchmark or (iv) any acquisition by any corporation pursuant to a transaction
which complies with clauses (i), (ii) and (iii) of subsection (h)(3); or


2.                                       Individuals
who, as of the date hereof, constitute the Board of Directors (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board of
Directors; provided, however that any individual becoming a director subsequent
to the date hereof whose election, or nomination for election by Benchmark’s
shareholders, was approved by a vote of at least majority of the directors then
comprising the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual
or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board of Directors; or


3.                                       Consummation
of a reorganization, merger or consolidation or sale or other disposition of
all or substantially all of the assets of Benchmark (a “Business Combination”),
in each case, unless, following such Business Combination, (i) all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Common Stock and Outstanding Voting
Securities immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of, respectively, the then outstanding
voting shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns Benchmark or all or substantially all of Benchmark’s
assets either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such Business
Combination, or the Outstanding Common Stock and Outstanding Voting Securities,
as the case may be, (ii) no Person (excluding any corporation resulting from
such Business Combination or any employee benefit plan (or related trust) of
Benchmark or such corporation resulting from



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such Business Combination) beneficially owns, directly
or indirectly, 20% or more of, respectively, the then outstanding shares of
common stock of the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to the
Business Combination and (iii) at least a majority of the members of the board
of directors of the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board of Directors, providing for such
Business Combination.


4.                                       Sections
(h)(1-3) shall be interpreted in accordance with the provisions of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and in accordance with the meaning of Rule 13(d)-3 promulgated under the
Exchange Act.


(i)                                    Governing
Law.  Except to the extent that
federal law controls, this Agreement shall be governed and construed in
accordance with the laws of the State of Texas.


(j)                                    Entire
Agreement.  This Agreement sets forth
the entire agreement and understanding of the parties hereto with respect to the
matters covered hereby, and incorporates into one document any previous
severance agreement executed by the parties and all amendments thereto as of
the date hereof.


IN WITNESS WHEREOF, the
parties have executed this Agreement as of, August 27, 2002.


	
  

  	
  BENCHMARK ELECTRONICS, INC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cary Fu

  
	
   

  	
  Cary T. Fu

  
	
   

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Donald Adam

  
	
   

  	
  Signature of
  Employee

  
			



 



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