EXHIBIT
10.1


PERFORMANCE-BASED
RESTRICTED STOCK UNIT AWARD AGREEMENT


Performance-Based
Restricted Stock Unit Award Agreement under the Benchmark Electronics, Inc.
2010 Omnibus Incentive Compensation Plan, 
dated as of ____________, between Benchmark Electronics, Inc. (the “Company”),
a Texas corporation, and [NAME].


This
Performance-Based Restricted Stock Unit Award Agreement (this “Award
Agreement”) sets forth the terms and conditions of a target award (the “Award”)
of _______ restricted stock units that
are subject to the terms and conditions specified herein (“RSUs”) and
that are being granted to you on the date hereof under the Benchmark
Electronics, Inc. 2010 Omnibus Incentive Compensation Plan (the “Plan”). 
Each RSU subject to this Award constitutes an unfunded and unsecured promise of
the Company to deliver (or cause to be delivered) to you, subject to the terms
of this Award Agreement, a share of the Company’s common stock, $0.10 par value
(a “Share”), as set forth in Section 3 of this Award Agreement.


THIS AWARD IS SUBJECT TO ALL
TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD AGREEMENT, INCLUDING THE
DISPUTE RESOLUTION PROVISIONS SET FORTH IN SECTION 10 OF THIS AWARD
AGREEMENT.  BY SIGNING YOUR NAME BELOW, YOU SHALL HAVE CONFIRMED YOUR
ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AWARD AGREEMENT.


The
Plan. 
This Award is made pursuant to the Plan, all the terms of which are hereby
incorporated in this Award Agreement.  In the event of any conflict between the
terms of the Plan and the terms of this Award Agreement, the terms of the Plan
shall govern.  In the event of any conflict between the terms of this Award
Agreement and the terms of any individual employment agreement between you and
the Company or any of its Subsidiaries (an “Employment Agreement”), the
terms of your Employment Agreement shall govern.


Definitions.  Capitalized
terms used in this Award Agreement that are not defined in this Award Agreement
have the meanings as used or defined in the Plan.  As used in this Award
Agreement, the following terms have the meanings set forth below:


(a)  “Business Day”
means a day that is not a Saturday, a Sunday or a day on which banking
institutions are legally permitted to be closed in the City of New York.


(b)  “Cause”
means the occurrence of any one of the following:


(i)  your gross
negligence in the performance of your duties with the Company, which gross
negligence results in a material adverse effect on the Company, provided that
no such gross negligence shall constitute “Cause” if it relates to an action
taken or omitted by you in the good faith, reasonable belief that such action
or omission was in or not opposed to the best interests of the Company;


(ii)  your habitual
neglect or disregard of your duties with the Company that is materially and
demonstrably injurious to the Company, after written notice from the Company
stating the duties you have failed to perform;


(iii)  your engaging in
conduct or misconduct that materially harms the reputation or financial
position of the Company;


(iv)  your
obstruction, impedance or failure to materially cooperate with an investigation
authorized by the Board, a self-regulatory organization empowered with
self-regulatory responsibilities under Federal or state laws, or a governmental
department or agency; or





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(v)  your conviction
of a felony, provided that no such conviction will constitute “Cause” if it
relates to an action taken or omitted by you in the good faith, reasonable
belief that such action or omission was in or not opposed to the best interests
of the Company.


(c)  “Good Reason”
means the occurrence of any one of the following:


(i)  a material
diminution of your duties or responsibilities;


(ii)  a greater than
10% reduction in your base salary, annual bonus opportunity or long-term
incentive compensation opportunity; or


(iii)  a material
breach by the Company of any provision of your Employment Agreement or any
other agreement between you and the Company.


A
termination of your employment by you for Good Reason shall be effectuated by
giving the Company written notice (“Notice of Termination for Good Reason”),
not later than 90 days following the date of the occurrence of the circumstance
that constitutes Good Reason, setting forth in reasonable detail the specific
conduct of the Company or any of its Subsidiaries that constitutes Good Reason
and the specific provisions of this Award Agreement, your Employment Agreement
or any other agreement between you and the Company on which you relied.  The
Company shall be entitled, during the 30-day period following receipt of a
Notice of Termination for Good Reason, to cure the circumstances that gave rise
to Good Reason, provided that the Company shall be entitled to waive its right
to cure or reduce the cure period by delivery of written notice to that effect
to you (such 30-day or shorter period, the “Cure Period”).  If, during
the Cure Period, such circumstance is remedied, you shall not be permitted to
terminate your employment for Good Reason as a result of such circumstance. 
If, at the end of the Cure Period, the circumstance that constitutes Good
Reason has not been remedied, you shall be entitled to terminate your
employment for Good Reason during the 90-day period that follows the end of the
Cure Period (the “Termination Period”).  If you do not terminate your
employment during the Termination Period, you shall not be permitted to
terminate your employment for Good Reason as a result of such circumstance.


