**Exhibit 10.31**

 

**EXECUTIVE EMPLOYMENT AGREEMENT**

 

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”)is made and entered into as of **April 1, 2005**byand among Thermadyne Holdings Corporation, a Delaware corporation (“Holdings”),the subsidiaries of Holdings (together with Holdings, the “Employers”),and **Martin Quinn** (“Employee”).

 

**RECITALS**

 

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

 

## **Basic Employment Provisions**

 

### ***Employment and Term*****.  Employers hereby employ Employee (hereinafterreferred to as the “Employment”) as**Executive Vice President – Global Sales**and Employee agrees to be employed by Employers in such capacity, all onthe terms and conditions set forth herein. The Employment shall be for a period (the “Employment Period”)that will (i) commence on**April 1, 2005**(the “Effective Date”) and continue for at least two yearsthereafter (unless earlier terminated as provided herein) and (ii) renew on thesecond anniversary of the Effective date and each anniversary of the thereafterfor a one-year period, on the same terms and conditions contained herein(unless earlier terminated as provided herein or Employee is timely provided anotice of nonrenewal as provided herein), such that the Employment Period shallextend for 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.  Employee shall have the option to receive thepresent value of the amount (at a 12% discount) described in the immediatelypreceding sentence in a lump sum payment, with such option to be exercised byEmployee in writing within ten (10) days of termination and Employer shall makesuch lump sum payment within thirty (30) days of receiving the written noticefrom Employee.**

 

### ***Duties*****.  Employee shall be subject to the directionand supervision of the CEO or the CEO’s delegate (the “CEO”) and, as the**Executive Vice President –Global Sales**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.**

 

## **Compensation.**

 

### ***Salary*****.  Employers shall pay to Employee during theEmployment Period a salary as basic compensation for the services to berendered by Employee hereunder. The initial amount of such salary shall be**$270,000**per annum.  Such salary shall be reviewedno less frequently than annually by the CEO and may be increased upon theapproval of the CEO, subject to the approval of the Board of Directors ofHoldings.  Such salary shall accrue andbe payable in accordance with the payroll practices of Employers’ subsidiary orsubsidiaries in effect from time to time. All such payments shall be subject to deduction and withholdingauthorized or required by applicable law.**

 

### ***Bonus*****.  During the Employment Period, Employee shalladditionally participate in an annual bonus plan providing for an**

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### **annual bonus opportunity of notless than**75%**of Employee’s annual salary for the calendar yearsthereafter, in accordance with the terms set forth in Employers’ then currentManagement Incentive Plan.**

 

### ***Benefits*****.  During the Employment Period, Employee shallbe entitled to participate in such employee benefit plans, programs andarrangements made available to, and on the same terms as, other similarlysituated executives of Employers, including, without limitation, 401(k) plans,excess savings plans, tax qualified profit sharing plans and any otherretirement plans (including the Superannuation fund of Cigweld Pty Ltd.,hereinafter called the SAF), health, group life (with optional additionalcoverage), short term disability, long term disability (not to exceed 60% ofEmployee’s annual salary otherwise payable to Employee for the applicableperiod), hospitalization and such other benefit programs as may be approvedfrom time to time by Employers for their executives.  Employee shall be entitled to**four**weekspaid vacation 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.  Notwithstanding the foregoing, the Employeeshall not be entitled to a Company match under the 401(k) plan if Employercontributes to the SAF.  Furthermore, tothe extent Employee pays tax in the US on Employee’s SAF contribution, theEmployer shall neutralize this effect by grossing up the base pay of Employeeby an amount equal to the negative tax effect. Employer will pay for Employee’s tax preparation during his U.S.employment with Employer.**

 

