Exhibit
10.21


 


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”), the subsidiaries of
Holdings (together with Holdings, the “Employers”), and Patricia S.
Williams (“Employee”).


 


RECITALS


 


1.             Holdings,
together with the other Employers, have emerged from bankruptcy under Chapter
11 of Title 11 of the United States Code as a public company, and management of
Employers intend to operate and conduct the respective businesses of Employers
to the best of their ability.


 


2.             Employers
and Employee are parties to an Amended and Restated Executive Employment
Agreement dated June 13, 2002 (the “Prior Employment Agreement”).


 


3.             This
Agreement amends, restates and supercedes the Prior Employment Agreement in its
entirety.


 


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:


 


(a)          Basic Employment
Provisions


 


(i)            Employment and Term. 
Employers hereby employ Employee (hereinafter referred to as the “Employment”)
as Vice President General Counsel and Corporate Secretary 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 one year
thereafter (unless earlier terminated as provided herein) and (ii) renew on
each anniversary of the Effective Date 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 90
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 (“Non-Renewal
Notice”).  A Non-Renewal Notice shall be
deemed given on the date it is received by 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 her then current basic
compensation and benefits (to the same extent as provided in Section 4(d) in
the event of a termination without cause) hereunder, such amount and benefits
will continue to be paid in accordance with the payroll practices of Employers
for a period equal to twelve (12) months from the expiration of the Employment
Period.


 


(ii)           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 General
Counsel and Corporate Secretary, shall have those duties and responsibilities
which are assigned to her during the Employment Period by the CEO consistent
with her position.  The parties expressly
acknowledge that the Employee shall devote all of her business time and
attention to the transaction of Employers’ businesses as is reasonably
necessary to discharge her supervisory management responsibilities
hereunder.  Employee agrees to perform
faithfully the duties assigned to her to the best of her ability.


 


(b)           Compensation.


 


(i)            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 $194,919 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.


 


(ii)           Bonus.  During the
Employment Period, Employee shall additionally participate in an annual bonus
plan providing for an annual bonus opportunity of not less than 50% 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.


 


(iii)          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 her 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.


 


(iv)          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


 


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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 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).


 


(c)           Termination.


 


(i)            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 her 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.


 


(ii)           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; (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; or (xi) Employee relocates her primary place of residence more than
seventy-five (75) miles from the present location of Holdings’ corporate
headquarters in St. Louis, Missouri (except if such relocation is expressly
requested by Holdings).


 


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


 


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(iv)          Constructive Termination. 
Employee may elect to terminate her 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 her initiative following the occurrence, without the Employee’s
prior written consent, of one or more of the following events:


 


(1)           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;


 


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


 


(3)           any
purported termination by the Employers of the Employee’s employment otherwise
than as expressly permitted by Section 3(b) of this Agreement;


 


(4)           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)           if the
Employers require the Employee to relocate her 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.


 


(d)           Compensation Following Termination.


 


(i)            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


 


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hereunder to Employee’s estate or legal representative
or otherwise, other than the payment of benefits, if any, pursuant to Section
2(c).


 


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


 


(iii)          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 she is or may become entitled pursuant to any benefit
plan which by its terms survive termination.


 


(iv)          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 her then current Basic Compensation, such
amount to continue to be paid in accordance with the payroll practices of
Employers for a period equal to 18 months, (ii) to receive her bonus pursuant
to Section 2(b) for the year in which Employee is terminated, (iii)
during such 18-month period, to continue to receive the benefits to which she
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 18-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 18-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 18-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 her new employer for compensation 


 


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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.


 


(e)           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 her 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’ 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.


 


(f)            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.


 


(g)           Confidential Information.


 


(i)            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.


 


(ii)           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


 


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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 she is
free to disclose or utilize Confidential Information under Section 7(b),
she 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.


 


(iii)          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.


 


(h)           Agreement Not to Compete.


 


(i)            Termination for Cause. 
In the event that Employee is terminated for Cause or voluntarily
terminates her Employment with Employers other than as a Constructive
Termination Without Cause, Employee hereby agrees that for a period of 12
months following such termination, she shall not, either in her 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.


 


(ii)           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 she nor any affiliate shall, either in her own behalf or as
a partner, officer, director, employee, agent or shareholder (other than as


 


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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.


 


(i)            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 she 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 any subsidiary of
Employers to terminate her 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.


 


(j)            Injunctive Relief and other Remedies.


 


(i)            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.


 


(ii)           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.


 


(k)           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.


 


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(l)            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.


 


(m)          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


 


and


 


Thermadyne Holdings
Corporation

Attn: Chief Financial Officer

16052 Swingley Ridge Road, Suite 300

St.  Louis, MO 63017 

Fax: 636.728.3010


 


Employee:              1602
Vintage Ridge Court

Wildwood, MO 63038


 


(n)           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.


 


(o)           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.


 


(p)           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


 


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addition to and not in lieu of any other remedies
available to any party at law, in equity or otherwise.


 


(q)           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.


 


(r)            Governing Law.  This
Agreement shall be construed and enforced according to the laws of the State of
Missouri.


 


(s)           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.


 


(t)            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 her
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 her
death, or withdraws all such designations, said payments thereafter shall be
made to Employee’s estate.


 


(u)           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.


 


(v)           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.


 


(w)          Employee Acknowledgements.  Employee acknowledges and agrees that (a) she
has read this Agreement; (b) she is fully competent to execute this Agreement
which she understands to be contractual; (c) she executes this Agreement of her
own free will, after having a reasonable period of time to review, study, and
deliberate regarding its meaning and effect and


 


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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\ Patricia S.
  Williams

  	
   

  
	
   

  	
  Name: Patricia S.
  Williams

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYERS:

  
	
   

  	
   

  
	
   

  	
  Thermadyne
  Holdings Corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  \s\ James H. Tate

  	
   

  
	
   

  	
   

  	
  James H. Tate

  
	
   

  	
  Title:

  	
  Sr. Vice President and
  CFO

  
				



 


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