Exhibit
        10.1

      


      EMPLOYMENT
        TERMINATION

      AND
        

      SETTLEMENT
        AGREEMENT 

       

      


      THIS
        AGREEMENT
        (the
“Agreement”) is entered into on this ___ day of _______, 2008 by and between
        Benchmark Electronics, Inc., a Texas corporation with a principal place of
        business at 3000 Technology Drive, Angleton, Texas 77515 (the “Company”), and
        ___________, whose street address is _____________________________________
        (the
“Executive”).  

      


      WHEREAS,
        the
        Executive has been employed by the Company pursuant to the terms of an
        Employment Agreement dated ________________, by and between the Company and
        the
        Executive (the “Employment Agreement”); and 

       

      WHEREAS,
        the
        Company and the Executive have mutually agreed that the Employment Agreement,
        and the Executive’s employment with the Company, shall terminate and Executive
        shall resign, effective as of December 1, 2008 (the “Termination Date”); and


       

      WHEREAS,
        the
        Company and the Executive now wish to fully and completely settle, compromise
        and dispose of all claims which could have been asserted based on the Employment
        Agreement and otherwise, and further, the Company and Executive wish to set
        forth in this Agreement all of their respective rights and obligations resulting
        from such termination of employment and the termination of the Employment
        Agreement.

       

      NOW,
        THEREFORE,
        in
        consideration of the mutual promises and covenants between the parties, the
        sufficiency of which is hereby acknowledged, the Company and Executive hereby
        agree to the following terms and conditions (which also include the
        above-referenced recitals): 

       

      1.
        Termination
        of Employment Agreement.
        The
        Company and the Executive each acknowledge and agree that the Executive’s
        employment with the Company and its Affiliates shall terminate as of the
        Termination Date, and that the Employment Agreement shall terminate and be
        of no
        further force and effect as of the Termination Date. For purposes of this
        Agreement, the term “Affiliate” includes all of the Company’s direct and
        indirect subsidiaries and any other entities that directly or indirectly,
        through one or more intermediaries, control, are controlled by or are under
        common control with the Company. Executive agrees to resign from any officer
        positions he may hold with
        the
Company
        or any
        of its Affiliates and the Executive agrees to resign
        as
        a director of the Company
        in
        accordance with Paragraph 3(c) and any of its Affiliates and to sign any
        documentation necessary to give effect to this
        Paragraph 1.


      
        
           

        

        
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      2.
        Payments
        under Consulting Agreement.
        In
        consideration for the termination of the Employment Agreement and for other
        good
        and valuable consideration, the receipt of which is hereby acknowledged,
        the
        Company agrees to pay Executive a payment equal to $__________ in the aggregate,
        which shall be payable in equal installments over a _________ month period
        commencing on December 1, 2008 consistent with the Consulting Agreement
        (“Consulting Agreement”) executed contemporaneously with this Agreement, and
        attached hereto as Addendum A. The parties specifically intend that Executive
        is
        to perform services under the Consulting Agreement as an independent contractor
        to the Company. The parties agree that if any conflict or inconsistency exists
        between this Agreement and the Consulting Agreement, the language of this
        Agreement will control. Neither Executive nor any agent or employee of Executive
        shall be deemed to be the agent, employee, partner or joint venture of the
        Company. Nothing in this Agreement, or otherwise, creates or shall be construed
        to create the relationship of master and servant or employer and employee
        between the Company and Executive after the Termination Date. Executive
        acknowledges that from and after that date he will have absolutely no authority
        to represent, contract on behalf of, or obligate the Company. Executive is
        not
        required to provide any such services or assistance after the final payment
        under this Agreement.

