BENCHMARK ELECTRONICS, INC. NONQUALIFIED STOCK OPTION AGREEMENT

This Benchmark Electronics, Inc. Nonqualified Stock Option Agreement ("Agreement") is between Benchmark Electronics, Inc., a Texas corporation (the "Company") and _________________ (the "Optionee").

WHEREAS, to carry out the purposes of the Benchmark Electronics, Inc. 2000 Stock Awards Plan (the "Plan") by providing an award of a nonqualified stock option  to retain and attract personnel of outstanding ability, to provide additional motivation to the  employee to continue to exert employee's best efforts for the success and welfare of the Company and the benefit of the Company's stockholders, and to protect the Company’s confidential information from unauthorized disclosure and use, the Committee (as defined in the Plan) has determined that the Company’s interests will be advanced by the issuance to Optionee of a nonqualified stock option under the Plan.

NOW THEREFORE, for and in consideration of these premises it is agreed as follows:

I.            Option .  Subject to the terms and conditions contained herein, the Company hereby irrevocably grants to Optionee the right and option ("Option") to purchase from the Company __________(             ) shares of the Company's common stock, $0.10 par value ("Common Stock"), at a price of   $              per share (“Option Price”), which is not less than the fair market value of a share of Common Stock on the Grant Date (as defined in Section 2 below).

II.           Option Period .  The Option herein granted may be exercised by Optionee in whole or in part at any time during a ten (10) year period (the "Option Period") beginning on __________ (the "Grant Date"), subject to the limitation that said Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years of employment with the Company or its Affiliates beginning on the Grant Date in accordance with the following schedule:

Notwithstanding anything in this Agreement to the contrary, the Committee, in its sole discretion may waive the foregoing schedule of vesting and upon written notice to the Optionee, accelerate the earliest date or dates on which any of the Options granted hereunder are exercisable.

III.          Procedure for Exercise .  The Option herein granted may be exercised by written notice by Optionee to the Secretary of the Company setting forth the number of shares of Common Stock with respect to which the Option is to be exercised accompanied by payment for the shares to be purchased, and specifying the address to which the certificate for such shares is to be mailed.  The notice shall be accompanied by (i) cash, cashier's check, bank draft, postal or express money order payable to the order of the Company, or other immediately available funds, or (ii) at the election of the Optionee and agreed to by the Committee, certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, or (iii) any combination of the preceding, equal in value to the aggregate exercise price.  Notice may also be delivered by fax or telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the fax or telecopy transmission is received by the Company.  As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section III.  The Optionee shall have no rights as a stockholder with respect to any shares of Common Stock until the date of issuance of a certificate for shares of Common Stock.

IV.          Termination of Employment .  If the Optionee's employment with the Company is terminated during the Option Period for any reason other than death or disability, the unexercisable portion of the Option shall thereupon terminate.  Any exercisable portion of the Option on the date of his termination of employment may be exercised by the Optionee during a three-month period beginning on such date, whereupon after the end of such three-month period, the Option shall terminate; provided, however, that if the Optionee's employment is terminated because of the Optionee's theft or embezzlement from the Company, disclosure of Confidential Information or trade secrets of the Company, or the commission of a willful, felonious act while in the employment of the Company, then such exercisable portion of the Option shall expire upon such termination of employment.  In no event may the Option be exercised after the end of the Option Period.

V.            Disability or Death .  If the Optionee's employment with the Company is terminated by his disability or death, the unexercisable portion of the Option shall thereupon terminate.  If the Optionee's employment with the Company is terminated by his disability or death, any exercisable portion of the Option on the date of such disability or death thereafter shall be exercisable by the Optionee, his executor or administrator, or the person or persons to whom his rights under this Agreement pass by will or by the laws of descent and distribution, as the case may be, for a period of three months from the date of the Optionee's disability or death, whereupon, after the end of such three-month period, the Option shall terminate.  In no event may the Option be exercised after the end of the Option Period.  The Optionee shall be deemed to be disabled if, in the opinion of a physician selected by the Committee, he is incapable of performing services for the Company by reason of any medically determinable physical or mental impairment which can be expected to result in death or to be of long, continued and indefinite duration.

VI.           Transferability .  This Option shall not be transferable by Optionee otherwise than by Optionee's will or by the laws of descent and distribution.  During the lifetime of Optionee, the Option shall be exercisable only by him.  Any heir or legatee of Optionee shall take rights herein granted subject to the terms and conditions hereof.  No such transfer of this Option Agreement to heirs or legatees of Optionee shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof.

VII.          No Rights as Stockholder .  Optionee shall have no rights as a stockholder with respect to any shares of Common Stock covered by this Option Agreement until the date of issuance of a certificate for shares of Common Stock as provided in Section III above.  Until such time, Optionee shall not be entitled to dividends attributable to such shares or to vote such shares at meetings of the stockholders of the Company.  Except as provided in Section VIII hereof, no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash or securities or other property) paid or distributions or other rights granted in respect of any share of Common Stock for which the record date for such payment, distribution or grant is prior to the date upon which the Optionee shall have exercised said Option by written notice and payment to the Company, as provided hereinabove.

VIII.         Change of Control .

A.           Upon the occurrence of a Change of Control (as defined below), the Option shall immediately vest and become exercisable, and, the Committee, in its discretion, may determine to effect one or more of the following alternatives with respect to the Option:  (1) determine a limited period of time for the exercise of the Option on or before a specified date (before or after such Change of Control) after which specified date any portion of the Option left unexercised shall terminate, (2) require the mandatory surrender to the Company of some or all of the Option held as of a date, before or after such Change of Control, specified by the Committee, in which event the Committee shall thereupon cancel the Option and the Company shall pay to Optionee an amount of cash per share equal to the excess, if any, of the Change of Control Value  (as defined below) of the shares subject to the Option over the exercise price under the Option for such shares, (3) make such adjustments to the Option as the Committee deems appropriate to reflect such Change of Control (provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary to the Option) or (4) provide that thereafter upon any exercise of the Option, the Optionee shall be entitled to purchase under the Option, in lieu of the number of shares of Common Stock then covered by the Option, the number and class of shares of stock or other securities or property (including, without limitation, cash) to which the Optionee would have been entitled pursuant to the terms of the agreement of merger, consolidation or sale of assets and dissolution if, immediately prior to such merger, consolidation or sale of assets and dissolution, the Optionee has been the holder of record of the number of shares of Common Stock then covered by the Option.  The provisions contained in this paragraph shall not alter any rights or terminate any rights of the Optionee to further payments pursuant to any other agreement with the Company following a Change of Control.

b.           "Change of Control" means the occurrence of any of the following events: (i) the acquisition by any person or group of persons (as such terms are defined and used in Sections 3(a)(9 and 14(d)(2), respectively, of the Securities Exchange Act of 1934, as amended ("1934 Act")) of beneficial ownership (as defined in Rule 13d-3 issued under the 1934 Act), directly or indirectly, of securities representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securi