**Exhibit 10.20**

 

**EXECUTIVE EMPLOYMENT AGREEMENT**

 

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”)is made and entered into as of **June 1, 2004**byand among Thermadyne Holdings Corporation, a Delaware corporation (“Holdings”),the subsidiaries of Holdings (together with Holdings, the “Employers”),and **Brian Truex** (“Employee”).

 

**RECITALS**

 

A. The Parties desire Employee to be employed byEmployers in the capacity of **Executive Vice President –Global Operations**; and

 

B. The Parties desire to set forth the terms andconditions of such employment to which each Party will be bound;

 

NOW THEREFORE, for and in consideration of theforegoing recitals, and in consideration of the mutual covenants, agreements,understandings, undertakings, representations, warranties and promiseshereinafter set forth, and intending to be legally bound thereby, Employers andEmployee do hereby covenant and agree as follows:

 

## SECTION 1.                                *Basic Employment Provisions*

##  

### (a)                                  *Employment and Term*. Employers hereby employ Employee (hereinafter referred to as the “Employment”)as **Executive Vice President – Global Operations**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 **June 1, 2004**(the “Effective Date”) and continue for at least two years thereafter(unless earlier terminated as provided herein) and (ii) renew on the secondanniversary of the Effective date and each anniversary of the thereafter for aone-year period, on the same terms and conditions contained herein (unlessearlier terminated as provided herein or Employee is timely provided a noticeof nonrenewal as provided herein), such that the Employment Period shall extendfor a period of one year from the date of each such extension.  The Employers must provide Employee withwritten notice not less than 60 days in advance of the applicable anniversaryof the Effective Date in order to avoid renewal of the Employment Period onsuch anniversary as described above. Notice shall be deemed given on the date it is received by theEmployee.  If Employers elect not torenew the Employment Period in accordance with this Section 1(a),Employee shall be entitled to continue to receive from Employers his thencurrent basic compensation hereunder, such amount to continue to be paid inaccordance with the payroll practices of Employers for a period equal to six(6) months from the expiration of the Employment Period.

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### (b)                                 *Duties*. Employee shall be subject to the direction and supervision of the CEO orthe CEO’s delegate (the “CEO”) and, as the Executive Vice President –Global Operations shall have those duties and responsibilities which areassigned to him during the Employment Period by the CEO consistent with hisposition.  The parties expresslyacknowledge that the Employee shall devote all of his business time andattention to the transaction of Employers’ businesses as

 

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### is reasonably 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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## SECTION 2.                                *Compensation*.

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### (a)                                  *Salary*. Employers shall pay to Employee during the Employment Period a salary asbasic compensation for the services to be rendered by Employee hereunder.  The initial amount of such salary shall be **$250,000** per annum. Such salary shall be reviewed no less frequently than annually by the CEOand may be increased upon the approval of the CEO, subject to the approval ofthe Board of Directors of Holdings.  Suchsalary shall 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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### (b)                                 *Bonus*. During the Employment Period, Employee shall additionally participate inan annual bonus plan providing for an annual bonus opportunity of not less than**60%** of Employee’s annual salary for thecalendar years thereafter, in accordance with the terms set forth in Employers’then current Management Incentive Plan.

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### (c)                                  *Benefits*. During the Employment Period, Employee shall be entitled to participatein such employee benefit plans, programs and arrangements made available to,and on the same terms as, other similarly situated executives of Employers,including, without limitation, 401(k) plans, excess savings plans, taxqualified profit sharing plans and any other retirement plans, health, grouplife (with optional additional coverage), short term disability, long termdisability (not to exceed 60% of Employee’s annual salary otherwise payable tohim for the applicable period), hospitalization and such other benefit programsas may be approved from time to time by Employers for their executives.  Employee shall be entitled to four weeks paidvacation per year. Nothing herein shall affect Employers’ right to amend,modify or terminate any retirement or other benefit plan at any time on acompany-wide basis for similarly situated executives.

