EMPLOYMENT AGREEMENT


This Employment
Agreement, dated as of December 1, 2016 (“Agreement”), is
hereby entered into by and between Paul J. Tufano (“Employee”) and
Benchmark Electronics, Inc., a Texas corporation (“Company”). 


RECITALS


In connection
with Employee’s appointment by Company as its President and Chief Executive
Officer, Employee and Company desire to enter into an employment agreement with
the terms and conditions set forth herein.


AGREEMENT


In consideration
of the mutual covenants and conditions contained herein, the parties
hereto agree as follows:


Section 1.  Employment.   Company hereby
agrees to employ Employee, and Employee hereby accepts employment by Company,
upon the terms and subject to the conditions hereinafter set forth.  During the
term of his employment, Employee shall have the title of President and Chief
Executive Officer of Company.


Section 2.  Duties.   In his capacity as
President and Chief Executive Officer of Company, Employee shall perform such
reasonable executive duties as the President and Chief Executive Officer of a
public company of the size and scope of Company would normally perform or as
otherwise specified in the Bylaws of Company, and such other reasonable
executive duties as the Board of Directors of Company (the “Board”) may
from time to time reasonably prescribe with the concurrence of Employee. 
Employee shall report directly and solely to the Chairman of the Board and
collectively to the Board.  It is the intention of the parties hereto that
Employee shall continue to serve on the Board during the Employment Term (as
defined in Section 3 below).  Except as otherwise provided herein,
except as may otherwise be approved by the Board, and except during vacation
periods and reasonable periods due to sickness, personal injury or other disability,
Employee agrees to devote substantially all of his available time to the
performance of his duties to Company hereunder, provided  that nothing
contained herein shall preclude Employee from (i) serving on the board of
directors of, or as an advisor to, any business or corporation on which he is
serving on the date hereof or, with the consent of the Board, serving on the
board of directors of any other business or corporation, (ii) serving on the
board of, or working for, any charitable or community organization, and (iii)
pursuing his personal financial and legal affairs, so long as such activities
do not materially interfere with the performance of Employee’s duties
hereunder.   Notwithstanding clause (i) in the previous sentence, (A) the Board
reserves the right to review and approve continuation in any existing or other
board or advisory services at any time during the Employment Term, and (B)
Employee shall immediately notify the Board in the event that any of the
activities set forth in the immediately previous sentence materially interfere
with the performance of Employee’s duties hereunder.


 




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Section 3.  Term. 
Except as otherwise provided herein, the term of this Agreement shall commence
on December 1, 2016 (the “Effective Date”) and shall end on December 31,
2018 (the “Initial Term”).  This Agreement shall be subject to a single,
one-year extension option exercisable by the Board with advance written notice
provided to Employee not later than 60 days prior to
the expiration of the Initial Term, and, upon acceptance by Employee, the term
of this Agreement shall automatically be extended until December 31, 2019.  If
either the Board does not provide such advance written notice pursuant to this Section
3 of its desire to extend the term of this Agreement, or Employee rejects
the one-year extension option offered by the Board, this Agreement shall
automatically terminate at the end of the Initial Term.  The parties hereto
agree that the failure to renew by Company at the expiration of the Initial
Term or any future expiry of the Agreement shall not be considered a
termination of Employee without Cause hereunder, nor shall it otherwise trigger
the payment of any severance or other payments or benefits to Employee (other
than any rights Employee would have under COBRA).  The Initial Term, as the
same may be extended by the one-year extension option, is referred to herein as
the “Employment Term.”  The provisions of this Agreement shall survive
any termination hereof.


Section 4.  Compensation and Benefits. 
In consideration for the services of Employee hereunder during the Employment
Term, Company shall compensate Employee and perform its other obligations as
provided in this Section 4. 


(a)  Base Salary.  Commencing on the
Effective Date, Employee shall be entitled to receive, and Company shall pay
Employee in equal bi-weekly installments, a base salary at a rate per annum of
One Million Dollars ($1,000,000.00) as increased from time to time by
the Compensation Committee of the Board (the “Compensation Committee”). 
The annualized amount of such base salary for each respective annual one-year
period, including any increases hereafter approved, is referred to as the “Base
Salary” for such respective one-year period.


(b)  Bonus.  During the Employment Term,
Employee shall be eligible to participate in any annual fiscal year bonus plan
that may be provided by Company for its key executive employees, as adopted by
the Compensation Committee, subject to the terms and conditions of any such
bonus plan (the “Executive Bonus Plan”).  For each
fiscal year during Employee’s employment,  Employee’s target bonus
opportunity under the Executive Bonus Plan shall be 115% of Base Salary
if the specified performance objectives are attained for such year, with a
maximum bonus opportunity of 230% of Base Salary if the foregoing performance
objectives are exceeded by predetermined amounts;
provided, however, that such bonus will be prorated in 2016 to reflect
Employee’s start date of September 16, 2016, and no
bonus will be payable in any given year if not earned.  The terms and measures for earning Employee’s annual incentive bonus will be
those Company performance metrics established by the Compensation Committee,
plus any additional measures deemed important by the Compensation Committee for
the President and Chief Executive Officer’s position,
in all cases determined and communicated to Employee as soon as practicable after
the beginning, and in any event no later than the end of the first quarter, of
the applicable fiscal year.  All bonuses payable to Employee under the
Executive Bonus Plan in effect from time to 




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time shall
be determined and paid on or prior to March 15 of the year following the year
for which such bonus is earned and payable.


(c)  Other Long Term Incentive Compensation. 
Employee shall be entitled to participate in all long-term incentive
compensation programs for key executives (if any) at a level commensurate with
his position.


