EXHIBIT 10.35
AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this
"Agreement") is made and entered into as of June 13, 2002 by and among
Thermadyne Holdings Corporation, a Delaware corporation ("Holdings"), the
subsidiaries of Holdings signatory hereto (together with Holdings, the
"Employers"), and Xxxxx X. Xxxx ("Employee").
RECITALS
A. Employers commenced voluntary cases under chapter 11 of title 11 of
the United States Code (the "Bankruptcy Code") on November 19, 0000 (xxx
"Xxxxxxxx Xxxx") xx xxx Xxxxxx Xxxxxx Bankruptcy Court for the Eastern Division
of the Eastern District of Missouri (the "Bankruptcy Court").
B. On March 13, 2002, Employers filed with the Bankruptcy Court a
Motion Pursuant to Sections 105(a), 363(b)(1), and 365 of the Bankruptcy Code
for an Order Approving the Adoption of a Key Employee Retention Program and the
Assumption of Employment Agreements (the "Motion"). On May 13, 2002, Employers
filed with the Bankruptcy Court a Supplemental Motion for Order Approving the
Adoption of Modified Key Employee Retention Program (the "Supplemental Motion").
On May 28, 2002, Employers filed with the Bankruptcy Court a Joint Stipulation
by and between Employers and the Official Creditors' Committee Approving
Employers Supplemental Motion for Order Approving Adoption of Modified Key
Employee Retention Program, as Amended, was filed (the "Joint Stipulation").
C. On May 28, 2002, the Bankruptcy Court entered an Order (the "Order")
approving the Joint Stipulation.
D. Certain of Employers and Employee are parties to (i) the Executive
Employment Agreement dated May 22, 1998, (ii) the First Amendment to Executive
Employment Agreement dated June 8, 2000, (iii) the Supplement to Executive
Employment Agreement dated June 8, 2000, and (iv) the Second Supplement to
Executive Employment Agreement dated August 16, 2001 (collectively, the "Prior
Employment Agreements").
E. Pursuant to Section 365 of the Bankruptcy Code and the Joint
Stipulation, Employers desire to assume the Prior Employment Agreements subject
to the amendments thereto that were approved by the Bankruptcy Court pursuant to
the Order and that are set forth in this Agreement.
F. This Agreement amends, restates and supercedes the Prior Employment
Agreements in their 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:
SECTION 1. Basic Employment Provisions.
(a) Employment and Term. Employers hereby employ Employee (hereinafter
referred to as the "Employment") as Chief Financial Officer of Holdings 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 May 22, 1998 (the "Effective
Date") and continue for at least two years thereafter (unless earlier terminated
as provided herein) and (ii) renew on each anniversary of the Effective Date for
a two-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 two years 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.
(b) Duties. Employee shall be subject to the direction and supervision
of the Board of Directors of Holdings (the "Board") and, as the Chief Financial
Officer of Holdings, shall have those duties and responsibilities which are
assigned to him during the Employment Period by the Board consistent with his
positions, provided that the Board shall not assign any greater duties or
responsibilities to the Employee than are necessary to the Employee's faithful
and adequate supervision of the overall management and business of the
Employers. The Board shall not take any action which results in a diminution of
Employee's position, authority, duties or responsibilities as of the date hereof
The parties expressly acknowledge that the Employee shall devote all of his
business time and attention to the transaction of the Employer's 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 pay to Employee during the Employment
Period a salary as basic compensation for the services to be rendered by
Employee hereunder. The initial amount of such salary shall be $326,500 per
annum. Such salary shall be reviewed no less frequently than annually by the
Board and may be increased upon the approval of the Board in its sole
discretion. Such salary shall accrue and be payable in accordance with the
payroll practices of Employers' subsidiary or subsidiaries in effect from time
to time. All such payments shall be subject to deduction and withholding
authorized or required by applicable law.
(b) Bonus. During the Employment Period, Employee shall additionally
participate in an annual bonus plan providing for an annual bonus opportunity of
not less than (i) 50% of Employee's annual salary with respect to the 2002
calendar year and (ii) 75% of Employee's annual salary for calendar years
thereafter, in each case in accordance with the terms set forth in Employers'
Management Incentive Plan.
