Exhibit
10.1


COOPERATION
AGREEMENT


This Cooperation Agreement (this
“Agreement”) is made and entered into as of December 19, 2016, by and
among Benchmark Electronics, Inc. (the “Company”), Engaged Capital, LLC
(“Engaged”) and each of the other related Persons (as defined below) set
forth on the signature pages hereto (collectively with Engaged, the “Engaged
Group”).  The Engaged Group and each of their Affiliates (as defined below)
and Associates (as defined below) are collectively referred to as the “Investors”. 
The Company and the Investors are referred to herein as the “Parties”. 


RECITALS


WHEREAS, the Engaged Group
Beneficially Owns (as defined below) shares of common stock, par value $0.10
per share, of the Company (the “Common Stock”) totaling, in the
aggregate, 2,428,221 shares, or approximately 4.97%, of the Common Stock issued
and outstanding on the date hereof; and


WHEREAS, the Company and the
Investors have determined to come to an agreement with respect to certain
matters as provided in this Agreement.


NOW, THEREFORE, in consideration
of the foregoing premises and the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto, intending to
be legally bound hereby, agree as follows:


1.  Board Matters. 
(a)  Within
fifteen (15) days following the occurrence of a Triggering Event (as defined
below), Engaged shall have the right to request that the Board of Directors of
the Company (the “Board”) elect an additional director to the Board. 
Upon receipt of such request, the Board shall work in good faith and act in a
manner consistent with its fiduciary duties to identify a proposed director
nominee that is mutually acceptable to the Board and Engaged (the “Proposed
Nominee”).  Any person selected as the Proposed Nominee shall be
independent of each of the Company and the Engaged Group and its Affiliates and
Associates, including the Board being able to determine that the Proposed
Nominee qualifies as “independent” under the New York Stock Exchange listing
standards, and shall satisfy each of the other criteria and requirements set
forth in Section 1(c) hereof.


(b)  The Company agrees that if the Proposed Nominee
(including any substitute person recommended pursuant to this Section 1(b))
is (i) unable to serve as a director, resigns as a director or is removed as a
director without cause prior to the end of the Restricted Period (as defined
below) and (ii) at that time the Engaged Group collectively Beneficially Owns
at least the Minimum Interest (as defined below), then the Company and Engaged
shall follow the procedures set forth in Section 1(a) hereof to select a
replacement Proposed Nominee.


(c)  Each of the Parties acknowledges that the Proposed
Nominee (and each substitute person recommended pursuant to Section 1(b)
hereof) shall be required to:  (i) comply with the Company’s Code of
Conduct and Corporate Governance Guidelines, including all policies, procedures,
processes, codes, rules, standards and guidelines applicable to members of the
Board, including all applicable conflict of interest, confidentiality, stock
ownership, insider trading and corporate governance policies, guidelines and
manuals of the Company; (ii) not enter into any agreement, arrangement or
understanding with any person (x) other than the Company with respect to any
direct or indirect compensation, reimbursement or indemnification in connection
with service or action as a director of the Company, (y) concerning how such
Proposed Nominee, if elected as a director of the Company, will act or vote on
any issue or question or (z) that could limit or interfere with such Proposed
Nominee’s ability to comply, if elected as a director of the Company, with such
Proposed Nominee’s fiduciary duties under applicable law; (iii) keep
confidential any and all information concerning or relating to the Company or
any of its Affiliates or Associates, together with any notes, analyses,
reports, models, compilations, studies, interpretations, documents, records or
extracts thereof containing, referring to, relating to, based upon or derived
from such information, in whole or in part and not disclose to any third
parties discussions or matters considered in meetings of the Board or Board
committees; and (iv) complete the Company’s standard director and officer
questionnaire and other reasonable and customary director documentation
required by the Company in connection with the election of Board 




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members.  Upon election to the Board, the Proposed Nominee
will be subject to the same protections and obligations, and shall have the
same rights and benefits, as are applicable to all other directors of the
Company.


