IN THE EVENT EMPLOYEE FAILS TO SO DESIGNATE PRIOR TO HIS DEATH, OR
WITHDRAWS ALL SUCH DESIGNATIONS, SAID PAYMENTS THEREAFTER SHALL BE MADE TO
EMPLOYEE'S ESTATE.
SECTION 21.
PRIOR EMPLOYMENT AGREEMENTS.
THIS
AGREEMENT SUPERSEDES ANY AND ALL OTHER EMPLOYMENT, CHANGE-IN-CONTROL, SEVERANCE
OR SIMILAR AGREEMENTS BETWEEN EMPLOYEE AND EMPLOYERS, INCLUDING, WITHOUT
LIMITATION, THE PRIOR EMPLOYMENT AGREEMENT AND THE LETTER AGREEMENT.
EMPLOYEE
IRREVOCABLY WAIVES ALL RIGHTS, IF ANY, TO CLAIM THAT EMPLOYEE'S EMPLOYMENT UNDER
THE PRIOR EMPLOYMENT AGREEMENT WAS TERMINATED, CONSTRUCTIVELY OR OTHERWISE,
PRIOR TO THE DATE HEREOF.
SECTION 22.
JOINTLY AND SEVERALLY LIABLE.
EACH OF THE
EMPLOYERS THAT HAVE SIGNED BELOW IS A PARTY TO THIS AGREEMENT AND IS JOINTLY AND
SEVERALLY LIABLE FOR THE OBLIGATIONS OF EMPLOYERS SET FORTH IN THIS AGREEMENT.
SECTION 23.
EMPLOYEE ACKNOWLEDGEMENTS.
EMPLOYEE
ACKNOWLEDGES AND AGREES THAT (A) HE HAS READ THIS AGREEMENT; (B) HE IS FULLY
COMPETENT TO EXECUTE THIS AGREEMENT WHICH HE UNDERSTANDS TO BE CONTRACTUAL; (C)
HE EXECUTES THIS AGREEMENT OF HIS OWN FREE WILL, AFTER HAVING A REASONABLE
PERIOD OF TIME TO REVIEW, STUDY, AND DELIBERATE REGARDING ITS MEANING AND EFFECT
AND TO CONSULT WITH COUNSEL REGARDING SAME; AND (D) WITHOUT RELIANCE ON ANY
REPRESENTATION OF ANY KIND OR CHARACTER NOT EXPRESSLY SET FORTH HEREIN.
* * * * * *
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amended
and Restated Executive Employment Agreement as of the date first above written.
EMPLOYEE:
\s\ Jason Huett
Jason Huett
EMPLOYERS:
Thermadyne Holdings Corporation
By:
\s\ James H. Tate
James H. Tate
Title:
Sr. Vice President and CFO
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