AGREEMENT

Exhibit 10.23

AGREEMENT

This Agreement, dated August 27, 2004, is among Thermadyne Holdings Corporation, a Delaware corporation, its subsidiaries, (collectively the “Company”), and Xxxxx X. Xxxx (“Executive”).

WITNESSETH:

WHEREAS, the Company and Executive entered into an Executive Employment Agreement (the “Employment Agreement”) dated June 13, 2002, which among other things set forth the terms and conditions of Executive’s employment with the Company; and,

WHEREAS, the Company has commenced a search to locate a suitable candidate for the position of Chief Financial Officer; and,

WHEREAS, Executive and the Company desire to enter into the following Agreement in settlement and cancellation of all existing and prior agreements between them concerning Executive’s employment by the Company;

NOW THEREFORE, the parties agree as follows:

1.             Resignation from Current Positions.  On the earlier of: 1) the date the Company hires a new Chief Financial Officer, or 2) November 12, 2004 (which earlier date is hereinafter referred to as the “Resignation Date”), Executive shall cease to be Senior Vice President Chief Financial Officer, and cease to be an officer, or director of the Company.

2.             Appointment. On the Resignation Date, the Executive shall be employed by Thermadyne Holdings Corporation in the position of Financial Project Leader (“FPL”) for a period of one year, at which time the Executive shall cease to be an employee of Thermadyne Holdings Corporation. In the position of FPL, Executive shall be available to the Company on an as needed basis and shall perform reasonable tasks and projects as assigned by, and at the direction of, the Chief Executive Officer.  The last day of the one year assignment to the position of FPL is referred to in this Agreement as the Termination Date.

3.             Announcement.  (a) On the Resignation Date, the Company will announce Executive’s resignation from the positions described in Section 1 and appointment to the position described in Section 2.  Neither party shall disclose the terms of this Agreement to any one other than, on a confidential basis, his or its financial and legal advisors or, in Executive’s case, his family. The Company shall not disclose the terms within the Company except to those who have a legitimate business reason or need to know.

(b)  The parties shall use his or its best efforts not to make any statements or take any action that may be derogatory or disparaging to the reputation of the other (or, in Executive’s case, to the reputation of any of the Company’s subsidiaries and affiliates).

(c)  Nothing in this Agreement shall preclude either party from truthful statements or disclosures that are required by applicable law or regulation, or from taking any position or from disclosing the terms of this Agreement in prosecuting or defending any judicial, administrative or arbitration proceeding arising hereunder.

(d)  If requested by the Executive, the Chief Executive Officer of the Company shall provide the Executive with a mutually agreeable positive letter of recommendation setting forth the dates of Executive’s employment, his duties, his voluntary resignation, and his positive contributions to the Company.

4.  Compensation.  (a) In consideration for cancellation of the Employment Agreement (except to the extent the provisions of the Employment Agreement are expressly preserved in this Agreement) and in consideration for any services rendered by the Executive prior to the Termination Date, the Executive shall be entitled to compensation at the rate of $336,295 per year (the “Cash Compensation”) through the Termination Date. The Cash Compensation will be paid in accordance with the Company’s ordinary payroll practices.

(b)  Until the Resignation Date, the Executive will continue to receive the following benefits accorded to him by the Employer prior to signing this Agreement: 1) medical and dental insurance; 2) life insurance; 3) disability insurance; 4) country club reimbursement, 5) annual personal tax preparation, and 6) car allowance.

(c)  From the Resignation date through the Termination Date, the Executive will receive the following benefits accorded to him by the Employer prior to the Resignation Date: 1) medical and dental insurance; 2) life insurance; 3) disability insurance; and 4) car allowance.   During this time, the Executive will not receive a) country club reimbursement, or b) annual personal tax preparation.

(d)  The Termination Date will constitute a COBRA qualifying event.

5.  Offset:  Notwithstanding anything to the contrary herein, if the Executive should receive pay or benefits from any third party for his work or employment (whether as an employee, consultant, partner, or independent contractor, but excluding pay or benefits for services provided as a member of any Board of Directors) performed between the Resignation Date and Termination Date,  then the amount of Cash Compensation and/or benefits paid to the Executive under this Agreement will be offset by the same amount he is entitled to for such other work.

