**Exhibit 10.1****EXECUTIVE EMPLOYMENT AGREEMENT**     THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as **of July12, 2007 by and among Thermadyne Holdings Corporation, a Delawarecorporation (“Holdings”), and**Terry A. Moody**(“Employee”).**RECITALS**     A. TheParties desire Employee to be employed by Holdings in the capacity of **Executive Vice President of Global Operations;**and     B. TheParties desire to set forth the terms and conditions of such employment towhich each Party will be bound.     NOW THEREFORE, for and in consideration of the foregoing recitals, and in consideration ofthe mutual covenants, agreements, understandings, undertakings, representations, warranties andpromises hereinafter set forth, and intending to be legally bound thereby, Holdings and Employeedo hereby covenant and agree as follows:     SECTION 1. *Basic Employment Provisions*     (a) *Employment and Term.*Holdings hereby employs Employee (hereinafter referredto as the “Employment”) as **Executive Vice President of Global Operations**ofHoldings and of Holdings’ subsidiaries (hereinafter collectively and individually referredto as “Employers”) at Employers’ corporate office in St. Louis, Missouri, and Employeeagrees to be employed by Employers in such capacity, all on the terms and conditions setforth herein. The Employment shall be for a period (the“Employment Period”) that willcommence on July 29, 2007 (the ‘Effective Date”) and continue for 2 yearsthereafter, unless the Employment is earlier terminated as provided herein. Unless Employeeis timely provided a notice of non-renewal or the Employment is earlier terminated asprovided herein, on the second anniversary of the Effective Date, and on each anniversaryof the Effective Date thereafter, the Employment Period shall automatically renew for aone-year period, on the same terms and conditions contained herein (unless earlierterminated), such that the Employment Period shall extend for a period of one year from thedate of each such extension. The Employers must provide Employee with written notice notless than 90 days in advance of the applicable anniversary of the Effective Date in orderto avoid renewal of the Employment Period on such anniversary date as described above.Notice shall be deemed given on the date it is received by the Employee. If Employers electnot to renew the Employment Period in accordance with this Section l(a), Employeeshall be entitled to continue to receive from Employers his then current basic compensationhereunder, such amount to continue to be paid in accordance with the payroll practices ofEmployers for a period equal to twelve months from the expiration of the Employment Period.If, however, the Employment Period is not renewed, the Employee is a “specified employee”within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, asamended (“Code”), and payments under this Section l(a) are not a separation pay arrangementwithin the meaning of Prop. Treasury Reg. 1.409A-l(a)(9) or any successor TreasuryRegulations,
 

 
the payment of Employee’s current basic compensation shall be paid for a period of twelveconsecutive months commencing with the seventh consecutive month immediately following the monthin which the Employment Period ends.     (b) *Duties.*Employee shall be subject to the direction and supervision of the CEO and, as the**Executive Vice President of Global Operations**shall have those duties and responsibilities whichare assigned to him during the Employment Period by the CEO consistent with his position. Theparties expressly acknowledge that the Employee shall devote substantially all of his business timeand attention to the transaction of Employers’ businesses as is necessary to discharge hissupervisory management responsibilities hereunder. The foregoing will not preclude reasonableparticipation in civic and community organizations, and participation as a member of the board ofdirectors of at least one company will be permitted. Employee agrees to perform faithfully theduties assigned to him to the best of his ability.     SECTION 2. *Compensation.*     (a) *Salary.*Employers shall pay to Employee during the Employment Perioda salary as basic compensation for the services to be rendered by Employee hereunder.The initial amount of such salary shall be **$315,000**per annum. Such salary shall bereviewed no less frequently than annually by the CEO and may be increased upon theapproval of the CEO, subject to the approval of the Board of Directors of Holdings. Suchsalary shall accrue and be payable in accordance with the payroll practices of Employersin effect from time to time. All such payments shall be subject to deduction andwithholding authorized or required by applicable law.     (b) *Bonus.*During the Employment Period, Employee shall additionallyparticipate in an annual bonus plan providing for an annual bonus opportunity of not lessthan **37.5%** of Employee’s annual salary for each calendar year, in accordance with theterms set forth in Employers’ then current Management Incentive Plan. Employee agreesand acknowledges that any bonus award for 2007 will be prorated based on EffectiveDate of Employee’s employment.     (c) *Benefits.*During the Employment Period, Employee shall be entitled toparticipate in such employee benefit plans, programs and arrangements made availableto, and on the same terms as, other similarly situated executives of Employers, including,without limitation, 401(k) plans, employee stock purchase plans, and any other retirementplans, health, group life (with optional additional coverage), short term disability, longterm disability (not to exceed 60% of Employee’s annual salary otherwise payable to himfor the applicable period), hospitalization and such other benefit programs as may beapproved from time to time by Employers for their executives. Employee shall beentitled to 4 weeks paid vacation per year. Nothing herein shall affect Employers’ right toamend, modify or terminate any retirement or other benefit plan at any time on acompany-wide basis for similarly situated executives.     (d)*Stock Options.*Holdings shall grant Employee stock options (the“Options”) to purchase up to 17,500 shares of the common stock of Holdings as well as
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presenting employee with 3,200 Restricted Stock Shares in accordance with the terms and conditionsof Thermadyne Holdings Corporation 2004 Stock Incentive Plan. The exercise price of the Optionsshall be equal to the closing bid price per share of Holdings common stock on the over-the-countermarket as of the close of business immediately preceding the Effective Date. Grant date for longterm incentives is the last day of the quarter of Employee’s hire, or September 30, 2007. Optionswill vest based on average return on invested operating capital(“Average ROIOC”) over a 3 yearperiod, beginning on January 1, 2007, and ending onDecember 31, 2009 (“Target Period”). Subject toapplicable securities laws, the Options granted pursuant to this Agreement shall vest and beexercisable as of May 1,2010, as follows: (i) If Average ROIOC for the Target Period is 35% ormore, 100% of the Options shall be vested and exercisable; (ii) if Average ROIOC for the TargetPeriod is 30%, 67% of the Stock Option shall be vested and exercisable; (iii) if Average ROIOC forthe Target Period is 25%, then 33% of the Options shall be vested and exercisable; and (iv) ifAverage ROIOC during the Target Period does not reach 25%, the Options are forfeited and no longerexercisable. The parties agree and acknowledge that incremental amounts of the Options will vestfor Average ROIOC between 25% and 30% and Average ROIOC between 30% and 35%. For example, ifAverage ROIOC is 28%, then 53% of the Stock Option would be vested and exercisable.     (e) *Lump Sum Bonus.*Employers will pay Employee a one-time, lump sumbonus in consideration of the retention bonus that Employee was due to receive from hiscurrent employer (“Retention Bonus”). The amount of the Retention Bonus will be$50,000 less the amount paid to Employee by his current employer as and for theRetention Bonus and all applicable withholdings. The Retention Bonus shall be paidwithin 30 days after Employee provides evidence of the amount that his previousemployer has paid towards the Retention Bonus. The following example is meant toillustrate how this provision is to work: Assume that on August 1, 2007, Employeereceives $32,000 as the retention bonus from his former employer. Employee’s lump sumbonus from Employers would be $18,000 less all applicable withholdings and would bedue and payable by August 31, 2007.     (f) *Relocation Compensation.*In accordance with Employers’ currentrelocation policy, Employers will pay employee $26,250 in a lump sum for expensesincurred by Employee in connection with Employee’s relocation to St. Louis. Inaddition, Employers will pay Employee $11,000 to allow Employee to repay hisrelocation expenses that are owed to his current employer..     (g)*Tuition Reimbursement.*Employee will be reimbursed for attending any management development programs that are approved by Holdings’ CEO.     SECTIONS3. *Termination*     (a) *Death or Disability.*Employment of Employee under this Agreement shall terminateautomatically upon the death or total disability of Employee. For the purpose of this Agreement,Employee shall be totally disabled if he is disabled within the meaning of Code Section409A(a)(2)(C).
