Exhibit 10.2


Transition Agreement and Release of
All Claims


THIS TRANSITION AGREEMENT
AND RELEASE OF ALL CLAIMS (this “Agreement”) is made by and between
Scott R. Peterson (“Executive”) and Benchmark Electronics, Inc., a Texas
corporation (“Company”). The Company and Executive are collectively
referred to herein as the “Parties.”


WHEREAS, Executive is
employed by the Company as its Vice President, General Counsel and Secretary
and is a party to an Executive Severance Agreement dated August 26, 2014 (the “ESA”); 


WHEREAS, Executive has
agreed to relinquish his title of Vice President, General Counsel and Secretary
effective December 31, 2017 but continue his employment, in a transitional
role, through March 16, 2018;


WHEREAS, the termination
of Executive’s employment on March 16, 2018 shall constitute a termination
“without Cause” pursuant to Section 6(c) of the ESA;


WHEREAS, Executive will be
entitled to receive the severance benefits specified in the ESA upon a
termination “without Cause” if, among other things, he signs (and does not
revoke) this Agreement;


WHEREAS, in exchange for
Executive’s continued employment through March 16, 2018, Executive will receive
certain benefits but will forfeit certain rights under the ESA as described in
this Agreement; and


WHEREAS, unless
specifically defined in this Agreement, capitalized terms used in this
Agreement shall have the meanings ascribed to them in the ESA.


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


1.           
Transition Period and Termination of Employment. 


(a)         
The Company and Executive agree that it is in the Parties’ best
interests for Executive to resign his position as Vice President, General
Counsel and Secretary and all other positions, titles, authorities and
responsibilities with the Company and any of its subsidiaries or affiliates,
without any further action on Executive’s part, effective as of December 31,
2017 (“Transition Date”). After the Transition Date and through March
16, 2018 (“Termination Date”) (with the period beginning on the
Transition Date and ending on the Termination Date referred to herein as the “Transition
Period”), Executive shall remain an “at will” employee of the Company and
shall diligently perform the duties assigned to him by the Chief Executive
Officer 












	

     

    


    
	 















 





and/or the Vice President of Worldwide Human
Resources. Such duties will differ from the duties currently assigned to
Executive, and shall include cooperation and assistance in the transition of
Executive’s responsibilities to others and cooperating with the Company’s
efforts in connection with the orientation of Executive’s successor. As part of
Executive’s obligations during the Transition Period, he will be expected to
cooperate with and assist the Company and its subsidiaries and affiliates, and
their respective legal counsel at such times as the Parties may agree in
connection with any litigation, arbitration, or other legal process affecting
the Company or its subsidiaries or affiliates of which Executive has knowledge.
During the Transition Period, Executive will not be required to be in the
office or maintain a full-time schedule, but he will make himself available as
needed. Executive may engage in other business activities during the Transition
Period consistent with the provisions of Section 13, below.


(b)         
On the Termination Date, Executive’s “at will” employment with the
Company and its subsidiaries and affiliates will be terminated “without Cause”
pursuant to Section 6(c) of the ESA. Except for the compensation and benefits
described below, Executive shall cease to actively participate in any plans,
programs, policies or arrangements of the Company or any of its subsidiaries or
affiliates as of the Termination Date, and none of the payments or benefits
paid to Executive after the Termination Date shall be contributed to any
employee benefit plan, nor will any contribution (matching or otherwise) be
made by the Company or any of its subsidiaries or affiliates to any employee
benefit plan of the Company.  For the avoidance of doubt, the Parties agree
that all amounts in Executive’s account in the Benchmark Electronics, Inc.
Deferred Compensation Plan (“DCP”) are fully vested and will be paid to
Executive at the time, and in the form, contemplated by the DCP and nothing in
this Agreement shall affect Executive’s right to receive such deferred
compensation amounts. Although it is anticipated that Executive’s “at will”
employment will continue until the Termination Date, Executive acknowledges and
agrees that the Company reserves the right to terminate his employment “for
Cause” prior to the Termination Date, in which case, he would not be entitled
to receive any of the severance payments or continued health insurance coverage
premium payments described in Section 3, below, or the Transition Period
consideration described in Section 4, below (and in which case, the term
“Termination Date” shall mean the effective date of Executive’s termination
“for Cause”).


