EMPLOYMENT AGREEMENT

This Employment Agreement, dated as of March 10, 2009, (the “Agreement”), is by and between Donald F. Adam (the “Employee”) and Benchmark Electronics, Inc., a Texas corporation (the “Company”).

In consideration of the mutual covenants and conditions contained herein, the parties hereto agree as follows:

Section 1.   Employment .  The Company hereby agrees to employ the Employee, and the Employee hereby accepts employment by the Company, upon the terms and subject to the conditions hereinafter set forth.  During the term of his employment, the Employee shall have the title of Vice President and Chief Financial Officer.

Section 2.   Duties .  In his capacity as Vice President and Chief Financial Officer of the Company, the Employee shall perform such reasonable executive duties as a Vice President and Chief Financial Officer would normally perform or as otherwise specified in the By-laws of the Company, and such other reasonable executive duties as the Board of Directors of the Company may from time to time reasonably prescribe with the concurrence of the Employee.  Except as otherwise provided herein, except as may otherwise be approved by the Board of Directors of the Company, and except during vacation periods and reasonable periods due to sickness, personal injury or other disability, the Employee agrees to devote substantially all of his available time to the performance of his duties to the Company hereunder, provided that nothing contained herein shall preclude the Employee from (i) serving on the board of directors of any business or corporation on which he is serving on the date hereof or, with the consent of the Board of Directors, 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 the Employee’s duties hereunder.

Section 3.   Term .  Except as otherwise provided herein, the term of this Agreement shall be for one (1) year (the “Initial Term”), commencing on the date of this Agreement.  This Agreement shall be automatically renewed thereafter for successive one (1) year terms (each such renewal term, a “Renewal Term”), unless either party gives to the other written notice of termination no fewer than ninety (90) days prior to the expiration of any such Renewal Term, which notice shall expressly refer to this Section 3 of the Agreement and state that such party does not wish to extend this Agreement (any such notice, a “Non-Renewal Notice”).  Any such Non-Renewal Notice given by the Company shall constitute a termination of the Employee’s employment without Cause for purposes of this Agreement.  The Initial Term, as the same may be extended by any Renewal Term, is referred to herein as the “Employment Term.”  The provisions of this Agreement shall survive any termination hereof.

Section 4.   Compensation and Benefits .  In consideration for the services of the Employee hereunder, the Company shall compensate the Employee and perform its other obligations as provided in this Section 4.

(a) Base Salary .  Commencing on the date hereof, the Employee shall be entitled to receive, and the Company shall pay the Employee in equal bi-weekly installments, a base salary at a rate per annum of Three Hundred Thousand United States Dollars ($300,000), as increased from time to time by  the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”).  Commencing in 2006 and from time to time at least annually thereafter, the Compensation Committee shall review and evaluate the annual base salary of the Employee in accordance with its standard policies and practices for key executive employee compensation and, in its discretion, may increase the Employee’s annual base salary commencing on August 1, 2009 and on anniversaries of such date thereafter.  The amount of such base salary for each respective annual one (1) year period, including any increases hereafter approved, is referred to as the “Base Salary” for such respective one year period.  The Employee’s Base Salary may not and shall not be decreased or reduced more than ten percent (10%) in any year, including but not limited to after giving effect to any such increase.

(b) Bonus .  During the Employment Term, the Employee shall be eligible to participate in any annual fiscal year bonus program that may be provided by the Company for its key executive employees, subject to its terms and conditions.  On February 17, 2009, the Compensation Committee adopted a formal bonus plan (the “Executive Bonus Plan”) for eligible senior executive officers, including the Employee.  The Executive Bonus Plan provides the Employee with a target bonus opportunity of Fifty percent (50%) of Base Salary for each calendar year in the Employment Term if the Company attains specified performance objectives for such year, and an over achievement bonus opportunity of up to One Hundred percent (100%) of Base Salary if the Company exceeds the foregoing performance objectives by predetermined amounts.  Such objectives and targets shall be determined on an annual basis each year during the Employment Term, and shall be reasonably satisfactory to the Company and the Employee.  All bonuses payable to the Employee under the Executive Bonus Plan or any other annual bonus plan shall be determined and paid on or prior to March 31 of the year following the year for which such bonus is payable.