(d)  Notwithstanding anything to the contrary in this Agreement,
the Company’s and the Engaged Group’s respective obligations under this Section
1 shall permanently cease upon the earliest to occur of (i) the
expiration of the Restricted Period, (ii) the Engaged Group ceasing to Beneficially Own at least four percent (4.0%)
(the “Minimum Interest”) of the outstanding Voting Securities (as defined
below) and (iii) the other Party materially breaching any of its
obligations under this Agreement; provided, however, if a
Proposed Nominee is serving as a director at the time of termination of this
Agreement nothing in this Agreement shall be interpreted to mean that such
Proposed Nominee is required to tender their resignation prior to the
expiration of his or her term as director. 


2.  Standstill. 
(a)  For
the purposes of this Agreement, the “Restricted Period” shall mean the
period from and after the date of this Agreement until the day that is thirty
(30) days prior to the deadline for shareholder nominations of directors for
election at the Company’s 2018 annual meeting of shareholders. 


(b) 
During the Restricted Period, none of the
Investors shall, directly or indirectly, and each Investor agrees and shall
cause each of its Affiliates and Associates not to, directly or indirectly,
with respect to the Company (it being understood that the foregoing shall not
restrict the Proposed Nominee from taking any action in his or her capacity as
a director in a manner consistent with his or her fiduciary duties to the
Company):


(i)  solicit
proxies or written consents of shareholders (including any solicitation of
consents with respect to the call of a special meeting of shareholders) or
conduct any other type of referendum (binding or non-binding) with respect to,
or from the holders of Voting Securities, or become a “participant” (as such
term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated by the
Securities and Exchange Commission (the “SEC”) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) in or in any way
engage or assist any third party in any “solicitation” (as such term is defined
under the Exchange Act) of any proxy, consent or other authority to vote or
withhold from voting any Voting Securities;


(ii)  encourage,
advise or influence any Person, or assist any third party in so encouraging,
advising or influencing any Person, with respect to the giving or withholding
of any proxy, consent or other authority to vote any Voting Securities or in
conducting any type of referendum;


(iii)  form,
join or in any way participate in a partnership, limited partnership, syndicate
or “group” (as defined under Section 13(d) of the Exchange Act), with respect
to the Voting Securities (other than a “group” that includes only other members
of the Engaged Group), or otherwise support or participate in any effort by, or
initiate any discussions or enter into any negotiations, arrangements or
understandings with, a third party with respect to the matters set forth in
this Section 2; 


(iv)  (A)
seek or encourage any Person to submit nominations in furtherance of a “contested
solicitation” for the election or removal of directors with respect to the
Company, (B) seek, encourage or take any other action with respect to the
election or removal of any directors or with respect to the submission of any
shareholder proposal or (C) otherwise acting alone or in concert with others,
seek to exercise control over the management, strategies, governance or
policies of the Company;


(v)  seek
to call, or to request the call of, a special meeting of the Company’s
shareholders, or present (or request to present) at any annual meeting or any
special meeting of the Company’s shareholders or in connection with any action
by written consent, any proposal for consideration for action by shareholders
or propose (or request to propose) any nominee for election to the Board or
seek representation on the Board or the removal of any member of the Board;


(vi)  grant
any proxy, consent or other authority to vote with respect to any matters
(other than to the named proxies included in the Company’s proxy card for any
annual meeting or special meeting of shareholders) or deposit any Voting
Securities in a voting trust or subject them to a voting agreement or 




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other arrangement of similar effect (excluding customary
brokerage accounts, margin accounts, prime brokerage accounts and the like);


(vii)  make
any request under Section 21.218 of the Texas Business Organization Code or
other applicable legal provisions regarding inspection of books and records or
other materials (including stocklist materials);


(viii)  institute,
solicit, assist or join as a party, any litigation, arbitration or other
proceeding against or involving the Company or any of its current or former
directors or officers (including derivative actions), other than to enforce the
provisions of this Agreement;


(ix)  without
the prior written approval of the Board, separately or in conjunction with any
other Person in which it is or proposes to be either a principal, partner or
financing source or is acting or proposes to act as broker or agent for
compensation, propose, suggest or recommend publicly or in a manner that the
Engaged Group is required under applicable law, rule or regulation to disclose
publicly or participate in, effect or seek to effect, any tender offer or
exchange offer, merger, acquisition, business combination, reorganization,
restructuring, recapitalization, sale or acquisition of assets, liquidation or
dissolution involving the Company or any of its Affiliates or its or their
securities or the assets or businesses of the Company or any of its Affiliates
(collectively, an “Extraordinary Transaction”) or encourage, initiate or
support any other third party in any such activity; provided,  however, 
that nothing in this Section 2 shall be interpreted to prohibit the Engaged
Group from proposing, suggesting or recommending any Extraordinary Transaction
privately to the Company so long as the Engaged Group is not required to
publicly disclose such activity under applicable law, rule or regulation.


