shall be paid for a period of twelve consecutive months commencing with the seventh consecutivemonth immediately following the month in which the Employment Period ends.     (b) *Duties.*Employee shall be subject to the direction and supervision of the CEO and, as the**Executive Vice President — Chief Financial Officer and Chief Administrative Officer**shall havethose duties and responsibilities which are assigned to him during the Employment Period by the CEOconsistent with his position. The parties expressly acknowledge that the Employee shall devotesubstantially all of his business time and attention to the transaction of Employers’ businesses asis necessary to discharge his supervisory management responsibilities hereunder. The foregoing willnot preclude reasonable participation in civic and community organizations and participation as amember of the board of directors of at least one company will be permitted. Employee agrees toperform faithfully the duties assigned to him to the best of his ability.          SECTION 2. *Compensation.*     (a) *Salary.*Employers shall pay to Employee during the Employment Period a salary as basiccompensation for the services to be rendered by Employee hereunder. The initial amount of suchsalary shall be **$325,000**per annum. Such salary shall be reviewed no less frequently than annuallyby the CEO and may be increased upon the approval of the CEO, subject to the approval of the Boardof Directors of Holdings. Such salary shall accrue and be payable in accordance with the payrollpractices of Employers’ subsidiary or subsidiaries in effect from time to time. All such paymentsshall be subject to deduction and withholding authorized or required by applicable law.     (b) *Bonus.*During the Employment Period, Employee shall additionally participate in an annualbonus plan providing for an annual bonus opportunity of not less than 75% of Employee’s annualsalary for each calendar year, in accordance with the terms set forth in Employers’ then currentManagement Incentive Plan.     (c) *Benefits.*During the Employment Period, Employee shall be entitled to participate in suchemployee 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,employee stock purchase plans, and any other retirement plans, health, group life (with optionaladditional coverage), short term disability, long term disability (not to exceed 60% of Employee’sannual salary otherwise payable to him for the applicable period), hospitalization and such otherbenefit programs as may be approved from time totime by Employers for their executives. Employee shall be entitled to four weeks paid vacation peryear. Nothing herein shall affect Employers’ right to amend, modify or terminate any retirement orother benefit plan at any time on a company-wide basis for similarly situated executives.     (d) *Stock Options.*Holdings shall grant Employee stock options (the “Options”) to purchase up to120,000 shares the common stock of Holdings in accordance with the terms and conditions ofThermadyne Holdings Corporation 2004 Stock Incentive Plan. The exercise price for the Options shallbe equal to the closing bid
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price per share of the common stock on the over-the-counter market as of the close of businessimmediately preceding the date of Employee’s execution of this Agreement. Subject in each case toEmployee’s continued Employment until the applicable vesting date, one-half of the Options willbecome vested and, subject to compliance with applicable securities laws, exercisable in threeequal annual installments on each of the next three anniversaries of the Effective date, and theremaining one-half of the Option (the “Performance Options”) will become vested, and subject tocompliance with applicable securities laws, exercisable in three equal annual installments on eachof the first three anniversaries of the date of grant (each an “Installment Date”) if Holdingsachieves its Return on Invested Capital Targets in accordance with its annual budget for theimmediately preceding fiscal year. If any Performance Options do not vest in any year due to thefailure to meet the Return on Invested Capital Targets for such year,suchOptions shall vest on any subsequent Installment Date if Holdings has cumulatively achieved on suchdate the Return on Invested Capital Targets for the current year, plus the Return on InvestedCapital Targets for the prior years for which such Targets were not achieved (after taking intoaccount any portion of such Targets achieved in such prior years); Provided, however, that if thePerformance Options do not vest by the final Installment Date, then such Options shall vest on theseventh anniversary of the grant, provided Employee is still employed with the Employers on suchdate. In addition to the grant listed above, Employee will be eligible for future grants on thesame basis as similarly situated employees of the Employers.          SECTION 3. *Termination.*     (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,Employee shall be totally disabled if he is disabled within the meaning of Code Section409A(a)(2)(C).     (b) *Cause.