Exhibit
        10.2

       

      CONSULTING
        SERVICES AGREEMENT

       

      This
        Consulting Services Agreement (hereinafter called “Agreement”) effective this
        1st
        day of
        December 2008 is between ____________, whose street address is
        ____________________________ (hereinafter called “Consultant”), and Benchmark
        Electronics, Inc., a corporation organized under the laws of the State of
        Texas,
        with a principal place of business at 3000 Technology Drive, Angleton, Texas
        77515 (hereinafter called “Benchmark”).

      


      1. Employment
        Status

       

      1.1 Benchmark
        retains Consultant as an independent contractor and not as an employee of
        Benchmark. Consultant shall not act as an agent for Benchmark and will hold
        Benchmark harmless from any liability which may arise due to any unauthorized
        acts he may perform in carrying out this Agreement, or due to his failure
        to
        comply with applicable local, state or federal laws or regulations.

       

      1.2 Benchmark
        shall not withhold monies for income tax, social security, unemployment tax,
        or
        the like. Benchmark shall make payments for Consultant’s services to
        Consultant.

       

      1.3 The
        selection of the details and means by which Consultant fulfills his obligations
        under this Agreement is the responsibility of Consultant and not of Benchmark,
        which shall exercise no control in this regard. Rather, Benchmark shall be
        entitled only to direct Consultant with respect to the elements of services
        to
        be performed by Consultant and the results to be derived by Benchmark; to
        inform
        Consultant as to when and where such services shall be performed; and to
        review
        and assess the performance of such services by Consultant for the limited
        purposes of assuring that such services have been performed and confirming
        that
        such results were satisfactory.

       

      2. Scope
        of Agreement

       

      Consultant
        shall be responsible for, and shall complete, the projects or services
        designated from time to time by Benchmark’s CEO (as described on the attached
        Exhibit A), agreed to by Consultant, and pre-approved in writing by Benchmark’s
        General Counsel (using the approved form attached as Exhibit B or something
        substantially similar), within the term of this Agreement. Consultant shall
        provide these services at times and places as in his judgment are appropriate
        and as are required by Benchmark’s management and shall provide his own support
        services, although Benchmark agrees to loan such work space, telephones or
        other
        services as may be available should Consultant deem it necessary to visit
        Benchmark facilities in the course of carrying out his duties.

       


      
        
           

        

        
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      3. Availability
        of Consultant

       

      Consultant
        shall make his services available to Benchmark upon execution of this Agreement
        and at agreed-upon times thereafter. Notwithstanding the foregoing, Consultant’s
        services may be requested or arranged for in any convenient manner, including
        by
        telephone, so long as written confirmation is made within three (3) weeks
        of the
        original request. It is understood that at any given time Consultant may
        be
        engaged by another customer or client as long as such customer or client
        does
        not compete with Benchmark, and that as a result he/she may not be able to
        devote full consecutive working days to Benchmark projects.

       

      4. Work
        Product

       

      4.1 All
        projects, services, designs, drawings, inventions, charts, memoranda, manuals,
        computer programs (including but not limited to source code for such programs),
        and physical articles and data of every description made by or for Consultant
        in
        the performance of this Agreement (hereinafter “Work Product”) is work made for
        hire and shall be given to and become the property of Benchmark, who shall
        have
        sole right, title and interest to such property, and all originals and copies
        thereof not already in the possession of Benchmark shall be immediately
        delivered by Consultant to Benchmark upon termination of this Agreement.
        Consultant will seek permission from Benchmark should Consultant wish to
        keep
        copies of materials for archival purposes.

       

      4.2 To
        the
        extent that Consultant’s Work Product is copyrightable, Consultant hereby
        transfers, grants, conveys, assigns and relinquishes exclusively to Benchmark
        all right title and interest in such Work Product, including all rights in
        copyright. Consultant shall perform any acts that may be deemed necessary
        or
        desirable by Benchmark to evidence more fully the transfer of ownership of
        all
        such Work Product generated or developed hereunder to Benchmark to the fullest
        extent possible, including, without limitation, the making of further written
        assignment in a form determined by Benchmark. To the extent that any preexisting
        rights are embodied or reflected in the Work Product generated by Consultant
        hereunder, Consultant hereby grants to Benchmark the irrevocable, perpetual,
        nonexclusive, worldwide, royalty-free right and license to 1) use, execute,
        reproduce, display, perform, distribute copies of and prepare derivative
        works
        based upon such preexisting rights and any derivative works thereof, and
        2)
        authorize others to do any or all of the foregoing.

       


      
        
           

        

        
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      4.3 To
        the
        extent the Consultant invents anything or first reduces to practice an invention
        in the course of performance of this Agreement, the Consultant hereby assigns
        such invention and any resulting patent to Benchmark and agrees to execute
        such
        documents as deemed necessary by Benchmark to assign such invention to
        Benchmark, and further agrees to do all things necessary to assist Benchmark
        in
        applying for any patent on such invention and any resulting patent and make
        all
        assignments and execute all documents necessary with regard to the patent
        application and any resulting patent.