(c) Benefits. During the Employment Period, Employee shall be entitled
to participate in such other employee benefit plans, programs and arrangements
as are customarily accorded the executives of Employers, including without
limitation, tax qualified profit sharing
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and retirement plans, group life, hospitalization and other insurance and
vacations (but excluding stock option and other stock- or equity-based
compensation plans), on a basis no less favorable than as of the date of this
Agreement. Without limiting the foregoing, the employee benefit plans, programs
and arrangements in which Employee shall be entitled to participate during the
Employment Period shall be no less generous, in the aggregate, than those in
which such Employee was entitled to participate immediately prior to the
consummation of the merger between Holdings and Mercury Acquisition Corporation.
SECTION 3. Termination.
(a) Death or Disability. Employment of Employee under this Agreement
shall terminate automatically upon the death or total disability of Employee.
For the purpose of this Agreement, "total disability" shall be deemed to have
occurred if Employee shall have been unable to perform the duties of his
Employment due to mental or physical incapacity for a period of six (6)
consecutive months.
(b) Cause. The Board may terminate the Employment of Employee under
this Agreement for Cause. For the purposes of this Agreement, "Cause" shall be
deemed to be (i) dishonesty by Employee that results in substantial personal
enrichment at the expense of the Employers or (ii) demonstratively willful
repeated violations of Employee's obligations under this Agreement which are
intended to result in material injury to the Employers.
(c) Without Cause. Any of the Employers, acting alone, may terminate
the Employment of Employee under this Agreement without Cause.
(d) Constructive Termination. Employee may elect to terminate his
Employment under this Agreement upon a Constructive Termination Without Cause,
as defined below. For purposes of this Agreement, "Constructive Termination
Without Cause" shall mean a termination of the Employee's employment at his
initiative following the occurrence, without the Employee's prior written
consent, of one or more of the following events:
(i) receipt of notice from the Employers that the Employment
Period shall not be renewed as described in Section 1(a) above;
(ii) any failure by the Employers to comply with any of the
provisions of this Agreement, other than an isolated, insubstantial and
inadvertent failure not occurring in bad faith and which is remedied by
the Employers promptly after receipt of notice thereof given by the
Employee;
(iii) any reduction in any form of compensation, fringe
benefit, deferred compensation plan or perquisite applicable to the
Employee immediately prior to the date hereof, including any reduction
in salary or any reduction in bonus percentage;
(iv) the loss of any of the Employee's titles or positions in
effect as of the date hereof;
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(v) any change in the position to which the Employee reports
or the positions that report to the Employee as of the date hereof
(reporting relationships);
(vi) the assignment to the Employee of any duties inconsistent
in any respect with the Employee's position (including status, offices,
titles and reporting relationships), authority, duties or
responsibilities as in effect as of the date hereof, or any other
action by the Employers which results in a diminution in such position,
authority, duties or responsibilities excluding an isolated,
insubstantial and inadvertent action not taken in bad faith and which
is remedied by the Employers promptly after receipt of notice thereof
given by the Employee;
(vii) the relocation of the Employee's office location as
assigned to him by the Employers, to a location more than 25 miles from
his office location as of the date hereof;
(viii) any purported termination by the Employers of the
Employee's employment otherwise than as expressly permitted by Section
3(b) of this Agreement; and
(ix) any failure by the Employers to comply with and satisfy
the provisions of Section 6 hereof, or failure by any successor
(whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of
the Employers to assume expressly and agree to perform this Agreement
in the same manner and to the same extent the Employers would be
required to perform it if no such succession had taken place, provided,
in either case, that the successor contemplated by Section 6 hereof has
received, at least 10 days prior to the giving of notice of
constructive termination by the Employee, written notice from the
Employers or the Employee of the requirements of the provisions of
Section 6 or of such failure.
For purposes of this Agreement any good faith determination of "Constructive
Termination Without Cause" made by the Employee shall be conclusive.
SECTION 4. Compensation Following Termination.