### ***Stock Options.*****Holdings shall grantEmployee stock options (the “Options”) to purchase up to**50,000**shares the Common Stock of Holdings in accordance with the terms and conditionsof Holdings’ stock option plan. The exercise price for the Options shall beequal 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 of Employee’s execution of this Agreement. Subject in each case to Employee’s continued Employment until theapplicable vesting date, one-half of the Options will become vested and,subject to compliance with applicable securities laws, exercisable in threeequal annual installments on each of the next three anniversaries of theEffective date, and the remaining one-half of the Option (the “PerformanceOptions”) will become vested, and subject to compliance with applicablesecurities laws, exercisable in three equal annual installments on each of thefirst three anniversaries of the date of grant (each an “Installment Date”) ifHoldings achieves its Return on Invested Capital Targets in accordance with itsannual budget for the immediately preceding fiscal year.  If any Performance Options do not vest in anyyear due to the failure to meet the Return on Invested Capital Targets for suchyear, such Options shall vest on any subsequent Installment Date if Holdingshas cumulatively achieved on such date the Return on Invested Capital Targetsfor the current year, plus the Return on Invested Capital Targets for the prioryears for which such Targets were not achieved (after taking into account anyportion of such Targets achieved in such prior years); provided, however,that if the Performance Options do not vest by the final Installment Date, thensuch Options shall vest on the seventh anniversary of the grant, providedEmployee is still employed with the Employers on such date. In addition togrant listed above, Employee will be eligible for future grants on the samebasis as similarly situated Employees of the Employers.**

 

## **Termination.**

 

### ***Death or Disability*****.  Employment of Employee under this Agreementshall terminate automatically upon the death or total disability ofEmployee.  For the purpose of thisAgreement, “total disability” shall be deemed to have occurred ifEmployee shall have been unable to perform the duties of his Employment due tomental or physical incapacity for a period of six consecutive months.**

 

### ***Cause*****.  The CEO, subject to approval from the Boardof Directors, may terminate the Employment of Employee under this Agreement forCause.  For the purposes of thisAgreement, “Cause” shall be deemed to be (i) the conviction of a crimeby Employee constituting a felony or other crime involving moral turpitude,(ii) an act of dishonesty or disloyalty by Employee that resulted in or wasintended to result in harm to  any of theEmployers; (iii) the willful engaging by Employee in misconduct which isinjurious to any of the Employers; (iv) Employee’s failure to comply with thematerial terms of this Agreement; (v) failure by Employee to comply fully withany lawful directives of the Board or Employers; (vi) misappropriation byEmployee of Employers’ funds; (vii) habitual abuse of alcohol, narcotics orother controlled substances by Employee; or (viii) gross negligence in theperformance of Employee’s duties and responsibilities hereunder.**

 

### ***Without Cause*****.  Any of the Employers, acting alone, mayterminate the Employment of Employee under this Agreement without Cause.**

 

### ***Constructive Termination*****.  Employee may elect to terminate theEmployment under this Agreement, effective immediately, upon a ConstructiveTermination Without Cause, as defined below, by provided Employer writtennotice within thirty days of**

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### **Employeebecoming aware of such Constructive Termination Without Cause.  Failure to provide notice within thirty daysshall constitute a waiver of Employee’s rights under this Section. For purposesof this Agreement, “Constructive Termination Without Cause” shall mean atermination of the Employee’s employment at his initiative following theoccurrence, without the Employee’s prior written consent, of one or more of thefollowing events:**

 

#### **any failure by the Employers tocomply with 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;**

 

#### **without the Employee’s consent, anyreduction in salary, bonus percentage, or material reduction in duties;**

 

#### **any purported “for cause”termination by the Employers of the Employee’s employment otherwise than asexpressly permitted by Section 3(b) of this Agreement;**

 

#### **any failure by the Employers tocomply with and satisfy the provisions of Section 6 hereof, or failureby any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business and/orassets of the Employers to assume expressly and agree to perform this Agreementin the same manner and to the same extent the Employers would be required toperform it if no such succession had taken place, provided, in either case,that the successor contemplated by Section 6 hereof has received, atleast 10 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.**

 

## **Compensation Following Termination.**

 

### ***Death. *****If the Employment Period isterminated pursuant to the provisions of Section 3(a) above**due to the death of Employee, this Agreement shallterminate, and no further compensation shall be payable to Employee’s estate,heirs or beneficiaries, as applicable, except that Employee’s estate, heirs orbeneficiaries, as applicable, shall be entitled to receive (i) Employee’s thencurrent basic compensation through the end of the month in which Employee’sdeath occurred, (ii) a pro rata portion (based on a fraction the numerator ofwhich is the number of days Employee worked in the year of Employee’s death andthe 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) any un-reimbursed expensespursuant to Section 5 below, and, thereafter, Employers shall have nofurther obligations or liabilities hereunder to Employee’s estate or legalrepresentative or otherwise, other than the payment of benefits or amounts, ifany, pursuant to Section 2(c) and 4(e).**

 