      


      3.
        Benefits
        and Other Agreements.
        In
        consideration for the termination of the Employment Letter and for other
        good
        and valuable consideration, the receipt and sufficiency of which is hereby
        acknowledged, the Company and the Executive agree that the Company shall
        provide
        the Executive with the following benefits (together with the payments set
        forth
        in Section 2 hereof, the “Benefits”), in each case reduced by any
        applicable employment and withholding taxes: 

      


      (a)
        Bridge
        of Health Benefits to Medicare.
        The
        Company will provide the Executive with a cash sum, payable in one installment
        on January 4, 2010, such sum equal to the estimated company medical coverage
        contributions as of the date hereof, for the Executive’s and his spouse’s
        participation in a plan comparable to the Company’s plan available to Company
        employees from the Termination Date until the Executive and his spouse reaches
        Medicare eligibility. In lieu of reimbursing for such comparable coverage,
        Executive has elected to receive the cash payment described above. This sum,
        together with a payment schedule is provided in Addendum B. 

       

      (b)
        Extension
        of Exercise Period for Vested Stock Options.
        The
        Company will extend
        the exercise period for all stock options granted to Executive and fully
        vested
        prior to the Termination Date, such extension equal to twenty four (24) months
        after the Termination Date, allowing Executive to exercise any and all vested
        shares subject to any and all stock options granted to Executive (provided
        that
        any such extension shall not extend the maximum term during which any such
        option may be exercised beyond ten (10) years). A description of Executive’s
        stock options applicable to this Paragraph 3(b) is provided in Addendum
        C.

      


      (c)
        Retirement
        from Board; other benefits.
        As of
        the Termination Date, Executive will offer his resignation from the Company
        Board pursuant to the Company’s Governance Guidelines, and the Company will
        agree to allow the Executive to retain the title, duties and responsibilities
        of
        Director until the first regularly scheduled meeting of the Board of Directors
        of the
        Company
        following the Annual Shareholders Meeting in May 2009 (the “Board Retirement
        Date”), at which time Executive will relinquish the title, duties and
        responsibilities as Director on the Board, unless Executive is elected to
        serve
        an additional term on the Board at the Annual Shareholders Meeting. The Company
        acknowledges Executive’s desire to serve on the Company Board for at least one
        year beyond the Board Retirement Date.


      
        
           

        

        
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      (d)
        Certain
        Violations.
        The
        Executive’s violation of any of the provisions of the Employment Agreement
        through the Termination Date shall, in addition to any other remedy, result
        in a
        cessation of all benefits and other rights of the Executive hereunder. The
        Company may offset any amounts payable under this Agreement against any amounts
        payable by the Executive to the Company. The Company will provide the Executive
        with written notice of the reason for any offset and Executive will have
        45 days
        from receipt of this written notice to remedy said violation before any such
        suspension or offset of payments shall occur.

       

      4.
        No
        Further Compensation.
        The
        Executive acknowledges and agrees that other than the compensation described
        in
        Section 2 above and the Benefits described in Section 3 above, no
        further compensation or benefits or other monies are owed to the Executive
        by
        the Company arising out of the Employment Agreement, this Agreement or otherwise
        on account of his employment or termination of employment with the Company
        and
        its Affiliates.

       

      5.
        Restrictions.
        

       

      (a)
        Nondisclosure.
        The
        Executive shall not at any time divulge, communicate, use to the detriment
        of
        the Company or for the benefit of any other person or persons, or misuse
        in any
        way, any Confidential Information (as hereinafter defined) pertaining to
        the
        business of the Company. Any Confidential Information or data now or hereafter
        acquired by the Executive with respect to the business of the Company (which
        shall include, but not be limited to, information concerning the Company’s
        financial condition, prospects, technology, customers, suppliers, sources
        of
        leads and methods of doing business) shall be deemed a valuable, special
        and
        unique asset of the Company that was received by the Executive in confidence
        and
        as a fiduciary, and Executive shall remain a fiduciary to the Company with
        respect to all of such information. For purposes of this Agreement,
“Confidential Information” means information disclosed to the Executive or known
        by the Executive as a consequence of or through his employment by the Company
        or
        during his service as a consultant to the Company (including information
        conceived, originated, discovered or developed by the Executive) prior to
        or
        after the date hereof, and not generally known, about the Company or its
        business. Notwithstanding the foregoing, nothing herein shall be deemed to
        restrict the Executive from disclosing Confidential Information to the extent
        required by law.