(a) Death or Disability. If the Employment Period is terminated
pursuant to the provisions of Section 3(a) above, this Agreement shall
terminate, and no further compensation shall be payable to Employee except that
Employee or Employee's estate, heirs or beneficiaries, as applicable, shall be
entitled, in addition to any other benefits to which Employee is or may become
entitled under any benefit plan, to receive Employee's then current basic
compensation, plus an amount in lieu of bonus, which amount shall be determined
as the average bonus received by Employee under Section 2(b) hereof for the
appropriate period (prorated for partial portions thereof) for the previous 24
months hereunder and all other benefits to which Employee would otherwise be
entitled hereunder during the Employment Period for a period of 24 months from
the date the Employment Period terminates.
(b) Termination for Cause or Voluntary Termination. If the Employment
Period is terminated for Cause or voluntarily by the Employee for reasons other
than those described in Section 3(a) or 3(d) above, no further compensation or
benefits shall be paid to Employee after
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the date of termination, but Employee shall be entitled to receive benefits to
which he is or may become entitled pursuant to any benefit plan.
(c) Termination Without Cause; Constructive Termination. If the
Employment Period is terminated pursuant to Section 3(c) or 3(d) above, Employee
shall be entitled to continue to receive from Employers his then current basic
compensation hereunder, plus an amount in lieu of bonus, which amount shall be
determined as the average bonus received by Employee under Section 2(b) hereof
for the appropriate period (prorated for partial portions thereof) for the
previous 24 months, such amount to continue to be paid in accordance with the
payroll practices of Employers for a period equal to 24 months and Employee
shall further be entitled during such period both to continue to receive the
benefits to which he would otherwise be entitled during the Employment Period
pursuant to Section 2(c) above and to reimbursement for expenses incurred by
Employee to own and maintain an automobile as contemplated by Section 5 below.
Such continuation of compensation, benefits and automobile expenses shall
continue for the period described above notwithstanding any earlier death or
reemployment of Employee.
SECTION 5. Expense Reimbursement. Upon the submission of properly
documented expense account reports, Employers shall reimburse Employee for all
reasonable business-related travel and entertainment expenses incurred by
Employee in the course of his Employment with Employers and for expenses
incurred by Employee to own and maintain an automobile.
SECTION 6. Assignability; Binding Nature. This Agreement shall be
binding and inure to the benefit of the parties, and their respective
successors, heirs (in the case of Employee) and assigns. No obligations of the
Employers under this Agreement may be assigned or transferred by the Employers
except that such obligations shall be assigned or transferred (as described
below) pursuant to a merger or consolidation of Holdings in which Holdings is
not the continuing entity, or the sale or liquidation of all or substantially
all of the assets of the Employers, provided that the assignee or transferee is
the surviving entity or successor to all or substantially all of the assets of
the Employers and such assignee or transferee assumes the liabilities,
obligations and duties of the Employers, as contained in this Agreement, either
contractually or as a matter of law. As used in this Agreement, the "Employers"
and "Holdings" shall mean the Employers and Holdings as hereinbefore defined,
respectively, and any successor to their business and/or assets as aforesaid
which assumes and agrees to perform this Agreement by operation of law, or
otherwise.
SECTION 7. Confidential Information.
(a) Non-Disclosure. During the Employment Period or at any time
thereafter, irrespective of the time, manner or cause of the termination of this
Agreement, Employee will not directly or indirectly reveal, divulge, disclose or
communicate to any person or entity, other than authorized officers, directors
and employees of the Employers, in any manner whatsoever, and Confidential
Information (as hereinafter defined) of Employers or any subsidiary of Employers
without the prior written consent of the Board.
(b) Definition. As used herein, "Confidential Information" means
information disclosed to or known by Employee as a direct or indirect
consequence of or through the
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Employment about Employers or any subsidiary of Employers, or their respective
businesses, products and practices which information is not generally known in
the business in which Employers or any subsidiary of Employers is or may be
engaged. However, Confidential Information shall not include under any
circumstances any information with respect to the foregoing matters which is (i)
available to the public from a source other than Employee, (ii) released in
writing by Employers to the public or to persons who are not under a similar
obligation of confidentiality to Employers and who are not parties to this
Agreement, (iii) obtained by Employee from a third party not under a similar
obligation of confidentiality to Employers, (iv) required to be disclosed by any
court process or any government or agency or department of any government, or
(v) the subject of a written waiver executed by either Employers for the benefit
of Employee.