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### (d)                                 *Stock Options.*Holdings shall grant Employee stockoptions (the “Options”) to purchase up to **50,000**sharesthe Common Stock of Holdings****in accordancewith the terms and conditions of Holdings’ stock option plan. The exerciseprice for the Options shall be equal to the closing bid price per share of theCommon Stock on the over-the-counter market as of the close of businessimmediately preceding the date of the Effective Date of this Agreement.  Subject in each case to Employee’s continuedEmployment until the applicable vesting date, one-half of the Options willbecome vested and, subject to compliance with applicable securities laws,exercisable in three equal annual installments on each of the next threeanniversaries of the Effective date, and the remaining one-half of the Option(the “Performance Options”) will become vested, and subject to compliance withapplicable securities laws, exercisable in three equal annual installments oneach of the first three anniversaries of the date of grant (each an “InstallmentDate”) if Holdings achieves its Return on Invested Capital Targets inaccordance with its annual budget for the immediately preceding fiscalyear.  If any Performance Options do notvest in any year due to the failure to meet the Return on Invested CapitalTargets for such year, such Options shall vest on any subsequent InstallmentDate if Holdings has cumulatively

 

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### achieved on such date the Return on Invested Capital Targets for thecurrent year, plus the Return on Invested Capital Targets for the prior yearsfor which such Targets were not achieved (after taking into account any portionof such Targets achieved in such prior years); provided, however, thatif the Performance Options do not vest by the final Installment Date, then suchOptions shall vest on the seventh anniversary of the grant, provided Employeeis still employed with the Employers on such date. In addition to grant listedabove, Employee will be eligible for future grants on the same basis assimilarly situated Employees of the Employers.

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## SECTION 3.                                *Termination*.

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### (a)                                  *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 six consecutive months.

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### (b)                                 *Cause*. The CEO, subject to approval from the Board of Directors, may terminatethe Employment of 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 afelony or other crime involving moral turpitude, (ii) an act of dishonesty ordisloyalty by Employee that resulted in or was intended to result in harm toany of the Employers; (iii) the willful engaging by Employee in misconductwhich is injurious to any of the Employers; (iv) Employee’s failure to complywith the material terms of this Agreement; (v) failure by Employee to complyfully with any lawful directives of the Board or Employers; (vi)misappropriation by Employee of Employers’ funds; (vii) habitual abuse ofalcohol, narcotics or other controlled substances by Employee; or (viii) grossnegligence in the performance of Employee’s duties and responsibilitieshereunder.

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### (c)                                  *Without Cause*. Any of the Employers, acting alone, may terminate the Employment ofEmployee under this Agreement without Cause.

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### (d)                                 *Constructive Termination*. Employee may elect to terminate his Employment under this Agreement upona Constructive Termination Without Cause, as defined below.  For purposes of this Agreement, “ConstructiveTermination Without Cause” shall mean a termination of the Employee’semployment at his initiative following the occurrence, without the Employee’sprior written consent, of one or more of the following events:

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#### (i)                                     any failure by the Employers to complywith any of the provisions of this Agreement, other than an isolated,insubstantial and inadvertent failure not occurring in bad faith and which isremedied by the Employers within 30 days after receipt of written noticethereof given by the Employee;

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#### (ii)                                  any reduction in salary, bonus percentageor material reduction in duties;

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#### (iii)                               any purported termination by the Employers of theEmployee’s employment otherwise than as expressly permitted by Section 3(b)of this Agreement;

 

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#### (iv)                              any failure by the Employers to complywith and satisfy the provisions of Section 6 hereof, or failure byany successor (whether direct or indirect, by purchase, merger, consolidationor otherwise) to all or substantially all of the business and/or assets of theEmployers to assume expressly and agree to perform this Agreement in the samemanner and to the same extent the Employers would be required to perform it ifno such succession had taken place, provided, in either case, that thesuccessor contemplated by Section 6 hereof has received, at least10 days prior to the giving of notice of constructive termination by theEmployee, written notice from the Employers or the Employee of the requirementsof the provisions of Section 6 or of such failure.