 


“Payment
Formula” means the formula set forth in ________ that determines the number
of RSUs that shall vest pursuant to this Award Agreement based on whether, or
the extent to which, the Performance Goals are achieved.


“Performance
Goals” means the goals set forth in ________, the achievement of which
determines the number of RSUs that shall vest pursuant to this Award Agreement.


“Performance
Period” means the period of time specified in ________, over which the
achievement of the Performance Goals shall be measured.


Vesting
and Delivery. 
(a)  Performance-Based
Vesting.  

Except as otherwise provided in your Employment Agreement or Section 3(b) of
this Award Agreement, the vesting of your rights with respect to the RSUs shall
be contingent on the achievement of the Performance Goals as set forth in
Attachment A.  Accordingly, unless otherwise provided in your Employment
Agreement or Section 3(b) of this Award Agreement, your rights with respect to
the RSUs subject to this Award Agreement shall not become vested unless and
until the Committee, in its sole discretion, determines whether, or the extent
to which, the Performance Goals have been achieved.  As soon as reasonably
practicable following the end of the Performance Period and in no event later
than March 15 of the calendar year following the calendar year in which the
Performance Period ends, the Committee shall determine whether, or the extent
to which, the Performance Goals have been achieved (the date of such
determination, the “Determination Date”) and shall provide notice to you
of such determination as soon as reasonably practicable following such
determination in accordance with Section 11 of this Award Agreement.  Upon such
determination by the Committee and subject to the provisions of the Plan and
this Award Agreement (including Section 3(c) of this Award Agreement), you shall
vest in that percentage of the target number of RSUs that is determined
pursuant to the Payment Formula set forth in ________.  Notwithstanding the
foregoing, pursuant to Section 4 of this Award Agreement and except as
otherwise provided in your Employment Agreement or Section 3(b) of this Award
Agreement, in order for your rights with respect to any RSUs to become vested,
you must be 



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employed by the Company or one of its
Subsidiaries on the last day of the Performance Period and by March 15th
of the following calendar year.


Vesting
following a Change of Control.  If, during the two-year period
immediately following a Change of Control, your employment is terminated by the
Company or any of its Subsidiaries without Cause or you terminate your
employment for Good Reason on or prior to the last day of the Performance
Period, then you shall vest in 100% of the target number of RSUs set forth in
________, and the date of such termination of employment shall be deemed to be
the Determination Date.


Negative
Discretion. 
This Award is intended to constitute a Performance Compensation Award that
qualifies as “qualified performance-based compensation” under Section 162(m) of
the Code and, therefore, is subject to all provisions of Section 6(e) of the
Plan, including the Committee’s authority to reduce or eliminate the number of
RSUs awarded to you pursuant to this Award Agreement, even if the Performance
Goals have been achieved and without regard to your Employment Agreement.


Delivery
of Shares. 
As soon as reasonably practicable following the Determination Date and in no
event later than March 15 of the calendar year following the calendar year in
which (i) the Performance Period ends or (ii) in the event Section 3(b) of this
Award Agreement applies, the Determination Date occurs, the Company shall
deliver to you one Share for each RSU awarded to you pursuant to this Award
Agreement that has vested in accordance with the terms of this Award Agreement,
subject to tax withholding provisions of Section 7 (a) below.


Equity
Ownership Policy. 
Because the Company believes that stock ownership by senior management further
aligns their interest with the interests of the company’s shareholders, the
Company has established an equity ownership policy for certain of senior
management.  According to that policy, the Company expects you to retain 20% of
each vesting of RSUs until you own during the term of your employment with the
Company shares of stock having a market value equal to _______ times your annual
base salary (such salary measured as of January 1st of the year of
the Vesting Date).


Forfeiture
of RSUs. 
Unless the Committee determines otherwise, and except as otherwise provided in
your Employment Agreement or Section 3(b) of this Award Agreement, if your
rights with respect to any RSUs awarded to you pursuant to this Award Agreement
have not become vested prior to the date on which your employment with the
Company and its Subsidiaries terminates, your rights with respect to such RSUs
shall immediately terminate, and you shall be entitled to no further payments
or benefits with respect thereto.


