Amendment To Executive Employment Agreement
Exhibit 10.31
Execution Copy
Amendment
To Executive Employment Agreement
To Executive Employment Agreement
The Executive Employment Agreement (the “AGREEMENT”) entered into as of August 7, 2006 by
and among Thermadyne Holdings Corporation (“HOLDINGS”), a Delaware corporation and Xxxxxx X.
Xxxxxx (“EMPLOYEE”), as amended as of December 31, 2008, is hereby further amended as follows,
effective as of the date hereof.
1. The Agreement is amended by deleting paragraph (b) of Section 3 thereof in its entirety and
substituting the following in lieu thereof:
“(b) Cause. The Board of Directors of Holdings may terminate the Employment of
Employee under this Agreement for Cause. For purposes of this Agreement, “Cause” shall
be deemed to be: (i) an act by Employee of (A) willful misconduct, (B) fraud, (C)
embezzlement, (D) theft or (E) any other act constituting a felony, in each case
causing or that is reasonably likely to cause material harm, financial or otherwise, to
Employers; (ii) a willful and intentional act or failure to act, which is committed by
the Employee and which causes or can be expected to imminently cause material injury to
any of the Employers that is not cured by Employee within 15 days after written notice
from the Board of Directors of Holdings specifying such act or failure to act and
requesting a cure; (iii) a willful and material breach by Employee of this Agreement
that is not cured by Employee within 15 days after written notice from the Board of
Directors of Holdings specifying the breach and requesting a cure; or (iv) habitual
abuse of alcohol, narcotics or other controlled substances which materially impairs
Employee’s ability to perform Employee’s duties hereunder that is not cured by Employee
within 15 days after written notice from the Board of Directors of Holdings specifying
such circumstances and requesting a cure. For purposes of this Agreement, no act, or
failure to act, on Employee’s part shall be deemed “willful” unless done, or omitted to
be done, by Employee not in good faith and without a reasonable belief that Employee’s
act, or failure to act, was in the best interest of Employers.”
2. Except as expressly modified hereby, the Agreement shall remain in full force and effect in
accordance with the terms and conditions thereof.
3. This Amendment may be executed in multiple counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of this 3
day of December, 2010.
EMPLOYEE
/s/ Xxxxxx X. Xxxxxx |
||
Name: Xxxxxx X. Xxxxxx |
EMPLOYER:
Thermadyne Holdings Corporation
(on behalf of itself and all wholly owned subsidiaries)
(on behalf of itself and all wholly owned subsidiaries)
By: |
/s/ Xxxxxx Xxxxx | |||
Title: President |
Signature Page to
Amendment to Executive Employment Agreement
Amendment to Executive Employment Agreement