(c) Return of Property. Upon termination of the Employment, Employee
will surrender to Employers all Confidential Information, including without
limitation, all lists, charts, schedules, reports, financial statements, books
and records of the Employers or any subsidiary of the Employers, and all copies
thereof, and all other property belonging to the Employers or any subsidiary of
the Employers, provided Employee shall be accorded reasonable access to such
Confidential Information subsequent to the Employment Period for any proper
purpose as determined in the reasonable judgment of any of the Employers.
SECTION 8. Agreement Not to Compete.
(a) Termination for Cause. In the event that Employee is terminated for
Cause or voluntarily terminates his Employment with Employers other than as a
constructive termination, Employee hereby agrees that for a period of one (1)
year following such termination, he shall not, either in his own behalf or as a
partner, officer, director, employee, agent or shareholder (other than as the
holder of less than 5% of the outstanding capital stock of any corporation with
a class of equity security registered under Section 12(b) or Section 12(g) of
the Securities Exchange Act of 1934, as amended) engage in, invest in or render
services to any person or entity engaged in the businesses in which Employers or
any subsidiary of Employers are then engaged and situated within any country.
Nothing contained in this Section 8(a) shall be construed as restricting the
Employee's right to sell or otherwise dispose of any business or investments
owned or operated by Employee as of the date hereof.
(b) Termination Without Cause or for Disability; Constructive
Termination. In the event that the Employment of Employee is terminated by
Employers without Cause or as a result of the total disability of Employee or by
Employee as a constructive termination, Employee hereby agrees that during the
period that Employee accepts payments from the Employers pursuant to Section
4(a) or Section 4(c) above, as applicable, neither he nor any affiliate shall,
either in his own behalf or as a partner, officer, director, employee, agent or
shareholder (other than as the holder of less than 5% of the outstanding capital
stock of any corporation with a class of equity security registered under
Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, as
amended) engage in, invest in or render services to any person or entity engaged
in the businesses in which Employers or any subsidiary of Employers is then
engaged and situated within any country. Nothing contained in this Section 8(b)
shall be construed as restricting the Employee's right to sell or otherwise
dispose of any business or investments owned or operated by Employee as of the
date hereof. In the event of Employee's
6
violation of the provisions of Section 8(b), the right of Employee to receive
any further payment pursuant to Section 4(a) or 4(c) above, as applicable, shall
immediately terminate and the Employers shall be entitled to secure
reimbursement from Employee for all payments made to Employee subsequent to the
date of any such violation. The parties hereto hereby acknowledge and agree that
the provisions of the immediately preceding sentence shall be the sole and
exclusive remedy of the Employers in respect of any violation of this Section
8(b).
SECTION 9. Agreement Not to Solicit Employees. Employee agrees that,
for a period of two (2) years following the termination of the Employment
Period, other than by Employers without Cause or as a result of the total
disability of Employee or by Employee as a constructive termination, and only by
reason of voluntary termination or termination for Cause, neither he nor any
affiliate shall, on behalf of any business engaged in a business competitive
with Employers or any subsidiary of Employers, solicit or induce, or in any
manner attempt to solicit or induce any person employed by, or any agent of,
either of Employers or any subsidiary of Employers to terminate his employment
or agency, as the case may be, with either of Employers or such subsidiary;
provided that such limitations shall not apply if the contact with the Employee
or consultant is initiated by a third party on a "blind basis" such as though a
head hunter.
SECTION 10. No Violation. Employee hereby represents and warrants to
Employers that the execution, delivery and performance of this Agreement by
Employee does not, with or without the giving of notice or the passage of time,
or both, conflict with, result in a default, right to accelerate or loss of
rights under any provision of any agreement or understanding to which the
Employee or, to the best knowledge of Employee, any of Employee's affiliates are
a party or by which Employee, or to the best knowledge of Employee, Employee's
affiliates may be bound or affected.
