Exhibit 10.73

Grant ID#


                           THERMO ELECTRON CORPORATION
                              EQUITY INCENTIVE PLAN
                           RESTRICTED STOCK AGREEMENT


                                Marijn E. Dekkers
                                Name of Recipient

                                      5,000
                   Number of Restricted Shares of Common Stock
                                     Awarded

                 Vesting Schedule for Restricted Shares Awarded:

               # of Shares                              Vesting Date
                 1,666                                  January 7, 2005
                 1,666                                  January 7, 2006
                 1,667                                  January 7, 2007

                                 January 7, 2004
                                   Grant Date

     Thermo Electron Corporation (the "Company") has selected you to receive the
restricted stock award identified above, subject to the provisions of the Equity
Incentive Plan (the "Plan") and the terms, conditions and restrictions contained
in this agreement  (the  "Agreement").  Please  confirm your  acceptance of this
Award,  your  agreement  to other  terms of the  Plan and this  Agreement,  your
receipt of a copy of the Plan,  and your receipt of a memorandum  regarding  the
tax  treatment  of awards of  restricted  stock,  by signing both copies of this
Agreement.  You should keep one copy for your  records and return the other copy
promptly  to the Stock  Option  Manager  of the  Company,  c/o  Thermo  Electron
Corporation,  81 Wyman  Street,  Post  Office Box 9046,  Waltham,  Massachusetts
02454-9046.

                                                THERMO ELECTRON CORPORATION
                                                By:


                                                /s/ Stephen G. Sheehan
                                                ------------------------------
                                                Stephen G. Sheehan
                                                Vice President, Human Resources

Accepted and Agreed:

/s/ Marijn E. Dekkers
------------------------------
Marijn E. Dekkers

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1.  Preamble.  This  Agreement  contains the terms and conditions of an award of
shares of restricted stock of the Company (the "Restricted  Shares") made to the
Recipient  identified on the first page of this Agreement  pursuant to the Plan.
Any  consideration  due to the Company on the issuance of the Restricted  Shares
has been deemed to be satisfied by past  services  rendered by the  Recipient to
the Company.  For purposes of this Agreement,  the defined terms used herein and
not otherwise  defined shall have the meaning set forth in that certain  Amended
and Restated  Employment  Agreement dated as of November 21, 2002 by and between
the Recipient and the Company, as the same may be amended from time to time (the
"Employment Agreement").

2.  Restrictions  on  Transfer.   The  Restricted  Shares  shall  not  be  sold,
transferred, pledged, assigned or otherwise encumbered or disposed of, until and
unless the Restricted  Shares shall have vested as provided in Section 3 of this
Agreement.

3. Vesting.  The term "vest" as used in this Agreement  means the lapsing of the
restrictions that are described in this Agreement with respect to the Restricted
Shares.  The  Restricted  Shares shall vest in accordance  with the schedule set
forth on the  first  page of this  Agreement,  provided  in each  case  that the
Recipient is then, and since the Grant Date has continuously  been,  employed by
the Company or its  Affiliates.  Notwithstanding  the  foregoing,  the Recipient
shall become  vested in the  Restricted  Shares  prior to the vesting  dates set
forth on the first page of this Agreement in the following circumstances:

     (a)  Immediately  prior to the  consummation  of a Change in  Control,  all
Restricted  Shares that have not  previously  been forfeited  shall  immediately
vest;  provided  that the  Recipient  is then  employed  by the  Company  or its
Affiliates.

     (b) In the event of the  Recipient's  death or  Disability,  all Restricted
Shares that have not previously been forfeited shall immediately vest;  provided
that the  Recipient  was employed by the Company or its  Affiliates  immediately
prior to the date of death or Disability.

     (c) In the  event  Recipient's  employment  is  terminated  by the  Company
without  Cause or in the  event the  Recipient  terminates  employment  for Good
Reason (it being understood that in this context, a termination of employment by
the Company  without Cause or by the Recipient with Good Reason does not include
a termination due to the Recipient's  death or Disability or a termination  with
Cause or without Good Reason),  all  Restricted  Shares that have not previously
been forfeited shall immediately vest.

4. Forfeiture.  In the event the Company  terminates the Recipient's  employment
for Cause or the Recipient  terminates  his employment on his own initiative (it
being  understood  that in this  context,  a  termination  of  employment on the
Recipient's  own initiative  does not include a termination  due to his death or
Disability or with Good Reason),  all Restricted Shares that have not previously
been forfeited on such date shall be immediately forfeited to the Company.

5. Dividends and Voting Rights.  The Recipient  shall be entitled to any and all
dividends  or other  distributions  paid with respect to the  Restricted  Shares
which have not been forfeited or otherwise  disposed of and shall be entitled to
vote any such Restricted Shares; provided however, that any property (other than
cash)  distributed  with  respect  to  Restricted   Shares,   including  without
limitation a distribution  of shares of the Company's stock by reason of a stock
dividend,  stock split or otherwise, or a distribution of other securities based
on the ownership of


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Restricted Shares, shall be subject to the restrictions of this Restricted Stock
Agreement  in the same manner and for so long as the  Restricted  Shares  remain
subject to such restrictions,  and shall be promptly forfeited to the Company if
and when the Restricted Shares are so forfeited.

