Exhibit 10.18


 


SECOND AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT
AGREEMENT (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 by
Employers in the capacity of Vice President –
Information Systems; and


 


B. The Parties desire to
set forth the terms and conditions of such employment to which each Party will
be bound;


 


NOW THEREFORE, for and in consideration of the
foregoing recitals, and in consideration of the mutual covenants, agreements,
understandings, undertakings, representations, warranties and promises
hereinafter set forth, and intending to be legally bound thereby, Employers and
Employee do 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 Vice President – Information Systems and Employee agrees to
be employed by Employers in such capacity, all on the terms and conditions set
forth herein.  The Employment shall be
for a period (the “Employment Period”) that will (i) commence on March 12,
2004 (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 the Effective date and each anniversary of the thereafter
for a one-year period, on the same terms and conditions contained herein
(unless earlier terminated as provided herein or Employee is timely provided a
notice of nonrenewal as provided herein), such that the Employment Period shall
extend for a period of one year from the date of each such extension.  The Employers must provide Employee with
written notice not less than 60 days in advance of the applicable anniversary
of the Effective Date in order to avoid renewal of the Employment Period on
such anniversary as described above. 
Notice shall be deemed given on the date it is received by the
Employee.  If Employers 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 basic compensation hereunder, such amount to continue to be paid in
accordance 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 Chief
Executive Officer or his delegate (the “CEO”) and, as the Vice President Information Systems, shall have those duties
and responsibilities which are assigned to him during the


 





















 


Employment Period by the CEO consistent with his position.  The parties expressly acknowledge that the
Employee shall devote all of his business time and attention to the transaction
of Employers’ businesses as is reasonably 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
basic compensation for the services to be rendered by Employee hereunder (“Basic
Compensation”).  As of the date this
Agreement is signed, the initial Basic Compensation shall be $131,128 per annum. 
Such Basic Compensation shall be reviewed no less frequently than
annually by the CEO and may be adjusted by the CEO, subject to the approval of
the Board of Directors.  Such salary
shall accrue and be payable in accordance with the payroll practices of
Employers’ subsidiary or subsidiaries in effect from time to time.  All such payments shall be subject to
deduction and withholding authorized or required by applicable law.


 


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


 


(c)                                  Benefits. 
During the Employment Period, Employee shall be entitled to participate
in 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 plans
and any other retirement plans, savings plans or deferred compensation plans,
health, group life (excluding any optional additional coverage), short term
disability, long term disability (not to exceed 60% of Employee’s Basic
Compensation otherwise payable to him for the applicable period),
hospitalization and such other benefit programs as may be approved from time to
time by Employers for their executives. 
Nothing herein shall affect Employers’ right to amend, modify or
terminate any retirement or other benefit plan at any time on a company-wide
basis for similarly situated executives.


 


(d)                                 Stock Options.  Holdings will grant Employee stock options (the “Options”)
to purchase up to 25,000 shares
the Common Stock of Holdings (the “Common
Stock”) in accordance with the terms and conditions of Holdings’ stock option
plan. The exercise price for the Options is equal to the closing bid price per
share of the Common Stock on the over-the-counter market as of the close of
business immediately preceding the date the grant was approved by the Board of
Directors.  Subject in each case to
Employee’s execution and delivery of this Agreement and continued Employment
until the applicable vesting date, one-half of the Options will become vested
and, subject to compliance with applicable securities laws, exercisable in
three equal annual installments on August 1, 2004; August 1, 2005,
and August 1, 2006, and the remaining one-half of the Options (the “Performance
Options”) 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 the date of grant (each an “Installment Date”) if
Holdings achieves its Return on Invested Capital Targets in accordance with its
annual 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 Invested
Capital Targets for such year, such Options shall vest on any subsequent
Installment Date if Holdings has cumulatively achieved on such date the Return
on Invested Capital Targets for the current year, plus the Return on Invested
Capital Targets for the prior years for which such Targets were not achieved
(after taking into account any portion of such Targets achieved in such prior
years).