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     (b) *Cause.*The CEO, subject to the prior approval from the Board ofDirectors, may terminate the Employment of Employee under this Agreement for Cause.For the purposes of this Agreement, “Cause” shall be deemed to be (i) an act of willfulmisconduct, fraud, embezzlement, theft, or any other act constituting a felony, involvingmoral turpitude or causing material harm, financial or otherwise, to the Employers; (ii) anintentional act or failure to act, which is committed by the Employee and which causes orcan be expected to imminently cause material injury to any of the Employers; (iii) amaterial breach of this Agreement that is not cured by the Employee within 15 days afterwritten notice from the CEO specifying the breach and requesting a cure; or (vi) habitualabuse of alcohol, narcotics or other controlled substances which impairs Employee’sability to perform Employee’s duties hereunder.     (c)*Without Cause.*Any of the Employers, acting alone, may terminate theEmployment of Employee under this Agreement without Cause.     (d) *Constructive Termination,*Employee may elect to terminate hisEmployment under this Agreement upon a Constructive Termination Without Cause, asdefined below. For purposes of this Agreement, “ConstructiveTermination Without Cause” shall mean a termination of the Employee’s employment at his initiativefollowing the occurrence, without the Employee’s prior written consent, of one or moreof the following events:     (i) any failure by the Employers to comply with any of the provisions of thisAgreement, other than an isolated, insubstantial and inadvertent failure not occurring inbad faith and which is remedied by the Employers within 30 days after receipt of writtennotice thereof given by the Employee;     (ii) any reduction in salary, bonus percentage or material reduction in duties;     (iii) any purported termination by the Employers of the Employee’s employmentotherwise than as expressly permitted by Section 3(b) of this Agreement;     (iv) any failure by the Employers to comply with and satisfy the provisions ofSection 6 hereof, or failure by any successor (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to all or substantially all of the businessand/or assets of the Employers to assume expressly and agree to perform this Agreement inthe same manner and to the same extent the Employers would be required to perform it if nosuch succession had taken place, provided, in either case, that the successor contemplatedby Section 6 hereof has received, at least 10 days prior to the giving of noticeof constructive termination by the Employee, written notice from the Employers or theEmployee of the requirements of the provisions of Section 6 or of such failure. Employersagree to provide copy of this agreement to any such successor prior to the succession.
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     (v) The Employers shall relocate its principal executive offices or require theEmployee to have his principal location of work changed, in either case, to any locationwhich is in excess of 45 miles of its current location.     SECTION 4. *Compensation Following Termination.*     (a) *Death.*If the Employment Period is terminated pursuant to the provisionsof Section 3(a) above due to the death of Employee, this Agreement shall terminate, andno further compensation shall be payable, except that Employee’s estate, heirs orbeneficiaries, as applicable, shall be entitled to receive (i) Employee’s then current basiccompensation through the end of the month in which Employee’s death occurred, (ii) apro rata portion (based on a fraction the numerator of which is the number of daysEmployee 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 toreceive for the year in which termination occurs if the performance objectives establishedin Employers’ Management Incentive Plan are achieved, and (iii) any un-reimbursedexpenses pursuant to Section 5 below, and, thereafter, Employers shall have no furtherobligations or liabilities hereunder to Employee’s estate or legal representative orotherwise, other than the payment of benefits, if any, pursuant to Section 2(c).     (b) *Disability.*If the Employment Period is terminated pursuant to theprovisions of Section 3(a) above due to Employee’s total disability as determinedthereunder, this Agreement shall terminate, and (i) Employers will continue the paymentof Employee’s basic compensation at the then current rate until the earlier of (A) thebenefits 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 rataportion (based on a fraction the numerator of which is the number of days Employeeworked in the year Employee became totally disabled and the denominator of which is365) of the bonus as set forth in Section 2(b) which Employee would have been entitledto receive for the year in which termination occurs if the performance objectivesestablished in Employers’ Management Incentive Plan are achieved, and (iii) Employersshall pay any un-reimbursed expenses pursuant to Section 5 below. Thereafter,Employers shall have no obligation for basic compensation or other compensationpayments to Employee during the continuance of such total disability.     (c) *Termination for Cause or Voluntary Termination.*If the EmploymentPeriod is terminated for Cause pursuant to Section 3(b) or voluntarily by the Employeefor reasons other than those described in Section 3(a) or 3(d) above, no furthercompensation or benefits shall be paid to Employee after the date of termination, butEmployee shall be entitled to receive benefits to which he is or may become entitledpursuant to any benefit plan which by its terms survive termination.     (d)*Termination Without Cause; Constructive Termination.*If theEmployment Period is terminated pursuant to Section 3(c) or 3(d) above, Employee shallbe entitled (i) to continue to receive from Employers his then current basic compensationhereunder, such amount to continue to be paid in accordance with the payroll practices ofEmployers for a period equal to 12 months, (ii) to receive within 30 days of termination a
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bonus in an amount that shall be the lesser of Employee prior year bonus paid pursuant toSection 2(b), or 50% of of Employee’s annual base compensation, and (iii) during such12-month period, to continue to receive the benefits to which he would otherwise be entitledduring the Employment Period pursuant to Section 2(c) above; provided thatEmployee shall continue to make the same contributions toward such coverage as Employee wasmaking on the date of termination, with such adjustments to contributions as are madegenerally for all Employers’ employees. If the Employee is a “specified employee” within themeaning of Code Section 409A(a)(2)(B)(i) at the time the Employment Period expires andpayments under this Section 4(d) are not a separation pay arrangement within the meaning ofProp. Treasury Reg. 1.409A-l(a)(9) or any successor Treasury Regulations, the payments underSection 4(d)(i) shall be paid for a period of 12 consecutive months commencing with theseventh consecutive month immediately following the month in which the Employment Periodends. Provided, however, that Employee shall no longer be entitled to participate inany of Employers’ 401K plans, employee stock purchase 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 suchoption to be exercised by Employee in writing within 30 days of termination and Employershall make such lump sum payment within 30 days of receiving the written notice fromEmployee. In the event of Employee’s death during such 12-month period, such continuation ofcompensation and benefits shall cease upon Employee’s death. In the event Employee obtainsemployment elsewhere during such 12-month period, such compensation and benefits shallcontinue for the period described above notwithstanding such reemployment of Employee. Thesums received by Employee under this Section 4(d) shall be considered liquidateddamages in respect of claims based on any provisions of this Agreement or Employee’semployment with Employers and the commencement of the payment of such sums by Employersshall not begin until Employee executes and delivers a general release of all such claims inform and substance mutually satisfactory to Employers and Employee.     SECTION 5. *Expense Reimbursement.*Upon the submission of properly documented expense accountreports, Employers shall reimburse Employee for all reasonable business-related travel andentertainment expenses incurred by Employee in the course of his Employment with Employers. Unlessotherwise expressly provided in this Agreement, Employers’ obligations under this Section 5 shallterminate upon the termination of the Employment Period, except for any expenses eligible forreimbursement hereunder that are incurred prior to such termination.     SECTION 6. *Assignability Binding Nature.*This Agreement shall be binding and inure to thebenefit of the parties, and their respective successors, heirs (in the case of Employee) andassigns. No obligations of the Employers under this Agreement may be assigned or transferred by theEmployers except that such obligations shall be assigned or transferred (as described below)pursuant to a merger or consolidation of Holdings in which Holdings is not the continuing entity,or the sale or liquidation of all or substantially all of the assets of the Employers, providedthat the assignee or transferee is the surviving entity or successor to all or substantially all ofthe assets of the Employers and such assignee or transferee assumes the liabilities, obligationsand duties of the Employers, as contained in this Agreement, either contractually or as a matter oflaw. As used in this Agreement, the “Employers” and “Holdings”