       

      (b)
        Noncompetition.
        During
        his remaining employment and for the one year period that immediately follows
        the Termination Date, the Executive shall not do any of the following, either
        directly or indirectly, during the period of time consisting of one year
        from
        the Termination Date but only to the extent the Company complies with its
        payment obligations hereunder (the “Applicable Non-Competition Period”),
        anywhere in the world: directly or indirectly, own any interest in, manage,
        operate, control, consult for, be an officer or director of, work for, or
        be
        employed in any capacity by, any sole proprietorship, corporation, company,
        partnership, association, venture or business any company or any other business,
        entity, agency or organization (whether as an employee, officer, director,
        partner, agent, security holder, creditor, consultant or otherwise) that
        directly or indirectly (or through any affiliated entity) engages in Competitive
        Activity; provided that such provision shall not apply to the Executive’s
        ownership of securities of the Company or the acquisition by the Executive,
        solely as an investment, of securities of any issuer that is registered under
        Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended,
        and that are listed or admitted for trading on any United States national
        securities exchange. For purposes of this Agreement, “Competitive Activity”
shall mean any activity relating to, in respect of or in connection with,
        directly or indirectly, the electronic manufacturing services business. In
        the
        event that Executive improperly competes with the Company in violation of
        this
        Section 5, the period during which he engages in such competition shall not
        be counted in determining the Applicable Non-Competition
        Period.


      
        
           

        

        
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      6.
        Mutual
        Releases.

       

      (a)
        In
        consideration of the promises and undertakings contained in this Agreement,
        the
        Company for itself and for each its Affiliates, divisions,
        predecessors, successors, assigns, employees, insurers, directors, officers,
        shareholders, agents, attorneys, representatives, owners, managers, contractors
        and their employees, contractors, subcontractors and their employees, does
        hereby forever generally, completely and absolutely release and discharge
        the
        Executive of and from any and all claims, demands, actions, choices in action,
        obligations, liabilities and damages of every kind and nature whatsoever,
        in law
        or equity, whether as of this date known or unknown, asserted or unasserted,
        which any such person or entity may now have or may claim to have in the
        future,
        due to, arising from, or based in whole or in part upon, any act, omission,
        event, transaction, matter or thing involved, alleged or referred to, or
        arising
        directly or indirectly from or in connection with, any of the past transactions,
        agreements, understandings, associations, relationships and/or courses of
        dealings between the Company and Executive.

      