Voting
Rights; Dividend Equivalents.  Prior to the date on which Shares are
delivered to you in settlement of the RSUs pursuant to this Award Agreement,
you shall not be entitled to exercise any voting rights with respect to the
Shares underlying such RSUs and shall not be entitled to receive dividends or
other distributions with respect to such Shares.


Non-Transferability
of RSUs. 
Unless otherwise provided by the Committee in its discretion, RSUs may not be
sold, assigned, alienated, transferred, pledged, attached or otherwise
encumbered except as provided in Section 9(a) of the Plan.  Any purported
sale, assignment, alienation, transfer, pledge, attachment or other encumbrance
of an RSU in violation of the provisions of this Section 6 and Section
9(a) of the Plan shall be void. 


Withholding,
Consents and Legends. 
(i)  Withholding.  
The delivery of Shares pursuant to Section 3 of this Award Agreement is
conditioned on satisfaction of any applicable withholding taxes in accordance
with Section 9(d) of the Plan.  In the event that there is withholding tax
liability in connection with the settlement of RSUs, you may satisfy, in whole
or in part, any withholding tax liability by having the Company withhold from
the Shares you would be entitled to receive upon settlement of the RSUs a
number of Shares having a Fair Market Value (which shall either have the
meaning set forth in the Plan or shall have such other meaning as determined by
the Company in accordance with applicable withholding requirements) equal to
such withholding tax liability.


Consents;
Compliance with Law. 
Your rights in respect of the RSUs are conditioned on the receipt to the full
satisfaction of the Committee of any required consents that the Committee may
determine to be 



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necessary or advisable (including your
consenting to the Company’s supplying to any third-party record-keeper of the
Plan such personal information as the Committee deems advisable to administer
the Plan) and, in accordance with Section 9(l) of the Plan, subject to the
Committee’s determination that the issuance of Shares pursuant to this Award
Agreement is compliant with applicable law. 


Legends.  The Company
may affix to certificates for Shares issued pursuant to this Award Agreement
any legend that the Committee determines to be necessary or advisable
(including to reflect any restrictions to which you may be subject under any
applicable securities laws).  The Company may advise the transfer agent to
place a stop order against any legended Shares.


Successors
and Assigns of the Company.  The terms and conditions of this Award Agreement
shall be binding upon and shall inure to the benefit of the Company and its
successors and assigns.


Committee
Discretion. 
Subject to the terms of this Award Agreement and your Employment Agreement, the
Committee shall have discretion with respect to any actions to be taken or
determinations to be made in connection with this Award Agreement, and its
determinations shall be final, binding and conclusive.


Dispute
Resolution. 
(ii)  Jurisdiction
and Venue.  Notwithstanding any provision in your Employment Agreement, you
and the Company hereby irrevocably submit to the exclusive jurisdiction of
(i) the United States District Court for the Southern District of Texas
and (ii) the courts of the State of Texas for the purposes of any action,
suit or other proceeding arising out of this Award Agreement or the Plan.  You
and the Company agree to commence any such action, suit or other proceeding
either in the United States District Court for the Southern District of Texas
or, if such action, suit or other proceeding may not be brought in such court
for jurisdictional reasons, in the courts of the State of Texas.  You and the
Company further agree that service of any process, summons, notice or document
by U.S. registered mail to the applicable address set forth in Section 11 of
this Award Agreement shall be effective service of process for any action, suit
or other proceeding in Texas with respect to any matters to which you have
submitted to jurisdiction in this Section 10(a).  You and the Company
irrevocably and unconditionally waive any objection to the laying of venue of any
action, suit or other proceeding arising out of this Award Agreement or the
Plan in (A) the United States District Court for the Southern District of
Texas or (B) the courts of the State of Texas, and hereby and thereby
further irrevocably and unconditionally waive and agree not to plead or claim
in any such court that any such action, suit or other proceeding brought in any
such court has been brought in an inconvenient forum.


Waiver
of Jury Trial. 
You and the Company hereby waive, to the fullest extent permitted by applicable
law, any right either of you may have to a trial by jury in respect to any
litigation directly or indirectly arising out of, under or in connection with
this Award Agreement or the Plan. 


Confidentiality.  You hereby
agree to keep confidential the existence of, and any information concerning, a
dispute described in this Section 10, except that you may disclose
information concerning such dispute to the court that is considering such
dispute or to your legal counsel, accountants and other representatives
(provided that such counsel, accountants and other representatives agree not to
disclose any such information other than as necessary to the prosecution or
defense of the dispute).