SECTION 11. Captions. The captions, headings and arrangements used in
this Agreement are for convenience only and do not in any way affect, limit or
amplify the provisions hereof.
SECTION 12. Notices. All Notices required or permitted to be given
hereunder shall be in writing and shall be deemed delivered, whether or not
actually received, two days after deposited in the United States mail, postage
prepaid, registered or certified mail, return receipt requested, addressed to
the party to whom notice is being given at the specified address or at such
other address as such party may designate by notice:
Employers: Thermadyne Holdings Corporation
Attn: Chief Executive Officer
000 Xxxxx Xxxxxx Xxxx, Xxxxx 000
Xx. Xxxxx, XX 00000
Fax: 000-000-0000
and
Thermadyne Holdings Corporation
Attn: General Counsel
000 Xxxxx Xxxxxx Xxxx, Xxxxx 000
0
Xx. Xxxxx, XX 00000
Fax: 000-000-0000
Employee: c/o Thermadyne Holdings Corporation
000 Xxxxx Xxxxxx Xxxx, Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000
SECTION 13. Invalid Provisions. If any provision of this Agreement is
held to be illegal, invalid or unenforceable under present or future laws, such
provisions shall be fully severable, and this Agreement shall be construed and
enforced as if such illegal, invalid or unenforceable provision had never
comprised a part of this Agreement; the remaining provisions of this Agreement
shall remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance for this Agreement. In
lieu of each such illegal, invalid or unenforceable provision, there shall be
added automatically as part of this Agreement a provision as similar in terms to
such illegal, invalid or unenforceable provision as may be possible and be
legal, valid and enforceable.
SECTION 14. Amendments. This Agreement may be amended in whole or in
part only by an instrument in writing setting forth the particulars of such
amendment and duly executed by an officer of Employers and by Employee.
SECTION 15. Waiver. No delay or omission by any party hereto to
exercise any right or power hereunder shall impair such right or power to be
construed as a waiver thereof. A waiver by any of the parties hereto of any of
the covenants to be performed by any other party or any breach thereof shall not
be construed to be a waiver of any succeeding breach thereof or of any other
covenant herein contained. Except as otherwise expressly set forth herein, all
remedies provided for in this Agreement shall be cumulative and in addition to
and not in lieu of any other remedies available to any party at law, in equity
or otherwise.
SECTION 16. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall constitute an original, and all of which
together shall constitute one and the same Agreement.
SECTION 17. Governing Law. This Agreement shall be construed and
enforced according to the laws of the State of Missouri.
SECTION 18. Payment Upon Death of Employee. In the event of the death
of Employee during the term hereof, any unpaid payments due either prior to
Employee's death or after Employee's death shall be payable as designated by
Employee in writing to Employers. In the event of the death of all such persons
so designated by Employee, either prior to the death of the Employee or during
any time when payments are due as provided herein, or in the event Employee
fails to so designate, or withdraws all such designations, said payments
thereafter shall be made to the Employee or the Employee's estate.
SECTION 19. Prior Employment Agreements. This Agreement supersedes any
and all other employment, change-in-control, severance or similar agreements
between Employee and Employers.
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SECTION 20. 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 21. Acknowledgement. As a condition to Employers' assumption of
the Prior Agreements and execution of this Agreement, Employee hereby
acknowledges and agrees as follows:
(a) Assumption of the Prior Agreements and execution of this Agreement
shall in no manner be deemed to be a commitment by Employers to continue the
Employment of Employee on or after the effective date of any chapter 11 plan of
reorganization of any Employer, subject to the Employee's right to compensation
following termination set forth in Section 4; and
(b) Employee irrevocably waives all rights, if any, to claim that
Employee's employment under the Prior Employment Agreements was terminated,
constructively or otherwise, prior to the date hereof; and
(c) Employee agrees that all claims, if any, against the Employers
which arose prior to the Petition Date are hereby deemed to be satisfied and
Employee irrevocably waives all rights, if any, to such claims; provided,
however, this Section 21(c) shall not apply to claims for unpaid amounts of
incidental benefits such as reimbursement for out-of-pocket expenses for travel
and entertainment, or for health or dental benefits, vacation pay, automobile
expenses and the like.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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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/ XXXXX X. XXXX
---------------------------------------
Xxxxx X. Xxxx
EMPLOYERS:
THERMADYNE HOLDINGS CORPORATION
By: /s/ XXXXXXXX X. XXXXXXXX
----------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
THERMADYNE MFG. LLC
By: /s/ XXXXXXXX X. XXXXXXXX
----------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
THERMADYNE INDUSTRIES, INC.