       

      4.4 No
        rights
        or licenses to trademarks, inventions, copyrights, patents or other intellectual
        property are implied or granted under this Agreement. Proprietary Information
        shall not be reproduced in any form except as required to accomplish the
        intent
        of this Agreement.

       

      5. Confidential
        Information

       

      5.1 During
        the term of this Agreement and thereafter, Consultant shall treat as
        confidential all information obtained by him for and from Benchmark and all
        information compiled or generated by him under this Agreement for Benchmark
        including, but not limited to, business information, manufacturing information,
        technical data, drawings, flow charts, program listings, software code, and
        other software, plans and projections. Consultant shall not disclose or refer
        to
        the work to be performed under this Agreement in any manner that would identify
        Benchmark without the advance written permission of Benchmark.

       

      5.2 Nothing,
        however, in this Agreement shall obligate Consultant to treat as confidential
        any information which:

       

      5.2.1 is
        or
        becomes generally known to the public, without the fault of the
        Consultant;

       

      5.2.2 is
        disclosed to Consultant, without obligation of confidentiality, by a third
        party
        having the right to make such disclosure;

       


      
        
           

        

        
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      5.2.3 was
        previously known to Consultant, without obligation of confidentiality, which
        fact can be demonstrated by means of documents which are in the possession
        of
        Consultant upon the date of this Agreement; or

       

      5.2.4 is
        required to be disclosed by law, except to the extent eligible for special
        treatment under an appropriate protective order, provided that Consultant
        shall
        promptly advise Benchmark of any requirement to make such disclosure of which
        he
        becomes aware of, to allow Benchmark the opportunity to obtain a protective
        order and assist Benchmark in so doing.

       

      5.3 It
        is
        Benchmark’s policy not to unlawfully or improperly receive or use confidential
        information, including trade secrets, belonging to others. This policy precludes
        Benchmark from obtaining, directly or indirectly from any employee, consultant,
        or other individual rendering services to Benchmark confidential information
        of
        a prior employer, client or any other person which such employee, consultant,
        or
        individual is under an obligation not to disclose. The Consultant agrees
        to
        abide by this policy.

       

      6. Payment
        of Fees and Expenses

       

      Benchmark
        shall pay Consultant for services rendered in accordance with Exhibit A hereto.
        In addition to the foregoing, Benchmark shall pay Consultant for his actual
        expenses (including coach-class travel, reasonable lodging, food and other
        related and out-of-pocket expenses) which have been approved in advance by
        Benchmark’s General Counsel and which are reasonable and necessary.

      


      7. Term

       

      The
        term
        of this Agreement shall commence on the effective date hereof, and unless
        modified by mutual agreement of the parties or terminated earlier pursuant
        to
        the terms of this Agreement, shall continue for one year. The term may be
        extended for additional periods by mutual written agreement of the parties.
        The
        obligations of Paragraphs 4 and 5, and obligations to make payments for expenses
        incurred and work done under Paragraph 6, shall, however, survive
        termination.

       


      
        
           

        

        
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      8. Termination

       

      8.1 This
        Agreement may be terminated by either party upon prior written notice, if
        the
        other party materially breaches any term hereof, by
        giving
        the breaching party one-month prior written notice of the termination to
        allow
        the breaching party to cure the breach. If the breaching party fails to cure
        the
        breach during such one-month period, the Agreement will terminate.

       

      8.2 This
        Agreement may be terminated by either party at any time for any reason upon
        prior written notice to the other party, provided however, if Benchmark
        terminates this Agreement pursuant to this Section 8.2, Consultant shall
        continue to receive the fees detailed in Exhibit A for the remainder of the
        term.

       

      8.2.1 Upon
        termination of this Agreement for any reason, Consultant shall promptly return
        to Benchmark all copies of any Benchmark data, records, or materials of whatever
        nature or kind, including all materials incorporating the proprietary
        information of Benchmark. Consultant shall also furnish to Benchmark all
        Work
        Product and work in progress or portions thereof, including all incomplete
        work.

       

      8.3 No
        termination shall affect Benchmark’s or Consultant’s rights and responsibilities
        under Paragraphs 4, 5 and 6 hereof.

       

      9. Conflicting
        Agreements and Non-Competition

       

      Prior
        to
        and during the term of this Agreement, Consultant shall disclose to Benchmark
        any existing or proposed agreements to which Consultant is a party and which
        constitute a potential conflict of interest. Without the prior written consent
        of the Company, Consultant agrees that he will not during the term of this
        agreement directly or indirectly engage in any business competitive with
        Benchmark and not solicit, for other than personal use, from any of Benchmark’s
        clients, customers, suppliers or contacts for the purposes of doing business
        with such persons or entities and will not interfere with the business
        relationship between Benchmark and such persons and/or entities. 