### ***Disability*****.  If the Employment Period is terminatedpursuant to the provisions of Section 3(a) above due to Employee’s totaldisability as determined thereunder, this Agreement shall terminate, and (i)Employers will continue the payment of Employee’s basic compensation at thethen current rate until the earlier of (A) the benefits under any long-termdisability insurance provided by Employers commences or (B) 180 days from thedate of such total disability, (ii) Employers shall pay a pro rata portion(based on a fraction the numerator of which is the number of days Employeeworked in the year Employee became totally disabled and the denominator ofwhich is 365) of the bonus as set forth in Section 2(b) which Employeewould have been entitled to receive for the year in which termination occurs ifthe performance objectives established in Employers’ Management Incentive Planare achieved, (iii) Employers shall pay any un-reimbursed expenses pursuant to Section5 below, and (iv) Employers shall pay any amount due under Section 4(e).  Thereafter, Employers shall have noobligation for basic compensation or other compensation payments to Employeeduring the continuance of such total disability.**

 

### ***Terminationfor 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, except as provided in Section 4(e).Employee shall be entitled to receive benefits to which he is or may becomeentitled pursuant to any benefit plan which by its terms survive termination.**

 

### ***TerminationWithout Cause; Constructive Termination*****.  If the Employment Period is terminatedpursuant to Section3(c) or 3(d) above, Employee shall be entitled (i) to continue to receivefrom Employers his then current basic compensation hereunder, such amount tocontinue to be paid in accordance with the payroll practices of Employers for aperiod equal to 12 months, (ii) to receive his bonus pursuant to Section2(b) for the year in which Employee is terminated, (iii) during such**

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**12-month period, to continue to receive themedical and dental benefits to which he would otherwise be entitled during theEmployment Period pursuant to Section 2(c) above; provided thatEmployee shall continue to make the same contributions toward such coverage asEmployee was making on the date of termination, with such adjustments tocontributions as are made generally for all Employers’ employees, (iv) to anyamounts that might become due under Section 4(e), and (v) during such12-month period, to a monthly automobile allowance as contemplated by Section5 below; provided, however, that Employee shall no longer beentitled to participate in any of Employers’ 401K plans, excess savings plans,tax qualified profit sharing plans or any other retirement plans.  Employee shall have the option to receive thepresent value of the benefits (at a 12% discount) described in the immediatelypreceding sentence in a lump sum payment, with such option to be exercised byEmployee in writing within ten (10) days of termination and Employer shall makesuch lump sum payment within thirty (30) days of receiving the written noticefrom Employee.  In the event of Employee’sdeath during such 12-month period, such continuation of compensation, benefitsand monthly automobile 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 Section4(d) shall be considered liquidated damages in respect of claims based onany provisions of this Agreement or Employee’s employment with Employers andthe commencement 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.**

 

### **(e)           *Termination For Any Reason***.****In addition to any other compensation provided in this section, upontermination of the Employment Period for any reason, Employers shall pay theactual and reasonable costs to transport Employee, his immediate family, andtheir possessions from St. Louis to Australia (provided Employee and Employee’sfamily return to Australia within six months of the termination).  In addition, Employers shall be obligated topay the actual and reasonable cost incurred from selling of one residentialhome if Employee has purchased a home in St. Louis for his residence (providedEmployee sells said residential home within one year of termination).****

 

## **Expense Reimbursement. *Upon the submission of properlydocumented expense account reports, Employers shall reimburse Employee for allreasonable business-related travel and entertainment expenses incurred byEmployee in the course of his Employment with Employers.  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 Employment Period,except for any expenses eligible for reimbursement hereunder that are incurredprior to such termination.***

 

## **Assignability Binding Nature.  *ThisAgreement shall be binding and inure to the benefit of the parties, and theirrespective successors, heirs (in the case of Employee) and assigns.  No obligations of the Employers under thisAgreement may be assigned or transferred by the Employers except that suchobligations shall be assigned or transferred (as described below) pursuant to amerger or consolidation of Holdings in which Holdings is not the continuingentity, or the sale or liquidation of all or substantially all of the assets ofthe Employers, provided that the assignee or transferee is the surviving entityor successor to all or substantially all of the assets of the Employers andsuch assignee or transferee assumes the liabilities, obligations and duties ofthe Employers, as contained in this Agreement, either contractually or as amatter of law.  As used in thisAgreement, the “Employers” and “Holdings” shall mean the Employers and Holdingsas hereinbefore defined, respectively, and any successor to their businessand/or assets as aforesaid which assumes and agrees to perform this Agreementby operation of law, or otherwise.***