(d)  Other Benefits.  During the Employment
Term, Employee shall be entitled to participate in and receive benefits under
any and all pension, deferred compensation, profit-sharing, life and other
insurance, medical, dental, health and other welfare and fringe benefit plans
and programs, and be provided any and all other perquisites, that are from time
to time made available to executive employees or other employees of Company. 
Employee’s participation in any employee benefit plan or program will be
subject to the provisions, rules, and regulations of, or applicable to, the
plan or program.  Company provides no assurance as to the adoption or
continuation of any particular employee benefit plan or program.  Employee
shall also be entitled to an amount of paid vacation per calendar year, and
sick leave and illness and disability benefits, in accordance with such
reasonable Company policy as may be applicable from time to time to executive
employees.


(e)  No Further Director’s Fees.  During the
Employment Term, Employee shall not serve as an “outside” director of Company,
and will, as of September 16, 2016, no longer be eligible to receive fees,
equity grants or other compensation paid to Company’s non-employee directors
for his service on the Board during the Employment Term; provided, however,
that all existing director equity grants that have been made to Employee prior
to the Effective Date that remain outstanding as of the Effective Date shall
continue to vest during the Employment Term. 


(f)  Office/Administrative Support.  
Employee will be provided with an executive office at Company’s headquarters
and administrative support commensurate with his position as President and
Chief Executive Officer of Company.


(g)  Compensation Recovery Policy.  To the
extent that any compensation paid or payable pursuant to this Agreement is
considered “incentive-based compensation” within the meaning and subject to the
requirements of Section 10D of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), such compensation shall be subject to
potential forfeiture or recovery by Company in accordance with any compensation
recovery policy adopted by the Board or any committee thereof in response to
the requirements of Section 10D of the Exchange Act and any implementing
rules and regulations thereunder adopted by the Securities and Exchange
Commission or any national securities exchange on which Company’s common stock
is then listed.  This Agreement may be unilaterally amended by Company to
comply with any such compensation recovery policy.


(h)  Equity Awards.  The Compensation
Committee has awarded to Employee a grant of restricted stock units scheduled
to vest in two equal installments based on Employee’s continued service under
this Agreement through December 31, 2017 and 




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December
31, 2018, respectively, and will make a grant of performance stock units in March
2017 with a grant date fair value of $1,800,000, with
vesting based on a single two-year performance
period ending on December 31, 2018.  The actual award agreements between
Employee and Company governing the grants of the restricted stock units and the
performance stock units shall control and address all provisions in respect of
such equity awards, and the Compensation Committee will specify all terms and
conditions of these awards, including the applicable performance-based vesting
conditions to be satisfied (such award agreements, the “Award Agreements”);
provided, however, that the parties hereto agree that in the
event of Employee’s death or Disability (as defined in Section 6(a) of
this Agreement) during the Employment Term, all of Employee’s outstanding
equity awards will immediately vest, and any applicable performance criteria
applicable thereto will be deemed satisfied at target level notwithstanding any
contrary provisions set forth in the Award Agreements.  Following the foregoing
awards, Company shall make equity grants to
Employee that are commensurate with Employee’s role, which grants will be
concurrent with Company’s normal grant cycle beginning in 2018. 


Section 5.  Expenses and Other
Employment-Related Matters.  It is acknowledged by the parties that
Employee, in connection with the services to be performed by him pursuant to
the terms of this Agreement, will be required to make payments for travel,
entertainment and similar expenses.  Company shall reimburse Employee for all
reasonable expenses incurred by Employee in connection with the performance of
his duties hereunder or otherwise on behalf of Company, upon presentation of
expense statements or vouchers and such other information as Company may
reasonably require in accordance with Company’s business expense reimbursement
policies as in effect from time to time.  In addition, Company will reimburse
Employee’s reasonable travel expenses, which may include first-class or
business-class travel as appropriate, to and from his current residences to the
greater Houston metro area, along with any associated expenses including
temporary lodging expenses and car rentals in the greater Houston metro area,
in furtherance of Employee’s performance of his services under this Agreement. 
In lieu of temporary lodging, Company may elect to provide Employee with corporate
temporary housing during the Employment Term.  Employee shall also be entitled
to reimbursement of reasonable outside legal expenses in connection with the
drafting and negotiation of this Agreement.


Section 6.  Termination.  Employee’s
employment may terminate prior to the end of the Employment Term as provided in
this Section 6.  The date upon which Employee’s termination of
employment with Company occurs is the “Termination Date.”  For purposes
of Sections 6(c) and 6(d)  of this Agreement only, with respect to
the timing of any payments thereunder, the Termination Date shall mean the date
on which a “separation from service” has occurred for purposes of
Section 409A of the Internal Revenue Code of 1986, as amended (“Code”),
and the regulations and guidance thereunder.  Upon any termination of
employment hereunder, Employee hereby agrees to immediately tender his
resignation from the Board, which resignation shall not be effective until and
unless accepted by the Board.


 




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(a)  Death or
Disability.  Employee’s employment will terminate (x) immediately upon
the death of Employee during the Employment Term hereunder or (y) at the option
of Company, upon 30 days’ prior written notice to Employee and/or his appointed
guardians or representatives, in the event of Employee’s Disability,
as hereinafter defined.  Employee shall not be deemed disabled unless, as a
result of Employee’s incapacity due to physical or mental illness (as
determined by a physician selected by the Employer or its insurers and
reasonably acceptable to Employee or his representative), Employee shall have
been absent from and unable to perform the essential duties
of his position, even with reasonable
accommodation, on a full-time basis for 120 consecutive business days (“Disability”). 
In the event of termination of Employee’s employment pursuant to this Section
6(a): 


1. 
Company shall immediately pay Employee (or his estate) (i) any portion
of Employee’s Base Salary accrued but unpaid through the Termination Date and
(ii) all payments and reimbursements under Section 5 hereof for expenses
incurred prior to such termination.


2. 
Employee (or his estate) shall be entitled to receive all vested
benefits under Company’s otherwise applicable plans and programs.


3.  Employee shall be entitled to the benefits set
forth in the proviso in Section 4(h), above, with respect to restricted stock
units.


