Exhibit 10.20


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”)
is made and entered into as of June 1, 2004 by
and among Thermadyne Holdings Corporation, a Delaware corporation (“Holdings”),
the subsidiaries of Holdings (together with Holdings, the “Employers”),
and Brian Truex (“Employee”).


 


RECITALS


 


A. The Parties desire Employee to be employed by
Employers in the capacity of Executive Vice President –
Global Operations; 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 Executive Vice President – Global Operations
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 June 1, 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 the CEO or
the CEO’s delegate (the “CEO”) and, as the Executive Vice President –
Global Operations 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.  The initial amount of such salary shall be $250,000 per annum. 
Such salary shall be reviewed no less frequently than annually by the CEO
and may be increased upon the approval of the CEO, subject to the approval of
the Board of Directors of Holdings.  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
60% of Employee’s annual salary for the
calendar years thereafter, 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, excess savings plans, tax
qualified profit sharing plans and any other retirement plans, health, group
life (with optional additional coverage), short term disability, long term
disability (not to exceed 60% of Employee’s annual salary 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.  Employee shall be entitled to four weeks paid
vacation per year. 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 shall grant Employee stock
options (the “Options”) to purchase up to 50,000 shares
the Common Stock of Holdings in accordance
with the terms and conditions of Holdings’ stock option plan. The exercise
price for the Options shall be 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 of the Effective Date of this Agreement.  Subject in each case to Employee’s 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 each of the next three
anniversaries of the Effective date, and the remaining one-half of the Option
(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


 


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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); provided, however, that
if the Performance Options do not vest by the final Installment Date, then such
Options shall vest on the seventh anniversary of the grant, provided Employee
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 of the Employers.


 


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 six consecutive months.


 


(b)                                 Cause. 
The CEO, subject to approval from 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 harm to
any of the Employers; (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) failure by Employee to comply
fully with any lawful directives of the Board or Employers; (vi)
misappropriation by Employee of Employers’ funds; (vii) habitual abuse of
alcohol, narcotics or other controlled substances by Employee; or (viii) gross
negligence in the performance of Employee’s duties and responsibilities
hereunder.


 


(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 upon
a Constructive Termination Without Cause, as defined below.  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;


 


(ii)                                  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;


 


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(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.


 


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, 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.


 


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(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 hereunder, 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 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, benefits and monthly automobile
allowance shall be reduced by the amount Employee receives from his new
employer for compensation, 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 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.  Employers shall provide Employee with a gross
monthly car allowance of $500.  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 expenses eligible for reimbursement hereunder 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


 


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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.  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 CEO.


 


(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 either 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.


 


(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


 


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Termination, 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, Employee
hereby agrees that during the period that Employee accepts payments from the
Employers 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 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.


 


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(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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Thermadyne Holdings Corporation

  
	
   

  	
   

  	
  Attn: General Counsel

  
	
   

  	
   

  	
  16052 Swingley Ridge Road, Suite 300

  
	
   

  	
   

  	
  St. Louis, MO 63017

  
	
   

  	
   

  	
  Fax: 636.728.3033

  
	
   

  	
   

  	
   

  
	
  Employee:

  	
   

  	
  c/o
  Thermadyne Holdings Corporation

  
	
   

  	
   

  	
  16052
  Swingley Ridge Road, Suite 300

  
	
   

  	
   

  	
  St.
  Louis, Missouri 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


 


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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.  No delay or
omission by any party hereto to exercise any right or power hereunder shall
impair such right or power to 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.  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.


 


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


 


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.


 


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SECTION 21.                          Prior Employment Agreements. 
This Agreement supersedes any and all other employment,
change-in-control, severance or similar agreements between Employee and
Employers.


 


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.


 


* * * * * *


 


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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/s
  Brian Truex

  	
   

  
	
   

  	
  Name:
  Brian Truex

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thermadyne Holdings Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/Patricia
  S. Williams

  	
   

  
	
   

  	
   

  	
  Patricia
  S. Williams

  
	
   

  	
  Title:
  

  	
  Vice
  President & General Counsel

  
					



 


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