**Exhibit10.21**

 

**SECOND AMENDED ANDRESTATEDEXECUTIVE EMPLOYMENT AGREEMENT**

 

THIS SECONDAMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is madeand entered into as of January 1, 2004 by and among Thermadyne HoldingsCorporation, a Delaware corporation (“Holdings”), the subsidiaries ofHoldings (together with Holdings, the “Employers”), and Patricia S.Williams (“Employee”).

 

**RECITALS**

 

# 1.             Holdings,together with the other Employers, have emerged from bankruptcy under Chapter11 of Title 11 of the United States Code as a public company, and management ofEmployers intend to operate and conduct the respective businesses of Employersto the best of their ability.

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# 2.             Employersand Employee are parties to an Amended and Restated Executive EmploymentAgreement dated June 13, 2002 (the “Prior Employment Agreement”).

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# 3.             ThisAgreement amends, restates and supercedes the Prior Employment Agreement in itsentirety.

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NOW THEREFORE, forand in consideration of the foregoing recitals, and in consideration of themutual covenants, agreements, understandings, undertakings, representations,warranties and promises hereinafter set forth, and intending to be legallybound thereby, Employers and Employee do hereby covenant and agree as follows:

 

## *(a)**          Basic EmploymentProvisions*

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### (i)            *Employment and Term*. Employers hereby employ Employee (hereinafter referred to as the “Employment”)as Vice President General Counsel and Corporate Secretary and Employee agreesto be employed by Employers in such capacity, all on the terms and conditionsset forth herein.  The Employment shallbe for a period (the “Employment Period”) that will (i) commence onMarch 12, 2004 (the “Effective Date”) and continue for at least one yearthereafter (unless earlier terminated as provided herein) and (ii) renew oneach anniversary of the Effective Date thereafter for a one-year period, on thesame terms and conditions contained herein (unless earlier terminated asprovided herein or Employee is timely provided a notice of nonrenewal as providedherein), such that the Employment Period shall extend for a period of one yearfrom the date of each such extension. The Employers must provide Employee with written notice not less than 90days in advance of the applicable anniversary of the Effective Date in order toavoid renewal of the Employment Period on such anniversary as described above (“Non-RenewalNotice”).  A Non-Renewal Notice shall bedeemed given on the date it is received by Employee.  If Employers elect not to renew theEmployment Period in accordance

 

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### with this Section 1(a), Employee shall beentitled to continue to receive from Employers her then current basiccompensation and benefits (to the same extent as provided in Section 4(d) inthe event of a termination without cause) hereunder, such amount and benefitswill continue to be paid in accordance with the payroll practices of Employersfor a period equal to twelve (12) months from the expiration of the EmploymentPeriod.

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### (ii)           *Duties*.  Employeeshall be subject to the direction and supervision of Holding’s Chief ExecutiveOfficer or his delegate (the “CEO”) and, as the Vice President GeneralCounsel and Corporate Secretary, shall have those duties and responsibilitieswhich are assigned to her during the Employment Period by the CEO consistentwith her position.  The parties expresslyacknowledge that the Employee shall devote all of her business time andattention to the transaction of Employers’ businesses as is reasonablynecessary to discharge her supervisory management responsibilitieshereunder.  Employee agrees to performfaithfully the duties assigned to her to the best of her ability.

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## (b)           *Compensation*.

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### (i)            *Salary*.  Employersshall pay to Employee during the Employment Period a salary as basiccompensation for the services to be rendered by Employee hereunder (“BasicCompensation”).  As of the date thisAgreement is signed, the initial Basic Compensation shall be $**194,919** per annum. Such Basic Compensation shall be reviewed no less frequently thanannually by the CEO and may be adjusted by the CEO, subject to the approval ofthe Board of Directors.  Such salaryshall accrue and be payable in accordance with the payroll practices ofEmployers’ subsidiary or subsidiaries in effect from time to time.  All such payments shall be subject todeduction and withholding authorized or required by applicable law.

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### (ii)           *Bonus*.  During theEmployment Period, Employee shall additionally participate in an annual bonusplan providing for an annual bonus opportunity of not less than 50% of Employee’sannual salary for the calendar years thereafter, paid in accordance with theterms set forth in Employers’ then current Management Incentive Plan.