*The CEO, subject to the prior 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) an act of willful misconduct, fraud, embezzlement, theft,or any other act constituting a felony, involving moral turpitude or causing material harm,financial or otherwise, to the Employers; (ii) an intentional act or failure to act, which iscommitted by the Employee and which causes or can be expected to imminently cause material injuryto any of the Employers; (iii) a material breach of this Agreement that is not cured by theEmployee within 15 days after written notice from the CEO specifying the breach and requesting acure; or (vi) habitual abuse of alcohol, narcotics or other controlled substances which impairsEmployee’s ability to perform Employee’s duties hereunder.     (c) *Without Cause.*Any of the Employers, acting alone, may terminate the Employment ofEmployee under this Agreement without Cause.     (d) *Constructive Termination.*Employee may elect to terminate his Employment under thisAgreement upon a Constructive Termination WithoutCause, as defined below. For purposes of this Agreement, “Constructive Termination Without
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     Cause” shall mean a termination of the Employee’s employment at his initiative followingthe occurrence, without the Employee’s prior written consent, of one or more of the followingevents:     (i) any failure by the Employers to comply with any of the provisions of this Agreement,other than an isolated, insubstantial and inadvertent failure not occurring in bad faithand which is remedied by the Employers within 30 days after receipt of written noticethereof given by the Employee;     (ii) any reduction in salary, bonus percentage or material reduction in duties;     (iii) any purported termination by the Employers of the Employee’s employment otherwisethan as expressly permitted by Section 3(b) of this Agreement;     (iv) any failure 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, consolidationor otherwise) to all or substantially all of the business and/or assets of the Employers to assumeexpressly and agree to perform this Agreement in the same manner and to the same extent theEmployers would be required to perform it if no such succession had taken place, provided, ineither case, that the successor contemplated by Section 6 hereof has received, at least 10days prior to the giving of notice of constructive termination by the Employee, written notice fromthe Employers or the Employee of the requirements of the provisions of Section 6 or of suchfailure. Employers agree to provide copy of this agreement to any such successor prior to thesuccession.     (v) The Employers shall relocate its principal executive offices or require the Employeeto have his principal location of work changed, in either case, to any location which isin excess of 45 miles of its current location.          SECTION 4. *Compensation Following Termination.*     (a) *Death.*If the Employment Period is terminated pursuant to the provisions of Section 3(a) abovedue to the death of Employee, this Agreement shall terminate, and no further compensation shall bepayable to Employee’s estate, heirs or beneficiaries, as applicable, except that Employee’s estate,heirs or beneficiaries, as applicable, shall be entitled to receive (i) Employee’s then currentbasiccompensation through the end of the month in which Employee’s death occurred, (ii) a pro rataportion (based on a fraction the numerator of which is the number of days Employee worked in theyear of Employee’s death and the denominator of which is 365) of the bonus as set forth inSection 2(b) which Employee would have been entitled to receive for the year in whichtermination occurs if the performance objectives established in Employers’ Management incentivePlan are achieved, and (iii) any un-reimbursed expenses pursuant to Section 5 below, and,thereafter, Employers shall have no further obligations or liabilities hereunder to
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Employee’s estate or legal representative or otherwise, other than the payment of benefits, if any,pursuant to Section 2(c).     (b) *Disability.*If the Employment Period is terminated pursuant to theprovisions of Section 3(a) above due to Employee’s total disability as determinedthereunder, this Agreement 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 underany long-term disability insurance provided by Employers commences or (B) 180 days from the date ofsuch total disability, (ii) Employers shall pay a pro rata portion (based on a fraction thenumerator of which 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 which termination occurs if theperformance objectives established in Employers’ Management Incentive Plan are achieved, and (iii)Employersshall pay any un-reimbursed expenses pursuant to Section 5 below. Thereafter,Employers shall have no obligation for basic compensation or other compensationpayments to Employee during the continuance of such total disability.     (c) *Termination for Cause or Voluntary Termination.*If the Employment Period is terminatedfor Cause pursuant to Section 3(b) or voluntarily by the Employee for reasons other than thosedescribed in Section 3(a) or 3(d) above, no further compensation or benefits shall be paidto Employee after the date of termination, but Employee shall be entitled to receive benefits towhich he is or may become entitled pursuant to any benefit plan which by its terms survivetermination.     (d)*Termination Without Cause; Constructive Termination.