**Exhibit 10.18****EXECUTIVE EMPLOYMENT AGREEMENT**     THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of **April 1,2005**by and among Thermadyne Holdings Corporation, a Delaware corporation (“Holdings”), thesubsidiaries of Holdings (together with Holdings, the “Employers”), and **Martin Quinn**(“Employee”).**RECITALS**     A. The Parties desire Employee to be employed by Employers in the capacity of **Executive VicePresident — Global Sales**; 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 of themutual covenants, agreements, understandings, undertakings, representations, warranties andpromises hereinafter set forth, and intending to be legally bound thereby, Employers and Employeedo hereby covenant and agree as follows:     SECTION 1. *Basic Employment Provisions*     (a) *Employment and Term. Employers hereby employ Employee (hereinafter referred to as the“Employment”) as **Executive Vice President — Global Sales**and Employee agrees to beemployed by Employers in such capacity, all on the terms and conditions set forth herein. TheEmployment 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 years thereafter(unless earlier terminated as provided herein) and (ii) renew on the second anniversary of theEffective date and each anniversary of the thereafter for a one-year period, on the same termsand conditions contained herein (unless earlier terminated as provided herein or Employee istimely provided a notice 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 provideEmployee with written notice not less than 60 days in advance of the applicable anniversary ofthe Effective Date in order to avoid renewal of the Employment Period on such anniversary asdescribed above. Notice shall be deemed given on the date it is received by the Employee. IfEmployers elect not to renew the Employment Period in accordance with this Section 1(a),Employee shall be entitled to continue to receive from Employers his then current basiccompensation hereunder, such amount to continue to be paid in accordance with the payrollpractices of Employers for a period equal to six (6) months from the expiration of the EmploymentPeriod. Employee shall have the option to receive the present value of the amount (at a 12%discount) described in the immediately preceding sentence in a lump sum payment, with such optionto be exercised by Employee in writing within ten (10) days of termination and Employer shallmake such lump sum payment within thirty (30) days of receiving the written notice from Employee.
 

 
     (b) *Duties*. Employee shall be subject to the direction and supervision of the CEO or theCEO’s delegate (the “CEO”) and, as the **Executive Vice President — Global Sales**shallhave those duties and responsibilities which are assigned to him during the Employment Period bythe CEO consistent with his position. The parties expressly acknowledge that the Employee shalldevote all of his business time and attention to the transaction of Employers’ businesses as isreasonably necessary to discharge his supervisory management responsibilities hereunder.Employee agrees to perform 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 **$270,000**per annum. Such salary shall be reviewed no less frequently thanannually by the CEO and may be increased upon the approval of the CEO, subject to the approval ofthe Board of Directors of Holdings. Such salary shall accrue and be payable in accordance withthe payroll practices of Employers’ subsidiary or subsidiaries in effect from time to time. Allsuch payments shall be subject to deduction and withholding authorized or required by applicablelaw.     (b) *Bonus*. During the Employment Period, Employee shall additionally participate in anannual bonus plan providing for an annual bonus opportunity of not less than **75%**of Employee’sannual salary for the calendar years thereafter, in accordance with the terms set forth inEmployers’ then current Management Incentive Plan.     (c) *Benefits*. During the Employment Period, Employee shall be entitled to participate insuch employee benefit plans, programs and arrangements made available to, and on the same termsas, other similarly situated executives of Employers, including, without limitation, 401(k)plans, excess savings plans, tax qualified profit sharing plans and any other retirement plans(including the Superannuation fund of Cigweld Pty Ltd., hereinafter called the SAF), health,group life (with optional additional coverage), short term disability, long term disability (notto exceed 60% of Employee’s annual salary otherwise payable to Employee for the applicableperiod), hospitalization and such other benefit programs as may be approved from time to time byEmployers for their executives. Employee shall be entitled to **four**weeks paid vacation per year.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.Notwithstanding the foregoing, the Employee shall not be entitled to a Company match under the401(k) plan if Employer contributes to the SAF. Furthermore, to the extent Employee pays tax inthe US on Employee’s SAF contribution, the Employer shall neutralize this effect by grossing upthe base pay of Employee by an amount equal to the negative tax effect. Employer will pay forEmployee’s tax preparation during his U.S. employment with Employer.     (d) S*tock Options.*Holdings shall grant Employee stock options (the “Options”) to purchaseup to **50,000**shares the Common Stock of Holdings in accordance with the terms and conditions ofHoldings’ stock option plan. The exercise price for the Options shall be equal to the closing bidprice per share of the Common Stock on the over-the-counter market
