**Exhibit 10.20****EMPLOYMENT AGREEMENT**     THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of 9/11/2006, byand among Thermadyne Industries, Inc., a Delaware corporation (“Employer”) and Mark Jolly(“Employee”).**RECITALS**     A. The Parties desire Employee to be employed by Employer in the capacity of **VicePresident and Global Controller; and,**     B. The Parties desire to set forth the terms and conditions of such employment to which eachParty will be bound;     NOW, THEREFORE, for and in consideration of the foregoing recitals, and in consideration ofthe mutual covenants, agreements, understandings, undertakings, representations, warranties andpromises hereinafter set forth, and intending to be legally bound thereby, Employer and Employeedo hereby covenant and agree as follows:**AGREEMENT**     SECTION 1. *Basic Employment Provisions.*     (a) *Employment.*Until this Agreement is terminated by either party, as provided for herein,Employer employs Employee (hereinafter referred to as the “Employment”) as **Vice Presidentand Global Controller**and Employee agrees to be employed by Employer in such capacity, all on theterms and conditions set forth herein.     (b) *Duties.*Employee shall have those duties and responsibilities which are assigned to himconsistent with his position. The parties expressly acknowledge that the Employee shall devote allof his business time and attention to the transaction of Employer’s businesses. Employee agrees toperform faithfully the duties assigned to him to the best of his ability.     SECTION 2. *Compensation.*     (a) *Salary.*During this Agreement, Employer shall pay to Employee **$180,000**per annum. Suchsalary shall be reviewed no less frequently than annually. Such salary shall accrue and be payablein accordance with the payroll practices of Employer in effect from time to time. All suchpayments shall be subject to deduction and withholding authorized or required by applicable law.     (b) *Bonus.*During this Agreement, Employee shall additionally participate in an annual bonusplan providing for an annual bonus opportunity of 60% of Employee’s annual salary, in accordancewith the terms set forth in Employer’s then current Management Incentive Plan.
 

 
     (c) *Benefits.*During the Employment Period, Employee shall be entitled toparticipate in such employee benefit plans, programs and arrangements made available to, and on thesame terms as, other similarly situated employees of Employer. Nothing herein shall affectEmployer’s right to amend, modify or terminate any retirement or other benefit plan at any time ona company-wide basis for similarly situated executives.     (d) *Stock Options.*Employer shall cause its parent company to grant Employee stock options(the “Options”) to purchase up to 3,500 shares of the Common Stock of the parent company inaccordance with the terms and conditions of the parent company’s stock option plan. The exerciseprice for the Options shall be equal to the closing bid price per share of the Common Stock onSeptember 30, 2006. The vesting and exercise of this grant shall be governed by the parentcompany’s stock incentive program.     SECTION 3. *Termination.*     (a) *Death or Disability.*Employment of Employee under this Agreement shall terminateautomatically upon the death or disability (as defined in the Employer’s Long Term Disabilitypolicy) of Employee.     (b) *Cause.*The Employer may terminate this Agreement at any time for Cause. “Cause” isdefined as (i) the conviction of a crime by Employee constituting a felony or other crimeinvolving moral turpitude, (ii) an act of dishonesty or disloyalty by Employee; (iii) misconductwhich is injurious or presents substantial risk of injury to the Employer; (iv) habitual abuse ofalcohol, narcotics or other controlled substances by Employee; or (v) frequent or severe neglectof duties.     (c) *Without Good Reason.*Employee may terminate this Agreement, at any time, without GoodReason. Such termination shall be classified as “Voluntary”.     (d) *For Good Reason.*Employee may terminate this Agreement at any time for Good Reason. “ForGood Reason” is defined as (i) due to material breach of this Agreement or applicable law regardingthe employment relationship by Employer, (ii) any substantial reduction in Employee’s duties,compensation, or benefits (not including changes in benefits generally applicable to all ofEmployer’s eligible employees) without Employee’s consent. Termination by Employee for Good Reasonshall not be classified as Voluntary.     SECTION 4. *Compensation Following Termination.*     (a) *Death.*If this Agreement is terminated by reason of death or disability, no furthercompensation shall be payable to Employee, Employee’s estate, heirs or beneficiaries, asapplicable, except for salary due for services performed prior to death or disability and anyawarded but unpaid bonus, and except as provided in any benefit plan that the Employee wasparticipating in at the date of death or disability.     (b) *Termination for Cause or Voluntary Termination.*If this Agreement is terminated for Causeby Employer or Voluntarily by the Employee, then no further compensation or benefits shall be paidto Employee after the date of termination except for salary due for services