 


SECTION 3.                                Termination.


 


(a)                                  Death or Disability. 
Employment of Employee under this Agreement shall terminate
automatically 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 to perform the duties of his Employment due to mental or physical
incapacity for a period of (i) 90 consecutive days or (ii) 120 non-consecutive
days within any 365 day period.


 


(b)                                 Cause. 
The CEO, subject to the approval of the Board of Directors, may
terminate 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 a
felony or other crime involving moral turpitude, (ii) an act of dishonesty or
disloyalty by Employee that resulted in or was intended to result in gain to or
personal enrichment of Employee at any of the Employers’ expense; (iii) the
willful 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) misappropriation by Employee of Employers’ funds; (vi) habitual
abuse of alcohol, narcotics or other controlled substances by Employee; (vii)
gross negligence in the performance of Employee’s duties and responsibilities
hereunder; (viii) failure by Employee to comply fully with any lawful directives
of the CEO or the Employers; (ix) failure by Employee to comply fully with any
lawful directives of the Board of Directors of Holdings (the “Board”) adopted
by formal written resolutions of the Board; or (x) failure to perform or adhere to the Code of Ethics
adopted by the Board, as the same may be amended by the Board from time to
time, a copy of which has been delivered to Employee as adopted by the Board as
of the date hereof.


 


(c)                                  Without Cause. 
Any of the Employers, acting alone, may terminate the Employment of
Employee under this Agreement without Cause.


 


(d)                                 Constructive Termination. 
Employee may elect to terminate his Employment under this Agreement,
effective immediately, upon a Constructive Termination Without Cause, as defined
below, by providing Employer written notice within thirty days of Employee
becoming aware of such Constructive Termination Without Cause.  For purposes of this Agreement, “Constructive
Termination Without Cause” shall mean a termination of the Employee’s
employment at his initiative following the occurrence, without the Employee’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 this Agreement, other than an isolated, insubstantial
and inadvertent failure not occurring in bad faith and which is remedied by the
Employers within 30 days after receipt of written notice thereof given by the
Employee;


 


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(ii)                                  without the Employee’s consent, any
reduction in salary, bonus percentage, or material reduction in duties;


 


(iii)                               any purported termination by the Employers of the
Employee’s employment 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 of Section 6 hereof, or failure by
any successor (whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business and/or assets of the Employers
to assume expressly and agree to perform this Agreement in the same manner and
to the same extent the Employers would be required to perform it if no such
succession had taken place, provided, in either case, that the successor
contemplated by Section 6 hereof has received, at least 10 days
prior to the giving of notice of constructive termination by the Employee,
written notice from the Employers or the Employee of the requirements of the
provisions of Section 6 or of such failure;  or


 


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


 


SECTION 4.                                Compensation Following Termination.


 


(a)                                  Death.  If the Employment Period is terminated pursuant to the
provisions of Section 3(a) above due to the
death of Employee, this Agreement shall terminate, and no further compensation
shall be payable 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 current Basic Compensation through the
end 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 Employee
worked in the year of Employee’s death 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 the
performance objectives established in Employers’ Management Incentive Plan 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 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 the provisions of Section 3(a)
above due to Employee’s total disability as determined thereunder, this
Agreement shall terminate, and (i) Employers will continue the payment of
Employee’s Basic Compensation at the then current rate until the earlier of (A)
the benefits under any long-term disability insurance provided by Employers
commences 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 of
which is the number of days Employee worked in the year Employee became totally
disabled 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 the performance objectives established in Employers’
Management Incentive Plan are achieved, and (iii) Employers shall pay any
un-reimbursed expenses pursuant to Section 5 below.  Thereafter,


 


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Employers shall have no obligation for Basic Compensation or other
compensation payments to Employee during the continuance of such total
disability.