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### (iii)          *Benefits*.  During theEmployment Period, Employee shall be entitled to participate in such employeebenefit plans, programs and arrangements made available to, and on the sameterms as, other similarly situated executives of Employers, including, withoutlimitation, 401(k) plans, tax qualified profit sharing plans and any otherretirement plans, savings plans or deferred compensation plans, health, grouplife (excluding any optional additional coverage), short term disability, longterm disability (not to exceed 60% of Employee’s Basic Compensation otherwisepayable to her for the applicable period), hospitalization and such otherbenefit programs as may be approved from time to time by Employers for theirexecutives.  Nothing herein shall affectEmployers’ right to amend, modify or terminate any retirement or other benefitplan at any time on a company-wide basis for similarly situated executives.

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### (iv)          *Stock Options. *Holdingswill grant Employee stock options (the “Options”) to purchase up to 25,000shares the Common Stock of Holdings****(the “CommonStock”) in accordance with the terms and conditions of Holdings’ stock optionplan. The exercise price for the Options is equal to the closing bid price pershare of the Common Stock on the over-the-counter market as of the close ofbusiness immediately preceding the date the grant was

 

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### approved by the Board of Directors.  Subject in each case to Employee’s executionand delivery of this Agreement and continued Employment until the applicablevesting date, one-half of the Options will become vested and, subject tocompliance with applicable securities laws, exercisable in three equal annualinstallments on August 1, 2004; August 1, 2005, and August 1, 2006, and theremaining one-half of the Options (the “Performance Options”) will becomevested and, subject to compliance with applicable securities laws, exercisablein three equal annual installments on each of the first three anniversaries ofthe date of grant (each an “Installment Date”) if Holdings achieves its Returnon Invested Capital Targets in accordance with its annual budget for theimmediately preceding fiscal year.  Ifany Performance Options do not vest in any year due to the failure to meet theReturn on Invested Capital Targets for such year, such Options shall vest onany subsequent Installment Date if Holdings has cumulatively achieved on suchdate the Return on Invested Capital Targets for the current year, plus theReturn on Invested Capital Targets for the prior years for which such Targetswere not achieved (after taking into account any portion of such Targetsachieved in such prior years).

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## (c)           *Termination*.

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### (i)            *Death or Disability*. Employment of Employee under this Agreement shall terminateautomatically upon the death or total disability of Employee.  For the purpose of this Agreement, “totaldisability” shall be deemed to have occurred if Employee shall have beenunable to perform the duties of her Employment due to mental or physicalincapacity for a period of (i) 90 consecutive days or (ii) 120 non-consecutivedays within any 365 day period.

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### (ii)           *Cause*.  The CEO,subject to the approval of the Board of Directors, may terminate the Employmentof Employee under this Agreement for Cause. For the purposes of this Agreement, “Cause” shall be deemed to be(i) the conviction of a crime by Employee constituting a felony or other crimeinvolving moral turpitude, (ii) an act of dishonesty or disloyalty by Employeethat resulted in or was intended to result in gain to or personal enrichment ofEmployee at any of the Employers’ expense; (iii) the willful engaging byEmployee in misconduct which is injurious to any of the Employers; (iv)Employee’s failure to comply with the material terms of this Agreement; (v)misappropriation by Employee of Employers’ funds; (vi) habitual abuse of alcohol,narcotics or other controlled substances by Employee; (vii) gross negligence inthe performance of Employee’s duties and responsibilities hereunder; (viii) failure by Employee to comply fullywith any lawful directives of the CEO or the Employers; (ix) failure byEmployee to comply fully with any lawful directives of the Board of Directorsof Holdings (the “Board”) adopted by formal written resolutions of theBoard; (x) failure to perform or adhere to the Code of Ethics adopted bythe Board, as the same may be amended by the Board from time to time, a copy ofwhich has been delivered to Employee as adopted by the Board as of the datehereof; or (xi) Employee relocates her primary place of residence more thanseventy-five (75) miles from the present location of Holdings’ corporateheadquarters in St. Louis, Missouri (except if such relocation is expresslyrequested by Holdings).