*If the EmploymentPeriod is terminated pursuant to Section 3(c) or 3(d) above, Employee shall be entitled (i)to continue to receive from Employers his then current basic compensation hereunder, such amount tocontinue to be paid in accordance with the payroll practices of Employers for a period equal to 12months, (ii) to receive within 30 days of termination a bonus in an amount that shall be 75% ofEmployee’s annual base compensation, and (iii) during such 12-month period, to continue to receivethe benefits to which he would otherwise be entitled during the Employment Period pursuant toSection 2(c) above; provided that Employee shall continue to make the same contributionstoward such coverage as Employee was making on the date of termination, with such adjustments tocontributions as are made generally for all Employers’ employees. If the Employee is a “specifiedemployee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time the Employment Periodexpires and payments under this Section 4(d) are not a separation pay arrangement within themeaning of Prop.Treasury Reg. 1.409A-1(a)(9) or any successor Treasury Regulations, the payments under Section4(d)(i) shall be paid for a period of twelve consecutive months commencing with the seventhconsecutive month immediately following the month in which the Employment Period ends.Provided, however, that Employee shall no longer be entitled to participate in any ofEmployers’ 401K plans, employee stock purchase plans or any other retirement plans. Employeeshall have the option to receive the present value of the benefits (at a 12% discount) described inthe immediately preceding sentence in a lump sum payment, with such option to be exercised byEmployee in writing within thirty (30) days of termination and
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Employer shall make such lump sum payment within thirty (30) days of receiving the written noticefrom Employee. In the event of Employee’s death during such 12-month period, such continuation ofcompensation and benefits shall cease upon Employee’s death. In the event Employee obtainsemployment elsewhere during such 12-month period, such compensation and benefits shall continue forthe period described above notwithstanding such reemployment of Employee. The sums received byEmployee under this Section 4(d) shall be considered liquidated damages in respect of claims basedon any provisions of this Agreement or Employee’s employment with Employers and the commencement ofthe payment of such sums by Employers shall not begin until Employee executes and delivers ageneral release of all such claims in form and substance mutually satisfactory to Employers andEmployee.          SECTION 5. *Expense Reimbursement.*Upon the submission of properly documented expense accountreports, Employers shall reimburse Employee for all reasonable business-related travel andentertainment expenses incurred by Employee in the course of his Employment with Employers. Unlessotherwise expressly provided in this Agreement, Employers’ obligations under this Section 5 shallterminate upon the termination of the Employment Period, except for any expenses eligible forreimbursement hereunder that are incurred prior to such termination.          SECTION 6. *Assignability Binding Nature.*This Agreement shall be bindingand inure to the benefit of the parties, and their respective successors, heirs (in the case ofEmployee) and assigns. No obligations of the Employers under this Agreement may be assigned ortransferred by the Employers except that such obligations shall be assigned or transferred (asdescribed 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 of the assets of theEmployers, provided that the assignee or transferee is the surviving entity or successor to all orsubstantially all of the assets of the Employers and such assignee or transferee assumes theliabilities, obligations and duties of the Employers, as contained in this Agreement, eithercontractually 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 successorto their business and/or assets as aforesaid which assumes and agrees to perform this Agreement byoperation of law, or otherwise.          SECTION 7. *Confidential Information.*     (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 will not directly or indirectly reveal, divulge, disclose or communicate to any person orentity, other than authorized officers, directors and employees of the Employers, in any mannerwhatsoever, any Confidential Information (as hereinafter defined) of Employers or any subsidiary ofEmployers without the prior written consent of the CEO.     (b) *Definition.*As used herein, “Confidential Information” means informationdisclosed to or known by Employee as a direct or indirect consequence of or through the Employmentabout Employers or any subsidiary of Employers, or their respective businesses, products andpractices which information is not generally known in the