(x)  tender
or exchange any Voting Securities into any tender offer or in any exchange
offer or vote any securities of the Company in favor of any Extraordinary
Transaction; provided, however, that nothing in this clause (x)
shall prevent an Investor from tendering or exchanging Voting Securities in, or
voting in favor of, any Extraordinary Transaction that has been (and continues
to be at the time of such tender, exchange or vote) approved or recommended by
the Board, or voting against any Extraordinary Transaction that has not been
(and continues not to be at the time of such tender, exchange or vote) approved
and recommended by the Board;


(xi)  enter
into any negotiations, agreements, arrangements or understandings with any
third party with respect to the matters set forth in this Section 2;  


(xii)  make
or disclose any statement regarding any intent, purpose, plan or proposal with
respect to the Board, the Company, its management, policies or affairs or any
of its securities or assets or this Agreement, that is inconsistent with the
provisions of this Agreement, including any intent, purpose, plan or proposal
that is conditioned on or would require any waiver, amendment, nullification or
invalidation of any provision of this Agreement or take any action that could
require the Company or the Investor to make any public disclosure relating to
any such intent, purpose, plan, proposal or condition; 


(xiii)  publicly
request that the Company or any of its representatives release any Investor
from, amend or waive any provision of this Agreement; 


(xiv)  acquire,
offer or propose to acquire, or agree to acquire, directly or indirectly,
whether by purchase, tender or exchange offer, through the acquisition of
control of another Person or by joining a partnership, limited partnership,
syndicate or other “group” (as defined under Section 13(d) of the Exchange Act),
Beneficial Ownership of Voting Securities in an amount that would result in the
Investors and their Affiliates and Associates having Beneficial Ownership in
the aggregate of ten percent (10%) or more of the outstanding Voting
Securities; or


(xv)  (A)
enter into any discussions, negotiations, agreements or undertakings with any
person with respect to the foregoing or advise, assist, encourage, (B) seek to
persuade others to take any action 




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with respect to any
of the foregoing or (C) take any action that would cause or might reasonably
lead to the Company to be required to make public disclosure regarding any of
the foregoing.


(c)  At any meeting of shareholders of the Company
occurring during the Restricted Period, each of the Investors agrees to appear
in person or by proxy and to vote all of the Voting Securities it directly or
indirectly Beneficially Owns (i) in favor of the election of the Company’s
slate of director nominees and (ii) against any shareholder nominations for
director that are not approved and recommended by the Board for election at
such meeting.


(d)  As used in this Agreement:  (i) the term “Voting
Securities” shall mean the Common Stock, and any other securities of the
Company entitled to vote in the election of directors, or securities convertible
into, or exercisable or exchangeable for, Common Stock or other securities,
whether or not subject to the passage of time or other contingencies; (ii) the
term “Beneficial Owner” shall have the same meaning as set forth in Rule
13d-3 promulgated by the SEC under the Exchange Act, except that a Person will
also be deemed to beneficially own (A) all Voting Securities that such Person
has the right to acquire pursuant to the exercise of any rights in connection
with any securities or any agreement, regardless of when such rights may be
exercised and whether they are conditional, and (B) all Voting Securities in
which such Person has any economic interest, including pursuant to a
cash-settled call option or other derivative security (including swaps), contract
or instrument in any way related to the price of any Voting Securities (and the
terms “Beneficially Own” and “Beneficial Ownership” shall have
correlative meanings); (iii) the term “Person” or “Persons” shall
mean any individual, corporation (including not-for-profit), general or limited
partnership, limited liability company, joint venture, estate, trust,
association, organization or other entity of any kind or nature; and (iv) the
term “Triggering Event” shall mean that the Company publicly announces
(A) that the Board has determined to make a major change in its strategy from
its strategic plan described in the Company’s Q3-2016 earnings presentation
filed as exhibit 99.1 on the Company’s Current Report on Form 8-K (File No.
001-10560) as filed with the SEC on October 21, 2016, (B) a material capital
allocation decision affecting more than 5% of the Company’s capitalization that
the Engaged Group has informed the Company it disagrees with, or (C) a
quarterly earnings performance that is materially below the Company’s publicly
announced guidance.