4.  If Employee is eligible for and properly elects to
continue Employee’s (or his dependents’) group health insurance coverage, as in
place immediately prior to the Termination Date, Company shall pay for the
portion of the premium costs for such coverage that Company would pay if
Employee remained employed by Company, at the same level of coverage that was
in effect as of the Termination Date, for a period of 18 consecutive months
after the Termination Date, provided  that such benefits continuation will
cease if and to the extent Employee becomes eligible for similar benefits by
reason of new employment or Employee otherwise is no longer eligible for
continuation coverage pursuant to applicable laws and plans.


(b)  For Cause.  Company may terminate
Employee’s employment for Cause (as defined below) upon written notice by
Company to Employee, such Termination Date to be determined in accordance with
the last paragraph of this Section 6(b) below.  In the event of
termination of Employee’s employment for Cause pursuant to this Section 6(b),
then Company shall immediately pay Employee only the following: (i) any portion
of Employee’s Base Salary accrued but unpaid through the Termination Date, including any accrued but unused vacation, sick leave or
other paid time off benefits, (ii) all payments and reimbursement under
Section 5 hereof for expenses incurred prior to such termination and (iii) all vested benefits under Company’s otherwise
applicable plans and programs.


For purposes of
this Agreement, the term “Cause” shall mean Employee’s (i) willful misconduct in the performance of his duties
with Company, which willful 




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misconduct
results in a material adverse effect on Company, provided  that no such willful misconduct will constitute “Cause” if it
relates to an action taken or omitted by Employee in the good faith, reasonable
belief that such action or omission was in or not opposed to the best interests
of Company; (ii) habitual neglect or disregard of his duties with Company that
is materially and demonstrably injurious to Company, after written notice from
Company stating with reasonable specificity the
duties Employee has failed to perform; (iii) engaging in willful misconduct that harms the
reputation of Company, provided  that no such willful misconduct will
constitute “Cause” if it relates to an action taken or omitted by Employee in
the good faith, reasonable belief that such action or omission was in or not
opposed to the best interests of Company; (iv) 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) conviction of a
felony, provided  that no such conviction will constitute “Cause” if it
relates to an action determined by the Board, in its sole discretion, to have
been taken or omitted by Employee in the good faith, reasonable belief that
such action or omission was in or not opposed to the best interest of Company. 
Employee’s employment may not and shall not be terminated for Cause unless the
(1) Board provides Employee with written notice stating the conduct alleged to
give rise to such Cause, (2) Employee has been given an opportunity to be heard
by the Board, (3) in the case of clause (i) or (ii) of the definition of Cause,
Employee has been given a reasonable time to cure, and Employee has not cured
such negligence or failure to the reasonable satisfaction of the Board, and (4)
the Board has approved such termination by majority vote of the members of the
Board, excluding Employee.


(c)  By Company Without Cause.  Company may
terminate Employee’s employment at any time for any reason without Cause.  In
the event of any termination of Employee’s employment by Company without Cause
pursuant to this Section 6(c): 


1. 
Company shall immediately pay Employee (i) any portion of Employee’s
Base Salary accrued but unpaid through the Termination Date and (ii) all
payments and reimbursement under Section 5 hereof for expenses incurred
prior to such termination.


2. 
Employee shall be entitled to receive all vested benefits under
Company’s otherwise applicable plans and programs.


3. 
Subject to Employee satisfying the conditions in Section 6(f),
Company shall (i) pay Employee severance pay equal to the lesser of (x) and
(y), where (x) equals two times the sum of (A) the Base Salary at the
Termination Date plus (B) the greater of Employee’s target bonus under the
Executive Bonus Plan in effect for the year in which the Termination Date
occurs or the last annual cash bonus actually paid to Employee prior to the
Termination Date (the amount described in clauses (A) plus (B), the “Total
Cash Amount”), and (y) equals two times the Total Cash Amount multiplied by
a fraction, the numerator of which is the number of days remaining in the
Initial Term following the Termination Date (if any) and the denominator of
which is 365; and (ii) provide Employee with pro-




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rata
vesting of all service or time-based unvested restricted stock units held by
Employee on the Termination Date, based on the number of days Employee was
employed by Company under this Agreement prior to such Termination Date over
the total number of days in the Initial Term, and all unvested performance-based
equity compensation held by Employee shall be forfeited.  The severance pay
described in clause (i) in the previous sentence, less applicable withholdings,
shall be payable to Employee in a lump sum 60 calendar days after the
Termination Date.  Employee shall have no obligation of mitigation or similar
obligation with respect to such payment.  In addition, if (and only if) the
Termination Date in respect of Employee’s termination without Cause or
Termination for Good Reason (as defined below) occurs within the three months
immediately preceding or the 24 months immediately following a Change in
Control (as defined below), then Employee shall receive all of the benefits set
forth above at the same time and in the same manner of payment described in
this Section 6(c)(3), provided  that (1) in lieu of the amount
described in clause (i) above, Employee shall receive an amount equal to three
times the Total Cash Amount, and (2) in lieu of the benefits described in
clause (ii) above, Employee shall receive immediate vesting of all of
Employee’s unvested restricted stock units then outstanding, and immediate
vesting of all of Employee’s unvested performance stock units, which vesting
shall be based on performance actually achieved as measured against the
performance stock unit criteria through the Termination Date. 


4. 
Subject to Employee satisfying the conditions in Section 6(f), if
Employee is eligible for and properly elects to continue Employee’s (or his
dependents’) group health insurance coverage, as in place immediately prior to
the Termination Date, Company shall pay for the portion of the premium costs
for such coverage that Company would pay if Employee remained employed by
Company, at the same level of coverage that was in effect as of the Termination
Date, for a period of 18 consecutive months after the Termination Date, provided 
that such benefits continuation will cease if and to the extent Employee
becomes eligible for similar benefits by reason of new employment or Employee
otherwise is no longer eligible for continuation coverage pursuant to
applicable laws and plans.


