**Exhibit 10.16**

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**SECONDAMENDED AND RESTATEDEXECUTIVE EMPLOYMENT AGREEMENT**

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THIS SECOND AMENDED ANDRESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and enteredinto as of January 1, 2004 by and among Thermadyne Holdings Corporation, aDelaware corporation (“Holdings”), and its subsidiaries (together withHoldings, the “Employers”), and **John Boisvert** (“Employee”).

 

**RECITALS**

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# 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 Employment Agreementdated 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, for and inconsideration of the foregoing recitals, and in consideration of the mutualcovenants, 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)**                               BasicEmployment Provisions*

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### (i)                                     *Employment and Term*. Employers hereby employ Employee (hereinafter referred to as the “Employment”)as **Executive Vice President Global Brand Management**and Employee agrees to be employed by Employers in such capacity, all on theterms and conditions set forth herein. The Employment shall be for a period (the “Employment Period”)that will (i) commence on March 12, 2004 (the “Effective Date”) andcontinue for at least one year thereafter (unless earlier terminated asprovided herein) and (ii) renew on each anniversary of the Effective Datethereafter for a one-year period, on the same terms and conditions containedherein (unless earlier terminated as provided herein or Employee is timelyprovided a notice of nonrenewal as provided herein), such that the EmploymentPeriod shall extend for a period of one year from the date of each suchextension.  The Employers must provideEmployee with written notice not less than 90 days in advance of the applicableanniversary of the Effective Date in order to avoid renewal of the EmploymentPeriod on such anniversary as described above (“Non-Renewal Notice”).  A Non-Renewal Notice shall be deemed given onthe date it is received by Employee.  IfEmployers elect not to renew the Employment Period in accordance with this Section 1(a),Employee shall be entitled to continue to receive from Employers his thencurrent basic compensation and benefits (to the same extent as provided in Section 4(d)in the event of a termination without cause) hereunder, such amount andbenefits will continue to be paid in

 

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### accordance with the payroll practices of Employers fora 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 **ExecutiveVice President Global Brand Management**, shall have those duties andresponsibilities which are assigned to him during the Employment Period by theCEO consistent with his position.  Theparties expressly acknowledge that the Employee shall devote all of hisbusiness time and attention to the transaction of Employers’ businesses as isreasonably necessary to discharge his supervisory management responsibilitieshereunder.  Employee agrees to performfaithfully the duties assigned to him to the best of his 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 **$266,288**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 **60%** of Employee’s annual salary for the calendar yearsthereafter, paid in accordance with the terms set forth in Employers’ thencurrent 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 him 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 **50,000** shares the Common Stock of Holdings****(the “Common Stock”) in accordance with the terms andconditions of Holdings’ stock option plan. The exercise price for the Optionsis equal to the closing bid price per share of the Common Stock on theover-the-counter market as of the close of business immediately preceding thedate the grant was 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,

 

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### exercisable in three equal annual installments on August 1,2004; August 1, 2005, and August 1, 2006, and the remaining one-halfof the Options (the “Performance Options”) will become vested and, subject tocompliance with applicable securities laws, exercisable in three equal annualinstallments on each of the first three anniversaries of the date of grant(each an “Installment Date”) if Holdings achieves its Return on InvestedCapital Targets in accordance with its annual budget for the immediatelypreceding fiscal year.  If anyPerformance 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 his 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 ofalcohol, narcotics or other controlled substances by Employee; (vii) grossnegligence in the performance of Employee’s duties and responsibilitieshereunder; (viii) failure by Employeeto comply fully with any lawful directives of the CEO or the Employers; (ix)failure by Employee to comply fully with any lawful directives of the Board ofDirectors of Holdings (the “Board”) adopted by formal writtenresolutions of the Board; (x) failure to perform or adhere to the Codeof Ethics adopted by the Board, as the same may be amended by the Board fromtime to time, a copy of which has been delivered to Employee as adopted by theBoard as of the date hereof; or (xi) Employee relocates his primary place ofresidence more than seventy-five (75) miles from the present location of hisprimary work place (except if such relocation is expressly requested byHoldings).