By: /s/ XXXXXXXX X. XXXXXXXX
----------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
THERMADYNE CAPITAL CORP.
By: /s/ XXXXXXXX X. XXXXXXXX
----------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
XXXXXX EQUIPMENT COMPANY
By: /s/ XXXXXXXX X. XXXXXXXX
----------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
SIGNATURE PAGE TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (X. XXXX)
THERMADYNE INTERNATIONAL CORP.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
XXXXXX GAS SYSTEMS, INC.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
TWECO PRODUCTS, INC.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
THERMAL DYNAMICS CORP.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
STOODY COMPANY
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
THERMAL ARC, INC.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
SIGNATURE PAGE TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (X. XXXX)
C&G SYSTEMS HOLDING, INC.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
C&G SYSTEMS, INC.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
THERMADYNE ITALIA, SRL.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
THERMADYNE AUSTRALIA PTY LTD.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
THERMADYNE ASIA/PACIFIC PTE. LTD.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
THERMADYNE JAPAN, LTD.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
SIGNATURE PAGE TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (X. XXXX)
THERMADYNE SOUTH AMERICA HOLDINGS, LTD.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
THERMADYNE SOUTH AFRICA (PTY) LTD.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
MAXWELD & BRAZE (PTY) LTD.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
GENSET S.P.A.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
TECMO SRL
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
OCIM SRL
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
SIGNATURE PAGE TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (X. XXXX)
DUXTECH PTY. LTD.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
COMWELD GROUP PTY. LTD.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
THERMADYNE BRAZIL HOLDINGS, LTD.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
THERMADYNE XXXXXX LTDA.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
THERMADYNE CHILE HOLDINGS, LTD.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
SOLTEC SA
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
SIGNATURE PAGE TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (X. XXXX)
THERMADYNE DO BRASIL LTDA.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
THERMADYNE INDUSTRIES LTD.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
THERMADYNE CYLINDER CO.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
MECO HOLDING COMPANY
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
MODERN ENGINEERING COMPANY, INC.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
THERMADYNE WELDING PRODUCTS CANADA, LTD.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
SIGNATURE PAGE TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (X. XXXX)
THERMADYNE DE MEXICO S.A. DE C.V.
By: /s/ XXXXXXXX X. XXXXXXXX
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Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
TWECO DE MEXICO S.A. DE C.V.
By: /s/ XXXXXXXX X. XXXXXXXX
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Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
ARCAIR STOODY EUROPE S.A.
By: /s/ XXXXXXXX X. XXXXXXXX
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Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
XXXXXX EQUIPMENT DE MEXICO S.A. DE C.V.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
COMWELD GROUP PTY. LTD.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
PHILIPPINE WELDING EQUIPMENT, INC.
By: /s/ XXXXXXXX X. XXXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
SIGNATURE PAGE TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (X. XXXX)
COMWELD PHILIPPINES, INC.
By: /s/ XXXXXXXX X. XXXXXXXX
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Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
THERMADYNE ASIA SDN BHD
By: /s/ XXXXXXXX X. XXXXXXXX
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Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
PT COMWELD INDONESIA
By: /s/ XXXXXXXX X. XXXXXXXX
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Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
COMWELD MALAYSIA SDN
By: /s/ XXXXXXXX X. XXXXXXXX
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Xxxxxxxx X. Xxxxxxxx
Title: Vice President & General Counsel
SIGNATURE PAGE TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (X. XXXX)