(d)  By Employee for Good Reason.  Employee
may terminate his employment at any time for Good Reason (as defined below). 
In the event of any termination of Employee’s employment by Employee for Good
Reason pursuant to this Section 6(d), Employee shall receive all
payments and benefits described in Section 6(c), and Employee and
Company shall be subject to all obligations and conditions set forth in Section
6(c) in respect of a Good Reason termination by Employee (including,
without limitation, in respect of Employee satisfying the conditions in Section
6(f) as they relate to the specified provisions of Section 6(c),
Company satisfying the obligations in respect of the Award Agreements, and the
additional payments required in the event of Employee’s termination of
employment for Good Reason during the three months immediately preceding or the
24 months immediately following a Change in Control).  For purposes of this
Agreement, “Good Reason” means the occurrence of any of the following
events without Employee’s consent: (A) a material diminution of Employee’s 




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title, duties or
responsibilities or change of such title, duties or
responsibilities to, or addition of title, duties and responsibilities of,
those inconsistent with his positions as President and Chief Executive Officer,
(B) a reduction in Employee’s Base Salary or annual bonus or long-term
incentive compensation opportunity, or (C) a material breach by Company of any
provision of this Agreement; provided, however, that the
occurrence of any of the events described in clauses (A) through (C) above will
not constitute Good Reason unless (i) Employee gives Company written notice
within 60 days after the initial occurrence of any of such event that Employee
believes that such event constitutes Good Reason and, (ii) Company thereafter
fails to cure any such event within 30 days after receipt of such notice, and
(iii) Employee’s Termination Date as a result of such event occurs within 180
days after the initial occurrence of such event.


(e)  By Employee Without Good Reason. 
Employee may terminate his employment at any time without Good Reason upon 30
days’ prior written notice to Company.  In the event of any such termination of
Employee’s employment by Employee without Good Reason pursuant to this Section
6(e), only the following shall be payable to Employee:


1. 
Company shall immediately pay Employee (i) any portion of Employee’s
Base Salary accrued but unpaid through the Termination Date and (ii) all
payments and reimbursements under Section 5 hereof for expenses incurred
prior to such termination.


2. 
Employee shall be entitled to receive all vested benefits under
Company’s otherwise applicable plans and programs.


(f)  Conditions For Severance and Benefits
Continuation Payments.  Notwithstanding anything above to the contrary, any
obligation of Company to provide the severance or benefits continuation
payments under Sections 6(c)(3) and 6(c)(4)  (and the
corresponding payments under Sections 6(d)) above shall be contingent
upon (1) Employee executing a general release in a form attached
hereto as Exhibit A and such release becoming irrevocable prior to
the 60th calendar day after the Termination Date, and (2) Employee strictly
complying with the terms of this Agreement, the Confidentiality Agreement
(defined below) and any other written agreements between Company and Employee,
including without limitation Employee’s compliance with the obligations under Sections
8 and 9  below that survive the termination of Employee’s employment.


(g)  Parachute Payment Restrictions.  If any
payment or benefit to be paid or provided to Employee under this Agreement,
taken together with any payments or benefits otherwise paid or provided to
Employee by Company or any corporation that is a member of an “affiliated
group” (as defined in Section 1504 of the Code without regard to Section
1504(b) of the Code) of which Company is a member (the “other arrangements”),
would collectively constitute a “parachute payment” (as defined in Section
280G(b)(2) of the Code), and if the net after-tax amount of such parachute
payment to Employee is less than what the net after-tax amount to Employee
would be if the aggregate payments and benefits otherwise constituting the
parachute payment were 




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limited to three times
Employee’s “base amount” (as defined in Section 280G(b)(3) of the Code) less
$1.00, then the aggregate payments and benefits otherwise constituting the
parachute payment shall be reduced to an amount that shall equal three times
Employee’s base amount, less $1.00.  Should such a reduction in payments and
benefits be required, Employee shall be entitled, subject to the following
sentence, to designate those payments and benefits under this Agreement or the
other arrangements that will be reduced or eliminated so as to achieve the
specified reduction in aggregate payments and benefits to Employee and avoid
characterization of such aggregate payments and benefits as a parachute
payment.  Company will provide Employee with all information reasonably
requested by Employee to permit Employee to make such designation.  To the
extent that Employee’s ability to make such a designation would cause any of
the payments and benefits to become subject to any additional tax under Code
Section 409A, or if Employee fails to make such a designation within 10
business days of receiving the requested information from Company, then Company
shall achieve the necessary reduction in such payments and benefits by first
reducing or eliminating the portion of the payments and benefits that are
payable in cash and then by reducing or eliminating the non-cash portion of the
payments and benefits, in each case in reverse order beginning with payments
and benefits which are to be paid or provided the furthest in time from the
date of Company’s determination.  For purposes of this Section 6(g), a
net after-tax amount shall be determined by taking into account all applicable
income, excise and employment taxes, whether imposed at the federal, state or
local level, including the excise tax imposed under Section 4999 of the Code.


Section 7.  Change in Control.  For
purposes of this Agreement, (1) the term “Person” means any individual,
corporation, partnership, trust, company, business, firm, association,
organization, governmental instrumentality, other entity, syndicate or group,
(2) the term “Voting Securities” shall mean, as to any Person, the
then-outstanding securities of or other interests in such Person entitled to
vote generally in the election of directors, trustees or similar managers of
such Person, (3) the term “Affiliate” means any entity that, directly or
indirectly, is controlled by, controls or is under common control with, Company
or any entity in which Company has a significant equity interest, and (4) the
term “Change in Control” shall mean the occurrence of any of the
following events:


(a)  during any period of 24 consecutive calendar
months, individuals who were Directors of Company on the first day of such
period (the “Incumbent Directors”) cease for any reason to constitute a
majority of Company’s Board; provided, however, that any individual
becoming a Director subsequent to the first day of such period whose election,
or nomination for election, by Company’s shareholders was approved by a vote of
at least a majority of the Incumbent Directors shall be considered as though
such individual were an Incumbent Director, but excluding, for purposes of this
proviso, any such individual whose initial assumption of office occurs as a
result of an actual or threatened proxy contest with respect to election or
removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person, in each case, other than the management
of Company or the Board;