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performed prior to termination, and except as provided in any benefit plan that theEmployee was participating in at the date of termination.     (c) *Termination Without Cause or for Good Reason.*If this Agreement is terminated withoutCause by Employer or for Good Reason by Employee, then Employee shall be entitled to continue toreceive from Employer his then current basic compensation hereunder, such amount to continue to bepaid in accordance with the payroll practices of Employer for a period equal to 9 months.Additionally, Employee shall receive any salary due for services performed prior to terminationand any awarded but unpaid bonus, and any benefits as provided in any benefit plan that theEmployee was participating in at the date of termination.     (d) *COBRA and ERISA.*No termination shall affect Employee’s rights under COBRA, ERISA,and similar laws.     SECTION 5. *Confidential Information.*     (a) *Non-Disclosure.*During this Agreement or at any time thereafter, irrespective of the time,manner, or cause of the termination of this Agreement, Employee will not directly or indirectlyreveal, divulge, disclose or communicate to any person or entity, other than authorized officers,directors and employees of the Employer, in any manner whatsoever, any Confidential Information (ashereinafter defined) of Employer without the prior written consent of the Employer.     (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 Employer or any subsidiary of Employer, or their respective businesses, products andpractices in which Employer or any subsidiary of Employer is or may be engaged, which informationis not generally known. However, Confidential Information shall not include under anycircumstances any information with respect to the foregoing matters which is (i) directlyavailable to the public from a source other than Employee, (ii) released in writing by Employer tothe public or to persons who are not under a similar obligation of confidentiality to Employer andwho are not parties to this Agreement, (iii) obtained by Employee from a third party not under asimilar obligation of confidentiality to Employer, (iv) required to be disclosed by any courtprocess or any government or agency or department of any government, or (v) the subject of awritten waiver executed by or for the benefit of Employer. In the event Employee believes that heis free to disclose or utilize Confidential Information under Section 7(b), he shall givewritten notice of the same to Employer at least 30 days prior to the release or use of suchConfidential Information and shall specify the claimed exemption and the circumstances giving risethereto.     (c) *Return of Property.*Upon termination of this Agreement, Employee will surrender toEmployer all Confidential Information, including, without limitation, all lists, charts, schedules,reports, financial statements, books and records of the Employer or any subsidiary of the Employer,and all copies thereof, and all other property belonging to the Employer or any subsidiary of theEmployer, including, without limitation, company credit cards, cell phones, personal dataassistants or other electronic devices.
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     SECTION 6. *Agreement Not to Compete.*     (a) *Termination for Cause or Voluntarily.*If this Agreement is terminated for Cause byEmployer, or Voluntarily by Employee, 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 Employeror any subsidiary of Employer are then engaged and situated within any country in which Employeror any subsidiary of Employer is engaged in business.     (b) *Termination Without Cause or for Good Reason.*If this Agreement is terminated withoutCause by Employer or For Good Reason by Employee, Employee hereby agrees that during any periodthat Employee accepts payments from Employer, neither he nor any affiliate shall, either in hisown behalf or as a partner, officer, director, employee, agent or shareholder (other than as theholder of less than 5% of the outstanding capital stock of any, corporation with a class of equitysecurity registered under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934,as amended) engage in, invest in or render services to any person or entity engaged in thebusinesses in which Employer or any subsidiary of Employer is then engaged and situated within anycountry in which Employer or any subsidiary of Employer is engaged in business.     SECTION 7. *Agreement Not to Solicit Employees.*Employee agrees that, for one year followingthe termination of this Agreement, for any reason, neither he nor any affiliate shall solicit orinduce, or in any manner attempt to solicit or induce, any person employed by, or any agent of,any Employer or any subsidiary of Employer to terminate his employment or agency, as the case maybe, with any Employer or such subsidiary.     SECTION 8. *Injunctive Relief and other Remedies.*     (a) Employee acknowledges and agrees that the covenants, obligations and agreements ofEmployee contained in Section 5, Section 6, Section 7 and this Section8 relate to special, unique and extraordinary matters and that a violation of any of the termsof such covenants, obligations or agreements will cause Employer irreparable injury for whichadequate remedies are not available at law. Therefore, Employee agrees that Employer shall beentitled to an injunction, restraining order or such other equitable relief (without therequirement to post bond) as a court of competent jurisdiction may deem necessary or appropriateto restrain Employee from committing any violation of such covenants, obligations or agreements.     (b) In the event of Employee’s violation of the provisions of Section 5, Section6 or Section 7, the right of Employee to receive any further payment pursuant to thisAgreement shall immediately terminate and the payments made to Employee for periods subsequent tothe termination of Employee’s employment pursuant to this Agreement shall be returned to Employerby Employee within thirty (30) days after receipt of written notice from Employer of suchviolation. The injunctive remedies and other remedies described in this Section 8 arecumulative and in addition to any other rights and remedies Employer may have.
