Exhibit 10.54
                                                                   -------------

                           THERMO ELECTRON CORPORATION

                           RESTRICTED STOCK AGREEMENT
                           --------------------------


                                  Granted Under
                                  -------------
                            2005 Stock Incentive Plan
                            -------------------------



1.   Award of Restricted Shares.
     --------------------------

     This  agreement  sets forth the terms and  conditions of an award by Thermo
Electron  Corporation,  a Delaware corporation (the "Company"),  on February 27,
2006 (the "Award Date") to Guy Broadbent  (the  "Participant")  of 20,000 shares
(the  "Restricted  Shares")  of common  stock,  $1.00 par value,  of the Company
("Common Stock") pursuant to the terms, conditions and restrictions set forth in
this  Agreement and in the  Company's  2005 Stock  Incentive  Plan (the "Plan").
Capitalized  terms used in this  Agreement and not otherwise  defined shall have
the same meaning as in the Plan.

2.   Vesting Schedule.
     ----------------

     Except as otherwise  provided in  paragraphs  (b) and (c) of Section 3, the
restrictions  set forth in this Agreement shall lapse and the Restricted  Shares
shall vest as to 33?% of the original  number of Restricted  Shares on the first
anniversary  of the  Award  Date and as to an  additional  33?% of the  original
number of  Restricted  Shares at the end of each  anniversary  of the Award Date
following the first anniversary of the Award Date until the third anniversary of
the Award Date (each  anniversary,  a "Vesting Date" and the third  anniversary,
the "Final Vesting Date")"; provided, that on each such date the Participant is,
and has been at all times since the Award Date, an employee, officer or director
of, or consultant or advisor to, the Company or any other entity the  employees,
officers,  directors,  consultants, or advisors of which are eligible to receive
restricted stock awards under the Plan (an "Eligible Participant").

3.   Forfeiture.
     ----------

     (a)  Termination of  Relationship  with the Company.  In the event that the
Participant ceases to be an Eligible Participant for any reason other than those
set forth in paragraphs  (b) and (c) below prior to the Final Vesting Date while
he or she is an  Eligible  Participant,  the  Restricted  Shares  that  have not
previously vested shall be immediately forfeited to the Company.

     (b)  Death or Disability.  In the event that the  Participant's  employment
with  the  Company  or  a  Subsidiary  is  terminated  by  reason  of  death  or
"disability"  (as defined below) prior to the Final Vesting Date while he or she
is an Eligible  Participant,  the  Restricted  Shares  that have not  previously
vested  shall  vest  100%  upon the date of such  death or  disability.  For the
purposes of this  Agreement,  a Participant  shall be deemed to be "disabled" at
such  time  as the  Participant  is  receiving  disability  benefits  under  the
Company's Long Term Disability Coverage, as then in effect.

<PAGE>


     (c)  Discharge by the Company  other than for Cause.  In the event that the
Participant's  employment with the Company or a Subsidiary,  as the case may be,
is  terminated  by the  Company or such  Subsidiary  other than for  "cause" (as
defined below) prior to the Final Vesting Date, the Restricted  Shares that have
not  previously  vested  shall  vest  100%  upon  the  effective  date  of  such
termination.  For the  purposes of this  Agreement,  "cause"  shall mean (i) the
commitment of a felony or any crime involving moral turpitude by the Participant
that is  materially  injurious to the Company or (ii) in carrying out his or her
duties, the Participant  intentionally engages in conduct that constitutes gross
neglect or gross misconduct that is materially injurious to the Company.

4.   Restrictions on Transfer.
     ------------------------

     (a)  Restricted  Shares. The Restricted  Shares may not be sold,  assigned,
transferred,  pledged, or otherwise  encumbered or disposed of except by will or
laws of descent and distribution  unless and until such Restricted  Shares shall
have vested as provided in this Agreement and in the Plan.  Notwithstanding  the
foregoing,  the Company  consents to the  gratuitous  transfer of the Restricted
Shares  that  have not  vested to or for the  benefit  of any  immediate  family
member, family trust or family partnership established solely for the benefit of
the Participant and/or an immediate family member; provided that with respect to
such proposed transferee the Company would be eligible to use a Form S-8 for the
registration  of the sale of Common Stock  constituting  the  Restricted  Shares
under the  Securities  Act of 1933, as amended;  and provided  further that such
Restricted  Shares  shall  remain  subject to the terms and  conditions  of this
Agreement (including without limitation forfeiture and restrictions on transfer)
and the Company shall not be required to recognize any such transfer  until such
time as the  Participant and the permitted  transferee  shall, as a condition to
such transfer, deliver to the Company a written instrument in form and substance
satisfactory to the Company  confirming  that such transferee  shall be bound by
all of the terms and conditions of this Agreement.

