EMPLOYMENT AGREEMENT
This Employment Agreement, dated as of December 1, 2016 ("Agreement"), is hereby
entered into by and between Paul J. Tufano ("Employee") and Benchmark
Electronics, Inc., a Texas corporation ("Company").
RECITALS
In connection with Employee's appointment by Company as its President and Chief
Executive Officer, Employee and Company desire to enter into an employment
agreement with the terms and conditions set forth herein.
AGREEMENT
In consideration of the mutual covenants and conditions contained herein, the
parties hereto agree as follows:
SECTION 1.
EMPLOYMENT.
COMPANY HEREBY AGREES TO EMPLOY EMPLOYEE, AND EMPLOYEE
HEREBY ACCEPTS EMPLOYMENT BY COMPANY, UPON THE TERMS AND SUBJECT TO THE
CONDITIONS HEREINAFTER SET FORTH.
DURING THE TERM OF HIS EMPLOYMENT, EMPLOYEE
SHALL HAVE THE TITLE OF PRESIDENT AND CHIEF EXECUTIVE OFFICER OF COMPANY.
SECTION 2.
DUTIES.
IN HIS CAPACITY AS PRESIDENT AND CHIEF EXECUTIVE OFFICER
OF COMPANY, EMPLOYEE SHALL PERFORM SUCH REASONABLE EXECUTIVE DUTIES AS THE
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF A PUBLIC COMPANY OF THE SIZE AND SCOPE
OF COMPANY WOULD NORMALLY PERFORM OR AS OTHERWISE SPECIFIED IN THE BYLAWS OF
COMPANY, AND SUCH OTHER REASONABLE EXECUTIVE DUTIES AS THE BOARD OF DIRECTORS OF
COMPANY (THE "BOARD") MAY FROM TIME TO TIME REASONABLY PRESCRIBE WITH THE
CONCURRENCE OF EMPLOYEE.
EMPLOYEE SHALL REPORT DIRECTLY AND SOLELY TO THE
CHAIRMAN OF THE BOARD AND COLLECTIVELY TO THE BOARD.
IT IS THE INTENTION OF THE
PARTIES HERETO THAT EMPLOYEE SHALL CONTINUE TO SERVE ON THE BOARD DURING THE
EMPLOYMENT TERM (AS DEFINED IN SECTION 3 BELOW).
EXCEPT AS OTHERWISE PROVIDED
HEREIN, EXCEPT AS MAY OTHERWISE BE APPROVED BY THE BOARD, AND EXCEPT DURING
VACATION PERIODS AND REASONABLE PERIODS DUE TO SICKNESS, PERSONAL INJURY OR
OTHER DISABILITY, EMPLOYEE AGREES TO DEVOTE SUBSTANTIALLY ALL OF HIS AVAILABLE
TIME TO THE PERFORMANCE OF HIS DUTIES TO COMPANY HEREUNDER, PROVIDED
THAT
NOTHING CONTAINED HEREIN SHALL PRECLUDE EMPLOYEE FROM (I) SERVING ON THE BOARD
OF DIRECTORS OF, OR AS AN ADVISOR TO, ANY BUSINESS OR CORPORATION ON WHICH HE IS
SERVING ON THE DATE HEREOF OR, WITH THE CONSENT OF THE BOARD, SERVING ON THE
BOARD OF DIRECTORS OF ANY OTHER BUSINESS OR CORPORATION, (II) SERVING ON THE
BOARD OF, OR WORKING FOR, ANY CHARITABLE OR COMMUNITY ORGANIZATION, AND (III)
PURSUING HIS PERSONAL FINANCIAL AND LEGAL AFFAIRS, SO LONG AS SUCH ACTIVITIES DO
NOT MATERIALLY INTERFERE WITH THE PERFORMANCE OF EMPLOYEE'S DUTIES HEREUNDER.
NOTWITHSTANDING CLAUSE (I) IN THE PREVIOUS SENTENCE, (A) THE BOARD RESERVES THE
RIGHT TO REVIEW AND APPROVE CONTINUATION IN ANY EXISTING OR OTHER BOARD OR
ADVISORY SERVICES AT ANY TIME DURING THE EMPLOYMENT TERM, AND (B) EMPLOYEE SHALL
IMMEDIATELY NOTIFY THE BOARD IN THE EVENT THAT ANY OF THE ACTIVITIES SET FORTH
IN THE IMMEDIATELY PREVIOUS SENTENCE MATERIALLY INTERFERE WITH THE PERFORMANCE
OF EMPLOYEE'S DUTIES HEREUNDER.
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SECTION 3.
TERM.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THE TERM OF THIS
AGREEMENT SHALL COMMENCE ON DECEMBER 1, 2016 (THE "EFFECTIVE DATE") AND SHALL
END ON DECEMBER 31, 2018 (THE "INITIAL TERM").
THIS AGREEMENT SHALL BE SUBJECT
TO A SINGLE, ONE-YEAR