Exhibit 10.17
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 Terry Downes
("Employee").
RECITALS
A. The Parties desire Employee to be employed by Employers in the capacity of
Vice President - Global Corporate Development; 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:
(A)
BASIC EMPLOYMENT PROVISIONS
(I)
EMPLOYMENT AND TERM.
EMPLOYERS HEREBY
EMPLOY EMPLOYEE (HEREINAFTER REFERRED TO AS THE "EMPLOYMENT") AS VICE PRESIDENT
- GLOBAL CORPORATE DEVELOPMENT 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.
(II)
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 - GLOBAL CORPORATE DEVELOPMENT, 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.