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as of the close of business immediately preceding the date of Employee’s execution of thisAgreement. Subject in each case to Employee’s continued Employment until the applicable vestingdate, one-half of the Options will become vested and, subject to compliance with applicablesecurities laws, exercisable in three equal annual installments on each of the next threeanniversaries of the Effective date, and the remaining one-half of the Option (the “PerformanceOptions”) will become vested, and subject to compliance with applicable securities laws,exercisable in three equal annual installments on each of the first three anniversaries of thedate of grant (each an “Installment Date”) if Holdings achieves its Return on Invested CapitalTargets in accordance with its annual budget for the immediately preceding fiscal year. If anyPerformance Options do 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 subsequent Installment Date ifHoldings has cumulatively achieved on such date the Return on Invested Capital Targets for thecurrent year, plus the Return on Invested Capital Targets for the prior years for which suchTargets were not achieved (after taking into account any portion of such Targets achieved in suchprior years); provided, however, that if the Performance Options do not vest by the finalInstallment Date, then such Options shall vest on the seventh anniversary of the grant, providedEmployee is still employed with the Employers on such date. In addition to grant listed above,Employee will be eligible for future grants on the same basis as similarly situated Employees ofthe 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,“total disability” shall be deemed to have occurred if Employee shall have been unable toperform the duties of his Employment due to mental or physical incapacity for a period of sixconsecutive months.     (b) *Cause*. The CEO, subject to approval from the Board of Directors, may terminate theEmployment 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 or disloyalty byEmployee that resulted in or was intended to result in harm to any of the Employers; (iii) thewillful engaging by Employee in misconduct which is injurious to any of the Employers; (iv)Employee’s failure to comply with the material terms of this Agreement; (v) failure by Employeeto comply fully with any lawful directives of the Board or Employers; (vi) misappropriation byEmployee of Employers’ funds; (vii) habitual abuse of alcohol, narcotics or other controlledsubstances by Employee; or (viii) gross negligence in the performance of Employee’s duties andresponsibilities 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 the Employment under thisAgreement, effective immediately, upon a Constructive Termination Without Cause, as definedbelow, by provided Employer written notice within thirty days of Employee becoming aware of suchConstructive Termination Without Cause. Failure to provide notice
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within thirty days shall constitute a waiver of Employee’s rights under this Section. Forpurposes of this Agreement, “Constructive Termination Without Cause” shall mean atermination of the Employee’s employment at his initiative following the occurrence, without theEmployee’s prior written consent, of one or more of the following events:     (i) any failure by the Employers to comply with any of the provisions of thisAgreement, other than an isolated, insubstantial and inadvertent failure not occurring inbad faith and which is remedied by the Employers within 30 days after receipt of writtennotice thereof given by the Employee;     (ii) without the Employee’s consent, any reduction in salary, bonus percentage, ormaterial reduction in duties;     (iii) any purported “for cause” termination by the Employers of the Employee’semployment otherwise than as expressly permitted by Section 3(b) of this Agreement;     (iv) any failure by the Employers to comply with and satisfy the provisions ofSection 6 hereof, or failure by any successor (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to all or substantially all of the businessand/or assets of the Employers to assume expressly and agree to perform this Agreement inthe same manner and to the same extent the Employers would be required to perform it if nosuch succession had taken place, provided, in either case, that the successor contemplatedby Section 6 hereof has received, at least 10 days prior to the giving of notice ofconstructive termination by the Employee, written notice from the Employers or the Employeeof the requirements of the provisions of Section 6 or of such failure.     