(b)  the consummation of a merger, consolidation,
statutory share exchange or similar form of corporate transaction involving (x)
Company or (y) any of its 




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subsidiaries, but in the case
of this clause (y) only if Company Voting Securities are issued or issuable, or
the sale or other disposition of all or substantially all the assets of Company
to a Person that is not an Affiliate (each of the foregoing events being
hereinafter referred to as a “Reorganization”), in each case, unless,
immediately following such Reorganization, (i) all or substantially all the Persons
who were the “beneficial owners” (as such term is defined in Rule 13d-3 under
the Exchange Act (or a successor rule thereto)) of Company Voting Securities
outstanding immediately prior to the consummation of such Reorganization
continue to beneficially own, directly or indirectly, more than 50% of the
combined voting power of the then outstanding Voting Securities of the
corporation or other entity resulting from such Reorganization
(including, without limitation, a corporation that, as a result of such
transaction, owns Company or all or substantially all Company’s assets either
directly or through one or more subsidiaries) (the “Continuing Company”)
in substantially the same proportions as their ownership, immediately prior to
the consummation of such Reorganization, of the outstanding Company Voting
Securities (excluding, for purposes of determining such proportions, any
outstanding voting securities of the Continuing Company that such beneficial
owners hold immediately following the consummation of the Reorganization as a
result of their ownership prior to such consummation of voting securities of
any corporation or other entity involved in or forming part of such
Reorganization other than Company), (ii) no Person (excluding any employee
benefit plan (or related trust) sponsored or maintained by the Continuing
Company or any corporation controlled by the Continuing Company) beneficially
owns, directly or indirectly, 50% or more of the combined voting power of the
then outstanding voting securities of the Continuing Company and (iii) at least
a majority of the members of the board of directors of the Continuing Company
(or equivalent body) were Incumbent Directors at the time of the execution of
the definitive agreement providing for such Reorganization or, in the absence
of such an agreement, at the time at which approval of the Board was obtained
for such Reorganization;


(c)  the shareholders of Company approve a plan of
complete liquidation or dissolution of Company unless such liquidation or
dissolution is part of a transaction or series of transactions described in
paragraph (b) above that does not otherwise constitute a Change in Control; or


(d)  any Person (other than (A) Company, (B) any
trustee or other fiduciary holding securities under an employee benefit plan of
Company or an Affiliate or (C) any company owned, directly or indirectly, by
the shareholders of Company in substantially the same proportions as their
ownership of the voting power of Company Voting Securities) becomes the
beneficial owner, directly or indirectly, of securities of Company representing
50% or more of the combined voting power of Company Voting Securities; provided,
however, that for purposes of this paragraph (d), the following
acquisitions shall not constitute a Change in Control: (i) any acquisition
directly from Company, (ii) any acquisition by an underwriter temporarily
holding such Company Voting Securities pursuant to an offering of such
securities or (iii) any acquisition pursuant to a Reorganization that does not
constitute a Change in Control for purposes of paragraph (b) above.


 




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Section 8.  Confidential
Information.  Employee recognizes and acknowledges that certain
proprietary, non-public information owned by Company and its affiliates,
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 Company and its affiliates. 
Employee will not, during or after his term of employment, without the prior
written consent of a member of the Board believed by Employee to have been
authorized by the Board for such purpose, knowingly and intentionally disclose
any of the Confidential Information obtained by him while in the employ of
Company or during his prior service as a member of the Board to any person,
firm, corporation, association or other entity for any reason or purpose
whatsoever, directly or indirectly (other than to an employee of Company of its
affiliates, a director of Company or its affiliates, or a person to whom
disclosure is necessary or appropriate in Employee’s good faith judgment in
connection with the performance of his duties hereunder or otherwise on behalf
of Company), unless and until such Confidential Information becomes publicly
available (other than as a consequence of the breach by Employee of his
confidentiality obligations under this Section 8), and except as may be
required (or as Employee may be advised by counsel is required) in connection
with any judicial, administrative or other governmental proceeding or inquiry. 
In the event of the termination of his employment, whether voluntary or
involuntary and whether by Company or Employee, Employee will deliver to
Company and will not take with him any documents, or any other reproductions
(in whole or in part) of any items, comprising Confidential Information (except
that Employee may retain his personal address, telephone and other contact
lists and information and any other documents or reproductions retained upon
the advice of counsel).  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 Employee
of his confidentiality obligations under this Section 8, (b) became, is
or becomes available to Employee on a non-confidential basis from a source,
other than Company, that to Employee’s knowledge is not prohibited from
disclosing such information to Employee by a confidentiality obligation owed to
Company or (c) was known to Employee prior to becoming a member of the Board. 
The provisions of this Section 8 shall expire and be of no further force
and effect on the third anniversary of the Termination Date of Employee’s
employment with Company.


Section 9.  Non-Competition,
Non-Solicitation, Non-Disparagement.  During the period of Employee’s
employment with Company pursuant to this Agreement and for a period of two (2)
years thereafter, Employee will not knowingly and intentionally (i) engage,
directly or indirectly, alone or as a partner, officer, director, employee, or
consultant of any other business organization in any business activities that are substantially and
directly competitive with the business activities then conducted by Company
anywhere in the world; it being mutually understood and agreed that customers
or suppliers of the Company who are not also primarily engaged in providing
electronics design, engineering or manufacturing or precision manufacturing
services and who purchase goods or services from, or supply goods or services
to, the Company shall not be deemed to be engaging in business activities that
are substantially and directly competitive with the business activities
conducted by the Company (the “Designated  




11


 












 