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business in which Employers or any subsidiary of Employers is or may be engaged. However,Confidential Information shall not include under any circumstances any information with respect tothe foregoing matters which is (i) directly available to the public from a source other thanEmployee, (ii) released in writing by Employers to the public or to persons who are not under asimilar obligation of confidentiality to Employers and who are not parties to this Agreement, (iii)obtained by Employee from a third party not under a similar obligation of confidentiality toEmployers, (iv) required to be disclosed by any court process or any government or agency ordepartment of anygovernment, or (v) the subject of a written waiver executed by either Employers for the benefit ofEmployee. In the event Employee believes that he is free to disclose or utilize ConfidentialInformation under Section 7(b), he shall give written notice of the same to Employers atleast 30 days prior to the release or use of such Confidential Information and shall specify theclaimed exemption and the circumstances giving rise thereto.     (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 or any subsidiary of the Employers, andall copies thereof, and all other property belonging to the Employers or any subsidiary of theEmployers, including, without limitation, company credit cards, cell phones, personal dataassistants or other electronic devices, provided Employee shall be accorded reasonable access tosuch Confidential Information subsequent to the Employment Period for any proper purpose asdetermined in the reasonable judgment of any of the Employers.          SECTION 8. *Agreement Not to Compete.*     (a) *Termination for Cause.*In the event that Employee is terminated for Cause pursuant to Section3(b) above or voluntarily terminates his Employment with Employers other than as a ConstructiveTermination pursuant to Section 3(d) above, Employee hereby agrees that for a period of 12 monthsfollowing such termination, he shall not, either in his own behalf or as a partner, officer,director, employee, agent or shareholder (other than as the holder of less than 5% of theoutstanding capital stock of any corporation with a class of equity security registered underSection 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 the businesses in which Employersor any subsidiary of Employers are then engaged and situated within any country. Nothing containedin 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 the date hereof.     (b) *Termination Without Cause or for Disability; Constructive Termination.*In the event that theEmployment of Employee is terminated by Employers without Cause pursuant to Section 3(c) above, oras a result of the total disability of Employee or by Employee as a Constructive Terminationpursuant to Section 3(a) and 3(d) above, respectively, Employee hereby agrees that during theperiod that Employee accepts payments from the Employers pursuant to a disability plan sponsored byEmployers pursuant to Section 2(c) and 4(b) above or payments pursuant to Section 4(d) above, as
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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 of less than 5% of theoutstanding capital stock of any, corporation with a class of equity security registered underSection 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 the businesses in which Employersor any subsidiary of Employers is then engaged and situated within any country. Nothing containedin this Section 8(b) shall be construed as restricting the Employee’s right to sell orotherwise dispose of any business or investments owned or operated by Employee as of the datehereof.          SECTION 9. *Agreement Not to Solicit Employees.*Employee agrees that, for a period of twelve monthsfollowing the termination for any reason, neither he nor any affiliate shall, on behalf of anybusiness engaged in a business competitive with Employers or any subsidiary of Employers, solicitor induce, or in any manner attempt to solicit or induce any person employed by, or any agent of,any Employers or any subsidiary of Employers to terminate his or her employment or agency, as thecase may be, with any Employers or such subsidiary.          SECTION 10. *Injunctive Relief and other Remedies.*     (a) Employee acknowledges and agrees that the covenants, obligations and agreements ofEmployee contained in Section 7, Section 8, Section 9 and this Section10 relate to special, unique and extraordinary matters and that a violation of any of the termsof such covenants, obligations or agreements will cause Employers irreparable injury for whichadequate remedies are not available at law. Therefore, Employee agrees that Employers shall beentitled to an injunction, restraining order or such other equitable relief as a court of competentjurisdiction may deem necessary or appropriate to restrain Employee from committing any violationof such covenants, obligations or agreements.     (b)If Employee violates the provisions of Section 8, or 9 after the Employmentof Employee is terminated for any reason, and fails to cease or cure such violation within thirty(30) days after the receipt by Employee of written notice of violation from Holdings, the right of Employeeto receive any further payment pursuant to this Agreement shall immediately terminate and the payments made toEmployee subsequent to the termination of Employee’s Employment pursuant to this Agreement shall be returned toEmployers 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 any other rights and remedies Employers may have.          SECTION 11. *No Violation.