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shall mean the Employers and Holdings as hereinbefore defined, respectively, and any successor totheir business and/or assets as aforesaid which assumes and agrees to perform this Agreement byoperation 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,Employeewill not directly or indirectly reveal, divulge, disclose or communicate to any personor entity, other than authorized officers, directors and employees of the Employers, inany manner whatsoever, any Confidential Information (as hereinafterdefined) of Employers or any subsidiary of Employers without the prior written consent of the CEO.     (b)*Definition.*As used herein, “ConfidentialInformation” means informationdisclosed to or known by Employee as a direct or indirect consequence of or through theEmployment about Employers or any subsidiary of Employers, or their respectivebusinesses, products and practices which information is not generally known in thebusiness in which Employers or any subsidiary of Employers is or may be engaged.However, Confidential Information shall not include under any circumstances anyinformation with respect to the foregoing matters which is (i) directly available tothe public from a source other than Employee, (ii) released in writing by Employers to thepublic or to persons who are not under a similar obligation of confidentiality toEmployers and who are not parties to this Agreement, (iii) obtained by Employee from athird party not under a similar obligation of confidentiality to Employers, (iv)required to be disclosed by any court process or any government oragency or department of anygovernment, or (v) the subject of a written waiver executed by either Employers for thebenefit of Employee. In the event Employee believes that he is free to disclose orutilizeConfidential Information under Section 7(b), he shall give written notice ofthe same toEmployers at least 30 days prior to the release or use of suchConfidential 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, alllists, charts, schedules, reports, financial statements, books and records of theEmployersor any subsidiary of the Employers, and all copies thereof, and allother property belonging to the Employers or any subsidiary of the Employers, including, withoutlimitation, company credit cards, cell phones, personal data assistants or otherelectronicdevices, provided Employee shall be accorded reasonable access to such ConfidentialInformation subsequent to the Employment Period for any proper purpose as determinedin 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 Causepursuant to Section 3(b) above or voluntarily terminates his Employment with Employersother than as a Constructive Termination pursuant to Section 3(d) above, Employee herebyagrees that for a period of 12 months following such termination, he
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shall not, either in his own behalf or as a partner, officer, director, member, manager,employee, agent or shareholder (other than as the holder of less than 5% of the outstandingcapital stock of any corporation with a class of equity security registered under Section12(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 whichEmployers 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’sright to sell or otherwise dispose of any business or investments owned or operated byEmployee as of the date hereof.     (b) *Termination Without Cause or for Disability; Constructive Termination.*In theevent that the Employment of Employee is terminated by Employers without Cause pursuant toSection 3(c) above, or as a result of the total disability of Employee or by Employee as aConstructive Termination pursuant to Section 3(a) and 3(d) above, respectively, Employeehereby agrees that during the period that Employee accepts payments from the Employerspursuant to a disability plan sponsored by Employers pursuant to Section 2(c) and 4(b)above or payments pursuant to Section 4(d) above, as applicable, neither he nor anyaffiliate shall, either in his own behalf or as a partner, officer, director, member,manager, employee, agent or shareholder (other than as the holder of less than 5% of theoutstanding capital stock of any, corporation with a class of equity security registeredunder 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 businessesin which Employers or any subsidiary of Employers is then engaged and situated within anycountry. Nothing contained in this Section 8(b) shall be construed as restrictingthe Employee’s right to sell or otherwise dispose of any business or investments owned oroperated by Employee as of the date hereof.     SECTION 9. *Agreement Not to Solicit Employees.*Employee agrees that, for a period of 12months following the termination for any reason, neither he nor any affiliate shall, on behalf ofany 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 anyagent of, any Employers or any subsidiary of Employers to terminate his or her employment oragency, as the case may be, with any Employers or such subsidiary.SECTION 10. *Injunctive Relief and other Remedies.*     (a) *Injunctive Relief.*Employee acknowledges and agrees that the covenants, obligationsand agreements of Employee contained in Section 7,Section 8, Section 9 and thisSection 10 relate to special, unique and extraordinary matters and that a violationof any of the terms of such covenants, obligations or agreements will cause Employersirreparable injury for which adequate remedies are not available at law. Therefore, Employeeagrees that Employers shall be entitled to an injunction, restraining order or such otherequitable relief as a court of competent jurisdiction may deem necessary or appropriate torestrain Employee from committing any violation of such covenants, obligations oragreements.
