EXHIBIT
10.39
 RESTRICTED STOCK AWARD AGREEMENT
THERMADYNE HOLDINGS CORPORATION
 2004 STOCK INCENTIVE PLAN
 
     Terms of Plan to Control
 Exhibit A
 Grant of Restricted Stock




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Restrictions
  a.
    
    Neither (i) the shares of Restricted Stock or any interest in
them, (ii) the right to vote such shares, (iii) the right to receive dividends
on such shares, or (iv) any other rights under this Agreement may be sold,
transferred, donated, exchanged, pledged, hypothecated, assigned or otherwise
transferred, alienated or encumbered, by operation of law or otherwise, until
(and then only to the extent of) such shares are delivered to the Grantee or,
in the event of Grantees death, the Grantees testamentary transferee or
transferees.b.
    
    The Grantee shall have, with respect to the shares of
Restricted Stock, all of the rights of a holder of such shares, including the
right to vote such shares and to receive any cash dividends thereon.
Additional shares of Company common stock resulting from adjustments under
section 12 of the Plan with respect to shares of Restricted Stock subject to
this Agreement shall be treated as additional shares of Restricted Stock
subject to the same restrictions and other terms of this Agreement and the
Grantee or, in the event of his or her death, his or her Designated Beneficiary
or Beneficiaries or testamentary transferees, shall comply with the provisions
of Sections 2.5 of this Agreement with respect to such additional shares. Cash
dividends paid on Unvested Shares are taxable to the Grantee as compensation
income, and not dividend income, and are deductible by the
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Company or a Subsidiary Corporation for income tax purposes as compensation
income.c.
    
    During the Grantees lifetime, shares of Restricted Stock shall
only be delivered to him or her. Any such shares transferred in accordance
with this Agreement shall continue to be subject to the terms and conditions of
this Agreement. Any transfer permitted under this Agreement shall be promptly
reported in writing to the Companys Secretary.
  a.
    
    If Average ROIOC for the Target Period is 35 percent or more,
100 percent of the shares of Restricted Stock shall be delivered.b.
    
    If Average ROIOC for the Target Period is 30 percent, 67
percent of the shares of Restricted Stock shall be delivered.c.
    
    If Average ROIOC for the Target Period is 25 percent, 33
percent of the shares of Restricted Stock shall be delivered.d.
    
    If Average ROIOC during the Target Period does not reach 25
percent, none of the shares of Restricted Stock shall be delivered, and the
grant of such shares shall be forfeited and no longer exercisable.
   a.
    
    Average ROIOC means the weighted average ROIOC for the three
fiscal years of the Company ending December 31, 2007, 2008 and 2009.b.
    
    ROIOC for a fiscal year of the Company means Adjusted
Operating EBITDA for such year divided by Invested Operating Capital for such
year.c.
    
    Invested Operating Capital for a fiscal year of the Company
is the sum of the following items from the consolidated year end balance sheet
as shown on the Companys audited financial statement for such year:
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Accounts receivables, less allowances for doubtful accounts
Inventories
Net property, plant and equipment
Patents and trademarks included in intangibles
Other assets
Long term receivables
Less accounts payabled.
    
    Adjusted Operating EBITDA for a fiscal year of the Company is
the sum of the following items from the consolidated year end statements of
operations as shown on the Companys audited financial statement for such year:Net income (loss) from continuing operations
Interest expense
Net periodic postretirement benefits in excess of cash payments
Restructuring costs
LIFO
Minority interest
Severance accrual
Stock compensation expense
Provision for income tax
 Exhibit A
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Termination of Employment
      a.
    
    an act or omission, by the Grantee that causes material harm to
the Company or a Subsidiary Corporation of which the Grantee is notified in
writing by the Company and the Grantee has not corrected within ten (10) days
of such notification;b.
    
    any continued neglect of or a failure to perform duties by the
Grantee of which the Grantee is notified in writing by the Company and the
Grantee has not corrected within ten (10) days of such notification;c.
    
    the Grantees performing services for any other corporation or
person which competes with the Company or a Subsidiary Corporation while he or
she is employed by the Company or a Subsidiary Corporation and without the
written approval of the chief executive officer of the Company; or
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d.
    
    any conviction of the Grantee or plea of guilty (or of nolo
contendere) by the Grantee to a felonious crime;
  Section 5.
    
    Securities Law Restrictions and Other Restrictions on Transfer of Shares of
Restricted Stock Pursuant to this Agreement
 a.
    
    The Grantee represents that upon receipt of shares of
Restricted Stock, such shares shall be for the Grantees own account and not on
behalf of others. Federal and state securities laws govern and restrict the
Grantees right to offer, sell or otherwise dispose of any such shares unless
the shares are first registered under the Securities Act of 1933 (the
Securities Act) and state securities laws (which the Company is not required
to do), or in the opinion of the Companys counsel, such offer, sale or other
disposition is exempt from registration or qualification thereunder. The
Grantee shall not offer, sell or otherwise dispose of any shares purchased
pursuant to this Agreement in any manner unless they are first registered under
the Securities Act and any applicable state securities laws except in a
transaction which, in the opinion of counsel to the Company, is exempt from the
registration requirements.b.
    
    Restrictive Legend. The certificates representing the
shares of Common Stock granted pursuant to this Agreement shall bear the
following legend, plus other legends the Company deems necessary or desirable
in connection with securities laws or other rules, regulations or laws.THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE ACT) AND ARE RESTRICTED SECURITIES
AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THE SECURITIES MAY NOT BE
SOLD, OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (i) IN CONJUNCTION
WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT,
OR (ii) IN COMPLIANCE WITH RULE 144, OR (iii) PURSUANT TO AN OPINION OF
COUNSEL TO THE CORPORATION THAT SUCH REGISTRATION OR COMPLIANCE IS NOT
REQUIRED AS TO SAID SALE, OFFER OR DISTRIBUTION.
 Non-Assignability
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Withholding Taxes
  Requirement of Notification on Section 83(b) Election
  Adjustments Upon Changes in Capitalization
  Right of Discharged Reserved
  Nature of Payments
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Committee Determinations
  Section Headings
  Notices
  Successors and Assigns
  Other Payments or Awards
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Governing Law and Venue
  Severability
  Entire Agreement Modification
  Authority to Receive Payments
  Counterparts
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THERMADYNE HOLDINGS
CORPORATION
    
    
    
    GRANTEEBy:Patricia S. Williams
    
    
    
    Grantees Name:Date of Signature:Grantees Address:
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RESTRICTED STOCK AWARD AGREEMENT
THERMADYNE HOLDINGS CORPORATION
2004 STOCK INCENTIVE PLAN
BENEFICIARY DESIGNATION
  
     Date of this Designation
    
    Signature of Participant
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