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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 his 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

 

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### Employee’s employment at his initiative following theoccurrence, without the Employee’s prior written consent, of one or more of thefollowing 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 Section 6hereof, or failure by any successor (whether direct or indirect, by purchase,merger, consolidation or otherwise) to all or substantially all of the businessand/or assets of the Employers to assume expressly and agree to perform thisAgreement in the same manner and to the same extent the Employers would berequired to perform it if no such succession had taken place, provided, ineither case, that the successor contemplated by Section 6 hereofhas received, at least 10 days prior to the giving of notice of constructivetermination by the Employee, written notice from the Employers or the Employeeof the requirements of the provisions of Section 6 or of suchfailure;  or

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(v)                                 ifthe Employers require the Employee to relocate his 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, this Agreementshall terminate, and no further compensation shall be payable to Employee’sestate, heirs or beneficiaries, as applicable, except that Employee’s estate,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 receivefor the year in which termination occurs if the performance objectivesestablished in 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 liabilitieshereunder to Employee’s estate or legal representative or otherwise, other thanthe payment of benefits, if any, pursuant to Section 2(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

 

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### insurance provided by Employers commences or (B) 180days from the date of such total disability, (ii) Employers shall pay a prorata portion (based on a fraction the numerator of which is the number of daysEmployee worked in the year Employee became totally disabled and thedenominator of which is 365) of the bonus as set forth in Section 2(b)which Employee would have been entitled to receive for the year in whichtermination 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 Section 3(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 he 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 his then current Basic Compensation,such amount to continue to be paid in accordance with the payroll practices ofEmployers for a period equal to 18 months, (ii) to receive his 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 hewould otherwise be entitled during the Employment Period pursuant to Section 2(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 carallowance as contemplated by Section 5 below; provided, however,that Employee shall no longer be entitled to participate in any of Employers’401K plans, excess savings plans, tax qualified profit sharing plans or anyother retirement plans.  Employee shallhave the option to receive the present value of the compensation, bonus andbenefits (at a 12% discount) described in the immediately preceding sentence ina lump sum payment, with such option to be exercised by Employee in writingwithin ten (10) days of termination and Employer shall make such lump sumpayment within thirty (30) days of receiving the written notice fromEmployee.  In the event of Employee’sdeath during such 18-month period, such continuation of compensation, benefitsand monthly automobile allowance shall cease upon Employee’s death.  In the event Employee obtains employmentelsewhere during such 18-month period such compensation, benefits and monthlyautomobile allowance shall continue for the period described abovenotwithstanding such reemployment of Employee; provided, however,that Employers’ obligations for compensation bonus, benefits and car allowance,as the case may be, shall be reduced by the amount Employee receives from hisnew employer for compensation bonus, benefits and automobile allowance.  The sums received by Employee under this Section 4(d)shall be considered liquidated damages in respect of claims based on anyprovisions of this Agreement or any claims arising out of Employee’s employmentwith Employers, and the commencement of the payment of such sums by Employersshall not begin until Employee executes and delivers a general release of allclaims 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 his Employmentwith Employers, including the ownership and use of a cellular phone, and aninternet service provider account. Employer will provide Employee with a car allowance of $500, lessapplicable withholdings. Unless otherwise expressly provided in this Agreement,Employers’ obligations under this Section 5 shall terminate upon thetermination of the Employment Period, except for any obligation to reimburseexpenses that are incurred prior to such termination.

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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 this Agreement,either contractually or as a matter of law. Each Employer may, without the prior written consent of Employee, assignits rights and obligations under this Agreement, in whole or in part,including, without limitation, the rights and obligations set forth in Section 7through Section 9, to any one or more of its affiliates or any entity thatacquires a substantial part of its assets or a successor by merger,consolidation or other corporate restructuring. As used in this Agreement, the “Employers” and “Holdings” shall mean theEmployers and Holdings as hereinbefore defined, respectively, and any successorto their business and/or assets as aforesaid which assumes and agrees toperform this Agreement by operation of law, or otherwise.

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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 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

 

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### department of any government, or (v) the subject of awritten waiver executed by any of the Employers for the benefit ofEmployee.  In the event Employee believesthat he is free to disclose or utilize Confidential Information under Section 7(b),he shall give written notice of the same to Employers at least 30 days prior tothe 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 his Employment with Employers other than as a ConstructiveTermination Without Cause, Employee hereby agrees that for a period of 12 monthsfollowing such termination, he shall not, either in his own behalf or as apartner, officer, director, employee, agent or shareholder (other than as theholder of less than 5% of the outstanding capital stock of any corporation witha 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 within anycountry.  Nothing contained in this Section 8(a)shall be construed as restricting the Employee’s right to sell or otherwisedispose of any business or investments owned or operated by Employee as of thedate 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 whetherEmployee accepts such payment, elects to receive a lump sum of such payment,refuses to execute and deliver a general release as required hereunder or ifsuch obligation is reduced in any way due to Employee’s employment elsewhere) pursuantto Section 4(b), Section 4(c) or Section 4(d)above, as applicable, neither he nor any affiliate shall, either in his ownbehalf or as a partner, officer, director, employee, agent or shareholder(other than as the holder of less than 5% of the outstanding capital stock ofany, corporation with 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 or render services to any person or entity engaged in thebusinesses in which Employers or any subsidiary of Employers is then engagedand situated within any country.  Nothingcontained in this Section 8(b) shall be construed as restrictingthe Employee’s right to sell or otherwise dispose of any business orinvestments 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 he 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 his 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 9and this Section 10 relate to special, unique and extraordinarymatters and that a violation of any of the terms of such covenants, obligationsor agreements will cause Employers irreparable injury for which adequateremedies are not available at law. Therefore, Employee agrees that Employers shall be entitled to aninjunction, restraining order or such other equitable relief (without therequirement to post bond) as a court of competent jurisdiction may deemnecessary or appropriate to restrain Employee from committing any violation ofsuch covenants, obligations or agreements.

