EXHIBIT 10.1

                                 FIRST AMENDMENT
                       TO THE BENCHMARK ELECTRONICS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

                              W I T N E S S E T H:
                              --------------------

      WHEREAS,  Benchmark Electronics,  Inc. ("Benchmark")  presently sponsors
and maintains the Benchmark  Electronics,  Inc.  Employee  Stock Purchase Plan
("Plan") which became effective May 1, 1999; and

      WHEREAS, Benchmark, pursuant to Section 20 of the Plan, has the right to
amend the Plan, from time to time, subject to certain limitations.

      NOW, THEREFORE, in order to make various revisions desired by Benchmark,
the Plan is hereby amended in the following manner:

      1. Effective as of the date hereof, Section 6 of the Plan is hereby
amended by adding the following paragraph to be the last paragraph of Section 6:

      Notwithstanding the above, if a Participant has been making contributions
      pursuant to this Section during a Purchase Period, and during such
      Purchase Period, Benchmark announces a divestiture of a Subsidiary or a
      group of assets ("Announcement") whereby the Participant's employment with
      Benchmark or its Subsidiary will be terminated, then the Participant may
      within at least five (5) business days prior to the Purchase Date (as
      defined in Section 9) immediately following the Announcement, elect to
      have all contributions made during such Purchase Period paid back to him
      or her in cash as soon as administratively possible after the Purchase
      Date. If such election is made, no Common Stock will be purchased for the
      Participant on the Purchase Date.

      2. Effective as of the date hereof, Section 9 of the Plan is hereby
amended by amending the first sentence of the third paragraph of Section 9 to
read as follows:

      Except as provided in the last paragraph of Section 6, as of the Purchase
      Date, the Custodian shall apply the contributions to each Participant's
      account during the Purchase Period to the purchase of shares of Common
      Stock.

      IN WITNESS WHEREOF, Benchmark has executed this First Amendment to the
Benchmark Electronics, Inc. Employee Stock Purchase Plan effective as of the 1st
day of April, 2000.
                                    BENCHMARK ELECTRONICS, INC.


                                    By: /s/ DONALD E. NIGBOR
                                    Name:   DONALD E. NIGBOR
                                    Title:  President

                                    By: /s/ CARY T. Fu
                                    Name:   CARY T. FU
                                    Title:  EXECUTIVE VICE President