3.  Non-Disparagement.  During the Restricted Period, the Company, on the one hand, and each
Investor, on the other hand, will each refrain from making, and will cause
their respective Affiliates and Associates and its and their respective
Representatives (as defined below) not to make, any statement or announcement
that relates to or constitutes an ad hominem attack on, or that relates to and
otherwise disparages, impugns or is reasonably likely to damage the reputation
of, (a) in the case of statements or announcements by or on behalf of such
Investor, the Company or any of its Affiliates or Associates or any of its or
their respective officers, directors or employees or any person who has served
as an officer, director or employee of the Company or any of its Affiliates or
Associates and (b) in the case of statements or announcements by or on behalf
of the Company, each Investor and its respective Affiliates and Associates and
its and their respective principals, directors, officers, employees, members or
general partners or any person who has served as such.  The foregoing will not
prevent the making of any factual statement in any compelled testimony or the
production of information, whether by legal process, subpoena or as part of a
response to a request for information from any governmental authority with
jurisdiction over the Party from whom information is sought.  For purposes of
this Agreement, “Representatives”, with respect to each Party, shall
mean such Party’s principals, directors, officers, employees, general partners,
members, agents, representatives, attorneys and advisors acting at the
direction or on behalf of such Party.


4.  Representations and Warranties of the Company.  The Company represents and warrants to the Engaged
Group that:  (a) the Company has the corporate power and authority to execute
this Agreement and to bind it thereto; (b) this Agreement has been duly and
validly authorized, executed and delivered by the Company, constitutes a valid
and binding obligation and agreement of the Company and is enforceable against
the Company in accordance with its terms, except as enforcement thereof may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or similar laws generally affecting the rights of
creditors and subject to general equity principles; and (c) the execution,
delivery and performance of this Agreement by the Company does not and will not
(i) violate or conflict with any law, rule, regulation, order, judgment or
decree applicable to the Company; (ii) result in any breach or violation of or
constitute a default (or an event that with notice or lapse of time or both
could constitute such a breach, violation or default) under or pursuant to, or
result in 




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the loss of a material benefit under, or give
any right of termination, amendment, acceleration or cancellation of, any
organizational document, agreement, contract, commitment, understanding or
arrangement to which the Company is a party or by which it is bound; or (iii)
result in or constitute a change in control for purposes of any of the
Company’s existing severance, compensation or change in control agreements and
arrangements.


5.  Representations and Warranties of the Engaged Group.  Each member of the Engaged Group represents and
warrants to the Company that:  (a) the authorized signatory of such member of
the Engaged Group set forth on the signature page hereto has the power and
authority to execute this Agreement and to bind it thereto; (b) this Agreement
has been duly and validly authorized, executed and delivered by such member of
the Engaged Group, constitutes a valid and binding obligation and agreement of
such member of the Engaged Group and is enforceable against such member of the
Engaged Group in accordance with its terms, except as enforcement thereof may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or similar laws generally affecting the rights of
creditors and subject to general equity principles; (c) the execution, delivery
and performance of this Agreement by such member of the Engaged Group do not
and will not (i) violate or conflict with any law, rule, regulation, order,
judgment or decree applicable to such member of the Engaged Group; (ii) require
the approval of any owner or holder of any equity interest of such person, as
applicable; or (iii) result in any breach or violation of or constitute a
default (or an event that with notice or lapse of time or both could constitute
such a breach, violation or default) under or pursuant to, or result in the
loss of a material benefit under, or give any right of termination, amendment,
acceleration or cancellation of, any organizational document, agreement,
contract, commitment, understanding or arrangement to which such member of the
Engaged Group is a party or by which it is bound; and (d) as of the date of
this Agreement, (i) the Engaged Group Beneficially Owns in the aggregate
2,428,221 shares of Common Stock and (ii) the Engaged Group does not currently
have, and does not currently have any right to acquire, any interest in any
other securities of the Company or derivative or equity-linked positions
therein.