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### (iii)          *Without Cause*.  Any ofthe Employers, acting alone, may terminate the Employment of Employee underthis Agreement without Cause.

 

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### (iv)          *Constructive Termination*. Employee may elect to terminate her Employment under this Agreement,effective immediately, upon a Constructive Termination Without Cause, asdefined below, by providing Employer written notice within thirty days ofEmployee becoming aware of such Constructive Termination Without Cause.  For purposes of this Agreement, “ConstructiveTermination Without Cause” shall mean a termination of the Employee’semployment at her initiative following the occurrence, without the Employee’sprior written consent, of one or more of the following events:

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#### (1)           anyfailure by the Employers to comply with any of the provisions of thisAgreement, other than an isolated, insubstantial and inadvertent failure notoccurring in bad faith and which is remedied by the Employers within 30 daysafter receipt of written notice thereof given by the Employee;

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#### (2)           withoutthe Employee’s consent, any reduction in salary, bonus percentage, or materialreduction in duties;

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#### (3)           anypurported termination by the Employers of the Employee’s employment otherwisethan as expressly permitted by Section 3(b) of this Agreement;

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#### (4)           anyfailure by the Employers to comply with and satisfy the provisions of Section6 hereof, or failure by any successor (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to all or substantially all ofthe business and/or assets of the Employers to assume expressly and agree toperform this Agreement in the same manner and to the same extent the Employerswould be required to perform it if no such succession had taken place,provided, in either case, that the successor contemplated by Section 6hereof has received, at least 10 days prior to the giving of notice ofconstructive termination by the Employee, written notice from the Employers orthe Employee of the requirements of the provisions of Section 6 or of suchfailure;  or

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(v)           if theEmployers require the Employee to relocate her principal work site to aprincipal work site that is more than seventy-five (75) miles from Employee’sprincipal work site as of the date of this Agreement.

 

## (d)           *Compensation Following Termination*.

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### (i)            *Death. *If theEmployment Period is terminated pursuant to the provisions of Section 3(a)above**due to the death of Employee, thisAgreement shall terminate, and no further compensation shall be payable toEmployee’s estate, heirs or beneficiaries, as applicable, except that Employee’sestate, heirs or beneficiaries, as applicable, shall be entitled to receive (i)Employee’s then current Basic Compensation through the end of the month inwhich Employee’s death occurred, (ii) a pro rata portion (based on a fractionthe numerator of which is the number of days Employee worked in the year ofEmployee’s death and the denominator of which is 365) of the bonus as set forthin Section 2(b) which Employee would have been entitled to receive forthe year in which termination occurs if the performance objectives establishedin Employers’ Management Incentive Plan are achieved, and (iii) anyun-reimbursed expenses pursuant to Section 5 below, and, thereafter,Employers shall have no further obligations or liabilities

 

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### hereunder to Employee’s estate or legal representativeor otherwise, other than the payment of benefits, if any, pursuant to Section2(c).

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### (ii)           *Disability*.  If theEmployment Period is terminated pursuant to the provisions of Section 3(a)above due to Employee’s total disability as determined thereunder, thisAgreement shall terminate, and (i) Employers will continue the payment ofEmployee’s Basic Compensation at the then current rate until the earlier of (A)the benefits under any long-term disability insurance provided by Employerscommences or (B) 180 days from the date of such total disability, (ii)Employers shall pay a pro rata portion (based on a fraction the numerator ofwhich is the number of days Employee worked in the year Employee became totallydisabled and the denominator of which is 365) of the bonus as set forth in Section2(b) which Employee would have been entitled to receive for the year inwhich termination occurs if the performance objectives established in Employers’Management Incentive Plan are achieved, and (iii) Employers shall pay anyun-reimbursed expenses pursuant to Section 5 below.  Thereafter, Employers shall have noobligation for Basic Compensation or other compensation payments to Employeeduring the continuance of such total disability.

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### (iii)          *Termination for Cause or Voluntary Termination*.  If the Employment Period is terminated forCause or voluntarily by the Employee for reasons other than those described in Section3(a) or 3(d) above, no further compensation or benefits shall be paid toEmployee after the date of termination, but Employee shall be entitled toreceive benefits to which she is or may become entitled pursuant to any benefitplan which by its terms survive termination.