       


      
        
           

        

        
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      10. Entire
        Agreement

       

      This
        Agreement sets forth the entire understanding and agreement of the parties
        as to
        the subject matter of this Agreement and merges and supersedes all prior
        and
        contemporaneous agreements or representations, written or oral. It may be
        changed only by an agreement in writing signed by the party against whom
        enforcement or any waiver, change, modification, extension or discharge is
        sought and expressly referring to this Agreement.

       

      11. Construction

       

      This
        Agreement shall be governed and construed in accordance with the laws of
        the
        State of Texas, United States of America.

       

      12. Partial
        Invalidity

       

      If
        any
        provision of this Agreement is held by a court of competent jurisdiction
        to be
        invalid, void, or unenforceable, the remaining provisions shall nevertheless
        continue in full force without being impaired or invalidated in any
        way.

       

      13. Warranty

       

      Consultant
        represents and warrants (a) that all services shall be performed in a
        workmanlike manner and with professional diligence and skill, and (b) that
        Consultant will perform all work called for in compliance with applicable
        law.

       

      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates
        below written.

       

      


       

      
        	
                CONSULTANT

              	 	
                BENCHMARK
                  ELECTRONICS, INC.

              
	 	 	 
	 	 	 
	 	 	 
	
                __________________________________

              	 	
                _____________________________

              
	 	 	
                Cary
                  T. Fu

              
	 	 	
                Chief
                  Executive Officer

              
	 	 	 
	 	 	 
	 	 	 
	
                Date:______________________________

              	 	
                Date:    November
                  4,
                  2008               
                  

              


      

      


      



      
        
           

        

        
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      CONSULTING
        SERVICE AGREEMENT

       

      Exhibit
        A

       

      
        	
                For
                  Internal Use Only

              
	
                Requisition
                  #:

              	
                 

              	
                Job
                  Code:

              	
                 

              
	
                Job
                  Title:

              	
                 

              	
                Supervisor:

              	
                 

              
	
                Department:

              	
                 

              	
                Business
                  Unit:

              	
                 

              


      

      


       

      DESCRIPTION
        OF SCOPE OF WORK AND PAYMENT OF FEES AND EXPENSES

       

      
        	 	
                1.

              	
                With
                  respect to Section 2 of the Agreement, Consultant shall provide
                  services
                  as described below:

              


      

      


      ·    
        Under
        specific assignment by the CEO and agreed upon by Consultant, represent the
        Company’s interests before customers, suppliers, government officials, and
        others as designated by the CEO; Consultant agrees that from time to time,
        at
        reasonable times and upon reasonable advance notice from the Company, he
        will
        respond within a reasonable time to answer questions or other inquiries from
        the
        Company and advise the Company as reasonably requested by the Company. In
        addition, subject to the oversight and review by the Company’s Board of
        Directors and its CEO, Consultant agrees to (i) assist the Company in
        obtaining financing relating to business operations and acquisitions and
        assist
        with any subsequent negotiations with lenders; (ii) assist the Company in
        developing tax planning strategies; (iii) assist the Company with filings
        required under and compliance with applicable federal securities laws;
        (iv) assist the Company with preparation of its internal and public
        financial statements, budgets and other financial planning processes; and
        (v) provide and assist in such other services as may be reasonably
        requested by the Company. and

      ·     
        Perform
        other such duties as may be requested from time to time by the CEO.

      


      
        	 	
                2.

              	
                With
                  respect to Section 6 of the Agreement, the following procedures
                  apply:

              


      

      


      In
        consideration of the services to be performed by Consultant, Benchmark shall
        pay
        Consultant $___________ in the aggregate, which shall be payable in equal
        installments over a __________ month period commencing on December 1, 2008
        and
        ending on ______________. Benchmark shall provide reasonable telephone and
        e-mail support during the term of this Agreement. Consultant and Benchmark
        agree
        to make an estimate of hours prior to initiation of work defined in (1) above.
        Consultant will inform Benchmark if work identified in (1) above is to exceed
        the projected hours prior to exceeding any estimate. Authorization to exceed
        estimate is valid only with prior written consent by Benchmark’s General
        Counsel.


      
        
           

        

        
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      CONSULTING
        SERVICE AGREEMENT

      Exhibit
        B

      


      


      


      Date:
        ______________________

      


      


      


      Description
        of
        Work:____________________________________________________________

      


      _____________________________________________________________________________

      


      _____________________________________________________________________________

      


      _____________________________________________________________________________

      


      _____________________________________________________________________________

      


      


      


      


      


      Approved
        on this ______ day of _________________, 2008 by:

      


      


      ___________________________________

      Name:
        Kenneth S. Barrow

      Title:
        VP, General Counsel

      


      
        
           

        

        
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