 

## **Confidential Information.**

 

### ***Non-Disclosure*****.  During the Employment Period or at any timethereafter, irrespective of the time, manner or cause of the termination ofthis Agreement, Employee will not directly or indirectly reveal, divulge,disclose or communicate to any person or entity, other than authorizedofficers, directors and employees of the Employers, in any manner whatsoever,any Confidential Information (as hereinafter defined) of Employers or anysubsidiary of Employers without the prior written consent of the CEO.**

 

### ***Definition*****.  As used herein, “Confidential Information”means information disclosed to or known by Employee as a direct or indirectconsequence of or through the Employment about Employers or any subsidiary ofEmployers, or their respective businesses, products and practices whichinformation is not generally known in the business in which Employers or anysubsidiary of Employers is or may be engaged. However, Confidential Information shall not include under anycircumstances any information with respect to the foregoing matters which is(i) directly available to the public from a source other than**

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### **Employee, (ii) released in writingby Employers to the public or to persons who are not under a similar obligationof confidentiality 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 Section7(b), he shall give written notice of the same to Employers at least 30days prior to the release or use of such Confidential Information and shallspecify the claimed exemption and the circumstances giving rise thereto.**

 

### ***Return ofProperty*****.  Upon termination ofthe Employment, Employee will surrender to Employers all ConfidentialInformation, including, without limitation, all lists, charts, schedules,reports, financial statements, books and records of the Employers or anysubsidiary 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.**

 

## **Agreement Not to Compete.**

 

### ***Terminationfor Cause*****.  If Employee’semployment is terminated for Cause or voluntarily terminates his Employmentwith Employers other than as a Constructive Termination, Employee hereby agreesthat for a period of 12 months following such termination, he shall not, eitherin his own behalf or as a partner, officer, director, employee, agent orshareholder (other than as the holder of less than 5% of the outstandingcapital stock of any corporation with a class of equity security registeredunder Section 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 arethen engaged and situated within any country. Nothing contained in this Section 8(a) 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.**

 

### ***TerminationWithout Cause or for Disability; Constructive Termination*****.  If Employee’s employment is terminatedwithout Cause or the non-renewal of the Employment Period by Employers or as aresult of the total disability of Employee or by Employee as a ConstructiveTermination, Employee hereby agrees that during the period that Employeeaccepts payments from the Employers pursuant to Section 1(a), Section4(b), Section 4(c) or Section 4(d) above, as applicable,neither he nor any affiliate shall, either in his own behalf or as a partner,officer, director, employee, agent or shareholder (other than as the holder ofless than 5% of the outstanding capital stock of any, corporation with a classof equity security registered under Section 12(b) or Section 12(g) of theSecurities Exchange Act of 1934, as amended) engage in, invest in or renderservices to any person or entity engaged in the businesses in which Employersor any subsidiary of Employers is then engaged and situated within any country.  Nothing contained in this Section 8(b)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.**

 

## **AgreementNot to Solicit Employees.  *Employee agrees that, for a period of two (2) yearsfollowing the termination by reason of voluntary termination by Employee ortermination 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.***

 

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

 

### **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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**If Employee violates Section 7, Section8, or Section 9 after Employee’s employment is terminated for anyreason, 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.**

 

## **NoViolation.  *Employee hereby represents and warrants to Employers that theexecution, delivery and performance of this Agreement by Employee does not,with or without the giving of notice or the passage of time, or both, conflictwith, result in a default, right to accelerate or loss of rights under anyprovision of Any agreement or understanding to which the Employee or, to thebest knowledge of Employee, any of Employee’s affiliates are a party or bywhich Employee, or to the best knowledge of Employee, Employee’s affiliates maybe bound or affected.***

 

## **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.***

 

## **Notices.  *AllNotices required or permitted to be given hereunder shall be in writing andshall be deemed delivered, whether or not actually received, two days afterdeposited in the United States mail, postage prepaid, registered or certifiedmail, return receipt requested, addressed to the party to whom notice is beinggiven at the specified address or at such other address as such party maydesignate by notice:***

 

Employers:      Thermadyne Holdings Corporation

Attn: Chief ExecutiveOfficer

16052 Swingley RidgeRoad, Suite 300

St.  Louis, MO 63017

Fax: 636.728.3010

 

and

 