Industry”);
(ii) divert to any competitor of Company in the
Designated Industry any customer of Company;
(iii) solicit or encourage any officer, employee, or consultant of Company to
leave its employ for employment by or with any competitor
of Company in the Designated Industry or, on behalf
of herself or any other Person, hire, employ or engage any such person; or (iv)
engage at any time in any form of conduct or make any statements, or direct any
other person or entity to engage in any conduct or make any statements, that
disparage, criticize or otherwise impair the reputation of Company, its
subsidiaries, their products and services, or their past and present officers,
directors, employees and consultants.  The parties hereto
acknowledge that (A) Employee’s non-competition obligations hereunder will not
preclude Employee from (x) owning less than 5% of
the common stock of any publicly traded corporation or other Person conducting
business activities in the Designated Industry or (y) serving as a director of
a corporation or other Person engaged in the manufacturing or electronics
industry whose business operations are not substantially and directly
competitive with those of Company; and (B) the restrictions set forth in clause
(iv) of the preceding sentence shall not apply to any statements by Employee
that are made truthfully in response to a subpoena or as otherwise required by
applicable law or other compulsory legal process.  Company agrees to
direct the members of its Board and executive management team to not engage in
any conduct or to make any statements, or direct any other person to engage in
any conduct or to make any statements, that disparage, criticize or otherwise
impairs the reputation of Employee.


Section 10.  Confidentiality Agreement;
Indemnity Agreement.  Employee and Company are parties to that certain
Confidential Information, Proprietary Rights and Arbitration Agreement dated
September 21, 2016 (the “Confidentiality Agreement”) and that certain
Indemnity Agreement dated as of August 26, 2014.  Employee and Company agree
that, other than the arbitration provisions set forth in the Confidentiality
Agreement, which are expressly superseded hereby, nothing in this Agreement
limits or supersedes any of the provisions contained in the Confidentiality
Agreement or the Indemnity Agreement, all of which remain in full force and
effect between Employee and Company and are hereby reaffirmed in all respects.


Section 11.  Arbitration.   


(a)  Subject Claims; Initiation of Binding
Arbitration.  Company and Employee agree that all (i) disputes and claims
of any nature that Employee may have against Company and any subsidiaries or
affiliates and their officers and employees, including all federal or state
statutory, contractual, and common law claims (including all employment
discrimination claims) arising from, concerning, or relating in any way to our
employment relationship, (ii) all disputes and claims of any nature that
Company may have against Employee, or (iii) any dispute among us about the
arbitrability of any claims or controversy will be resolved out of court.  Any
such claims will be submitted exclusively first to mandatory mediation and, if
mediation is unsuccessful, to mandatory arbitration.


(b)  Arbitration Procedure.  Unless otherwise
agreed in writing by Company and Employee, any arbitration proceeding will be
held in Houston, Texas.  The arbitration 




12


 












 





will be
conducted under the National Rules for the Resolution of Employment Disputes of
the American Arbitration Association (“AAA Rules”).  The claim will be
submitted to a single experienced, neutral employment arbitrator selected in
accordance with the AAA Rules.  The arbitrator shall have full authority to
award or grant all remedies provided by law.  The arbitrator shall have full
authority to permit adequate discovery.  At the conclusion of the arbitration
proceeding, the arbitrator shall issue a written, reasoned award.  The award of
the arbitration shall be final and binding.  A judgment upon the award may be
entered and enforced by any court having jurisdiction.  Each party shall pay
the fees of their respective attorneys, the expenses of their witnesses, and
any other expenses incurred by such party in connection with the arbitration, provided,
however, that Company shall pay for the fees of the arbitrator and the
administrative and filing fees charged by the AAA.  


(c)  Nonjoinder.  In no event may an
arbitrator allow any party to join claims of any other employee in a single
arbitration proceeding without consent of Employee and Company.  In the event
that the dispute or claim involves a written agreement between Employee and
Company (including this Agreement) or a compensation plan, the arbitrator will
have no authority to add to, detract from, or otherwise modify the agreement or
plan provisions other than as expressly set forth in that agreement or plan. 
Should this arbitration agreement conflict with the arbitration provisions of
any other agreement that Employee has with Company, the terms of this agreement
will govern.


(d)  Equitable Relief.  In the event that
irreparable injury could occur during the pendency of a mediation or
arbitration proceeding, to restore or maintain the status quo until the dispute
has been resolved by mediation or arbitration a party may apply to a court of
competent jurisdiction to obtain a temporary or preliminary injunction in aid
of mediation and arbitration.


(e)  Binding Agreement.  Notwithstanding any
policy of Company permitting it to alter its policies, procedures, and the
terms and conditions of employment, this agreement to arbitrate is binding and
cannot be modified or superseded except by a written agreement signed by an
authorized representative of Company and Employee.


Section 12.  General. 


(a)  Notices.  All notices and other
communications hereunder will be in writing, and will be deemed to have been
duly given if delivered personally, or three business days after being mailed
by certified mail, return receipt requested, or upon receipt if sent by written
telecommunications, to the relevant address set forth below, or to such other
address as the recipient of such notice or communication will have specified to
the other party hereto in accordance with this Section 12(a): 


If to Company,
to:






13


 












 





Benchmark
Electronics, Inc. 

3000 Technology Drive 

Angleton, Texas 77515 

Attn:  Corporate Secretary 

Fax No.:  979/848-5269 


If to
Employee, to:


Paul J.
Tufano 

(at Employee’s primary address on the books and records of Company from time to
time)


(b)  Withholding; No Offset.  All payments
required to be made by Company under this Agreement to Employee will be subject
to the withholding of such amounts, if any, relating to federal, state and
local taxes as may be required by law.  No payment under this Agreement will be
subject to offset or reduction attributable to any amount of obligation
Employee may owe or be liable for to Company or any other Person.


(c)  Equitable Remedies.  Each of the parties
hereto acknowledges and agrees that upon any breach by Employee of his
obligations under any of Sections 7 and 8  hereof, Company will
have no adequate remedy at law, and accordingly will be entitled to specific
performance and other appropriate injunctive and equitable relief.


