Exhibit 10.21
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"), the
subsidiaries of Holdings (together with Holdings, the "Employers"), and Patricia
S. Williams ("Employee").
RECITALS
1.
HOLDINGS, TOGETHER WITH THE OTHER EMPLOYERS, HAVE EMERGED FROM
BANKRUPTCY UNDER CHAPTER 11 OF TITLE 11 OF THE UNITED STATES CODE AS A PUBLIC
COMPANY, AND MANAGEMENT OF EMPLOYERS INTEND TO OPERATE AND CONDUCT THE
RESPECTIVE BUSINESSES OF EMPLOYERS TO THE BEST OF THEIR ABILITY.
2.
EMPLOYERS AND EMPLOYEE ARE PARTIES TO AN AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT DATED JUNE 13, 2002 (THE "PRIOR EMPLOYMENT
AGREEMENT").
3.
THIS AGREEMENT AMENDS, RESTATES AND SUPERCEDES THE PRIOR
EMPLOYMENT AGREEMENT IN ITS ENTIRETY.
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 GENERAL COUNSEL
AND CORPORATE SECRETARY 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 ONE YEAR THEREAFTER
(UNLESS EARLIER TERMINATED AS PROVIDED HEREIN) AND (II) RENEW ON EACH
ANNIVERSARY OF THE EFFECTIVE DATE 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 90 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 ("NON-RENEWAL NOTICE").
A NON-RENEWAL NOTICE
SHALL BE DEEMED GIVEN ON THE DATE IT IS RECEIVED BY 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 HER THEN CURRENT BASIC COMPENSATION AND BENEFITS (TO THE SAME EXTENT
AS PROVIDED IN SECTION 4(D) IN THE EVENT OF A TERMINATION WITHOUT CAUSE)
HEREUNDER, SUCH AMOUNT AND BENEFITS WILL CONTINUE TO BE PAID IN ACCORDANCE WITH
THE PAYROLL PRACTICES OF EMPLOYERS FOR A PERIOD EQUAL TO TWELVE (12) 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 GENERAL COUNSEL AND CORPORATE SECRETARY, SHALL HAVE
THOSE DUTIES AND RESPONSIBILITIES WHICH ARE ASSIGNED