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## SECTION 4.                                *Compensation Following Termination*.

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### (a)                                  *Death. *If the Employment Period is terminated pursuant to theprovisions of Section 3(a) above**due to thedeath of Employee, this Agreement shall terminate, and no further compensationshall be payable to Employee’s estate, heirs or beneficiaries, as applicable,except that Employee’s estate, heirs or beneficiaries, as applicable, shall beentitled to receive (i) Employee’s then current basic compensation through theend of the month in which Employee’s death occurred, (ii) a pro rata portion(based on a fraction the numerator of which is the number of days Employeeworked in the year of Employee’s death and the denominator of which is 365) ofthe bonus as set forth in Section 2(b) which Employee would havebeen entitled to receive for the year in which termination occurs if theperformance objectives established in Employers’ Management Incentive Plan areachieved, and (iii) any un-reimbursed expenses pursuant to Section 5below, and, thereafter, Employers shall have no further obligations orliabilities hereunder to Employee’s estate or legal representative orotherwise, other than the payment of benefits, if any, pursuant to Section 2(c).

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### (b)                                 *Disability*. If the Employment 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 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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### (c)                                  *Termination for Cause orVoluntary Termination*.  If the Employment Period isterminated for Cause or voluntarily by the Employee for reasons other thanthose described in Section 3(a) or 3(d) above, no furthercompensation or benefits shall be paid to Employee after the date oftermination, but Employee shall be entitled to receive benefits to which he isor may become entitled pursuant to any benefit plan which by its terms survivetermination.

 

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### (d)                                 *Termination Without Cause;Constructive Termination*.  If the Employment Period isterminated pursuant to Section 3(c) or 3(d) above, Employee shallbe entitled (i) to continue to receive from Employers his then current basiccompensation hereunder, such amount to continue to be paid in accordance withthe payroll practices of Employers for a period equal to 12 months, (ii) toreceive his bonus pursuant to Section 2(b) for the year in whichEmployee is terminated, (iii) during such 12-month period, to continue toreceive the benefits to which he would otherwise be entitled during theEmployment Period pursuant to Section 2(c) above; providedthat Employee shall continue to make the same contributions toward suchcoverage as Employee was making on the date of termination, with suchadjustments to contributions as are made generally for all Employers’employees, and (iv) during such 12-month period, to a monthly automobileallowance 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 benefits (at a 12%discount) described in the immediately preceding sentence in a lump sumpayment, with such option to be exercised by Employee in writing within ten(10) days of termination and Employer shall make such lump sum payment withinthirty (30) days of receiving the written notice from Employee.  In the event of Employee’s death during such12-month period, such continuation of compensation, benefits and monthlyautomobile allowance shall cease upon Employee’s death.  In the event Employee obtains employmentelsewhere during such 12-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, benefits and monthly automobileallowance shall be reduced by the amount Employee receives from his newemployer for compensation, 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 Employee’s employment with Employers and thecommencement of the payment of such sums by Employers shall not begin untilEmployee executes and delivers a general release of all claims in form andsubstance satisfactory to Employers.

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## SECTION 5.                                *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.  Employers shall provide Employee with a grossmonthly car allowance of $500.  Unlessotherwise expressly provided in this Agreement, Employers’ obligations underthis Section 5 shall terminate upon the termination of the EmploymentPeriod, except for any expenses eligible for reimbursement hereunder that areincurred prior to such termination.

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## SECTION 6.                                *Assignability Binding Nature*. This Agreement shall be binding and inure to the benefit of the parties,and their respective successors, heirs (in the case of Employee) andassigns.  No obligations of the Employersunder this Agreement may be assigned or transferred by the Employers exceptthat such obligations shall be assigned or transferred (as described below)pursuant to a merger or consolidation of Holdings in which Holdings is not thecontinuing entity, or the sale or liquidation of all or substantially all ofthe assets of the Employers, provided that the assignee or transferee is thesurviving entity or successor to all or

 

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## substantially all of the assets of the Employers and such assignee ortransferee assumes the liabilities, obligations and duties of the Employers, ascontained in this Agreement, either contractually or as a matter of law.  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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## SECTION 7.                                *Confidential Information*.

