Exhibit 10.16
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 John Boisvert
("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 EXECUTIVE VICE
PRESIDENT GLOBAL BRAND MANAGEMENT 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 HIS 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 EXECUTIVE VICE PRESIDENT GLOBAL BRAND MANAGEMENT, SHALL
HAVE THOSE DUTIES AND RESPONSIBILITIES WHICH ARE ASSIGNED TO HIM DURING THE