ThermadyneHoldings Corporation

Attn: GeneralCounsel

16052 SwingleyRidge Road, Suite 300

St.  Louis, MO 63017

Fax: 636.728.3011

Employee:c/o Thermadyne Holdings Corporation16052 Swingley Ridge Road, Suite 300 St.  Louis, Missouri 63017

 

**Invalid Provisions**. ***If any provision of this Agreement is held to beillegal, invalid or unenforceable under present or future laws, such provisionsshall be fully severable, and this Agreement shall be construed and enforced asif such illegal, invalid or unenforceable provision had never comprised a partof this Agreement; the remaining provisions of this Agreement shall remain infull force 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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## **Amendments.  *This Agreement may be amended in whole or in partonly by an instrument in writing setting forth the particulars of suchamendment and duly executed by an officer of Employers and by Employee.***

 

## **Waiver.  *Except asotherwise provided herein, delay or omission by any either party to exerciseany right or power hereunder shall not impair such right or power to beconstrued as a waiver thereof.  A waiverby any of the parties hereto of any of the covenants to be performed by anyother party or any breach thereof shall not be construed to be a waiver of anysucceeding breach 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.***

 

## **Counterparts.  *ThisAgreement may be executed in multiple counterparts, each of which shallconstitute an original, and all of which together shall constitute one and thesame Agreement.***

 

## **GoverningLaw.  *ThisAgreement shall be construed and enforced according to the laws of the State ofMissouri.***

 

## **Resolutionof Disputes; Arbitration.*  Any dispute arising out of or relating tothis Agreement or Employee’s employment with Employers or the terminationthereof shall 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.***

 

## **PaymentUpon Death of Employee.  *In the event of the death of Employee during the termhereof, any unpaid payments due either prior to Employee’s death or afterEmployee’s death shall be payable as designated by Employee prior to his deathin writing to Employers.  In the event ofthe death of all such persons so designated by Employee, either prior to thedeath of the Employee or during any time when payments are due as providedherein, or in the event Employee fails to so designate prior to his death, orwithdraws all such designations, said payments thereafter shall be made toEmployee’s estate.***

 

## **PriorEmployment Agreements.  *This Agreement supersedes any and all otheremployment, change-in-control, severance or similar agreements between Employeeand Employers.***

 

## **Jointly andSeverally Liable.  *Each of the Employers is jointly and severally liablefor the obligations of Employers set forth in this Agreement.***

 

SECTION 23. *Relocation. *Employeewill relocate to St. Louis, Missouri within three months of the EffectiveDate.  Employers will pay Employee’sliving expenses in St. Louis, Missouri, including rent of a furnishedapartment, telephone, gas, water, sewer, and electric for six months afterEmployee’s relocation.  Employer will payfor all customary expenses to relocate Employee and Employee’s family to St.Louis (for purposes of this clause, “customary” refers to practices andpolicies of the Employer as they have been applied to Employees in similarExecutive positions).  In addition,Employer shall pay one return trip to / from Australia for Employee and each ofEmployee’s immediate family members once per year.   Employer will also pay Employee an amountequal to the customary expenses to relocate Employee’s possessions to St.Louis, Missouri. Employer will pay the customary legal expenses and feesassociated with immigration of Employee, his wife and son.  Employer will also pay to Employee an amountequal to 3% of the appraised value of the Employee’s home in Australia.  The Parties will mutually agree on anappraiser.

 

SECTION 24.  *Signing Bonus.* Holdings shall pay Employee a one time lumpsum of A**$79,818.33** as a signing bonus and incancellation of any long term leave bank Employee has accumulated prior to theEffective Date.

 

* * * * * *

 

IN WITNESS WHEREOF, the parties hereto have executedand delivered this Employment Agreement as of the date first above written.

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|            | EMPLOYEE:                           |
|------------|-------------------------------------|
|       | /s/ MARTIN QUINN                    |
| ** ** | Name: **Martin Quinn**              |
| ** ** | **Dated:**                          |  April 1, 2005 |
|       | EMPLOYERS:                          |
| ** ** | **Thermadyne Holdings Corporation** |
|       | By:                                 | /s/ PAUL D. MELNUK |
|       |                                | Paul D. Melnuk |
|       | Title:                              | Chairman and Chief Executive Officer |
|            |                                     |  |  |

 

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