CONSULTING AGREEMENTConsulting Agreement • May 25th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types • Delaware
This CONSULTING AGREEMENT (this “Agreement”) is entered into as of December 3, 2010, by and among Razor Merger Sub Inc., a Delaware corporation (the “Company”), Michael McLain (“McLain”), James Floyd (“Floyd”), Rahul Kapur (“Kapur”), Gary Warren (“Warren”) and John Magliana (“Magliana”, together with McLain, Floyd, Kapur and Warren, the “Consultants”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • May 25th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types • Missouri
This Separation Agreement and General Release is made and entered into as of the 10th day of May, 2011 by and between Terry Downes (hereinafter “Executive”), and Thermadyne Holdings Corporation (“Holdings”), Thermadyne Technologies Holdings Inc. (“Technologies”) and each of its subsidiaries, divisions, and affiliates (together with Holdings and Technologies all collectively referred to as “Employers” or “Releasees”). This Separation Agreement and General Release (“Agreement”) is entered into pursuant to the terms of the Third Amended and Restated Executive Employment Agreement entered into as of August 17, 2009, as amended as of December 3, 2010, by the Amendment to Third Amended and Restated Executive Employment Agreement (as amended, the “Employment Agreement”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 25th, 2011 • Thermadyne Australia Pty Ltd. • Machine tools, metal cutting types • New York
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made as of December 3, 2010, by and between Irving Place Capital Management, L.P., a Delaware limited partnership (“IPC‘) and Thermadyne Holdings Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used herein are defined in Section 11 below.