(d)  Severability.  If any provision of this
Agreement is held to be illegal, invalid or unenforceable, such provision will
be fully severable and this Agreement will be construed and enforced as if such
illegal, invalid or unenforceable provision never comprised a part hereof; and
the remaining provisions hereof will remain in full force and effect and will
not be affected by the illegal, invalid or unenforceable provision or by its
severance herefrom.


Furthermore,
in lieu of such illegal, invalid or unenforceable provision, there will be
added automatically as part of this Agreement a provision as similar in its
terms to such illegal, invalid or unenforceable provision as may be possible
and be legal, valid and enforceable.


(e)  Waivers.  No delay or omission by either
party hereto in exercising any right, power or privilege hereunder will impair
such right, power or privilege, nor will any single or partial exercise of any
such right, power or privilege preclude any further exercise of any other
right, power or privilege.


(f)  Counterparts.  This Agreement may be
executed in multiple counterparts, each of which will be deemed an original,
and all of which together will constitute one and the same instrument


(g)  Captions.  The captions in this
Agreement are for convenience of reference only and will not limit or otherwise
affect any of the terms or provisions hereof.


 




14


 












 





(h)  Reference to
Agreement.  Use of the words “herein”, “hereof”, and “hereto” and the like
in this Agreement refer to this Agreement only as a whole and not to any
particular Section, subsection or provision of this Agreement, unless otherwise
noted.  Any reference to a “Section” or “subsection” shall refer to a Section
or subsection of this Agreement, unless otherwise noted.


(i)  Successors and Binding Agreement. 
Company shall require any successor (whether direct or indirect, by purchase,
merger, consolidation, reorganization or otherwise) to all or substantially all
of the business or assets of Company, by agreement in form and substance
satisfactory to Employee, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent Company would be required
to perform if no such succession had taken place.  This Agreement shall be
binding upon and inure to the benefit of Company and any successor to Company,
including without limitation any Persons acquiring directly or indirectly all
or substantially all of the business or assets of Company whether by purchase,
merger, consolidation, reorganization, or otherwise (and such successor shall
thereafter be deemed the “Company” for the purposes of this Agreement), but
shall not otherwise be assignable, transferable or delegable by Company. 
Without limiting the foregoing, the surviving or transferee corporation or
other person in any such transaction (whether by merger, consolidation,
reorganization, transfer of business or assets, or otherwise) shall be subject
to the provisions of Section 7 hereof and shall be deemed to be Company
for purposes of such provisions, regardless of whether such transaction itself
constituted a Change of Control of Company.


(j)  Entire Agreement; Amendments and Waivers. 
This Agreement contains the entire understanding of the parties, and supersedes
all prior agreements and understandings between them, relating to the subject
matter hereof including the Prior Agreement.  This Agreement may not be amended
or modified except by a written instrument hereafter signed by each of the
parties hereto, and may not be waived except by a written instrument hereafter
signed by the party granting such waiver.  Company has not made any promise or
entered into any agreement that is not expressed in this Agreement, and
Employee is not relying upon any statement or representation of any agent of
Company.  In executing this Agreement, Employee is relying solely on his
judgment and has been represented by the legal counsel of his choice in connection
with this Agreement who has read and explained to Employee the entire contents
of this Agreement, as well as explained the legal consequences.  No agreements
or representation, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement.


(k)  Governing Law.  This Agreement and the
performance hereof shall be governed and construed in all respects, including
but not limited to as to validity, interpretation and effect, by the laws of
the State of Arizona, without regard to the
principles or rules of conflict of laws thereof.


(l)  Section 409A.  This Agreement is
intended to satisfy, or be exempt from, the requirements of section 409A of the
Code, including current and future guidance and 




15


 












 





regulations
interpreting such provisions (collectively, “Code Section 409A”), and
should be interpreted accordingly.  Notwithstanding anything to the contrary in
this Agreement, if any amount payable pursuant to this Agreement constitutes a
deferral of compensation subject to Code Section 409A, and if such amount is
payable as a result of Employee’s “separation from service” at such time as
Employee is a “specified employee” (within the meaning of those terms as
defined in Code Section 409A), then no payment shall be made, except as
permitted under Code Section 409A, prior to the first business day after the
date that is six months after Employee’s separation from service.  Except for
any tax amounts withheld by Company from the payments or other consideration
hereunder and any employment taxes required to be paid by Company, Employee
shall be responsible for payment of any and all taxes owed in connection with
the consideration provided for in this Agreement.





 






16


 












 





Executed as
of the date and year first above written.


 


	
  Benchmark Electronics, Inc.

  
	
   

  
	
  By:

  	
  /s/ Scott R.
  Peterson

  
	
   

  	
  Scott R. Peterson

  
	
   

  	
  Vice President & General Counsel

  













 


	
  Employee

  
	
   

  
	
              /s/
  Paul J. Tufano

  
	
   

  
	
   

  December 1, 2016

  






 


 


 


 


 













17


 












 





 


 


Exhibit
A


 


Release


THIS RELEASE (this “Release”) is executed by Paul J.
Tufano (“Executive”) and delivered by him to Benchmark
Electronics, Inc. (“Benchmark”). 


WHEREAS, Executive and Benchmark entered into an employment agreement
dated as of December 1, 2016 (the “Employment Agreement”); and


WHEREAS, it is a condition to certain obligations under the Employment
Agreement that Executive execute and deliver to Benchmark this Release.