SECTION 4. *Compensation Following Termination*.     (a) *Death.*If the Employment Period is terminated pursuant to the provisions of Section3(a) above due to the death of Employee, this Agreement shall terminate, and no furthercompensation shall be payable to Employee’s estate, heirs or beneficiaries, as applicable, exceptthat Employee’s estate, heirs or beneficiaries, as applicable, shall be entitled to receive (i)Employee’s then current basic compensation through the end of the month in which Employee’s deathoccurred, (ii) a pro rata portion (based on a fraction the numerator of which is the number ofdays Employee worked in the year of Employee’s death and the denominator of which is 365) of thebonus as set forth in Section 2(b) which Employee would have been entitled to receive forthe year in which termination occurs if the performance objectives established in Employers’Management Incentive Plan are achieved, and (iii) any un-reimbursed expenses pursuant toSection 5 below, and, thereafter, Employers shall have no further obligations orliabilities hereunder to Employee’s estate or legal representative or otherwise, other than thepayment of benefits or amounts, if any, pursuant to Section 2(c) and 4(e).     (b) *Disability*. If the Employment Period is terminated pursuant to the provisions ofSection 3(a) above due to Employee’s total disability as determined thereunder, this
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Agreement shall terminate, and (i) Employers will continue the payment of Employee’s basiccompensation at the then current rate until the earlier of (A) the benefits under any long-termdisability insurance provided by Employers commences or (B) 180 days from the date of such totaldisability, (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 totally disabled and thedenominator of which 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 if the performanceobjectives established in Employers’ Management Incentive Plan are achieved, (iii) Employersshall pay any un-reimbursed expenses pursuant to Section 5 below, and (iv) Employersshall pay any amount due under Section 4(e). Thereafter, Employers shall have noobligation for basic compensation or other compensation payments to Employee during thecontinuance of such total disability.     (c) *Termination for Cause or Voluntary Termination*. If the Employment Period is terminatedfor Cause 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 to Employee after thedate of termination, except as provided in Section 4(e). Employee shall be entitled toreceive benefits to which he is or may become entitled pursuant to any benefit plan which by itsterms survive termination.     (d) *Termination Without Cause; Constructive Termination*. If the Employment Period isterminated pursuant to Section 3(c) or 3(d) above, Employee shall be entitled (i) tocontinue 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 to12 months, (ii) to receive his bonus pursuant to Section 2(b) for the year in whichEmployee is terminated, (iii) during such 12-month period, to continue to receive the medical anddental 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 samecontributions toward such coverage as Employee was making on the date of termination, with suchadjustments to contributions as are made generally for all Employers’ employees, (iv) to anyamounts that might become due under Section 4(e), and (v) during such 12-month period, toa monthly automobile allowance as contemplated by Section 5 below; provided,however, that Employee shall no longer be entitled to participate in any of Employers’401K plans, excess savings plans, tax qualified profit sharing plans or any other retirementplans. Employee shall have the option to receive the present value of the benefits (at a 12%discount) described in the immediately preceding sentence in a lump sum payment, with such optionto be exercised by Employee in writing within ten (10) days of termination and Employer shallmake such lump sum payment within thirty (30) days of receiving the written notice from Employee.In the event of Employee’s death during such 12-month period, such continuation of compensation,benefits and monthly automobile allowance shall cease upon Employee’s death. In the eventEmployee obtains employment elsewhere during such 12-month period such compensation, benefits andmonthly automobile allowance shall continue for the period described above notwithstanding suchreemployment of Employee; provided, however, that Employers’ obligations forcompensation, benefits and monthly automobile allowance shall be reduced by the amount Employeereceives from his new employer for compensation, benefits and automobile allowance. The sumsreceived by Employee under this Section 4(d) shall be considered liquidated damages inrespect of claims based on any provisions of this