(c)         
Executive agrees to execute on or following the date hereof any
necessary supplemental documentation provided to him by the Company in
furtherance of the transition of his role from Vice President, General Counsel
and Secretary as described in this Section 1. 


2.           
Accrued Obligations.  Regardless of whether Executive signs this
Agreement, following the Termination Date, the Company shall pay Executive an
amount in cash equal to: (a) his earned, due and unpaid wages and salary and
earned but unused vacation time through the Termination Date, payable within 10
days following the Termination Date; and (b) all unreimbursed documented
business expenses incurred prior to the Termination Date, payable in accordance
with the Company’s expense reimbursement policy. For the avoidance of doubt,
the amounts 












	

     

    


    
	 















 





due to Executive pursuant to the DCP shall
be paid to him regardless of whether Executive signs this Agreement at the
time, and in the form, contemplated by the DCP.


3.           
Separation Pay under ESA and 2017 Bonus. Provided that Executive
signs (and does not revoke) this Agreement and the Supplemental Release
described in Section 9, below, and complies with Section 13,
below, following the effective date of the Supplemental Release, Executive
shall be entitled to receive (a) the severance pay described in Section 6(c)(3)
of the ESA, and (b) the continued health insurance coverage premium payments
described in Section 6(c)(5) of the ESA, except that: (i) the duration of the
Severance Period described in Section 6(c)(3) of the ESA shall begin on the
Termination Date and end on December 31, 2018 for all purposes under the ESA;
and (ii) the duration of the continued health insurance coverage premium
payments described in Section 6(c)(5) of the ESA shall begin on the Termination
Date and end on December 31, 2018. In addition, notwithstanding anything in
this Agreement to the contrary, as long as Executive signs (and does not
revoke) this Agreement and the Supplemental Release and does not terminate his
own employment prior to the Transition Date or is not terminated by the Company
“for Cause” prior to the Transition Date, for the 2017 calendar year, Executive
shall be entitled to receive the full (not  pro-rated) bonus earned under
the Bonus Plan, with the amount due, if any, calculated in accordance with the
provisions of the Bonus Plan, and paid at the same time and in the same manner
other executive officers of the Company receive their 2017 bonus.  For the
avoidance of doubt, Executive shall not be entitled to participate in the Bonus
Plan in 2018 or at any time in the future. By signing this Agreement, Executive
expressly consents to the modification of severance pay and benefits described
in this Section 3.  Executive acknowledges and agrees that the payments
described in Section 2 and this Section 3 fully satisfy the
Company’s obligations to Executive pursuant to the ESA and that he is not owed
any further monies, benefits, or other compensation pursuant to the ESA
including, without limitation, any enhanced severance pay or benefits in
connection with a future Change in Control.


4.           
Consideration during Transition Period.  Provided that Executive
signs (and does not revoke) this Agreement and the Supplemental Release
described in Section 9, below, and complies with all of the other
provisions of this Agreement, in consideration for Executive’s services through
the Termination Date, Executive shall be entitled to receive the following:


(a)         
The continuation of Executive’s current annualized base salary of
$371,000 and, subject to the provisions, rules, and regulations of the
Company’s benefit plan documents, the employee benefits (but not incentive
compensation) he was entitled to receive immediately prior to the Transition
Date.


(b)         
The restricted stock unit awards and nonqualified stock option awards
awarded to Executive pursuant to the Company’s 2010 Omnibus Incentive
Compensation Plan that vest solely based on the passage of time shall continue
to vest through the Termination Date. For the avoidance of doubt, Executive
shall not be entitled to receive any long-term incentive compensation awards
pursuant to the Company’s 2010 Omnibus Incentive Compensation Plan or any
successor plan in 2018 or at any time in the future, and any long-term
incentive compensation awards that are 












	

     

    


    
	 















 





unvested and
outstanding as of the Termination Date shall be forfeited and cancelled for no
consideration as of the Termination Date.


(c)         
Through the Termination Date, Executive’s activities shall continue to
be covered by his Indemnity Agreement with the Company dated August 26, 2014
(the “Indemnity Agreement”) as though Executive were performing them in
his capacity as an officer of the Company.