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### (iv)          *Termination Without Cause; Constructive Termination*.  If the Employment Period is terminatedpursuant to Section 3(c) or 3(d) above, Employee shall be entitled (i)to continue to receive from Employers her then current Basic Compensation, suchamount to continue to be paid in accordance with the payroll practices ofEmployers for a period equal to 18 months, (ii) to receive her bonus pursuantto Section 2(b) for the year in which Employee is terminated, (iii)during such 18-month period, to continue to receive the benefits to which shewould otherwise be entitled during the Employment Period pursuant to Section2(c) above; provided that Employee shall continue to make the samecontributions toward such coverage as Employee was making on the date oftermination, with such adjustments to contributions as are made generally forall Employers’ employees, and (iv) during such 18-month period, to a monthlyautomobile allowance as contemplated by Section 5 below; provided,however, that Employee shall no longer be entitled to participate in anyof Employers’ 401K plans, excess savings plans, tax qualified profit sharingplans or any other retirement plans. Employee shall have the option to receive the present value of thecompensation, bonus and benefits (at a 12% discount) described in theimmediately preceding sentence in a lump sum payment, with such option to beexercised by Employee in writing within ten (10) days of termination andEmployer shall make such lump sum payment within thirty (30) days of receivingthe written notice from Employee.  In theevent of Employee’s death during such 18-month period, such continuation ofcompensation, benefits and monthly automobile allowance shall cease uponEmployee’s death.  In the event Employeeobtains employment elsewhere during such 18-month period such compensation,benefits and monthly automobile allowance shall continue for the perioddescribed above notwithstanding such reemployment of Employee; provided,however, that Employers’ obligations for compensation bonus, benefitsand monthly automobile allowance shall be reduced by the amount Employeereceives from her new employer for compensation 

 

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### bonus, benefits and automobile allowance.  The sums received by Employee under this Section4(d) shall be considered liquidated damages in respect of claims based onany provisions of this Agreement or any claims arising out of Employee’semployment with Employers, and the commencement of the payment of such sums byEmployers shall not begin until Employee executes and delivers a generalrelease of all claims in form and substance satisfactory to Employers.

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## (e)           *Expense Reimbursement*. Upon the submission of properly documented expense account reports,Employers shall reimburse Employee for all reasonable business-related traveland entertainment expenses incurred by Employee in the course of her Employmentwith Employers, including the ownership and use of a cellular phone, and aninternet service provider account. Employers shall provide Employee with a monthly car allowance of $500,less applicable withholdings.  Unlessotherwise expressly provided in this Agreement, Employers’ obligations underthis Section 5 shall terminate upon the termination of the Employment Period,except for any obligation to reimburse expenses that are incurred prior to suchtermination.

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## (f)            *Assignability Binding Nature*.  This Agreement shall be binding and inure tothe benefit of the parties, and their respective successors, heirs (in the caseof Employee) and assigns.  No obligationsof the Employers under this Agreement may be assigned or transferred by theEmployers except that such obligations shall be assigned or transferred (asdescribed below) pursuant to a merger or consolidation of Holdings in whichHoldings is not the continuing entity, or the sale or liquidation of all orsubstantially all of the assets of the Employers, provided that the assignee ortransferee is the surviving entity or successor to all or substantially all ofthe assets of the Employers and such assignee or transferee assumes theliabilities, obligations and duties of the Employers, as contained in thisAgreement, either contractually or as a matter of law.  Each Employer may, without the prior writtenconsent of Employee, assign its rights and obligations under this Agreement, inwhole or in part, including, without limitation, the rights and obligations setforth in Section 7 through Section 9, to any one or more of its affiliates orany entity that acquires a substantial part of its assets or a successor bymerger, consolidation or other corporate restructuring.  As used in this Agreement, the “Employers”and “Holdings” shall mean the Employers and Holdings as hereinbefore defined,respectively, and any successor to their business and/or assets as aforesaidwhich assumes and agrees to perform this Agreement by operation of law, orotherwise.

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## (g)           *Confidential Information*.

