Exhibit 10.19
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 Robert D. Maddox
("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
CONTROLLER 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 VICE PRESIDENT CONTROLLER, SHALL HAVE THOSE DUTIES AND
RESPONSIBILITIES WHICH ARE ASSIGNED TO HIM DURING THE EMPLOYMENT PERIOD BY THE
CEO