6.  Surviving Clauses:  Executive acknowledges that Sections 7 (Confidential Information), Section 8 (Non-Compete), and Section 9 (Non-Solicitation) of the Employment Agreement survive the termination of the Employment Agreement and remain in full force and effect until the Termination Date. Collectively, these provisions of the Employment Agreement are referred to herein as the “Restrictions”.

7.  Return of Records; Intellectual Property; Cooperation.  Executive shall return to the Company immediately all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom, in any way relating to the business of the Company or any of its affiliates, except that he may retain personal notes, notebooks and diaries.  Executive further agrees that he shall not retain or use for his account at any time any trade name, trademark, service xxxx or other proprietary business designation used or owned in connection with the business of the Company or any of its affiliates.

8.  Specific Performance and Other Remedies.  Executive acknowledges and agrees that the Company has no adequate remedy at law for a breach or threatened breach by Executive of any of the provisions of this Agreement and, in recognition of this fact, Executive agrees that, in the event of a breach or threatened breach by Executive of any provisions hereof, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.  Nothing in this Agreement shall be construed as prohibiting the Company from pursuing any other remedies at law or in equity that it may have or any other rights that it may have under the Restrictions.

9.  Release; Indemnification.  The parties agree that the Executive has twenty-one (21) days to consider the meaning and effect of this Agreement and has been advised to consult with an attorney prior to executing this Agreement.  The parties agree that the Executive has seven days after signing this Release to notify the Company of his intention to revoke this Agreement. In consideration of the foregoing agreements, and except for those obligations created by, or expressly assumed or retained in, this Agreement, the Company and Executive hereby agree to and do fully and completely release, discharge and waive any and all claims, complaints, causes of action; actions, suits, debts, sums of money, contracts, controversies, agreements, promises, or demands of whatever kind, in law or in equity, which either such party ever had, now has or which such party, such party’s heirs, executors or administrators may have against each other and their respective successors and assigns, and (in the case of the Company and its subsidiaries, affiliates, predecessors, successors and assigns) each and all of their officers, directors, partners, associates, agents, shareholders and employees by reason of any event, matter, cause or thing which has occurred to the date of execution of this Agreement (hereinafter “Claims”).  Executive understands and accepts that this Agreement specifically covers, but is not limited to, any and all Claims which Executive has or may otherwise have against the Company relating in any way to compensation, or to any other terms, conditions or circumstances of Executive’s employment with the Company and to his termination of such employment as contemplated hereby, whether for severance or based on statutory or common law claims for employment discrimination (including any claims under the Age Discrimination in Employment Act), wrongful discharge, breach of contract or any other theory, whether legal or equitable.  Similarly, Company is acknowledging that it understands and accepts that pursuant to this Agreement, it is giving Executive a full release from any claims Company may have against him, except for Executive’s obligations under this Agreement.  Notwithstanding the foregoing, in no event shall Executive be deemed by

this Section to have released any rights or claims Executive may have for payments or benefits under this Agreement, including pursuant to any benefit program or policy under which rights are created or prescribed by this Agreement.  Executive shall continue to be entitled to indemnification from the Company to the fullest extent permitted under the Company’s bylaws and charter and in accordance with Delaware law.

10.  Miscellaneous.

(a)  Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri without reference to principles of conflict of laws.

(b)  Entire Agreement/Amendments.  This Agreement contains the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes in their entirety any and all prior understandings and agreements between the parties with respect thereto, whether written or oral, including without limitation the Employment Agreement, except as to the Restrictions.  This Agreement may not be changed, modified or discharged except by a written agreement signed by the parties hereto.

(c)  No Waiver.  The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.  Any such waiver must be in writing and signed by Executive or an authorized officer of the Company, as the case may be.

(d)  Severability.  It is expressly understood and agreed that although Executive and the Company consider the Restrictions to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory restriction in the Restrictions is an unenforceable restriction against Executive, such provision shall not be rendered void but shall be deemed amended to apply to such maximum time and territory, if applicable, or otherwise to such maximum extent as such court may judicially determine or indicate to be enforceable.  Alternatively, if any court of competent jurisdiction finds that any of the Restrictions is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.  If any one or more of the other provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

(e)  Assignment.  This Agreement shall not be assignable by Executive and shall be assignable by the Company only pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company.  The Company’s obligations to pay Executive shall be binding upon any purchaser of substantially all of its assets as well as to any entity into which the Company is merged. No rights or obligations of Executive under this

Agreement may be assigned or transferred by Executive other than his rights to compensation and benefits, which may be transferred only by will or operation of law.