*Employee hereby represents and warrants to Employers that the execution,delivery and performance of this Agreement by Employee does not, with or without the giving ofnotice or the passage of time, or both, conflict with, result in a default, right to accelerate orloss of rights under any provision of any agreement or understanding to which the Employee or, tothe best knowledge of Employee, any of Employee’s affiliates are a party or by which Employee, orto the best knowledge 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 forconvenience only and do not in any way affect, limit or amplify the provisions hereof.          SECTION 13. *Notices.*All notices required or permitted to be given hereunder shall be in writingand shall be deemed delivered, whether or not actually received, (i) one day after deposit with anationally recognized overnight express courier service with receipt of deposit confirmed, or (ii)two days after deposited in the United States mail, postage prepaid, registered or certified mail,return receipt requested, addressed to the party to whom notice is being given at the specifiedaddress or at such other address as such party may designate by notice:       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: 636.728.3010       Employee: c/o Thermadyne Holdings Corporation    16052 Swingley Ridge Road, Suite 300    St. Louis, Missouri 63017         Carmody MacDonald, PC    Attention: Mark B. Hillis    120 S. Central, Suite 1800    St. Louis, Missouri 63105          SECTION 14. *Invalid Provisions.*If any provision of this Agreement is held to be illegal, invalidor unenforceable under present or future laws, such provisions shall be fully severable, and thisAgreement shall be construed and enforced as if such illegal, invalid or unenforceable provisionhad never comprised a part of thisAgreement; the remaining provisions of this Agreement shall remain in full force and effect andshall not be affected by the illegal, invalid or unenforceable provision or by its severance forthis Agreement. In lieu of each such illegal, invalid or unenforceable provision, there shall beadded automatically as part of this Agreement a provision as similar in terms to such illegal,invalid or unenforceable provision as may be possible and be legal, valid and enforceable.
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          SECTION 15. *Amendments.*This Agreement may be amended in whole or in part only by an instrument inwriting setting forth the particulars of such amendment and duly executed by an officer ofEmployers and by Employee.          SECTION 16. *Waiver.*No delay or omission by any party hereto to exercise any right or powerhereunder shall impair such right or power to be construed as a waiver thereof. A waiver by any ofthe parties hereto of any of the covenants to be performed by any other party or any breach thereofshall not be construed to be a waiver of any succeeding breach thereof or of any other covenantherein contained. Except as otherwise expressly set forth herein, all remedies provided for in thisAgreement shall be cumulative and in addition to and not in lieu of any other remedies available toany party at law, in equity or otherwise.          SECTION 17. *Counterparts.*This Agreement may be executed in multiple counterparts, each of whichshall constitute an original, and all of which together shall constitute one and the sameAgreement.          SECTION 18. *Governing Law.*This Agreement shall be construed and enforced according to the laws ofthe State of Missouri.          SECTION 19. *Resolution of Disputes; Arbitration.*Any dispute arising out of orrelating to this Agreement or Employee’s employment with Employers or the termination thereof shallbe resolved first by negotiation between the parties. If such negotiations leave the matterunresolved after 60 days, then such dispute or claim shall be resolved by binding confidentialarbitration, to be held in St. Louis, Missouri, in accordance with the Commercial Arbitration Rulesof the American Arbitration Association. The arbitrator in any arbitration provided for herein willbe mutually selected by the parties or in the event the parties cannot mutually agree, thenappointed by the American Arbitration Association. Both parties hereby voluntarily waive any rightto trial by jury. Judgment upon the award rendered by the arbitrator(s) may be entered in any courthaving jurisdiction thereof. The parties shall be responsible for their own costs andexpenses under this Section 19, although the arbitrator shall have the right andjurisdiction to award costs and attorneys’ fees to the prevailing (in the opinion of thearbitrator) party. Nothing in this Section 19 shall limit the Employers’ right to obtain aninjunction, restraining order or other equitable relief pursuant to Section 10.          SECTION 20. *Payment Upon 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 after Employee’s death shall bepayable as designated by Employee prior to his death inwriting to Employers, or, in the absence of such designation, as designated in the depositiveinvestments or beneficiary designation of Employee duly executed by Employee according to law. Inthe event of the death of all such persons so designated by Employee, either prior to the death ofthe Employee or during any time when payments are due as provided herein, or in the event Employeefails to so designate prior to his death, or withdraws all such designations, said paymentsthereafter shall be made to Employee’s estate.          SECTION 21. *Prior Employment Agreements.*This Agreement supersedes any and all other prioremployment, change-in-control, severance or similar agreements between Employee and Employers.