(c) Other Long Term Incentive Compensation .  The Employee shall be entitled to participate in all long-term incentive compensation programs for key executives (if any) at a level commensurate with his position.

(d) Other Benefits .  During the term of this Agreement, the Employee shall be entitled to participate in and receive benefits under any and all pension, profit-sharing, life and other insurance, medical, dental, health and other welfare and fringe benefit plans and programs, and be provided any and all other perquisites, that are from time to time made available to executive employees or other employees of the Company.  The Employee shall also be entitled to an amount of paid vacation per calendar year, and sick leave and illness and disability benefits, in accordance with such reasonable Company policy as may be applicable from time to time to key executive employees.

Section 5.   Expenses and Other Employment-Related Matters .  It is acknowledged by the parties that the Employee, in connection with the services to be performed by him pursuant to the terms of this Agreement, will be required to make payments for travel, entertainment and similar expenses.  The Company shall reimburse the Employee for all reasonable expenses incurred by the Employee in connection with the performance of his duties hereunder or otherwise on behalf of the Company.

Section 6.   Termination .  The Employee’s employment may terminate prior to the end of the Employment Term as provided in this Section 6.

(a) Death or Disability .  The Employee’s employment will terminate (x) immediately upon the death of the Employee during the term of his employment hereunder or (y) at the option of the Company, upon thirty (30) days’ prior written notice to the Employee, in the event of the Employee’s disability.  The Employee shall not be deemed disabled unless, as a result of the Employee’s incapacity due to physical or mental illness (as determined by a physician selected by the Employer or its insurers and reasonably acceptable to the Employee or his representative), the Employee shall have been absent from and unable to perform his duties with the Company on a full-time bases for one hundred twenty (120) consecutive business days.   In the event of termination of the Employee’s employment pursuant to this Section 6(a):

(1) The Company shall immediately pay the Employee any portion of the Employee’s Base Salary accrued but unpaid through the date of such termination and all payments and reimbursements under Section 5 hereof for expenses incurred prior to such termination.  Six (6) months after the date of termination, the Company will make a lump sum cash payment equal to the Employee’s Base Salary and a prorated annual bonus for the year of termination equal to Twenty-Five percent (25%) of the amount calculated by dividing the Employee’s annual Base Salary at the date of such termination by twelve (12) and multiplying the result by the number of months in the year of such termination that began or ended prior to the date of such termination.  If the Company achieves target performance objectives for the entire year in which such termination occurs that, under the Executive Bonus Plan or any other then effective bonus plan, would have entitled the Employee to receive an annual bonus for such year calculated at a percent greater than Twenty-Five percent (25%) of Base Salary, the Employee or his estate shall be entitled to receive, at the time such bonus would have normally been payable or six (6) months after the termination of employment (whichever later occurs), an additional amount equal to (x) such larger bonus amount divided by twelve (12) and multiplied by the number of months in the year of such termination that began or ended prior to the date of such termination minus (y) the amount previously paid pursuant to the preceding sentence.

(2) The Employee shall be entitled to receive all vested benefits under the Company’s otherwise applicable plans and programs.

(b) For Cause .  The Company may terminate the employee’s employment for Cause (as defined below) upon written notice by the Company to the Employee, such termination to take effect on the date determined in accordance with the last paragraph of this Section 6(b) below to be the termination date for such purpose.  In the event of termination of the Employee’s employment for Cause pursuant to this Section 6(b):

(1) The Company shall immediately pay the Employee (i) any portion of the Employee’s Base Salary accrued but unpaid through the date of such termination and (ii) all payments and reimbursement under Section 5 hereof for expenses incurred prior to such termination.

(2) The Employee shall be entitled to receive all vested benefits under the Company’s otherwise applicable plans and programs.

