NON-QUALIFIED STOCK OPTION AGREEMENT THERMADYNE HOLDINGS CORPORATION 2004 STOCK INCENTIVE PLAN

EXHIBIT 10.40

NON-QUALIFIED STOCK OPTION AGREEMENT
THERMADYNE HOLDINGS CORPORATION

2004 STOCK INCENTIVE PLAN

     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.

     RECITALS

     WHEREAS, the Committee or the Board of Directors of the Company (“Board”) acting as the Committee (in either case, the “Committee”) has determined that the Optionee is one of the key personnel (officer, director, or key employee) of the Company or one of its Subsidiary Corporations; and

     WHEREAS, the Committee believes the goals and objectives of the Company’s 2004 Stock Incentive Plan (the “Plan”) will be furthered by granting to the Optionee a right to purchase shares of Common Stock pursuant to the Plan (the “Stock Option”).

     NOW, THEREFORE, in consideration of the foregoing and of the mutual undertakings set forth in this Agreement, the Company and the Optionee agree as follows:

Section 1. Terms of Plan to Control

     This Agreement is subject to all the terms and conditions of the Plan, a copy of which is attached hereto as Exhibit A . Capitalized terms used in this Agreement and not otherwise defined in this Agreement are as defined in the Plan. In the event of a conflict between the Plan and this Agreement, the terms of the Plan shall control.

Section 2. Grant of Option

     2.1 Subject to the terms and conditions set forth herein and in the plan, the Company hereby grants to the Optionee a Stock Option to purchase                      shares of Common Stock of the Company. The per share exercise price will be the price at which a share of Company Stock closes on May 1, 2007.

     2.2 The Stock Option granted hereby is intended to be a Nonqualified Stock Option subject to the provisions of Section 83 of the Code.

Section 3. Exercisability

     3.1 The Stock Option will vest based on Average ROIOC (as herein defined) over a three year period, beginning in January 2007 and ending in December 2009 (the “Target Period”)

as set forth below. Subject to applicable securities laws, the Stock Option granted pursuant to this Agreement shall vest and be exercisable as of May 1, 2010 as follows:

     The parties agree and acknowledge that incremental amounts of the Stock Option will vest for Average ROIOC between 25 percent and 30 percent and between 30 percent and 35 percent. For example, if Average ROIOC is 28 percent, 53 percent of the Stock Option shall be vested and exercisable.

     3.2 The following terms shall have the following meaning when used herein:

     3.3 The award percentages are based on projections for the Target Period which were made by the Company and are set forth in the 2007 Business Plan, a copy of which projections are attached hereto and incorporated herein as Exhibit A . Said projections are based on the continued operation of the Company and its Subsidiary Corporations in their current ordinary course during the Target Period. The parties agree and acknowledge that Invested Operating Capital and Adjusted Operating EBITDA may be recast by the Company to adjust for any unforeseen extraordinary circumstance that may occur during the Target Period, including, but not limited to, a change in accounting methods, the discontinued operations of a Subsidiary Corporation or a division, or the sale or acquisition of a business or brand.

     3.4 Subject to Section 5, the Stock Option shall expire and cease to be exercisable ten years after the date of this Agreement, or on such earlier date as may be provided herein.

     3.5 The Stock Option may be partially exercised from time to time within the limits on exercisability set forth in Section 3.1.

Section 4. Method of Exercise

     The Stock Option or any part thereof may be exercised only by the giving of written notice to the Secretary of the Company, which notice shall state the election to exercise the Stock Option and the number of whole shares of Common Stock with respect to which the Stock Option is being exercised. Such notice must be accompanied by payment of the full purchase price for the number of shares of Common Stock purchased. Such payment shall be made: (a) in immediately available funds (or the equivalent thereof acceptable to the Company) or (b) in such other consideration as the Committee deems appropriate, including, but not limited to, shares of Common Stock owned by the Optionee, or a combination of cash and other consideration having a total Fair Market Value, as so determined, equal to the full purchase price. Subject to Section 6 and as soon as practicable after it receives payment of the purchase price, the Company shall deliver to the Optionee a certificate or certificates for the shares of Common Stock so purchased.

Section 5. Termination of Employment

     5.1 Except to the extent otherwise provided in Section 5.2 or 5.3, any portion of the Stock Option that has not previously been exercised shall terminate upon the Optionee’s termination of employment with the Company or a Subsidiary corporation for any reason, including death, and shall not be exercisable after such date.

     5.2 If the Optionee’s employment terminates with the Company or a Subsidiary Corporation other than by reason of death, dismissal for cause (as defined herein) or resignation

from employment without the Company’s prior consent, the Optionee may thereafter exercise the Stock Option granted hereby only on the following terms and conditions: (a) such exercise may be made only to the extent the Optionee is entitled to exercise such Stock Option on the date his or her employment terminates; and (b) such exercise must be made by the earlier of the expiration date of such Stock Option, determined pursuant to Section 3, or the ninetieth day after his employment terminates; provided, that if the Optionee’s employment terminates by reason of disability described in Section 22(e)(3) of the Code, the foregoing ninety day period shall be increased to one year.

     5.3 If the Optionee dies while in the employ of the Company or a Subsidiary Corporation, or dies after his or her employment terminates and during a period in which the Stock Option is exercisable pursuant to Section 5.2, the Stock Option granted hereby shall be exercisable by earlier of the expiration date of such Stock Option or ninety days after the date of the Optionee’s death, to the extent that the Optionee was entitled to exercise such Stock Option on the date of death. The Optionee may designate a beneficiary or beneficiaries (“Designated Beneficiary or Beneficiaries”) on the Designated Beneficiary form attached to this Agreement to exercise the Option after the Optionee’s death and to receive shares of Common Stock acquired pursuant to such exercise. If the Optionee does not complete the Beneficiary Designation form or the Designated Beneficiary or Beneficiaries has or have predeceased the Optionee or cannot be located, the Option shall be transferred in accordance with the Optionee’s will or, if the Optionee has no will, in accordance with the applicable state laws of descent and distribution. In this case, the Option shall be exercisable by the Optionee’s testamentary transferee or transferees after his or her death and shares of Common Stock acquired in connection with the exercise of the Options shall be transferred to such Transferee or Transferees. Any person or entity acquiring stock pursuant to the exercise of the Option after the Optionee’s death shall be bound by all the terms and conditions of the Plan and this Agreement which would have applied to the Optionee’s exercise of the Stock Option granted hereby (if he or she had lived) including, without limitation, the provisions of Section 6 and Section 11.

     5.4 References herein to an individual’s employment shall include any and all periods during which such individual is considered an employee of the Company or a Subsidiary Corporation. The Optionee shall be deemed to have terminated employment when the Optionee completely ceases to be employed (within the meaning of the preceding sentence) by the Company and all of its Subsidiary Corporations. The Committee may in its discretion determine (a) whether any leave of absence constitutes a termination of employment within the meaning of this Agreement, and (b) the impact, if any, of