5.           
Death or Disability. If Executive dies or becomes Disabled
following the date on which he executes this Agreement, Executive (or his
estate) shall be entitled to receive the accrued obligations described in Section
2, above, and the vested employee benefits, if any, to which Executive is
entitled pursuant to the terms and conditions of the Company’s benefit plans.
Further, if, as of the date of Executive’s death or Disability, Executive has
complied with all of the terms and conditions of this Agreement (other than the
execution of the Supplemental Release described in Section 9), Executive
(or his estate) shall be entitled to receive: (i) the severance pay and
continued health insurance coverage premium payments described in Section 3,
above, except that the duration of the Severance Period for purposes of the
severance pay shall begin on the date of his death or Disability and end on
December 31, 2018 and the duration of the continued health insurance coverage
premium payments shall begin and end over such same period; and (ii) to the
extent not yet paid, the full (not  pro-rated) 2017 bonus earned under
the Bonus Plan as described in Section 3. For the avoidance of doubt, if
Executive dies or becomes Disabled after the severance and continued health
insurance coverage premiums payments described in Section 3 have already
commenced, such payments and benefits shall continue to be paid/provided to
Executive (or his estate) in accordance with Section 3.  To the extent
required by Tax Code Section 409A, “Disability” shall have the meaning ascribed
to it in Treasury Regulation Section 1.409A-3(j)(2).


6.           
Release and Waiver. Executive, on behalf of himself and his agents,
heirs, executors, administrators, successors and assigns, hereby RELEASES AND
FOREVER DISCHARGES the Company, its subsidiaries and its affiliates, as well as
its or their respective past or present 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 Agreement. 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 Company, including, without
limitation, Executive’s termination of employment, the ESA (except with respect
to the ESA matters preserved by this Agreement), or Executive’s status as a
shareholder of the Company. It is Executive’s intention that this Agreement
constitute a full and final general release of all such claims and that this
release be as broad as possible. Without limiting the foregoing in any way 












	

     

    


    
	 















 





and to the fullest extent allowed by law, this release
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; the Employee Retirement Income Security Act;
the Worker Adjustment and Retraining Notification Act; the Older Workers
Benefit Protection Act (“OWBPA”); the National Labor Relations Act; the
Unfair Business Practices Act; the Consolidated Omnibus Budget Reform Act;
Uniformed Services Employment and Reemployment Rights Act; Fair Credit
Reporting Act; False Claims Act; Family Medical Leave Act; Fair Labor Standards
Act; the False Claims Act; the Genetic Information Non-Discrimination Act; the
Lilly Ledbetter Fair Pay Act; Arizona Civil Rights Act; Arizona Employment
Protection Act; the anti-retaliation provisions of the Arizona Workers
Compensation law; Arizona state wage payment laws including the Arizona Wage
Act; the Texas Commission on Human Rights Act; the Texas Labor Code; and any
other federal, state or local laws or regulations concerning employment or
prohibiting employment discrimination, harassment or retaliation, or any claims
arising from any applicable local, state, or federal law, common law claims,
and wage or benefit claims, including, without, limitation, claims for salary,
bonuses, commissions, equity awards, vesting acceleration, vacation pay, fringe
benefits, severance pay or any other form of compensation. This release also
includes any claims against the Company and/or the Released Parties based on
promissory estoppel, restitution, misrepresentation, invasion of privacy,
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. By signing this Agreement, Executive does not relinquish: (a) any
right to any vested benefits under any benefit plans or arrangements maintained
by the Company or its subsidiaries or affiliates; (b) any right to
indemnification under any applicable directors and officers liability insurance
policy, the Indemnity Agreement, applicable state and federal law and Company’s
articles of incorporation and bylaws; or (c) Executive’s right to receive
the compensation and benefits described in this Agreement.  The Parties agree
that the foregoing provisions do not apply to claims and rights that arise
after the date of Executive’s execution of this Agreement.