 


(c)                                  Termination for Cause or
Voluntary Termination.  If the Employment Period is
terminated for Cause or voluntarily by the Employee for reasons other than
those described in Section 3(a) or 3(d) above, no further
compensation or benefits shall be paid to Employee after the date of
termination, but Employee shall be entitled to receive benefits to which he is
or may become entitled pursuant to any benefit plan which by its terms survive
termination.


 


(d)                                 Termination Without Cause;
Constructive Termination.  If the Employment Period 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,
such amount to continue to be paid in accordance with the payroll practices of
Employers for a period equal to 12 months, (ii) to receive his bonus pursuant
to 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 would
otherwise be entitled during the Employment Period pursuant to Section 2(c)
above; provided that Employee shall continue to make the same
contributions toward such coverage as Employee was making on the date of
termination, with such adjustments to contributions as are made generally for
all Employers’ employees, and (iv) during such 12-month period, to a 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 retirement plans. 
Employee shall have the option to receive the present value of the
compensation, bonus and benefits (at a 12% discount) described in the
immediately preceding sentence in a lump sum payment, with such option to be
exercised by Employee in writing within ten (10) days of termination and
Employer shall make 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 event Employee
obtains employment elsewhere during such 12-month period such compensation,
benefits and monthly automobile allowance shall continue for the period
described above notwithstanding such reemployment of Employee; provided,
however, that Employers’ obligations for compensation bonus, benefits
and monthly automobile allowance shall be reduced by the amount Employee
receives from his new employer for compensation bonus, benefits and automobile
allowance.  The sums received by Employee
under this Section 4(d) shall be considered liquidated damages in
respect of claims based on any provisions of this Agreement or any claims
arising out of Employee’s employment with Employers, and the commencement of
the payment of such sums by Employers shall not begin until Employee executes
and delivers a general release of all claims in form and substance satisfactory
to Employers.


 


SECTION 5.                                Expense Reimbursement. 
Upon the submission of properly documented expense account reports,
Employers shall reimburse Employee for all reasonable business-related travel
and entertainment expenses incurred by Employee in the course of his Employment
with Employers, including the ownership and use of a cellular phone, and an internet
service provider account.  Employers
shall provide Employee with a monthly car allowance of $500, less
applicable withholdings.  Unless
otherwise expressly provided in this Agreement, Employers’


 


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obligations under this Section 5 shall terminate upon the termination
of the Employment Period, except for any obligation to reimburse expenses that
are incurred prior to such termination.


 


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) and
assigns.  No obligations of the Employers
under this Agreement may be assigned or transferred by the 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, provided that the assignee or transferee is the
surviving entity or successor to all or substantially all of the assets of the
Employers and such assignee or transferee assumes the liabilities, obligations
and duties of the Employers, as contained in this Agreement, either
contractually or as a matter of law.  Each
Employer may, without the prior written consent of Employee, assign its rights
and obligations under this Agreement, in whole or in part, including, without
limitation, 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 substantial
part of its assets or a successor by merger, consolidation or other corporate
restructuring.  As used in this
Agreement, the “Employers” and “Holdings” shall mean the Employers and Holdings
as hereinbefore defined, respectively, and any successor to their business
and/or assets as 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 of
the time, manner or cause of the termination of this Agreement, Employee will
not directly or indirectly reveal, divulge, disclose or communicate to any
person or entity, other than authorized officers, directors and employees of
the Employers, in any manner whatsoever, any Confidential Information (as
hereinafter defined) of Employers or any subsidiary of Employers without the
prior written consent of the Board.


 


(b)                                 Definition. 
As used herein, “Confidential Information” means information
disclosed to or known by Employee as a direct or indirect consequence of or
through the 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 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 to the foregoing matters which is (i) directly
available to the public from a source other than Employee, (ii) released in
writing by Employers to the public or to persons who are not under a similar
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 to Employers, (iv) required to be disclosed by
any 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 the
benefit of Employee.  In the event
Employee believes that he is free to disclose or utilize Confidential
Information under Section 7(b), he shall give written notice of the
same to Employers at least 30 days prior to the release or use of such
Confidential Information and shall specify the claimed exemption and the
circumstances giving rise thereto.