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### (i)            *Non-Disclosure*. During the Employment Period or at any time thereafter, irrespective ofthe time, manner or cause of the termination of this Agreement, Employee willnot directly or indirectly reveal, divulge, disclose or communicate to anyperson or entity, other than authorized officers, directors and employees ofthe Employers, in any manner whatsoever, any Confidential Information (ashereinafter defined) of Employers or any subsidiary of Employers without theprior written consent of the Board.

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### (ii)           *Definition*.  As usedherein, “Confidential Information” means information disclosed to orknown by Employee as a direct or indirect consequence of or through theEmployment about Employers or any subsidiary of Employers, or their respectivebusinesses, products and practices which information is not generally known inthe business in which

 

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### Employers or any subsidiary of Employers is or may beengaged.  However, ConfidentialInformation shall not include under any circumstances any information withrespect to the foregoing matters which is (i) directly available to the publicfrom a source other than Employee, (ii) released in writing by Employers to thepublic or to persons who are not under a similar obligation of confidentialityto Employers and who are not parties to this Agreement, (iii) obtained byEmployee from a third party not under a similar obligation of confidentialityto Employers, (iv) required to be disclosed by any court process or anygovernment or agency or department of any government, or (v) the subject of awritten waiver executed by any of the Employers for the benefit of Employee.  In the event Employee believes that she isfree to disclose or utilize Confidential Information under Section 7(b),she shall give written notice of the same to Employers at least 30 days priorto the release or use of such Confidential Information and shall specify theclaimed exemption and the circumstances giving rise thereto.

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### (iii)          *Return of Property*. Upon termination of the Employment, Employee will surrender to Employersall Confidential Information, including, without limitation, all lists, charts,schedules, reports, financial statements, books and records of the Employers orany subsidiary of the Employers, and all copies thereof, and all other propertybelonging to the Employers or any subsidiary of the Employers, including,without limitation, company credit cards, cell phones, personal data assistantsor other electronic devices, provided Employee shall be accorded reasonableaccess to such Confidential Information subsequent to the Employment Period forany proper purpose as determined in the reasonable judgment of any of theEmployers.

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## (h)           *Agreement Not to Compete*.

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### (i)            *Termination for Cause*. In the event that Employee is terminated for Cause or voluntarilyterminates her Employment with Employers other than as a ConstructiveTermination Without Cause, Employee hereby agrees that for a period of 12months following such termination, she shall not, either in her own behalf oras a partner, officer, director, employee, agent or shareholder (other than asthe holder of less than 5% of the outstanding capital stock of any corporationwith a class of equity security registered under Section 12(b) or Section 12(g)of the Securities Exchange Act of 1934, as amended) engage in, invest in orrender services to any person or entity engaged in the businesses in whichEmployers or any subsidiary of Employers are then engaged and situated withinany country.  Nothing contained in thisSection 8(a) shall be construed as restricting the Employee’s right to sell orotherwise dispose of any business or investments owned or operated by Employeeas of the date hereof.

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### (ii)           *Termination Without Cause or for Disability; Constructive Termination*.  In the event that the Employment of Employeeis terminated by Employers without Cause or the non-renewal of the EmploymentPeriod by Employers or as a result of the total disability of Employee or byEmployee as a Constructive Termination Without Cause, Employee hereby agreesthat during the period that theEmployers are required to make payment to Employee (regardless of whether Employeeaccepts such payment, elects to receive a lump sum of such payment, refuses toexecute and deliver a general release as required hereunder or if suchobligation is reduced in any way due to Employee’s employment elsewhere) pursuantto Section 4(b), Section 4(c) or Section 4(d) above, asapplicable, neither she nor any affiliate shall, either in her own behalf or asa partner, officer, director, employee, agent or shareholder (other than as

 

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### the holder of less than 5% of the outstanding capitalstock of any, corporation with a class of equity security registered underSection 12(b) or Section 12(g) of the Securities Exchange Act of 1934, asamended) engage in, invest in or render services to any person or entityengaged in the businesses in which Employers or any subsidiary of Employers isthen engaged and situated within any country. Nothing contained in this Section 8(b) shall be construed asrestricting the Employee’s right to sell or otherwise dispose of any businessor investments owned or operated by Employee as of the date hereof.