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### (ii)                                  Inthe event of Employee’s violation of the provisions of Section 7after the Employment of Employee is terminated for any reason, Section 8or Section 9, the right of Employee to receive any further paymentpursuant to this Agreement shall immediately terminate and the payments made toEmployee subsequent to the termination of Employee’s Employment pursuant tothis Agreement shall be returned to Employers by Employee within thirty (30)days after 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 anyother rights and remedies Employers may have.

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## (k)                                  *No Violation*.  Employeehereby represents and warrants to Employers that the execution, delivery andperformance of this Agreement by Employee does not, with or without the givingof notice or the passage of time, or both, conflict with, result in a default,right to accelerate or loss of rights under any provision of Any agreement orunderstanding to which the Employee or, to the best knowledge of Employee, anyof Employee’s affiliates are a party or by which Employee, or to the bestknowledge of Employee, Employee’s affiliates may be bound 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: |   | Thermadyne Holdings Corporation          |
|------------|--------|------------------------------------------|
|       |   | Attn: Chief Executive Officer            |
|       |   | 16052 Swingley Ridge Road, Suite 300     |
|       |   | St. Louis, MO 63017                      |
|       |   | Fax: 636.728.3010                        |
|       |   |                                     |
|       |   | and                                      |
|       |   |                                     |
|       |   | Thermadyne Holdings Corporation          |
|       |   | Attn: Vice President and General Counsel |
|       |   | 16052 Swingley Ridge Road, Suite 300     |
|       |   | St. Louis, MO 63017                      |
|       |   | Fax: 636.728.3011                        |
|       |   |                                     |
| Employee:  |   | 16052 Swingley Ridge Road, Suite 300     |
|       |   | St. Louis, MO 63017                      |

 

## (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 inaddition to and not in lieu of any other remedies available to any party atlaw, 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 orEmployee’s employment with Employers or the termination thereof shall beresolved first by negotiation between the parties.  If such negotiations leave the matterunresolved after 60 days, then such dispute or claim shall be resolved by bindingconfidential arbitration, to be held in St. Louis, Missouri, in accordance withthe rules of the American Arbitration Association. The arbitrator in anyarbitration provided for herein will be mutually selected by the parties or inthe event the parties cannot mutually agree, then appointed by the AmericanArbitration Association.  Judgment uponthe award rendered by the arbitrator(s) may be entered in any court havingjurisdiction thereof.  The parties shallbe responsible for their own 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 hisdeath 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 hisdeath, 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 and Employers,including, without limitation, the Prior Employment Agreement and the LetterAgreement.  Employee irrevocably waivesall rights, if any, to claim that Employee’s employment under the PriorEmployment Agreement was terminated, constructively or otherwise, prior to thedate 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) hehas read this Agreement; (b) he is fully competent to execute this Agreementwhich he understands to be contractual; (c) he executes this Agreement of hisown free will, after having a reasonable period of time to review, study, anddeliberate regarding its meaning and effect and to consult with counselregarding same; and (d) without reliance on any representation of any kind orcharacter not expressly set forth herein.

 

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IN WITNESS WHEREOF, theparties hereto have executed and delivered this Amended and Restated ExecutiveEmployment Agreement as of the date first above written.

 
|   | EMPLOYEE:                            |
|--------|--------------------------------------|
|   |                                 |
|   |                                 |
|   | \s\ John Boisvert                    |   |
|   | **John  Boisvert**                   |
|   | ** **                           |
|   | ** **                           |
|   | EMPLOYERS:                           |
|   |                                 |
|   |                                 |
|   | **Thermadyne  Holdings Corporation** |
|   |                                 |
|   |                                 |
|   | By:                                  | \s\ James H. Tate |   |
|   | James H. Tate                        |
|   | Title:                               | Sr. Vice President and  CFO |
|        |                                      |  |  |  |

 

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