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### (a)                                  *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 CEO.

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### (b)                                 *Definition*. As used herein, “Confidential Information” means informationdisclosed to or known by Employee as a direct or indirect consequence of orthrough the Employment about Employers or any subsidiary of Employers, or theirrespective businesses, products and practices which information is notgenerally known in the business in which Employers or any subsidiary ofEmployers is or may be engaged.  However,Confidential Information shall not include under any circumstances any informationwith respect to the foregoing matters which is (i) directly available to thepublic from a source other than Employee, (ii) released in writing by Employersto the public or to persons who are not under a similar obligation ofconfidentiality to Employers and who are not parties to this Agreement, (iii)obtained by Employee from a third party not under a similar obligation ofconfidentiality to Employers, (iv) required to be disclosed by any courtprocess or any government or agency or department of any government, or (v) thesubject of a written waiver executed by either 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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### (c)                                  *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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## SECTION 8.                                *Agreement Not to Compete*.

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### (a)                                  *Termination for Cause*. In the event that Employee is terminated for Cause or voluntarilyterminates his Employment with Employers other than as a Constructive

 

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### Termination, 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 withinany country.  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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### (b)                                 *Termination Without Cause or forDisability; Constructive Termination*.  In the eventthat the Employment of Employee is terminated by Employers without Cause or thenon-renewal of the Employment Period by Employers or as a result of the totaldisability of Employee or by Employee as a Constructive Termination, Employeehereby agrees that during the period that Employee accepts payments from theEmployers pursuant to 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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## SECTION 9.                                *Agreement Not to Solicit Employees*. Employee agrees that, for a period of two (2) years following thetermination by reason of voluntary termination by Employee or termination forCause, neither he nor any affiliate shall, on behalf of any business engaged ina business competitive with Employers or any subsidiary of Employers, solicitor induce, or in any manner attempt to solicit or induce any person employedby, or any agent of, any Employers or any subsidiary of Employers to terminatehis employment or agency, as the case may be, with any Employers or suchsubsidiary; provided that such limitations shall not apply if the contact withthe employee, agent or consultant is initiated by a third party, not engaged orhired by Employee or any affiliate of Employee, on a “blind basis” such asthrough a head hunter.

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## SECTION 10.                          *Injunctive Relief and other Remedies*.

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### (a)                                  Employee acknowledges and agrees that thecovenants, obligations and agreements of Employee contained in Section 7,Section 8, Section 9 and this Section 10relate to special, unique and extraordinary matters and that a violation of anyof the terms of such covenants, obligations or agreements will cause Employersirreparable injury for which adequate remedies are not available at law.  Therefore, Employee agrees that Employers shallbe entitled to an injunction, restraining order or such other equitable relief(without the requirement to post bond) as a court of competent jurisdiction maydeem necessary or appropriate to restrain Employee from committing anyviolation of such covenants, obligations or agreements.

 

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### (b)                                 In the event of Employee’s violation ofthe provisions of Section 7 after the Employment of Employee isterminated for any reason, Section 8 or Section 9, theright of Employee to receive any further payment pursuant to this Agreementshall immediately terminate and the payments made to Employee subsequent to thetermination of Employee’s Employment pursuant to this Agreement shall bereturned to Employers by Employee within thirty (30) days after receipt ofwritten 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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## SECTION 11.                          *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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## SECTION 12.                          *Captions*.  The captions,headings and arrangements used in this Agreement are for convenience only anddo not in any way affect, limit or amplify the provisions hereof.