     (b)  Unrestricted  Shares. The Unrestricted Shares (as defined in Section 7
hereof) may not be sold unless and until the  Participant is in compliance  with
the Company's  Executive  Officer Stock  Ownership  policy,  as set forth in the
Company's   Corporate   Governance    Guidelines   (the   "Ownership   Policy").
Notwithstanding  the  foregoing,  to the extent that the  Participant  is not in
compliance with the Ownership  Policy on a Vesting Date, the Participant may, on
or after each applicable  Vesting Date, sell  Unrestricted  Shares having a Fair
Market Value  calculated  to satisfy the  difference  between the taxes due as a
result of the vesting and the taxes withheld pursuant to Section 10 hereof.

5.   Escrow.
     ------

     (a)  Appointment.  The  Participant  irrevocably  authorizes the Company to
deposit with the Secretary of the Company (in such capacity, the "Escrow Agent")
any certificates  evidencing  Restricted  Shares, to be held by the Escrow Agent
hereunder,  and any additions and substitutions to said Restricted  Shares.  For
purposes of this Section 5,  "Restricted  Shares" shall be deemed to include any
additional or  substitute  property.  The  Participant  does hereby  irrevocably
constitute and appoint the Escrow Agent as his or her attorney-in-fact and agent
for the term of this escrow to execute  with respect to such  Restricted  Shares
all documents necessary or appropriate to make such Restricted Shares negotiable
and to complete any  transaction  herein  contemplated.  Subject to the terms of

<PAGE>


this Agreement,  the  Participant  shall exercise all rights and privileges of a
stockholder  of the Company while the  Restricted  Shares are held by the Escrow
Agent. The Participant  shall, upon request of the Escrow Agent,  deliver to the
Escrow Agent a stock  assignment duly endorsed in blank, in the form provided by
the Company, and hereby instructs the Company to deliver to the Escrow Agent, on
behalf of the Participant, the certificate(s) evidencing the Restricted Shares.

     (b)  Withdrawal.  The  Participant  shall have the right to  withdraw  from
escrow any Restricted Shares that have vested (as provided in this Agreement).

     (c)  Duties of Escrow  Agent. The Escrow Agent shall be obligated  only for
the performance of such duties as are specifically set forth herein and may rely
and shall be protected in relying or  refraining  from acting on any  instrument
reasonably believed by him to be genuine and to have been signed or presented by
the proper party or parties. The Escrow Agent shall not be personally liable for
any act he may do or omit to do hereunder as Escrow Agent or as attorney-in-fact
of the  Participant  while  acting in good faith and in the exercise of his good
judgment.  The Escrow Agent is hereby expressly  authorized to disregard any and
all  warnings  given by any of the  parties  or by any other  person or  entity,
excepting  only  orders or  process  of courts of law,  and is hereby  expressly
authorized to comply with and obey orders, judgments or decrees of any court. If
the Escrow Agent is uncertain of any actions to be taken or  instructions  to be
followed,  he may refuse to act in the absence of an order,  judgment or decrees
of a court.  In case the Escrow  Agent  obeys or  complies  with any such order,
judgment or decree of any court, he shall not be liable to any of the parties or
to any other person or entity, by reason of such compliance, notwithstanding any
such order, judgment or decree being subsequently reversed,  modified, annulled,
set  aside,  vacated or found to have been  entered  without  jurisdiction.  The
Escrow  Agent  shall not be liable in any  respect on  account of the  identity,
authority or rights of the parties  executing or  delivering  or  purporting  to
execute or deliver this Agreement or any documents or papers deposited or called
for  hereunder.  It is understood and agreed that if the Escrow Agent believes a
dispute has arisen with  respect to the  delivery  and/or  ownership or right of
possession  of the  securities  held  by him  hereunder,  the  Escrow  Agent  is
authorized and directed to retain in his possession  without liability to anyone
all or any part of said  securities  until such dispute  shall have been settled
either by mutual written agreement of the parties concerned or by a final order,
decree  or  judgment  of a court of  competent  jurisdiction  after the time for
appeal has  expired and no appeal has been  perfected,  but he shall be under no
duty whatsoever to institute or defend any such proceedings.  The Escrow Agent's
rights and  responsibilities  as Escrow Agent shall terminate if he ceases to be
Secretary  of the  Company,  in which case the  successor  as  Secretary  of the
Company shall become Escrow Agent hereunder.