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     (b)*Other Remedies.*If Employee violates the provisions ofSection 7, Section8, or Section 9 after the Employment of Employee is terminated for any reason,and fails to cease or cure such violation within thirty (30) days after the receipt byEmployee of written notice of violation from Holdings, the right of Employee to receive anyfurther payment pursuant to this Agreement shall immediately terminate and the payments madeto Employee subsequent to the termination of Employee’s Employment pursuant to thisAgreement shall be returned to Employers by Employee within thirty (30) days after receiptof written notice from Employers of such violation. The injunctive remedies and otherremedies described in this Section 10 are cumulative and in addition to any otherrights and remedies Employers may have.     SECTION 11. *No Violation.*Employee hereby represents and warrants to Employers that theexecution, delivery and performance of this Agreement by Employee does not, with or without thegiving of notice or the passage of time, or both, conflict with, result in a default, right toaccelerate or loss of rights under any provision of any agreement or understanding to which theEmployee or, to the best knowledge of Employee, any of Employee’s affiliates are a party or bywhich Employee, or to the best knowledge of Employee, Employee’s affiliates may be bound oraffected.     SECTION 12. *Captions.*The captions, headings and arrangements used in this Agreement are forconvenience only and do not in any way affect, limit or amplify the provisions hereof.     SECTION 13. *Notices.*All notices required or permitted to be given hereunder shall be inwriting and shall be deemed delivered, whether or not actually received, (i) one day after depositwith a nationally recognized overnight express courier service with receipt of deposit confirmed,or (ii) two days after deposited in the United States mail, postage prepaid, registered orcertified mail, return receipt requested, addressed to the party to whom notice is being given atthe specified address or at such other address as such party may designate by notice:     Employers: Thermadyne Holdings CorporationAttn: Chief Executive Officer 16052 Swingley Ridge Road,Suite 300 St. Louis, MO 63017 Fax: 636.728.3010      and       Thermadyne Holdings CorporationAttn: General Counsel 16052 Swingley Ridge Road, Suite 300 St.Louis, MO 63017 Fax: 636.728.3010     Employee:   Mr.Terry A. Moody P.O. Box 72 Calexico, CA 92232-0072
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     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 unenforceableprovision had never comprised a part of this Agreement; the remaining provisions of this Agreementshall remain in full force and effect and shall not be affected by the illegal, invalid orunenforceable 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 aprovision as similar in terms to such illegal, invalid or unenforceable provision as may bepossible and be legal, valid and enforceable.     SECTION 15. *Amendments.*This Agreement may be amended in whole or in part only by aninstrument in writing setting forth the particulars of such amendment and duly executed by anofficer of Employers and by Employee.     SECTION 16. *Waiver.*No delay or omission by any party hereto to exercise any right or powerhereunder shall impair such right or power to be construed as a waiver thereof. A waiver by any ofthe parties hereto of any of the covenants to be performed by any other party or any breachthereof shall not be construed to be a waiver of any succeeding breach thereof or of any othercovenant herein contained. Except as otherwise expressly set forth herein, all remedies providedfor in this Agreement shall be cumulative and in addition to and not in lieu of any other remediesavailable to any party at law, in equity or otherwise.     SECTION 17. *Counterparts.*This Agreement may be executed in multiple counterparts, each ofwhich shall constitute an original, and all of which together shall constitute one and the sameAgreement.     SECTION 18. *Governing Law.*This Agreement shall be construed and enforced according to thelaws of the State of Missouri.     SECTION 19. *Resolution of Disputes; Arbitration.*Any dispute arising out of or relating tothis Agreement or Employee’s employment with Employers or the termination thereof shall be resolvedfirst by negotiation between the parties. If such negotiations leave the matter unresolved after 60days, then such dispute or claim shall be resolved by binding confidential arbitration, to be heldin St. Louis, Missouri, in accordance with the Commercial Arbitration Rules of the AmericanArbitration Association. The arbitrator in any arbitration provided for herein will be mutuallyselected by the parties or in the event the parties cannot mutually agree, then appointed by theAmerican Arbitration Association. Both parties hereby voluntarily waive any right to trial by jury.Judgment upon the award rendered by the arbitrator(s) may be entered in any court havingjurisdiction thereof. The parties shall be responsible for their own costs and expenses under thisSection 19, although the arbitrator shall have the right and jurisdiction to award costsand attorneys’ fees to the prevailing (in the opinion of the arbitrator) party. Nothing in thisSection 19 shall limit the Employers’ right to obtain an injunction, restraining order or otherequitable relief pursuant to Section 10.
