**Exhibit 10.18**

 

**SECOND AMENDED AND RESTATEDEXECUTIVE EMPLOYMENT AGREEMENT**

 

THIS SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENTAGREEMENT (this “Agreement”) is made and entered into as of January 1,2004 by and among Thermadyne Holdings Corporation, a Delaware corporation (“Holdings”),and its subsidiaries (together with Holdings, the “Employers”), and **Jason Huett** (“Employee”).

 

**RECITALS**

 

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

 

B. The Parties desire toset forth the terms and conditions of such employment to which each Party willbe 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*.  Employershereby employ Employee (hereinafter referred to as the “Employment”) as **Vice President – Information Systems**and Employee agrees tobe employed by Employers in such capacity, all on the terms and conditions setforth herein.  The Employment shall befor a period (the “Employment Period”) that will (i) commence on March 12,2004 (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.

###  

### (b)                                 *Duties*. Employee shall be subject to the direction and supervision of Holding’s ChiefExecutive Officer or his delegate (the “CEO”) and, as the **Vice President Information Systems**, shall have those dutiesand responsibilities which are assigned to him during the

 

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### Employment Period by the CEO consistent with his position.  The parties expressly acknowledge that theEmployee shall devote all of his business time and attention to the transactionof Employers’ businesses as is reasonably necessary to discharge his supervisorymanagement responsibilities hereunder. Employee agrees to perform faithfully the duties assigned to him to thebest of his ability.

###  

## SECTION 2.                                *Compensation*.

##  

### (a)                                  *Salary*. Employers shall pay to Employee during the Employment Period a salary asbasic compensation for the services to be rendered by Employee hereunder (“BasicCompensation”).  As of the date thisAgreement is signed, the initial Basic Compensation shall be **$131,128**per annum. Such Basic Compensation shall be reviewed no less frequently thanannually by the CEO and may be adjusted by the CEO, subject to the approval ofthe Board of Directors.  Such salaryshall accrue and be payable in accordance with the payroll practices ofEmployers’ subsidiary or subsidiaries in effect from time to time.  All such payments shall be subject todeduction and withholding authorized or required by applicable law.

###  

### (b)                                 *Bonus*. During the Employment Period, Employee shall additionally participate inan annual bonus plan providing for an annual bonus opportunity of not less than**35%** of Employee’s annual salary for thecalendar years thereafter, paid in accordance with the terms set forth inEmployers’ then current Management Incentive Plan.

###  

### (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, tax qualified profit sharing plansand any other retirement plans, savings plans or deferred compensation plans,health, group life (excluding any optional additional coverage), short termdisability, long term disability (not to exceed 60% of Employee’s BasicCompensation otherwise payable to him for the applicable period),hospitalization and such other benefit programs as may be approved from time totime by Employers for their executives. Nothing herein shall affect Employers’ right to amend, modify orterminate any retirement or other benefit plan at any time on a company-widebasis for similarly situated executives.

###  

### (d)                                 *Stock Options. *Holdings will grant Employee stock options (the “Options”)to purchase up to **25,000** sharesthe Common Stock of Holdings****(the “CommonStock”) in accordance with the terms and conditions of Holdings’ stock optionplan. The exercise price for the Options is equal to the closing bid price pershare of the Common Stock on the over-the-counter market as of the close ofbusiness immediately preceding the date the grant was approved by the Board ofDirectors.  Subject in each case toEmployee’s execution and delivery of this Agreement and continued Employmentuntil the applicable vesting date, one-half of the Options will become vestedand, subject to compliance with applicable securities laws, exercisable inthree equal annual installments on August 1, 2004; August 1, 2005,and August 1, 2006, and the remaining one-half of the Options (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

 

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### not vest in any year due to the failure to meet the Return on InvestedCapital Targets for such year, such Options shall vest on any subsequentInstallment Date if Holdings has cumulatively achieved on such date the Returnon 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 into account any portion of such Targets achieved in such prioryears).

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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 (i) 90 consecutive days or (ii) 120 non-consecutivedays within any 365 day period.

###  

### (b)                                 *Cause*. The CEO, subject to the approval of the Board of Directors, mayterminate the 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 gain to orpersonal enrichment of Employee at any of the Employers’ expense; (iii) thewillful engaging by Employee in misconduct which is injurious to any of theEmployers; (iv) Employee’s failure to comply with the material terms of thisAgreement; (v) misappropriation by Employee of Employers’ funds; (vi) habitualabuse of alcohol, narcotics or other controlled substances by Employee; (vii)gross negligence in the performance of Employee’s duties and responsibilitieshereunder; (viii) failure by Employee to comply fully with any lawful directivesof the CEO or the Employers; (ix) failure by Employee to comply fully with anylawful directives of the Board of Directors of Holdings (the “Board”) adoptedby formal written resolutions of the Board; or (x) failure to perform or adhere to the Code of Ethicsadopted by the Board, as the same may be amended by the Board from time totime, a copy of which has been delivered to Employee as adopted by the Board asof the date hereof.