7.           
No Lawsuits, Complaints or Claims.  To the fullest extent allowed
by law, Executive waives his right to file any charge or complaint against the
Company and/or any of the Released Parties arising out of his employment,
termination from employment, the ESA or any facts occurring prior to his
execution of this Agreement 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 Agreement, 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 that cannot be validly
waived or released by private agreement.  Specifically, nothing in this
Agreement shall prevent Executive from filing a charge or complaint with, or
from participating in, an investigation or proceeding conducted by the SEC,
EEOC or any other federal, state or local agency charged with the enforcement
of any 












	

     

    


    
	 















 





employment laws. However, Executive understands
that by signing this Agreement, Executive waives the right to recover any
damages or to receive other relief in any claim or suit brought by or through
the EEOC or any other state or local deferral agency on his behalf to the
fullest extent permitted by law, but expressly excluding any award or other
relief available from the SEC.  This Agreement 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
and agrees that he has been paid all wages owed to him prior to the date
hereof, including, but not limited to, all salary, bonuses, and commissions,
and that he has not been denied any legally-protected leave.  Other than as set
forth in this Agreement, Executive acknowledges and agrees that he is not
entitled to any severance or other payment under the ESA or any other plan,
program, or agreement previously entered into with the Company. Executive
further acknowledges that he has no pending workers’ compensation claims and
that this Agreement is not related in any way to any claim for workers’
compensation benefits, and that he has no basis for such a claim.


8.           
Consultation; Review; Revocation.  In accordance with the ADEA,
as amended by OWBPA, Executive is advised to consult with an attorney before
signing this Agreement. Executive is given a period of 21 days in which to
consider whether to enter into this Agreement. Executive does not have to
utilize the entire 21-day period before signing this Agreement, and may waive
this right.    Changes to this Agreement, whether material or immaterial, do
not restart the running of the 21-day consideration period.  If Executive does
enter into this Agreement, he may revoke the Agreement within 7 days after
his execution of the Agreement. Any revocation must be in writing, sent via
certified mail or email, and must be received by the Vice President of
Worldwide Human Resources of the Company no later than midnight of the 7th day
after execution by Executive (and postmarked on or before midnight of the 7th
day after Executive’s execution of this Agreement). In the event Executive
revokes this Agreement, Executive understands that this Agreement will be null
and void, and he will not be entitled to receive the severance payments and
benefits described in the ESA or Sections 3 or 4, above. If
Executive does not revoke this Agreement, the Agreement will become effective,
irrevocable, binding and enforceable on the 8th day after Executive signs the
Agreement. For the avoidance of doubt, nothing in this Agreement prevents or
precludes Executive from challenging or seeking a determination in good faith
of the validity of this waiver under the ADEA, nor does it impose any condition
precedent, penalties or costs from doing so, unless specifically authorized by
federal law.


9.           
Supplemental Release. As a condition to receiving the severance
payments and benefits described in Section 3 and the additional
consideration described in Section 4 and Section 5, on the
Termination Date, Executive shall sign and deliver to the Vice President of
Worldwide Human Resources of the Company, the Supplemental Release Agreement
attached hereto as Attachment A. 














	

     

    


    
	 















 





10.        
Dispute Resolution. The Parties agree that any dispute or
controversy arising from or related to this Agreement shall be decided by the
arbitration procedures set forth in Section 10 of the ESA.





 














	

     

    


    
	 















 





11.        
General. 


(a)         
All payments required to be made by the Company under this Agreement
shall be subject to the withholding of such amounts, if any, relating to federal,
state and local taxes as may be required by law. Executive acknowledges and
affirms his consent to, and understanding of, the Tax Code Section 409A related
provisions set forth in the ESA and the application of such provisions to the
payments described in Section 3, above.


(b)         
Executive specifically acknowledges and agrees that a breach of Section
13, below, will result in the immediate discontinuance of any payments or
benefits due pursuant to this Agreement.  The Parties acknowledge and agree
that upon any breach by Executive of his obligations under Section 13,
the Company will have no adequate remedy at law, and accordingly will be
entitled to specific performance and other appropriate injunctive and equitable
relief.  Executive shall not, and Executive waives and releases any rights or
claims to, contest or challenge the reasonableness, validity or enforceability
of the obligations described in Section 13. 


(c)         
Executive acknowledges that the amounts paid to him, including the
amounts paid pursuant to this Agreement,  may be subject to recoupment or
clawback pursuant to the any applicable policy adopted by the Company or by
applicable law, and Executive agrees to comply with any such policy or law and
to repay such amounts to the extent required thereunder.


(d)         
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 of this
Agreement will remain in full force and effect and will not be affected by the
illegal, invalid or unenforceable provision. 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)         
No delay or omission by either Party in exercising any right, power or
privilege under this Agreement 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)          
The 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 the Company to expressly assume
and agree to perform this Agreement in the same manner and to the same extent
the 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 the Company
and any successor to the Company, including without limitation any persons
acquiring directly or indirectly all or substantially all of the business or
assets of the Company whether by 












	

     

    


    
	 















 





purchase, merger,
consolidation, reorganization, or otherwise (and such successor shall
thereafter be deemed the “Company” for the purposes of this Agreement).