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## (i)            *Agreement Not to Solicit Employees*.  Employee agrees that, for a period of two (2)years following the termination by reason of voluntary termination by Employeeor termination for Cause, neither she nor any affiliate shall, on behalf of anybusiness engaged in a business competitive with Employers or any subsidiary ofEmployers, solicit or induce, or in any manner attempt to solicit or induce anyperson employed by, or any agent of, any Employers or any subsidiary ofEmployers to terminate her employment or agency, as the case may be, with anyEmployers or such subsidiary; provided that such limitations shall not apply ifthe contact with the employee, agent or consultant is initiated by a thirdparty, not engaged or hired by Employee or any affiliate of Employee, on a “blindbasis” such as through a head hunter.

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## (j)            *Injunctive Relief and other Remedies*.

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### (i)            Employeeacknowledges and agrees that the covenants, obligations and agreements ofEmployee contained in Section 7, Section 8, Section 9 andthis Section 10 relate to special, unique and extraordinary matters andthat a violation of any of the terms of such covenants, obligations oragreements will cause Employers irreparable injury for which adequate remediesare not available at law.  Therefore,Employee agrees that Employers shall be entitled to an injunction, restrainingorder or such other equitable relief (without the requirement to post bond) asa court of competent jurisdiction may deem necessary or appropriate to restrainEmployee from committing any violation of such covenants, obligations oragreements.

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### (ii)           In theevent of Employee’s violation of the provisions of Section 7 after theEmployment of Employee is terminated for any reason, Section 8 or Section9, the right of Employee to receive any further payment pursuant to thisAgreement shall immediately terminate and the payments made to Employeesubsequent to the termination of Employee’s Employment pursuant to thisAgreement shall be returned to Employers by Employee within thirty (30) daysafter receipt of written notice from Employers of such violation.  The injunctive remedies and other remediesdescribed in this Section 10 are cumulative and in addition to any otherrights and remedies Employers may have.

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## (k)           *No Violation*. Employee hereby represents and warrants to Employers that the execution,delivery and performance of this Agreement by Employee does not, with orwithout the giving of notice or the passage of time, or both, conflict with,result in a default, right to accelerate or loss of rights under any provisionof Any agreement or understanding to which the Employee or, to the bestknowledge of Employee, any of Employee’s affiliates are a party or by whichEmployee, or to the best knowledge of Employee, Employee’s affiliates may bebound or affected.

 

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## (l)            *Captions*.  Thecaptions, headings and arrangements used in this Agreement are for convenienceonly and do not in any way affect, limit or amplify the provisions hereof.

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## (m)          *Notices*.  All Noticesrequired or permitted to be given hereunder shall be in writing and shall bedeemed delivered, whether or not actually received, two days after deposited inthe United States mail, postage prepaid, registered or certified mail, returnreceipt requested, addressed to the party to whom notice is being given at thespecified address or at such other address as such party may designate bynotice:

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Employers:            ThermadyneHoldings CorporationAttn: Chief Executive Officer16052 Swingley Ridge Road, Suite 300St.  Louis, MO 63017Fax: 636.728.3010

 

and

 

Thermadyne HoldingsCorporationAttn: Chief Financial Officer16052 Swingley Ridge Road, Suite 300St.  Louis, MO 63017 Fax: 636.728.3010

 

Employee:              1602Vintage Ridge CourtWildwood, MO 63038

 

## (n)           *Invalid Provisions*. If any provision of this Agreement is held to be illegal, invalid orunenforceable under present or future laws, such provisions shall be fullyseverable, and this Agreement shall be construed and enforced as if suchillegal, invalid or unenforceable provision had never comprised a part of thisAgreement; the remaining provisions of this Agreement shall remain in fullforce and effect and shall not be affected by the illegal, invalid orunenforceable provision or by its severance for this Agreement.  In lieu of each such illegal, invalid orunenforceable provision, there shall be added automatically as part of thisAgreement a provision as similar in terms to such illegal, invalid orunenforceable provision as may be possible and be legal, valid and enforceable.

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## (o)           *Amendments*.  ThisAgreement may be amended in whole or in part only by an instrument in writingsetting forth the particulars of such amendment and duly executed by an officerof Employers and by Employee.