###  

### (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,effective immediately, upon a Constructive Termination Without Cause, as definedbelow, by providing Employer written notice within thirty days of Employeebecoming aware of such Constructive Termination Without Cause.  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:

###  

#### (i)                                     any failure by the Employers to complywith any of the provisions of this Agreement, other than an isolated, insubstantialand inadvertent failure not occurring in bad faith and which is remedied by theEmployers within 30 days after receipt of written notice thereof given by theEmployee;

 

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#### (ii)                                  without the Employee’s consent, anyreduction in salary, bonus percentage, or 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 the Employersto assume expressly and agree to perform this Agreement in the same manner andto the same extent the Employers would be required to perform it if no suchsuccession had taken place, provided, in either case, that the successorcontemplated by Section 6 hereof has received, at least 10 daysprior to the giving of notice of constructive termination by the Employee,written notice from the Employers or the Employee of the requirements of theprovisions of Section 6 or of such failure;  or

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(v)                                 the Employers require the Employee torelocate more than one time from his principal work site to a principal worksite that is more than seventy-five (75) miles from Employee’s principal worksite as of the date of this Agreement.

 

## SECTION 4.                                *Compensation Following Termination*.

##  

### (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).

###  

### (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,

 

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### Employers shall have no obligation for Basic Compensation or othercompensation payments to Employee during the continuance of such totaldisability.

###  

### (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.

###  

### (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 Basic Compensation,such amount to continue to be paid in accordance with the payroll practices ofEmployers for a period equal to 12 months, (ii) to receive his bonus pursuantto Section 2(b) for the year in which Employee is terminated, (iii)during such 12-month period, to continue to receive the benefits to which he wouldotherwise be entitled during the Employment Period pursuant to Section 2(c)above; provided that Employee shall continue to make the samecontributions toward such coverage as Employee was making on the date oftermination, with such adjustments to contributions as are made generally forall Employers’ employees, and (iv) during such 12-month period, to a monthlyautomobile allowance as contemplated by Section 5 below; provided,however, that Employee shall no longer be entitled to participate in anyof Employers’ 401K plans, excess savings plans, tax qualified profit sharingplans or any other retirement plans. Employee shall have the option to receive the present value of thecompensation, bonus and benefits (at a 12% discount) described in theimmediately preceding sentence in a lump sum payment, with such option to beexercised by Employee in writing within ten (10) days of termination andEmployer shall make such lump sum payment within thirty (30) days of receivingthe written notice from Employee.  In theevent of Employee’s death during such 12-month period, such continuation ofcompensation, benefits and monthly automobile allowance shall cease uponEmployee’s death.  In the event Employeeobtains employment elsewhere during such 12-month period such compensation,benefits and monthly automobile allowance shall continue for the perioddescribed above notwithstanding such reemployment of Employee; provided,however, that Employers’ obligations for compensation bonus, benefitsand monthly automobile allowance shall be reduced by the amount Employeereceives from his new employer for compensation bonus, benefits and automobileallowance.  The sums received by Employeeunder this Section 4(d) shall be considered liquidated damages inrespect of claims based on any provisions of this Agreement or any claimsarising out of Employee’s employment with Employers, and the commencement ofthe payment of such sums by Employers shall not begin until Employee executesand delivers a general release of all claims in form and substance satisfactoryto 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, and an internetservice provider account.  Employersshall provide Employee with a monthly car allowance of $500**,**lessapplicable withholdings.  Unlessotherwise expressly provided in this Agreement, Employers’

 

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## obligations under this Section 5 shall terminate upon the terminationof the Employment Period, except for any obligation to reimburse expenses thatare incurred 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) pursuantto 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 substantially all of the assets of theEmployers and such assignee or transferee assumes the liabilities, obligationsand duties of the Employers, as contained in this Agreement, eithercontractually or as a matter of law.  EachEmployer may, without the prior written consent of Employee, assign its rightsand obligations under this Agreement, in whole or in part, including, withoutlimitation, the rights and obligations set forth in Section 7 through Section 9,to any one or more of its affiliates or any entity that acquires a substantialpart of its assets or a successor by merger, consolidation or other corporaterestructuring.  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.

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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 Board.