(g)         
This Agreement, the ESA, the Company’s 2010 Omnibus Incentive
Compensation Plan and the applicable award agreements, contain the entire
understanding of the Parties relating to the subject matter described in this
Agreement.  This Agreement may not be amended or modified except by a written
instrument hereafter signed by the Parties, and may not be waived except by a
written instrument signed by the Party granting such waiver.


(h)         
This Agreement and the performance of this Agreement 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 Texas, without regard to
the principles or rules of conflict thereof.


12.        
Consult an Attorney; No Representations. Executive acknowledges
that the Company has advised him to consult an attorney, at his expense,
concerning his rights and the terms of this Agreement, 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 he pursue any of the rights that he waived in this
Agreement. Executive has not relied upon any representations or statements made
by the Company in deciding whether to execute this Release.


13.        
Restrictive Covenants.  Executive acknowledges and hereby affirms
his obligations under Section 8 and Section 9 of the ESA and hereby
acknowledges that nothing in this Agreement or the Supplemental Release
Agreement shall release Executive from his obligations pursuant to Section 8
and Section 9 of the ESA including, without limitation, his obligations regarding
confidentiality, non-competition, non-solicitation, and non-disparagement.


By signing this
Agreement before the 21 day period described in Section 7 expires,
Executive waives Executive’s right under the ADEA and the OWBPA to 21 days to
consider the terms of this Agreement. In any case, however, Executive retains
the right to revoke this Agreement within 7 days, as described in Section 7,
above.


SCOTT R.
PETERSON                       BENCHMARK
ELECTRONICS, INC.


/s/ Scott R.
Peterson                              By:             
/s/ Kevin O’Connor                                                


Date: 7
December 2017                        Its:  Vice President Human
Resources          


Date:         7
December 2017                            





















	

     

    


    
	 















 





ATTACHMENT
A


SUPPLEMENTAL RELEASE OF ALL CLAIMS


On December 7, 2017, I
signed a TRANSITION AGREEMENT AND RELEASE OF ALL CLAIMS (the “Agreement”).  As
required by Section 9 of the Agreement, by signing this Supplemental Release of
All Claims ("Supplemental Release"), I hereby renew and reaffirm my
release and waiver of all potential claims against the Released Parties as defined
in the Agreement through the date of my execution of this Supplemental Release.


In accordance with the
ADEA as defined in the Agreement, I acknowledge and agree that I have been
fully advised of my rights under the ADEA with respect to the Agreement and
this Supplemental Release. My agreements and understandings regarding the ADEA
are hereby incorporated by reference and such understandings include, but are
not limited to, that I have been advised to consult with an attorney before
signing this Supplemental Release and have been given a period of 21 days in
which to consider whether to enter into this Supplemental Release. I understand
that I do not have to use the entire 21-day period before signing this
Supplemental Release, and may waive this right. If I enter into this
Supplemental Release, I understand that I may revoke the Supplemental Release
and that any such revocation must be in writing, sent via certified mail or
email to the Vice President of Worldwide Human Resources of the Company, and
postmarked on or before the end of the 7th day after my timely execution of
this Supplemental Release. If I revoke this Supplemental Release, I understand
that this Supplemental Release will be null and void, and that I will not be
entitled to receive the payments described in Section 3 and 4 of the Agreement.
If I do not revoke this Supplemental Release, it will become effective,
irrevocable, binding and enforceable on the 8th day after I execute it.


I expressly
acknowledge and agree that I have been paid all wages owed to me prior to the
date hereof, including, but not limited to, all salary, bonuses, commissions,
and pay for earned but unused vacation.  


I understand that my
entitlement to the consideration described in the Agreement is conditioned upon
me signing, not revoking, and abiding by the terms of the Agreement and this
Supplemental Release.


If I sign this Supplemental Release, I
understand that I must sign and return it to the Vice President of Worldwide
Human Resources within 21 days after the Termination Date as defined in the
Agreement, but not before the day after the Termination Date.


                                                                                                 Date:                                        


Scott
R. Peterson