 


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(c)                                  Return of Property. 
Upon termination of the Employment, Employee will surrender to Employers
all Confidential Information, including, without limitation, all lists, charts,
schedules, reports, financial statements, books and records of the Employers or
any subsidiary of the Employers, and all copies thereof, and all other property
belonging to the Employers or any subsidiary of the Employers, including,
without limitation, company credit cards, cell phones, personal data assistants
or other electronic devices, provided Employee shall be accorded reasonable
access to such Confidential Information subsequent to the Employment Period for
any proper purpose as determined 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 or voluntarily
terminates his Employment with Employers other than as a Constructive
Termination Without Cause, Employee hereby agrees that for a period of 12
months following 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 the outstanding capital stock of any corporation with
a 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 or
render services to any person or entity engaged in the businesses in which
Employers or any subsidiary of Employers are then engaged and situated within
any country.  Nothing contained in this Section 8(a)
shall be construed as restricting the Employee’s right to sell or otherwise
dispose 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 the Employment of Employee is terminated by Employers without Cause or the
non-renewal of the Employment Period by Employers or as a result of the total
disability of Employee or by Employee as a Constructive Termination Without
Cause, Employee hereby agrees that during the period that the Employers
are required to make payment to Employee (regardless of whether Employee
accepts such payment, elects to receive a lump sum of such payment, refuses to
execute and deliver a general release as required hereunder or if such
obligation 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 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 the
outstanding capital stock of any, corporation with a 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 or render services to
any person or entity engaged in the businesses in which Employers or any
subsidiary of Employers is then engaged and situated within any country.  Nothing contained in this Section 8(b)
shall be construed as restricting the Employee’s right to sell or otherwise
dispose of any business or investments owned or operated 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 termination for
Cause, neither he nor any affiliate shall, on behalf of any business engaged in
a business competitive with Employers or any subsidiary of Employers, solicit
or induce, or in any manner attempt to solicit or induce any person employed
by, or any agent of, any Employers or


 


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any subsidiary of Employers to terminate his employment or agency, as
the case may be, with any Employers or such subsidiary; provided that such
limitations shall not apply if the contact with the employee, agent or
consultant is initiated by a third party, not engaged or hired by Employee or
any affiliate of Employee, on a “blind basis” such as through a head hunter.


 


SECTION 10.                          Injunctive Relief and other Remedies.


 


(a)                                  Employee acknowledges and agrees that the
covenants, obligations and agreements of Employee contained in Section 7,
Section 8, Section 9 and this Section 10
relate to special, unique and extraordinary matters and that a violation of any
of the terms of such covenants, obligations or agreements will cause Employers
irreparable injury for which adequate remedies are not available at law.  Therefore, Employee agrees that Employers
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 or appropriate to 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 7 after the Employment of Employee is
terminated for any reason, Section 8 or Section 9, the
right of Employee to receive any further payment pursuant to this Agreement
shall immediately terminate and the payments made to Employee subsequent to the
termination of Employee’s Employment pursuant to this Agreement shall be
returned to Employers by Employee within thirty (30) days after receipt of
written notice from Employers of such violation.  The injunctive remedies and other remedies
described 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
of 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 or
understanding to which the Employee or, to the best knowledge of Employee, any
of Employee’s affiliates are a party or by which Employee, or to the best
knowledge of Employee, Employee’s affiliates may be bound or affected.