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Agreement or Employee’s employment with Employers and the commencement of the payment ofsuch sums by Employers shall not begin until Employee executes and delivers a general release ofall claims in form and substance satisfactory to Employers.     (e) *Termination For Any Reason*. In addition to any other compensation provided in thissection, upon termination of the Employment Period for any reason, Employers shall pay the actualand reasonable costs to transport Employee, his immediate family, and their possessions from St.Louis to Australia (provided Employee and Employee’s family return to Australia within six monthsof the termination). In addition, Employers shall be obligated to pay the actual and reasonablecost incurred from selling of one residential home if Employee has purchased a home in St. Louisfor his residence (provided Employee sells said residential home within one year of termination).     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.Employers shall provide Employee with a gross monthly car allowance of $500. Unless otherwiseexpressly provided in this Agreement, Employers’ obligations under this Section 5 shall terminateupon the termination of the Employment Period, except for any expenses eligible for reimbursementhereunder that are incurred prior to such termination.     SECTION 6. *Assignability Binding Nature*. This Agreement shall be binding and inure to thebenefit of the parties, and their respective successors, heirs (in the case of Employee) andassigns. No obligations of the Employers under this Agreement may be assigned or transferred bythe Employers except that such obligations shall be assigned or transferred (as described below)pursuant to a merger or consolidation of Holdings in which Holdings is not the continuing entity,or the sale or liquidation of all or substantially all of the assets of the Employers, providedthat the assignee or transferee is the surviving entity or successor to all or substantially all ofthe assets of the Employers and such assignee or transferee assumes the liabilities, obligationsand duties of the Employers, as contained in this Agreement, either contractually or as a matter oflaw. As used in this Agreement, the “Employers” and “Holdings” shall mean the Employers andHoldings as hereinbefore defined, respectively, and any successor to their business and/or assetsas aforesaid which assumes and agrees to perform this Agreement by operation 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 orindirectly reveal, divulge, disclose or communicate to any person or entity, other thanauthorized officers, directors and employees of the Employers, in any manner whatsoever, anyConfidential Information (as hereinafter defined) of Employers or any subsidiary of Employerswithout 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
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Employment about Employers or any subsidiary of Employers, or their respective businesses,products and practices which information is not generally known in the business in whichEmployers or any subsidiary of Employers is or may be engaged. However, Confidential Informationshall not include under any circumstances any information with respect to the foregoing matterswhich is (i) directly available 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 similar obligation ofconfidentiality to Employers and who are not parties to this Agreement, (iii) obtained byEmployee from a third party not under a similar obligation of confidentiality to Employers, (iv)required to be disclosed by any court process or any government or agency or department of anygovernment, or (v) the subject of a written waiver executed by either Employers for the benefitof Employee. 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 toEmployers all Confidential Information, including, without limitation, all lists, charts,schedules, reports, financial statements, books and records of the Employers or any subsidiary ofthe Employers, and all copies thereof, and all other property belonging to the Employers or anysubsidiary of the Employers, including, without limitation, company credit cards, cell phones,personal data assistants or other electronic devices, provided Employee shall be accordedreasonable access to such Confidential Information subsequent to the Employment Period for anyproper purpose as determined in the reasonable judgment of any of the Employers.     SECTION 8. *Agreement Not to Compete*.     (a) *Termination for Cause*. If Employee’s employment is terminated for Cause or voluntarilyterminates his Employment with Employers other than as a Constructive Termination, Employeehereby agrees that for a period of 12 months following such termination, he shall not, either inhis own behalf or as a partner, officer, director, employee, agent or shareholder (other than asthe holder of less than 5% of the outstanding capital stock of any corporation with a class ofequity security registered under Section 12(b) or Section 12(g) of the Securities Exchange Act of1934, as amended) engage in, invest in or render services to any person or entity engaged in thebusinesses in which Employers or any subsidiary of Employers are then engaged and situated withinany country. Nothing contained in this Section 8(a) shall be construed as restricting theEmployee’s right to sell or otherwise dispose of any business or investments owned or operated byEmployee as of the date hereof.     (b) *Termination Without Cause or for Disability; Constructive Termination*. If Employee’semployment is terminated without Cause or the non-renewal of the Employment Period by Employersor as a result of the total disability of Employee or by Employee as a Constructive Termination,Employee hereby agrees that during the period that Employee accepts payments from the Employerspursuant to Section 1(a), Section 4(b), Section 4(c) or Section4(d) above, as applicable, neither he nor any affiliate shall, either in his own behalf or asa partner, officer, director, employee, agent or shareholder (other than as the holder of less
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than 5% of the outstanding capital stock of any, corporation with a class of equity securityregistered under 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 entity engaged in thebusinesses in which Employers or any subsidiary of Employers is then engaged and situated withinany country. Nothing contained in this Section 8(b) shall be construed as restrictingthe Employee’s right to sell or otherwise dispose of any business or investments owned oroperated by Employee as of the date hereof.     SECTION 9. *Agreement Not to Solicit Employees*. Employee agrees that, for a period of two(2) years following the termination by reason of voluntary termination by Employee or terminationfor Cause, neither he nor any affiliate shall, on behalf of any business engaged in a businesscompetitive with Employers or any subsidiary of Employers, solicit or induce, or in any mannerattempt to solicit or induce any person employed by, or any agent of, any Employers or anysubsidiary of Employers to terminate his employment or agency, as the case may be, with anyEmployers or such subsidiary; provided that such limitations shall not apply if the contact withthe employee, agent or consultant is initiated by a third party, not engaged or hired by Employeeor any affiliate of Employee, on a “blind basis” such as through a head hunter.     SECTION 10. *Injunctive Relief and otherRemedies*.     (a) Employee acknowledges and agrees that the covenants, obligations and agreements ofEmployee contained in Section 7, Section 8, Section 9 and thisSection 10 relate to special, unique and extraordinary matters and that a violation ofany of the terms of such covenants, obligations or agreements will cause Employers irreparableinjury for which adequate remedies are not available at law. Therefore, Employee agrees thatEmployers shall be entitled to an injunction, restraining order or such other equitable relief(without the requirement to post bond) as a court of competent jurisdiction may deem necessary orappropriate to restrain Employee from committing any violation of such covenants, obligations oragreements.     (b) If Employee violates Section 7, Section 8, or Section 9 afterEmployee’s employment is terminated for any reason, the right of Employee to receive any furtherpayment pursuant to this Agreement shall immediately terminate and the payments made to Employeesubsequent to the termination of Employee’s Employment pursuant to this Agreement shall bereturned to Employers by Employee within thirty (30) days after receipt of written notice fromEmployers of such violation. The injunctive remedies and other remedies described in thisSection 10 are cumulative and in addition to any other rights and remedies Employers mayhave.     SECTION 11. *No Violation*. Employee hereby represents and warrants to Employers that theexecution, delivery and performance of this Agreement by Employee does not, with or without thegiving of notice or the passage of time, or both, conflict with, result in a default, right toaccelerate or loss of rights under any provision of Any agreement or understanding to which theEmployee or, to the best knowledge of Employee, any of Employee’s affiliates are a party or
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by which Employee, or to the best knowledge of Employee, Employee’s affiliates may be bound oraffected.     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 inwriting and shall be deemed delivered, whether or not actually received, two days after depositedin 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 specified address or at such otheraddress as such party may designate by notice:Employers: Thermadyne Holdings Corporation*