      (b)
        In
        consideration of the promises and undertakings contained in this Agreement,
        the
        Executive does hereby forever generally, completely and absolutely release
        and
        discharge the Company and each of its Affiliates, divisions, predecessors,
        successors, assigns, employees, insurers, directors, officers, shareholders,
        agents, attorneys, representatives, owners, managers, contractors and their
        employees, contractors, subcontractors and their employees, of and from any
        and
        all claims, demands, actions, choices in action, obligations, liabilities
        and
        damages of every kind and nature whatsoever, in law or in equity, whether
        as of
        this date known or unknown, asserted or unasserted, which any such person
        or
        entity may now have or may claim to have in the future, due to, arising from,
        or
        based in whole or in part upon, any act, omission, event, transaction, matter
        or
        thing involved, alleged or referred to, or arising directly or indirectly
        from
        or in connection with, any of the past transactions, agreements, understandings,
        associations, relationships and/or courses of dealings between the Company
        and
        Executive. Without
        limiting the generality of the foregoing release, the release in this Paragraph
        6(b) shall include: (i) all claims or potential claims arising under any
        federal, state or local laws relating to the parties' employment relationship,
        including any claims Executive may have under the Civil Rights Acts of 1866,
        1964, and 1991, as amended, 42 U.S.C. §§ 1981 and 2000(e) et seq.;
        the
        Age Discrimination in Employment Act, as amended, 29 U.S.C. §§ 621 et seq.;
        the
        Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12,101 et
seq.;
        the
        Fair Labor Standards Act 29 U.S.C. §§ 201 et seq.;
        the
        Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101
et seq.;
        and
        any other federal, state or local law governing the parties' employment
        relationship; (ii) any claims on account of, arising out of or in any way
        connected with Executive’s employment with the Company or leaving of that
        employment; (iii) any claims al1eged or which could have been al1eged in
        any
        charge or complaint against the Company; (iv) any claims relating to the
        conduct
        of any employee, officer, director, agent or other representative of the
        Company; (v) any claims of discrimination, harassment or retaliation on any
        basis; (vi) any claims arising from any legal restrictions on an employer's
        right to separate its employees; (vii) any claims for personal injury,
        compensatory or punitive damages or other forms of relief; and (viii) all
        other
        causes of action sounding in contract, tort or other common law basis, including
        (a) the breach of any alleged oral or written contract, (b) negligent or
        intentional misrepresentations, (c) defamation, (d) wrongful discharge, (e)
        interference with contract or business relationship or (f) negligent or
        intentional infliction of emotional distress.


      
        
           

        

        
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      (c)
        The
        parties agree that the foregoing provisions of release are contractual and
        are
        not mere recitals.

      


      (d)
        Notwithstanding anything to the contrary, nothing in this Agreement shall
        be
        deemed to release any party from any claims by the other party arising out
        of or
        related to this Agreement or the Indemnity Agreement dated June 4, 2003,
        by and
        between Executive and the Company. 

      


      7.
        Additional
        Representations and Warranties.
        Each
        party hereto represents and warrants that no promise or inducement has been
        given to it other than such promises and inducements that are set forth herein
        and that, in executing this Agreement, it is not relying upon any statement,
        representation or commitment of any kind not stated herein, and is relying
        only
        upon the statements, representations and warranties set forth herein and
        upon
        its own, respective, independent investigation, judgment and the advice of
        its
        own, respective legal counsel. 

      


      8.
        Other
        Provisions.
        

      


      (a)
        This
        Agreement is the entire agreement between and among the parties hereto and
        no
        modification hereof shall be effective unless in writing and signed by the
        party
        against whom or which it is sought to be enforced. This Agreement supersedes
        all
        prior understandings, negotiations and agreements between and among the parties
        to the extent they are inconsistent with this Agreement.

      


      (b)
        The
        parties acknowledge that each bears co-extensive and identical responsibility
        for the language and for any ambiguity or alleged ambiguity contained herein.
        Any ambiguity will not be construed in favor of or against either
        party.

      


      (c)
        This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed to be an original, but all of which together will constitute one and
        the
        same instrument.

      


      (d)
        In
        the event any provision of this Agreement is deemed unenforceable for any
        reason
        whatsoever or is deemed unenforceable as against any person or entity for
        any
        reason whatsoever, then the remainder of this Agreement shall be enforced
        as
        against all other parties and entities, in whole or in part, as permitted
        by
        applicable law.

      


      (e)
        This
        Agreement shall be governed by the laws of the State of Texas.


      
        
           

        

        
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      (f)
        Any
        controversy or claim arising out of or related to this Agreement or the breach
        thereof shall be settled by arbitration, in accordance with the rules then
        existing of the American Arbitration Association and judgment upon the award
        may
        be entered in any court having jurisdiction thereof.

      


      (g)
        This
        Agreement shall be binding upon and shall inure to he benefit of all successors,
        assigns, divisions, Affiliates, attorneys, agents, representatives, employees,
        directors, officers and shareholders of each party hereto.

      


      (h)
        The
        Company and Executive agree that they shall execute such further documents
        and
        enter into such further agreements and deliver such documents and supply
        such
        information that shall be necessary or appropriate or convenient to accomplish
        the purposes of this Agreement without any other compensation or consideration
        paid thereto.

