0000950152-09-002436 Sample Contracts

AMENDMENT REGARDING IRC § 409A TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 11th, 2009 • Thermadyne Holdings Corp /De • Machine tools, metal cutting types

The Executive Employment Agreement (“Agreement”) entered into on January 28, 2004 by and among Thermadyne Holdings Corporation (“Holdings”), a Delaware corporation, and any and all the wholly owned subsidiaries of Holdings (collectively, “Employers”), and Paul Melnuk (“Employee”), is hereby amended as follows, effective as of January 1, 2005, such that, consistent with the intent of the parties, the Agreement will comply with relevant provisions of Section 409A of the Internal Revenue Code of 1986, as amended:

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 11th, 2009 • Thermadyne Holdings Corp /De • Machine tools, metal cutting types • Missouri

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 7, 2006 by and among Thermadyne Holdings Corporation, a Delaware corporation (“Holdings”), and Steven A. Schumm (“Employee”).

AMENDMENT REGARDING IRC § 409A TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 11th, 2009 • Thermadyne Holdings Corp /De • Machine tools, metal cutting types

The Executive Employment Agreement (“Agreement”) entered into on June 2003, by and among Thermadyne Holdings Corporation (“Holdings”), a Delaware corporation, and any and all the wholly owned subsidiaries of Holdings (collectively, “Employers”), and Terry Downes (“Employee”), is hereby amended as follows, effective the later of January 1, 2005 or the date of the Agreement, such that, consistent with the intent of the parties, the Agreement will comply with relevant provisions of Section 409A of the Internal Revenue Code of 1986, as amended:

RESTRICTED STOCK AWARD AGREEMENT THERMADYNE HOLDINGS CORPORATION
Restricted Stock Award Agreement • March 11th, 2009 • Thermadyne Holdings Corp /De • Machine tools, metal cutting types • Missouri

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) dated May 1, 2007, between Thermadyne Holdings Corporation (the “Company”), a Delaware corporation, and (the “Grantee”), an officer or key employee of the Company or one of its subsidiary corporations (“Subsidiary Corporation”) within the meaning of Section 424(f) of the Code.

NON-QUALIFIED STOCK OPTION AGREEMENT THERMADYNE HOLDINGS CORPORATION
Non-Qualified Stock Option Agreement • March 11th, 2009 • Thermadyne Holdings Corp /De • Machine tools, metal cutting types • Missouri

THIS NON-QUALIFIED STOCK OPTION PLAN AGREEMENT (this “Agreement”) dated May 1, 2007, between Thermadyne Holdings Corporation (the “Company”), a Delaware corporation, and (the “Optionee”), an officer or key employee of the Company or one of its subsidiary corporations (“Subsidiary Corporation”) within the meaning of Section 424(f) of the Code.

THERMADYNE HOLDINGS CORPORATION NON-EMPLOYEE DIRECTOR’S STOCK OPTION AGREEMENT
Stock Option Agreement • March 11th, 2009 • Thermadyne Holdings Corp /De • Machine tools, metal cutting types • Delaware
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