Exhibit 10.5
 2010 RESTRICTED STOCK AWARD AGREEMENT
THERMADYNE HOLDINGS CORPORATION
 2004 STOCK INCENTIVE PLAN
      Terms of Plan to Control
  Grant of Restricted Stock
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Rights and Restrictions
  a.
    
    None of (i) the shares of Restricted Stock or any interest in
them, (ii) the right to vote such shares, (iii) the right to receive dividends
on such shares, or (iv) any other rights under this Agreement, may be sold,
transferred, donated, exchanged, pledged, hypothecated, assigned or otherwise
transferred, alienated or encumbered, by operation of law or otherwise, until
(and then only to the extent of) such shares are actually delivered to the
Grantee or, in the event of Grantees death, the Grantees testamentary
transferee or transferees, in accordance with this Agreement.b.
    
    The Grantee shall have, with respect to the shares of
Restricted Stock, all of the rights of a holder of such shares, including the
right to vote such shares and to receive any cash dividends thereon.
Additional shares of Company common stock resulting from adjustments under
Section 12 of the Plan with respect to shares of Restricted Stock subject to this
Agreement shall be treated as additional shares of Restricted Stock subject
to the same restrictions and other terms of this Agreement. Cash dividends
paid on Unvested Shares are taxable to the Grantee as compensation
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income,
and not dividend income, and are deductible by the Company or a Subsidiary
Corporation for income tax purposes as compensation income.c.
    
    During the Grantees lifetime, shares of Restricted Stock shall
only be delivered to him or her. Any such shares transferred in accordance
with this Agreement shall continue to be subject to the terms and conditions of
this Agreement. Any transfer permitted under this Agreement shall be promptly
reported in writing to the Companys Secretary.
    Termination of Employment
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Section 5.
    
    Securities Law Restrictions and Other Restrictions on Transfer of Shares of
Restricted Stock Pursuant to this Agreement
 a.
    
    The Grantee represents that upon receipt of shares of
Restricted Stock, such shares shall be for the Grantees own account and not on
behalf of others. Federal and state securities laws govern and restrict the
Grantees right to offer, sell or otherwise dispose of any such shares unless
the shares are first registered under the Securities Act of 1933 (the
Securities Act) and state securities laws (which the Company is not required
to do), or in the opinion of the Companys counsel, such offer, sale or other
disposition is exempt from registration or qualification thereunder. The
Grantee shall not offer, sell or otherwise dispose of any shares purchased
pursuant to this Agreement in any manner unless they are first registered under
the Securities Act and any applicable state securities laws except in a
transaction which, in the opinion of counsel to the Company, is exempt from the
registration requirements.
 b.
    
    Restrictive Legend. Except as may be otherwise
determined by legal counsel to the Company, the certificates representing the
shares of Common Stock granted pursuant to this Agreement shall bear the
following legend, plus other legends the Company deems necessary or desirable
in connection with securities laws or other rules, regulations or laws.
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE ACT) AND ARE RESTRICTED SECURITIES
AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THE SECURITIES MAY NOT BE
SOLD, OFFERED FOR SALE OR
OTHERWISE DISTRIBUTED EXCEPT (i) IN CONJUNCTION WITH AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT, OR (ii) IN
COMPLIANCE WITH RULE 144, OR (iii) PURSUANT TO AN OPINION OF COUNSEL TO THE
CORPORATION THAT SUCH REGISTRATION OR COMPLIANCE IS NOT REQUIRED AS TO SAID
SALE, OFFER OR DISTRIBUTION.
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Non-Assignability
  Withholding Taxes
  Requirement of Notification on Section 83(b) Election
  Adjustments Upon Changes in Capitalization
  Right of Discharge Reserved
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Nature of Payments
   Committee Determinations
  Section Headings
  Notices
  Successors and Assigns
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Other Payments or Awards
  Governing Law and Venue
  Severability
  Entire Agreement; Modification
  Authority to Receive Payments
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Counterparts
   THERMADYNE HOLDINGS CORPORATION
    
    
    
    GRANTEEBy:Nick H. Varsam
    
    
    
    Grantees Name:General Counsel & Secretary
    
    
    
    Date of Signature:Grantees Address:
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2010 RESTRICTED STOCK AWARD AGREEMENT
THERMADYNE HOLDINGS CORPORATION
BENEFICIARY DESIGNATION
        Date of this Designation
    
    Signature of Participant
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