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     SECTION 9. *Captions.*The captions, headings and arrangements used in thisAgreement are for convenience only and do not in any way affect, limit or amplify the provisionshereof.     SECTION 10. *Invalid Provisions.*If any provision of this Agreement is held to be illegal,invalid or unenforceable under present or future laws, such provisions shall be fully severable,and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceableprovision had never comprised a part of this Agreement; the remaining provisions of this Agreementshall remain in full 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 or unenforceable provision, there shall be added automatically as part of this Agreement aprovision as similar in terms to such illegal, invalid or unenforceable provision as may bepossible while being legal, valid and enforceable.     SECTION 11. *Amendments.*This Agreement may be amended in whole or in part only by aninstrument in writing setting forth the particulars of such amendment and duly executed byEmployer and Employee.     SECTION 12. *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 anyof the parties hereto of any of the covenants to be performed by any other party or any breachthereof shall not be construed to be a waiver of any succeeding breach thereof or of any othercovenant herein contained. Except as otherwise expressly set forth herein, all remedies providedfor in this Agreement shall be cumulative and in addition to and not in lieu of any otherremedies available to any party at law, in equity or otherwise.     SECTION 13. *Counterparts.*This Agreement may be executed in multiple counterparts, each ofwhich shall constitute an original, and all of which together shall constitute one and the sameAgreement.     SECTION 14. *Governing Law.*This Agreement shall be construed and enforced according to thelaws of the State of Missouri.     SECTION 15. *Resolution of Disputes; Arbitration.*Any dispute arising out of or relating tothis Agreement or Employee’s employment with Employer or the termination thereof shall beresolved 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 by a single arbitrator, to be held in St. Louis, Missouri, in accordance with theapplicable rules of the American Arbitration Association. The arbitrator in any arbitrationprovided for herein will be mutually selected by the parties or in the event the parties cannotmutually agree, then appointed by the American Arbitration Association. Judgment upon the awardrendered by the arbitrator may be entered in any court having jurisdiction thereof. The partiesshall be responsible for their own costs and expenses, but Employer shall pay the arbitrationfees unless otherwise decided by the arbitrator.     Section 16. *Written Notice.*All written notices to a party shall be deemed delivered whentransmitted by hand-delivery or two days after mailing to the other at the following addresses:
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     To the Employer: Attn: Chief Financial Officer (and copy to General Counsel);Thermadyne Industries, Inc., 16052 Swingley Ridge Road, Suite 300, Chesterfield, Missouri 63017.     To the Employee: Mark Jolly, 1315 Westchester Manor Ln, St. Louis MO 63005* * * * * *
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     IN WITNESS WHEREOF, the parties hereto have executed and delivered thisEmployment Agreement as of the date first above written.     THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.       EMPLOYEE:       /s/ Mark Jolly     Name: Mark Jolly       EMPLOYER:       **Thermadyne Industries, Inc.**       By: /s/ Patricia S. Williams         Patricia S. Williams  Title: Vice President & General Counsel
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