NOW, THEREFORE, in consideration of the payments and benefits set forth
in the Employment Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Executive agrees as
follows:


1.                 
Release and Waiver.  Executive, on behalf of himself and
his agents, heirs, executors, administrators, successors and assigns, hereby
RELEASES AND FOREVER DISCHARGES Benchmark, including without limitation Benchmark’s
parents, subsidiaries, affiliates, and other related companies, as well as any
and all of their officers, directors, agents, employees, partners,
shareholders, attorneys, insurers, predecessors, successors, and assigns
(collectively the “Released Parties”) from any and all claims,
damages, complaints, grievances, causes of action, suits, liabilities, demands
and expenses (including attorneys’ fees) of any nature whatsoever, both at law
and in equity (except those expressly reserved herein), whether known or
unknown, now existing or which may result from the existing state of things,
which Executive now has or ever had against the Released Parties from the
beginning of time to the date of execution of this Release (set forth
underneath Executive’s signature hereto).  In particular, without limitation of
the foregoing, the Released Parties are specifically released from and held
harmless from any and all claims arising out of or related to Executive’s
employment relationship with Benchmark, including, without limitation, his
separation from employment.  It is Executive’s intention that this Release
constitute a full and final general release of all such claims and that this
release be as broad as possible.  This Release does not release or waive any
rights or claims that may arise after the Effective Date.  


2.                 
Scope of Release.  Without limiting the foregoing in any
way, Executive’s release and waiver includes, but is not limited to, any rights
or claims Executive may have under: the Age Discrimination in Employment Act of
1967 (29 U.S.C. § 621, et seq.) (“ADEA”); Title VII
of the Civil Rights Acts of 1964; 42 U.S.C. § 1981; the Family and Medical
Leave Act; the Fair Labor Standards Act; the Equal Pay Act; the Rehabilitation
Act of 1973 and the Americans with Disabilities Act; ERISA; WARN; the Older
Workers Benefit Protection Act (“OWBPA”); the National Labor
Relations Act; claims under the California Labor, Civil, and Government Codes,
including the California Fair Employment 




18


 












 


 





and Housing,
the Genetic Information Nondiscrimination Act; the Unfair Business Practices
Act; and any other federal, state or local laws or regulations concerning
employment or prohibiting employment discrimination, harassment or
retaliation.  This release and waiver also includes any claims against
Benchmark and/or the Released Parties based on contract or tort, claims for
defamation, libel, invasion of privacy, intentional or negligent infliction of
emotional distress, wrongful termination, constructive discharge, breach of
contract, breach of the covenant of good faith and fair dealing, breach of
fiduciary duty, and fraud.  Executive agrees that he shall never file a lawsuit
or other complaint challenging the validity or enforceability of this Release. 
Executive waives and releases any claim that he has or may have to reemployment
after the execution of this Release.


3.                 
Rights Not Relinquished.  Executive does not by this
Release relinquish (a) any right to any vested benefits under any benefit
plans or arrangements maintained by Benchmark or its subsidiaries or
affiliates, (b) any right to indemnification under any applicable
directors and officers liability insurance policy, indemnity agreement,
applicable state and federal law and Benchmark’s articles of incorporation and
bylaws, (c) any rights in Executive’s capacity as a securityholder of
Benchmark, (d) Executive’s right to receive the benefits set forth in Sections
6(c) or 6(d) of the Employment Agreement, as applicable.


4.                 
Risk of Mistake of Fact.  Executive understands that any
of the facts or circumstances that Executive may currently rely on may later be
found, suspected or claimed to be different from the facts and circumstances as
Executive now believe them to be (each, a “Mistake of Fact”). 
Executive assumes the risk of any Mistake of Fact and agrees that this Release
shall remain effective despite any such Mistake of Fact.  Specifically, it is a
condition of this Release, and it is Executive’s intention by signing this
Release, that except as expressly set forth herein the release of claims
contained in this Release shall be effective as a bar to each and every claim,
whether now known or unknown.  


5.                 
No Lawsuits, Complaints, or Claims.  Executive waives his
right to file any charge or complaint against Benchmark and/or any of the Released
Parties arising out of his employment or separation from employment or any
facts occurring prior to the Executive signing this Release before any federal,
state or local court or any federal, state or local administrative agency,
except where such waivers are prohibited by law.  By signing this Release,
Executive represents that he has not filed any such claims, causes of action or
complaints. Notwithstanding the foregoing, Executive does not waive or
release any claim which cannot be validly waived or released by private
agreement.  Specifically, nothing in this Release shall prevent Executive from
filing a charge or complaint with, or from participating in, an investigation
or proceeding conducted by the SEC, EEOC, DFEH or any other federal, state or local
agency charged with the enforcement of any employment laws.  However, Executive
understands that by signing this Release, Executive waives the right to recover
any damages or to receive other relief in any claim or suit brought by or
through the EEOC, the DFEH or any other state or local deferral agency on
Employee’s behalf to the fullest extent permitted by law, but expressly
excluding any award or other relief available from the SEC.  This Release is not intended to, and shall not be interpreted in any
manner that limits or restricts Executive from, exercising any legally
protected whistleblower rights (including 




 


 












 





pursuant to
Rule 21F under the U.S. Securities and Exchange Act of 1934) or receiving an
award for information provided to any government agency under any legally
protected whistleblower rights.  Executive acknowledges that he has
no pending workers’ compensation claims and that this Release is not related in
any way to any claim for workers’ compensation benefits, and that he has no
basis for such a claim.  


6.                 
Adequate Notice.  Executive acknowledges that he was given
an adequate opportunity to review and consider this Release.


7.                 
Consult an Attorney.  Executive acknowledges that
Benchmark has advised Executive to consult an attorney, at Executive’s expense,
concerning Executive’s rights and the terms of this Release, and that Executive
had sufficient time to do so and did so or voluntarily chose not to do so. 
Executive’s waivers are knowing, conscious and with full appreciation that at
no time in the future may Executive pursue any of the rights that Executive
waived in this Release.


8.                 
Right to Revoke.  During the seven-day period following
the date Executive executes this Release (such period, the “Revocation
Period”), Executive may revoke this Release completely by delivering a
letter, personally or by USPS Certified Mail, to Benchmark’s Corporate
Secretary, containing Executive’s revocation of this Release.  This Release
shall become effective on the day following the conclusion of the Revocation Period
(such day, the “Effective Date”).  This Release shall have no
legal effect if revoked as provided herein.


IN WITNESS WHEREOF,
Executive has executed and delivered this Release on the date set forth below.


 


 


                                                 


Paul J. Tufano


Date:








20