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     SECTION 20. *Payment Upon Death of Employee.*In the event of the death of Employee during theterm hereof, any unpaid payments due either prior to Employee’s death or after Employee’s deathshall be payable as designated by Employee prior to his death in writing to Employers, or, in theabsence of such designation, as designated in the depositive investments or beneficiarydesignation of Employee duly executed by Employee according to law. In the event of the death ofall such persons so designated by Employee, either prior to the death of the Employee or duringany time when payments are due as provided herein, or in the event Employee fails to so designateprior to his death, or withdraws all such designations, said payments thereafter shall be made toEmployee’s estate.     SECTION21. *Prior Employment Agreements.*This Agreement supersedes any and all other prioremployment, 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 aparty to this Agreement and is jointly and severally liable for the obligations of Employers setforth in this Agreement.     SECTION 23. *Withholding Taxes.*All payments under this Agreement shall be net of appropriatewithholding taxes.     SECTION 24. *Indemnification.*Holdings will indemnify Employee to the fullest extent thatwould be permitted by law (including a payment of expenses in advance of final disposition of aproceeding) as in effect at the time of the subject act or omission,or by the charter or by-laws of Holdings as in effect in effect at such time, or by the terms of any indemnification agreementbetween Holdings and the Employee, whichever affords greatest protection to Employee, and theEmployee shall be entitled to the protection of any insurance policies Holdings may elect tomaintain generally for the benefit of its officers and/or, during the Employee’s service in suchcapacity (if applicable), directors, (and to the extent Holdings maintains such an insurancepolicy or policies, in accordance with its or their terms to the maximum extent of the coverageavailable for any Holdings officer or director); against all costs, charges, and expenseswhatsoever incurred or sustained by Employee (including but not limited to any judgment entered bya court of law) at the time such costs, charges, and expenses are incurred or sustained, inconnection with any action, suit or proceeding to which Employee may be made a party by reason ofhis being or having been an officer or employee of Holdings, or serving as a director, officer oremployee of an affiliate of Holdings, at the request of Holdings, other than any action, suit orproceeding brought against Employee by or on account of his breach of the provisions of anemployment agreement with a third party that has not been disclosed by Employee to Holdings. Theprovisions of this Section 25 shall survive any termination of this agreement.     SECTION 25. *Stock Options/Change of Control.*If a change of control occurs within 183 days ofthe effective date of this Agreement, Employee shall be paid, in a single, lump sum, cash paymentwithin 30 days of the Change of Control, an amount equal to the product of the fair market valueof a share of common stock of Holdings multiplied by 17,500 reduced by the total exercise price ofthe Options provided under Section 2(d). In this event, all Options granted Employee pursuant toSection 2(d) shall be cancelled and not exercisable and Employee shall not
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be entitled to any compensation under the terms of the Thermadyne Holdings Corporation 2004 StockIncentive Plan (“stock plan”). “Fair market value” means the closing bid price per share of commonstock of Holdings on the over-the-counter market as of the close of business on the effective dateof the change of control or, if there is no trading on such date, as of the close of the last dateimmediately preceding the change of control when such Stock is traded. “Change of control” has themeaning as defined in the stock plan.     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amended and RestatedExecutive Employment Agreement as of the date first above written.**THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH****