On February 25, 2019, Benchmark Electronics, Inc. (Benchmark) entered into a cooperation agreement with Engaged Capital, LLC, Glenn W. Welling, Engaged Capital Flagship Master Fund LP, Engaged Capital Flagship Fund, LP, Engaged Capital Flagship Fund Ltd. and Engaged Capital Holdings, LLC. As of the date hereof, Engaged Capital beneficially owns 2,116,559 shares, or approximately 5.2%, of the outstanding common stock of Benchmark, par value of $0.10 per share (the "Common Stock"), based on 40,655,159 shares of Common Stock issued and outstanding on February 22, 2019. The following is a summary of the material terms of the Agreement. Pursuant to the Agreement, Engaged Capital may notify Benchmark during the thirty (30) day period following Benchmark's quarterly earnings announcement for each fiscal quarter ending after Benchmark's 2019 annual meeting of shareholders and from January 1, 2020 until the date which is fifteen (15) days before the advance notice deadline for Benchmark's 2020 annual meeting of shareholders of its request that Benchmark's Board of Directors (the "Board") appoint Glenn W. Welling to the Board. No current members of the Board will be required to resign from the Board. Following Engaged Capital's proper written notice, Benchmark will appoint Mr. Welling to the Board following its good faith determination of Mr. Welling's independence and that his appointment would not conflict with Benchmark's Corporate Governance Guidelines. Pursuant to the Agreement, Engaged Capital has withdrawn the nominations of Mr. Welling, Joseph V. Lash and Tonia Pankopf for election to the Board at the 2019 Annual Meeting. In addition, under the terms of the Agreement Engaged Capital has agreed to vote all of its shares of Common Stock in favor of Benchmark's nominees at the 2019 Annual Meeting and has agreed to other customary standstill and voting provisions.