Notice.  All notices,
requests, demands and other communications required or permitted to be given
under the terms of this Award Agreement shall be in writing and shall be deemed
to have been duly given when delivered by hand or overnight courier or three
Business Days after they have been mailed by U.S. registered mail, return
receipt requested, postage prepaid, addressed to the other party as set forth
below:


	
  If
  to the Company:

  	
  Benchmark
  Electronics, Inc.

  3000 Technology Drive

  Angleton, Texas 77515

  Attention: 
  General Counsel

   

  
	

  If
  to you:

  	
  To
  your address as most recently supplied to the Company and set forth in the
  Company’s records

   

  









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The parties may
change the address to which notices under this Award Agreement shall be sent by
providing written notice to the other in the manner specified above.


Governing Law.  This Award Agreement shall
be deemed to be made in the State of Texas, and the validity, construction and
effect of this Award Agreement in all respects shall be determined in
accordance with the laws of the State of Texas, without giving effect to the
conflict of law principles thereof.


Headings and Construction.  Headings are given to the
Sections and subsections of this Award Agreement solely as a convenience to
facilitate reference. Such headings shall not be deemed in any way material or
relevant to the construction or interpretation of this Award Agreement or any
provision thereof.  Whenever the words “include”, “includes” or “including” are
used in this Award Agreement, they shall be deemed to be followed by the words
“but not limited to”.  The
term “or” is not exclusive.


Amendment
of this Award Agreement.  The Committee may waive any conditions or rights
under, amend any terms of, or alter, suspend, discontinue, cancel or terminate
this Award Agreement prospectively or retroactively; provided, however,
that any such waiver, amendment, alteration, suspension, discontinuance,
cancelation or termination that would materially and adversely impair your
rights under this Award Agreement shall not to that extent be effective without
your consent (it being understood, notwithstanding the foregoing proviso, that
this Award Agreement and the RSUs shall be subject to the provisions of
Section 7(c) of the Plan).


SECTION 2.  Section 409A.  (a)  For purposes of
Section 409A of the Code (“Section 409A”), it is intended that amounts
payable pursuant to this Award Agreement qualify for the short-term deferral
exception under Treas. Reg. Section 1.409A-1(b)(4) or any successor thereto,
and all provisions of this Award Agreement shall be construed and interpreted
in a manner consistent with such exception.


(b)  In the event
that it is determined that any amounts payable pursuant to this Award Agreement
do not qualify for the short-term deferral exception under Treas. Reg. Section
1.409A-1(b)(4) or any successor thereto, it is intended that the provisions of
this Award Agreement comply with Section 409A, and all provisions of this
Award Agreement shall be construed and interpreted in a manner consistent with
the requirements for avoiding taxes or penalties under Section 409A and
any similar state or local law.


(c)  Neither you nor
any of your creditors or beneficiaries shall have the right to subject any
deferred compensation (within the meaning of Section 409A) payable under
this Award Agreement to any anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment or garnishment.  Except as
permitted under Section 409A, any deferred compensation (within the
meaning of Section 409A) payable to you or for your benefit under this
Award Agreement may not be reduced by, or offset against, any amount owing by
you to the Company or any of its Subsidiaries.


(d)  To the extent
required by Section 409A, any amount payable under the Award Agreement
that constitutes deferred compensation (within the meaning of Section 409A)
subject to, and not exempt from, Section 409A, payable or provided to you
upon a termination of employment shall only be paid or provided to you upon
your separation from service (within the meaning of Section 409A).  If, at the
time of your separation from service, (i) you are a specified employee
(within the meaning of Section 409A and using the identification
methodology selected by the Company from time to time) and (ii) the
Company shall make a good faith determination that an amount payable under this
Award Agreement constitutes deferred compensation the payment of which is
required to be delayed pursuant to the six-month delay rule set forth in
Section 409A in order to avoid taxes or penalties under Section 409A,
then the Company (or its Subsidiary, as applicable) shall not pay such amount
on the otherwise scheduled payment date but shall instead accumulate such
amount and pay it, without interest, on the first business day after such
six-month period.





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You
shall be solely responsible and liable for the satisfaction of all taxes and
penalties that may be imposed on you or for your account in connection with
this Award Agreement (including any taxes and penalties under
Section 409A), and neither the Company nor any of its Subsidiaries shall
have any obligation to indemnify or otherwise hold you harmless from any or all
such taxes or penalties.


Counterparts.  This Award
Agreement may be signed in counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument.


IN
WITNESS WHEREOF, the parties have duly executed this Award Agreement as of the
date first written above.


	
   

  	
  BENCHMARK ELECTRONICS, INC.,

  
	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NAME /Date

  






 







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