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## SECTION 13.                          *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: General Counsel                 |
|       |   | 16052 Swingley Ridge Road, Suite 300  |
|       |   | St. Louis, MO 63017                   |
|       |   | Fax: 636.728.3033                     |
|       |   |                                  |
| Employee:  |   | c/o  Thermadyne Holdings Corporation  |
|       |   | 16052  Swingley Ridge Road, Suite 300 |
|       |   | St.  Louis, Missouri 63017            |

 

## SECTION 14.                          *Invalid Provisions*.  If anyprovision of this Agreement is held to be illegal, invalid or unenforceableunder present or future laws, such provisions shall be fully

 

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## severable, and this Agreement shall be construed and enforced as ifsuch illegal, invalid or unenforceable provision had never comprised a part ofthis Agreement; 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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## SECTION 15.                          *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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## SECTION 16.                          *Waiver*.  No delay oromission by any party hereto to exercise any right or power hereunder shallimpair such right or power to be construed as a waiver thereof.  A waiver by any of the parties hereto of anyof the covenants to be performed by any other party or any breach thereof shallnot be construed to be a waiver of any succeeding breach thereof or of anyother covenant herein contained.  Exceptas otherwise expressly set forth herein, all remedies provided for in thisAgreement shall be cumulative and in addition to and not in lieu of any otherremedies available to any party at law, in equity or otherwise.

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## SECTION 17.                          *Counterparts*.  This Agreementmay be executed in multiple counterparts, each of which shall constitute anoriginal, and all of which together shall constitute one and the sameAgreement.

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## SECTION 18.                          *Governing Law*.  ThisAgreement shall be construed and enforced according to the laws of the State ofMissouri.

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## SECTION 19.                          *Resolution of Disputes; Arbitration. *Any dispute arising out of or relating to thisAgreement or Employee’s employment with Employers or the termination thereofshall be resolved first by negotiation between the parties.  If such negotiations leave the matterunresolved after 60 days, then such dispute or claim shall be resolved bybinding confidential arbitration, to be held in St. Louis, Missouri, inaccordance with the rules of the American Arbitration Association. Thearbitrator in any arbitration provided for herein will be mutually selected bythe parties or in the event the parties cannot mutually agree, then appointedby the American Arbitration Association. Judgment upon the award rendered by the arbitrator(s) may be entered inany court having jurisdiction thereof. The parties shall be responsible for their own costs and expenses underthis Section 19.

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## SECTION 20.                          *Payment Upon Death of Employee*. In the event of the death of Employee during the term hereof, any unpaidpayments due either prior to Employee’s death or after Employee’s death shallbe payable as designated by Employee prior to his death in writing toEmployers.  In the event of the death ofall such persons so designated by Employee, either prior to the death of theEmployee or during any time when payments are due as provided herein, or in theevent Employee fails to so designate prior to his death, or withdraws all suchdesignations, said payments thereafter shall be made to Employee’s estate.

 

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## SECTION 21.                          *Prior Employment Agreements*. This Agreement supersedes any and all other employment,change-in-control, severance or similar agreements between Employee andEmployers.

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## SECTION 22.                          *Jointly and Severally Liable*. Each of the Employers that have signed below is a party to thisAgreement and is jointly and severally liable for the obligations of Employersset forth in this Agreement.

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* * * * * *

 

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IN WITNESS WHEREOF, the parties hereto have executedand delivered this Amended and Restated Executive Employment Agreement as ofthe date first above written.

 
|   | EMPLOYEE:                           |
|--------|-------------------------------------|
|   |                                |
|   |                                |
|   | s/s  Brian Truex                    |   |
|   | Name:  Brian Truex                  |
|   |                                |
|   |                                |
|   | EMPLOYERS:                          |
|   |                                |
|   |                                |
|   | **Thermadyne Holdings Corporation** |
|   |                                |
|   |                                |
|   | By:                                 | /s/Patricia  S. Williams |   |
|   |                                | Patricia  S. Williams |
|   | Title:                              | Vice  President & General Counsel |
|        |                                     |  |  |  |

 

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