6.   Restrictive Legends.
     -------------------

     (a)  Legended   Certificates.   All  certificates   representing   unvested
Restricted  Shares  shall have  affixed  thereto  legends in  substantially  the
following  form,  in addition to any other  legends  that may be required  under
federal or state  securities  laws:

<PAGE>


     "THE  SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
     TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTION ON TRANSFER)OF
     THE ISSUER'S STOCK INCENTIVE PLAN AND A RESTRICTED STOCK AGREEMENT BETWEEN
     THE ISSUER AND THE REGISTERED OWNER OF THESE SHARES (OR HIS OR HER
     PREDECESSOR IN INTEREST). COPIES OF SUCH PLAN AND AGREEMENT ARE AVAILABLE
     FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE
     ISSUER."

     (b)  Book Entry. If unvested Restricted Shares are held in book entry form,
the Participant  agrees that the Company may give stop transfer  instructions to
the depository to ensure  compliance with the provisions of this Agreement.  The
Participant  hereby (i) acknowledges that the unvested  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 (the
"Unrestricted  Shares"),  without the legend  contained  in Section 6(a) of this
Agreement, to be issued and delivered to the Participant, subject to the payment
by the  Participant  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  Participant   understands  that  once  a
certificate  has been delivered to the  Participant  in respect of  Unrestricted
Shares,  the  Participant  will be  free to sell  the  shares  of  Common  Stock
evidenced by such certificate, subject to applicable requirements of federal and
state securities laws and the terms and conditions of this Agreement.

8.   Provisions of the Plan.
     ----------------------

     This Agreement is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this Agreement.

9.   Dividends and Voting Rights.
     ---------------------------

     The  Participant  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 the Restricted Shares,  including without limitation

<PAGE>


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 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  forfeited  to the
Company if and when the Restricted Shares are so forfeited.

10.  Withholding Taxes; Section 83(b) Election.
     -----------------------------------------

     (a)  The Participant expressly acknowledges that the award of the
Restricted  Shares to the  Participant or the vesting  thereof will give rise to
"wages"  subject to  withholding.  The Participant  expressly  acknowledges  and
agrees that the Participant's  rights hereunder are subject to the Participant's
paying to the Company in cash (or by the delivery of previously  acquired shares
of  Common  Stock or by having  the  Company  hold  back  from the  shares to be
delivered,  shares of Common  Stock  having a Fair Market  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; provided, however, except as otherwise provided by the Board, the total
tax withholding where stock is being used to satisfy such tax obligations cannot
exceed the Company's minimum statutory withholding obligations (based on minimum
statutory  withholding  rates for  federal  and state  tax  purposes,  including
payroll taxes, that are applicable to such supplemental  taxable income). If the
withholding  obligation  is not  satisfied  by  the  Participant  promptly,  the
Participant  acknowledges  and agrees that the  Company  has the right  (without
further  consent from the  Participant)  to deduct any  federal,  state or local
taxes of any kind  required by law to be withheld  with  respect to the award of
the Restricted Shares to the Participant or the vesting thereof from payments of
any kind  otherwise due to the  Participant  (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 such  federal,
state,  local or other  applicable  taxes  required to be withheld in connection
with such award or vesting).

     (b)  The Participant has reviewed with the Participant's  own tax advisors
the federal,  state,  local and foreign tax  consequences of this investment and
the  transactions  contemplated  by this  Agreement.  The Participant is relying
solely on such  advisors and not on any  statements  or  representations  of the
Company or any of its agents.  The Participant  understands that the Participant
(and  not the  Company)  shall  be  responsible  for the  Participant's  own tax
liability  that may arise as a result  of this  investment  or the  transactions
contemplated  by this  Agreement.  The  Participant  understands  that it may be
beneficial in some circumstances to elect to be taxed at the time the Restricted
Shares are awarded  rather than when and as the  restrictions  thereon  lapse by
filing an election  under  Section  83(b) of the Code with the I.R.S.  within 30
days from the date of award.

          THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT'S SOLE
RESPONSIBILITY  AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION  UNDER SECTION
83(b), EVEN IF THE PARTICIPANT  REQUESTS THE COMPANY OR ITS  REPRESENTATIVES  TO
MAKE THIS FILING ON THE PARTICIPANT'S BEHALF.

11.  No  Right To  Employment  or Other  Status.
     ------------------------------------------

     The grant of an award of Restricted Shares shall not be construed as giving
the Participant the right to continued employment or any other relationship with

<PAGE>


the Company or a Subsidiary.  The Company and Subsidiaries expressly reserve the
right at any time to dismiss or otherwise  terminate its  relationship  with the
Participant  free from any liability or claim under the Plan or this  Agreement,
except as expressly provided herein.

12.  Governing Law.
     -------------

     This Agreement  shall be governed by and interpreted in accordance with the
laws of the State of Delaware  without  regard to any  applicable  conflicts  of
laws.


                                             THERMO ELECTRON CORPORATION

                                       By:   /s/ Seth H. Hoogasian
                                             -----------------------------------
                                             Seth H. Hoogasian
                                             Vice President, General Counsel and
                                             Secretary



e Company while the  Restricted  Shares are held by the Escrow
Agent. The Participant  shall, upon request of the Escrow Agent,  deliver to the
Escrow Agent a stock  assignment duly endorsed in blank, in the form provided by
the Company, and hereby instructs the Company to deliver to the Escrow Agent, on
behalf of the Participant, the certificate(s) evidencing the Restricted Shares.

     (b)  Withdrawal.  The  Participant  shall have the right to  withdraw  from
escrow any Restricted Shares that have vested (as provided in this Agreement).

     (c)  Duties of Escrow  Agent. The Escrow Agent shall be obligated  only for
the performance of such duties as are specifically set forth herein and may rely
and shall be protected in relying or  refraining  from acting on any  instrument
reasonably believed by him to be genuine and to have been signed or presented by
the proper party or parties. The Escrow Agent shall not be personally liable for
any act he may do or omit to do hereunder as Escrow Agent or as attorney-in-fact
of the  Participant  while  acting in good faith and in the exercise of his good
judgment.  The Escrow Agent is hereby expressly  authorized to disregard any and
all  warnings  given by any of the  parties  or by any other  person or  entity,
excepting  only  orders or  process  of courts of law,  and is hereby  expressly
authorized to comply with and obey orders, judgments or decrees of any court. If
the Escrow Agent is uncertain of any actions to be taken or  instructions  to be
followed,  he may refuse to act in the absence of an order,  judgment or decrees
of a court.  In case the Escrow  Agent  obeys or  complies  with any such order,
judgment or decree of any court, he shall not be liable to any of the parties or
to any other person or entity, by reason of such compliance, notwithstanding any
such order, judgment or decree being subsequently reversed,  modified, annulled,
set  aside,  vacated or found to have been  entered  without  jurisdiction.  The
Escrow  Agent  shall not be liable in any  respect on  account of the  identity,
authority or rights of the parties  executing or  delivering  or  purporting  to
execute or deliver this Agreement or any documents or papers deposited or called
for  hereunder.  It is understood and agreed that if the Escrow Agent believes a
dispute has arisen with  respect to the  delivery  and/or  ownership or right of
possession  of the  securities  held  by him  hereunder,  the  Escrow  Agent  is
authorized and directed to retain in his possession  without liability to anyone
all or any part of said  securities  until such dispute  shall have been settled
either by mutual written agreement of the parties concerned or by a final order,
decree  or  judgment  of a court of  competent  jurisdiction  after the time for
appeal has  expired and no appeal has been  perfected,  but he shall be under no
duty whatsoever to institute or defend any such proceedings.  The Escrow Agent's
rights and  responsibilities  as Escrow Agent shall terminate if he ceases to be
Secretary  of the  Company,  in which case the  successor  as  Secretary  of the
Company shall become Escrow Agent hereunder.

6.   Restrictive Legends.
     -------------------

     (a)  Legended   Certificates.   All  certificates   representing   unvested
Restricted  Shares  shall have  affixed  thereto  legends in  substantially  the
following  form,  in addition to any other  legends  that may be required  under
federal or state  securities  laws:

<PAGE>


     "THE  SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
     TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTION ON TRANSFER)OF
     THE ISSUER'S STOCK INCENTIVE PLAN AND A RESTRICTED STOCK AGREEMENT BETWEEN
     THE ISSUER AND THE REGISTERED OWNER OF THESE SHARES (OR HIS OR HER
     PREDECESSOR IN INTEREST). COPIES OF SUCH PLAN AND AGREEMENT ARE AVAILABLE
     FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE
     ISSUER."