6.  Press Release. 
Neither the Company (and the Company shall cause each of its Affiliates,
directors and officers not to) nor any member of the Engaged Group shall make
or cause to be made any public announcement, disclosure or statement with
respect to this Agreement or the actions contemplated hereby, except as
required by law or the rules of any stock exchange or with the prior written
consent of the other party.  The Company shall have an opportunity to review
and comment upon any proposed Schedule 13D filing made by any member of the
Engaged Group with respect to this Agreement prior to filing, and such member
of the Engaged Group shall consider in good faith any changes proposed by the
Company. The Engaged Group shall have an opportunity to review and comment upon
any proposed Form 8-K or other public filing by the Company with respect to
this Agreement prior to filing, and the Company shall consider in good faith
any changes proposed by the Engaged Group.


7.  Specific Performance.  Each Investor, on the one hand, and the Company, on the other hand,
acknowledges and agrees that irreparable injury to the other Parties hereto
would occur in the event any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached,
and that such injury would not be adequately compensable by the remedies
available at law (including the payment of money damages).  It is accordingly
agreed that each Investor, on the one hand, and the Company, on the other hand
(the “Moving Party”), shall be entitled to specific enforcement of, and
injunctive relief to prevent any violation of, the terms hereof, and the other
Parties hereto will not take action, directly or indirectly, in opposition to
the Moving Party seeking such relief on the grounds that any other remedy or
relief is available at law or in equity.  Furthermore, each of the Parties
hereto agrees to waive any bonding requirement under any applicable law in the
case any other Party seeks to enforce the terms of this Agreement by way of
equitable relief. This Section 7 is not the exclusive remedy for any
violation of this Agreement.


8.  Expenses. 
Each Party shall be responsible for its own fees and expenses incurred in
connection with the negotiation, execution and effectuation of this Agreement
and the transactions contemplated hereby; provided, however, that
the Company shall reimburse the Engaged Group for the reasonable and documented
fees and expenses incurred by the Engaged Group prior to the date hereof in
connection with its investment in the Company in an amount not to exceed
$463,615.89. Subject to receiving reasonable documentation, the reimbursement
provided in this Section 8 shall be paid by the Company to the Engaged Group
within 10 days of the date hereof.


 




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9. 
Severability.  If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.  It is hereby stipulated and
declared to be the intention of the Parties that the Parties would have
executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, void or
unenforceable.  In addition, the Parties agree to use their best efforts to
agree upon and substitute a valid and enforceable term, provision, covenant or
restriction for any of such that is held invalid, void or unenforceable by a
court of competent jurisdiction.


10.  Notices. 
Any notices, consents, determinations, waivers or other communications required
or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered:  (i) upon receipt, when delivered
personally; (ii) upon receipt, when sent by email, when such email is sent to
the email address set forth below and the appropriate confirmation is received;
or (iii) one (1) business day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the Party to
receive the same.  The addresses for such communications shall be:


If to the Company:


Benchmark
Electronics, Inc.

3000 Technology Drive

Angleton, Texas 77515

Attention:  Scott R. Peterson


Email:


With copies (which shall not constitute notice) to:


Cravath,
Swaine & Moore LLP


825
Eighth Avenue


New
York, NY 10019

Attention:  Andrew Thompson


Email:


 


If to the Engaged Group:


Engaged
Capital, LLC

610 Newport Center Drive, Suite 250

Newport Beach, California 92660


Attention:          Glenn Welling


Email:


With copies (which shall not constitute notice) to:


Olshan
Frome Wolosky LLP

65 East 55th Street

New York, NY 10022


Attention:          Steve Wolosky

Aneliya Crawford


Email:


 