(f)  Successors; Binding Agreement; Third Party Beneficiaries.  This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, heirs, devisees and legatees of the parties hereto.

(g)  Non-Admission.  By executing this Agreement, neither Executive nor Company is admitting to any wrong-doing, nor addressing whether the Company has  “cause,” as defined in Executive’s Employment Agreement to terminate Executive’s employment.

(h)  Communications.  For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or two business days after being mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the execution page of this Agreement, provided that all notices to the Company shall be directed to the attention of the General Counsel of the Company or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

(i)  Withholding.  The Company may withhold from any and all amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(j)  Survivorship.  The respective rights and obligations of the parties hereunder shall survive to the extent necessary to the agreed preservation of such rights and obligations.

(k)  Acknowledgment.  Executive hereby acknowledges that he has carefully read this Agreement, fully understands and accepts all of its provisions and signs it voluntarily of his own free will.  Executive further acknowledges that he has been provided a full opportunity to review and reflect on the terms of this Agreement and to seek the advice of legal counsel of his choice.

(l)  Capitalized Terms.  Capitalized terms not otherwise defined herein shall have meanings given such terms in the Employment Agreement.

(m)  Counterparts.  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

(n)  Headings.  The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

Xxxxx X. Xxxx

\s\ Xxxxx X. Xxxx

Address of Executive:

00000 Xxxxxxxxx Xxxxx

Xxxxxxxxxxxx, XX 00000

EMPLOYERS:

	Thermadyne Holdings Corporation
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Thermadyne Industries, Inc.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Xxxxxx Equipment Company
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Thermadyne International Corp.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer

	Tweco Products, Inc.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Thermal Dynamics Corp.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Stoody Company
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Thermal Arc, Inc.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	C&G Systems Holding, Inc.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	C&G Systems, Inc.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer

	Thermadyne Italia, Srl.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Thermadyne Australia Pty Ltd.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Thermadyne Asia/Pacific Pte Ltd.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Thermadyne Japan, Ltd.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Palco Trading Company
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Thermadyne Foreign Sales Corporation
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer

	Thermadyne South America Holdings, Ltd.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Thermadyne South Africa (Pty) Ltd.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Maxweld & Braze (Pty) Ltd.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	GenSet S.p.A.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Tecmo Srl
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Ocim Srl
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer

	Tec Mo Cut Srl
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Tec Mo Control Srl
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	BBM Srl
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Duxtech Pty. Ltd.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Cigweld Group Pty. Ltd.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Quetala Pty. Ltd.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer

	Quetack Pty. Ltd.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Quetala Unit Trust
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Thermadyne Brazil Holdings, Ltd.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Thermadyne Xxxxxx Ltda.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Thermadyne Chile Holdings, Ltd
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Soltec SA
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer

	Meltalservice S.A.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Thermadyne do Brasil Ltda.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Thermadyne Industries Ltd.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Thermadyne Cylinder Co.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Canadian Cylinder Company
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Thermadyne Receivables, Inc.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer

	MECO Holding Company
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Protip Corporation
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Thermadyne Welding Products Canada, Ltd.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Thermadyne de Mexico S.A. de C.V.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Tweco de Mexico S.A. de C.V.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Xxxxxx Equipment de Mexico S.A. de C.V.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer

	Cigweld Group Pty. Ltd.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Philippine Welding Equipment, Inc.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Cigweld Property Holdings, Inc.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Thermal Arc Phils, Inc.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Cigweld Philippines, Inc.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Thermadyne Asia SDN BHD
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer

	Thermadyne Korea Ltd.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	PT Thermadyne Utama
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	PT Cigweld Indonesia
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Thermadyne Hong Kong Ltd.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Cigweld Malaysia SDN
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer
	Thermadyne Thailand Co. Ltd.
	By:	\s\ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
	Title:	Chief Executive Officer