 


SECTION 12.                          Captions.  The captions,
headings and arrangements used in this Agreement are for convenience 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 writing and shall be
deemed delivered, whether or not actually received, 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
specified address 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

  



 


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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 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
unenforceable provision had never comprised a part of this Agreement; the
remaining provisions of this Agreement shall remain in full force and effect
and shall not be affected by the illegal, invalid or unenforceable 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 a provision as similar in terms
to such illegal, invalid or unenforceable provision as may be possible and be
legal, valid and enforceable.


 


SECTION 15.                          Amendments.  This
Agreement may be amended in whole or in part only by an instrument in writing
setting forth the particulars of such amendment and duly executed by an officer
of Employers and by Employee.


 


SECTION 16.                          Waiver.  Except as
otherwise provided herein, no delay or omission by any party hereto to exercise
any right or power hereunder shall impair such right or power or be construed
as a waiver thereof.  A waiver by any of
the parties hereto of any of the covenants to be performed by any other party
or any breach thereof shall not be construed to be a waiver of any succeeding
breach thereof or of any other covenant herein contained.  Except as otherwise expressly set forth
herein, all remedies provided for in this Agreement shall be cumulative and in
addition to and not in lieu of any other remedies available to any party at
law, in equity or otherwise.


 


SECTION 17.                          Counterparts; Reproduction. 
This Agreement may be executed in multiple counterparts, each of which
shall constitute an original, and all of which together shall constitute one
and the same Agreement, and any copy, facsimile or other reliable
reproduction of this Agreement may be substituted or used in lieu of the
original writing for any and all purposes for which the original writing could
be used, provided that such copy, facsimile or other reproduction be a complete
reproduction of the entire original writing.


 


SECTION 18.                          Governing Law.  This
Agreement shall be construed and enforced according to the laws of the State of
Missouri.


 


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SECTION 19.                          Resolution of Disputes; Arbitration.  Any dispute arising out of or relating to this
Agreement or Employee’s employment with Employers or the termination thereof
shall be resolved first by negotiation between the parties.  If such negotiations leave the matter
unresolved after 60 days, then such dispute or claim shall be resolved by
binding confidential arbitration, to be held in St. Louis, Missouri, in
accordance with the rules of the American Arbitration Association. The
arbitrator in any arbitration provided for herein will be mutually selected by
the parties or in the event the parties cannot mutually agree, then appointed
by the American Arbitration Association. 
Judgment upon the award rendered by the arbitrator(s) may be entered in
any court having jurisdiction thereof. 
The parties shall be responsible for their own costs and expenses under
this Section 19.


 


SECTION 20.                          Payment Upon Death of Employee. 
In the event of the death of Employee during the term hereof, any unpaid
payments due either prior to Employee’s death or after Employee’s death shall
be payable as designated by Employee prior to his death in writing to
Employers.  In the event of the death of
all such persons so designated by Employee, either prior to the death of the
Employee or during any time when payments are due as provided herein, or in the
event Employee fails to so designate prior to his death, or withdraws all such
designations, said payments thereafter shall be made to Employee’s estate.


 


SECTION 21.                          Prior Employment Agreements. 
This Agreement supersedes any and all other employment,
change-in-control, severance or similar agreements between Employee and
Employers, including, without limitation, the Prior Employment Agreement and
the Letter Agreement.  Employee
irrevocably waives all rights, if any, to claim that Employee’s employment
under the Prior Employment Agreement was terminated, constructively or
otherwise, prior to the date hereof.


 


SECTION 22.                          Jointly and Severally Liable. 
Each of the Employers that have signed below is a party to this
Agreement and is jointly and severally liable for the obligations of Employers
set forth in this Agreement.


 


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 be
contractual; (c) he executes this Agreement of his own free will, after having
a reasonable period of time to review, study, and deliberate regarding its
meaning and effect and to consult with counsel regarding same; and (d) without
reliance on any representation of any kind or character not expressly set forth
herein.


 


* * * * * *


 


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IN WITNESS WHEREOF, the parties hereto have executed
and delivered this Amended and Restated Executive Employment Agreement as of
the 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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