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11. 
Applicable Law.  This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Texas without
reference to the conflict of laws principles thereof that would result in the
application of the laws of another jurisdiction.  Each of the Parties hereto
irrevocably agrees that any legal action or proceeding with respect to this
Agreement and the rights and obligations arising hereunder, or for recognition
and enforcement of any judgment in respect of this Agreement and the rights and
obligations arising hereunder brought by the other Parties hereto or their
successors or assigns, shall be brought and determined exclusively in state or
federal courts located in the State of Texas and any appellate court
therefrom.  Each of the Parties hereto hereby irrevocably submits with regard
to any such action or proceeding for itself and in respect of its property,
generally and unconditionally, to the personal jurisdiction of the aforesaid
courts and agrees that it will not bring any action relating to this Agreement
in any court other than the aforesaid courts.  Each of the Parties hereto
hereby irrevocably waives, and agrees not to assert in any action or proceeding
with respect to this Agreement, (i) any claim that it is not personally subject
to the jurisdiction of the above-named courts for any reason; (ii) any
claim that it or its property is exempt or immune from the jurisdiction of any
such court or from any legal process commenced in such courts (whether through
service of notice, attachment prior to judgment, attachment in aid of execution
of judgment, execution of judgment or otherwise); and (iii) to the fullest
extent permitted by applicable legal requirements, any claim that (A) the suit,
action or proceeding in such court is brought in an inconvenient forum, (B) the
venue of such suit, action or proceeding is improper or (C) this Agreement, or
the subject matter hereof, may not be enforced in or by such courts.


12.  Affiliates and Associates; Construction.  Each member of the Engaged Group agrees that it
will cause its Affiliates and Associates to comply with the terms of this
Agreement.  As used in this Agreement, the terms “Affiliate” and “Associate”
shall have the respective meanings set forth in Rule 12b-2 promulgated by the
SEC under the Exchange Act and shall include all Persons that at any time
during the Restricted Period become Affiliates or Associates of any Person
referred to in this Agreement.  The obligations of the members of the Engaged
Group will be joint and several among such members.  Each of the parties hereto
acknowledges that it has been represented by counsel of its choice throughout
all negotiations that have preceded the execution of this Agreement, and that
it has executed the same with the advice of said independent counsel.  Each
party and its counsel cooperated and participated in the drafting and
preparation of this Agreement and the documents referred to herein, and any and
all drafts relating thereto exchanged among the parties shall be deemed the
work product of all of the parties and may not be construed against any party
by reason of its drafting or preparation.  Accordingly, any rule of law or any
legal decision that would require interpretation of any ambiguities in this
Agreement against any party that drafted or prepared it is of no application
and is hereby expressly waived by each of the parties hereto, and any
controversy over interpretations of this Agreement shall be decided without
regard to events of drafting or preparation.  The section headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.  The term “including” shall be
deemed to mean “including without limitation” in all instances.


13.  Counterparts. 
This Agreement may be executed in two or more counterparts, each of which shall
be considered one and the same agreement and shall become effective when
counterparts have been signed by each of the Parties and delivered to the other
Parties (including by means of electronic delivery).


14.  Entire Agreement; Amendment and Waiver; Successors and
Assigns; Third-Party Beneficiaries. 
This Agreement contains the entire understanding of the Parties hereto with
respect to its subject matter.  There are no restrictions, agreements,
promises, representations, warranties, covenants or undertakings between the
Parties other than those expressly set forth herein.  No modifications of this
Agreement can be made except in writing signed by an authorized representative
of each of the Company and Engaged.  No failure on the part of any Party to
exercise, and no delay in exercising, any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
such right, power or remedy by such Party preclude any other or further
exercise thereof or the exercise of any other right, power or remedy.  All
remedies hereunder are cumulative and are not exclusive of any other remedies
provided by law.  The terms and conditions of this Agreement shall be binding
upon, inure to the benefit of, and be enforceable by the Parties hereto and
their respective successors, heirs, executors, legal representatives and
permitted assigns.  No Party shall assign this Agreement or any rights or
obligations hereunder without, with respect to any member of the Engaged Group,
the prior written consent of the Company, and with respect to the Company, the
prior written consent of Engaged.  This Agreement is solely for the benefit of
the Parties hereto and is not enforceable by any other Persons. 


 




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