Exhibit 10.18
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"), and its
subsidiaries (together with Holdings, the "Employers"), and Jason Huett
("Employee").
RECITALS
A. The Parties desire Employee to be employed by Employers in the capacity of
Vice President - Information Systems; 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 VICE PRESIDENT
- INFORMATION SYSTEMS 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 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 HOLDING'S CHIEF EXECUTIVE OFFICER OR HIS DELEGATE
(THE "CEO") AND, AS THE VICE PRESIDENT INFORMATION SYSTEMS, 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.