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## (p)           *Waiver*.  Except asotherwise provided herein, no delay or omission by any party hereto to exerciseany right or power hereunder shall impair such right or power or be construedas a waiver thereof.  A waiver by any ofthe parties hereto of any of the covenants to be performed by any other partyor any breach thereof shall not be construed to be a waiver of any succeedingbreach thereof or of any other covenant herein contained.  Except as otherwise expressly set forthherein, all remedies provided for in this Agreement shall be cumulative and in

 

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## addition to and not in lieu of any other remediesavailable to any party at law, in equity or otherwise.

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## (q)           *Counterparts; Reproduction*. This Agreement may be executed in multiple counterparts, each of whichshall constitute an original, and all of which together shall constitute oneand the same Agreement, and any copy,facsimile or other reliable reproduction of this Agreement may be substitutedor used in lieu of the original writing for any and all purposes for which theoriginal writing could be used, provided that such copy, facsimile or otherreproduction be a complete reproduction of the entire original writing.

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## (r)            *Governing Law*.  ThisAgreement shall be construed and enforced according to the laws of the State ofMissouri.

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## (s)           *Resolution of Disputes; Arbitration. *Any dispute arising out of or relating to this Agreement or Employee’semployment with Employers or the termination thereof shall be resolved first bynegotiation between the parties.  If suchnegotiations leave the matter unresolved after 60 days, then such dispute orclaim shall be resolved by binding confidential arbitration, to be held in St.Louis, Missouri, in accordance with the rules of the American ArbitrationAssociation. The arbitrator in any arbitration provided for herein will bemutually selected by the parties or in the event the parties cannot mutuallyagree, then appointed by the American Arbitration Association.  Judgment upon the award rendered by thearbitrator(s) may be entered in any court having jurisdiction thereof.  The parties shall be responsible for theirown costs and expenses under this Section 19.

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## (t)            *Payment Upon Death of Employee*.  In the event of the death of Employee duringthe term hereof, any unpaid payments due either prior to Employee’s death orafter Employee’s death shall be payable as designated by Employee prior to herdeath in writing to Employers.  In theevent of the death of all such persons so designated by Employee, either priorto the death of the Employee or during any time when payments are due asprovided herein, or in the event Employee fails to so designate prior to herdeath, or withdraws all such designations, said payments thereafter shall bemade to Employee’s estate.

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## (u)           *Prior Employment Agreements*. This Agreement supersedes any and all other employment,change-in-control, severance or similar agreements between Employee andEmployers, including, without limitation, the Prior Employment Agreement andthe Letter Agreement.  Employeeirrevocably waives all rights, if any, to claim that Employee’s employmentunder the Prior Employment Agreement was terminated, constructively orotherwise, prior to the date hereof.

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## (v)           *Jointly and Severally Liable*.  Each of the Employers that have signed belowis a party to this Agreement and is jointly and severally liable for theobligations of Employers set forth in this Agreement.

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## (w)          *Employee Acknowledgements*.  Employee acknowledges and agrees that (a) shehas read this Agreement; (b) she is fully competent to execute this Agreementwhich she understands to be contractual; (c) she executes this Agreement of herown free will, after having a reasonable period of time to review, study, anddeliberate regarding its meaning and effect and

 

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## to consult with counsel regarding same; and (d)without reliance on any representation of any kind or character not expresslyset forth herein.

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* * * * * *

 

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IN WITNESSWHEREOF, the parties hereto have executed and delivered this Amended andRestated Executive Employment Agreement as of the date first above written.

 

 
|   | EMPLOYEE:                            |
|--------|--------------------------------------|
|   |                                 |
|   | \s\ Patricia S.  Williams            |   |
|   | Name: Patricia S.  Williams          |
|   |                                 |
|   |                                 |
|   | EMPLOYERS:                           |
|   |                                 |
|   | **Thermadyne  Holdings Corporation** |
|   |                                 |
|   | By:                                  | \s\ James H. Tate |   |
|   |                                 | James H. Tate |
|   | Title:                               | Sr. Vice President and  CFO |
|        |                                      |  |  |

 

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