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.
(B)
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.
(C)
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).
SECTION 11.
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:
Legal Dept.
If to you:
To your address as most recently supplied to the Company and set forth in the
Company's records
5
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.
SECTION 12.
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.
SECTION 13.
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.
SECTION 14.
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