      


      (i)
        The
        Company and Executive respectively represent and warrant that they have not
        heretofore assigned or transferred, or attempted to assign or transfer, to
        any
        person, firm, corporation or other entity any of the claims which are intended
        to be released and discharged pursuant to this Agreement.

      


      (j)
        Executive acknowledges that he has been advised by the Company to consult
        with a
        tax advisor or attorney with respect to the tax consequences, if any, of
        this
        Agreement.

      


      (k)
        The
        Company and Executive expressly understand and agree that the consideration
        paid
        hereunder is for the settlement and release of all claims and allegations
        which
        could have been made as a result of disputes under the Employment Agreement
        and
        that each party has consulted and been advised by its counsel that there
        may be
        claims that are unknown which each party is agreeing to forego by signing
        this
        Agreement.

      


      (l)
        The
        Company and Executive agree
        that this Agreement shall not become effective and enforceable until the
        date
        this Agreement is signed by both parties or seven (7) calendar days after
        its
        execution by Executive, whichever is later. Executive may revoke this Agreement
        for any reason by providing written notice of such intent to the Company
        within
        seven (7) days after he has signed this Agreement. The parties acknowledge
        that
        it is their mutual and specific intent that this Agreement fully comply with
        the
        requirements of the Older Workers Benefit Protection Act (29 U.S.C. § 626) and
        any similar law governing release of claims. Accordingly, Executive hereby
        acknowledges that: (a) he has carefully read and fully understands all of
        the
        provisions of this Agreement and that he has entered into this Agreement
        knowingly and voluntarily; (b) the benefits of Paragraph 3 offered in exchange
        for Executive’s release of claims exceed in kind and scope that to which he
        would have otherwise been legally entitled; (c) prior to signing this Agreement,
        Executive had been advised, and is being advised by this Agreement, to consult
        with an attorney of his choice concerning its terms and conditions; and (d)
        he has
        been
        offered at least twenty-one (21) days within which to review and consider
        this
        Agreement.


      
        
           

        

        
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      IN
        WITNESS WHEREOF, the parties have executed this Agreement on the dates set
        forth
        below in their respective acknowledgments intending that this Agreement be
        effective as of the date first written above.


     

     

    
      

        
          	
                   EXECUTIVE

                	 	
                  COMPANY

                
	 	 	 
	 	 	 
	 	 	 
	
                  _______________________________

                	 	
                  ____________________________________

                
	 	 	
                  Cary
                    T. Fu

                
	 	 	
                  Chief
                    Executive Officer

                
	 	 	
                  Benchmark
                    Electronics, Inc.

                
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
                  Date:___________________________

                	
                  Date:

                	
                      November
                    4,
                    2008                    
                    

                
	 	 	 


        


         

         

         



      



      
        
           

        

        
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      ADDENDUM
        A

      


      CONSULTING
        AGREEMENT


      
        
           

        

        
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      ADDENDUM
        B

      


      CASH
        PAYMENT IN LIEU OF HEALTH CARE BRIDGE

      


      


      


      
        	
                Comparable
                  Plan Costs Per Month

              	
                Less
                  Executive’s Contribution Per Month

              	
                Months
                  to Age 65

                (DOB:
                  ____)

              	
                Total
                  Payment (paid on January 4, 2010)

              
	
                $

              	 	 	 


      

      



      
        
           

        

        
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      ADDENDUM
        C

      


      EXECUTIVE’S
        APPLICABLE STOCK OPTIONS

      


      


      


      
        	
                Grant
                  Date

              	
                Expiration

              	
                Plan
                  ID

              	
                Grant
                  Type 

              	
                Granted
                  

              	
                Grant
                  

              	
                Exercisable
                  

              
	 	
                Date

              	 	 	 	
                Price
                  

              	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 


      

      


      


      


      
        
           

        

        
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