Exhibit 10.20
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
as of June 1, 2004 by and among Thermadyne Holdings Corporation, a Delaware
corporation ("Holdings"), the subsidiaries of Holdings (together with Holdings,
the "Employers"), and Brian Truex ("Employee").
RECITALS
A. The Parties desire Employee to be employed by Employers in the capacity of
Executive Vice President - Global Operations; 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 EXECUTIVE VICE
PRESIDENT - GLOBAL OPERATIONS 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
JUNE 1, 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 THE CEO OR THE CEO'S DELEGATE (THE "CEO") AND, AS
THE EXECUTIVE VICE PRESIDENT - GLOBAL OPERATIONS 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.
(A)
SALARY.
EMPLOYERS SHALL