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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 anyinformation with respect to the foregoing matters which is (i) directlyavailable to the public from a source other than Employee, (ii) released inwriting by Employers to the public or to persons who are not under a similarobligation of confidentiality to Employers and who are not parties to thisAgreement, (iii) obtained by Employee from a third party not under a similarobligation of confidentiality to Employers, (iv) required to be disclosed byany court process or any government or agency or department of any government,or (v) the subject of a written waiver executed by any of the Employers for thebenefit of Employee.  In the eventEmployee believes that he is free to disclose or utilize ConfidentialInformation under Section 7(b), he shall give written notice of thesame to Employers at least 30 days prior to the release or use of suchConfidential Information and shall specify the claimed exemption and thecircumstances 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 ConstructiveTermination Without Cause, Employee hereby agrees that for a period of 12months following such termination, he shall not, either in his own behalf or asa partner, 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 WithoutCause, Employee hereby agrees that during the period that the Employersare required to make payment to Employee (regardless of whether Employeeaccepts such payment, elects to receive a lump sum of such payment, refuses toexecute and deliver a general release as required hereunder or if suchobligation is reduced in any way due to Employee’s employment elsewhere) pursuant to Section 4(b), Section 4(c)or Section 4(d) above, as applicable, neither he nor any affiliateshall, 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 securityregistered under Section 12(b) or Section 12(g) of the SecuritiesExchange Act of 1934, as amended) engage in, invest in or render services toany person or entity engaged in the businesses in which Employers or anysubsidiary 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.

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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

 

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## any subsidiary of Employers to terminate his employment or agency, asthe case may be, with any Employers or such subsidiary; provided that suchlimitations shall not apply if the contact with the employee, agent orconsultant is initiated by a third party, not engaged or hired by Employee orany affiliate of Employee, on a “blind basis” such as through 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 Employersshall be entitled to an injunction, restraining order or such other equitablerelief (without the requirement to post bond) as a court of competentjurisdiction may deem necessary or appropriate to restrain Employee fromcommitting any violation 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:

 
| Employers: | Thermadyne Holdings Corporation      |
|------------|--------------------------------------|
|       | Attn: Chief Executive Officer        |
|       | 16052 Swingley Ridge Road, Suite 300 |
|       | St. Louis, MO 63017                  |
|       | Fax: 636.728.3010                    |

 

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|      | and                                      |
|-----------|------------------------------------------|
|      |                                     |
|      | Thermadyne Holdings Corporation          |
|      | Attn: Vice President and General Counsel |
|      | 16052 Swingley Ridge Road, Suite 300     |
|      | St. Louis, MO 63017                      |
|      | Fax: 636.728.3011                        |
|      |                                     |
| Employee: | 16052  Swingley Ridge Road, Suite 300    |
|      | St.  Louis, MO 63017                     |

 

## 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 severable, andthis Agreement shall be construed and enforced as if such illegal, invalid orunenforceable provision had never comprised a part of this Agreement; theremaining provisions of this Agreement shall remain in full force and effectand shall not be affected by the illegal, invalid or unenforceable provision orby its severance for this Agreement.  Inlieu of each such illegal, invalid or unenforceable provision, there shall beadded automatically as part of this Agreement a provision as similar in termsto such illegal, invalid or unenforceable provision as may be possible and belegal, 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*.  Except asotherwise provided herein, no delay or omission by any party hereto to exerciseany right or power hereunder shall impair such right or power or be construedas a waiver thereof.  A waiver by any ofthe parties hereto of any of the covenants to be performed by any other partyor any breach thereof shall not be construed to be a waiver of any succeedingbreach thereof or of any other covenant herein contained.  Except as otherwise expressly set forthherein, all remedies provided for in this Agreement shall be cumulative and inaddition to and not in lieu of any other remedies available to any party atlaw, in equity or otherwise.

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## SECTION 17.                          *Counterparts; Reproduction*. This Agreement may be executed in multiple counterparts, each of whichshall constitute an original, and all of which together shall constitute oneand the same Agreement, and any copy, facsimile or other reliablereproduction of this Agreement may be substituted or used in lieu of theoriginal writing for any and all purposes for which the original writing couldbe used, provided that such copy, facsimile or other reproduction be a completereproduction of the entire original writing.

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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, including, without limitation, the Prior Employment Agreement andthe Letter Agreement.  Employeeirrevocably waives all rights, if any, to claim that Employee’s employmentunder the Prior Employment Agreement was terminated, constructively orotherwise, prior to the date hereof.

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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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## SECTION 23.                          *Employee Acknowledgements*. Employee acknowledges and agrees that (a) he has read this Agreement;(b) he is fully competent to execute this Agreement which he understands to becontractual; (c) he executes this Agreement of his own free will, after havinga reasonable period of time to review, study, and deliberate regarding itsmeaning and effect and to consult with counsel regarding same; and (d) withoutreliance on any representation of any kind or character not expressly set forthherein.

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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\  Jason Huett                    |   |
|   | **Jason Huett**                     |
|   |                                |
|   |                                |
|   | EMPLOYERS:                          |
|   |                                |
|   |                                |
|   | **Thermadyne Holdings Corporation** |
|   |                                |
|   |                                |
|   | By:                                 | \s\  James H. Tate |   |
|   |                                | James  H. Tate |
|   | Title:                              | Sr.  Vice President and CFO |
|        |                                     |  |  |

 

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