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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