     (b)  Book Entry. If unvested Restricted Shares are held in book entry form,
the Participant  agrees that the Company may give stop transfer  instructions to
the depository to ensure  compliance with the provisions of this Agreement.  The
Participant  hereby (i) acknowledges that the unvested  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 (the
"Unrestricted  Shares"),  without the legend  contained  in Section 6(a) of this
Agreement, to be issued and delivered to the Participant, subject to the payment
by the  Participant  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  Participant   understands  that  once  a
certificate  has been delivered to the  Participant  in respect of  Unrestricted
Shares,  the  Participant  will be  free to sell  the  shares  of  Common  Stock
evidenced by such certificate, subject to applicable requirements of federal and
state securities laws and the terms and conditions of this Agreement.

8.   Provisions of the Plan.
     ----------------------

     This Agreement is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this Agreement.

9.   Dividends and Voting Rights.
     ---------------------------

     The  Participant  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 the Restricted Shares,  including without limitation

<PAGE>


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 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  forfeited  to the
Company if and when the Restricted Shares are so forfeited.

10.  Withholding Taxes; Section 83(b) Election.
     -----------------------------------------

     (a)  The Participant expressly acknowledges that the award of the
Restricted  Shares to the  Participant or the vesting  thereof will give rise to
"wages"  subject to  withholding.  The Participant  expressly  acknowledges  and
agrees that the Participant's  rights hereunder are subject to the Participant's
paying to the Company in cash (or by the delivery of previously  acquired shares
of  Common  Stock or by having  the  Company  hold  back  from the  shares to be
delivered,  shares of Common  Stock  having a Fair Market  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; provided, however, except as otherwise provided by the Board, the total
tax withholding where stock is being used to satisfy such tax obligations cannot
exceed the Company's minimum statutory withholding obligations (based on minimum
statutory  withholding  rates for  federal  and state  tax  purposes,  including
payroll taxes, that are applicable to such supplemental  taxable income). If the
withholding  obligation  is not  satisfied  by  the  Participant  promptly,  the
Participant  acknowledges  and agrees that the  Company  has the right  (without
further  consent from the  Participant)  to deduct any  federal,  state or local
taxes of any kind  required by law to be withheld  with  respect to the award of
the Restricted Shares to the Participant or the vesting thereof from payments of
any kind  otherwise due to the  Participant  (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 such  federal,
state,  local or other  applicable  taxes  required to be withheld in connection
with such award or vesting).

     (b)  The Participant has reviewed with the Participant's  own tax advisors
the federal,  state,  local and foreign tax  consequences of this investment and
the  transactions  contemplated  by this  Agreement.  The Participant is relying
solely on such  advisors and not on any  statements  or  representations  of the
Company or any of its agents.  The Participant  understands that the Participant
(and  not the  Company)  shall  be  responsible  for the  Participant's  own tax
liability  that may arise as a result  of this  investment  or the  transactions
contemplated  by this  Agreement.  The  Participant  understands  that it may be
beneficial in some circumstances to elect to be taxed at the time the Restricted
Shares are awarded  rather than when and as the  restrictions  thereon  lapse by
filing an election  under  Section  83(b) of the Code with the I.R.S.  within 30
days from the date of award.

          THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT'S SOLE
RESPONSIBILITY  AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION  UNDER SECTION
83(b), EVEN IF THE PARTICIPANT  REQUESTS THE COMPANY OR ITS  REPRESENTATIVES  TO
MAKE THIS FILING ON THE PARTICIPANT'S BEHALF.

11.  No  Right To  Employment  or Other  Status.
     ------------------------------------------

     The grant of an award of Restricted Shares shall not be construed as giving
the Participant the right to continued employment or any other relationship with

<PAGE>


the Company or a Subsidiary.  The Company and Subsidiaries expressly reserve the
right at any time to dismiss or otherwise  terminate its  relationship  with the
Participant  free from any liability or claim under the Plan or this  Agreement,
except as expressly provided herein.

12.  Governing Law.
     -------------

     This Agreement  shall be governed by and interpreted in accordance with the
laws of the State of Delaware  without  regard to any  applicable  conflicts  of
laws.


                                             THERMO ELECTRON CORPORATION

                                       By:   /s/ Seth H. Hoogasian
                                             -----------------------------------
                                             Seth H. Hoogasian
                                             Vice President, General Counsel and
                                             Secretary