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          SECTION 22. *Jointly and Severally Liable.*Each of the Employers that have signed below is a partyto this Agreement and is jointly and severally liable for the obligations of Employers set forth inthis Agreement.          SECTION 23. *Relocation and Other.*Within 30 days of the Effective Date, Employers will pay Employee$65,000 in recognition of relocation and other forfeitures incurred by Employee. In addition, theEmployers will pay Employee’s actual and reasonable legal expenses incurred in connection withaccepting employment with the Employers.          SECTION 24. *Tax considerations.*     (a) *Golden Parachute Taxes.*Notwithstanding anything herein to thecontrary, in the event of any payments or benefits provided to Employee hereunder, orunder any other benefit, bonus, option, incentive or severance plan are subject to andexcise tax under Section 4999 of the Internal Revenue Code of1986, as amended (the “Code”), the Company shall pay Employee, within ten (10) days of such determination,an amount equal to such tax plus an additional amount so that the net after tax effect,considering Federal and state income taxes, Federal Insurance Contribution Act andMedicare taxes and the excise tax under Section 4999 of the Code, of the payment ofsuch excise tax is as if such additional payment had not been made. A determinationrequired to be made under this Section 24 and the assumptions to be utilized in arriving atsuch determination shall be made by an independent, nationally recognized accountingfirm (the “Auditor”) acceptable to Holdings. The Auditor shall provide detailedsupporting calculations to both Holdings and the Employee within fifteen (15) days of the receiptof a notice from Employee that there has been a payment under this Agreement that is subject to anexcise tax under Section 4999 of the Code. All fees and expenses of the Auditor shall be paid byHoldings. All determinations by the Auditor shall be binding upon the Holdings and Employee.     (b) *Withholding Taxes. All payments under this Agreement shall be net of appropriatewithholding taxes.          SECTION 25. *Indemnification.*Holdings will indemnify Employee to the fullest extent that would bepermitted by law (including a payment of expenses in advance of finaldisposition of a proceeding) as in effect at the time of the subject act or omission, or by thecharter or by-laws of Holdings as in effect in effect at such time, or by the terms of anyindemnification agreement between Holdings and the Employee, whichever affords greatest protectionto Employee, and the Employee shall be entitled to the protection of any insurance policiesHoldings may elect to maintain generally for the benefit of its officers and/or, during theEmployee’s service in such capacity (if applicable), directors, (and to the extent Holdingsmaintains such an insurance policy or policies, in accordance with its or their terms to themaximum extent of the coverage available for any Holdings officer or director); against all costs,charges, and expenses whatsoever incurred or sustained by Employee (including but not limited toany judgment entered by a court of law) at the time such costs, charges, and expenses are incurredor sustained, in connection with any action, suit or proceeding to which Employee may be made aparty by reason of his being or having been an officer or employee of Holdings,or serving as adirector, officer or employee of an affiliate of Holdings, at the request of Holdings,
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other than any action, suit or proceeding brought against Employee by or on account of his breachof the provisions of an employment agreement with a third party that has not been disclosed byEmployee to Holdings. The provisions of this Section 25 shall survive any termination of thisagreement.          SECTION 26. *Stock Options/Change of Control.*If a change of control occurs within 183 days of theeffective date of this Agreement, Employee shall be paid, in a single, lump sum, cash paymentwithin thirty days of the Change of Control, an amount equal to the product of the fair marketvalue of a share of common stock of Holdings multiplied by 120,000 reduced by the total exerciseprice of the Options provided under Section 2(d). In this event, all Options granted Employeepursuant to Section 2(d) shall be cancelled and not exercisable and Employee shall not be entitledto any compensation under the terms of the Thermadyne Holdings Corporation 2004 Stock IncentivePlan (“stock plan”). “Fair market value” means the closing bid price per share of common stock ofHoldings on the over-the-counter market as of the close of business on the effective date of thechange of control or, if there is no trading on such date, as of the close of the last dateimmediately preceding the change of control when such Stock is traded. “Change of control” has themeaning as defined in the stock plan.* * * * * *
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     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amended and RestatedExecutive Employment Agreement as of the date first above written.         EMPLOYEE:           *