6.  Certificates.  (a) Legended  Certificates.  The  Recipient is executing  and
delivering  to the  Company  blank  stock  powers  to be  used in the  event  of
forfeiture.  Any certificates  representing  unvested Restricted Shares shall be
held by the Company,  and any such certificate (and, to the extent determined by
the Company,  any other  evidence of ownership  of unvested  Restricted  Shares)
shall contain the following legend:

          THE  TRANSFERABILITY  OF THIS  CERTIFICATE  AND THE  SHARES  OF  STOCK
          REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS  (INCLUDING
          FORFEITURE) OF AN EQUITY INCENTIVE PLAN OF THERMO ELECTRON CORPORATION
          AND A RESTRICTED  STOCK AGREEMENT  ENTERED INTO BETWEEN THE REGISTERED
          OWNER  AND  THERMO  ELECTRON  CORPROATION.  COPIES  OF SUCH  PLAN  AND
          AGREEMENT ARE ON FILE IN THE OFFICES OF THERMO ELECTRON CORPORATION.

     (b) Book Entry. If unvested  Restricted Shares are held in book entry form,
the Recipient agrees that the Company may give stop transfer instructions to the
depository  to ensure  compliance  with the  provisions of this  Agreement.  The
Recipient hereby (i) acknowledges that the Restricted Shares may be held in book
entry form on the books of the  Company's  depository  (or  another  institution
specified by the Company),  and irrevocably  authorizes the Company to take such
actions as may be  necessary  or  appropriate  to  effectuate  a transfer of the
record  ownership of any such shares that are unvested and forfeited  hereunder,
(ii) agrees to deliver to the Company,  as a precondition to the issuance of any
certificate or certificates with respect to unvested  Restricted  Shares, one or
more stock  powers,  endorsed in blank,  with respect to such shares,  and (iii)
agrees to sign such other powers and take such other  actions as the Company may
reasonably  request to  accomplish  the transfer or  forfeiture  of any unvested
Restricted Shares that are forfeited hereunder.

7.  Unrestricted  Shares.  As soon as  practicable  following the vesting of any
Restricted Shares the Company shall cause a certificate or certificates covering
such  shares,  without the legend  contained in Section  6(a),  to be issued and
delivered to the  Recipient,  subject to the payment by the Recipient by cash or
other means  acceptable  to the Company of any federal,  state,  local and other
applicable  taxes required to be withheld in connection  with such vesting.  The
Recipient  understands  that  once  a  certificate  has  been  delivered  to the
Recipient in respect of Restricted Shares which have vested,  the Recipient will
be free to sell the  shares  of  common  stock  evidenced  by such  certificate,
subject to applicable requirements of federal and state securities laws.

8. Tax  Withholding.  The  Recipient  expressly  acknowledges  that the award or
vesting  of  the  Restricted  Shares  will  give  rise  to  "wages"  subject  to
withholding.   The  Recipient   expressly   acknowledges  and  agrees  that  the
Recipient's  rights  hereunder  are  subject  to the  Recipient's

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paying to the  Company in cash (or by such other means as may be  acceptable  to
the Company in its discretion,  including by the delivery of previously acquired
shares of common  stock of the Company or by having the  Company  hold back from
the shares to be delivered,  shares of the Company's common stock having a value
calculated to satisfy the withholding requirement) all federal, state, local and
any other applicable taxes required to be withheld in connection with such award
or vesting.  If the  withholding  obligation  is not  satisfied by the Recipient
promptly, the Company may, without further consent from the Recipient,  have the
right to deduct  such taxes from any  payment of any kind  otherwise  due to the
Recipient,  including  but not  limited  to, the hold back from the shares to be
delivered  pursuant  to  Section 7 of this  Agreement  of that  number of shares
calculated  to satisfy  all  federal,  state,  local or other  applicable  taxes
required to be withheld in connection with such award or vesting.

9.  Administration.  The Board of Directors of the Company,  or the Compensation
Committee or other committee designated in the Plan, shall have the authority to
manage and control the  operation  and  administration  of this  Agreement.  Any
interpretation  of  the  Agreement  by  any of  the  entities  specified  in the
preceding  sentence  and any  decision  made by any of them with  respect to the
Agreement  is final and  binding.  Notwithstanding  the  foregoing,  any dispute
relating  to the  vesting  provisions  in Section 3 of this  Agreement  shall be
determined in accordance with Section 14 of the Employment Agreement.

10.  Plan  Definitions.  Notwithstanding  anything  in  this  Agreement  to  the
contrary, the terms of this Agreement shall be subject to the terms of the Plan,
a copy of which has already been provided to the Recipient.

11.  Amendment.  This Agreement may be amended only by written agreement between
the Recipient and the Company, without the consent of any other person.