EXECUTIVE EMPLOYMENT AGREEMENT

 

                                                                   EXHIBIT 10.27

                         EXECUTIVE EMPLOYMENT AGREEMENT

         This Agreement is made and entered into as of November 1, 1996, ("the
Effective Date") by and among Thermadyne Holdings Corporation (formerly TDII
Company), a Delaware corporation ("Holdings"), together with its subsidiaries
as herein defined (all called "the Employers") and James H. Tate ("Employee").

                              W I T N E S S E T H:

         WHEREAS, Employers desire to continue to employ Employee upon the
terms set forth herein;

         WHEREAS, Employee desires to continue to be employed by Employers and
to appropriately memorialize the terms and conditions of such employment;

         WHEREAS, Holdings is entering into this Agreement by and on behalf of
itself and each trade or business in which its ownership and the value or
voting power is at least 50% ("the Subsidiaries");

         NOW, THEREFORE, Employee and Employers, in consideration of the
agreements, covenants and conditions herein, hereby agree as follows:

1.       Basic Employment Provisions.

                 (a)      Employment and Term.  Employers hereby employ
         Employee (hereinafter referred to as "the Employment") as Senior Vice
         President and Chief Financial Officer of Holdings and Employee agrees
         to be employed by Employers in such capacities, all on the terms and
         conditions set forth herein.  The Employment shall be for a period
         ("the Employment Period")  that will (i) commence on the Effective
         Date and continue for at least three years thereafter (unless earlier
         terminated as provided herein) and (ii) renew on each anniversary of
         the Effective Date for a three-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 three 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 Senior Vice President and 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 businesses 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.

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 Two Hundred Sixty Thousand One Hundred Seventy-Five Dollars
         ($260,175) 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 65% of Employee's annual
         salary.

                 (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 and retirement plans, stock option grants, employee stock
         purchase plan grants, group life, hospitalization and other insurance
         and vacations, on a basis no less favorable than as of the date of
         this Agreement.  Holdings undertakes to file a registration statement
         with the Securities and Exchange Commission relating to the exercise
         of any stock options granted to Employee and resales of Holdings
         common stock acquired upon such exercise, to cause such registration
         statement to be declared effective, and to maintain the effectiveness
         of such registration statement throughout the duration of such stock
         options.

3.       Termination.

                 (a)      Death or Disability.  The Employment of Employee
         under this Agreement shall terminate automatically upon the death or
         total disability of

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         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) fraud or dishonesty which
         results in substantial personal enrichment at the expense of the
         Employers, (ii) competition with Employers or any subsidiary of
         Employers, or unauthorized use of any of Employers' or any such
         subsidiary's trade secrets or confidential information which results
         in a significant injury to the Employers or (iii) continued gross
         neglect by Employee of the duties assigned to him by the Board (if
         such neglect continues for thirty (30) days after written notice from
         the Board, which notice shall define the duties being neglected by
         Employee).

                 (c)      Without Cause.  Any of 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 the failure of the
         Employers to comply with the terms of this Agreement, or upon receipt
         of notice from the Employers that the Employment Period shall not be
         renewed as described in Section 1(a) above.

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 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 (d)
         above, no further compensation or benefits shall be paid to Employee
         after 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.

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                 (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 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 the period remaining in
         the Employment Record immediately prior to such termination 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.

5.       Expense Reimbursement.  Upon the submission of properly documented
         expense account reports, Employers shall reimburse Employee for all
         reasonable 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.

6.       Assignment.  This Agreement and all of the provisions hereof shall be
         binding upon and inure to the benefit of the parties hereto and their
         respective successors and permitted assigns, but neither this
         Agreement nor any of the rights, interests or obligations hereunder
         shall be assigned by any of the parties hereto except that this
         Agreement and all of the provisions hereof may be assigned by
         Employers to any successor to all or substantially all their
         respective assets (by merger or otherwise) and may otherwise be
         assigned upon the prior written consent of Employee.

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, any 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 Employment about
         Employers or any subsidiary of

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         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.

8.       Agreement Not to Compete.

                 (a)      Termination for Cause.  In the event that the
         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

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         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 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).

9.       Agreement Not to Solicit Employees.  Employee agrees that, for a
         period of three (3) 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 and
         that the contact with the Employee or consultant is initiated by a
         third party on a "blind basis" such as through a head hunter.

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.

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.

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

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         the specified address or at such other address as such party may
         designate by notice:

                 Employers:             Thermadyne Holdings Corporation
                                        101 South Hanley, Suite 300
                                        St. Louis, Missouri 63105
                                        Attention:  Chief Executive Officer

                 Employee:              James H. Tate
                                        1562 Wildhorse Parkway
                                        Chesterfield, Missouri 63005

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.

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.

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.

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.

17.      Governing Law.  This Agreement shall be construed and enforced
         according to the laws of the State of Missouri.

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

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         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 to Employee's estate.

19.      Prior Employment Agreement.  This Agreement supersedes the employment
         agreement between Employee and Employers dated  October 26, 1995.

         IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first above written.

                                        EMPLOYERS:
                                        --------- 
                                        THERMADYNE HOLDINGS CORPORATION
                                        
                                        
                                        
                                        By /s/  RANDALL E. CURRAN
                                          --------------------------------------
                                        Title   Chairman of the Board, President
                                                and Chief Executive Officer   
                                        
                                        
                                        EMPLOYEE:
                                        -------- 
                                        
                                        
                                        
                                        /s/  JAMES H. TATE
                                        ----------------------------------------
                                        James H. Tate

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Basic Info X:

Name: EXECUTIVE EMPLOYMENT AGREEMENT
Type: Employment Agreement
Date: March 28, 1997
Company: Victor Technologies Group, Inc.
State: Delaware

Other info:

Date:

  • November 1 , 1996
  • October 26 , 1995

Organization:

  • Chief Financial Officer of Holdings and Employee
  • Board of Directors of Holdings
  • Securities and Exchange Commission
  • c Return of Property
  • Employers all Confidential Information
  • Employment of Employee
  • Thermadyne Holdings Corporation 101 South Hanley
  • Wildhorse Parkway Chesterfield
  • Upon Death of Employee

Location:

  • Delaware
  • United States
  • St. Louis
  • Missouri

Money:

  • $ 260,175

Person:

  • RANDALL E. CURRAN
  • James H. Tate

Percent:

  • 50 %
  • 65 %