For purposes of this Agreement, the term “Cause” shall mean the Employee’s (i) gross negligence in the performance of his duties with the Company, which gross negligence results in a material adverse effect on the Company, provided that no such gross negligence will constitute “Cause” if it relates to an action taken or omitted by the Employee in the good faith, reasonable belief that such action or omission was in or not opposed to the best interests of the Company; (ii) habitual neglect or disregard of his duties with the Company that is materially and demonstrably injurious to the Company, after written notice from the Company stating the duties the Employee has failed to perform; (iii) engaging in conduct or misconduct that materially harms the reputation or financial position of the Company; (iv) 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 (v) conviction of a felony, provided that no such conviction will constitute “Cause” if it relates to an action taken or omitted by the Employee in the good faith, reasonable belief that such action or omission was in or not opposed to the best interest of the Company.  The Employee’s employment may not and shall not be terminated for Cause unless the (1) Board of Directors provides the Employee with written notice stating the conduct alleged to give rise to such Cause, (2) the Employee has been given an opportunity to be heard by the Board, (3) in the case of clause (i) or (ii) of the definition of Cause, the Employee has been given a reasonable time to cure, and the Employee has not cured such negligence or failure to the reasonable satisfaction of the Board, and (4) the Board has approved such termination by majority vote of the members of the Board of Directors, excluding the Employee.

(c) By Company Without Cause .  The Company may terminate the Employee’s employment at any time for any reason without Cause.  In the event of any termination of the Employee’s employment by the Company without Cause:

(1) The Company shall pay the Employee severance pay for the Severance Period (as defined below) at the per annum rate which shall equal one hundred percent (100%) of his Base Salary at the date of such termination.  The Company shall pay such severance pay in lump sum six (6) months after the date of such termination.  The Company’s obligation to make such payments shall be absolute and unconditional.  Without limiting the foregoing, such payments shall not be subject to any right of offset or similar right, and the Employee shall have no obligation of mitigation or similar obligation with respect thereto.

(2) The Company shall immediately pay the Employee the portion of the Employee’s Base Salary accrued but unpaid through the date of such termination and all payments and reimbursements under Section 5 hereof for expenses incurred prior to such termination.  Six (6) months after the date of termination, the Company will pay a prorated annual bonus for the year of termination equal to Twenty Five percent (25%) of the amount calculated by dividing the Employee’s annual Base Salary at the date of such termination by twelve (12) and multiplying the result by the number of months in the year of such termination that began or ended prior to the date of such termination.  If the Company achieves target performance objectives for the entire year in which such termination occurs that, under the Executive Bonus Plan or any other then effective bonus plan, would have entitled the Employee to receive an annual bonus for such year calculated at a percent greater than Twenty Five percent (25%) of Base Salary, the Employee (or his estate) shall be entitled to receive, and the Company shall pay, at the time the bonus would have normally been payable or six (6) months after the termination of employment (whichever later occurs), an additional amount equal to (x) such larger bonus amount divided by twelve (12) and multiplied by the number of months in the year of such termination that began or ended prior to the date of termination minus (y) the amount previously paid pursuant to the preceding sentence.

(3) The Employee shall be entitled to receive all vested benefits under the Company’s otherwise applicable plans and programs.

(4) Following such termination, the Employee shall be entitled to continue participation in all medical, dental, health and other welfare benefits (or receive comparable coverage if such participation is not permitted under the terms of such plans or if the Board, at its option, determines that it is in the best interest of the Company to provide such comparable coverage rather than continued participation in the Company’s plans) until the end of the Severance Period upon the same terms and conditions that would have applied if the Employee continued to be employed by the Company, provided that the benefits referred to in this clause (4) will cease if and to the extent the Employee becomes eligible for similar benefits by reason of new employment.

For purposes of this Agreement, the term “Severance Period” means a period equal to one (1) full year beginning on the date of such termination.

(d) By Employee for Good Reason .  The Employee may terminate his employment at any time for Good Reason (as defined below).  In the event of any termination of the Employee’s employment by the Employee for Good Reason:

(1) The Company shall pay the Employee severance pay for the Severance Period (as defined above) at the per annum rate which shall equal one hundred percent (100%) of his Base Salary at the date of such termination.  The Company shall pay such severance pay in lump sum six (6) months after the date of such te